EX-3.1 3 ea166561ex3-1_millennium.htm SECOND AMENDED AND RESTATED ARTICLES OF ASSOCIATION

Exhibit 3.1

 

Companies Act (Revised)

 

Company Limited by Shares

 

 

Millennium Group International Holdings Limited

 

禧圖集團國際控股有限公司

 

 
 

AMENDED AND RESTATED

memorandum of association

(Adopted by special resolutions on 31 December 2021)

 
 

 

 

 

 

 

Companies Act (Revised)

 

Company Limited by Shares

 

Amended and Restated Memorandum of Association

 

of

 

Millennium Group International Holdings Limited 禧圖集團國際控股有限公司

 

(Adopted by special resolutions on 31 December 2021)

 

1The name of the Company is Millennium Group International Holdings Limited 禧圖集團國際控股有限公司.

 

2The Company's registered office will be situated at the office of Ogier Global (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands or at such other place in the Cayman Islands as the directors may at any time decide.

 

3The Company's objects are unrestricted. As provided by section 7(4) of the Companies Act (Revised), the Company has full power and authority to carry out any object not prohibited by any law of the Cayman Islands.

 

4The Company has unrestricted corporate capacity. Without limitation to the foregoing, as provided by section 27 (2) of the Companies Act (Revised), the Company has and is capable of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit.

 

5Unless licensed to do so, the Company will not trade in the Cayman Islands with any person, firm or corporation except in furtherance of its business carried on outside the Cayman Islands. Despite this, the Company may effect and conclude contracts in the Cayman Islands and exercise in the Cayman Islands any of its powers necessary for the carrying on of its business outside the Cayman Islands.

 

6The Company is a company limited by shares and accordingly the liability of each member is limited to the amount (if any) unpaid on that member's shares.

 

7The share capital of the Company is USD500,000 divided into 500,000,000 Ordinary shares of par value USD0.001 each. There is no limit on the number of shares of any class which the Company is authorised to issue. However, subject to the Companies Act (Revised) and the Company's articles of association, the Company has power to do any one or more of the following:

 

(a)to redeem or repurchase any of its shares; and

 

(b)to increase or reduce its capital; and

 

(c)to issue any part of its capital (whether original, redeemed, increased or reduced):

 

(i)with or without any preferential, deferred, qualified or special rights, privileges or conditions; or

 

(ii)subject to any limitations or restrictions

 

and unless the condition of issue expressly declares otherwise, every issue of shares (whether declared to be ordinary, preference or otherwise) is subject to this power; or

 

(d)to alter any of those rights, privileges, conditions, limitations or restrictions.

 

8The Company has power to register by way of continuation as a body corporate limited by shares under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.