Sun Pacific Clause Samples

Sun Pacific. Based solely on the Documents, the articles of association were duly registered with the Companies Registry of Hong Kong upon incorporation. The articles of association have not been amended since Sun Pacific’s incorporation. Subject to the Companies Ordinance, the articles of association do not contain any unusual provisions that affect the voting rights of its shareholders. Pursuant to section 11 of the Companies Ordinance, inter alia, a private company must by its articles restrict a member’s right to transfer shares. In this respect, article 2(1)(c) of the articles of association provides that no invitation shall be issued to the public to subscribe for any shares or debentures of Sun Pacific; and articles 2(2) and 55 provide that the directors may in their absolute discretion refuse to register the transfer of a share. Accordingly, transfer of shares in Sun Pacific by its shareholders shall be approved by its directors. Subject to the requirements under the Companies Ordinance, the articles of association do not contain any unusual provision that affects the declaration of, or payment of dividends to, shareholders. Sun Pacific has the corporate power to carry on its business in the manner as currently conducted by it within the scope permitted under their articles of association and business licences, if any.

Sun Pacific. Based solely on the [Sun Pacific’s confirmation], Sun Pacific has obtained exemption for filing profits tax returns dated 28 November 2022 as it recorded a loss for profits tax computation purpose for the tax year ended 31 March 2022. Since then, [Sun Pacific continued to record a net loss for tax purpose and did not file any tax notice to the Inland Revenue Department.]

Sun Pacific. Sun Pacific has obtained the following business registration certificates during the Track Record Period for its business carried out in Hong Kong. Details of the business registration certificates during the Track Record Period are as follows: Sun Pacific Link Limited F▇▇▇ ▇▇▇, ▇/▇, ▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇, ▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇, N.T., Hong Kong Consultancy & Investment Holding 17 November 2024 – 16 November 2025 Sun Pacific Link Limited F▇▇▇ ▇▇▇, ▇/▇, ▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇, ▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇, N.T., Hong Kong Consultancy & Investment Holding 17 November 2023 – 16 November 2024 Sun Pacific Link Limited F▇▇▇ ▇▇▇, ▇/▇, ▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇, ▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇, N.T., Hong Kong Consultancy & Investment Holding 17 November 2022 – 16 November 2023 Based solely on our review of the Documents, save for the business registration in accordance with the Business Registration Ordinance, with which Sun Pacific has duly complied in all material respects, Sun Pacific is not required to obtain any other material permit, licence or approval in Hong Kong in order to engage in the provision of system and solution and consultancy services. Based solely on our review of the Documents, the current business registration certificate covering the period from 17 November 2023 to 17 November 2025 is valid and has not expired, been varied or revoked and remains in full force and effect.

Sun Pacific. Based solely on our review of the Documents [and Sun Pacific’s confirmation provided to us], throughout the Track Record Period, Sun Pacific was wholly-owned by Ultra High Point. As of the date of this opinion, Sun Pacific is wholly-owned by Ultra High Point. Ultra High Point Ordinary 1,500,000 100 % Based solely on our review of the register of members dated [*] of Sun Pacific, the abovenamed shareholder is the current registered holder and the current legal owner of all the issued shares in Sun Pacific and is entitled to the equity of Sun Pacific and the rights and interests attached thereto. Based solely on Sun Pacific’s confirmation provided to us], the shareholder’s interest in Sun Pacific is free from any encumbrances such as mortgage, lien, pledge, charge, title retention, right to acquire, security interest, option, pre-emptive or other similar right, right of first refusal, third-party right, instruction or any other encumbrance or condition whatsoever as at the date of this opinion. Based solely on our review of the Documents, there is only one class of shares for Sun Pacific, i.e. ordinary shares with the same voting rights. There is no nominee, voting or trust arrangements in relation to the shares of Sun Pacific.

Sun Pacific. Based solely on our review the register of charges of Sun Pacific, the Searches and [Sun Pacific’s confirmation] provided to us, there is no registered charges over the securities or assets of Sun Pacific.

Sun Pacific. Based on the Searches, Sun Pacific is a company with limited liability duly incorporated and validly existing under the laws of Hong Kong and is in continuing registration with the Companies Registry of Hong Kong. Sun Pacific can sue and be sued in its own name in the courts of Hong Kong and under the laws of Hong Kong to the extent that the courts of Hong Kong have or assume jurisdiction and the Hong Kong courts do not exercise their discretion to stay any such proceedings.

Sun Pacific. Without reviewing the relevant resolutions or conducting any further investigation or search and based solely on our review of the Documents and [Sun Pacific’s confirmation], Sun Pacific has not entered into any tenancy agreements