-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, S6VwEDjnXsfMOBCgI7YYMtF0b1DkJTKSTp1bJ2tlJl7+6+JLJZI4FqoWHqyF48Rq V02crmyiKZqKZtGxhWmpHA== 0000932799-03-000198.txt : 20031029 0000932799-03-000198.hdr.sgml : 20031029 20031029163859 ACCESSION NUMBER: 0000932799-03-000198 CONFORMED SUBMISSION TYPE: F-1 PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20031029 FILER: COMPANY DATA: COMPANY CONFORMED NAME: APEX WEALTH ENTERPRISES LTD CENTRAL INDEX KEY: 0001260625 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-1 SEC ACT: 1933 Act SEC FILE NUMBER: 333-110071 FILM NUMBER: 03964155 BUSINESS ADDRESS: STREET 1: UNIT 1502 15/F WORLD WIDE HOUSE STREET 2: 19 DES VOEUX ROAD CITY: HONG KONG STATE: K3 ZIP: 00000 BUSINESS PHONE: 852 2736 2726 MAIL ADDRESS: STREET 1: UNIT 1502 15/F WORLD WIDE HOUSE STREET 2: 19 DES VOEUX ROAD CITY: HONG KONG STATE: K3 ZIP: 00000 F-1 1 apexf2.txt F-1 REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on October 29, 2003 Registration Statement No. __-_______ - -------------------------------------------------------------------------------- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ____________________ FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ____________________ Apex Wealth Enterprises Limited (Exact name of Registrant as specified in its charter)
British Virgin Islands 8741 Not Applicable (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification No.) incorporation or organization) Classification Code Number)
Unit 1502, 15th Floor World Wide House 19 Des Voeux Road Central, Hong Kong (852) 2736-2111 (Address and telephone number of Registrant's principal executive offices) ____________________ NATIONAL REGISTERED AGENTS, INC. 875 Avenue of the Americas, Suite 501 New York, New York 10001 1-800-550-6724 (Name, address, and telephone number of agent for service) ____________________ Copies to: Simon C. Luk, Esq. Stephen Davis, Esq. Heller Ehrman White & McAuliffe LLP Heller Ehrman White & McAuliffe LLP 35th Floor, One Exchange Square 120 West 45th Street 8 Connaught Place New York, New York 10036 Central, Hong Kong 212-832-8300 011-852-2292-2000 ____________________ Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective. If any of the securities being registered on this Form is to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. [X] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement of the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE - ----------------------------------------- ---------------------- ----------------------- -------------------- -------------------- Title of Each Class of Amount to be Proposed Maximum Proposed Maximum Amount of Securities to be Registered Registered Offering Price Aggregate Registration Fee Per Share (1) Offering Price - ------------------------------------------ ---------------------- ----------------------- -------------------- -------------------- - ------------------------------------------ ---------------------- ----------------------- -------------------- -------------------- Common Stock, par value $0.01 per share 2,000,000 $0.05 $100,000 $810 - ----------------------------------------- ---------------------- ----------------------- -------------------- -------------------- (1) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) under the Securities Act of 1933
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE. ================================================================================ THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED. Subject to Completion Preliminary Prospectus dated October ___, 2003 PROSPECTUS 2,000,000 Shares of Common Stock APEX WEALTH ENTERPRISES LIMITED _______________ Apex Wealth Enterprises Limited (the "Company"), is a development stage company established in the British Virgin Islands ("BVI") on April 8, 2002. We are offering 2,000,000 new shares of our common stock, par value $0.01 each for sale to the public at an offering price of $0.05 per common share. There are no underwriters or broker-dealers involved in the selling of our common shares. We have made no selling arrangements for the sale of the securities offered in this prospectus. The common shares are being offered by us on a "best efforts no minimum basis." There is no minimum purchase requirement and no arrangements to place funds in an escrow, trust or similar account. The net proceeds from the anticipated sale of the common shares will be for our benefit. This is our initial public offering, and no public market currently exists for the common shares. Prior to this offering there has been no public market for our shares of common stock, and there can be no assurance that such a public market will develop or be sustained after this offering is completed. Our common stock is not listed on any securities exchange or the Nasdaq Stock Market. We intend to apply to have our common stock included for quotation on the Over the Counter Bulletin Board ("OTCBB"). We have arbitrarily determined the offering price of $0.05 per share offered hereby. The offering price bears no relationship to our assets, book value, or any other customary investment criteria. Investing in our common stock involves risks that are described in the "Risk Factors" section beginning on page 3 of this prospectus. _______________
- ------------------------------ --------------------------- --------------------------- --------------------------- Offering Price Underwriting Discounts Proceeds to us (2) and Commissions (1) - ------------------------------ --------------------------- --------------------------- --------------------------- - ------------------------------ --------------------------- --------------------------- --------------------------- Per share $0.05 -- $0.05 - ------------------------------ --------------------------- --------------------------- --------------------------- - ------------------------------ --------------------------- --------------------------- --------------------------- TOTAL OFFERING (3) $100,000 -- $100,000 - ------------------------------ --------------------------- --------------------------- --------------------------- - ----------------------------------------------------------------------------------------------------------------------
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. _______________ The date of this prospectus is October __, 2003. 1
TABLE OF CONTENTS PROSPECTUS SUMMARY............................................................1 RISK FACTORS..................................................................3 FORWARD-LOOKING STATEMENTS....................................................7 ENFORCEABILITY OF CIVIL LIABILITIES...........................................7 USE OF PROCEEDS...............................................................7 DETERMINATION OF OFFERING PRICE...............................................8 DIVIDEND POLICY...............................................................9 SELLING SHAREHOLDERS..........................................................9 PLAN OF DISTRIBUTION..........................................................9 EXCHANGE RATE.................................................................9 CAPITALIZATION...............................................................11 DILUTION.....................................................................12 SELECTED FINANCIAL INFORMATION...............................................13 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION..................14 BUSINESS.....................................................................15 MANAGEMENT...................................................................19 RELATED PARTY TRANSACTIONS...................................................19 PRINCIPAL SHAREHOLDERS.......................................................19 DESCRIPTION OF COMMON STOCK..................................................21 TAXATION.....................................................................22 SHARES ELIGIBLE FOR FUTURE SALE..............................................28 LEGAL MATTERS................................................................29 EXPERTS......................................................................29 ADDITIONAL INFORMATION.......................................................29 INDEX TO FINANCIAL STATEMENTS...............................................F-1
____________________ You should rely only on the information contained in this prospectus. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus. Our business, financial condition, results of operation and prospects may have changed since that date. The terms "we," "us," and "our" mean Apex Wealth Enterprises Limited. Except where specifically indicated in this prospectus, "dollars" and"$" mean United States dollars. Until __________, 2003 (25 days after the commencement of this offering), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealer's obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions. 2 PROSPECTUS SUMMARY This summary may not contain all of the information that may be important to you. You should read the entire prospectus, especially the discussion of "Risk Factors" and the consolidated financial data and related notes, before making an investment decision. Apex Wealth Enterprise Limited We are a development stage company incorporated in the BVI on April 8, 2002. As of the date of this prospectus, our only activities have been our organization, raising our initial capital, developing a general business plan and preparing this registration statement. We have not engaged in any substantive business activities to date. We aim to become a leading provider of business advisory and management consulting services in greater China, initially concentrating on the Hong Kong market and eventually expanding into the People's Republic of China ("China"). Our focus will be on small to medium size enterprises ("SMEs"), which have the ability to react quickly to changes in the market and which have a strong growth potential. We intend to work closely with our clients to improve their business performance, increase shareholder value and create competitive advantages. We intend to offer business advisory and management consulting services which will include strategic advisory services, business plan preparation, marketing plan development, advice on mergers, acquisitions, restructurings and the sales of businesses, and advising overseas investors on investments in Hong Kong and China. We believe that there will be a strong demand for our services based on the number of SMEs established and expected to be established in Hong Kong and China and the government support given to those SMEs. Additionally, we believe that the expected increased foreign investment in China coupled with China's accession into the World Trade Organization ("WTO") will generate substantial business opportunities for our services. Our principal executive offices are located at Unit 1502, 15th Floor, World Wide House, 19 Des Voeux Road Central, Hong Kong, SAR and our telephone number is (852) 2736-5511 The Offering We are offering 2,000,000 new shares of common stock to the public at a price of $0.05 per share. We will exclusively sell the common stock on a "best efforts, no minimum basis". There are no underwriters or broker-dealers involved in the selling of the common stock. There is no minimum purchase requirement and no arrangements to place funds in an escrow, trust or similar account. As the funds are raised, they will be made available to us for our use. There is no minimum amount of funds which must be raised by us before the funds are made available to us. Use of Proceeds We will receive the proceeds of the sale of the common stock. We expect to receive an aggregate of up to $100,000 in gross proceeds from this offering, and we expect to pay approximately $24,000 in out-of-pocket costs and expenses in connection with this offering. The net proceeds which we receive will be used for our general operating expenses, the drafting of a comprehensive business plan, recruiting and hiring experienced business advisors and management consultants and marketing and advertising. 3 Summary Financial Information The following table presents summary information on our financial condition and results of operations as of May 30, 2003 and for the period from April 8, 2002 (inception) through May 30, 2003. It also presents unaudited pro forma financial information which has been prepared as if this offering has occurred. The Summary Financial Information is qualified in its entirety by our financial statements contained elsewhere in this prospectus. As of May 30, 2003 Statement of operations Revenues 0 Net Loss $(4,072) Net Loss Per Share $0.0004 Common Stock outstanding 10,000,000 ------------------ Balance Sheet Date As of Pro Forma After May 30, 2003 this Offering Current Assets $100,256 $200,256 Total Assets $100,256 $200,256 Total Liabilities $4,328 $28,328 Shareholders' Equity $95,928 $171,928 ============== ================== 4 RISK FACTORS An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and elsewhere in this prospectus before deciding to purchase our common stock. The risks described below are not the only ones that we face. Any of the following risks may materially and adversely affect our business, financial condition or results of operations. The price of our common stock could decline as a result of these risks, and you could lose all or part of your investment. Additionally, as we are a company incorporated under BVI laws having its principal business in Hong Kong, there are risks associated with investing in our common stock not typical of investments in the securities of companies incorporated and doing business in the United States. We have not commenced operations We were incorporated on April 8, 2002 and have not yet commenced our proposed business operations or realized any revenues. We have no operating history upon which an evaluation of our future prospects can be made. Such prospects must be considered in light of the substantial risks, expenses and difficulties encountered by new entrants into the competitive business advisory and management consulting industry. We are in the extreme early stages of our development and could fail before implementing our business plan. We expect to incur operating losses in future periods as we incur significant expenses associated with developing our business in Hong Kong and China. We cannot guarantee that we will be successful in realizing revenue or achieving or sustaining positive cash flow in the future, and any such failure could have a material adverse effect on our business, financial condition and results of operations. Our success depends on attracting and retaining qualified personnel Our success and future growth depends on our ability to attract and retain qualified employees throughout our business, and in particular, experienced business advisors and management consultants. Competition for qualified business advisors and management consultants in Hong Kong and China is intense. We compete for our employees with many other companies, some of which have greater financial and other resources. We may have difficulty recruiting and retaining sufficient numbers of qualified personnel, which could result in a material decline in our revenues. In addition, increased compensation levels could materially and adversely affect our financial condition or results of operations. We depend on a limited number of personnel who would be difficult to replace Our success depends significantly on the continued services of our senior management and several key employees. In particular, our success depends on the continued efforts of Mr. Li Sze Tang, our Chief Executive Officer and Chairman of the Board of Directors, and Mr. Wilson Cheung, our Chief Financial Officer and one of our Directors. We do not carry key-man life insurance policies for either Mr. Li or Mr. Cheung. The loss of the services of one or more of these persons could materially and adversely affect our business or prospects, and there can be no assurance that such individuals will continue in their present capacities for any particular period of time. Our business strategies may not be successful A key element of our strategy is dependant on the ability of our senior management to identify the business advisory needs of our prospective clients and developing business connections. Future growth will also depend upon many other factors, including (a) the recruitment and retention of qualified business and management consultants and other professional personnel; (b) the development of a solid client base; (c) the successful marketing of our professional services and (d) the formation of business alliances in Hong Kong and China. If any one or more of our strategic elements are not achieved, our financial condition or results of operations could be materially and adversely affected. Current stockholders will be able to exercise substantial control After the offering, Mr. Li Sze Tang will own approximately 83% of the outstanding shares of our common stock. As a result, he will have the ability to exercise substantial control over our affairs and to elect a sufficient number of directors to control the board of directors. If you invest in us, you will have no effective voice in decisions made by our board of directors. This is our initial public offering and our common stock has never been publicly traded There has been no public market for our common stock. We plan to apply to have our common stock quoted on the OTCBB; however, no assurance can be given that a market for our common stock will develop or that our common stock will be quoted on OTCBB. Even if our common stock is eventually quoted on OTCBB, sustaining a public trading market will require, among other things, the participation of a qualified market maker who is willing to make a market in our common stock. To date, no market maker has expressed any interest in our Company. No assurance can be given that any market making activities will commence or, if commenced, that they will continue. We may need additional capital to fund operations and finance our growth, and we may not be able to obtain it on terms acceptable to us or at all We believe that the net proceeds from this offering, together with our existing assets will be sufficient to commence the operations described in our business plan. However, if we expand more rapidly than currently anticipated, our working capital needs will exceed our current expectations, and we will need to raise additional capital from equity or debt sources. If we cannot obtain financing on terms acceptable to us or at all, we may be unable to fund ongoing operations. Our business will suffer if we are not able to expand our business in China We expect to expand our business client base and be able to offer our services in China. This expansion will require significant management attention and financial resources. Our ability to expand our services into the China markets will be limited by our ability to market to, and attract, Chinese clients. Accordingly, we expect to commit substantial time and development resources to developing the China market. These efforts may not be successful, and we may not be able to compete effectively in that market. The markets we serve are highly competitive, and our competitors have much greater resources Many of our competitors and potential competitors have substantially greater financial, technical and marketing resources, larger customer bases, longer operating histories, greater name recognition and more established relationships in the business advisory and management consulting industry than we do. We cannot be sure that we will have the resources or expertise to compete successfully in the future. Some of our competitors may be able to provide clients with additional services at lower overall costs, and we cannot be sure that we will be able to match cost reductions by our competitors. In addition, we believe that there is likely to be increased competition in the future as additional business and management consultants enter the markets in which we operate. Our business has few barriers to entry, and if we are unable to distinguish ourselves from our competitors, our financial condition or results of operations could be materially and adversely affected. Changes in Hong Kong's political, legal and health conditions could harm our business Most of our assets and our initial business will be in Hong Kong, and we will conduct most of our business activities there. As a result, our results of operations and financial condition may be especially influenced by the political situation in Hong Kong and by the general state of the Hong Kong economy. Hong Kong is a special administrative region of China, but it has its own legislature, legal and judicial system and economic autonomy until the year 2047. We do not expect that this autonomy will be altered. However, any changes in political, legal or other conditions in Hong Kong altering this autonomy could have an adverse effect on our business operations. Additionally, this past summer Hong Kong suffered an outbreak of Severe Acute Respiratory Syndrome ("SARS"), and Hong Kong's economy suffered greatly because of this outbreak. There can be no assurance that another SARS outbreak will not occur or that if it does occur, it will not have a material negative impact on the Hong Kong and China economies. China's legal system has uncertainties which could harm our joint venture interests in China A number of our future business projects and plans are expected to be located in China. As a consequence, the economic, political, legal and social conditions in China could have an adverse effect on our business, results of operations and financial condition. The legislative trend in China over the past decade has been to enhance the protection afforded to foreign investment and allow for more active control by foreign parties of foreign invested enterprises. There can be no assurance, however, that legislation directed towards promoting foreign investment will continue. More restrictive rules on foreign investment could adversely affect our ability to expand our operations into China or repatriate any profits earned there. Restrictions on currency exchange may limit our ability to utilize our revenues effectively Although the Chinese government introduced policies in 1996 to allow greater convertibility of the Renminbi, the unit of currency in China, significant restrictions still remain. We can provide no assurance that the Chinese government will not impose greater restrictions on the convertibility of the Renminbi. Because some of our future revenues may be in the form of Renminbi, any future restrictions on currency exchanges may limit our ability to expand our business into the Chinese market. We have limited reporting requirements under the Securities Exchange Act of 1934 As a foreign private issuer, the rules and regulations under the Securities Exchange Act of 1934 provides us with certain exemptions. We are exempt from the rules prescribing the furnishing and content of proxy statements, and our officers, directors and principal stockholders are exempt from the reporting and short-swing profit recovery provisions. Also, we are not required to publish financial statements as frequently, as promptly or containing the same information as United States companies. There will be immediate and substantial dilution to new investors in this offering The initial public offering price is substantially higher than the pro forma net tangible book value per share of our common stock based on the pro forma net tangible book value per share of what the outstanding common share will be immediately after the offering. Any common shares you purchase in the offering will have a post-offering pro forma net tangible book value per share of $0.0357 less than the price you paid for the share, assuming an initial public offering price of $0.05 per share of common stock. We will not pay dividends for the foreseeable future We anticipate that earnings, if any, will be retained for the development of our business and that no cash dividends will be declared on our common stock for the foreseeable future. Our business could be harmed if management uses our proceeds from this offering ineffectively Our management will have significant flexibility in applying the net proceeds of this offering that we receive. We intend to use the proceeds of this offering for general operating expenses, the drafting of a comprehensive business plan, recruiting and hiring experienced business and management consultants and marketing and advertising. However, as of the date of this prospectus, we cannot specify with certainty the particular uses for the net proceeds to be received upon completion of this offering. The failure of our management to apply these proceeds effectively could have a material adverse affect on our business, results of operations and financial condition. Certain judgments obtained against us by our shareholders may not be enforceable in the BVI We are a BVI company. All of our officers and directors reside outside of the United States. All or substantially all of our assets and the assets of these persons are located outside of the United States. As a result, it may not be possible for investors to effect service of process within the United States upon us or such persons or to enforce against us or these persons the United States federal securities laws, or to enforce judgments obtained in United States courts predicated upon the civil liability provisions of the federal securities laws of the United States, including the Securities Act of 1933 and the Securities Exchange Act of 1934. See "Enforcement of Civil Liabilities." 5 FORWARD-LOOKING STATEMENTS This prospectus includes forward-looking statements that include risks and uncertainties. We use words such as "anticipates," "believes," "plans," "expects," "future," "intends" and similar expressions to identify such forward-looking statements. This prospectus also contains forward-looking statements attributed to certain third parties relating to their estimates regarding the operation and growth of our business and spending. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this prospectus. We have based these forward-looking statements on our current expectations and projections about future events. The forward-looking statements included in this prospectus are also subject to risks, uncertainties and assumptions about us. Our actual results of operations may differ materially from the forward-looking statements as a result of, among other things, lack of demand for our business advisory and consulting services, increased competition and the inability to recruit experienced consultants and the other risk factors described under "Risk Factors." We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this prospectus might not occur. ENFORCEABILITY OF CIVIL LIABILITIES We are a BVI company. All of our officers and directors reside outside of the United States. All or substantially all of our assets and the assets of these persons are located outside of the United States. As a result, it may not be possible for investors to effect service of process within the United States upon such persons or us or to enforce against us or these persons the United States federal securities laws, or to enforce judgments obtained in United States courts predicated upon the civil liability provisions of the federal securities laws of the United States, including the Securities Act of 1933 and the Securities Exchange Act of 1934. We have been advised by our BVI counsel, Conyers Dill & Pearman, that civil liabilities predicated solely upon such securities laws, whether in original actions or in actions for enforcement of judgments of United States courts, may not be enforceable in the BVI. We have appointed National Registered Agents, Inc., 875 Avenue of the Americas, New York, New York, 10011 as our agent to receive service of process in the United States. USE OF PROCEEDS We will receive the proceeds of the sale of the common stock. We expect to receive an aggregate of up to $100,000 in gross proceeds from this offering, and we expect to pay approximately $24,000 in out-of-pocket costs and expenses in connection with this offering. The net proceeds which we receive will be used for our general operating expenses, the drafting of a comprehensive business plan, recruiting and hiring experienced business advisors and management consultants and marketing and advertising. There are no minimum requirements for the sale of our common stock. There are no minimum amounts of proceeds that are required to be raised by us before funds are made available to us, nor are any funds to be held in escrow. The following table shows how we intend to use the funds raised assuming the offering is completely subscribed for.
Use of Proceeds Amount to be Spent Percentage of Total Proceeds Recruiting consultants $40,000 40% Advertising, Market Research Seminars $10,000 10% Office in Hong Kong $10,000 10% General Operating Expenses $16,000 16% Expenses of this offering $24,000 24%
In the event that less than all the securities to be offered by this prospectus are sold and there are insufficient funds to fully develop our business plan, the net proceeds will be used mainly for recruiting and hiring experienced business advisors and management consultants. DETERMINATION OF OFFERING PRICE The offering price of the common stock being offered has been determined arbitrarily and has no relationship to any established criteria of value, such as book value or earnings per share. Additionally, because we have not commenced business operations, no significant operating history and have not generated any revenues to date, the price of our common stock is not based on past earnings, nor is the price of the common stock indicative of the current market value for the assets owned by us. We make no representations as to any objectively reasonable value of the common stock. Since we have not retained an underwriter for purposes of this offering, the offering price has not been subject to evaluation by any third party as would be the case in an underwritten offering. Prices for the shares of our common stock after this offering will be determined in the available market and may be influenced by many factors, including the depth and liquidity of the market for our common stock and general economic and market conditions. 6 DIVIDEND POLICY We have never declared or paid any cash dividends on our capital stock and we do not intend to pay any cash dividends on our common stock, or indirectly on our common stock, for the foreseeable future. Our current policy is to retain earnings, if any, to finance the expansion of our business and for general corporate purposes. Future dividends, if any, will be determined solely by our board of directors and will depend upon, among other things, our earnings, financial condition, capital requirements, level of indebtedness, and other factors the board of directors believes is relevant. SELLING SHAREHOLDERS There are no selling security holders. PLAN OF DISTRIBUTION The Offering We are offering 2,000,000 new shares of common stock to the public at a price of $0.05 per share. We will exclusively sell the common stock on a "best efforts, no minimum basis". There are no underwriters or broker-dealers involved in the selling of our common stock. There is no minimum purchase requirement and no arrangements to place funds in an escrow, trust or similar account. As the funds are raised, they will be made available to us for our use. There is no minimum amount of funds which must be raised by us before the funds are made available to us. Our directors will personally distribute the prospectus to prospective investors whom we believe may be interested, or who have contacted us expressing an interest in evaluating an investment in our common stock. The offer and sale of shares of our common stock offered pursuant to this prospectus will commence after this registration statement is declared effective, on a delayed and continuous basis pursuant to Rule 415 of the Securities Act of 1933. We intend to offer shares of our common stock to persons who are not residents of the United States, but only to the extent we may lawfully do so under the laws of the country where the offeree resides. We may sell our common stock in privately negotiated transactions, or in the event our common stock is quoted on the OTCBB, in such public market. Nothing in this prospectus will prevent our common stock from may also be sold in compliance with the Securities and Exchange Commission Rule 144 of the Securities Act of 1933. Offering Expenses The expenses payable by us in connection with the issuance and distribution of the securities being registered are estimated as follows: Securities and Exchange Commission Registration Fee $810 U.S. Legal Fees $20,000 BVI Legal Fees $1,500 Accounting Fees $1,500 Printing $190 TOTAL $24,000 EXCHANGE RATE Quantitative and Qualitative Disclosures About Market Risks We will record our finances in Hong Kong dollars and report our operations in U.S. dollars. Fluctuations in the exchange rate between Hong Kong dollars and the U.S. dollars will affect the amount of dollars reported in our financial statements. We do not expect to actively use derivative instruments to reduce our exposure to foreign currency risk. The following table sets forth certain information concerning the average rates of exchange between Hong Kong dollars and U.S. dollars for the periods indicated. It represents the noon buying rate in New York for cable transfers payable in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York. the average noon buying rate is determined by averaging the rates on the last business day of each month during the relevant period.
CALENDAR YEAR AVERAGE NOON BUYING RATE (HK$ PER US$) 1998 7.7467 1999 7.7594 2000 7.7924 2001 7.7997 2002 7.7997 LAST SIX CALENDAR MONTHS HIGH LOW April 2003 7.7997 7.7991 May 2003 7.7995 7.7985 June 2003 7.7993 7.7980 July 2003 7.7998 7.7950 August 2003 7.7998 7.7920 September 2003 7.7999 7.7444
7 CAPITALIZATION AND INDEBTEDNESS The following table sets forth our capitalization and indebtedness as of May 30, 2003. Our capitalization and indebtedness are presented on an actual basis and on a pro forma basis as adjusted to reflect the successful sale of 2,000,000 of our shares of common stock in this offering. You should read this table in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our financial statements and the notes thereto, included elsewhere in this prospectus. On a pro forma as adjusted basis, cash equivalents will be US$200,256, total shares issued and outstanding will be 12,000,000 and total stockholders' equity will be US$171,928.
PRO FORMA AS OF MAY 30, AFTER THIS 2003 OFFERING Cash $100,256 $200,256 Long-term debt: $0 $0 Common stock: $0.01 par value; Number of shares authorized: 10,000,000 shares issued and outstanding on an actual basis, $100,000 12,000,000 shares issued and outstanding on a pro forma as adjusted basis: $200,000 Additional paid-in capital $0 $0 Accumulated deficit $(4,072) $(28,072) Total stockholders' equity $95,928 $171,928
8 DILUTION Our pro forma net tangible book value as of May 30, 2003 was $95,928, or $0.0096 per common share. Pro forma net tangible book value per common share is determined by dividing the amount of our total tangible assets less total liabilities by the pro forma number of common share outstanding at that date. Dilution in net tangible book value per common share represents the difference between the amount per common share paid by purchasers of common stock in this offering and the pro forma net tangible book value per common share immediately after the completion of this offering. After giving effect to the issuance and sale of 2,000,000 shares in this offering, at an assumed initial public offering price of $0.05 per share, and after deducting estimated offering expenses, which would result in estimated net proceeds of $76,000, our pro forma net tangible book value as of May 30, 2003, would have been $171,928 or $0.0143 per common share. This represents an immediate increase in the pro forma net tangible book value of $0.0047 per common share to existing shareholders and an immediate dilution of $0.0357 per common share to new investors. The following table illustrates the per share dilution:
Assumed initial public offering price per share........................ $0.05 Pro forma net tangible book value per common share at May 30, 2003..... $0.0096 Pro forma increase in net tangible book value per common share attributable to new investors........................................ $0.0047 Pro forma net tangible book value per common share after this offering. $0.0143 Pro forma dilution per common share to new investors................... $0.0357
9 SELECTED FINANCIAL INFORMATION The following table sets forth our selected consolidated financial data. You should read this information together with our consolidated financial statements and the notes to those statements beginning on page F-1 of this prospectus and the information under "Summary Financial Information" and "Management's Discussion and Analysis of Financial Condition and Results of Operations." The selected financial and other data set forth below should be read in conjunction with our financial statements, including the notes thereto, and "Managements Discussion, and Analysis of Financial Condition and Results of Operations" included in this prospectus. The statement of operations data set forth below for the period ended May 30, 2003 and the balance sheet data as of May 30, 2003 are derived from our audited financial statements included elsewhere in this prospectus, which have been audited by PKF Certified Public Accountants. Our financial statements are prepared in accordance with accounting principles generally accepted in the United States of America. FROM APRIL 8, 2002 (INCEPTION) TO MAY 30, 2003 STATEMENT OPERATIONS DATA:
Revenues: $0 Expenses: Formation expenses $1,026 General and administrative expenses $3,046 Net Loss $(4,072) Number of shares outstanding 10,000,000 Basic and diluted loss per share of common stock $0.0004 AS OF MAY 30, 2003 BALANCE SHEET DATA: Cash $100,256 Total assets $100,256 Total stockholders' equity $95,928
We are in our early developmental and promotional stages. To date, our only activities have been organizational, raising our initial capital, preparing a business plan and preparing this registration statement. We have not commenced commercial operations. As a result, the selected financial data presented above bear no resemblance to the results that we expect when we begin operations 10 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this prospectus. The following discussion contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in those forward-looking statements as a result of certain factors, including, but not limited to, those set forth under "Risk Factors" and other information contained in this prospectus. Results of Operations We are a newly incorporated company in a development stage. To date, we have not commenced business operations and have not generated any revenues. From April 8, 2002 (inception) to May 30, 2003, we have engaged in no significant operations other than our organization, raising our initial capital, developing a general business plan and preparing this prospectus and registration statement. The following discussion and analysis should be read in conjunction with our audited financial statements and notes thereto for the period of inception to May 30, 2003 and other financial information included elsewhere in this prospectus. This prospectus contains forward-looking statements that contain risks and uncertainties. Our actual results may differ significantly from the results discussed in the forward looking statements. Our operations in the upcoming year will vary based on the amount of funds we raise. Regardless of whether any funds are raised, we anticipate incurring a significant loss as a result of organizational expenses, expenses related to the filing of this registration statement and recruiting experienced business consultants to begin implementing our business plan. Assuming no funds are raised, we believe that cash on hand will meet our immediate cash requirements for the upcoming year. Liquidity and Capital Resources We remain in the development stage and have experienced no significant change in liquidity or capital resources or shareholders' equity. Our balance sheet as of May 30, 2003 reflects total assets of $100,256 in cash. With our cash on hand, we expect to carry out the operations set forth in our business plan even in the event we are unable to raise funds through this offering. We do not intend to expand our operations until the sales of our services have occurred and we feel that our revenues will support such an expansion. Initially, we will recruit and hire our business consultants on as needed basis and only when a particular client has agreed to retain the consultant. We believe that most of our consultants will work at the client's site, and we will only require a small administrative office. We have no specific long term capital requirements other than those which would vary from the sale of our services and no material borrowings. In our opinion, our working capital is sufficient for our present requirements for the next twelve months. In the event that we require more working capital, no commitment to provide the additional capital has been made by our sole shareholder. Accordingly, there can be no assurance that any additional funds will be available on terms acceptable to us, or at all. Off-balance Sheet Arrangements Since our inception, we have not engaged in any off-balance sheet arrangements. Contractual Obligations We are in our early developmental stage and to date we have no contractual obligations. 11 BUSINESS Overview We are a development stage company incorporated in the BVI on April 8, 2002. As of the date of this prospectus, our only activities have been our organization, raising our initial capital, developing a general business plan and preparing this registration statement. We have not engaged in any substantive business activities to date. We were founded by Mr. Li Sze Tang, who is presently our Chief Operating Officer and Chairman of the Board. Mr. Li has over 20 years of business experience in Hong Kong and China in various aspects of business finance and investments. Business Advisory and Management Consulting Services We aim to become a leading provider of business advisory and management consulting services in greater China, initially concentrating on the Hong Kong market and eventually expanding into China. Our focus will be on SMEs, which have the ability to react quickly to changes in the market and which have a strong growth potential. We intend to work closely with our clients to improve business performance, increase shareholder value and create competitive advantages. We will attempt to make our client's businesses operate in the most efficient manner. We intend to offer the following business advisory and management consulting services: Strategic Advisory Service We believe that in today's highly competitive business environment, it is more important than ever for businesses to identify their long-term goals and objectives. We hope to assist businesses to analyze their current business activities and assess future opportunities to help them achieve their long-term objectives. Through our independent analysis and objective assessment, we believe that we can help businesses develop effective investment and growth strategies, successful business portfolios and increase revenues, profitability and shareholder value. We expect to combine the commercial experience and business specific knowledge of our future employees and consultants with our extensive market research to provide comprehensive information for clients seeking to capitalize on business opportunities. Business Plan Preparation We believe that clients trying to obtain financing for a business startup or growing their existing businesses need to prepare a professionally written business plan specifically tailored for their businesses. We believe that the process of developing a business plan (i) ensures that a business will consider weaknesses in its operations that may be otherwise overlooked and (ii) highlights a company's strengths to make it attractive to investors. The business plan often serves as a company's first introduction to potential investors. We intend to offer a business plan preparation service to help clients through the process of drafting an effective business plan. Develop a Marketing Plan We believe that a company needs to develop an effective marketing plan to increase revenues. We intend to offer clients market analysis services, including research into the size, segment, growth potential, competitors, customers and buying behaviors of a particular market. With the results of our market analysis, we intend to help our clients develop marketing strategies and tactics to assist them to reach targeted markets, segments and customers. Mergers, Acquisitions, Restructurings and Sales of Businesses We believe that many business will request advice from us on the purchase, sale or merging of a business. Additionally, when a company is not achieving its long or short-term goals, it may need to reassess and restructure its entire business operations. We intend to offer services ranging from identifying prospects for purchasers and sellers, coordinating acquisition and sale opportunities, assisting in due diligence investigations, determining a fair price for a sale, purchase or merger, structuring and closing transactions and assisting with business integration following the completion of a merger, acquisition or sale. Advising Overseas Investors on Investments in Hong Kong and China China has been one of the largest recipients of foreign direct investment of all developing countries for the last several years. We believe that many foreign investors choose to invest in China through Hong Kong because of Hong Kong's developed business and legal systems. Therefore, we intend to offer overseas investors advisory services on the procedures to establish business operations in Hong Kong and China. Industry Background The Business Advisory and Management Consulting Market: Hong Kong is a leading business advisory and management consultancy center in Asia. We believe its status as one of the world's leading business centers, its well developed legal system, easy access to international skills and technology and the number of experienced consultants in Hong Kong has attracted many internationally renowned business advisory and management consultancy firms to build their presence there. Additionally, we believe China is regarded as offering one of the highest growth potentials for management consulting services. Hong Kong's management consulting sector should further benefit from China's liberalization due to its expected accession into the WTO and the recently signed CEPA agreement, under which Hong Kong management consulting companies will be permitted to establish wholly-owned enterprises in China. According to the Hong Kong Trade Development Council, as of March 2003, there were 3,312 business management and consultancy firms in Hong Kong, employing approximately 18,923 individuals. The services these firms offer can be broadly categorized into six sectors: General Management: including corporate and business strategy, business process re-engineering and management reorganization. Financial Management: including analysis of capital investment proposals, development of accounting and budgetary control systems and business valuations. Marketing Management: including the formation of marketing strategy and customer service policies. Production Management: including logistic studies, supply chain management, material requirement planning, manufacturing resource planning and efficient production procedures. Human Resource Management: including salary survey, job evaluation, pay scale assessment and performance management training. Information Technology Management: strategic study and system development. SMEs in Hong Kong and China: According to statistics released by the Small and Medium Enterprises Information Centre of the Trade and Industry Department of the Government of Hong Kong, in June 2003, there were about 290,000 SMEs in Hong Kong alone. SMEs accounted for over 98% of all businesses in Hong Kong and provided employment opportunities to approximately 1.3 million persons (which is approximately 60% of total employment, excluding the Hong Kong civil service). We believe that the Hong Kong government considers SMEs to be the backbone of Hong Kong's economy and the driving force of its economic development. During the past few years, the Hong Kong government has been assisting SMEs to grow and develop, particularly in the wake of the downturn in the Asian economy and the challenges brought about by the SARS outbreak in the summer of 2003. In a policy address in October of 2001 by the Hong Kong Chief Executive, the government indicated it would set aside HK$1.9 billion to establish four funding schemes with a total commitment of HK$7.5 billion to help SMEs. The four schemes which were set up in December 2001/January 2002 were the SME Loan Guarantee Scheme, the SME Export Market Fund, the SME Training Fund and the SME Development Fund. According to a report by the People's Daily Paper, in 2001 the number of SMEs in China exceeded 8 million, accounting for 99% of the country's total enterprises. In 2002, the Chinese government promulgated a series of laws and regulations to protect and promote the development of SMEs. The Laws of the People's Republic of China on the Promotion of Small and Medium-Sized Enterprise was adopted by the 28th Session of the Standing Committee of the Ninth National People's Congress on June 29, 2002, which took effect on January 1, 2003. The law contains seven sections and deals with funding assistance, business establishment support, technology innovation, market development, social support and preferential tax treatment. Strategy Our growth over the next several years will depend primarily on our ability to identify the business advisory and management consulting needs of SMEs in Hong Kong and China and to penetrate these markets. We intend to accomplish our objective by actively recruiting experienced business consulting personnel to finalize our business plan and begin advertising and marketing our services in Hong Kong and China. We plan to establish a business information center in Hong Kong for the purpose of collecting local market and business information, promoting business connections and establishing a core group of clients. As part of our growth strategy, we intend to form alliances with other business consulting entities in Hong Kong and China which would complement the services we plan to offer. We believe that in order to achieve our objective, we will need to establish a business network of local professionals and business partners. We plan to form alliances with independent accounting and business consulting firms in Hong Kong and China with an aim to obtain referral business. Additionally, these alliances will offer us an opportunity to access a wide range of market information and provide us with technical support, at little or no cost to us. Expanding into China While we initially intend to focus on the Hong Kong market, we believe that there will be a strong demand for our services in China. With China's expected accession to the WTO, the Chinese government is required to make significant changes to its economic system and its market liberalization policies in order to meet the WTO requirements. We believe that these changes in Chinese policies will generate increased opportunities for investors, both foreign and domestic, to enter the Chinese business market and as a result, we expect these changes will create business opportunities for us. Sales and Marketing We believe that to attract the clients necessary to achieve our objective of becoming a leading provider of business advisory and management consulting in Hong Kong and China, we must promote our corporate image and increase the public's awareness of the services we will be providing. To promote our services, we intend to organize and hold seminars in Hong Kong and China, publish newsletters and periodicals and develop our website. Competition We expect to face competition from many businesses, including those with greater name recognition, more resources (both human and financial), a wider range of services and a longer operating history than we do. Our competitors may also leverage their existing relationships with companies, expertise and established reputations to increase their share of the market. Furthermore, we consider the barriers to entry in our expected market to be low since substantial capital investment is not required, so it is likely that we will face many additional competitors in the future. Although we believe that we will be able to compete successfully in this market, we cannot assure you that we will be able to do so. Employees We are a development stage company and currently have no employees other than our executive officers, Mr. Li Sze Tang and Mr. Wilson Cheung. As part of our business plan, we initially plan to hire a business advisors and management consultants who have extensive experience in Hong Kong advising SMEs. Litigation We are not currently subject to any material legal proceedings Facilities We have no real property and currently operate from limited office space provided to us by First Asia International Holdings Limited ("First Asia"), for which we pay no rent. First Asia's address is located at Unit 1502, 15th Floor, World Wide House, 19 Des Voeux Road Central, Hong Kong, SAR. We do not believe that it will be necessary to obtain additional office space within the foreseeable future until our business plan is more fully developed, at which time we may need additional office facilities. 12 MANAGEMENT Executive Officers and Directors The following sets forth certain information with respect to our directors and executive officers as of the date of this prospectus.
Name Age Positions Li Sze Tang...................... 44 Chief Executive Officer and Chairman of the Board of Directors Wilson Cheung.................... 29 Chief Financial Officer and Director
The following is a brief account of the business experience of each of our directors and executive officers. Mr. Li Sze Tang has approximately twenty years of experience in various aspects of finance and investments. He received a Master's degree in science from the Imperial College of Science, Technology and Medicine from the University of London and a Master's degree in Economic Law from Zhongshan University, PRC. He is a Fellow Member of Chartered Institute of Management Accountants, the United Kingdom and the Hong Kong Society of Accountants. Mr. Cheung has more than five years' working experience in the investment banking and corporate finance areas. Mr. Cheung is engaging in the provision of corporate finance, financial advisory, securities placement and underwriting services. During the course of his employment, Mr. Cheung had successfully assisted a number of companies to list on both of the Main Board and GEM board of the SEHK. Mr. Cheung holds a Bachelor of Business degree from Swinburne University of Technology, Melbourne of Australia. Board of Directors Practices The sole subscriber to our Memorandum and Articles of Association appointed Mr. Li Sze Tang as one of our first directors. Mr. Wilson Cheung was appointed by the board of directors to fill a vacancy of a resigning director. Our directors serve a one-year term or until their successor is elected and qualified. Our board of directors have not established an audit committee or a remuneration committee at this time. Directors' and Officer's Compensation None of our directors or officers has received any remuneration from us. Although there is no current plan, it is possible that as our business develops, we may adopt a plan to pay our directors and/or officers compensation for services rendered to implement our business plan. Our directors and officers are not currently subject to any service or employment contract with us. We have no stock option plan, retirement scheme, incentive programs, pension or profit sharing programs for the benefit of our director and officers, however, the board of directors may adopt one or more of these programs in the future. RELATED PARTY TRANSACTIONS From April 30, 2002 (the date of inception) to the date of this prospectus, we have not entered into any related party transactions PRINCIPAL SHAREHOLDERS The following table sets forth certain information regarding beneficial ownership of our common stock as of May 30, 2003 by: o each person who is known by us to own beneficially more than 5% of the outstanding common stock, o each of our current executive officers and directors, o all of our current executive officers and directors as a group. The table has been prepared on a pro forma basis assuming: As used in this table, "beneficial ownership" means the sole or shared power to vote or direct the voting or to dispose or direct the disposition of any common share.
Common stock Beneficially Common stock Beneficially Owned Prior To This Offering Owned After This Offering Beneficial Owner Number Percent Number Percent Li Sze Tang (1)................ 10,000,000 100% 10,000,000 83%
(1) These shares are held of record by First Asia international Holdings Limited, of which Mr. Li Sze Tang owns 50% and his wife owns 50%. Mr. Li Sze Tang is our CEO and Chairman of the Board. 13 DESCRIPTION OF COMMON STOCK General Our authorized share capital consists of 100,000,000 shares of common stock, each with a par value of $0.01 per share. As of May 30, 2003, there were 10,000,000 common stock issued and outstanding. We have no authorized preferred shares. Each share of common stock is entitled to one vote on all matters submitted to a vote by shareholders, including the election of directors. There are no cumulative voting rights in the election of directors. All shares of common stock are equal to each other with respect to liquidation and dividend rights and are entitled to receive dividends if and when our board declares them out of funds legally available for distribution under BVI law. Upon our liquidation, all assets available for distribution are distributable among shareholders according to their respective holdings. There are no preemptive rights to purchase any additional, unissued shares of common stock. 14 MEMORANDUM AND ARTICLES OF ASSOCIATION Corporate Powers We have been registered as a limited liability company in the BVI since April 8, 2002 under British Virgin Islands International Business Companies number 490452. Pursuant to Clause 4 of our Memorandum of Association the objects for which we are established are to engage in any act or activity that is not prohibited under any law for the time being in force in the BVI. Directors No agreement or transaction between us and one or more of our directors or any person in which any director has a financial interest or to whom any director is related, including as a director of that other person, is void or voidable for this reason only or by reason only that the director is present at the meeting of directors or at the meeting of the committee of directors that approves the agreement or transaction or that the vote or consent of the director is counted for that purpose if the material facts of the interest of each director in the agreement or transaction and his interest in or relationship to any other party to the agreement or transaction are disclosed in good faith or are known by the other directors. A director who has an interest in any particular business to be considered at a meeting of directors or members may be counted for purposes of determining whether the meeting is duly constituted. With the prior or subsequent approval by a resolution of members, the directors may, by a resolution of directors, fix the emoluments of directors with respect to services to be rendered in any capacity to us. The directors may by resolution of directors exercise all the powers of the company to borrow money and to mortgage or charge our undertakings and property or any part thereof, to issue debentures, debenture stock and other securities whenever money is borrowed or as security for any debt, liability or obligation of us or of any third party. There is no age limit requirement for retirement or non-retirement of directors. A director shall not require a share qualification. Directors are not required to stand for election at staggered intervals. Share Rights, Preferences and Restrictions Dividends We may by a resolution of directors declare and pay dividends in money, shares, or other property, but dividends shall only be declared and paid out of surplus. In the event that dividends are paid in specie, the directors shall have responsibility for establishing and recording in the resolution of directors authorising the dividends, a fair and proper value for the assets to be so distributed. All our shares have the same rights with regards to dividends and distribution upon our liquidation. All dividends unclaimed for three years after having been declared may be forfeited by resolution of the directors for our benefit. Voting Rights and Redemption We only have one class of common shares. All common shares have one vote each and are subject to redemption, purchase or acquisition by us for fair value. We may purchase, redeem or otherwise acquire and hold our own shares but only out of surplus or in exchange for newly issued shares of equal value. Changing Share Rights If at any time the authorized capital is divided into different classes or series of shares, the rights attached to any class or series (unless otherwise provided by the terms of issue of the shares of that class or series) may, whether or not we are being wound up, be varied with the consent in writing of the holders of not less than three-fourths of the issued shares of that class or series and of the holders of not less than three-fourths of the issued shares of any other class or series of shares which may be affected by such variation. Shareholders' Meetings The directors may convene meetings of our members at such times and in such manner and places within or outside the BVI as the directors consider necessary or desirable. The directors shall convene such a meeting upon the written request of members holding ten percent or more of our outstanding voting shares. The directors shall give not less than seven days' notice of the meeting to those persons whose names on the date the notice is given appear as members in the share register and are entitled to vote at the meeting. Restrictions on Rights to Own Securities There are no limitations on the rights to own our securities. Change in Control Provisions There are no provisions of our Memorandum of Association and Articles of Association that would have an effect of delaying, deferring or preventing a change in our control and that would have operate only with respect to a merger, acquisition or corporate restructuring involving us. Disclosure of Share Ownership There are no provisions in our Memorandum of Association and Articles of Association which require that shareholder ownership must be disclosed. Certain Differences Between U.S. and BVI Company Laws In most U.S. jurisdictions, majority and controlling shareholders of a company generally have certain "fiduciary" responsibilities to its minority shareholders. Corporate actions taken by majority and controlling shareholders which are patently unreasonable and materially detrimental to minority shareholders may be declared null and void. Minority shareholder protection under BVI law may not be as protective in all circumstances as the law protecting minority shareholders in U.S. jurisdictions. Unlike most U.S. jurisdictions, our Memorandum of Association allows our directors to take certain actions without shareholder approval, including amending our Memorandum and Articles of Association or increasing or reducing our authorized share capital. In most U.S. jurisdictions, these actions which would require shareholder approval. Additionally, unlike most U.S. jurisdictions, the directors of a BVI company, subject in certain cases to court approval but without shareholder approval, may, among other things, implement a reorganization, certain mergers or consolidations, the sale, transfer, exchange or disposition of any assets, property, part of the business, or securities of the company, or any combination, if they determine it is in the best interests of the company, its creditors, or its shareholders. Similar to the laws of most U.S. jurisdictions, BVI law does permit shareholder derivative actions against its directors. However, the circumstances in which any such action may be brought, and the procedures and defenses that may be available in respect of any such action, may result in the rights of shareholders of a BVI company being more limited than those of shareholders of a company incorporated and/or existing in the U.S. As with most U.S. jurisdictions, the business and affairs of a company established in the BVI are managed by the company's board of directors. In most U.S. jurisdictions, directors owe a fiduciary duty to the company and its shareholders, including a duty of care, under which directors must properly apprise themselves of all reasonably available information, and a duty of loyalty, under which they must protect the interests of the company and refrain from conduct that injures the company or its shareholders or that deprives the company or its shareholders of any profit or advantage. Under BVI law, liability of a director to the company is primarily limited to cases of willful malfeasance in the performance of his duties or to cases where the director has not acted honestly and in good faith and with a view to the best interests of the company. However, under our Articles of Association, we are authorized to indemnify any director or officer who is made or threatened to be made a party to a legal or administrative proceeding by virtue of being one of our directors or officers, provided such person acted honestly and in good faith and with a view to our best interests and, in the case of a criminal proceeding, such person had no reasonable cause to believe that his conduct was unlawful. Pursuant to our Articles of Association, if any director or officer is successful in defense of any civil, administrative or criminal proceedings that director or officer is entitled to be indemnified against all judgments, fines and amounts paid in settlement and reasonably incurred by that director or officer in connection with those proceedings. The above description of certain differences between BVI and U.S. corporate laws is only a summary and does not purport to be complete or to address every applicable aspect of such laws. However, we believe that all material differences are disclosed above. Changes in Capital Requirements to effect changes in capital are not more stringent than is required by law. Material Contracts We are in our early developmental stage and we have not entered into any material contracts and specifically no material contracts outside the ordinary course of our business. Exchange Controls BVI and Hong Kong There are no material exchange controls restrictions on payment of dividends, interest or other payment to the holders of our common stock or on the conduct of our operations either in Hong Kong, where our principal executive offices are located, or the BVI, where we are incorporated. There are no material BVI laws which impose any material exchange controls on us or that affect the payment of dividends, interest or other payment to nonresident holders of our common stock. BVI law and our Memorandum and Articles of Association imposes no material limitations on the right of non-residents or foreign owners to hold or vote our common stock. China China imposes control over the convertibility of Renminbi into foreign currencies. Under the current unified floating exchange rate system, the People's Bank of China ("PBOC") publishes a daily exchange rate for Renminbi, or the PBOC Exchange Rate, based on the previous day's dealings in the inter-bank foreign exchange market. Financial institutions authorized to deal in foreign currency may enter into foreign exchange transactions at exchange rates within an authorized range above or below the PBOC Exchange Rate according to market conditions. Pursuant to the Foreign Exchange Control Regulations issued by the State Council on April 1, 1996 and the Administration of Settlement, Sale and Payment of Foreign Exchange Regulations which came into effect on July 1, 1996 regarding foreign exchange control, or the Regulations, conversion of Renminbi into foreign exchange by foreign investment enterprises for current account items, including the distribution of dividends and profits to foreign investors of joint ventures, is permissible. Foreign investment enterprises are permitted to remit foreign exchange from their foreign exchange bank account in China on the basis of, inter alia, the terms of the relevant joint venture contracts and the board resolutions declaring the distribution of the dividend and payment of profits. Conversion of Renminbi into foreign currencies and remittance of foreign currencies for capital account items, including direct investment, loans, security investment, is still subject to the approval of the State Administration of Foreign Exchange, or SAFE, in each such transaction. On January 14, 1997, the State Council amended the Foreign Exchange Control Regulations and added, among other things, Article 5 provides that the Chinese Government shall not impose restrictions on recurring international payments and transfers. Under the Regulations, foreign investment enterprises are required to open and maintain separate foreign exchange accounts for different types of foreign exchange transactions, and the permitted scope of receipts and expenditures for such accounts is limited to the type of foreign exchange transactions designated for such accounts. In addition, foreign investment enterprises may only buy, sell and/or remit foreign currencies at those banks authorized to conduct foreign exchange business upon the production of valid commercial documents and, in the case of capital account item transactions, document approval from the SAFE. Currently, foreign investment enterprises ("FIEs") are required to apply to the SAFE for foreign exchange registration certificates. These certificates are subject to review and renewal by the SAFE on an annual basis, Once an FIE obtains this certificate or a foreign exchange sales notice from the SAFE (which is obtained on a transaction-by-transaction basis), upon fulfilling certain other conditions , the FIE may enter into foreign exchange transactions at banks authorized to conduct foreign exchange business to obtain foreign exchange for their needs. 15 TAXATION The following is a summary of the material BVI and United States federal income tax consequences of an investment in our common stock based upon laws and relevant interpretations thereof in effect as of the date of this prospectus, all of which are subject to change. This summary does not deal with all possible tax consequences relating to an investment in our common stock, such as the tax consequences under state, local and other tax laws. British Virgin Islands Taxation Currently, there is no income tax treaty or convention in effect between the United States and the BVI. Pursuant to the International Business Companies Act of the British Virgin Islands in effect as of the date of this prospectus, holders of common stock who are not residents of the BVI are exempt from BVI income tax on dividends paid with respect to the common stock, and all holders of common stock are not liable for BVI income tax on gains realized during that year on sale or disposal of such shares. The BVI does not impose a withholding tax on dividends paid by a company incorporated under the International Business Companies Act. There are no capital gains, gift or inheritance taxes levied by the BVI government on companies incorporated under the International Business Companies Act. In addition, transfers of the common stock of a BVI company is not subject to transfer taxes, stamp duties or similar charges or levies. United States Federal Income Taxation The following discussion addresses the material United States federal income tax consequences of the ownership and disposition of common stock that are held as a capital asset by a "U.S. Investor." A "U.S. Investor" means a person who or that is any of the following: o a citizen or resident of the United States, o a corporation or partnership created or organized in or under the laws of the United States or any political subdivision thereof, o an estate the income of which is subject to U.S. federal income taxation regardless of its source, o a trust that is subject to the supervision of a court within the United States and the control of one or more U.S. persons, or o a trust that has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person. This discussion assumes that any dividends will be payable, and sales and exchanges of shares of common stock will be effected, in U.S. dollars. This summary does not address the United States federal income tax treatment of the following types of investors, each of whom may be subject to tax rules that differ significantly from those summarized below: o life insurance companies, o tax-exempt investors, o banks, o broker-dealers, o persons who or that hold 10% or more our voting shares, o persons who or that hold our common stock as part of a straddle, hedging, integrated or conversion transaction, or o persons whose "functional currency" is not the U.S. dollar. The tax law upon which this discussion is based is subject to change at any time, and any change may be applied retroactively in a manner that could adversely affect you. The Internal Revenue Service could take different positions concerning the tax consequences of ownership and disposition of shares of common share discussed below and such positions could be sustained. You are advised to consult your own tax adviser with respect to the particular consequences to you of owning a common share, and with respect to the effects of state, local or foreign tax laws to which you may be subject. Dividends If a U.S. Investor receives a distribution with respect to a share of common stock or (other than a pro rata distribution of additional common stock or rights with respect to a common stock): o you will be required to include the distribution in gross income as a taxable dividend to the extent the distribution is paid from our current or accumulated earnings and profits, as determined for United States federal income tax purposes; o distributions in excess of our current and accumulated earnings and profits will be treated as a non-taxable return of capital to the extent of your basis in the common stock, and will be applied against and reduce your basis in the common stock; and o distributions in excess of our current and accumulated earnings and profits and also in excess of your basis in the common stock will, to the extent of the excess, be treated as capital gain. Dividends paid by us will not be eligible for the corporate dividends received deduction. Dividends paid by us will generally constitute foreign source "passive income" for foreign tax credit limitation purposes. A distribution to you of additional shares of common stock or rights to subscribe for additional shares of common stock should not be subject to United States federal income tax if received as part of a pro rata distribution to all of our shareholders. Disposition of Common Stock If you sell or otherwise dispose of shares of common stock you will recognize capital gain or loss in an amount equal to the difference between your adjusted basis in the common stock and your amount realized on the disposition. Such capital gain or loss will be long-term capital gain or loss if you have held the share of common stock for more than one year at the time of the disposition. Gain or loss that you realize on the disposition of a share of common stock will generally be treated as U.S. source gain or loss for foreign tax credit purposes. Information Reporting and Backup Withholding Non-corporate U.S. Investors may be subject to information reporting and backup withholding with respect to dividends on, or the proceeds from the disposition of, common stock made within the United States. In order to avoid backup withholding of 31% on amounts received, U.S. Investors may be required to provide their taxpayer identification number and comply with certain other requirements concerning information reporting, or otherwise qualify for an exemption. Any amounts withheld will be allowed as a credit against or refund of your U.S. federal income tax liability, provided you furnish the required information to the Internal Revenue Service. SHARES ELIGIBLE FOR FUTURE SALE Prior to this offering, there has not been any public market for our shares of common stock, and no prediction can be made as to the effect, if any, that market sales of common stock or the availability of shares for sale will have on the market price of the common stock prevailing from time to time. Nevertheless, sales of substantial amounts of our common stock in the public market, or the perception that such sales could occur, could adversely affect the market price of our common stock and could impair our future ability to raise capital through the sale of our equity securities. Upon completion of this offering, we will have outstanding 12,000,000 shares of common stock. Of these shares of common stock, the common stock sold in this offering will be freely transferable without restriction or further registration under the Securities Act, except for any shares held by our "affiliates", as such term is defined by Rule 144 under the Securities Act. The remaining 10,000,000 shares, and any shares purchased by affiliates in this offering, will be "restricted shares" as defined in Rule 144. LEGAL MATTERS The law firm of Conyers, Dill & Pearman, British Virgin Islands, has given us its opinion that upon issuance, the shares will be duly authorized, legally issued, fully paid and non assessable common stock of our company. Conyers, Dill & Pearman has not passed on any other legal matters in connection with this offering. EXPERTS The financial statements included in this prospectus have been audited by PKF, CPA, Hong Kong, independent public accountants, as indicated in their report on such financial statements, and are included in this prospectus in reliance upon the authority of said firm as experts in accounting and auditing in giving said report. ADDITIONAL INFORMATION We have filed with the Securities and Exchange Commission a registration statement on Form F-1 under the Securities Act, including exhibits and schedules, with respect to the common shares to be sold pursuant to this prospectus. This offering circular does not contain all of the information set forth in the registration statement or the exhibits and schedules which are part of the registration statement. For further information with respect to us and our common stock, reference is made to the registration statement and the exhibits and schedules thereto. Upon completion of this offering, we will be subject to the information requirements of the Securities Exchange Act of 1934, as amended, applicable to foreign private issuers. As a result, we will be required to file reports, including annual reports on Form 20-F, reports on Form 6-K and other information with the SEC. We also intend to submit to the SEC quarterly reports on Form 6-K which will include unaudited quarterly financial information, for the first three quarters of each fiscal year, in addition to our annual report on Form 20-F which will include audited annual financial information. These reports and other information filed or to be filed by us can be inspected and copied at the public reference facilities maintained by the SEC at: Judiciary Plaza 450 Fifth Street, N.W. Room 1024 Washington, D.C. 20549 Citicorp Center 500 West Madison Street Suite 1400 Chicago, Illinois 60661-2511 233 Broadway New York, New York 10279 Copies of these materials can also be obtained from the Public Reference Section of the SEC, 450 Fifth Street, N.W., Washington D.C. 20549, at prescribed rates or on the SEC website at www.sec.gov using the EDGAR system, free of charge. As a foreign private issuer, we will be exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements, and our executive officers, directors, and principal shareholders will be exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. 5 F-1 INDEX TO FINANCIAL STATEMENTS APEX WEALTH ENTERPRISES LIMITED FINANCIAL STATEMENTS FOR THE PERIOD ENDED MAY 30, 2003
INDEX Page Independent Auditors' Report F-2 Balance Sheet as of May 30, 2003 F-3 Statement of Operations for the period ended May 30, 2003 F-4 Statement of Stockholders' Equity for the period ended May 30, 2003 F-5 Statement of Cash Flows for the period ended May 30, 2003 F-6 Notes to the Financial Statements F-7
F-7 INDEPENDENT AUDITORS' REPORT To the Board of Directors and Stockholders of Apex Wealth Enterprises Limited We have audited the accompanying balance sheet of Apex Wealth Enterprises Limited as of May 30, 2003 and the related statements of operations, stockholders' equity and cash flows for the period from April 8, 2002 (date of incorporation) to May 30, 2003. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Apex Wealth Enterprises Limited as of May 30, 2003, and the results of its operations and its cash flows for the period from April 8, 2002 (date of incorporation) to May 30, 2003 in conformity with accounting principles generally accepted in the United States of America. /s/ PKF ______________________________ PKF Certified Public Accountants Hong Kong 08 September 2003 APEX WEALTH ENTERPRISES LIMITED BALANCE SHEET AS OF MAY 30, 2003
Note US$ ASSETS Current assets Cash and cash equivalents 100,256 ---------------- Total assets 100,256 ================ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Amount due to a director 2 3,046 Accrued expenses 1,282 ---------------- Total liabilities 4,328 ---------------- ---------------- Commitments and contingency Stockholders' equity Common stock, US$0.01 par value: 100,000,000 100,000 shares authorised: 10,000,000 shares issued and outstanding Accumulated deficit (4,072) ---------------- Total stockholders' equity 95,928 ---------------- ---------------- Total liabilities and stockholders' equity 100,256 ================
APEX WEALTH ENTERPRISES LIMITED STATEMENT OF OPERATIONS FOR THE PERIOD FROM APRIL 8, 2002 TO MAY 30, 2003 Note US$ Revenue - Expenses Formation expenses 1,026 General and administrative expenses 3,046 ---------------- Loss from operations (4,072) Income taxes 3 - ---------------- ---------------- Net loss (4,072) ================
Apex Wealth Enterprises LIMITED STATEMENT OF STOCKHOLDERS' EQUITY FOR THE PERIOD FROM APRIL 8, 2002 TO May 30, 2003 Common stock ----------------------------- ----------------------------- Accumulated Common Stock Amount deficit Total US$ US$ US$ Issuance of common stock 10,000,000 100,000 - 100,000 Net loss - - (4,072) (4,072) -------------- ------------ ----------------- ----------- Balance, May 30, 2003 10,000,000 100,000 (4,072) 95,928 ============== ============ ================= =========== ============== ============ ================= ===========
APEX WEALTH ENTERPRISES LIMITED STATEMENT OF CASH FLOWS FOR THE PERIOD FROM APRIL 8, 2002 TO MAY 30, 2003 US$ Cash flows from operating activities : Net loss (4,072) Changes in liabilities : Increase in accrued expenses 1,282 ---------------- Net cash used in operating activities (2,790) ---------------- ---------------- Cash flows from financing activities : Proceeds from issuance of common stock 100,000 Advance from a director 3,046 ---------------- ---------------- Net cash provided by financing activities 103,046 ---------------- Net change in cash and cash equivalents and cash and cash equivalents, end of period 100,256 ================
Apex Wealth Enterprises LIMITED NOTES TO FINANCIAL STATEMENTS FOR THE PERIOD ENDED MAY 30, 2003 1. Nature of business and significant accounting policies The Company The purpose of Apex Wealth Enterprises Limited ("the Company") is investment holding. The Company was incorporated under the International Business Companies Act of the British Virgin Islands on April 8, 2002 as a company with limited liability with authorised capital of US$50,000 divided into 50,000 shares of common stock at US$1 par value. On August 1, 2002, the authorised capital had been subdivided into 500,000 shares of common stock at US$0.1 par value. On May 12, 2003, the authorised capital was increased to US$1,000,000 divided into 100,000,000 shares of common stock at US$0.01 par value. The Company has no activity during the period. Cash and cash equivalents Cash and cash equivalents are short-term, highly liquid investments with original maturities of three months or less. Income taxes The Company accounts for income tax under the provisions of Statement of Financial Accounting Standards No. 109, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of the events that have been included in the financial statements or tax returns. Deferred income taxes are recognised for all significant temporary differences between tax and financial statements bases of assets and liabilities. Foreign currency translation and transactions The Company uses Hong Kong dollars ("HK$") as the functional currency. Transactions denominated in currencies other than HK$ are translated into HK$ at the applicable rates of exchange prevailing at the dates of the transactions. Monetary assets and liabilities denominated in other currencies are translated into HK$ at rates of exchange at the balance sheet dates. Exchange gains or losses arising from changes in exchange rates subsequent to the transactions dates for monetary assets and liabilities denominated in other currencies are included in the determination of net income for the respective period. Apex Wealth Enterprises LIMITED NOTES TO FINANCIAL STATEMENTS FOR THE PERIOD ENDED MAY 30, 2003 1. Nature of business and significant accounting policies Foreign currency translation and transactions (cont'd) For financial reporting purposes, HK$ has been translated into United States dollars ("US$") as the reporting currency. Assets and liabilities are translated at the exchange rate in effect at period end. Income statement accounts are translated at the average rate of exchange prevailing during the period. Translation adjustments arising from the use of different exchange rates from period to period are included as a component of stockholders' equity as "Accumulated other comprehensive income - foreign currency translation adjustments". Gains and losses resulting from foreign currency transactions are included in other comprehensive income (expenses). Use of estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 2. Amount due to a director The amount is interest free, unsecured and repayable within one year. 3. Income taxes The Company has net operating loss at May 30, 2003 for Hong Kong profits tax purpose. 4. Commitments and contingencies There was no significant commitments or contingent liabilities as of May 30, 2003. 5. Concentrations of Credit Risk Cash and cash equivalents are financial instruments that potentially subject the Company to concentrations of credit risk. II-4 PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 6. Indemnification of Directors, Officers and Employees Pursuant to BVI law, liability of a director to the company is basically limited to cases of willful malfeasance in the performance of his duties or to cases where the director has not acted honestly and in good faith and with a view to the best interests of the company. However, subject to the limitations provided below, we may indemnify against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred in connection with legal, administrative or investigative proceedings any person who (a) is or was a party or is threatened to be made a party to any threatened, pending or completed proceedings, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was a director, an officer or a liquidator of us; or (b) is or was, at our request, serving as a director, officer or liquidator of or in any other capacity is or was acting for, another company or a partnership, joint venture, trust or other enterprise. We may only indemnify a person if the person acted honestly and in good faith with a view to our best interests and, in the case of criminal proceedings, the person had no reasonable cause to believe that his conduct was unlawful. If a person to be indemnified has been successful in defense of any proceedings referred to above the person is entitled to be indemnified against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred by the person in connection with the proceedings. We may purchase and maintain insurance in relation to any person who is or was a director, an officer or a liquidator of us, or who at our the request is or was serving as a director, an officer or a liquidator of, or in any other capacity is or was acting for, another company or a partnership, joint venture, trust or other enterprise, against any liability asserted against the person and incurred by the person in that capacity, whether or not we have or would have had the power to indemnify the person against the liability as provided in our Articles of Association. Item 7. Recent Sales of Unregistered Securities The following sets forth information relating to all of our securities which we sold by since April 8, 2002, the date of our inception. All of such shares of common stock were purchased at a price of $.01 per share, which was paid for in cash.
- ---------------------------------------------- ---------------- ------------------------------- Name Date Number of common stock - ---------------------------------------------- ---------------- ------------------------------- - ---------------------------------------------- ---------------- ------------------------------- First Asia International Holdings Limited 4/21/2002 1,000,000 (after stock split) - ---------------------------------------------- ---------------- ------------------------------- - ---------------------------------------------- ---------------- ------------------------------- First Asia International Holdings Limited 5/12/2003 9,000,000 - ---------------------------------------------- ---------------- ------------------------------- - ---------------------------------------------- ---------------- ------------------------------- Total 10,000,000 - ---------------------------------------------- ---------------- -------------------------------
Note: Mr. Li Sze Tang owns of 50% and his wife owns the other 50% of all the issued and outstanding share capital of First Asia International Holdings Limited. The 10,000,000 shares of common stock sold by us to First Asia International Holding Limited were not registered under the Securities Act of 1933. All of the shares of common stock were offered and issued outside the United States, pursuant to Regulation S under the Securities Act of 1933. First Asia International Holdings Limited, and its beneficial owner Mr. Li Sze Tang, respectively, are entities and/or individuals who were not citizens or residents of the United States. None of these sales involved participation by an underwriter or a broker-dealer. Item 8. Exhibits and Financial Statement Schedules (a) The following is a list of exhibits filed as a part of this registration statement: Exhibits Exhibit Description Number 3.1 Memorandum of Association of Apex Wealth Enterprises Limited 3.2 Articles of Association of Apex Wealth Enterprises Limited 3.3 Resolution to Amend the Share Capital of Apex Wealth Enterprises Limited 4.1 Specimen Certificate for shares of our common stock 5.1 Opinion of Conyers Dill & Pearman regarding the legality of the common stock* 23.1 Consent of PKF, CPA. 23.2 Consent of Conyers Dill & Pearman (included in Exhibit 5.1) _* To be filed. Schedules All schedules have been omitted because either they are not required, are not applicable or the information is otherwise set forth in the consolidated financial statements and notes thereto. Item 9. Undertakings Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the provisions described in Item 14 above, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than our payment of expenses incurred or paid by our director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. We hereby undertake that we will: (1) File, during any period in which we offer or sell securities, a post-effective amendment to this Registration Statement to: (i) include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) reflect in the prospectus any facts or events arising after the effective date of the Registration Statement which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; and (iii)include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement. (2) For the purpose of determining any liability under the Securities Act of 1933, treat each such post-effective amendment as a new registration statement relating to the securities offered therein, and the offering of such securities at that time to be the initial bona fide offering thereof; (3) Remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering; and (4) File a post-effective amendment to the registration statement to include any financial statements required by section 210.3-19 at the start of any delayed offering or throughout a continuous offering. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Hong Kong, People's Republic of China, on this 29th day of October 2003. APEX WEALTH ENTERPRISES LIMITED By: /s/ LI SZE TANG _______________________________________ Li Sze Tang Chief Executive Officer and Chairman of the Board of Directors POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that each person whose signature appears below hereby authorizes, constitutes and appoints Li Sze Tang as his true and lawful attorney-in-fact, with full powers of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to sign any registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, that relates to the offering of securities covered by this registration statement, and to file the same with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact or his substitute, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on this 29th day of October, 2003.
Signatures Capacity Date /s/ LI SZE TANG ______________________________ Chief Executive Officer and 10/29/2003 Li Sze Tang Chairman of the Board /s/ WILSON CHEUNG ______________________________ Chief Financial Officer and 10/29/2003 Wilson Cheung Director /s/ MICHAEL LIN ______________________________ Authorized Representative in 10/29/2003 Michael Lin the United States
EXHIBIT INDEX Exhibit Description of Exhibit Number 3.1 Memorandum of Association of Apex Wealth Enterprises Limited 3.2 Articles of Association of Apex Wealth Enterprises Limited 3.3 Resolution to Amend the AuthorizedShare Capital of Apex Wealth Enterprises Limited 4.1 Specimen Certificate for shares of our common stock 5.1 Form of Legal Opinion of Conyers Dill & Pearman regarding the legality of the common stock 23.1 Consent of PKF, CPA. 23.2 Consent of Conyers Dill & Pearman (included in Exhibit 5.1) EX-3 3 ex31.txt EXHIBIT 3.1 MEMO. OF ASSOC.APEX WEATH ENTERP. Exhibit 3.1 TERRITORY OF THE BRITISH VIRGIN ISLANDS THE INTERNATIONAL BUSINESS COMPANIES ACT (CAP. 291) MEMORANDUM OF ASSOCIATION OF APEX WEALTH ENTERPRISES LIMITED Incorporated the 8th day of April, 2002 INCORPORATED IN THE BRITISH VIRGIN ISLANDS TERRITORY OF THE BRITISH VIRGIN ISLANDS THE INTERNATIONAL BUSINESS COMPANIES ACT (CAP. 291) MEMORANDUM OF ASSOCIATION OF APEX WEALTH ENTERPRISES LIMITED NAME 1. The name of the Company is APEX WEALTH ENTERPRISES LIMITED. REGISTERED OFFICE 2. The registered office of the Company will be located at the offices of Offshore Incorporations Limited, P.O. Box 957. Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands. REGISTERED AGENT 3. The registered agent of the Company will be Offshore Incorporations Limited of P.O. Box 957. Offshore Incorporations Centre, Road Town, Tortola. British Virgin Islands. GENERAL OBJECTS AND POWERS 4. The Objects for which the Company is established are to engage in any act or activity that is not prohibited under any law for the time being in force in the British Virgin Islands including but not limited to: (1) To purchase or otherwise acquire and undertake the whole or any part of the business, goodwill, assets and liabilities of any person, firm or company; to acquire an interest in, amalgamate with or enter into partnership, joint venture or profit-sharing arrangements with any person, firm or company; to promote, sponsor, establish, constitute, form, participate in. organise, manage, supervise and control any corporation, company, syndicate, fund, trust; business or institution. (2) To import, export, buy. sell (wholesale and retail), exchange, barter, let on hire, distribute and otherwise deal in and turn to account goods, materials, commodities, produce and merchandise generally in their prepared, manufactured, semi-manufactured arid raw state. (3) To purchase or otherwise acquire and hold. In any manner and upon any terms, and to underwrite, invest and deal in shares, stocks, debentures, debenture stock, annuities and foreign exchange, foreign currency deposits and commodities and enter into any interest rate exchange contracts, currency exchange contracts, forward contracts, futures contracts, options and other derivatives or financial instruments or products, whether or not entered into or acquired for the purpose of hedging against or minimising any loss concerning the assets and business of the Company, and from time to time to vary any of the same, and to exercise and enforce all rights and powers incidental to the Company's interest therein, and to carry on business as an investment trust, except a fund required to register under the Mutual Funds Act 1996 (as amended), and to invest or deal with the monies of the Company not immediately required for its operations in such manner as the Company may think fit. (4) To enter into. carry on and participate in financial transactions and operations of all kinds. (5) To manufacture, construct, assemble, design, repair, refine, develop, alter, convert, refit, prepare, treat, render marketable, process and otherwise produce materials, fuels, chemicals, substances and industrial, commercial and consumer products of all kinds. (6) To apply for, register. purchase or otherwise acquire and protect, prolong. and renew. in any part of the world, any intellectual and industrial property and technology of whatsoever kind or nature and licences. protections and concessions therefor, and to use, turn to account, develop, manufacture, experiment upon, rest, improve and licence the same. (7) To purchase or otherwise acquire and to hold, own, licence, maintain, work, exploit, farm, cultivate, use, develop, improve, sell, let. surrender, exchange, hire, convey or otherwise deal in lands, mines, natural resources, and mineral, timber and water rights, wheresoever situate, and any interest, estate and rights in any real, personal or mixed property and any franchises, rights, licences or privileges, and to collect, manage, invest, reinvest, adjust, and in any manner to dispose of the income, profits, and interest arising therefrom. (8) To improve, manage, develop, sell, let. exchange, invest, reinvest, settle, grant licences, easements, options, servitudes and other rights over, or otherwise deal with all or any part of the Company's property, undertaking and assets (present and future) including uncalled capital, and any of the Company's rights, interests and privileges. (9) To acquire, sell, own, lease, let out on hire, administer, manage, control, operate, construct, repair, alter, equip. furnish, fit out. decorate, improve and otherwise undertake and deal in engineering and construction works, buildings, projects, offices and structures of all kinds. (10) To carry on business as consulting engineers in all fields including without limitation civil, mechanical, chemical, structural, marine, mining, industrial, aeronautical, electronic and electrical engineering, and to provide architectural, design and other consultancy services of all kinds. (11) To purchase or otherwise acquire, take in exchange, charter, hire, build, construct, own. work, manage, operate and otherwise deal with any ship, boat, barge or other waterborne vessel, hovercraft, balloon, aircraft, helicopter or other flying machine, coach, wagon, carriage (however powered) or other vehicle, or any share or interest therein. (12) To establish, maintain, and operate sea, air, inland waterway and land transport enterprises (public and private) and all ancillary services. (13) To carry on the business of advisers. consultants, researchers, analysts and brokers of whatsoever kind or nature in all branches of trade, commerce, industry and finance. (14) To provide or procure the provision of every and any service or facility required by any person, firm or company. (15) To provide agency, corporate, office and business services to any person, firm or company, and to act as nominee or custodian of any kind and to act as directors, accountants. secretaries and registrars of companies incorporated by law or societies or organisations whether incorporated or not and to act as trustee under deeds of trust and settlement and as executor of wills and to receive assets into custody on behalf of clients and to manage, administer and invest such assets in accordance with any deed of trust or settlement, will or other instruments pursuant to which such assets are held. (16) To carry on all or any of the businesses of shippers and ship owners, ship and boat builders, charterers, shipping and forwarding agents, ship managers, wharfingers, lightermen, stevedores, packers, storers, fishermen and trawlers. (17) To carry on all or any of the businesses of hoteliers and restaurateurs and sponsors, managers and licencees of all kinds of sporting, competitive, social and leisure activities and of clubs, associations and social gatherings of all kinds and purposes. (18) To carry on business as auctioneers, appraisers, valuers, surveyors, land and estate agents. (19) To carry on business as farmers. graziers, dealers in and breeders of livestock, horticulturists and market gardeners. (20) To carry on all or any of the businesses of printers, publishers, designers, draughtsmen, journalists, press and literary agents, tourist and travel agents, advertisers, advertising and marketing agents and contractors, personal and promotional representatives, artists, sculptors, decorators, illustrators, photographers, film makers, producers and distributors, publicity agents and display specialists. (21) To establish and carry on institutions of education, instruction or research and to provide for the giving and holding of lectures, scholarships, awards, exhibitions, classes and meetings for the promotion and advancement of education or the dissemination of knowledge generally. (22) To carry on business as jewellers, goldsmiths, silversmiths and bullion dealers and to import, export, buy, sell and deal in (wholesale and retail) jewellery, gold, silver and bullion, gold and silver plate. articles of value, objects of art and such other articles and goods as the company thinks fit. and to establish factories for culturing, processing and manufacturing goods for the above business. (23) To design. invent, develop, modify, adapt. alter, improve and apply any object, article, device, appliance, utensil or product for any use or purpose whatsoever. (24) To develop, acquire, store, licence, apply. assign, exploit all and any forms of computer and other electronic software, programs and applications and information, databases and reference material and computer, digital and other electronic recording, retrieval. processing and storage media of whatsoever kind and nature. (25) To engage in the provision or processing of communications and telecommunications services, information retrieval and delivery, electronic message, electronic commerce, internet and database services. (26) To enter into any commercial or other arrangements with any government, authority, corporation, company or person and to obtain or enter into any legislation, orders, charters, contracts, decrees, rights, privileges, licences, franchises, permits and concessions for any purpose and to carry out, exercise and comply with the same and to make, execute, enter into, commence, carry on, prosecute and defend all steps, contracts, agreements, negotiations, legal and other proceedings, compromises, arrangements, and schemes and to do all other acts, matters and things which shall at any time appear conducive or expedient for the advantage or protection of the Company. (27) To take out insurance in respect of any and all insurable risks which may affect the Company or any other company or person and to effect insurance (and to pay the premiums therefor) in respect of the life of any person and to effect re-insurance and counter-insurance, but no business amounting to fire, life or marine insurance business may be undertaken. (28) To lend and advance money and grant and provide credit and financial or other accommodation to any person, firm or company. (29) To borrow or raise money in such manner as the Company shall think fit and in particular by the issue (whether at par or at a premium or discount and for such consideration as the Company may think fit) of bonds, debentures or debenture stock (payable to bearer or otherwise), mortgages or charges, perpetual or otherwise, and if the Company thinks fit charged upon all or any of the Company's property (both present and future) and undertaking including its uncalled capital and further, if so thought fit. convertible into any stock or shares of the Company or any other company, and collaterally or further to secure any obligations of the Company by a trust deed or other assurance. (30) To guarantee or otherwise support or secure, either with or without the Company receiving any consideration or advantage and whether by personal covenant or by mortgaging or charging all or part of the undertaking, property, assets and rights (present and future) and uncalled capital of the Company or by both such methods or by any other means whatsoever, the liabilities and obligations of and the payment of any moneys whatsoever (including but not limited to capital, principal, premiums, interest, dividends, costs and expenses on any stocks, shares or securities) by any person, firm or company whatsoever including but not limited to any company which is for the time being the holding company or a subsidiary of the Company or of the Company's holding company or is otherwise associated with the Company in its business, and to act as agents for the collection, receipt or payment of money, and to enter into any contract of indemnity or suretyship (but not in respect of fire, life and marine insurance business). (31) To draw, make, accept, endorse, negotiate, discount, execute, issue, purchase or otherwise acquire, exchange, surrender, convert, make advances upon, hold, charge, sell and otherwise deal in bills of exchange, cheques, promissory notes, and other negotiable instruments and bills of lading, warrants, and other instruments relating to goods. (32) To give any remuneration or other compensation or reward (in cash or securities or in any other manner the Directors may think fit) to any person for services rendered or to be rendered in the conduct or course of the Company's business or in placing or procuring subscriptions of or otherwise assisting in the issue of any securities of the Company or any other company formed or promoted by the Company or in which the Company may be interested in or about the formation or promotion of the Company or any other company as aforesaid. (33) To grant or procure pensions, allowances. gratuities and other payments and benefits of whatsoever nature to or for any person and to make payments towards insurances or other arrangements likely to benefit any person or advance the interests of the Company or of its Members, and to subscribe, guarantee or pay money for any purpose likely, directly or indirectly, to further the interests of the Company or of its Members or for any national, charitable, benevolent. educational, social public, general or useful object. (34) To pay all expenses preliminary or incidental to the formation and promotion of the Company or any other company and the conduct of the business of the Company or any other company. (35) To procure the Company to be registered or recognised in any territory. (36) To cease carrying on and wind up any business or activity of the Company, and to cancel any registration of and to wind up and procure the dissolution of the Company in any territory. (37) To distribute any part of the undertaking, property and assets of the Company among its creditors and Members in specie or in kind but so that no distribution amounting to a reduction of capital may be made without the sanction (if any) for the time being required by law. (38) To appoint agents, experts and attorneys to do any and all of the above matters and things on behalf of the Company or any thing or matter for which the Company acts as agent or is in any other way whatsoever interested or concerned in any part of the world. (39) To do all and any of the above matters or things in any part of the world and either as principal, agent, contractor, trustee, or otherwise and by or through trustees, agents or otherwise and either alone or in conjunction with others, and generally upon such terms and in such manner and for such consideration and security (if any) as the Company shall think fit including the issue and allotment of securities of the Company in payment or part payment for any property acquired by the Company or any services rendered to the Company or as security for any obligation or amount (even if less than the nominal amount of such securities) or for any other purpose. (40) To carry on any other business or activity and do any act or thing which in the opinion of the Company is or may be capable of being conveniently carried on or done in connection with any of the above, or likely directly or indirectly to enhance the value of or render more profitable all or any part of the Company's property or assets or otherwise to advance the interests of the Company or its Members. (41) To have all such powers as are permitted by law for the time being in force in the British Virgin Islands, irrespective of corporate benefit, to perform all acts and engage in all activities necessary, conducive or incidental to the conduct, promotion or attainment of the above objects of the Company or any of them. And it is hereby declared that the intention is that each of the objects specified in each paragraph of this clause shall, except where otherwise expressed in such paragraph, be an independent main object and be in nowise limited or restricted by reference to or inference from the terms of any other paragraph or the name of the Company. 5. EXCLUSIONS (i) The Company may not (a) carry on business with persons resident in the British Virgin Islands; (b) own an interest in real property situate in the British Virgin Islands, other than a lease referred to in paragraph 5(ii)(e) of subclause 5(ii); (c) carry on banking or trust business, unless it is licenced to do so under the Banks and Trust Companies Act, 1990; (d) carry on business as an insurance or re-insurance company, insurance agent or insurance broker, unless it is licenced under an enactment authorising it to carry on that business; (e) carry on business of company management, unless it is licenced under the Company Management Act, 1990; or (f) carry on the business of providing the registered office or the registered agent for companies incorporated in the British Virgin Islands. (ii)For purposes of paragraph 5(i)(a) of subclause 5(i), the Company shall not be treated as carrying on business with persons resident in the British Virgin Islands if (a) it makes or maintains deposits with a person carrying on banking business within the British Virgin Islands: (b) it makes or maintains professional contact with solicitors, banisters, accountants, bookkeepers, trust companies, administration companies, investment advisers or other similar persons carrying on business within the British Virgin Islands; (c) it prepares or maintains books and records within the British Virgin Islands; (d) it holds, within the British Virgin Islands, meetings of its directors or members; (e) it holds a lease of property for use as an office from which to communicate with members or where books and records of the Company are prepared or maintained: (f) it holds shares, debt obligations or other securities in a company incorporated under the International Business Companies Act or under the Companies Act: or (g) shares, debt obligations or other securities in the Company are owned by any person resident in the British Virgin Islands or by any company incorporated under the International Business Companies Act or under the Companies Act. LIMITATION OF LIABILITY 6. The liability of members of the Company is Limited. CURRENCY 7. Shares in the Company shall be issued in the currency of the United Stares of America. AUTHORISED CAPITAL 8. The authorised capital of the Company is US$50,000. CLASSES, NUMBER AND PAR VALUE OF SHARE 9. The authorised capital is made up of one class and one series of shares divided into 50,000,000 shares of US$1.00 par value. DESIGNATIONS, POWERS, PREFERENCES, ETC. OF SHARES 10. All shares shall (a) have one vote each; (b) be subject to redemption, purchase or acquisition by the Company for fair value; and (c) have the same rights with regard to dividends and distributions upon liquidation of the Company. VARIATION OF CLASS RIGHTS 11. If at any time the authorised capital is divided into different classes or series of shares, the rights attached to any class or series (unless otherwise provided by the terms of issue of the shares of that class or series) may, whether or not the Company is being wound up, be varied with the consent in writing of the holders of not less than three-fourths of the issued shares of that class or series and of the holders of not less than three-fourths of the issued shares of any other class or series of shares which may be affected by such variation. RIGHTS NOT VARIED BY THE ISSUE OF SHARES PARI PASSU 12. The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith. REGISTERED SHARES AND DEARER SHARES 13. Shares may be issued as registered shares or to bearer as may be determined by a resolution of directors. EXCHANGE OF REGISTERED SHARES AND BEARER SHARES 14. Registered shares may be exchanged for bearer shares and bearer shares may be exchanged for registered shares. TRANSFER OF REGISTERED SHARES 15. Subject to the provisions of Regulation 48 of the Articles of Association annexed hereto ("the Articles of Association"), registered shares in the Company may be transferred subject to the prior or subsequent approval of the Company as evidenced by a resolution of directors or by a resolution of members. SERVICE OF NOTICE ON HOLDERS OF BEARER SHARES 16. Where shares issued to bearer, the bearer, identified for this purpose by the number of the share certificate, shall be requested to provide the Company with the name and address of an agent for service of any notice, information or written statement required to be given to members, and service upon such agent shall constitute service upon the bearer of such shares until such time as a new name and address for service is provided to the Company. In the absence of such name and address being provided it shall be sufficient for the purposes of service for the Company to publish the notice, information or written statement or a summary thereof in one or more newspapers published or circulated in the British Virgin Islands and in such other place, if any, as the Company shall from time to time by a resolution of directors or a resolution of members determine. The directors of the Company must give sufficient notice of meetings to members holding shares issued to bearer to allow a reasonable opportunity for them to secure or exercise the right or privilege, that is the subject of the notice other than the right or privilege to vote, as to which the period of notice shall be governed by the Articles of Association. What amounts to sufficient notice is a matter of fact to be determined after having regard to all the circumstances. AMENDMENT OF MEMORANDUM AND ARTICLES OF ASSOCIATION 17. The Company may amend its Memorandum of Association and Articles of Association by a resolution of members or by a resolution of directors. DEFINITIONS 18. The meanings of words in this Memorandum of Association are as defined in the Articles of Association. We, OFFSHORE INCORPORATIONS LIMITED, of P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands for the purpose of incorporating an International Business Company under the laws of the British Virgin Islands hereby subscribe our name to this Memorandum of Association the 1st day of January, 2002. SUBSCRIBER OFFSHORE INCORPORATIONS LIMITED /s/ E.T. POWELL ----------------------------------- ----------------------------------- (Sd.) E.T. POWELL Authorised signatory /s/ Fandy Tsoi ----------------------------------- ----------------------------------- in the presence of: WITNESS (Sd.) Fandy Tsoi 9th floor, Ruttonjee House 11 Duddell Street, Central Hong Kong Occupation: Operations Manager EX-3 4 ex32artassoc.txt EX 3.2 Exhibit 3.2 TERRITORY OF THE BRITISH VIRGIN ISLANDS THE INTERNATIONAL BUSINESS COMPANIES ACT (CAP. 291) ARTICLES OF ASSOCIATION OF APEX WEALTH ENTERPRISES LIMITED PRELIMINARY 1. In these Articles, if not inconsistent with the subject or context, the words and expressions standing in the first column of the following table shall bear the meanings set opposite them respectively in the second column thereof. Words Meaning "capital" The sum of the aggregate par value of all outstanding shares with par value of the Company and shares with par value held by the Company as treasury shares plus (a) the aggregate of the amounts designated as capital of all outstanding shares without par value of the Company and shares without par value held by the Company as treasury shares, and (b) the amounts as are from time to time transferred from surplus to capita] by a resolution of directors. "member" A person who holds shares in the Company. "person" An individual, a corporation, a trust, the estate of a deceased individual, a partnership or an unincorporated association of persons. "resolution of directors" (a) A resolution approved at a duly convened and constituted meeting of directors of the Company or of a committee of directors of the Company by the affirmative vote of a simple majority of the directors present at the meeting who voted and did urn abstain: or (b) a resolution consented to in writing by all directors or of all members of the committee, as the case may be; except that where a director is given more than one vote, he shall be counted by the number of votes he casts for the purpose of establishing a majority. "resolution of members" (a) A resolution approved at a duly convened and constituted meeting of the members of the Company by the affirmative vote of (i) a simple majority of the votes of the shares entitled to vote thereon which were present at the meeting and were voted and not abstained, or (ii)a simple majority of the votes of each class or series of shares which were present at the meeting and entitled to vote thereon as a class or series and were voted and not abstained and of a simple majority of the votes of the remaining shares entitled to vote thereon which were present at the meeting and were voted and not abstained; or (b) a resolution consented to in writing by (i) an absolute majority of the votes of shares entitled to vote thereon, or (ii)an absolute majority of the votes of each class or series of shares entitled to vote thereon as a class or series and of an absolute majority of the votes of the remaining shares entitled to vote thereon. "securities" Shares and debt obligations of every kind, and options, warrants and rights to acquire shares, or debt obligations. "surplus" The excess, if any, at the time of the determination of the total assets of the Company over the aggregate of its total liabilities, as shown in its books of account, plus the Company's capital. "the Act" The International Business Companies Act (Cap. 291) including any modification, extension, re-enactment or renewal thereof and any regulations made hereunder. "the Memorandum" The Memorandum of Association of the Company as originally framed or as from time to time amended. "the Seal" Any Seal which has been duly adopted as the Seal of the Company. "these Articles" The Articles of Association as originally framed or as from time to time amended. "treasury shares" Shares in the Company that were previously issued but were repurchased, redeemed or otherwise acquired by the Company and not cancelled. 2. "Written" or any term of like import includes words typewritten, printed, painted, engraved, lithographed, photographed or represented or reproduced by any mode of reproducing words in a visible form; including telex, facsimile, telegram, cable, electronic message or other form of writing produced by electronic communication. 3. Save as aforesaid any words or expressions defined in the Act shall bear the same meaning in these Article. 4. Whenever the singular or plural number, or the masculine, feminine or neuter gender is used in these Articles, it shall equally, where the context admits, include the others. 5. A reference in these Articles to voting in relation to shares shall be construed as a reference to voting by members holding the shares except that it is the votes allocated to the shares that shall be counted and not the number of members who actually voted and a reference to shares being present at a meeting shall be given a corresponding construction. 6. A reference to money in these Articles is, unless otherwise stated, a reference to the currency in which shares in the Company shall be issued according to the provisions of the Memorandum. REGISTERED SHARES 7. Every member holding registered shares in the Company shall be entitled to a certificate signed by a director or officer of the Company and under the Seal specifying the share or shares held by him and the signature of the director or officer and the Seal may be facsimiles. 8. Any member receiving a share certificate for registered shares shall indemnify and hold the Company and its directors and officers harmless from any loss or liability which it or they may incur by reason of any wrongful or fraudulent use or representation made by any person by virtue of the possession thereof. If a share certificate for registered shares is worn out or lost it may be renewed on production of the worn out certificate or on satisfactory proof of its loss together with such indemnity as may be required by a resolution of directors. 9. If several persons are registered as joint holders of any shares, any one of such persons may give an effectual receipt for any dividend payable in respect of such shares. BEARER SHARES 10. Subject to a request for the issue of bearer shares and to the payment of the appropriate consideration for the shares to be issued, the Company may, to the extent authorised by the Memorandum, issue bearer shares to, and at the expense of, such person as shall be specified in the request. Bearer shares may not be issued for debt obligations, promissory notes or other obligations to contribute money or property and registered shares issued for debt obligations, promissory notes or other obligations to contribute money or property shall not be exchanged for bearer shares unless such debt obligations, promissory notes or other obligations to contribute money or property have been satisfied. The Company may also upon receiving a request in writing accompanied by the share certificate for the shares in question, exchange registered shares for bearer shares or may exchange bearer shares for registered shares. Such request served on the Company by the holder of bearer shares shall specify the name and address of the person to be registered and unless the request is delivered in person by the bearer shall be authenticated as hereinafter provided. Such request served on the Company by the holder of bearer shares shall also be accompanied by any coupons or talons which at the date of such delivery have not become due for payment of dividends or any other distribution by the Company to the holders of such shares. Following such exchange the share certificate relating to the exchanged shares shall be delivered as directed by the member requesting the exchange. 11. Bearer share certificates shall be under the Seal and shall state that the bearer is entitled to the shares therein specified, and may provide by coupons, talons or otherwise for the payment of dividends or other monies on the shares included therein. 12. Subject to the provisions of the Act and of these Articles, the bearer at a bearer share certificate shall be deemed to be a member of the Company and shall be entitled to the same rights and privileges as he would have had if his name had been included in the share register of the Company as the holder of the shares. 13. Subject to any specific provisions in these Articles, in order to exercise his rights as a member of the Company, the bearer of a bearer share certificate shall produce the bearer share certificate as evidence of his membership of the Company. Without prejudice to the generality of the foregoing, the following rights may be exercised in the following manner (a) for the purpose of exercising his voting rights at a meeting, the bearer of a bearer share certificate shall produce such certificate to the chairman of the meeting; (b) for the purpose of exercising his vote on a resolution in writing, the bearer of a bearer share certificate shall cause his signature to any such resolution to be authenticated as hereinafter set forth; (c) for the purpose of requisitioning a meeting of members, the bearer of a bearer share certificate shall address his requisition to the directors and his signature thereon shall be duly authenticated as hereinafter provided; and (d) for the purpose of receiving dividends, the bearer of a bearer share certificate shall present at such places as may be designated by the directors any coupons or talons issued for such purpose, or shall present the bearer share certificate to any paying agent authorised to pay dividends. 14. The signature of the bearer of a bearer share certificate shall be deemed to be duly authenticated if the bearer of the bearer share certificate shall produce such certificate to a notary public or a bank manager or a director or officer of the Company (herein referred to as an "authorised person") and if the authorised person shall endorse the document bearing such signature with a statement: (a) identifying the bearer share certificate produced to him by number and date and specifying the number of shares and the class of shares (if appropriate) comprised therein; (b) confirming that the signature of the bearer of the bearer share certificate was subscribed in his presence and that if the bearer is representing a body corporate he has so acknowledged and has produced satisfactory evidence thereof; or (c) specifying the capacity in which he is qualified as an authorised person and, if a notary public, affixing his seal thereto or, if a bank manager, attaching an identifying stamp of the bank of which he is a manager,. 15. Notwithstanding any other provisions of these Articles, at any time, the bearer of a bearer share certificate may deliver the certificate for such shares into the custody of the Company at its registered office, whereupon the Company shall issue a receipt therefor under the Seal signed by a director or officer identifying by name and address the person delivering such certificate and specifying the date and number of the bearer share certificate so deposited and the number of shares comprised therein. Any such receipt may be used by the person named therein for the purpose of exercising the rights vested in the shares represented by the bearer share certificate so deposited including the right to appoint a proxy. Any bearer share certificate so deposited shall be returned to the person named in the receipt or his personal representative if such person be dead and thereupon the receipt issued therefor shall be of no further effect whatsoever and shall be returned to the Company for cancellation or, if it has been lost or mislaid. such indemnity as may be required by resolution of directors shall be given to the Company. 16. The bearer of a bearer share certificate shall for all purposes be deemed to be the owner of the shares comprised in such certificate and in no circumstances shall the Company or the Chairman of any meeting of members or the Company's registrars or any director or officer of the Company or any authorised person be obliged to inquire into the circumstances whereby a bearer share certificate came into the hands of the bearer thereof, or to question the validity or authenticity of any action taken by the bearer of a bearer share certificate whose signature has been authenticated as provided herein. 17. If the bearer of a bearer share certificate shall be a corporation, then all the rights exercisable by virtue of such shareholding may be exercised by an individual duly authorised to represent the corporation but unless such individual shall acknowledge that he is representing a corporation and shall produce upon request satisfactory evidence that he is duly authorised to represent the corporation, the individual shall for all purposes hereof be regarded as the holder of the shares in any bearer share certificate held by him. 18. The directors may provide for payment of dividends to the holders of bearer shares by coupons or talons and in such event the coupons or talons shall be in such form and payable at such time and in such place or places as the directors shall resolve. The Company shall be entitled to recognise the absolute right of the bearer of any coupon or talon issued as aforesaid to payment of the dividend to which it relates and delivery of the coupon or talon to the Company or its agents shall constitute in all respects a good discharge of the Company in respect of such dividend. 19. If any bearer share certificate, coupon or talon be worn out or defaced, the directors may, upon the surrender thereof for cancellation, issue a new one in its stead, and if any bearer share certificate, coupon or talon be lost or destroyed, the directors may upon the loss or destruction being established to their satisfaction, and upon such indemnity being given to the Company as it shall by resolution of directors determine, issue a new bearer share certificate in its stead, and in either case on payment of such sum as the Company may from time to time by resolution of directors require. In case of loss or destruction the person to whom such new bearer share certificate, coupon or talon is issued shall also bear and pay to the Company all expenses incidental so the investigation by the Company of the evidence of such loss or destruction and to such indemnity. SHARES, AUTHORISED CAPITAL, CAPITAL AND SURPLUS 20. Subject to the provisions of these Articles and any resolution of members, the unissued shares of the Company shall be at the disposal of she directors who may, without limiting or affecting any rights previously conferred on the holders of any existing shares or class or series of shares, offer, allot, grant options over or otherwise dispose of shares to such persons, at such times and upon such terms and conditions as the Company may by resolution of directors determine. 21. No share in the Company may be issued until the consideration in respect thereof is fully paid, and when issued the share is for all purposes fully paid and non-assessable save that a share issued for a promissory note or other written obligation for payment of a debt may be issued subject to forfeiture in the manner prescribed in these Articles. 22. Shares in the Company shall be issued for money, services rendered, personal property, an estate in real property, a promissory note or other binding obligation to contribute money or property or any combination of the foregoing as shall be determined by a resolution of directors. 23. Shares in the Company may be issued for such amount of consideration as the directors may from time to time by resolution of directors determine, except that in the case of shares with par value, the amount shall not be less than the par value, and in the absence of fraud the decision of the directors as to the value of the consideration received by the Company in respect of the issue is conclusive unless a question of law is involved. The consideration in respect of the shares constitutes capital to the extent of the par value and the excess constitutes surplus. 24. A share issued by the Company upon conversion of, or in exchange for, another share or a debt obligation or other security in the Company, shall be treated for all purposes as having been issued for money equal to the consideration received or deemed to have been received by the Company in respect of the other share, debt obligation or security. 25. Treasury shares may be disposed of by the Company on such terms and conditions (not otherwise inconsistent with these Articles)as the Company may by resolution of directors determine. 26. The Company may issue fractions of a share and a fractional share shall have the same corresponding fractional liabilities, limitations, preferences, privileges, qualifications, restrictions, rights and other attributes of a whole share of the same class or series of shares. 27. Upon the issue by the Company of a share without par value, if an amount is stated in the Memorandum to be authorised capital represented by such shares then each share shall be issued for no less than the appropriate proportion of such amount which shall constitute capital, otherwise the consideration in respect of the share constitutes capital to the extent designated by the directors and the excess constitutes surplus, except that the directors must designate as capital an amount of the consideration that is at least equal to the amount that the share is entitled to as a preference, if any, in the assets of the Company upon liquidation of the Company. 28. The Company may purchase, redeem or otherwise acquire and hold its own shares but only out of surplus or in exchange for newly issued shares of equal value. 29. Subject to provisions to the contrary in (a) the Memorandum or these Articles; (b) the designations, powers, preferences, rights, qualifications, limitations and restrictions with which the shares were issued; or (c) the subscription agreement for the issue of the shares, the Company may not purchase, redeem or otherwise acquire its own shares without the consent of members whose shares are to be purchased, redeemed or otherwise acquired. 30. No purchase, redemption or other acquisition of shares shall be made unless the directors determine that immediately after the purchase, redemption or other acquisition the Company will be able to satisfy its liabilities as they become due in the ordinary course of its business and the realisable value of the assets of the Company will not be less than the sum of its total liabilities, other than deferred taxes, as shown in the books of account, and its capital and, in the absence of fraud, the decision of the directors as to the realisable value of the assets of the Company is conclusive, unless a question of law is involved. 31. A determination by the directors under the preceding Regulation is not required where shares are purchased, redeemed or otherwise acquired (a) pursuant to a right of a member to have his shares redeemed or to have his shares exchanged for money or other property of the Company; (b) by virtue of a transfer of capital pursuant to Regulation 59; (c) by virtue of the provisions of Section 83 of the Act; or (d) pursuant to an order of the Court. 32. Shares that the Company purchases, redeems or otherwise acquires pursuant to the preceding Regulation may be cancelled or held as treasury shares except to the extent that such shares are in excess of 80 per cent of the issued shares of the Company in which case they shall be cancelled but they shall be available for reissue. 33. Where shares in the Company are held by the Company as treasury shares or are held by another company of which the Company holds, directly or indirectly, shares having more than 50 per cent of the votes in the election of directors of the other company, such shares of the Company are not entitled to vote or to have dividends paid thereon and shall not be treated as outstanding for any purpose except for purposes of determining the capital of the Company. 34. The Company may purchase, redeem or otherwise acquire its shares at a price lower than the fair value if permitted by, and then only in accordance with, the terms of (a) the Memorandum or these Articles; or (b) a written agreement for the subscription for the shares to be purchased, redeemed or otherwise acquired. 35. The Company may by a resolution of directors include in the computation of surplus for any purpose the unrealised appreciation of the assets of the Company, and, in the absence of fraud, the decision of the directors as to the value of the assets is conclusive, unless a question of law is involved. MORTGAGES AND CHARGES OF REGISTERED SHARES 36. Members may mortgage or charge their registered shares in the Company and upon satisfactory evidence thereof the Company shall give effect to the terms of any valid mortgage or charge except insofar as it may conflict with any requirements herein contained for consent to the transfer of shares. 37. In the case of the mortgage or charge of registered shares there may be entered in the share register of the Company at the request of the registered holder of such shares (a) a statement that the shares are mortgaged or charged: (b) the name of the mortgagee or chargee; and (c) the date on which the aforesaid particulars are entered in the share register. 38. Where particulars of a mortgage or charge are registered, such particulars shall be cancelled (a) with the consent of the named mortgagee or chargee or anyone authorised to act on his behalf; or (b) upon evidence satisfactory to the directors of the discharge of the liability secured by the mortgage or charge and the issue of such indemnities as the directors shall consider necessary or desirable. 39. Whilst particulars of a mortgage or charge are registered, no transfer of any share comprised therein shall be effected without the written consent of the named mortgagee or chargee or anyone authorised to act on his behalf. FORFEITURE 40. When shares issued for a promissory note or other written obligation for payment of a debt have been issued subject to forfeiture, the provisions set forth in the following four regulations shall apply. 41. Written notice specifying a date for payment to be made and the shares in respect of which payment is to be made shall be served on the member who defaults in making payment pursuant to a promissory note or other written obligations to pay a debt. 42. The written notice specifying a date for payment shall (a) name a further date not earlier than the expiration of fourteen days from the date of service of the notice on or before which payment required by the notice is to be made; and (b) contain a statement that in the event of non-payment at or before the time named in the notice the shares, or any of them, in respect of which payment is not made will be liable to be forfeited. 43. Where a written notice has been issued and the requirements have not been complied with within the prescribed time, the directors may at any time before tender of payment forfeit and cancel the shares to which the notice relates. 44. The Company is under no obligation to refund any monies to the member whose shares have been forfeited and cancelled pursuant to these provisions. Upon forfeiture and cancellation of the shares the member is discharged from any further obligation to the Company with respect to the shares forfeited and cancelled. LIEN 45. The Company shall have a first and paramount lien on every share issued for a promissory note or for any other binding obligation to contribute money or property or any combination thereof to the Company, and the Company shall also have a first and paramount lien on every share standing registered in the name of a member, whether singly or jointly with any other person or persons, for all the debts and liabilities of such member or his estate to the Company, whether the same shall have been incurred before or after notice to the Company of any interest of any person other than such member, and whether the time for the payment or discharge of the same shall have actually arrived or not, and notwithstanding that the same are joint debts or liabilities of such member or his estate and any other person, whether a member of the Company or not. The Company's lien on a share shall extend to all dividends payable thereon. The directors may at any time either generally, or in any particular case, waive any lien that has arisen or declare any share to be wholly or in part exempt from the provisions of this Regulation. 46. In the absence of express provisions regarding sale in the promissory note or other binding obligation to contribute money or property, the Company may sell, in such manner as the directors may by resolution of directors determine, any share on which the Company has a lien, but no sale shall be made unless some sum in respect of which the lien exists is presently payable nor until the expiration of 21 days after a notice in writing, stating and demanding payment of the sum presently payable and giving notice of the intention to sell in default of such payment, has been served on the holder for the time being of the share. 47. The net proceeds of the sale by the Company of any shares on which it has a lien shall be applied in or towards payment of discharge of the promissory note or other binding obligation to contribute money or property or any combination thereof in respect of which the lien exists so far as the same is presently payable and any residue shall (subject to a like lien for debts or liabilities not presently payable as existed upon the share prior to the sale) be paid to the holder of the share immediately before such sale. For giving effect to any such sale the directors may authorise some person to transfer the share sold to the purchaser thereof. The purchaser shall be registered as the holder of the share and he shall not be bound to see to the application of the purchase money, nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the sale. TRANSFER OF SHARES 48. Subject to any limitations in the Memorandum. Registered shares in the Company may be transferred by a written instrument of transfer signed by the transferor and containing the name and address of the transferee, but in the absence of such written instrument of transfer the directors may accept such evidence of a transfer of shares as they consider appropriate. 49. The Company shall not be required to treat a transferee of a registered share in the Company as a member until the transferee's name has been entered in the share register. 50. Subject to any limitations in the Memorandum, the Company must on the application of the transferor or transferee of a registered share in the Company enter in the share register the name of the transferee of the share save that the registration of transfers may be suspended and the share register closed at such times and for such periods as the Company may from time to time by resolution of directors determine provided always that such registration shall not be suspended and the share register closed for more than 60 days in any period of twelve months. TRANSMISSION OF SHARES 51. The executor or administrator of a deceased member, the guardian of an incompetent member or the trustee of a bankrupt member shall be the only person recognised by the Company as having any title to his share but they shall not be entitled to exercise any rights as a member of the Company until they have proceeded as set forth in the next following three regulations. 52. The production to the Company of any document which is evidence of probate of the will, or letters of administration of the estate, or confirmation as executor, of a deceased member or of the appointment of a guardian of an incompetent member or the trustee of a bankrupt member shall be accepted by the Company even if the deceased, incompetent or bankrupt member is domiciled outside the British Virgin Islands if the document evidencing the grant of probate or letters of administration, confirmation as executor. Appointment as guardian or trustee in bankruptcy is issued by a foreign court which had competent jurisdiction in the matter. For the purpose of establishing whether or not a foreign court had competent jurisdiction in such a matter the directors may obtain appropriate legal advice. The directors may also require an indemnity to be given by the executor, administrator, guardian or trustee in bankruptcy. 53. Any person becoming entitled by operation of law or otherwise to a share or shares in consequence of the death, incompetence or bankruptcy of any member may be registered as a member upon such evidence being produced as may reasonably be required by the directors. An application by any such person to be registered as a member shall for all purposes be deemed to be a transfer of shares of the deceased, incompetent or bankrupt member and the directors shall treat it as such 54. Any person who has become entitled to a share or shares in consequence of the death, incompetence or bankruptcy of any member may, instead of being registered himself, request in writing that some person to be named by him be registered as the transferee of such share or shares and such request shall likewise be treated as if it were a transfer. 55. What amounts to incompetence on the part of a person is a matter to be determined by the court having regard to all the relevant evidence and the circumstances of the case. REDUCTION OR INCREASE IN AUTHORISED CAPITAL OR CAPITAL 56. The Company may by a resolution of directors amend the Memorandum to increase or reduce its authorised capital and in connection therewith the Company may in respect of any unissued shares increase or reduce the number of such shares, increase or reduce the par value of any such shares or effect any combination of the foregoing. 57. The Company may amend the Memorandum to (a) divide the shares, including issued shares, of a class or series into a larger number of shares of the same class or series; or (b) combine the shares, including issued shares, of a class or series into a smaller number of shares of the same class or series. provided, however, that where shares are divided or combined under (a) or (b) of this Regulation, the aggregate par value of the new shares must be equal to the aggregate par value of the original shares, 58. The capital of the Company may by a resolution of directors be increased by transferring an amount of the surplus of the Company to capital. 59 Subject to the provisions of the two next succeeding Regulations, the capital of the Company may by resolution of directors be reduced by transferring an amount of the capital of the Company to surplus. 60. No reduction of capital shall be effected that reduces the capital of the Company to an amount that immediately after the reduction is less than the aggregate par value of all outstanding shares with par value and all shares with par value held by the Company as treasury shares and the aggregate of the amounts designated as capital of all outstanding shares without par value and all shares without par value held by the Company as treasury shares that are entitled to a preference, if any, in the assets of the Company upon liquidation of the Company. 61. No reduction of capital shall be effected unless the directors determine that immediately after the reduction the Company will be able to satisfy its liabilities as they become due in the ordinary course of its business and that the realisable assets of the Company will not be less than its total liabilities, other than deferred taxes, as shown in the books of the Company and its remaining capital, and, in the absence of fraud, the decision of the directors as to the realisable value of the assets of the Company is conclusive, unless a question of law is involved. MEETINGS AND CONSENTS OF MEMBERS 62. The directors of the Company may convene meetings of the members of the Company at such times and in such manner and places within or outside the British Virgin Islands as the directors consider necessary or desirable. 63. Upon the written request of members holding ten per cent or more of the outstanding voting shares in the Company the directors shall convene a meeting of members. 64. The directors shall give not less than seven days notice of meetings of members to those persons whose names on the date the notice is given appear as members in the share register of the Company and are entitled to vote at the meeting. 65. The directors may fix the date notice is given of a meeting of members as the record date for determining those shares that are entitled to vote at the meeting. 66. A meeting of members may be called on short notice: (a) if members holding not less than 90 per cent of the total number of shares entitled to vote on all matters to be considered at the meeting, or 90 per cent of the votes of each class or series of shares where members are entitled to vote thereon as a class or series together with not less than a 90 per cent majority of the remaining votes, have agreed to short notice of the meeting, or (b) if all members holding shares entitled to vote on all or any matters to be considered at the meeting have waived notice of the meeting and for this purpose presence at the meeting shall be deemed to constitute waiver. 67. The inadvertent failure of the directors to give notice of a meeting to a member, or the fact that a member has not received notice, does not invalidate the meeting, 68. A member may be represented at a meeting of members by a proxy who may speak and vote on behalf of the member. 69. The instrument appointing a proxy shall be produced at the place appointed for the meeting before the time for holding the meeting at which the person named in such instrument proposes to vote. 70. An instrument appointing a proxy shall be in substantially the following form or such other form as the Chairman of the meeting shall accept as properly evidencing the wishes of the member appointing the proxy. (Name of Company) I/We _________ being a member of the above Company with ______shares HEREBY APPOINT of _______ or failing him of __________ to be my/our proxy to vote for me/us at the meeting of members to be held on the________ day of _________ and at any adjournment thereof. (Any restrictions on voting to be inserted here.) Signed this ____________day of -------------.. Member 71. The following shall apply in respect of joint ownership of shares: (a) if two or more person; hold shares jointly each of them may be present in person or by proxy at a meeting of members and may speak as a member; (b) if only one of the joint owners is present in person or by proxy he may vote on behalf of all joint owners; and (c) if two or more of the joint owners are present in person or by proxy they must vote as one. 72. A member shall be deemed to be present at a meeting of members if he participates by telephone or other electronic means and all members participating in the meeting are able to hear each other. 73. A meeting of members is duly constituted if, at the commencement of the meeting, there are present in person or by proxy not less than 50 per cent of the votes of the shares or class or series of shares entitled to vote on resolution, of members to be considered at the meeting. If a quorum be present, notwithstanding the fact that such quorum may be represented by only one person then such person may resolve any matter and a certificate signed by such person accompanied where such person be a proxy by a copy of the proxy form shall constitute a valid resolution of members. 74. If within two hours from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of members, shall be dissolved; in any other case it shall stand adjourned to the next business day at the same time and place or to such other time and place as the directors may determine, and if at the adjourned meeting there are present within one hour from the time appointed for the meeting in person or by proxy not less than one third of the votes of the shares or each class or series of shares entitled to vote on the resolutions to be considered by the meeting, those present shall constitute a quorum but otherwise the meeting shall be dissolved. 75. At every meeting of members, the Chairman of the Board of Directors shall preside as Chairman of the meeting. If there is no Chairman of the Board of Directors or if the Chairman of the Board of Directors is not present at the meeting, the members present shall choose someone of their number to be the Chairman. If the members are unable to choose a Chairman for any reason, then the person representing the greatest number of voting shares present in person or by prescribed form of proxy at the meeting shall preside as Chairman failing which the oldest individual member or representative of a member present shall take the chair. 76. The Chairman may. with the consent of the meeting, adjourn any meeting from tine to time, and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. 77. At any meeting of the members the Chairman shall be responsible for deciding in such manner as he shall consider appropriate whether any resolution has been carried or not and the result of his decision shall be announced to the meeting and recorded in the minutes thereof. If the Chairman shall have any doubt as to the outcome of any resolution put to the vote, he shall cause a poll to be taken of all votes cast upon such resolution, but if the Chairman shall fail to take a poll then any member present in person or by proxy who disputes the announcement by the Chairman of the result of any vote may immediately following such announcement demand that a poll be taken and the Chairman shall thereupon cause a Po to be taken. If a po11 is taken at any meeting, the result thereof shall be duly recorded in the minutes of that meeting by the Chairman. 78. Any person other than an individual shall be regarded as one member and subject to the specific provisions hereinafter contained for the appointment of representatives of such persons the right of any individual to speak for or represent such member shall be determined by the law of the jurisdiction where, and by the documents by which, the person is constituted or derives its existence. In case of doubt, the directors may in good faith seek legal advice from any qualified person and unless and until a court of competent jurisdiction shall otherwise rule, the directors may rely and act upon such advice without incurring any liability to any member. 79. Any person other than an individual which is a member of the Company may by resolution of its directors or other governing body authorise such person as it thinks fit to act as its representative at any meeting of the Company or of any class of members of the Company, and the person so authorised shall be entitled to exercise the same power on behalf of the person which he represents as that person could exercise if it were an individual member of the Company.80. The Chairman of any meeting at which a vote is cast by proxy or on behalf of any person other than an individual may call for a notarially certified copy of such proxy or authority which shall be produced within seven days of being so requested or the votes cast by such proxy or on behalf of such person shall be disregarded. 81. Directors of the Company may attend and speak at any meeting of members of the Company and at any separate meeting of the holders of any class or series of shares in the Company. 82. An action that may be taken by the members at a meeting may also be taken by a resolution of members consented to in writing or by telex, telegram, cable, facsimile or other written electronic communication, without the need for any notice, but if any resolution of members is adopted otherwise than by the unanimous written consent of all members, a copy of such resolution shall forthwith be sent to all members not consenting to such resolution. The consent may be in the form of counterparts, each counterpart being signed by one or more members. DIRECTORS 83. The first directors of the Company shall be appointed by the subscriber to the Memorandum. Thereafter, the directors shall be elected by the members for such term as the members may determine. 84. The minimum number of directors shall be one and the maximum number shall be twelve. 85. Each director shall hold office for the term, if any, fixed by resolution of members or until his earlier death, resignation or removal. 86. A director may be removed from office, with or without cause, by a resolution of members or, with cause, by a resolution of directors. 87. A director may resign his office by giving written notice of his resignation to the Company and the resignation shall have effect from the date the notice is received by the Company or from such later dare as may be specified in the notice. 88. The directors may at any time appoint any person to be a director either to fill a vacancy or as an addition to the existing directors. A vacancy occurs through the death, resignation or removal of a director but a vacancy or vacancies shall not be deemed to exist where one or more directors shall resign after having appointed his or their successor or successors. 89. The Company may determine by resolution of directors to keep a register of directors containing: (a) the names and addresses of the persons who are directors of the Company; (b) the date on which each person whose name is entered in the register was appointed as a director of the Company; and (c) the date on which each person named as a director ceased to be a director of the Company. 90. If the directors determine to maintain a register of directors, a copy thereof shall be kept at the registered office of the Company and the Company may determine by resolution of directors to register a copy of the register with the Registrar of Companies. 91. With the prior or subsequent approval by a resolution of members, the directors may. by a resolution of directors, fix the emoluments of directors with respect to services to be rendered in any capacity to the Company. 92. A director shall not require a share qualification, and may be an individual or a company. POWERS OF DIRECTORS 93. The business and affairs of the Company shall be managed by the directors who may pay all expenses incurred preliminary to and in connection with the formation and registration of the Company and may exercise all such powers of the Company as are not by the Act or by the Memorandum or these Articles required to be exercised by the members of the Company, subject to any delegation of such powers as may be authorised by these Articles and to such requirements as may be prescribed by a resolution of members; but no requirement made by a resolution of members shall prevail if it be inconsistent with these Articles nor shall such requirement invalidate any prior act of the directors which would have been valid if such requirement had not been made. 94. The directors may, by a resolution of directors, appoint any person, including a person who is a director, to be an officer or agent of the Company. The resolution of directors appointing an agent may authorise the agent to appoint one or more substitutes or delegates to exercise some or all of the powers conferred on the agent by the Company. 95. Every officer or agent of the Company has such powers and authority of the directors, including the power and authority to affix the Seal, as are set forth in these Articles or in the resolution of directors appointing the officer or agent, except that no officer or agent has any power or authority with respect to the matters requiring a resolution of directors under the Act. 96. Any director which is a body corporate may appoint any person its duly authorised representative for the purpose of representing it at meetings of the Board of Directors or with respect to unanimous written consents. 97. The continuing directors may act notwithstanding any vacancy in their body, save that if their number is reduced to their knowledge below the number fixed by or pursuant to these Articles as the necessary quorum for a meeting of directors, the continuing directors or director may act only for the purpose of appointing directors to fill any vacancy that has arisen or summoning a meeting of members. 98. The directors may by resolution of directors exercise all the powers of the Company to borrow money and to mortgage or charge its undertakings and property or any part thereof, to issue debentures, debenture stock and other securities whenever money is borrowed or as security for any debt, liability or obligation of the Company or of any third party. 99. All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments and all receipts for monies paid to the Company, shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as shall from time to time be determined by resolution of directors. 100. The Company may determine by resolution of directors to maintain at its registered office a register of mortgages, charges and other encumbrances in which there shall be entered the following particular regarding each mortgage, charge or other encumbrance: (a) the sum secured; (b) the assets secured; (c) the name and address of the mortgagee, chargee or other encumbrancer; (d) the date of creation of the mortgage, charge or other encumbrance; and (e) the date on which the particulars specified above in respect of the mortgage, charge or other encumbrance are entered in the register. 101. The Company may further determine by a resolution of directors to register a copy of the register of mortgages, charges or other encumbrances with the Registrar of Companies. PROCEEDINGS OF DIRECTORS 102. The directors of the Company or any committee thereof may meet at such times and in such manner and places within or outside the British Virgin Islands as the directors may determine to be necessary or desirable. 103. A director shall be deemed to be present at a meeting of directors if he participates by telephone or other electronic means and all directors participating in the meeting are able to hear each other. 104. A director shall be given not less than three days notice of meetings of directors, but a meeting of directors held without three days notice having been given to all directors shall be valid if all the directors entitled to vote at the meeting who do not attend, waive notice of the meeting and for this purpose, the presence of a director at a meeting shall constitute waiver on his part. The inadvertent failure to give notice of a meeting to a director, or the fact that a director has not received the notice, does not invalidate the meeting. 105. A director may by a written instrument appoint an alternate who need not be a director and an alternate is entitled to attend meetings in the absence of the director who appointed him and to vote or consent in place of the director. 106. A meeting of directors is duly constituted for all purposes if at the commencement of the meeting there are present in person or by alternate not less than one half of the total number of directors, unless there are only two directors in which case the quorum shall be two. 107. If the Company shall have only one director the provisions herein contained for meetings of the directors shall not apply but such sole director shall have full power to represent and act for the Company in all matters as are not by the Act or the Memorandum or these Articles required to be exercised by the members of the Company and in lieu of minutes of a meeting shall record in writing and sign a note or memorandum of all matters requiring a resolution of directors. Such a note or memorandum shall constitute sufficient evidence of such resolution for all purposes. 108. At every meeting of the directors the Chairman of the Board of Directors shall preside as Chairman of the meeting. If there is no Chairman of the Board of Directors or if the Chairman of the Board of Directors is not present at the meeting the Vice Chairman of the Board of Directors shall preside. If there is no Vice Chairman of the Board of Directors or if the Vice Chairman of the Board of Directors is not present at the meeting the directors present shall choose someone of their number to be Chairmen of the meeting. 109. An action that may be taken by the directors or a committee of directors at a meeting may also be taken by a resolution of directors or a committee of directors consented to in writing or by telex, telegram, cable, facsimile or other written electronic communication by all directors or all members of the committee as the case may be, without the need for any notice. The consent may be in the form of counterparts, each counterpart being signed by one or wore directors. 110. The directors shall cause the following corporate records to be kept: (a) minutes of all meetings of directors, members, committee of directors. committees of officers and committees of members; (b) copies of all resolutions consented to by directors, members, committees of directors, committees of officers and committees of members; and (c) such other accounts and records as the directors by resolution of directors consider necessary or desirable in order to reflect the financial position of the Company. 111. The books, records and minutes shall be kept at the registered office of the Company, its principal place of business or at such other place as the directors determine. 112. The directors may, by resolution of directors, designate one or more committees, each consisting of one or more directors. 113. Each committee of directors has such powers and authorities of the directors, including the power and authority to affix the Seal, as are set forth in the resolution of directors establishing the committee, except that no committee has any power or authority to amend the Memorandum or these Articles, to appoint directors or fix their emoluments, or to appoint officers or agents of the Company. 114. The meetings and proceedings of each committee of directors consisting of two or more directors shall be governed mutatis mutandis by the provisions of these Articles regulating the proceedings of directors so far as the same are not superseded by any provisions in the resolution establishing the committee. OFFICERS 115. the Company may by resolution of directors appoint officers of the Company at such times as shall be considered necessary or expedient. Such officers may consist of a Chairman of the Board of Directors, a Vice Chairman of the Board of Directors, a President and one or more Vice Presidents. Secretaries and Treasurers and such other officers as may from rime to time be deemed desirable. Any number of offices may be held by the same person. 116. The officers shall perform such duties as shall be prescribed at the time of their appointment subject to any modification in such duties as may be prescribed thereafter by resolution of directors or resolution of members, but in the absence of any specific allocation of duties it shall be the responsibility of the Chairman of the Board of Directors to preside at meetings of directors and members, the Vice Chairman to act in the absence of the Chairman, the President to manage the day to day affairs of the Company, the Vice Presidents to act in order of seniority in the absence of the President but otherwise to perform such duties as may be delegated to them by the President, the Secretaries to maintain the share register, minute books and records (other than financial records) of the Company and to ensure compliance with all procedural requirements imposed on the Company by applicable law, and the Treasurer to be responsible for the financial affairs of the Company. 117. The emoluments of all officers shall be fixed by resolution of directors. 118. The officers of the Company shall hold office until their successors are duly elected and qualified, but any officer elected or appointed by the directors may be removed at any time, with or without cause, by resolution of directors. Any vacancy occurring in any office of the Company may be filled by resolution of directors. CONFLICT OF INTERESTS 119. No agreement or transaction between the Company and one or more of its directors or any person in which any director has a financial interest or to whom any director is related, including as a director of that other person, is void or voidable for this reason only or by reason only that the director is present at the meeting of directors or at the meeting of the committee of directors that approves the agreement or transaction or that the vote or consent of the director is counted for that purpose if the material facts of the interest of each director in the agreement or transaction and his interest in or relationship to any other party to the agreement or transaction are disclosed in good faith or are known by the other directors. 120. A director who has an interest in any particular business to be considered at a meeting of directors or members may be counted for purposes of determining whether the meeting is duly constituted. INDEMNIFICATION 121. Subject to the limitations hereinafter provided the Company may indemnify against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred in connection with legal, administrative or investigative proceedings any person who (a) is or was a party or is threatened to be made a party to any threatened, pending or completed proceedings, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was a director, an officer or a liquidator of the Company; or (b) is or was, at the request of the Company, serving as a director, officer or liquidator of or in any other capacity is or was acting for, another company or a partnership, joint venture, trust or other enterprise. 122. The Company may only indemnify a person if the person acted honestly and in good faith with a view to the best interests of the Company and, in the case of criminal proceedings, the person had no reasonable cause to believe that his conduct was unlawful. 123. The decision of the directors as to whether the person acted honestly and in good faith and with a view to the best interests of the Company and as to whether the person had no reasonable cause to believe that his conduct was unlawful, is, in the absence of fraud, sufficient for the purposes of these Articles, unless a question of law is involved. 124. The termination of any proceedings by any judgment, order, settlement, conviction or the entering of a nolle prosequi does not, by itself, create a presumption that the person did not act honestly and in good faith and with a view to the best interests of the Company or that the person had reasonable cause to believe that his conduct was unlawful. 125. If a person to be indemnified has been successful in defence of any proceedings referred to above the person is entitled to be indemnified against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred by the person in connection with the proceedings. 126. The Company may purchase and maintain insurance in relation to any person who is or was a director, an officer or a liquidator of the Company, or who at the request of the Company is or was serving as a director, an officer or a liquidator of, or in any other capacity is or was acting for, another company or a partnership, joint venture, trust or other enterprise, against any liability asserted against the person and incurred by the person in that capacity, whether or not the Company has or would have had the power to indemnify the person against the liability as provided in these Articles. SEAL 127. The Company may have more than one Seal and references herein to the Seal shall be references to every Seal which shall have been duly adopted by resolution of directors. The directors shall provide for the safe custody of the Seal and for an imprint thereof to be kept at the Registered Office. Except as otherwise expressly provided herein the Seal when affixed to any written instrument shall be witnessed and attested to by the signature of a director or any other person so authorised from time to time by resolution of directors. Such authorisation may be before or after the seal is affixed may be general or specific and may refer to any number of sealings. The Directors may provide for a facsimile of the Seal and of the signature of any director or authorised person which may be reproduced by printing or other means on any instrument and it shall have the same force and validity as if the Seal had been affixed to such instrument and the same had been signed as hereinbefore described. DIVIDENDS 128. The Company may by a resolution of directors declare and pay dividends in money, shares, or other property, but dividends shall only be declared and paid out of surplus. In the event that dividends are paid in specie the directors shall have responsibility for establishing and recording in the resolution of directors authorising the dividends, a fair and proper value for the assets to be so distributed. 129. The directors may from time to time pay to the members such interim dividends as appear to the directors to be justified by the profits of the Company. 130. The directors may, before declaring any dividend, set aside out of the profits of the Company such sum as they think proper as a reserve fund, and may invest the sum so set apart as a reserve fund upon such securities as they may select. 131. No dividend shall be declared and paid unless the directors determine that immediately after the payment of the dividend the Company will be able to satisfy its liabilities as they become due in the ordinary course of its business and the realisable value of the assets of the Company will not be less than the sum of its total liabilities, other than deferred taxes, as shown in its books of account, and its capital. In the absence of fraud, the decision of the directors as to the realisable value of the assets of the Company is conclusive, unless a question of law is involved. 132. Notice of any dividend that may have been declared shall be given to each member in manner hereinafter mentioned and all dividends unclaimed for three years after having been declared may be forfeited by resolution of directors for the benefit of the Company. 133. No dividend shall bear interest as against the Company and no dividend shall be paid on treasury shares or shares held by another company of which the Company holds, directly or indirectly, shares having more than 50 per cent of the vote in electing directors. 134. A share issued as a dividend by the Company shall be treated for all purposes as having been issued for money equal to the surplus that is transferred to capital upon the issue of the share. 135. In the case of a dividend of authorised but unissued shares with par value, an amount equal to the aggregate par value of the shares shall be transferred from surplus to capital at the time of the distribution. 136. In the case of a dividend of authorised but unissued shares without par value, the amount designated by the directors shall be transferred from surplus to capital at the time of the distribution, except that the directors must designate as capital an amount that is at least equal to the amount that the shares are entitled to as a preference, if any. in the assets of the Company upon liquidation of the Company. 137. A division of the issued and outstanding shares of a class or series of shares into a larger number of shares of the same class or series having a proportionately smaller par value does not constitute a dividend of shares. ACCOUNTS AND AUDIT 138. The Company may by resolution of members call for the directors to prepare periodically a profit and loss account and a balance sheet The profit and loss account and balance sheet shall be drawn up so as to give respectively a true and fair view of the profit or loss of the Company for the financial period and a true and fair view of the state of affairs of the Company as at the end of the financial period. 139. The Company may by resolution of members call for the accounts to be examined by auditors. 140. The first auditors shall be appointed by resolution of directors, subsequent auditors shall be appointed by a resolution of members. 141 The auditors may be members of the Company but no director or other officer shall be eligible to be an auditor of the Company during his continuance in office. 141 The remuneration of the auditors of the Company (a) in the case of auditors appointed by the directors, may be fixed by resolution of directors;. (b) subject to the foregoing, shall be fixed by resolution of members or in such manner as the Company may by resolution of members determine. 143. The auditors shall examine each profit and loss account and balance sheet required to be served on every member of the Company or laid before a meeting of the members of the Company and shall state in a written report whether or not (a) in their opinion the profit and loss account and balance sheet give a true and fair view respectively of the profit or loss for the period covered by the accounts, and of the state of affairs of the Company at the end of that period, and (b) all the information and explanations required by the auditors have been obtained. 144, The report of the auditors shall be annexed to the accounts and shall be read at the meeting of members at which the accounts are laid before the Company or shall be served on the members. 145. Every auditor of the Company shall have a right of access at all times to the books of account and vouchers of the Company, and shall be entitled to require from the directors and officers of the Company such information and explanations as he thinks necessary for the performance of the duties of the auditors. 146. The auditors of the Company shall be entitled to receive notice of, and to attend any meetings of members of the Company at which the Company's profit and loss account and balance sheet are to be presented. NOTICES 147. Any notice, information or written statement to be given by the Company to members may be served in the case of members holding registered shares in any way by which it can reasonably be expected to reach each member or by mail addressed to each member at the address shown in the share register and in the case of members holding shares issued to bearer, in the manner provided in the Memorandum. 148. Any summons, notice, order, document, process, information or written statement to be served on the Company may be served by leaving it, or by sending it by registered mail addressed to the Company, at its registered office, or by leaving it with, or by sending it by registered mail to, the registered agent of the Company. 149. Service of any summons, notice, order, document, process, information or written statement to be served on the Company may be proved by showing that the summons, notice, order, document, process, information or written statement was delivered to the registered office or the registered agent of the Company or that it was mailed in such time as to admit to its being delivered to the registered office or the registered agent of the Company in the normal course of delivery within the period prescribed for service and was correctly addressed and the postage was prepaid. PENSION AND SUPERANNUATION FUNDS 150. The directors may establish and maintain or procure the establishment and maintenance of any non-contributory or contributory pension or superannuation funds for the benefit of, and give or procure the giving of donations, gratuities, pensions, allowances or emoluments, to any persons who are or were at any time in the employment or service of the Company or any company which is a subsidiary of the Company or is allied to or associated with the Company or with any such subsidiary, or who are or were at any time directors or officers of the Company or of any such other company as aforesaid or who hold or held any salaried employment or office in the Company or such other company, or any persons in whose welfare the Company or any such other company as aforesaid is or has been at any time interested, and to the wives, widows, families and dependents of any such person, and may make payments for or towards the insurance of any such persons as aforesaid, and may do any of the matters aforesaid either alone or in conjunction with any such other company as aforesaid. Subject always to the proposal being approved by resolution of members, a director holding any such employment, or office shall be entitled to participate in and retain for his own benefit any such donation, gratuity, pension allowance or emolument. ARBITRATION 151. Whenever any difference arises between the Company on the one hand and any of the members or their executors, administrators or assigns on the other hand, touching the true intent and construction or the incidence or consequences of these Articles or of the Act, touching anything done or executed, omitted or suffered in pursuance of the Act or touching any breach or alleged breach or otherwise relating to the premises or to these Articles, or to any Act or Ordinance affecting the Company or to any of the affairs of the Company such difference shall, unless the parties agree to refer the same to a single arbitrator, be referred to two arbitrators one to be chosen by each of the parties to the difference and the arbitrators shall before entering on the reference appoint an umpire. 152. If either party to the reference makes default in appointing an arbitrator either originally or by way of substitution (in the event that an appointed arbitrator shall die, be incapable of acting or refuse to act) for ten days after the other party has given him notice to appoint the same, such other party may appoint an arbitrator to act in the place of the arbitrator of the defaulting party. VOLUNTARY WINDING UP AND DISSOLUTION 153. The Company may voluntarily commence to wind up and dissolve by a resolution of members but if the Company has never issued shares it may voluntarily commence to wind up and dissolve by resolution of directors. CONTINUATION 154. The Company may by resolution of members or by a resolution passed unanimously by all directors of the Company continue as a company incorporated under the laws of a jurisdiction outside the British Virgin Islands in the manner provided under those laws. We, OFFSHORE INCORPORATIONS LIMITED, of P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands for the purpose of incorporating an International Business Company under the laws of the British Virgin Islands hereby subscribe our name to these Articles of Association the 1st day of January, 2002. SUBSCRIBER OFFSHORE INCORPORATIONS LIMITED /s/ E.T. POWELL ---------------------------------- ---------------------------------- (Sd.) E.T. POWELL Authorised signatory /s/ Fandy Tsoi ---------------------------------- ---------------------------------- in the presence of: WITNESS (Sd.) Fandy Tsoi 9th floor, Ruttonjee House 11 Duddell Street, Central Hong Kong Occupation: Operations Manager EX-3 5 exh33f2.txt EXHIBIT 3.3 1 Exhibit 3.3 APEX WEALTH ENTERPRISES LIMITED (the "Company" Incorporated in British Virgin Island) MEMORANDUM in writing of the Directors of the Company passed pursuant to the Articles of Association of the Company _______________________________________________________________ INCREASE OF SHARE CAPITAL It was resolved that the authorized share capital of the Company be increased to USD1,000,000 divided into 100,000,000 shares of USD0.01 par value. APPLICATION FOR AND ALLOTMENT OF SHARES The following application for shares in the Company was submitted:- Applicant No. of shares First Asia International Holdings Limited *9,000,000* Resolved that the application be approved and that the shares be issued to First Asia International Holdings Limited accordingly. Resolved further that the common seal of the Company be affixed to the share certificate be issued and that details be entered in the Register of Members. Dated this 12th May, 2003 Signed by: /s/ Li Sze Tang /s/ Wong Lap Woon ___________________ _____________________ Li Sze Tang Wong Lap Woon EX-4 6 f2apex43.txt EXHIBIT 4.1 EXHIBIT 4.1 [FORM OF STOCK CERTIFICATE] TERRITORY OF THE BRITISH VIRGIN ISLANDS SHARE CERTIFICATE OF APEX WEALTH ENTERPRISES LIMITED INCORPORATED IN THE BRITISH VIRGIN ISLANDS Authorised Capital: US$1,000,000 divided into 100,000,000 shares of US$0.01 par value
THIS IS TO CERTIFY THAT THE UNDERSIGNED PERSON IS THE REGISTERED HOLDER OF THE SHARES SPECIFIED HEREUNDER SUBJECT TO THE RULES AND LAWS GOVERNING THE ADMINISTRATION OF THE COMPANY - -------------------------- ---------------- -------------------------------- --------------------- --------------- SHAREHOLDER NO OF SHARES DISTINCTIVE NUMBERS CERTIFICATE NUMBER DATE OF ISSUE - -------------------------- ---------------- -------------------------------- --------------------- --------------- - -------------------------- ---------------- ---------------- --------------- --------------------- --------------- FROM TO - -------------------------- ---------------- ---------------- --------------- --------------------- --------------- - -------------------------- ---------------- ---------------- --------------- --------------------- --------------- - -------------------------- ---------------- ---------------- --------------- --------------------- ---------------
GIVEN UNDER THE COMMON SEAL OF THE COMPANY ON THE DATE STATED ABOVE AND IN THE PRESENCE OF ___________________ ______________________ DIRECTOR DIRECTOR/SECRETARY EX-5 7 ex51.txt EX. 5.1 LEGALITY OPINION EXHIBIT 5.1 FORM OF LEGALITY OPINION _______ _____, 2003 U.S. Securities and Exchange Commission 450 5th Street, N.W. Washington, D.C. 20549 Ladies and Gentlemen: Re: Apex Wealth Enterprises Limited (the "Company") We have acted as special legal counsel in the British Virgin Islands to the Company in connection with the proposed offering by the Company of common shares in the Company (the "Shares"), par value US$0.01 per Share, held by them as described in the draft prospectus (the "Prospectus") contained in the Company's registration statement on Form F-1 (the "Registration Statement") to be filed with the United States Securities and Exchange Commission (the "Securities and Exchange Commission") on or about the date hereof under the United States Securities Act of 1933 (the "Securities Act"). For the purposes of giving this opinion, we have examined and relied upon the following documents: (i) a copy of the Registration Statement; (ii) a copy of the Prospectus; (iii) Memorandum and Articles of Association of the Company; We have also reviewed the share register and minutes of meetings of the directors of the Company and such other documents and made such enquiries as to questions of law as we have deemed necessary in order to render the opinion set forth below. We have assumed that (i) the resolutions referred to herein are full and accurate records of resolutions passed at meetings duly convened and held in accordance with the articles of association of the Company and that such resolutions have not been amended or rescinded and are in full force and effect (ii) there is no provision of the law of any jurisdiction, other than the British Virgin Islands, which would have any implication in relation to the opinion expressed herein and (iii) the Prospectus, when published, will be in substantially the same form as that examined by us for purposes of this opinion. We have made no investigation of and express no opinion in relation to the laws of any jurisdiction other than the British Virgin Islands. This opinion is to be governed by and construed in accordance with the laws of British Virgin Islands and is limited to and is given on the basis of the current law and practice in British Virgin Islands. Subject as mentioned below, this opinion is issued solely for your benefit and is not to be relied upon by any other person, firm or entity or in respect of any other matter. On the basis of and subject to the foregoing, we are of the opinion that 1. The duly authorized share capital stock of the Company consists of 100,000,000 common shares ("Common Shares") with a par value of $0.01 per share. 2. When such Common Shares are duly issued in accordance with the Registration Statement, such Common Shares will constitute fully paid and nonassessable shares of the Company." 3. Each Common Share is entitled to one vote on all matters submitted to a vote by shareholders. 4. All Common Shares are equal to each other with respect to liquidation and dividend rights. We hereby consent to the filing of this opinion as an Exhibit 5.1 to the Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act, or the Rules and Regulations of the Securities and Exchange Commission thereunder. Yours faithfully, Conyers Dill & Pearman EX-23 8 ex231.txt EXHIBIT 23.1 EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT The Board of Directors Apex Wealth Enterprises Limited As independent public accountants, we hereby consent to the inclusion in this registration statement on Form F-1 of our report on the balance sheet of Apex Wealth Enterprises Limited as of May 30, 2003, and the related statements of operations stockholders equity and cash flows for the period from April 8, 2002 (Inception) through May 30, 2003. We also consent to the references to our firm in the "Experts" section of the Prospectus. /s/ PKF - ---------------------------- PKF Certified Public Accountants Hong Kong 08 September 2003 -----END PRIVACY-ENHANCED MESSAGE-----