郭文贵破产案 · EXHIBIT · ECF #1797-5

# **Exhibit 5**

## WHITECROFT SHORE LIMITED

### WRITTEN RESOLUTIONS PASSED BY ALL THE DIRECTORS OF THE COMPANY PURSUANT TO THE ARTICLES OF ASSOCIATION OF THE company

#### Incorporation જુન

It was noted that the Company was incorporated under the BVI Business Companies Act.

| | | The Certificate of Incorporation number was | | 1989480 | | |--|--|---------------------------------------------|--|---------|--| |--|--|---------------------------------------------|--|---------|--|

| The Date of Incorporation was | 2 February, 2018 | |-------------------------------|------------------| |-------------------------------|------------------|

A copy of the Memorandum and Articles of Association was also presented to the meeting.

#### REGISTERED AGENT દ્ર તે

It was noted that the Registered Agent for the Company is Vistra (BVI) Limited and that the Office of the Registered Agent is Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands.

### 3. REGISTERED OFFICE AND CORRESPONDENCE ADDRESS

It was noted that the Registered Office of the Company is Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands. It was resolved that the address to be used for all correspondence be as follows :

49th Floor Bank of China Tower 1 Garden Road Central Hong Kong

#### જી, DIRECTOR(S)

It was noted that the first Registered Agent, had appointed the following as the first director(s) had signed consent(s) to act.

guo Mei

It was noted that the abovementioned appointment(s) have been entered in the Register of Directors and the original/a copy" of the Register of Directors has been sent to Registered Agent and is maintained at the Office of the Registered Agent in the BVI.

It was resolved that a copy of such Register be filed at the Registry of Corporate Affairs in the BVI. BVIBC 2017/02(PV)

### WHITECROFT SHORE LIMITED

### 5. AUTHORISED NUMBER OF SHARES

If was noted that the Company is authorised to issue a maximum of 50,000 shares of a single class each with a par value of US\$1.00.

## 6. APPLICATION(S) FOR AND ALLOTMENT OF SHARE(S)

The following application(s) for share(s) in the Company was/were submitted :

| APPLICANT(S) | | No. Of Shareis) | CONSIDERATION | | |--------------|-------|-----------------|---------------|------| | GUO Mel | | 1 share(s)[ | USD | 1.00 | | | ાં છે | (Share(s) | USDI | 1.00 | | | | | | |

It was resolved that the application(s) be approved and that share(s) be issued accordingly.

It was further resolved that the Common Seal of the Company be affixed to the share certificate(s) to be issued and that details be entered in the Register of Members and the original/a copy" of the Register of Members has been sent to the Registered Agent of the Company and is maintained at the Office of the Registered Agent in the BVI.

#### pr Common Seal

It was resolved that the seal, an impression of which was affixed hereto, be and is hereby adopted as the Common Seal of the Company.

## 8. LOCATION OF BOOKS AND RECORDS AND UNDERLYING DOCUMENTATION

It was resolved that the books, records and minutes and underlying documentation of the Company be kept at the following tocation, until otherwise determined by the Directors and the Company has informed the Registered Agent the physical address of the location of the records :-

## 49th Floor Bank of China Tower 1 Garden Road Central Hong Kong

It was resolved that the name and address of the person who maintains and controls the company's records and underlying documentation is as follows :

Guo Mei 22 South Bay Road Level 1 (Unit B1) Hong Kong

BVIBC 2017/02(PV)

#### WHITECROFT SHORE LIMITED

9.

It was noted that the Company was required to keep the original or copy of its Register of Members and Register of Directors at the Office of the Registered Agent of the Company and that when a copy is kept a written record has to be provided to the Registered Agent of the physical address of the originals.

Dated this 4 April, 2018

GUO Mei Director

BVIBC 2017/02(PV)