[COMPANY NAME] NOTICE is hereby given that a directors meeting of the company will be held at [ ] on [ ] at [ ] for the following purposes:-

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1 Declaration of Interest / Approve Accounts Board Resolutions [COMPANY NAME] RESOLUTIONS IN WRITING OF ALL THE DIRECTORS OF THE COMPANY PASSED PURSUANT TO ARTICLE [ ] OF THE ARTICLES OF ASSOCIATION OF THE COMPANY 1. DIRECTOR S INTERESTS IN TRANSACTIONS / CONTRACTS NOTED THAT the company will enter into the following transactions with [name of companies] in which [name of director] has interests:- Nature of transaction(s) Amount NOTED THAT [ name of director] has previously declared his interests in the transactions. RESOLVED THAT the aforementioned transactions be approved and accepted. 2. AUDITED FINANCIAL STATEMENTS AND DIRECTORS REPORT There have been produced for the reference of the directors the Company s audited financial statements for the year ended [ ] and a directors report. NOTED THAT the audited financial statements as produced were approved and signed by [ ] and [ ] as directors on behalf of the board on [ ]. FURTHER NOTED THAT the directors report as produced was approved and signed by [ ] on behalf of the board on [ ]. RESOLVED THAT the signing of the audited financial statements and directors report be and are hereby approved and accepted. 3. ANNUAL GENERAL MEETING RESOLVED THAT the annual general meeting be convened and held at [ ] on [date] at [time] and that the notice for convening the meeting be issued accordingly. Dated this day of, Name

2 Notice to Board Meeting [COMPANY NAME] NOTICE is hereby given that a directors meeting of the company will be held at [ ] on [ ] at [ ] for the following purposes:- (a) (b) To.. To.. By Order of the Board Director/Secretary Dated

3 Board Minutes [COMPANY NAME] MINUTES OF THE MEETING OF DIRECTORS OF THE COMPANY HELD AT [ ] ON [ ] AT [ ] PRESENT [List directors present] CHAIRMAN [ ] was the chairman of the meeting. NOTICE AND QUORUM The notice convening the meeting was taken as read. The chairman declared that a quorum of directors was present at the meeting.. END OF MEETING This concluded the business of the meeting.

4 AGM Members Resolutions RESOLUTIONS IN WRITING OF ALL THE MEMBERS OF THE COMPANY IN LIEU OF THE [ ] ANNUAL GENERAL MEETING PURSUANT TO SECTIONS 111(6) AND 116B OF THE COMPANIES ORDINANCE 1. REPORTS AND AUDITED FINANCIAL STATEMENTS NOTED THAT the audited financial statements of the Company for the year ended [ ] together with the directors and independent auditors reports thereon have been sent to the members of the Company pursuant to Section 111(6) of the Companies Ordinance. RESOLVED THAT the audited financial statements of the Company for the year ended [ ] together with the directors and independent auditors reports thereon be and are hereby accepted and adopted. 2. DIRECTORS NOTED THAT there being no rotational provisions in the Company s Articles of Association, all the existing directors continue in office. 3. AUDITORS RESOLVED THAT [ ], being eligible and having offered themselves for re-appointment, be and is hereby re-appointed as auditors of the Company to hold office until the conclusion of the next annual general meeting or the date on which the members written resolutions in lieu of such an annual general meeting are passed, at a fee to be agreed with the directors. 4. NOTICE TO AUDITORS NOTED THAT the Company s Auditors, [ ], had been notified of the contents of these resolutions pursuant to Section 116BA of the Companies Ordinance. Dated this day of, Name

5 Amendment of M&A Members Resolutions RESOLUTIONS IN WRITING OF THE MEMBERS OF THE COMPANY PASSED PURSUANT TO SECTION 116B OF THE COMPANIES ORDINANCE SPECIAL RESOLUTION AMENDMENT TO MEMORANDUM & ARTICLES OF ASSOCIATION RESOLVED THAT the following resolution be passed as a Special Resolution of the Company: "That the objects clause of the Company s Memorandum and Articles of Association be amended by changing Clause 3(a) of the Memorandum of Association as follows: 3. The objects for which the Foundation is established are: (a) To establish, maintain and/or manage a non-profit making school or schools in Hong Kong and to establish, maintain and/or manage, on a non-profit making basis, a school or schools in Greater China. We, the undersigned, being all the members of the Company, pursuant to Sections 116 and 116B of the Companies Ordinance, hereby give our consent to and approval of the above written resolutions. [Name ] Dated:

6 Adoption of new M&A Members Resolutions RESOLUTIONS IN WRITING OF THE SOLE MEMBER OF THE COMPANY PASSED PURSUANT TO SECTION 116B OF THE COMPANIES ORDINANCE 1. ADOPTION OF NEW ARTICLES OF ASSOCIATION RESOLVED AS A SPECIAL RESOLUTION THAT the regulations contained in the attached printed document, which for the purpose of identification marked # and signed by a director of the Company, be and are hereby approved and adopted as the new Articles of Association of the Company, in substitution for, and to the exclusion of, the existing Articles of Association of the Company. 2. NOTICE TO AUDITOR NOTED THAT the Company s auditor, [ ], had been notified of the contents of this resolution pursuant to section 116BA of the Companies Ordinance. Dated this the day of, [ ] Sole Member

7 Change of financial year end Board Resolutions RESOLUTION IN WRITING OF THE SOLE DIRECTOR OF THE COMPANY PURSUANT TO ARTICLE [ ] OF THE COMPANY S ARTICLES OF ASSOCIATION FINANCIAL YEAR END RESOLVED THAT the financial year end of the Company be fixed on 31 st December of every calendar year. Dated this the [NAME ] Sole Director

8 (Incorporated in the Hong Kong SAR with limited liability) Change of company name Members Resolutions RESOLUTION IN WRITING OF THE SOLE MEMBER OF THE COMPANY PASSED PURSUANT TO THE COMPANY'S ARTICLES OF ASSOCIATION AND SECTION 116B OF THE COMPANIES ORDINANCE CHANGE OF NAME RESOLVED AS A SPECIAL RESOLUTION THAT subject to the approval of the Registrar of Companies, the name of the Company be changed from A LIMITED to B Limited. Dated this the [NAME] Sole Member

9 Change of directors Board Resolutions RESOLUTIONS IN WRITING OF ALL THE DIRECTORS OF THE COMPANY PURSUANT TO ARTICLE [ ] OF THE COMPANY S ARTICLES OF ASSOCIATION RESIGNATION OF DIRECTORS NOTED THAT two letters of resignation have been received from [ ] and [ ] resigning as directors of the Company with effect from [ ]. RESOLVED THAT the resignation of [ ] and [ ] as directors of the Company be and is hereby approved and accepted. APPOINTMENT OF DIRECTORS RESOLVED THAT [ ] and [ ] be and are hereby appointed as directors of the Company with effect from [ ]. Dated this the day of [Name] Director

10 Appointment of Auditor Members Resolutions RESOLUTION IN WRITING OF THE SOLE MEMBER OF THE COMPANY PASSED PURSUANT TO SECTION 116B OF THE COMPANIES ORDINANCE APPOINTMENT OF AUDITOR RESOLVED THAT [ ] be and is hereby appointed as first auditor of the Company to hold office until the conclusion of the next annual general meeting or the date on which the member s written resolutions in lieu of such an annual general meeting are passed, at a fee to be agreed with the director. OR RESOLVED THAT [ ] be and is hereby appointed as auditor of the Company to fill the casual vacancy caused by the resignation of [ ], and to hold office until the conclusion of the next annual general meeting or the date on which the member s written resolutions in lieu of such an annual general meeting are passed, at a fee to be agreed with the director. Dated this day of [Name ] Sole Member

11 To : The Board of Directors [Company Name] [Company address] Appointment of Auditor Special notice Dear Sirs We, the undersigned, being a member of the company as of [ ], hereby give special notice pursuant to sections 116C and 132(1) of the Companies Ordinance, Chapter 32, of our intention to propose the following resolution to be passed as an ordinary resolution at the [ ] annual general meeting of the company or at its adjournment or on the date which the members written resolutions in lieu of such an annual general meeting are passed:- THAT [ ], who were appointed as auditors of the company to fill the casual vacancy caused by the resignation of [ ], be reappointed auditors of the company, to hold office until the conclusion of the next annual general meeting or the date on which the members written resolutions in lieu of such an annual general meeting are passed, at a fee to be arranged with the directors. Yours faithfully Name As Member