原版英文公司章程(MEMORANDUMOFASSOCIATION).docx

编号：时间：2021年x月x日书山有路勤为径，学海无涯苦作舟页码：第102页 共102页MEMORANDUM OF ASSOCIATION （英文公司章程）COMPANIES ACTS, 1963 to 2012A PUBLIC COMPANY LIMITED BY SHARESMEMORANDUM OF ASSOCIATION （公司章程）* * ENTERTAINMENTPUBLIC LIMITED COMPANY* *SolicitorsFitzwilton HouseWilton PlaceDublin 2COMPANIES ACTS, 1963 to 2012A PUBLIC COMPANY LIMITED BY SHARESMEMORANDUM OF ASSOCIATIONOF* * ENTERTAINMENTPUBLIC LIMITED COMPANY1.The name of the Company is * * Entertainment Public Limited Company.2.The Company is to be a public limited company.3.The objects for which the Company is established are:- (a)To carry on the business of a holding company, owning, holding and managing assets of any kind, movable or immovable, including shares, stock, bonds and debentures and other types of investments in other partnerships and entities. (b)To appoint and act through any agents, administrators, managers, contractors or delegates in any part of the world in connection with the undertaking and business of the Company on such terms and subject to such conditions as the Directors of the Company think fit. (c)To acquire shares, stocks, debentures, debenture stock, bonds, obligations or securities either by original subscription, tender, purchase, exchange or otherwise, and to subscribe for the same either conditionally or otherwise, to guarantee or underwrite the subscription thereof, and to exercise and enforce all rights and powers conferred by or incident to the ownership thereof. (d)To purchase or otherwise acquire and undertake all or any part of the business, property and liabilities of any company, society, partnership or person, carrying on any business which the Company is authorised to carry on, or of a character similar or auxiliary or ancillary thereto, or connected therewith, or possessed of any property suitable for, any of the purposes of the Company and to conduct or carry on, or liquidate and wind up, any such business. (e)To borrow or raise or secure the payment of money in such manner as the Company shall think fit and for such purposes or any other purposes to issue debentures or debenture stock (perpetual or otherwise), charged upon all or any of the property and rights of the Company, both present and future, including its uncalled capital, or without any such security, and to purchase, redeem or pay off any such securities. (f)To advance and lend money and provide or grant credit and financial accommodation to any person, body of persons or body corporate on such terms and upon such security as may be thought proper by the Directors of the Company, or without taking any security therefor and to act as agents for the collection, receipt or payment of money and generally to act as agents and brokers for and render services to any company and to undertake and perform sub-contracts. (g)To engage in currency and interest rate transactions and any other financial or other transactions of whatever nature, including any transaction for the purpose of, or capable of being for the purposes of, avoiding, reducing, minimising, hedging against or otherwise managing the risk of any loss, cost, expense or liability arising, or which may 2arise, directly or indirectly, from a change or changes in any interest rate or currency exchange rate or in the price or value of any property, asset, commodity, index or liability or from any other risk or factor affecting the Company's undertaking and business, including but not limited to, dealings, whether involving purchases, sales or otherwise in any currency, spot and forward exchange rate contracts, forward rate agreements, caps, floors and collars, futures, options, swaps and any other currency interest rate and other hedging arrangements and such other instruments as are similar to, or derivatives of, any of the foregoing. (h)To purchase or by any other means acquire any freehold, leasehold or other property for any estate or interest whatever, and any rights, privileges or easement over or in respect of any property, and any real or personal property or rights whatsoever. (i)To invest and deal with the moneys of the Company not immediately required for use by the Company and to hold, sell or deal with such investments and to carry on the business of an investment company and to open and maintain bank accounts (whether or not bearing interest), in such manner as from time to time may be determined by the Directors of the Company. (j)To issue and allot securities of the Company for cash or in payment or part payment for any real or personal property purchased or otherwise 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. (k)To purchase and maintain insurance for the benefit of any person who is an officer or employee or former officer or employee of the Company or of a subsidiary of the Company or in which the Company has an interest whether direct or indirect or who is or was trustee of any retirement benefits scheme or any other trust in which any such officer or employee or former officer or employee is or has been interested, indemnifying such person against liability for negligence, default, breach of duty or breach of trust or any other liabilities which may lawfully be insured against. (l)To establish and maintain, and to contribute to, any scheme for encouraging or facilitating the holding of shares, debentures, notes, bonds or other securities in the Company by or for the benefit of such persons as may for the time being be permitted by law. (m)To purchase and maintain insurance in respect of the payment of interest and/or capital on any notes, bonds or debentures issued by the Company for the benefit of such persons as may for the time being hold any such notes, bonds or debentures. (n)To guarantee and otherwise support the payment of any debts or the performance of any contract or obligation of any person, body of persons, body corporate or undertaking insofar as not prohibited by applicable law with or without consideration to the company and to give indemnities of all kinds and to secure any such guarantee, support and indemnity in any manner and including, without limitation, by the creation of charges or mortgages (whether legal or equitable) or floating charges or the issue of debentures or charges upon all or any of the property and rights of the Company both present and future, including its goodwill and uncalled capital. (o)To draw, make, accept, endorse, discount, negotiate, create, execute, issue and deal in bills of exchange, promissory notes, bills of lading and other instruments and securities, whether negotiable or not. (p)To adopt such means of making known the business and products of the Company as may seem expedient. (q)To remunerate by cash payment or allotment of shares or securities of the Company credited as fully paid-up or otherwise, any person, body of persons or body corporate for services rendered or to be rendered to the Company, whether in the conduct or 3 management of its business, or in placing or assisting to place or guaranteeing the placing of any of the shares in the Company's capital or any debentures or other securities of the Company, or in or about the formation or promotion of the Company. (r)To give remuneration or other compensation or reward for services rendered or to be rendered in placing or procuring subscriptions of, or otherwise assisting in the issue of any securities of the Company or in or about the formation of the Company or the conduct or course of its business and undertaking. (s)To enter into and carry into effect any arrangement for joint working in business, or for sharing of profits, or for amalgamation, with any other company or association, or any partnership or person, carrying on any business or proposing to carry on any business within the objects of the Company. (t)To obtain any provisional order or Act of the Oireachtas or Charter for enabling the Company to carry any of its objects into effect, or for effecting any modification of the Company's constitution, or for any other purpose which may seem expedient, and to oppose any proceedings or applications which may seem calculated directly or indirectly to prejudice the Company's interests. (u)To pay all the costs, charges and expenses preliminary or incidental to the promotion, formation, establishment and incorporation of the Company, and to procure the registration or incorporation of the Company in or under the laws of any place outside the State. (v)To enter into any arrangement with any government or authority or person that may seem conducive to the Company's objects or any of them, and to obtain from any such government, authority or person, any legislation, orders, rights, privileges, franchises and concessions which the Directors of the Company may think it desirable to obtain and to carry out, and to exercise and comply with the same. (w)To procure the Company to be registered or recognised in any part of the world. (x)To sell, improve, manage, develop, exchange, lease, hire, mortgage, dispose of, turn to account or otherwise deal with all or any part of the undertaking, property and rights of the Company. (y)To support, subscribe or contribute to any charitable or public object or any institution, society or club which may be for the benefit of the Company or its Directors, officers or employees or the Directors, officers and employees of its predecessors in business or of any subsidiary, allied or associated company, or which may be connected with any town or place where the Company carries on business and to subsidise or assist any association of employers or employees or any trade association. (z)To amalgamate or enter into partnership or any profit-sharing arrangement with, and co-operate or participate in any way with or to take over or assume any obligation of, or to assist or subsidise, any person. (aa)To sell, exchange, mortgage, charge, let, grant, licences, easements, options, servitudes and other rights over, and in any other manner deal with or dispose of, all or any part of the undertaking, property and assets (present and future) of the Company for any consideration. (bb)To distribute in specie, in kind or otherwise as may be resolved, any assets of the Company among its members. (cc)To establish, grant and take up agencies in any part of the world, and do all such other things as the Company may deem conducive to the carrying on of the Company's business, either as principals or agents and to remunerate any persons in connection with the establishment or granting of such agencies upon such terms and conditions as the Company may think fit. 4 (dd)To cease carrying on or wind up any business or activity of the Company and to cancel any registration of and to wind up or procure the dissolution of the Company in any state or territory. (ee)To do all or any of the matters hereby authorised in any part of the world and either alone or in conjunction with, or as contractors, factors, trustees or agents for, any other company or person, or by or through any factors, trustees or agents and generally to do all such other things as may appear to be incidental or conducive to the attainment of the above objects or any of them. (ff)To carry on all of the said businesses or any one or more of them as a distinct or separate business of the Company, to carry on any other business which may seem to the Directors of the Company capable of being conveniently carried on or done in connection with the above, or any one of the above or calculated directly or indirectly to enhance the value of or render more profitable any of the Company's undertaking, property, assets or otherwise to advance the interests of the Company or of its members.And generally to do all such other things as may appear to be incidental or conducive to the attainment of the said objects or any of them.And it is hereby declared that in the interpretation of these presents, the meaning of any of the Company's objects shall not be restricted by reference to any other object, or by the juxtaposition of two or more objects, and that, in the event of any ambiguity, this Clause shall be construed in such a way as to widen, and not to restrict, the powers of the Company.4.The liability of the members is limited.5.The share capital of the Company is 40,000 divided into 40,000 Ordinary Shares of 1.00 each. 5We, the several persons whose names, and addresses are subscribed, wish to be formed into a Company in pursuance of this Memorandum of Association, and we agree the number of shares in the capital of the Company set opposite our respective names.Names, Addresses and Descriptionsof Subscribers   Number of Shares takenby each Subscriber/s/ illegible  Five ThousandFor and on behalf of  Five ThousandCumberland Corporate Services Limited  First Floor, Fitzwilton House,Wilton Place, Dublin 2Corporate Entity/s/ illegible  Five ThousandFor and on behalf of  Five ThousandLower Mount Limited  First Floor, Fitzwilton House,Wilton Place, Dublin 2Corporate Entity/s/ illegible  Five ThousandFor and on behalf of  Five ThousandLower Mount Services Limited  First Floor, Fitzwilton House,Wilton Place, Dublin 2Corporate Entity/s/ illegible  Five ThousandFor and on behalf of  Five ThousandWilton Secretarial Limited  First Floor, Fitzwilton House,Wilton Place, Dublin 2Corporate Entity/s/ illegible  Six Thousand Five HundredFor and on behalf of  Six Thousand Five HundredWm. Fry & Sons Limited  First Floor, Fitzwilton House,Wilton Place, Dublin 2Corporate Entity 6/s/ illegible  Six Thousand Five HundredFor and on behalf ofWMF Services Limited  Six Thousand Five HundredFirst Floor, Fitzwilton House,Wilton Place, Dublin 2  Corporate Entity  /s/ illegible  Seven ThousandFor and on behalf ofWilliam Fry Limited  Seven ThousandFirst Floor, Fitzwilton House,Wilton Place, Dublin 2Corporate EntityDated this 28th day of June 2013.Witness to the above signatures:-Name:- Deirdre MooneyAddress:- c/o Fitzwilton House, Wilton Place, D.2.Occupation:- Chartered SecretarySignature:- /s/ D Mooney 7COMPANIES ACTS, 1963 to 2012A PUBLIC COMPANY LIMITED BY