EX-3.2 3 tm2026605d3_ex3-2.htm EXHIBIT 3.2

 

Exhibit 3.2

 

 

THE COMPANIES LAW

 

EXEMPTED COMPANY LIMITED BY SHARES

 

MEMORANDUM OF ASSOCIATION

 

OF

 

Intelligent Living Application Group Inc.

 

1.The name of the Company is Intelligent Living Application Group Inc.

 

2.The Registered Office of the Company shall be at the offices of Conyers Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KY1-1111, Cayman Islands.

 

3.Subject to the following provisions of this Memorandum, the objects for which the Company is established are unrestricted and shall include, but without limitation:

 

(a)to act and to perform all the functions of a holding company in all its branches and to coordinate the policy and administration of any subsidiary company or companies wherever incorporated or carrying on business or of any group of companies of which the Company or any subsidiary company is a member or which are in any manner controlled directly or indirectly by the Company;

 

(b)to act as an investment company and for that purpose to subscribe, acquire, hold, dispose, sell, deal in or trade upon any terms, whether conditionally or absolutely, shares, stock, debentures, debenture stock, annuities, notes, mortgages, bonds, obligations and securities, foreign exchange, foreign currency deposits and commodities, issued or guaranteed by any company wherever incorporated, or by any government, sovereign, ruler, commissioners, public body or authority, supreme, municipal, local or otherwise, by original subscription, tender, purchase, exchange, underwriting, participation in syndicates or in any other manner and whether or not fully paid up, and to meet calls thereon.

 

4.Subject to the following provisions of this Memorandum, the Company shall have and be capable of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit, as provided by Section 27(2) of the Companies Law (Revised).

 

5.Nothing in this Memorandum shall permit the Company to carry on a business for which a licence is required under the laws of the Cayman Islands unless duly licensed.

 

 

 

AP_Legal – 105270254.1

 

Auth Code: D67123679337

 

www.verify.gov.ky

 

 

 

 

 

6.The Company shall not trade in the Cayman Islands with any person, firm or corporation except in furtherance of the business of the Company carried on outside the Cayman Islands; provided that nothing in this clause shall be construed as to prevent the Company effecting and concluding contracts in the Cayman Islands, and exercising in the Cayman Islands all of its powers necessary for the carrying on of its business outside the Cayman Islands.

 

7.The liability of each member is limited to the amount from time to time unpaid on such memberʹs shares.

 

8.The share capital of the Company is US$50,000 divided into 500,000,000 shares of a nominal or par value of US$0.0001 each, with the power for the Company, insofar as is permitted by law, to redeem or purchase any of its shares and to increase or reduce the said share capital subject to the provisions of the Companies Law (Revised) and the Articles of Association of the Company and to issue any part of its capital, whether original, redeemed or increased, with or without any preference, priority or special privilege or subject to any postponement of rights or to any conditions or restrictions; and so that, unless the conditions of issue shall otherwise expressly declare, every issue of shares, whether declared to be preference or otherwise, shall be subject to the power hereinbefore contained.

 

9.The Company may exercise the power contained in the Companies Law to deregister in the Cayman Islands and be registered by way of continuation in another jurisdiction.

 

AP_Legal – 105270254.1

 

Auth Code: D67123679337

 

www.verify.gov.ky

 

 

 

 

 

We, the undersigned, are desirous of being formed into a company pursuant to this Memorandum of Association and the Companies Law, and we hereby agree to take the numbers of shares set opposite our respective names below.

 

Dated this 17th day of July, 2019

 

 

SIGNATURE, NAME, OCCUPATION AND NUMBER OF SHARES
ADDRESS OF SUBSCRIBER TAKEN BY SUBSCRIBER
   
Sharon Pierson, Manager One (1)
   
Cricket Square  
Hutchins Drive  
P.O. Box 2681  
Grand Cayman KY1-1111  
Cayman Islands  
   
   
Sharon Pierson  
   
   
Tara Ramoon  
Witness to the above signature  
   
Address: Cricket Square  
  Hutchins Drive  
  P.O. Box 2681  
  Grand Cayman KY1-1111  
  Cayman Islands  
     
Occupation: Incorporation Administrator  

 

AP_Legal – 105270254.1

 

Auth Code: D67123679337

 

www.verify.gov.ky