01532 中国派对文化展示文件：第三份经修订及重订之组织章程大纲及章程细则

Certified by

Xu Chengwu

Director

TABLE OF CONTENTS

Article No.

Shares, Warants and Modification of Rights � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � �3

Lien� � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � �23

Cals on Shares � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � �26

Transfer of Shares� � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � �39

Transmision of Shares� � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � �48

Forfeiture of Shares� � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � �52

General Metings � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � �62

Procedings at General Metings� � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � �67

Votes of Shareholders� � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � �79

Apointment of Proxy and Corporate Representative � � � � � � � � � � � � � � � � � � � � � � � � � � � � � �85

Registered Ofice � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � �95

Board of Directors� � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � �96

Apointment and Rotation of Directors� � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � �108

Borowing Powers� � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � �115

Managing Directors, etc � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � �122

Management � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � �127

Managers � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � �129

Chairman and other Oficers� � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � �132

Procedings of the Directors� � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � �133

Minutes and Corporate Records� � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � �143

Secretary� � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � �144

General Management and Use of the Seal� � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � �147

Authentication of Documents � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � �152

Capitalisation of Reserves� � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � �153

Dividends and Reserves � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � �154

Record Date � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � �169

Anual Returns� � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � �171

Acounts� � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � �172

Auditors � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � �176

Notices � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � �180

Information� � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � �187

Winding Up� � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � �188

Indemnity � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � �191

Untraceable Shareholders � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � �192

Destruction of Documents� � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � �194

Subscription Right Reserve� � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � �195

Stock� � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � �196

Filed: 02-Jun-2025 13:21 EST

Auth Code: D24617205756w.verify.gov.ky File#: 296630

THE COMPANIES ACT (AS REVISED)

EXEMPTED COMPANY LIMITED BY SHARES

THIRD AMENDED AND

RESTATED MEMORANDUM OF ASOCIATION OF

CHINA PARTYTIME CULTURE HOLDINGS LIMITED

中国派对文化控股有限公司

(Company)

(adopted by a Special Resolution pased on 30 May 2025)

1�The name of the Company is China Partytime Culture Holdings Limited 中国派对文化

控股有限公司�

2�The registered ofice wil be situated at the ofices of Ocorian Trust (Cayman) Limited,

Windward 3, Regata Ofice Park, PO Box 1350, Grand Cayman KY1-1108, Cayman

Islands or at such other place in the Cayman Islands as the Directors may from time to

time decide�

3�The objects for which the Company is established are unrestricted and except as

prohibited or limited by the laws of the Cayman Islands, the Company shal have ful

power and authority to cary out any object and shal have and be capable of from time

to time and at al times exercising any and al of the powers at any time or from time to

time exercisable by a natural person or body corporate in any part of the world whether as

principal, agent, contractor or otherwise�

4�Without prejudice to the generality of the foregoing, the objects of the Company shal

include, but without limitation, the folowing:

4�1To cary on the busines of an investment company and for that purpose to acquire

and hold, either in the name of the Company or in that of any nomine, land and

real estate, gold and silver bulion, shares (including shares in the Company),

stocks, debentures, debenture stock, bonds, notes, obligations and securities isued

or guaranted by any company wherever incorporated or carying on busines

and debentures, debenture stock, bonds, notes, obligations and securities isued

or guaranted by any government, sovereign, ruler, comisioners, public body

or authority, supreme, dependent, municipal, local or otherwise in any part of the

world�

4�2To lend money with or without security either at interest or without and to invest

money of the Company in such maner as the Directors think fit�

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4�3 To acquire by purchase, lease, exchange, or otherwise lands, houses, buildings and

other property or any interest in the same in any part of the world�

4�4 To cary on the busines of a comodity, comodity futures and forward contracts

trader and for that purpose to enter into spot, future or forward contracts for

the purchase and sale of any comodity including, but without prejudice to the

generality of the foregoing, any raw materials, procesed materials, agricultural

products, produce or livestock, gold and silver bulion, specie and precious or

semi-precious stones, gods, articles, services, curencies, rights and interests

which may now or in the future be bought and sold in comerce and whether such

trading is efected on an organised comodity exchange or otherwise and either

to take delivery of, or to sel or exchange any such comodities pursuant to any

contract capable of being entered into on any such comodities exchange�

4�5To cary on whether as principals, agents or otherwise the busines of providing

and suplying gods, equipment, materials and services of whatsoever nature,

and of financiers, company promoters, realtors, financial agents, land owners and

dealers in or managers of companies, estates, lands, buildings, gods, materials,

services, stocks, leases, anuities and securities of whatsoever type or kind�

4�6To purchase or otherwise acquire and hold any rights, privileges, concesions,

patents, patent rights, licences, secret proceses and any real or personal property

of any kind whatsoever�

4�7 To build, equip, furnish, outfit, repair, purchase, own, charter and lease steam,

motor, sail or other vesels, ships, boats, tugs, barges, lighters or other property

to be used in the busines of shiping, transportation, chartering and other

comunication and transport operations for the use of the Company or for others,

and to sel, charter, lease, mortgage, pledge or transfer the same or any interest

therein to others�

4�8 To cary on the busines of importers, exporters and merchants of gods, produce,

stores and articles of al kinds both wholesale and retail, packers, customs brokers,

ship agents, warehousemen, bonded or otherwise and cariers and to transact every

kind of agency, factor and brokerage busines or transaction which may sem to

the Company directly or indirectly conducive to its interests�

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4�9 To cary on the busines of consultants in conection with al maner of services

and advisers on al maters relating to companies, firms, partnerships, charities,

political and non-political persons and organisations, governments, principalities,

sovereign and republican states and countries and to cary on al or any of the

busineses of financial, industrial, development, architectural, enginering,

manufacturing, contracting, management, advertising, profesional busines and

personal consultants and to advise upon the means and methods for extending,

developing, marketing and improving al types of projects, developments,

busineses or industries and al systems or proceses relating to such busineses

and the financing, planing, distribution, marketing and sale thereof�

4�10 To act as a management company in al branches of that activity and without

limiting the generality of the foregoing, to act as managers of investments and

hotels, estates, real property, buildings and busineses of every kind and generaly

to cary on busines as managers, consultants or agents for or representatives of

owners of property of every kind, manufacturers, funds, syndicates, persons, firms

and companies for any purpose whatsoever�

4�11 To cary on any other trade or busines which may sem to the Company capable

of being caried on conveniently in conection with any busines of the Company�

4�12 To borow or raise money by the isue of ordinary debenture stock or on mortgage

or in such other maner as the Company shal think fit�

4�13 To draw, make, acept, endorse, discount, execute and isue al instruments both

negotiable and non-negotiable and transferable including promisory notes, bils of

exchange, bils of lading, warants, debentures and bonds�

4�14 To establish branches or agencies in the Cayman Islands and elsewhere and to

regulate and to discontinue the same�

4�15To distribute any of the property of the Company among the members of the

Company in specie�

4�16 To acquire and take over the whole or any part of the busines, property and

liabilities of any person or persons, firm or company or to take or otherwise acquire

and hold shares, stock, debentures or other securities of or interest in any other

company carying on any busines or posesed of any property or rights�

4�17 To grant pensions, alowances, gratuities and bonuses to employes or ex-

employes of the Company or the dependents of such persons and to suport,

establish or subscribe to any charitable or other institutions, clubs, societies or

funds or to any national or patriotic fund�

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4�18 To lend and advance moneys or give credit to such persons and on such terms

as may be thought fit and to guarante or stand surety for the obligations of any

third party whether such third party is related to the Company or otherwise and

whether or not such guarante or surety is to provide any benefits to the Company

and for that purpose to mortgage or charge the Company’s undertaking, property

and uncaled capital or any part thereof, on such terms and conditions as may be

thought expedient in suport of any such obligations binding on the Company

whether contingent or otherwise�

4�19 To enter into partnership or into any arangements for sharing profits, union of

interests, co-operation, joint venture, reciprocal concesion, amalgamation or

otherwise with any person or persons or company engaged or interested or about

to become engaged or interested in the carying on or conduct of any busines or

enterprise from which this Company would or might derive any benefit whether

direct or indirect and to lend money, guarante the contracts of or otherwise asist

any such person or company and to take subscribe for or otherwise acquire shares

and securities of any such company and to sel, hold, re isue with or without

guarante or otherwise deal with the same�

4�20 To enter into any arangements with any authorities, municipal or local or

otherwise and to obtain from any such authority any rights, privileges or

concesions which the Company may think it desirable to obtain and to cary out,

exercise and comply with any such arangements, rights, privileges or concesions�

4�21 To do al such things as are incidental to or which the Company may think

conducive to the atainment of the above objects or any of them�

5� If the Company is registered as an exempted company as defined in the Cayman

Islands Companies Act (as revised), it shal have the power, subject to the provisions

of the Cayman Islands Companies Act (as revised) and with the aproval of a special

resolution, to continue as a body incorporated under the laws of any jurisdiction outside

of the Cayman Islands and to be de-registered in the Cayman Islands�

6�The liability of the members of the Company is limited�

7� The authorised share capital of the Company is HK$50,000,000�00 divided into

5,000,000,000 shares of HK$0�01 each with the power for the Company to increase or

reduce the said capital and to isue any part of its capital, original 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, unles the condition of isue shal

otherwise expresly declare, every isue of shares, whether declared to be preference or

otherwise, shal be subject to the power hereinbefore contained�

Filed: 02-Jun-2025 13:21 EST

Auth Code: D24617205756w.verify.gov.ky File#: 296630

THE COMPANIES ACT (AS REVISED)

EXEMPTED COMPANY LIMITED BY SHARES

THIRD AMENDED AND

RESTATED ARTICLES OF ASOCIATION OF

CHINA PARTYTIME CULTURE HOLDINGS LIMITED

中国派对文化控股有限公司

(Company)

(adopted by a Special Resolution pased on 30 May 2025)

1(a)Table “A” of the Companies Act (as defined in this Article) shal not aply to the

Company�

Marginal

Notes

(b)Any marginal notes, titles or lead in references to Articles and the index of the

Memorandum and Articles of Asociation shal not form part of the Memorandum

or Articles of Asociation and shal not afect their interpretation� In interpreting

these Articles of Asociation, unles there be something in the subject or context

inconsistent therewith:

Definitions

actionable corporate comunication: shal have the meaning given to it in the

Listing Rules;

adres: shal have the ordinary meaning given to it and shal include any

facsimile number, electronic number or adres or website used for the purposes of

any comunication pursuant to these Articles;

anouncement: means an oficial publication of a Notice or document of the

Company, including a publication, subject to and to such extent permited by the

Listing Rules, by electronic comunication or by advertisement published in the

Newspapers or in such maner or means ascribed and permited by the Listing

Rules and aplicable laws;

apointor: means in relation to an alternate Director, the Director who apointed

the alternate to act as his alternate;

Articles: means these Articles of Asociation in their present form and al

suplementary, amended or substituted articles for the time being in force;

Auditors: means the persons apointed by the Company from time to time to

perform the duties of auditors of the Company;

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Board: means the board of Directors of the Company as constituted from time to

time or as the context may require the majority of Directors present and voting at a

meting of the Directors at which a quorum is present;

Cal: shal include any instalment of a cal;

Clearing House: means a clearing house recognised by the laws of the jurisdiction

in which the Shares of the Company are listed or quoted with the permision of the

Company on a stock exchange in such jurisdiction;

Close Asociate(s): shal have the meaning as defined in the Listing Rules;

Companies Act: means the Companies Act, Cap� 22 (as revised) of the Cayman

Islands as amended from time to time and every other act, order regulation or other

instrument having statutory efect (as amended from time to time) for the time

being in force in the Cayman Islands aplying to or afecting the Company, the

Memorandum of Asociation and/or the Articles of Asociation;

Companies Ordinance: means the Companies Ordinance, Cap� 622 of the Laws of

Hong Kong as amended from time to time;

Company: means the above named company;

Company’s website: means the website of the Company to which any Shareholder

may have aces, the adres or domain name of which has ben notified to the

Shareholders by the Company or as subsequently amended by notice given to the

Shareholders by the Company;

Corporate Comunication: shal have the meaning given to it in the Listing

Rules;

Debenture and Debenture Holder: means and includes respectively debenture

stock and debenture stockholder;

Director: means such person or persons as shal be apointed to the Board from

time to time;

Dividend: means dividends, distributions in specie or in kind, capital distributions

and capitalisation isues;

electronic: means relating to technology having electrical, digital, magnetic,

wireles, optical electromagnetic or similar capabilities and such other meanings as

given to it in the Electronic Transactions Act;

electronic comunication: means a comunication sent, transmited, conveyed

and received by electronic means in any form through any medium;

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electronic means: includes sending or otherwise making available to the intended

recipients of the comunication in electronic format;

electronic meting: means a general meting held and conducted wholy and

exclusively by virtual atendance and participation by Members and/or proxies by

means of electronic facilities;

electronic record: has the same meaning as in the Electronic Transactions Act;

Electronic Transactions Act: shal mean the Electronic Transactions Act (as

revised) of the Cayman Islands and any amendment thereto or re-enactments

thereof for the time being in force and includes every other law incorporated

therewith or substituted thereof;

Head Ofice: means such ofice of the Company as the Board may from time to

time determine to be the principal ofice of the Company;

HK Stock Exchange: means The Stock Exchange of Hong Kong Limited;

HK$ or Hong Kong dolars: means Hong Kong dolars, the lawful curency for

the time being of Hong Kong;

Holding Company: has the meaning ascribed to it by Section 13 of the Companies

Ordinance;

Hong Kong: means the Hong Kong Special Administrative Region of the People’s

Republic of China;

hybrid meting: means a general meting convened for (i) physical atendance

and participation by Members and/or proxies at the Principal Meting Place and

where aplicable, one or more Meting Locations and at the same time (i) virtual

atendance and participation by Members and/or proxies by means of electronic

facilities;

Listing Rules: shal mean the Rules Governing the Listing of Securities on The

Stock Exchange of Hong Kong Limited (as amended from time to time);

Meting Location(s): has the meaning given to it by Article 71A(1);

Month: means a calendar month;

Newspapers: means at least one English language daily newspaper and at least

one Chinese language daily newspaper, in each case published and circulating

generaly in the Relevant Teritory and specified or not excluded for this purpose

by the stock exchange in the Relevant Teritory;

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Notice: means writen notice unles otherwise specialy stated and as further

defined in these Articles;

Ordinary Resolution: means a resolution as described in Article 1(e) of these

Articles;

Paid: means, as it relates to a Share, paid or credited as paid;

physical meting: means a general meting held and conducted by physical

atendance and participation by Members and/or proxies at the Principal Meting

Place and where aplicable, one or more Meting Locations;

Principal Meting Place: shal have the meaning given to it by Article 65;

Register: means the principal register and any branch register of Shareholders of

the Company to be maintained at such place within or outside the Cayman Islands as

the Board shal determine from time to time;

Registered Ofice: means the registered ofice of the Company for the time being as

required by the Companies Act;

Registration Ofice: means such place or places in the Relevant Teritory or

elsewhere where the Board from time to time determine to kep a branch register

of Shareholders of the Company in respect of that clas of share capital and where

(except in cases where the Board otherwise agres) transfers of other documents of

title for Shares are to be lodged for registration and are to be registered;

Relevant Period: means the period comencing from the date on which any of the

securities of the Company first become listed on the HK Stock Exchange to and

including the date imediately before the day on which none of such securities

are so listed (and so that if at any time trading of any such securities is suspended

for any reason whatsoever and for any length of time, they shal nevertheles be

treated, for the purpose of this definition, as listed);

Relevant Teritory: means Hong Kong or such other teritory where any of the

securities of the Company is listed on a stock exchange in that teritory;

Seal: means the comon seal of the Company and any one or more facsimile seals

from time to time of the Company for use in the Cayman Islands or in any place

outside the Cayman Islands;

Secretary: means the person for the time being performing the duties of that ofice

of the Company and includes any asistant, deputy, acting or temporary secretary;

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Securities Seal: shal mean a seal for use for sealing certificates for shares or other

securities isued by the Company which is a facsimile of the Seal of the Company

with the adition on its face of the words Securities Seal;

Share: means a share in the share capital of the Company and includes stock

except where a distinction betwen stock and Shares is expresed or implied;

Shareholder or Member: means the person who is duly registered in the Register

as holder for the time being of any Share and includes persons who are jointly so

registered;

Special Resolution: means a resolution as described in Article 1(d) of these

Articles;

Subsidiary: has the meaning ascribed to it by Section 15 of the Companies

Ordinance;

Transfer Ofice: means the place where the principal register of Shareholders is

located for the time being; and

Treasury Share(s): means share(s) of the Company that was/were previously

isued but was/were purchased or redemed by the Company or surendered to the

Company and not canceled and clasified and held by the Company as treasury

share(s)�

(c)In these Articles, unles there be something in the subject or context inconsistent

herewith:

General

(i) words denoting the singular number shal include the plural number and vice

versa;

(i) words importing any gender shal include every gender and words importing

persons shal include partnerships, firms, companies and corporations;

(i) subject to the foregoing provisions of this Article, any words or expresions

defined in the Companies Act (except any statutory modification thereof not

in force when these Articles become binding on the Company) shal bear

the same meaning in these Articles, save that “company” shal where the

context permits include any company incorporated in the Cayman Islands or

elsewhere;

(iv) references to any statute or statutory provision shal be construed as relating

to any statutory modification or re-enactment thereof for the time being in

force;

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(v) references to a document (including, but without limitation, a resolution in

writing) being signed or executed include references to it being signed or

executed under hand or under seal or by electronic signature or by electronic

comunication or by any other means of verifying the authenticity of an

electronic record and references to a notice or document include a notice or

document recorded or stored in any digital, electronic, electrical, magnetic

or other retrievable form or medium and information in visible form whether

having physical substance or not;

(vi) Section 8 and Section 19 of the Electronic Transactions Act shal not aply to

these Articles to the extent it imposes obligations or requirements in adition

to those set out in these Articles;

(vi) references to the right of a Shareholder to speak at an electronic meting or a

hybrid meting shal include the right to raise questions or make statements

to the chairman of the meting, verbaly or in writen form, by means of

electronic facilities� Such a right shal be demed to have ben duly exercised

if the questions or statements may be heard or sen by al or only some of

the persons present at the meting (or only by the chairman of the meting)

in which event the chairman of the meting shal relay the questions raised

or the statements made verbatim to al persons present at the meting, either

oraly or in writing using electronic facilities;

(vi) references to votes cast or taken at a general meting shal include al votes

taken (in such maner as may be directed by the chairman of that meting

whether by a count of votes by show of hands and/or by the use of balot

or voting papers or tickets and/or by electronic means) of the Shareholders

atending in person, by corporate representative or by proxy at that meting;

(ix) references to a meting (a) shal mean a meting convened and held in any

maner permited by these Articles and any Member or Director atending and

participating at a meting by means of electronic facilities shal be demed to

be present at that meting for al purposes of the Companies Act, the Listing

Rules and these Articles, and atend, participate, atending, participating,

atendance and participation shal be construed acordingly and (b) shal,

where the context is apropriate, include a meting that has ben postponed

or changed to another date, time and/or place and/or the electronic facilities

and/or the form of the meting (a physical meting, an electronic meting or

a hybrid meting) has ben changed by the Board pursuant to Article 71;

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(x) references to a person’s participation in the busines of a general meting

include, without limitation and as relevant, the right (including, in the case of

a corporation, through a duly authorised corporate representative) to speak or

comunicate, vote, be represented by a proxy and have aces in hard copy

or electronic form to al documents which are required by the Companies

Act, the Listing Rules or these Articles to be made available at the meting,

and participate and participating in the busines of a general meting shal be

construed acordingly;

(xi) references to electronic facilities include, without limitation, website

adreses, webinars, webcast, video or any form of conference cal systems

(telephone, video, web or otherwise); and

(xi) where a Shareholder or Member is a corporation, any reference in these

Articles to a Shareholder or Member shal, where the context requires, refer

to a duly authorized representative of such Shareholder or Member�

(d)At al times during the Relevant Period a resolution shal be a Special Resolution

when it has ben pased by a majority of not les than ¾ of the votes cast by such

Shareholders as, being entitled so to do, vote in person or by proxy or, in the

cases of Shareholders which are corporations, by their respective duly authorised

representatives at a general meting held in acordance with these Articles and

of which notice specifying the intention to propose the resolution as a special

resolution has ben duly given and of which not les than 21 days’ notice has ben

duly given�

Special

Resolution

(e)A resolution shal be an Ordinary Resolution when it has ben pased by a simple

majority of the votes cast by such Shareholders as, being entitled so to do, vote in

person or, where proxies are alowed, by proxy or, in the case of any Shareholder

being a corporation, by its duly authorised representative at a general meting held

in acordance with these Articles and of which not les than 14 days’ notice has

ben duly given�

Ordinary

Resolution

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(f)A resolution in writing signed (in such maner as to indicate, expresly or

impliedly, unconditional aproval) by or on behalf of al Shareholders for the time

being entitled to receive notice of and to atend and vote at general metings of

the Company shal, for the purpose of these Articles, be treated as an Ordinary

Resolution duly pased at a general meting of the Company duly convened and

held and, where relevant as a Special Resolution so pased� Any such resolution

shal be demed to have ben pased at a meting held on the date on which it

was signed by the last person to sign, and where the resolution states a date as

being the date of his signature thereof by any Shareholder the statement shal be

prima facie evidence that it was signed by him on that date� Such a resolution may

consist of several documents in the like form, and signed by one or more relevant

Shareholders�

Resolutions in

writing

(g)A Special Resolution shal be efective for any purpose for which an Ordinary

Resolution is expresed to be required under any provision of these Articles�

Special

Resolution

efective as

Ordinary

Resolution

When Special

Resolution is

required

Ap�3

Para 162To the extent that the same is permisible under Cayman Islands law and subject to

Article 13, a Special Resolution shal be required to alter the Memorandum of Asociation

of the Company, to aprove any amendment of the Articles or to change the name of the

Company�

SHARES, WARANTS AND MODIFICATION OF RIGHTS

3Without prejudice to any special rights or restrictions for the time being ataching to any

Shares or any clas of Shares including preference Shares, any Share may be isued upon

such terms and conditions and with such prefered, defered or other qualified or special

rights, or such restrictions, whether in regard to Dividend, voting, return of capital or

otherwise, as the Company may from time to time by Ordinary Resolution determine (or,

in the absence of any such determination or so far as the same may not make specific

provision, as the Board may determine) and any Share may be isued on the terms that

it is liable to be redemed upon the hapening of a specified event or upon a given date

and either at the option of the Company, or at the option of the holder� No Shares shal

be isued to bearer�

Isue of Shares

4The Board may isue warants to subscribe for any clas of Shares or other securities of

the Company, which warants may be isued on such terms as the Board may from time

to time determine� Where warants are isued to bearer, no certificate thereof shal be

isued to replace one that has ben lost unles the Board is satisfied beyond reasonable

doubt that the original certificate thereof has ben destroyed and the Company has

received an indemnity in such form as the Board shal think fit with regard to the isue

of any such replacement certificate�

Warants

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Ap�3

Para 155(a) If at any time the share capital of the Company is divided into diferent clases

of Shares, al or any of the special rights atached to any clas (unles otherwise

provided for by the terms of isue of the Shares of that clas) may, subject to the

provisions of the Companies Act, be varied or abrogated either (i) with the consent

in writing of the holders of at least thre-fourths of the voting rights of the Shares

of that clas present and voting in person (or in the case of any Shareholder being a

corporation, by its duly authorised representatives) and/or by proxy or (i) with the

sanction of a Special Resolution pased at a separate general meting of the holders

of the Shares of that clas� To every such separate general meting the provisions

of these Articles relating to general metings shal mutatis mutandis aply, but so

that the necesary quorum (other than at an adjourned meting) shal be not les

than two persons holding (or, in the case of a Shareholder being a corporation, by

its duly authorised representative) or representing by proxy one-third in nominal

value of the isued Shares of that clas, that the quorum for any meting adjourned

for want of quorum shal be two Shareholders present in person (or in the case of

the Shareholder being a corporation, by its duly authorised representative) or by

proxy (whatever the number of Shares held by them) and that any holder of Shares

of the clas present in person (or in the case of the Shareholder being a corporation,

by its duly authorised representative) or by proxy may demand a pol�

How rights of

shares may be

modified

(b)The provisions of this Article shal aply to the variation or abrogation of the

rights atached to the Shares of any clas as if each group of Shares of the clas

diferently treated formed a separate clas the rights whereof are to be varied or

abrogated�

(c)The special rights confered upon the holders of any Shares or clas of Shares shal

not, unles otherwise expresly provided in the rights ataching to the terms of isue

of such Shares be demed to be altered by the creation or isue of further Shares

ranking pari pasu therewith�

6The authorised share capital of the Company on the date of the adoption of these Articles

is HK$50,000,000�00 divided into 5,000,000,000 shares of HK$0�01 each�

Authorised

Capital

7The Company in general meting may from time to time, whether or not al the Shares

for the time being authorised shal have ben isued and whether or not al the Shares

for the time being isued shal have ben fuly paid up, by Ordinary Resolution increase

its share capital by the creation of new Shares, such new capital to be of such amount

and to be divided into Shares of such clas or clases and of such amounts in Hong Kong

dolars or such other curency as the Shareholders may think fit and as the resolution

may prescribe�

Power to

increase

capital

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8Any new Shares shal be isued upon such terms and conditions and with such rights,

privileges or restrictions atached thereto as the general meting resolving upon the

creation thereof shal direct, and if no direction be given, subject to the provisions of the

Companies Act and of these Articles, as the Board shal determine; and in particular such

Shares may be isued with a preferential or qualified right to participate in Dividends

and in the distribution of asets of the Company and with a special right or without any

right of voting�

On what

conditions new

share may be

isued

9The Board may, before the isue of any new Shares, determine that the same, or any of

them, shal be ofered in the first instance, and either at par or at a premium, to al the

existing holders of any clas of Shares in proportion as nearly as may be to the number

of Shares of such clas held by them respectively, or make any other provisions as to the

alotment and isue such Shares, but in default of any such determination or so far as the

same shal not extend, such Shares may be dealt with as if they formed part of the capital

of the Company existing prior to the isue of the same�

When to be

ofered to

existing

shareholders

10Except so far as otherwise provided by the conditions of isue or by these Articles,

any capital raised by the creation of new Shares shal be treated as if it formed part of

the original capital of the Company and such Shares shal be subject to the provisions

contained in these Articles with reference to the payment of cals and instalments,

transfer and transmision, forfeiture, lien, cancelation, surender, voting and otherwise�

New shares to

form part of

original capital

11(a) Al unisued Shares and other securities of the Company shal be at the disposal

of the Board and it may ofer, alot (with or without confering a right of

renunciation), grant options over or otherwise dispose of them to such persons, at

such times, for such consideration and generaly on such terms (subject to Article

9) as it in its absolute discretion thinks fit, but so that no Shares shal be isued at

a discount� The Board shal, as regards any ofer or alotment of Shares, comply

with the provisions of the Companies Act, if and so far as such provisions may be

aplicable thereto�

Unisued Shares

at the disposal of

the Directors

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(b) Neither the Company nor the Board shal be obliged, when making or granting

any alotment of, ofer of, option over or disposal of Shares or other securities

of the Company, to make, or make available, and may resolve not to make, or

make available, any such alotment, ofer, option or Shares or other securities to

Shareholders or others with registered adreses in any jurisdiction outside of the

Relevant Teritory, or in any particular teritory or teritories being a teritory

or teritories where, in the absence of a registration statement or other special

formalities, this would or might, in the opinion of the Board, be unlawful or

impracticable, or the existence or extent of the requirement for such registration

statement or special formalities might be expensive (whether in absolute terms

or in relation to the rights of the Shareholder(s) who may be afected) or time

consuming to determine� The Board shal be entitled to make such arangements to

deal with fractional entitlements arising on an ofer of any unisued Shares or other

securities as it thinks fit, including the agregation and the sale thereof for the

benefit of the Company� Shareholders who may be afected as a result of any of the

maters refered to in this paragraph (b) shal not be, and shal be demed not to be,

a separate clas of Shareholders for any purposes whatsoever�

12(a) The Company may at any time pay comision to any person for subscribing

or agreing to subscribe (whether absolutely or conditionaly) for any Shares or

procuring or agreing to procure subscriptions (whether absolute or conditional)

for any Shares, but so that the conditions and requirements of the Companies Act

shal be observed and complied with, and in each case the comision shal not

exced 10% of the price at which the Shares are isued�

Company may

pay comision

(b)If any Shares are isued for the purpose of raising money to defray the expenses

of the construction of any works or buildings or the provision of any plant which

canot be made profitable within a period of one year, the Company may pay

interest on so much of that share capital as is for the time being paid up for the

period and, subject to any conditions and restrictions mentioned in the Companies

Act, may charge the sum so paid by way of interest to capital as part of the cost of

construction of the works or buildings, or the provisions of the plant�

Defraying of

expenses

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13The Company may from time to time by Ordinary Resolution:

Increase in

capital,

(a)increase its share capital as provided by Article 7;

consolidation and

division of capital

and subdivision,

cancelation

of shares and

redenomination

etc�

(b)consolidate or divide al or any of its share capital into Shares of larger or smaler

amount than its existing Shares; and on any consolidation of fuly paid Shares

into Shares of larger amount, the Board may setle any dificulty which may arise

as it thinks expedient and in particular (but without prejudice to the generality of

the foregoing) may as betwen the holders of Shares to be consolidated determine

which particular Shares are to be consolidated into a consolidated Share, and if it

shal hapen that any person shal become entitled to fractions of a consolidated

Share or Shares, such fractions may be sold by some person apointed by the

Board for that purpose and the person so apointed may transfer the Shares so sold

to the purchaser thereof and the validity of such transfer shal not be questioned,

and so that the net proceds of such sale (after deduction of the expenses of such

sale) may either be distributed among the persons who would otherwise be entitled

to a fraction or fractions of a consolidated Share or Shares rateably in acordance

with their rights and interest or may be paid to the Company for the Company’s

benefit;

(c)divide its unisued Shares into several clases and atach thereto respectively any

preferential, defered, qualified or special rights, privileges or conditions;

(d)sub-divide its Shares or any of them into Shares of smaler amount than is fixed

by the Memorandum of Asociation, subject nevertheles to the provisions of the

Companies Act, and so that the resolution whereby any Share is sub-divided may

determine that, as betwen the holders of the Shares resulting from such sub-

division, one or more of the Shares may have any such prefered or other special

rights over, or may have such defered rights or be subject to any such restrictions as

compared with the others as the Company has power to atach to unisued or new

Shares;

(e)cancel any Shares which at the date of the pasing of the resolution have not ben

taken or agred to be taken by any person, and diminish the amount of its share

capital by the amount of the Shares so canceled;

(f)make provision for the isue and alotment of Shares which do not cary any voting

rights;

(g)change the curency of denomination of its share capital; and

(h)reduce its share premium acount in any maner authorised, and subject to any

conditions prescribed by law�

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14The Company may by Special Resolution reduce its share capital or undistributable

reserve in any maner authorised, and subject to any conditions prescribed, by law�

Reduction of

capital

15(a) Subject to the Companies Act, or any other law or so far as not prohibited by any

law and subject to any rights confered on the holders of any clas of Shares, the

Company shal have the power to purchase or otherwise acquire al or any of its

own Shares (which expresion as used in this Article includes redemable Shares)

provided that the maner and terms of purchase have first ben authorised by an

Ordinary Resolution of the Shareholders, and to purchase or otherwise acquire

warants and other securities for the subscription or purchase of its own Shares,

and shares and warants and other securities for the subscription or purchase of

any shares in any company which is its Holding Company and may make payment

therefor in any maner and terms authorised or not prohibited by law, including

out of capital, or to give, directly or indirectly, by means of a loan, a guarante, an

indemnity, the provision of security or otherwise howsoever, financial asistance

for the purpose of or in conection with a purchase or other acquisition made

or to be made by any person of any Shares or warants or other securities in the

Company or any company which is a Holding Company of the Company and

should the Company purchase or otherwise acquire its own Shares or warants

or other securities neither the Company nor the Board shal be required to select

the Shares or warants or other securities to be purchased or otherwise acquired

rateably or in any other maner and terms as betwen the holders of Shares or

warants or other securities of the same clas or as betwen them and the holders of

Shares or warants or other securities of any other clas or in acordance with the

rights as to Dividends or capital confered by any clas of Shares provided always

that any such purchase or other acquisition or financial asistance shal only be

made in acordance with the relevant code, rules or regulations isued from time to

time by the HK Stock Exchange and/or the Securities and Futures Comision of

Hong Kong from time to time in force�

Company to

purchase its

own securities

and to finance

the same

(b) The Board may acept the surender for no consideration of any fuly paid Share�

(c)Shares purchased or redemed by, or surendered to, the Company may be

canceled or (subject to the rules and regulations of the HK Stock Exchange or

any stock exchange on which the shares of the Company are listed and any other

relevant regulatory authority) clasified and held as Treasury Shares�

(d)Subject to the provisions of the Companies Act and the Memorandum of Asociation

of the Company, and to any special rights confered on the holders of any Shares

or ataching to any clas of Shares, Shares may be isued on the terms that they

may, at the option of the Company or the holders thereof, be liable to be redemed

on such terms and in such maner, including out of capital, as the Board may dem

fit�

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(e)Where the Company purchases for redemption a redemable Share, purchases not

made through the market or by tender shal be limited to a maximum price, and if

purchases are by tender, tenders shal be available to al Shareholders alike�

(f)The purchase or redemption of any Share shal not be demed to give rise to the

purchase or redemption of any other Share�

(g)The holder of the Shares being purchased or redemed shal be bound to deliver up

to the Company at the Head Ofice or such other place as the Board shal specify

the certificate(s) thereof for cancelation and thereupon the Company shal pay to

him the purchase or redemption monies in respect thereof�

15A Shares that the Company purchases, redems or acquires by way of surender in

acordance with the Companies Act shal be held as Treasury Shares and not treated as

canceled if:

Treasury Shares

(a) the Board so determines prior to the purchase, redemption or surender of those

shares; and

(b) the relevant provisions of the Memorandum of Asociation of the Company, the

Articles and the Companies Act are otherwise complied with�

15BNo dividend may be declared or paid, and no other distribution (whether in cash or

otherwise) of the Company’s asets (including any distribution of asets to Shareholders

on a winding up) may be made to the Company in respect of a Treasury Share�

15C The Company shal be entered in the Register as the holder of the Treasury Shares�

However:

(a) the Company shal not be treated as a Shareholder for any purpose and shal not

exercise any right in respect of the Treasury Shares, and any purported exercise of

such a right shal be void; and

(b) a Treasury Share shal not be voted, directly or indirectly, at any meting of the

Company and shal not be counted in determining the total number of isued shares

at any given time, whether for the purposes of these Articles or the Companies Act�

15D Treasury Shares may be disposed of by the Company in acordance with the Companies

Act and otherwise on such terms and conditions as the Board determines�

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15E Subject to the rules and regulations of the HK Stock Exchange or any stock exchange on

which the shares of the Company are listed and any other relevant regulatory authority,

the Board may by a resolution of the Directors at any time:

(a)cancel any one or more Treasury Shares; or

(b)transfer any one or more Treasury Shares to any person, whether or not for

valuable consideration (including at a discount to the nominal or par value of such

shares)�

16Except as otherwise expresly provided by these Articles or as required by law or as

ordered by a court of competent jurisdiction, no person shal be recognised by the

Company as holding any Share upon any trust and, except as aforesaid, the Company

shal not be bound by or be compeled in any way to recognise (even when having notice

thereof) any equitable, contingent, future or partial interest in any Share or any interest

in any fractional part of a Share or any other right or claim to or in respect of any Shares

except an absolute right to the entirety thereof of the registered holder�

Ap�3

Para 2017(a) The Board shal cause to be kept the Register and there shal be entered therein the

particulars required under the Companies Act�

Share Register

(b)Subject to the provisions of the Companies Act, if the Board considers it necesary

or apropriate, the Company may establish and maintain a principal or branch

Relevant Period, the Company shal kep its principal or a branch register of

Shareholders in Hong Kong�

Local or branch

Ap�3

Para 20(c)During the Relevant Period (except when the Register is closed in acordance with

the Companies Ordinance), any Shareholder may inspect during busines hours any

of copies or extracts thereof in al respects as if the Company were incorporated

under and were subject to the Companies Ordinance�

(d)The Register may be closed at such time or for such period not exceding in the

whole 30 days in each year as the Board may determine (or such longer period as

the Shareholders may by Ordinary Resolution determine, provided that such period

shal not be extended beyond 60 days in any year)�

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18(a) Every person whose name is entered as a Shareholder in the Register shal be

entitled to receive within the relevant time limit as prescribed in the Companies

Act or as the HK Stock Exchange may from time to time determine, whichever is

shorter, after alotment or lodgement of a transfer (or within such other period as

the conditions of isue shal provide or is required by the aplicable rules of the

stock exchange of the Relevant Teritory) one certificate for al his Shares, or, if he

shal so request, in a case where the alotment or transfer is of a number of Shares

in exces of the number for the time being forming a stock exchange board lot for

the purposes of the stock exchange of the Relevant Teritory on which the Shares

are listed upon payment of such sum (in the case of a transfer, not exceding in

the case of any share capital listed on a stock exchange in Hong Kong, HK$2�50

or such other sum as may from time to time be alowed or not prohibited under the

Listing Rules, and in the case of any other Shares, such sum in such curency as the

Board may from time to time determine to be reasonable in the teritory in which

the relevant Register is situated, or otherwise such other sum as the Company may

by Ordinary Resolution determine) for every certificate after the first as the Board

may from time to time determine, such number of certificates for Shares in stock

exchange board lots or whole multiples thereof as he shal request and one for the

balance (if any) of the Shares in question, provided that in respect of a Share or

Shares held jointly by several persons the Company shal not be bound to isue

a certificate or certificates to each such person, and the isue and delivery of a

certificate or certificates to one of the joint holders shal be suficient delivery to

al such holders�

Share certificates

(b) The Company may, in the event of a change in the form of definitive Share

certificate adopted by the Board, isue new definitive certificates to al holders of

Shares apearing on the Register in replacement of old definitive certificates isued

to such holders� The Board may resolve whether or not to require the return of the

old certificates as a condition precedent to the isue of replacement certificates

and, as regards any old certificates which have ben lost or defaced, to impose such

conditions (including as to indemnity) as the Board shal se fit� If the Board elects

not to require the return of the old certificates, the same shal be demed to have

ben canceled and of no further efect for al purposes�

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19Every certificate for Shares, warants or debentures or representing any other form of

securities of the Company shal be isued under the Seal of the Company, which for

this purpose may be a duplicate Seal� The seal of the Company may only be afixed or

imprinted to a certificate for Shares, warants or debentures or representing any other

form of securities of the Company with the authority of the Directors, or be executed

under the signature of apropriate oficials with statutory authority, unles otherwise

determined by the Directors�

Share certificates

to be sealed

20Every share certificate hereafter isued shal specify the number and clas of Shares in

respect of which it is isued and the amount paid thereon and may otherwise be in such

form as the Board may from time to time prescribe� A share certificate shal relate to

only one clas of Shares, and where the capital of the Company includes Shares with

diferent voting rights, the designation of each clas of Shares, other than those which

cary the general right to vote at general metings, must include the words “restricted

voting” or “limited voting” or “non-voting” or some other apropriate designation which

is comensurate with the rights ataching to the relevant clas of Shares�

Share certificate

to specify number

and clas of shares

21(a)The Company shal not be bound to register more than four persons as joint holders

of any Share�

Joint holders

(b)If any Shares shal stand in the names of two or more persons, the person first

named in the Register shal be demed to be sole holder thereof as regards service

of notice and, subject to the provisions of these Articles, al or any other mater

conected with the Company, except the transfer of the Share�

22If a share certificate is defaced, lost or destroyed, it may be replaced on payment of such

fe, if any, (not exceding, in the case of any share capital listed on a stock exchange

in Hong Kong, HK$2�50 or such other sum as may from time to time be alowed or not

prohibited under the Listing Rules, and, in the case of any other capital, such sum in

such curency as the Board may from time to time determine to be reasonable in the

teritory in which the relevant Register is situated, or such other sum as the Company

may by Ordinary Resolution determine) as the Board shal from time to time determine

and on such terms and conditions, if any, as to publication of notices, evidence and

indemnity as the Board thinks fit and in the case of wearing out or defacement, after

delivery up of the old certificate� In the case of destruction or los, the person to whom

such replacement certificate is given shal also bear and pay to the Company al costs

and out-of-pocket expenses incidental to the investigation by the Company of the

evidence of such destruction or los and of such indemnity�

Replacement of

share certificates

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LIEN

23The Company shal have a first and paramount lien on every Share (not being a fuly

paid Share) for al moneys, whether presently payable or not, caled or payable at a fixed

time in respect of that Share; and the Company shal also have a first and paramount

lien and charge on al Shares (other than fuly paid-up Shares) standing registered in

the name of a Shareholder, whether singly or jointly with any other person or persons,

for al the debts and liabilities of such Shareholder or his estate to the Company and

whether the same shal have ben incured before or after notice to the Company of any

equitable or other interest of any person other than such Shareholder, and whether the

period for the payment or discharge of the same shal have actualy arived or not, and

notwithstanding that the same are joint debts or liabilities of such Shareholder or his estate

and any other person, whether a Shareholder of the Company or not� The Company’s lien

(if any) on a Share shal extend to al Dividends and bonuses declared in respect thereof�

The Board may at any time either generaly or in any particular case waive any lien that

has arisen, or declare any Share to be exempt wholy or partialy from the provisions of

this Article�

Company’s lien

24The Company may sel, in such maner as the Board thinks fit, any Shares on which the

Company has a lien, but no sale shal be made unles some sum in respect of which the

lien exists is presently payable or the liability or engagement in respect of which such

lien exists is liable to be presently fulfiled or discharged, nor until the expiration of

14 days after a notice in writing, stating and demanding payment of the sum presently

payable or specifying the liability or engagement and demanding fulfilment or discharge

thereof and giving notice of intention to sel in default, shal have ben given, in the

maner in which notices may be sent to Shareholders of the Company as provided in

these Articles, to the registered holder for the time being of the Shares, or the person

entitled by reason of such holder’s death, bankruptcy or winding-up to the Shares�

Sale of shares

subject to lien

25The net proceds of such sale after the payment of the costs of such sale shal be aplied

in or towards payment or satisfaction of the debt or liability or engagement in respect

whereof the lien exists, so far as the same is presently payable, and any residue shal

(subject to a like lien for debts or liabilities not presently payable as existed upon the

Shares prior to the sale) be paid to the person entitled to the Shares at the time of the

sale� For the purpose of giving efect to any such sale, the Board may authorise some

person to transfer the Shares sold to the purchaser thereof and may enter the purchaser’s

name in the Register as holder of the Shares, and the purchaser shal not be bound to se

the aplication of the purchase money, nor shal his title to the Shares be afected by any

iregularity or invalidity in the procedings relating to the sale�

Aplication of

proceds of sale

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CALS ON SHARES

26The Board may from time to time make such cals as it thinks fit upon the Shareholders

in respect of any moneys unpaid on the Shares held by them respectively (whether

on acount of the nominal value of the Shares or by way of premiums) and not by

the conditions of alotment thereof made payable at a fixed time� A cal may be made

payable either in one sum or by instalments�

Cals/instalments

27At least 14 days’ notice of any cal shal be given to the relevant Shareholders specifying

the time and place of payment and to whom such cal shal be paid�

Notice of cal

28A copy of the notice refered to in Article 27 shal be sent to relevant Shareholders in

the maner in which notices may be sent to Shareholders by the Company as herein

provided�

Copy of notice to

be sent to

shareholders

29In adition to the giving of notice in acordance with Article 28, notice of the person

apointed to receive payment of every cal and of the times and places apointed for

payment may be given to the relevant Shareholders by notice to be inserted at least once

in the Newspapers�

Notice of cal may

be given

30Every Shareholder upon whom a cal is made shal pay the amount of every cal so made

on him to the person and at the time or times and place or places as the Board shal

apoint�

Time and place

for payment of

cal

31A cal shal be demed to have ben made at the time when the resolution of the Board

authorising such cal was pased�

When cal demed

to have ben made

32The joint holders of a Share shal be severaly as wel as jointly liable for the payment

of al cals and instalments due in respect of such Share or other moneys due in respect

thereof�

Liability of joint

holders

33The Board from time to time at its discretion may extend the time fixed for any cal, and

may extend such time as regards al or any of the Shareholders, whom due to residence

outside the Relevant Teritory or other cause the Board may dem entitled to any such

extension but no Shareholder shal be entitled to any such extension except as a mater

of grace and favour�

Board may extend

time fixed for cal

34If the sum payable in respect of any cal or instalment is not paid before or on the day

apointed for payment thereof, the person or persons from whom the sum is due shal

pay interest on the same at such rate not exceding 20% per anum as the Board shal fix

from the day apointed for the payment thereof to the time of the actual payment, but the

Board may waive payment of such interest wholy or in part�

Interest on

unpaid cals

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35No Shareholder shal be entitled to receive any Dividend or bonus or to be present or

vote (save as proxy or authorised representative for another Shareholder) at any general

meting, either personaly, or (save as proxy or authorised representative for another

Shareholder) by proxy, or be reckoned in a quorum, or to exercise any other privilege

as a Shareholder until al cals or instalments due from him to the Company, whether

alone or jointly or jointly and severaly with any other person, together with interest and

expenses (if any) shal have ben paid�

Suspension of

privileges while

cal unpaid

36On the trial or hearing of any action or other procedings for the recovery of any money

due for any cal, it shal be suficient to prove that the name of the Shareholder sued is

entered in the Register as the holder, or one of the holders, of the Shares in respect of

which such debt acrues; that the resolution of the Board making the cal has ben duly

recorded in the minute bok of the Board; and that notice of such cal was given to the

Shareholder sued, in pursuance of these Articles, and it shal not be necesary to prove

the apointment of the Directors who made such cal, nor any other maters whatsoever,

but the prof of the maters aforesaid shal be conclusive evidence of the debt�

Evidence in

action for cal

37(a) Any sum which by the terms of alotment of a Share is made payable upon

alotment or at any fixed date, whether on acount of the nominal value of the

Share and/or by way of premium, shal for al purposes of these Articles be demed

to be a cal duly made and notified and payable on the date fixed for payment, and

in case of non-payment al the relevant provisions of these Articles as to payment

of interest and expenses, forfeiture and the like, shal aply as if such sums had

become payable by virtue of a cal duly made and notified�

Sums payable on

alotment demed

a cal

(b)The Board may on the isue of Shares diferentiate betwen the alotes or holders

as to the amount of cals to be paid and the time of payment�

Shares may be

isued subject

to diferent

conditions as to

cals, etc�

38The Board may, if it thinks fit, receive from any Shareholder wiling to advance the

same, and either in money or money’s worth, al or any part of the money uncaled

and unpaid or instalments payable upon any Shares held by him, and in respect of al

or any of the moneys so advanced may pay interest at such rate (if any) not exceding

20% per anum, as the Board may decide but a payment in advance of a cal shal not

entitle the Shareholder to receive any Dividend subsequently declared or to exercise

any other rights or privileges as a Shareholder in respect of the Share or the due portion

of the Shares upon which payment has ben advanced by such Shareholder before it is

caled up� The Board may at any time repay the amount so advanced upon giving to such

Shareholder not les than one Month’s notice in writing of its intention on that behalf,

unles before the expiration of such notice the amount so advanced shal have ben

caled up on the Shares in respect of which it was advanced�

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TRANSFER OF SHARES

39(1) Subject to the Companies Act and these Articles, al transfers of Shares shal be

efected by transfer in writing in the usual or comon form or in such other form

as the Board may acept provided always that it shal be in such a form prescribed

by the HK Stock Exchange and may be under hand only or, if the transferor or

transfere is a Clearing House (or its nomine(s), under hand or by machine

imprinted signature or by such other means of execution as the Board may aprove

from time to time�

Form of transfer

, for so long as any Shares

are listed on the HK Stock Exchange, titles to such listed Shares may be evidenced

and transfered in acordance with the laws aplicable to and the Listing Rules

aplicable to such listed Shares� The register of members of the Company in

respect of its listed Shares (whether the Register or a branch register) may be

kept by recording the particulars required by Section 40 of the Companies Act in

a form otherwise than legible if such recording otherwise complies with the laws

aplicable to and the Listing Rules aplicable to such listed Shares�

40The instrument of transfer of any Share shal be executed by or on behalf of the

transferor and by or on behalf of the transfere provided that the Board may dispense

with the execution of the instrument of transfer by the transferor or the transfere or

acept mechanicaly executed transfers in any case in which it in its absolute discretion

thinks fit to do so� The transferor shal be demed to remain the holder of the Share until

the name of the transfere is entered in the Register in respect thereof� Nothing in these

Articles shal preclude the Board from recognising a renunciation of the alotment or

provisional alotment of any Share by the alote in favour of some other person�

Execution of

transfer

41(a) The Board may, in its absolute discretion at any time and from time to time,

remove any Share on the principal Register to any branch Register or any Share on

any branch Register to the principal Register or any other branch Register�

Shares registered

on principal

(b)Unles the Board otherwise agres (which agrement may be on such terms and

subject to such conditions as the Board in its absolute discretion may from time to

time stipulate, and which agrement it shal, without giving any reason therefore,

be entitled in its absolute discretion to give or withold) no Shares on the principal

al removals and other documents of title relating to or afecting the title to any

share or other securities of the Company shal be lodged for registration, and

be registered, in the case of any Shares on a branch Register, at the relevant

Registration Ofice, and, in the case of any Shares on the principal Register, at the

Transfer Ofice�

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(c)Notwithstanding anything contained in these Articles, the Company shal as son as

practicable and on a regular basis record in the principal Register al removals of

Shares efected on any branch Register and shal at al times maintain the principal

Act�

42Fuly paid Shares shal be fre from any restriction with respect to the right of the holder

thereof to transfer such Shares (except when permited by the HK Stock Exchange) and

shal also be fre from al liens� The Board however, may, in its absolute discretion,

refuse to register a transfer of any Share which is not fuly paid to a person of whom

it does not aprove or any Share isued under any share option scheme upon which a

restriction on transfer imposed thereby stil subsists, and it may also refuse to register

a transfer of any Share (whether fuly paid up or not) to more than four joint holders or

a transfer of any Shares (not being a fuly paid up Share) on which the Company has a

lien�

Directors may

refuse to register

a transfer

43The Board may also decline to recognise any instrument of transfer unles:

(a)a fe of such maximum as the HK Stock Exchange may from time to time

determine to be payable (or such leser sum as the Board may from time to time

require) has ben paid to the Company;

(b)the instrument of transfer is lodged at the relevant Registration Ofice or, as the

case may be, the Transfer Ofice acompanied by the certificate of the Shares to

which it relates, and such other evidence as the Board may reasonably require

to show the right of the transferor to make the transfer (and, if the instrument of

transfer is executed by some other person on his behalf, the authority of that person

so to do);

Requirement as to

transfer

(c)the instrument of transfer is in respect of only one clas of Share;

(d)the Shares concerned are fre of any lien in favour of the Company; and

(e)if aplicable, the instrument of transfer is properly stamped�

44The Board may refuse to register a transfer of any Share to an infant or to a person of

unsound mind or under other legal disability�

No transfer to an

infant

45If the Board shal refuse to register a transfer of any Share, it shal, within two months

after the date on which the transfer was lodged with the Company, send to each of the

transferor and the transfere notice of such refusal and, except where the subject Share is

not a fuly paid Share, the reason(s) for such refusal�

Notice of refusal

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46Upon every transfer of Shares, the certificate in respect thereof held by the transferor

shal be given up to be canceled, and shal forthwith be canceled acordingly, and a

new certificate shal be isued to the transfere in respect of the Shares transfered to

him as provided in Article 18, and if any of the Shares included in the certificate so

given up shal be retained by the transferor a new certificate in respect thereof shal be

isued to him as provided in Article 18� The Company shal retain the instrument of

transfer�

Certificate to

be given up on

transfer

47The registration of transfers may be suspended when the Register is closed in acordance

with Article 17(d)�

When transfer

boks or register

is closed

TRANSMISION OF SHARES

48In the case of the death of a Shareholder, the survivor or survivors where the deceased

was a joint holder, and the legal personal representatives of the deceased where he was

a sole or only surviving holder, shal be the only persons recognised by the Company as

having any title to his interest in the Shares; but nothing herein contained shal release

the estate of a deceased holder (whether sole or joint) from any liability in respect of any

Share solely or jointly held by him�

Deaths of

registered holder

or of joint holder

of shares

49Any person becoming entitled to a Share in consequence of the death or bankruptcy or

winding-up of a Shareholder may, upon such evidence as to his title being produced as

may from time to time be required by the Board, and subject as hereinafter provided,

elect either to be registered himself as holder of the Share or to have some person

nominated by him registered as the transfere thereof�

Registration of

personal

representatives

and trustes

in bankruptcy

50If the person becoming entitled to a Share pursuant to Article 49 shal elect to be

registered himself as the holder of such Share, he shal deliver or send to the Company a

notice in writing signed by him, at (unles the Board otherwise agres) the Registration

Ofice, stating that he so elects� If he shal elect to have his nomine registered, he

shal testify his election by executing a transfer of such Share to his nomine� Al the

limitations, restrictions and provisions of these Articles relating to the right to transfer

and the registration of transfers of Shares shal be aplicable to any such notice or

transfer as aforesaid as if the death, bankruptcy or winding-up of the Shareholder had

not ocured and the notice or transfer were a transfer executed by such Shareholder�

Notice of election

to be registered of

nomine

51A person becoming entitled to a Share by reason of the death, bankruptcy or winding-

up of the holder shal be entitled to the same Dividends and other advantages to which

he would be entitled if he were the registered holder of the Share� However, the Board

may, if it thinks fit, withold the payment of any Dividend payable or other advantages

in respect of such Share until such person shal become the registered holder of the

Share or shal have efectualy transfered such Share, but, subject to the requirements of

Article 80 being met, such a person may vote at general metings of the Company�

Retention of

dividends, etc�

until transmision

of shares of

a deceased

or bankrupt

shareholder

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FORFEITURE OF SHARES

52If a Shareholder fails to pay any cal or instalment of a cal on the day apointed for

payment thereof, the Board may, at any time thereafter during such time as any part of

the cal or instalment remains unpaid, without prejudice to the provisions of Article 34,

serve notice on him requiring payment of so much of the cal or instalment as is unpaid,

together with any interest which may have acrued and which may stil acrue up to the

date of actual payment�

If cal or

instalment not

paid notice may

be given

53The notice shal name a further day (not earlier than the expiration of 14 days from

the date of the notice) on or before which the payment required by the notice is to be

made, and it shal also name the place where payment is to be made such place being

the Registered Ofice or a Registration Ofice or another place within the Relevant

Teritory� The notice shal also state that, in the event of non-payment at or before the

time apointed, the Shares in respect of which the cal was made wil be liable to be

forfeited�

Content of notice

of cal

54If the requirements of any such notice as aforesaid are not complied with, any Share

in respect of which the notice has ben given may at any time thereafter, before the

payment required by the notice has ben made, be forfeited by a resolution of the Board

to that efect� Such forfeiture shal include al Dividends and bonuses declared in respect

of the forfeited Share and not actualy paid before the forfeiture� The Board may acept

the surender of any Share liable to be forfeited hereunder and in such cases references

in these Articles to forfeiture shal include surender�

If notice not

complied with

shares may be

forfeited

55Any Share so forfeited shal be demed to be the property of the Company, and may be

re-aloted, sold or otherwise disposed of on such terms and in such maner as the Board

thinks fit and at any time before a sale or disposition, the forfeiture may be canceled on

such terms as the Board thinks fit�

Forfeited shares to

become property

of Company

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56A person whose Shares have ben forfeited shal cease to be a Shareholder in respect

of the forfeited Shares, but shal, nevertheles, remain liable to pay to the Company al

moneys which, at the date of forfeiture, were payable by him to the Company in respect

of the forfeited Shares, together with (if the Board shal in its discretion so require)

interest thereon from the date of forfeiture until the date of actual payment (including the

payment of such interest) at such rate not exceding 20% per anum as the Board may

prescribe, and the Board may enforce the payment thereof if it thinks fit, and without

any deduction or alowance for the value of the Shares at the date of forfeiture, but his

liability shal cease if and when the Company shal have received payment in ful of al

such moneys in respect of the Shares� For the purposes of this Article any sum which

by the terms of isue of a Share, is payable thereon at a fixed time which is subsequent

to the date of forfeiture, whether on acount of the nominal value of the Share or by

way of premium, shal notwithstanding that such time has not yet arived be demed

to be payable on the date of forfeiture, and the same shal become due and payable

imediately upon the forfeiture, but interest thereon shal only be payable in respect of

any period betwen the said fixed time and the date of actual payment�

Arears to be paid

not withstanding

forfeiture

57A certificate in writing that the declarant is a Director or the Secretary, and that a

Share has ben duly forfeited or surendered on a date stated in the certificate, shal

be conclusive evidence of the facts therein stated as against al persons claiming to be

entitled to the Share� The Company may receive the consideration, if any, given for the

Share on any re-alotment, sale or disposition thereof and may execute a transfer of the

Share in favour of the person to whom the Share is re-aloted, sold or disposed of and

such person shal thereupon be registered as the holder of the Share, and shal not be

bound to se to the aplication of the subscription or purchase money, (if any), nor shal

his title to the Share be afected by any iregularity or invalidity in the procedings in

reference to the forfeiture, re-alotment, sale or disposal of such Share�

Evidence of

forfeiture and

transfer of

forfeited share

58When any Share shal have ben forfeited, notice of the forfeiture shal be given to the

Shareholder in whose name it stod imediately prior to the forfeiture, and an entry

of the forfeiture, with the date thereof, shal forthwith be made in the Register, but no

forfeiture shal be in any maner invalidated by any omision or neglect to give such

notice or make any such entry�

Notice after

forfeiture

59Notwithstanding any such forfeiture as aforesaid the Board may at any time, before any

Shares so forfeited shal have ben re-aloted, sold or otherwise disposed of, cancel the

forfeiture on such terms as it thinks fit or permit the Shares so forfeited to be bought

back or redemed upon the terms of payment of al cals and interest due upon and

expenses incured in respect of the Shares, and upon such further terms (if any) as it

thinks fit�

Power to redem

forfeited shares

60The forfeiture of a Share shal not prejudice the right of the Company to any cal already

made or any instalment payment thereon�

Forfeiture not

to prejudice

Company’s

right to cal or

instalment

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61(a) The provisions of these Articles as to forfeiture shal aply in the case of non-

payment of any sum which, by terms of isue of a Share, becomes payable at

a fixed time, whether on acount of the nominal value of the Share or by way

of premium, as if the same had ben payable by virtue of a cal duly made and

notified�

Forfeiture for

non-payment of

any sum due on

(b)In the event of a forfeiture of Shares the Shareholder shal be bound to deliver and

shal forthwith deliver to the Company the certificate or certificates held by him

for the Shares so forfeited and in any event the certificates representing Shares so

forfeited shal be void and of no further efect�

GENERAL METINGS

Ap�3

Para 14(1)62At al times during the Relevant Period, the Company shal in each financial year hold

a general meting as its anual general meting in adition to any other meting in that

year and shal specify the meting as such in the notice caling it� The anual general

meting shal be held within six Months after the end of the Company’s financial year

and in the Relevant Teritory or elsewhere as may be determined by the Board and at

such time and place as the Board shal apoint� A meting of the Shareholders or any

clas thereof may be held by means of such telephone, electronic or other comunication

facilities as permit al persons participating in the meting to comunicate with each

other simultaneously and instantaneously, and participation in such a meting shal

constitute presence at such metings�

When anual

general meting

to be held

Ap� 3

Para 14(5)63Al general metings other than anual general metings shal be caled extraordinary

general metings� A general meting may be held by means of such telephone, electronic

facilities or other comunication facilities (including, without limiting the generality

of the foregoing, by telephone, or by video conferencing) as to permit al persons

participating in the meting to comunicate with each other simultaneously and

instantaneously, and participation in such a meting shal constitute presence in person

at such meting�

Extraordinary

general meting

63Al general metings (including an anual general meting, any extraordinary general

meting, any adjourned meting or any postponed meting) may be held as a physical

meting in any part of the world and at one or more locations as provided in Article 71A,

as a hybrid meting or as an electronic meting, as may be determined by the Board in

its absolute discretion�

Form and maner

of a meting

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64The Board may, whenever it thinks fit, convene an extraordinary general meting�

Extraordinary general metings shal also be convened on the requisition of one or

more Shareholders holding, at the date of deposit of the requisition, not les than one

tenth of the voting rights (on a one vote per share basis) in the capital of the Company�

Such requisition shal be made in writing to the Board or the Secretary for the purpose

of requiring an extraordinary general meting to be caled by the Board and ading

resolutions to the agenda of the meting for the transaction of any busines specified in

such requisition� Such meting shal be held within two Months after the deposit of such

requisition� If within 21 days of such deposit, the Board fails to proced to convene such

meting, the requisitionist(s) himself (themselves) may convene a physical meting at

only one location which wil be the Principal Meting Place, and al reasonable expenses

incured by the requisitionist(s) as a result of the failure of the Board shal be reimbursed

to the requisitionist(s) by the Company�

Convening of

extraordinary

general meting

Ap�3

Para 3(1)65An anual general meting of the Company shal be caled by at least 21 days’ notice in

writing, and a general meting of the Company, other than an anual general meting,

shal be caled by at least 14 days’ notice in writing� The notice for any general meting

shal specify: (a) the time and date of the meting; (b) save for an electronic meting,

the place of the meting and if there is more than one meting location as determined

by the Board pursuant to Article 71A, the principal place of the meting (the “Principal

Meting Place”) and the other place(s) of the meting; (c) if the general meting is to

be a hybrid meting or an electronic meting, a statement to that efect and with details

of the electronic facilities for atendance and participation by electronic means at the

meting or when and how such details wil be made available by the Company prior to

the meting; (d) the agenda of the meting and particulars of resolutions to be considered

at the meting; and (e) in case of special busines (as defined in Article 67), the general

nature of that busines� The Notice for every general meting shal be exclusive of the

day on which it is served or demed to be served and of the day for which it is given, and

shal be given, in maner hereinafter mentioned or in such other maner, if any, as may

be prescribed by the Company in general meting, to such persons as are, under these

Articles, entitled to receive such notices from the Company, provided that a meting of

the Company shal notwithstanding that it is caled by shorter notice than that specified

in this Article be demed to have ben duly caled if it is so agred:

Notice of

metings

(a)in the case of a meting caled as the anual general meting, by al the

Shareholders entitled to atend and vote thereat; and

(b)in the case of any other meting, by a majority in number of the Shareholders

having a right to atend and vote at the meting, being a majority together holding

not les than 95% of the total voting rights at the meting of al Shareholders of the

Company�

66(a) The acidental omision to give any notice to, or the non-receipt of any notice by,

any person entitled to receive notice shal not invalidate any resolution pased or

any procedings at any such meting�

Omision to give

notice

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(b)In the case where forms of proxy or notice of apointment of corporate

representative are to be sent out with any notice, the acidental omision to send

such forms of proxy or notice of apointment of corporate representative to, or the

non-receipt of such forms by, any person entitled to receive notice of the relevant

meting shal not invalidate any resolution pased or any proceding at any such

meting�

PROCEDINGS AT GENERAL METINGS

67Al busines shal be demed special that is transacted at an extraordinary general

meting and also al busines shal be demed special that is transacted at an anual

general meting with the exception of the folowing, which shal be demed ordinary

busines:

Special busines,

busines of

anual general

meting

(i)the declaration and sanctioning of Dividends;

(i)the consideration and adoption of the acounts and balance shets and the reports

of the Directors and Auditors and other documents required to be anexed to the

balance shets;

(i)the election of Directors in place of those retiring;

(iv)the apointment of Auditors;

(v)the fixing of, or the determining of the method of fixing of the remuneration of the

Directors and of the Auditors;

(vi)the granting of any mandate or authority to the Board to ofer, alot, grant options

over, or otherwise dispose of the unisued Shares representing not more than 20%

(or such other percentage as may from time to time be specified in the Listing

Rules) in nominal value of its then existing isued share capital and the number of

any securities repurchased pursuant to paragraph (vi) of this Article; and

(vi)the granting of any mandate or authority to the Board to repurchase securities of

the Company representing not more than 10 per cent (or such other percentage as

may from time to time be specified in the Listing Rules) of the total number of

isued shares of the Company�

Ap� 3

Para 14(3)67A Al Shareholders have the right to (a) speak at a general meting; and (b) vote at a

general meting except where a Shareholder is required, by the Listing Rules, to abstain

from voting to aprove the mater under consideration�

Right to vote

and to speak

at general

meting

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68For al purposes the quorum for a general meting shal be two Shareholders present

in person (or, in the case of a Shareholder being a corporation, by its duly authorised

representative) or by proxy and entitled to vote� No busines shal be transacted at

any general meting unles the requisite quorum shal be present at the time when the

meting proceds to busines and continues to be present until the conclusion of the

meting�

Quorum

69If within 15 minutes (or such longer time not exceding one hour as the chairman of

the meting may determine to wait) from the time apointed for the meting a quorum

is not present, the meting, if convened upon the requisition of Shareholders, shal be

disolved, but in any other case it shal stand adjourned to the same day in the next

wek and at such time and where aplicable, such place(s) and in such form and maner

refered to in Article 63A as the chairman of the meting (or in default, the Board) may

absolutely determine� If at such adjourned meting a quorum is not present within 15

minutes (or such longer time not exceding one hour as the chairman of the meting may

determine to wait) from the time apointed for holding the meting, the Shareholder or

the Shareholders present in person (or, in the case of a Shareholder being a corporation

by its duly authorised representative) or by proxy and entitled to vote shal be a quorum

and may transact the busines for which the meting was caled�

When quorum

is not present

meting to be

disolved and

when to be

adjourned

70(1) Subject to Article 70(2), the chairman (if any) of the Company or if he is absent

or declines to take the chair at such meting, the Vice chairman (if any) of the

Company shal take the chair at every general meting, or, if there be no such

chairman or Vice chairman, or, if at any general meting neither of such chairman

or Vice chairman is present within 15 minutes after the time apointed for holding

such meting, or both such persons decline to take the chair at such meting, the

Directors present shal chose one of their number as chairman of the meting, and

if no Director be present or if al the Directors present decline to take the chair or if

the chairman chosen shal retire from the chair, then the Shareholders present shal

chose one of their number to be chairman of the meting�

chairman of

general

meting

(2)If the chairman of a general meting held in any form is participating in the general

meting using an electronic facility or facilities which is/are hereby permited and

becomes unable to participate in the general meting using such electronic facility

or facilities, another person (determined in acordance with Article 70(1) above)

shal preside as chairman of the meting unles and until the original chairman of

the meting is able to participate in the general meting using the electronic facility

or facilities�

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71Subject to Article 71A, the chairman of the meting may, with the consent of any

general meting at which a quorum is present, and shal, if so directed by the meting,

adjourn any meting from time to time and from place(s) to place(s) and/or from one

form to another (as a physical meting, a hybrid meting or an electronic meting) as

the meting shal determine� Whenever a meting is adjourned for 14 days or more, at

least seven clear days’ Notice, specifying details set out in Article 65 but it shal not

be necesary to specify in such Notice the nature of the busines to be transacted at the

adjourned meting� Save as aforesaid, no Notice of an adjournment or of the busines

to be transacted at any adjourned meting neds to be given nor shal any Shareholder

be entitled to any such Notice� No busines shal be transacted at an adjourned meting

other than the busines which might have ben transacted at the meting from which the

adjournment tok place�

Power to adjourn

general meting,

busines of

adjourned

meting

71A(1) The Board may, at its absolute discretion, arange for persons entitled to atend a

general meting to do so by simultaneous atendance and participation by means

of electronic facilities at such location or locations (“Meting Location(s)”)

determined by the Board at its absolute discretion� Any Member or any proxy

atending and participating in such way or any Member or any proxy atending and

participating in an electronic meting or a hybrid meting by means of electronic

facilities is demed to be present at and shal be counted in the quorum of the

meting�

Electronic and

hybrid metings

(2)Al general metings are subject to the folowing:

(a)where a Member or proxy is atending by being present or by proxy at a

Meting Location and/or in the case of a hybrid meting, the meting shal be

treated as having comenced as if it has comenced at the Principal Meting

Place;

(b)Members present in person or by proxy at a Meting Location and/or

Members participating in an electronic meting or a hybrid meting in person

or by proxy by means of electronic facilities shal be counted in the quorum

for and entitled to vote at the meting in question, and that meting shal

be duly constituted and its procedings valid provided that the chairman

of the meting is satisfied that adequate electronic facilities are available

throughout the meting to ensure that Members at al Meting Locations and/

or Members participating in an electronic meting or a hybrid meting by

means of electronic facilities are able to participate in the busines for which

the meting has ben convened;

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(c)where Members and/or their proxies atend a meting by being present at

one of the Meting Locations and/or where Members and/or their proxies

participate in an electronic meting or a hybrid meting by means of

electronic facilities, a failure (for any reason) of the electronic facilities

or comunication equipment, or any other failure in the arangements for

enabling those in a Meting Location other than the Principal Meting Place

to participate in the busines for which the meting has ben convened or in

the case of an electronic meting or a hybrid meting, the inability of one

or more Members and/or their proxies to aces, or continue to aces, the

electronic facilities despite adequate electronic facilities having ben made

available by the Company, shal not afect the validity of the meting or

the resolutions pased, or any busines conducted there or any action taken

pursuant to such busines provided that there is a quorum present throughout

the meting; and

(d)if any of the Meting Locations is outside the jurisdiction of the Principal

Meting Place and/or in the case of a hybrid meting, unles otherwise stated

in the Notice, the provisions of these Articles concerning the service and

giving of Notice for the meting, and the time for lodging proxies, shal aply

by reference to the Principal Meting Place; and in the case of an electronic

meting, the time for lodging proxies shal be as stated in the Notice for the

meting�

(3)The Board and, at any general meting, the chairman of the meting may from

time to time make arangements for managing atendance and/or participation and/

or voting at the Principal Meting Place and/or any Meting Location(s) and/or

atendance and/or participation and/or voting at an electronic meting or a hybrid

meting by means of electronic facilities (whether involving the isue of tickets or

some other means of identification, pascode, seat reservation, electronic voting or

otherwise) as it shal in its absolute discretion consider apropriate, and may from

time to time change any such arangements, provided that a Member who, pursuant

to such arangements, is unable to atend, in person or by proxy, at any Meting

Location shal be entitled so to atend at one of the other Meting Locations;

and the entitlement of such Member to atend the meting or adjourned meting

or postponed meting at such Meting Location(s) shal be subject to any such

arangement as may be for the time being in force and by the Notice of meting or

adjourned meting or postponed meting stated to aply to the meting�

(4)If it apears to the chairman of the general meting that:

(a)the electronic facilities at the Principal Meting Place and/or at such other

Meting Location(s) at which the meting may be atended have become

inadequate to give al persons entitled to do so a reasonable oportunity

to participate at the meting or are insuficient to alow the meting to be

conducted substantialy in acordance with the provisions set out in the

Notice of the meting; or

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(b)in the case of an electronic meting or a hybrid meting, electronic facilities

being made available by the Company have become inadequate to give

al persons entitled to do so a reasonable oportunity to participate at the

meting; or

(c)it is not posible to ascertain the view of those present or to give al persons

entitled to do so a reasonable oportunity to comunicate and/or vote at the

meting; or

(d)there is violence or the threat of violence, unruly behaviour or other

disruption ocuring at the meting or it is not posible to secure the proper

and orderly conduct of the meting, then, without prejudice to any other

power which the chairman of the meting may have under these Articles or

at comon law, the chairman may, at his/her absolute discretion, without

the consent of the meting, and before or after the meting has started and

irespective of whether a quorum is present, interupt or adjourn the meting

(including an adjournment for an indefinite period), or in the case of an

electronic meting or a hybrid meting, change the electronic facilities� Al

busines conducted at the meting up to the time of any such adjournment or

change of electronic facilities shal be valid�

(5)The Board and, at any general meting, the chairman of the meting may make

any arangement and impose any requirement or restriction which the Board or

the chairman of the meting, as the case may be, considers apropriate to ensure

the security and orderly conduct of a meting, (including, without limitation,

requirements for evidence of identity to be produced by those atending the

meting, the inspection of their personal property and the restriction of items

that may be taken into the meting place, obeying any precautionary measures

and regulations in relation to prevention and control of spread of disease, and

determining the number and frequency of and the time alowed for questions that

may be raised at a meting)� Members and their proxies shal also comply with al

requirements or restrictions imposed by the owner of the premises at which the

meting is held� Any decision made by the Board and, at any general meting, by

the chairman of the meting pursuant to this Article shal be final and conclusive

and a person who refuses to comply with any such arangements, requirements

or restrictions may be refused entry to the meting or ejected (physicaly or

electronicaly) from the meting�

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(6)If, after the sending of Notice of a general meting but before the meting is held,

or after the adjournment of a meting but before the adjourned meting is held

(whether or not Notice of the adjourned meting is required), the Board, in its

absolute discretion, considers that it is inapropriate, undesirable, unreasonable or

impractical for any reason to hold the general meting on the date and/or at the time

and/or at the place(s) and/or using the electronic facilities and/or in the form of the

meting (a physical meting, an electronic meting or a hybrid meting) specified

in the Notice caling the meting, it may (a) postpone the meting to another date

and/or time, and/or (b) change the place(s) and/or the electronic facilities and/or

the form of the meting (as a physical meting, an electronic meting or a hybrid

meting), without aproval from the Members� Without prejudice to the generality

of the foregoing, the Board shal have the power to provide in every Notice caling

a general meting the circumstances in which a postponement and/or change of the

relevant general meting may ocur automaticaly without further notice, including,

without limitation, where a number 8 or higher typhon signal, extreme conditions,

black rainstorm warning or other similar event is in force at any time on the day of

the meting� This Article shal be subject to the folowing:

(a)when (i) a meting is postponed and/or (i) there is a change in the place

and/or the electronic facilities and/or form of the meting, the Company

shal: endeavour to post a Notice of such postponement and/or change on

the Company’s website as son as reasonably practicable (provided that

failure to post such a Notice shal not afect the automatic postponement and/

or automatic change of such meting); and subject to and without prejudice

to Article 71, unles already specified in the original Notice of the meting

or included in the Notice posted on the Company’s website above, the

Board shal fix the date, time, place (if aplicable), electronic facilities (if

aplicable) and form of the meting (if aplicable) for the postponed and/or

changed meting and shal notify the Members of such details in such maner

as the Board may determine; further al proxy forms shal be valid (unles

revoked or replaced by a new proxy form) if they are received as required by

these Articles not les than forty-eight hours before the time of the postponed

and/or changed meting; and

(b)Notice of the busines to be transacted at the postponed and/or changed

meting shal not be required, nor shal any acompanying documents be

required to be recirculated, provided that the busines to be transacted at the

postponed and/or changed meting is the same as that set out in the original

Notice of general meting circulated to the Members�

(7)Al persons seking to atend and participate in an electronic meting or a hybrid

meting shal be responsible for maintaining adequate facilities to enable them to

do so� Subject to Article 71A(4), any inability of a person or persons to atend or

participate in a general meting by way of electronic facilities shal not invalidate

the procedings of and/or resolutions pased at that meting�

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(8)Without prejudice to the other provisions in this Article, a physical meting may

also be held by means of such telephone, electronic or other comunication

facilities as shal permit al persons participating in the meting to comunicate

with each other simultaneously and instantaneously, and participation in such a

meting shal constitute presence in person at such meting and shal be counted in

the quorum of the meting�

72At any general meting a resolution put to the vote of the meting shal be decided

by pol save that in the case of a physical meting the chairman of the meting may,

pursuant to the Listing Rules, alow a resolution to be voted on by a show of hands�

Votes (whether on a show of hands or by way of pol) may be cast by such means,

electronic or otherwise, as the Directors or the chairman of the meting may determine�

Where a show of hands is alowed, before or on the declaration of the result of the show

of hands, a pol may be demanded by:

Pol, show of

hands and

demand

for pol

(a)at least two Shareholders present in person (or, in the case of a Shareholder being

a corporation, by its duly authorised representative) or by proxy for the time being

entitled to vote at the meting; or

(b)any Shareholder or Shareholders present in person (or, in the case of a Shareholder

being a corporation, by its duly authorised representative) or by proxy and

representing not les than one-tenth of the total voting rights of al the Shareholders

having the right to vote at the meting; or

(c)any Shareholder or Shareholders present in person (or, in the case of a Shareholder

being a corporation, by its duly authorised representative) or by proxy and holding

Shares confering a right to vote at the meting being Shares on which an agregate

sum has ben paid up equal to not les than one-tenth of the total sum paid up on

al the Shares confering that right�

A demand by a person as proxy for a Shareholder or in the case of a Shareholder being

a corporation by its duly authorised representative shal be demed to be the same as a

demand by the Shareholder�

73Where a resolution is voted on by a show of hands, a declaration by the chairman of the

meting that a resolution has on a show of hands ben caried or caried unanimously,

or by a particular majority, or not caried by a particular majority, or lost, and an entry

to that efect made in the minute bok of the Company shal be conclusive evidence of

the facts without prof of the number or proportion of the votes recorded in favour of or

against such resolution�

What is to

be evidence of

the pasing of

a resolution

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74A pol shal be taken in such maner (including the use of balot or voting papers or

tickets) and at such time and place as the chairman of the meting directs� No notice

ned be given of a pol not taken imediately� The result of the pol shal be demed

to be the resolution of the meting at which the pol was required or demanded� In the

event that a pol is demanded after the chairman of the meting alows a show of hands

pursuant to Article 72, the demand for a pol may be withdrawn, with the consent of the

chairman of the meting, at any time before the close of the meting at which the pol

was demanded or the taking of the pol, whichever is the earlier�

Pol

75Any pol on the election of a chairman of a meting or on any question of adjournment

shal be taken at the meting and without adjournment�

76In the case of an equality of votes, whether on a show of hands or on a pol, the chairman

of the meting shal be entitled to a second or casting vote� In case of any dispute as to

the admision or rejection of any vote, the chairman of the meting shal determine the

same, and such determination shal be final and conclusive�

chairman to have

casting vote

77The demand for a pol shal not prevent the continuance of a meting for the transaction

of any busines other than the question on which a pol has ben demanded�

Busines may

proced

notwithstanding

demand for

pol

78If an amendment shal be proposed to any resolution under consideration but shal in

god faith be ruled out of order by the chairman of the meting, the procedings shal

not be invalidated by any eror in such ruling� In the case of a resolution duly proposed

as a Special Resolution no amendment thereto (other than a mere clerical amendment to

corect a patent eror) may in any event be considered or voted upon�

Amendment of

resolutions

VOTES OF SHAREHOLDERS

Ap�3

Para 14(3)79Subject to any special rights, privileges or restrictions as to voting for the time being

atached to any clas or clases of Shares, at any general meting on a pol every

Shareholder present in person (or, in the case of a Shareholder being a corporation, by its

duly authorised representative) or by proxy, shal have one vote for every Share of which

he is the holder which is fuly paid or credited as fuly paid (but so that no amount paid

or credited as paid on a Share in advance of cals or instalments shal be treated for the

purposes of this Article as paid on the Share), and on a show of hands every Shareholder

who is present in person (or, in the case of a Shareholder being a corporation, by its duly

authorised representative) or by proxy shal (save as provided otherwise in this Article)

have one (1) vote� On a pol a Shareholder entitled to more than one vote ned not use

al his votes or cast al his votes in the same way� Notwithstanding anything contained

in these Articles, where more than one proxy is apointed by a Shareholder which is a

Clearing House (or its nomine(s), each such proxy shal have one vote on a show of

hands and on a pol, each such proxy is under no obligation to cast al his votes in the

same way�

Votes of

shareholders

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Ap�3

Para 14 (3)(4)79A Where the Company has knowledge that any Shareholder is, under the Listing Rules,

required to abstain from voting on any particular resolution or restricted to voting only

for or only against any particular resolution, any votes cast by or on behalf of such

Shareholder in contravention of such requirement or restriction shal not be counted�

79B Al Members (including a Member which is a Clearing House (or its nomine(s) have

the right to (a) speak at a general meting; and (b) vote at a general meting except

where a Member is required, by the Listing Rules, to abstain from voting to aprove the

mater under consideration�

80Any person entitled under Article 51 to be registered as the holder of any Shares may

vote at any general meting in respect thereof in the same maner as if he were the

registered holder of such Shares, provided that at least 48 hours before the time of the

holding of the meting or adjourned meting (as the case may be) at which he proposes

to vote, he shal satisfy the Board of his right to be registered as the holder of such

Shares or the Board shal have previously admited his right to vote at such meting in

respect thereof�

Votes in respect

of deceased

and bankrupt

shareholders

81Where there are joint registered holders of any Share, any one of such persons may

vote at any meting, either personaly or by proxy, in respect of such Share as if he

were solely entitled thereto; but if more than one of such joint holders be present at any

meting personaly or by proxy, that one of the said persons so present whose name

stands first on the Register in respect of such Share shal alone be entitled to vote in

respect thereof� Several executors or administrators of a deceased Shareholder, and

several trustes in bankruptcy or liquidators of a Shareholder in whose name any Share

stands shal for the purposes of this Article be demed joint holders thereof�

Joint holders

82A Shareholder of unsound mind or in respect of whom an order has ben made by any

court having jurisdiction in lunacy may vote, whether on a pol or on a show of hands,

by his comite or receiver, or other person in the nature of a comite or receiver

apointed by that court, and any such comite, receiver or other person may vote

on a pol by proxy� Evidence to the satisfaction of the Board of the authority of the

person claiming to exercise the right to vote shal be delivered to such place or one of

such places (if any) as is specified in acordance with these Articles for the deposit of

instruments of proxy or, if no place is specified, at the Registration Ofice, not later than

the latest time at which an instrument of proxy must, if it is to be valid for the meting,

or adjourned meting or postponed meting (as the case may be) be delivered�

Votes of

shareholders of

unsound mind

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83Save as expresly provided in these Articles or otherwise determined by the Board, no

person other than a Shareholder duly registered and who shal have paid everything for

the time being due from him payable to the Company in respect of his Shares shal be

entitled to be present or to vote (save as proxy or authorised representative for another

Shareholder) whether personaly, by proxy or by atorney or to be reckoned in the

quorum, at any general meting�

Qualification for

voting

84No objection shal be raised to the qualification of any person exercising or purporting

to exercise a vote or the admisibility of any vote except at the meting or adjourned

meting or postponed meting at which the vote objected to is given or tendered, and

every vote not disalowed at such meting shal be valid for al purposes� Any such

objection made in due time shal be refered to the chairman of the meting, whose

decision shal be final and conclusive�

Objections to

votes

APOINTMENT OF PROXY AND CORPORATE REPRESENTATIVE

Ap�3

Para 1885Any Shareholder entitled to atend and vote at a meting of the Company shal be

entitled to apoint another person as his proxy to atend and vote instead of him� A

Shareholder who is the holder of two or more Shares may apoint more than one proxy

to represent him and vote on his behalf at a general meting of the Company or at a

clas meting� A proxy ned not be a Shareholder of the Company� On a pol or a show

of hands votes may be given either personaly (or, in the case of a Shareholder being

a corporation, by its duly authorised representative) or by proxy� A proxy shal be

entitled to exercise the same powers on behalf of a Shareholder who is an individual

and for whom he acts as proxy as such Shareholder could exercise� In adition, a proxy

shal be entitled to exercise the same powers on behalf of a Shareholder which is a

corporation and for which he acts as proxy as such Shareholder could exercise if it were

an individual Shareholder�

Proxies

86No apointment of a proxy shal be valid unles it names the person apointed and his

apointor� The Board may, unles it is satisfied that the person purporting to act as

proxy is the person named in the relevant instrument for his apointment and the validity

and authenticity of the signature of his apointor, decline such person’s admision to

the relevant meting, reject his vote or, in the event that a pol is demanded after the

chairman of the meting alows a show of hands pursuant to Article 72, his demand for a

pol and no Shareholder who may be afected by any exercise by the Board of its power

in this conection shal have any claim against the Directors or any of them nor may

any such exercise by the Board of its powers invalidate the procedings of the meting

in respect of which they were exercised or any resolution pased or defeated at such

meting�

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Ap�3

Para 1887The instrument apointing a proxy shal be in such forms as the Board may determine

and in the absence of such determination, shal be in writing under the hand of

the apointor or of his atorney duly authorised in writing, or if the apointor is a

corporation, either under seal or signed by an oficer or atorney duly authorised to

sign the same� In the case of an instrument of proxy purporting to be signed on behalf

of a corporation by an oficer thereof it shal be asumed, unles the contrary apears,

that such oficer was duly authorised to sign such instrument of proxy on behalf of the

corporation without further evidence of the facts�

Instrument

apointing

proxy to be

in writing

88(1)The Company may, at its absolute discretion, provide an electronic adres for the

receipt of any document or information relating to proxies for a general meting

(including any instrument of proxy or invitation to apoint a proxy, any document

necesary to show the validity of, or otherwise relating to, an apointment of

proxy (whether or not required under these Articles) and Notice of termination of

the authority of a proxy)� If such an electronic adres is provided, the Company

shal be demed to have agred that any such document or information (relating to

proxies as aforesaid) may be sent by electronic means to that adres, subject as

hereafter provided and subject to any other limitations or conditions specified by

the Company when providing the adres� Without limitation, the Company may

from time to time determine that any such electronic adres may be used generaly

for such maters or specificaly for particular metings or purposes and, if so, the

Company may provide diferent electronic adreses for diferent purposes� The

Company may also impose any conditions on the transmision of and its receipt of

such electronic comunications including, for the avoidance of doubt, imposing

any security or encryption arangements as may be specified by the Company�

If any document or information required to be sent to the Company under this

Article is sent to the Company by electronic means, such document or information

is not treated as validly delivered to or deposited with the Company if the same

is not received by the Company at its designated electronic adres provided in

acordance with this Article or if no electronic adres is so designated by the

Company for the receipt of such document or information�

Apointment

of proxy must

be deposited

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(2)The instrument apointing a proxy and, if requested by the Board, the power of

atorney or other authority (if any) under which it is signed or a notarialy certified

copy of that power or authority shal be deposited at such place or one of such

places (if any) as is specified in the Notice of meting or in the instrument of proxy

isued by the Company (or, if no place is specified, at the Registration Ofice) or if

the Company has provided an electronic adres in acordance with the preceding

paragraph, shal be received at the electronic adres specified, not les than 48

hours before the time for holding the meting or adjourned meting or postponed

meting (as the case may be) at which the person named in such instrument

proposes to vote, and in default the instrument of proxy shal not be treated as

valid� No instrument apointing a proxy shal be valid after the expiration of 12

Months from the date of its execution, except at an adjourned meting or postponed

meting where the meting was originaly held within 12 Months from such date�

Delivery of an instrument apointing a proxy shal not preclude a Shareholder from

atending and voting in person (or in the case of a Shareholder being a corporation,

its duly authorised representative) at the meting concerned and, in such event, the

instrument apointing a proxy shal be demed to be revoked�

89Every instrument of proxy, whether for a specified meting or otherwise, shal be

in such form as the Board may from time to time aprove, provided that it shal not

preclude the use of the two-way form� Any form isued to a Shareholder for use by

him for apointing a proxy to atend and vote at an extraordinary general meting or

at an anual general meting at which any busines is to be transacted shal be such as

to enable the Shareholder, acording to his intentions, to instruct the proxy to vote in

favour of or against (or, in default of instructions, to exercise his discretion in respect of)

each resolution dealing with any such busines� The Board may decide, either generaly

or in any particular case, to treat a proxy apointment as valid notwithstanding that

the apointment or any of the information required under these Articles has not ben

received in acordance with the requirements of these Articles� Subject to aforesaid, if

the proxy apointment and any of the information required under these Articles is not

received in the maner set out in these Articles, the apointe shal not be entitled to

vote in respect of the Shares in question�

Form of proxy

90The instrument apointing a proxy to vote at a general meting shal: (i) be demed to

confer authority upon the proxy to demand or join in demanding a pol and to vote on

any resolution (or amendment thereto) put to the meting for which it is given as the

proxy thinks fit; and (i) unles the contrary is stated therein, be valid as wel for any

adjournment of the meting as for the meting to which it relates�

Authority under

instrument

apointing proxy

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91A vote given in acordance with the terms of an instrument of proxy or by the duly

authorised representative of a corporation shal be valid notwithstanding the previous

death or insanity of the principal or revocation of the proxy or power of atorney or

other authority under which the proxy was executed or the transfer of the Share in

respect of which the proxy is given, provided that no intimation in writing of such death,

insanity, revocation or transfer as aforesaid shal have ben received by the Company

at its Registration Ofice, or at such other place as is refered to in Article 88, or if the

Company has provided an electronic adres in acordance with Article 88, shal have

ben received by the Company at the electronic adres so specified, at least two hours

before the comencement of the meting or adjourned meting or postponed meting at

which the proxy is used�

When vote by

proxy valid

though authority

revoked

Ap�3

Para 1992(a) Any corporation which is a Shareholder may, by resolution of its directors or other

governing body or by power of atorney, authorise such person as it thinks fit to act

as its representative at any meting of the Company or of any clas of Shareholders

of the Company, and the person so authorised shal be entitled to exercise the

same rights and powers on behalf of the corporation which he represents as that

corporation could exercise if it were an individual Shareholder of the Company�

References in these Articles to a Shareholder present in person at a meting shal,

unles the context otherwise requires, include a corporation which is a Shareholder

represented at the meting by such duly authorised representative�

Apointment of

multiple corporate

representatives

(b)Where a Shareholder is a Clearing House (or its nomine(s), it may (subject

to Article 93) authorise such person or persons as it thinks fit to act as its

representative or representatives at any meting of the Company or at any meting

of any clas of Shareholders or at any creditors’ meting provided that if more than

one person is so authorised, the authorisation shal specify the number and clas of

Shares in respect of which each such representative is so authorised� A person so

authorised pursuant to the provisions of this Article shal be demed to have ben

duly authorised without further evidence of the facts and be entitled to exercise the

same rights and powers on behalf of the Clearing House (or its nomine(s) which

he represents as that Clearing House (or its nomine(s) could exercise as if such

person were an individual Shareholder, including the right to vote and the right to

speak and, where a show of hands is alowed, the right to vote individualy on a

show of hands�

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93Unles the Board agres otherwise, an apointment of a corporate representative shal

not be valid as against the Company unles:

Conditions for

apointment of

corporate

representatives

(a)in the case of such an apointment by a Shareholder which is a Clearing House (or

its nomine(s), a writen notification of the apointment isued by any director,

the secretary or any authorised oficer(s) of such Shareholder shal have ben

delivered at such place or one of such places (if any) as is specified in the notice of

meting or in the form of notice isued by the Company, or handed to the chairman

of the meting at the meting or, if no place is specified, at the principal place of

busines maintained by the Company in the Relevant Teritory from time to time

before the time of holding the meting or adjourned meting at which the person

so authorised proposes to vote or handed to the chairman of the meting at the

meting; and

(b)in the case of such an apointment by any other corporate Shareholder, a copy

of the resolution of its directors or other governing body of the Shareholder

authorising the apointment of the corporate representative or a form of notice of

apointment of corporate representative isued by the Company for such purpose

or a copy of the relevant power of atorney, together with an up-to-date copy of

the Shareholder’s constitutive documents and a list of directors or members of

the governing body of the Shareholder as at the date of such resolution, or, as the

case may be, power of atorney, in each case certified by a director, secretary or

a member of the governing body of that Shareholder and notarised, or, in the case

of a form of notice of apointment isued by the Company as aforesaid, completed

and signed in acordance with the instructions thereon or in the case of a power of

atorney a notarised copy of the relevant authority under which it was signed, shal

have ben deposited at such place or one of such places (if any) as is specified in

the notice of meting or in the form of notice isued by the Company as aforesaid

(or, if no place is specified, at the Registration Ofice) not les than 48 hours

before the time for holding the meting or adjourned meting or pol (as the case

may be) at which the corporate representative proposes to vote�

94No apointment of a corporate representative shal be valid unles it names the person

authorised to act as the apointor’s representative and the apointor is also named�

The Board may, unles it is satisfied that a person purporting to act as a corporate

representative is the person named in the relevant instrument for his apointment,

decline such person’s admision to the relevant meting and/or reject his vote or demand

for a pol and no Shareholder who may be afected by any exercise by the Board of its

power in this conection shal have any claim against the Board or any of them nor may

any such exercise by the Board of its powers invalidate the procedings of the meting

in respect of which they were exercised or any resolution pased or defeated at such

meting�

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REGISTERED OFICE

95The Registered Ofice of the Company shal be at such place in the Cayman Islands as

the Board shal from time to time decide�

Registered Ofice

BOARD OF DIRECTORS

96The number of Directors shal not be les than two (2)� There shal be no maximum

number of Directors unles otherwise determined from time to time by the Members

in general meting� The Company shal kep at its Registered Ofice a register of its

directors and oficers in acordance with the Companies Act�

Number of

Directors

97A Director may at any time, by notice in writing signed by him delivered to the

Registered Ofice or at the Head Ofice or at a meting of the Board, apoint any person

(including another Director) to act as alternate Director in his place during his absence

and may in like maner at any time determine such apointment� If such person is not

another Director such apointment unles previously aproved by the Board shal have

efect only upon and subject to being so aproved� The apointment of an alternate

Director shal determine on the hapening of any event which, were he a Director, would

cause him to vacate such ofice or if his apointor ceases to be a Director� An alternate

Director may act as alternate to more than one Director�

Alternate

Directors

98(a) An alternate Director shal (subject to his giving to the Company an adres

(including an electronic adres), telephone and facsimile number within the

teritory of the Head Ofice for the time being for the giving of notices on him

and except when absent from the teritory in which the Head Ofice is for the time

being situate) be entitled (in adition to his apointor) to receive and (in lieu of

his apointor) to waive notices of metings of the Board and of any comite of

the Board of which his apointor is a member and shal be entitled to atend and

vote as a Director at any such meting at which the Director apointing him is not

personaly present and generaly at such meting to perform al the functions of

his apointor as a Director and for the purposes of the procedings at such meting

the provisions of these Articles shal aply as if he (instead of his apointor) were

a Director� If he shal be himself a Director or shal atend any such meting as an

alternate for more than one Director his voting rights shal be cumulative� If his

apointor is for the time being absent from the teritory in which the Head Ofice is

for the time being situate or otherwise not available or unable to act, his signature

to any resolution in writing of the Directors or any such comite shal be as

efective as the signature of his apointor� His atestation of the afixing of the Seal

shal be as efective as the signature and atestation of his apointor� An alternate

Director shal not, save as aforesaid, have power to act as a Director nor shal he be

demed to be a Director for the purposes of these Articles�

Rights of

Alternate

Directors

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(b)An alternate Director shal be entitled to contract and be interested in and benefit

from contracts or arangements or transactions and to be repaid expenses and to be

indemnified to the same extent mutatis mutandis as if he were a Director, but he

shal not be entitled to receive from the Company in respect of his apointment as

alternate Director any remuneration except only such part (if any) of the ordinary

remuneration otherwise payable to his apointor as such apointor may by notice

in writing to the Company from time to time direct�

(c)A certificate by a Director (including for the purpose of this paragraph (c) an

alternate Director) or the Secretary that a Director (who may be the one signing

the certificate) was at the time of a resolution of the Directors or any comite

thereof absent from the teritory of the Head Ofice or otherwise not available

or unable to act or has not suplied an adres (including an electronic adres),

telephone and facsimile number within the teritory of the Head Ofice for the

purposes of giving of notice to him shal in favour of al persons without expres

notice to the contrary, be conclusive of the mater so certified�

99A Director or an alternate Director shal not be required to hold any qualification Shares

but shal nevertheles be entitled to atend and speak at al general metings of the

Company and al metings of any clas of Shareholders of the Company�

qualification

of Directors

or alternate

Directors

100The Directors shal be entitled to receive by way of ordinary remuneration for their

services as Directors such sum as shal from time to time be determined by the Company

in general meting or by the Board, such sum (unles otherwise directed by the

resolution by which it is voted) to be divided amongst the Directors in such proportions

and in such maner as they may agre, or failing agrement, equaly, except that in such

event any Director holding ofice for les than the whole of the relevant period in respect

of which the ordinary remuneration is paid shal only rank in such division in proportion

to the time during such period for which he has held ofice� Such remuneration shal

be in adition to any other remuneration to which a Director who holds any salaried

employment or ofice in the Company may be entitled by reason of such employment or

ofice�

Directors’

remuneration

101The Directors shal also be entitled to be repaid al traveling, hotel and other expenses

reasonably incured by them respectively in or about the performance of their duties as

Directors, including their expenses of traveling to and from Board metings, comite

metings or general metings or otherwise incured whilst engaged on the busines of

the Company or in the discharge of their duties as Directors�

Directors’

expenses

102The Board may grant special remuneration to any Director who shal perform or has

performed any special or extra services at the request of the Company� Such special

remuneration may be made payable to such Director in adition to or in substitution for

his ordinary remuneration as a Director, and may be made payable by way of salary,

comision or participation in profits or otherwise as may be aranged�

Special

remuneration

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103Notwithstanding Articles 100, 101 and 102, the remuneration of a managing director,

joint managing director, deputy managing director or an executive director or a Director

apointed to any other ofice in the management of the Company may from time to

time be fixed by the Board and may be by way of salary, comision, or participation

in profits or otherwise or by al or any of those modes and with such other benefits

(including pension and/or gratuity and/or other benefits on retirement) and alowances

as the Board may from time to time decide� Such remuneration shal be in adition to his

ordinary remuneration as a Director�

Remuneration

of managing

directors, etc�

104(a) Payments to any Director or past director of the Company of any sum by way of

compensation for los of ofice or as consideration for or in conection with his

retirement from ofice (not being a payment to which the director of the Company

or past director is contractualy or statutorily entitled) must be aproved by the

Company in general meting�

Payments for

compensation for

los of ofice

(b)Except as would, if the Company were a company incorporated in Hong Kong, be

permited by the Companies Ordinance as in force at the date of adoption of these

Articles, and except as permited under the Companies Act, the Company shal not

directly or indirectly:

Loans to Directors

(i)make a loan to a Director or a director of any Holding Company of the

Company or any of their respective Close Asociates;

(i)enter into any guarante or provide any security in conection with a loan

made by any person to a Director or a director of any Holding Company of

the Company or any of their respective Close Asociates; or

(i)if any one or more of the Directors hold (jointly or severaly or directly

or indirectly) a controling interest in another company, make a loan to

that other company or enter into any guarante or provide any security in

conection with a loan made by any person to that other company�

(c)Article 104(a) and (b) shal only aply during the Relevant Period�

105A Director shal vacate his ofice:

When ofice of

Director to be

vacated

(a)if he becomes bankrupt or has a receiving order made against him or suspends

payment or compounds with his creditors generaly; or

(b)if he dies or becomes of unsound mind as determined pursuant to an order made by

any competent court or oficial on the grounds that he is or may be sufering from

mental disorder or is otherwise incapable of managing his afairs and the Board

resolves that his ofice be vacated; or

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(c)if he absents himself from the metings of the Board during a continuous period

of six months, without special leave of absence from the Board, and his alternate

Director (if any) shal not during such period have atended in his stead, and the

Board pas a resolution that he has by reason of such absence vacated his ofice; or

(d)if he becomes prohibited by law from acting as a Director, or he ceases to be a

Director by virtue of any provision of law or is removed from ofice pursuant to

these Articles; or

(e)if he has ben validly required by the stock exchange of the Relevant Teritory to

cease to be a Director and the relevant time period for aplication for review of or

apeal against such requirement has lapsed and no aplication for review or apeal

has ben filed or is underway against such requirement; or

(f)if by notice in writing delivered to the Company at its Registered Ofice or at the

Head Ofice or tendered at a meting of the Board he resigns his ofice; or

(g)if he shal be removed from ofice by an Ordinary Resolution of the Company

under Article 114; or

(h)if he shal be removed from the ofice by notice in writing served on him signed by

not les than ¾ in number (or if that is not a round number, the nearest lower round

number) of the Directors (including himself) then in ofice�

106No Director shal be required to vacate ofice or be ineligible for re-election or

re-apointment as a Director, and no person shal be ineligible for apointment as a

Director by reason only of his having atained any particular age�

107(a) No Director or intended Director shal be disqualified by his ofice from

contracting with the Company either as vendor, purchaser or otherwise nor shal

any such contract or any contract or arangement entered into by or on behalf

of the Company with any person, company or partnership of or in which any

Director shal be a member or otherwise interested be capable on that acount of

being avoided, nor shal any Director so contracting or being any member or so

interested be liable to acount to the Company for any profit so realized by any

such contract or arangement by reason only of such Director holding that ofice

or the fiduciary relationship thereby established, provided that such Director shal,

if his interest in such contract or arangement is material, declare the nature of his

interest at the earliest meting of the Board at which it is practicable for him to do

so, either specificaly or by way of a general notice stating that, by reason of the

facts specified in the notice, he is to be regarded as interested in any contracts of a

specified description which may subsequently be made by the Company�

Directors’

interests

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(b)Any Director may continue to be or become a director, managing director, joint

managing director, deputy managing director, executive director, manager or other

oficer or member of any other company in which the Company may be interested

and (unles otherwise agred betwen the Company and the Director) no such

Director shal be liable to acount to the Company or the Shareholders for any

remuneration or other benefits received by him as a director, managing director,

joint managing director, deputy managing director, executive director, manager or

other oficer or member of any such other company� The Directors may exercise

the voting powers confered by the shares in any other company held or owned by

the Company, or exercisable by them as directors of such other company in such

maner in al respects as they think fit (including the exercise thereof in favour

of any resolution apointing themselves or any of them as directors, managing

directors, joint managing directors, deputy managing director, executive directors,

managers or other oficers of such company) and any Director may vote in favour

of the exercise of such voting rights in the maner aforesaid notwithstanding

that he may be, or is about to be, apointed a director, managing director, joint

managing director, deputy managing director, executive director, manager or other

oficer of such a company, and that as such he is or may become interested in the

exercise of such voting rights in the maner aforesaid�

(c)A Director may hold any other ofice or place of profit with the Company (except

that of Auditors) in conjunction with his ofice of Director for such period

and upon such terms as the Board may determine, and may be paid such extra

remuneration therefor (whether by way of salary, comision, participation in

profit or otherwise) as the Board may determine, and such extra remuneration

shal be in adition to any remuneration provided for by or pursuant to any other

Articles�

(d)A Director shal not vote (nor shal he be counted in the quorum) on any resolution

of the Board in respect of any contract or arangement or proposal in which he

or any of his Close Asociate(s) has/have a material interest, and if he shal do

so his vote shal not be counted (nor shal he be counted in the quorum for that

resolution), but this prohibition shal not aply to any of the folowing maters

namely:

(i)the giving of any security or indemnity either:

(A) to the Director or his Close Asociate(s) in respect of money lent or

obligations incured or undertaken by him or any of them at the request

of or for the benefit of the Company or any of its subsidiaries; or

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(B) to a third party in respect of a debt or obligation of the Company or

any of its subsidiaries for which the Director or his Close Asociate(s)

has himself/themselves asumed responsibility in whole or in part and

whether alone or jointly under a guarante or indemnity or by the giving

of security;

(i)any proposal concerning an ofer of shares or debentures or other securities

of or by the Company or any other company which the Company may

promote or be interested in for subscription or purchase where the Director or

his Close Asociate(s) is/are or is/are to be interested as a participant in the

underwriting or sub-underwriting of the ofer;

(i)any proposal or arangement concerning the benefit of employes of the

Company or its subsidiaries including:

(A) the adoption, modification or operation of any employes’ share scheme

or any share incentive or share option scheme under which the Director

or his Close Asociate(s) may benefit; or

(B) the adoption, modification or operation of a pension fund or retirement,

death or disability benefits scheme which relates both to Directors,

his Close Asociates and employes of the Company or any of its

subsidiaries and does not provide in respect of any Director or his Close

Asociate(s), as such any privilege or advantage not generaly acorded

to the clas of persons to which such scheme or fund relates; and

(iv)any contract or arangement in which the Director or his Close Asociate(s) is/

are interested in the same maner as other holders of shares or debentures or

other securities of the Company by virtue only of his/their interest in shares

or debentures or other securities of the Company�

(e)Where proposals are under consideration concerning the apointment (including

fixing or varying the terms of or terminating the apointment) of two or more

Directors to ofices or employments with the Company or any company in

which the Company is interested, such proposals shal be divided and considered

in relation to each Director separately and in such case each of the Directors

concerned (if not prohibited from voting under paragraph (d) shal be entitled

to vote (and be counted in the quorum) in respect of each resolution except that

concerning his own apointment�

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(f)If any question shal arise at any meting of the Board as to the materiality of

the interest of a Director (other than the chairman of the meting) or his Close

Asociates or as to the entitlement of any Director (other than the chairman of the

meting) to vote or be counted in the quorum and such question is not resolved by

his voluntarily agreing to abstain from voting or not to be counted in the quorum,

such question shal be refered to the chairman of the meting and his ruling

in relation to such other Director shal be final and conclusive except in a case

where the nature or extent of the interest of the Director or his Close Asociates

concerned as known to such Director has not ben fairly disclosed to the Board� If

any question as aforesaid shal arise in respect of the chairman of the meting or

his Close Asociates such question shal be decided by a resolution of the Board

(for which purpose such chairman shal not be counted in the quorum and shal

not vote thereon) and such resolution shal be final and conclusive except in a case

where the nature or extent of the interest of such chairman or his Close Asociates as

known to him has not ben fairly disclosed to the Board�

APOINTMENT AND ROTATION OF DIRECTORS

108(a) Notwithstanding any other provisions in these Articles, at each anual general

meting one-third of the Directors for the time being, or, if their number is not

thre or a multiple of thre, then the number nearest to but not les than one-third,

shal retire from ofice by rotation provided that every Director (including those

apointed for a specific term) shal be subject to retirement by rotation at least

once every thre years� A retiring Director shal be eligible for re-election� The

Company at the general meting at which a Director retires may fil the vacated

ofice�

Rotation and

retirement of

Directors

(b)The Directors to retire by rotation shal include (so far as necesary to obtain the

number required) any Director who wishes to retire and not to ofer himself for

re-election� Any Director who has not ben subject to retirement by rotation in

the thre years preceding the anual general meting shal retire by rotation at

such anual general meting� Any further Directors so to retire shal be those who

have ben longest in ofice since their last re-election or apointment and so that

as betwen persons who became or were last re-elected Directors on the same day

those to retire shal (unles they otherwise agre among themselves) be determined

by lot�

(c)A Director is not required to retire upon reaching any particular age�

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109If at any general meting at which an election of Directors ought to take place, the places

of the retiring Directors are not filed, the retiring Directors or such of them as have

not had their places filed shal be demed to have ben re-elected and shal, if wiling,

continue in ofice until the next anual general meting and so on from year to year until

their places are filed, unles:

Retiring Directors

to remain in ofice

until sucesors

apointed

(a)it shal be determined at such meting to reduce the number of Directors; or

(b)it is expresly resolved at such meting not to fil such vacated ofices; or

(c)in any such case the resolution for re-election of a Director is put to the meting

and lost; or

(d)such Director has given notice in writing to the Company that he is not wiling to

be re-elected�

110The Company in general meting may from time to time fix and may from time to time

by Ordinary Resolution increase or reduce the maximum and minimum number of

Directors but so that the number of Directors shal not be les than two (2)�

Power of

general meting

to increase or

reduce number of

Directors

111The Company may from time to time in general meting by Ordinary Resolution elect

any person to be a Director either to fil a casual vacancy or as an aditional Director�

Any Director so apointed shal be subject to retirement by rotation pursuant to Article

108�

Apointment

of Directors

Ap�3

Para 4(2)112The Board shal have power from time to time and at any time to apoint any person

as a Director either to fil a casual vacancy or as an aditional Director but so that the

number of Directors so apointed shal not exced the maximum number determined

from time to time by the Shareholders in general meting� Any Director apointed by the

Board to fil a casual vacancy shal hold ofice only until the first anual general meting

of the Company after his apointment and be subject to re-election at such meting� Any

Director apointed by the Board as an adition to the existing Board shal hold ofice

only until the first anual general meting of the Company after his apointment and

shal then be eligible for re-election� Any Director apointed under this Article shal not

be taken into acount in determining the Directors or the number of Directors who are to

retire by rotation at an anual general meting�

Notice of

proposed Director

to be given

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113No person, other than a retiring Director, shal, unles recomended by the Board for

election, be eligible for election to the ofice of Director at any general meting, unles

notice in writing of the intention to propose that person for election as a Director signed

by a Shareholder and notice in writing signed by that person of his wilingnes to be

elected shal have ben lodged at the Head Ofice or at the Registration Ofice� The

Company shal include the particulars of such proposed person for election as a Director

in an anouncement or a suplementary circular, and shal give the Shareholders at

least seven days to consider the relevant information disclosed in such anouncement

or suplementary circular prior to the date of the meting of the election� The period for

lodgment of the notices required under this Article wil comence no earlier than the

day after the despatch of the notice of the general meting apointed for such election

and end no later than seven days prior to the date of such general meting and the

minimum length of the period during which such notices to the Company may be given

wil be at least seven days�

Ap�3

Para 4(3)114The Company may by Ordinary Resolution remove any Director (including a managing

director or other executive director) before the expiration of his term of ofice

notwithstanding anything in these Articles or in any agrement betwen the Company

and such Director (but without prejudice to any claim which such Director may have

for damages for any breach of any contract betwen him and the Company) and may by

Ordinary Resolution elect another person in his stead� Any Director so apointed shal

be subject to retirement by rotation pursuant to Article 108�

Power to

remove Director

by Ordinary

Resolution

BOROWING POWERS

115The Board may from time to time at its discretion exercise al the powers of the

Company to raise or borow or to secure the payment of any sum or sums of money for

the purposes of the Company and to mortgage or charge its undertaking, property and

uncaled capital or any part thereof�

Power to borow

116The Board may raise or secure the payment or repayment of such sum or sums in

such maner and upon such terms and conditions in al respects as it thinks fit and in

particular but subject to the provisions of the Companies Act, by the isue of debentures,

debenture stock, bonds or other securities of the Company, whether outright or as

colateral security for any debt, liability or obligation of the Company or of any third

party�

Conditions on

which money may

be borowed

117Debentures, debenture stock, bonds and other securities (other than Shares which are not

fuly paid) may be made asignable fre from any equities betwen the Company and the

person to whom the same may be isued�

Asignment of

debentures etc�

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118Any debentures, debenture stock, bonds or other securities (other than Shares) may

be isued at a discount, premium or otherwise and with any special privileges as to

redemption, surender, drawings, alotment or subscription of or conversion into Shares,

atending and voting at general metings of the Company, apointment of Directors and

otherwise�

Special privileges

of debentures etc�

119The Directors shal cause a proper register to be kept, in acordance with the provisions

of the Companies Act, of al mortgages and charges specificaly afecting the property

of the Company and shal duly comply with such provisions of the Companies Act with

regard to the registration of mortgages and charges as may be specified or required�

charges to be kept

120If the Company isues a series of debentures or debenture stock not transferable by

delivery, the Board shal cause a proper register to be kept of the holders of such

debentures�

debentures or

debenture stock

121Where any uncaled capital of the Company is charged, al persons taking any

subsequent charge thereon shal take the same subject to such prior charge, and shal not

be entitled, by notice to the Shareholders or otherwise, to obtain priority over such prior

charge�

Mortgage of

uncaled capital

MANAGING DIRECTORS, ETC.

122The Board may from time to time apoint any one or more of them to the ofice of

managing director, joint managing director, deputy managing director or other executive

director and/or such other ofice in the management of the busines of the Company as

it may decide for such period and upon such terms as it thinks fit and upon such terms as

to remuneration as it may decide in acordance with Article 103�

Power to apoint

managing

directors, etc�

123Every Director apointed to an ofice under Article 122 hereof shal, but without

prejudice to any claim for damages for breach of any contract of service betwen himself

and the Company, be liable to be dismised or removed therefrom by the Board�

Removal of

managing

directors, etc�

124A Director apointed to an ofice under Article 122 shal be subject to the same

provisions as to resignation and removal as the other Directors of the Company, and he

shal ipso facto and imediately cease to hold such ofice if he shal cease to hold the

ofice of Director for any cause�

Cesation of

apointment

125The Board may from time to time entrust to and confer upon a chairman, vice chairman,

managing director, joint managing director, deputy managing director or executive

director al or any of the powers of the Board that it may think fit provided that

the exercise of al powers by such Director shal be subject to such regulations and

restrictions as the Board may from time to time make and impose, and, subject to the

terms thereof, the said powers may at any time be withdrawn, revoked or varied, but

no person dealing in god faith and without notice of such withdrawal, revocation or

variation shal be afected thereby�

Power may be

delegated

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126The Board may from time to time apoint any person to an ofice or employment having

a designation or title including the word “director” or atach to any existing ofice or

employment with the Company such a designation or title� The inclusion of the word

“director” in the designation or title of any ofice or employment with the Company (other

than the ofice of managing director or joint managing director or deputy managing

director or executive director) shal not imply that the holder thereof is a Director nor

shal such holder be empowered in any respect to act as a Director or be demed to be a

Director for any of the purposes of these Articles�

MANAGEMENT

127The busines of the Company shal be managed by the Board who, in adition to the

powers and authorities by these Articles expresly confered upon it, may exercise al

such powers and do al such acts and things as may be exercised or done or aproved by

the Company and are not hereby or by the Companies Act expresly directed or required

to be exercised or done by the Company in general meting, but subject nevertheles

to the provisions of the Companies Act and of these Articles and to any regulations

from time to time made by the Company in general meting not being inconsistent with

such provisions or these Articles, provided that no regulation so made shal invalidate

any prior act of the Board which would have ben valid if such regulation had not ben

made�

General powers of

Company vested

in Directors

128Without prejudice to the general powers confered by these Articles, it is hereby

expresly declared that the Board shal have the folowing powers:

(a)to give to any person the right or option of requiring at a future date that an

alotment shal be made to him of any Share at par or at such premium and on such

other terms as may be agred; and

(b)to give to any Directors, oficers or employes of the Company an interest in any

particular busines or transaction or participation in the profits thereof or in the

general profits of the Company either in adition to or in substitution for a salary

or other remuneration�

MANAGERS

129The Board may from time to time apoint a general manager, manager or managers

of the busines of the Company and may fix his or their remuneration either by way

of salary or comision or by confering the right to participation in the profits of the

Company or by a combination of two or more of these modes and pay the working

expenses of any of the staf of the general manager, manager or managers who may be

employed by him or them upon the busines of the Company�

Apointment and

remuneration of

managers

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130The apointment of such general manager, manager or managers may be for such period

as the Board may decide and the Board may confer upon him or them al or any of the

powers of the Board and such title or titles as it may think fit�

Terms of ofice

and powers

131The Board may enter into such agrement or agrements with any such general manager,

manager or managers upon such terms and conditions in al respects as it may in its

absolute discretion think fit, including a power for such general manager, manager or

managers to apoint an asistant manager or managers or other employes whatsoever

under them for the purpose of carying on the busines of the Company�

Terms and

conditions of

apointment

CHAIRMAN AND OTHER OFICERS

132The Board may from time to time elect or otherwise apoint one of them to the ofice

of chairman of the Company and another to be the vice chairman of the Company (or

two or more vice Chairmen) and determine the period for which each of them is to

hold ofice� The chairman of the Company or, in his absence, the vice chairman of the

Company shal preside as chairman at metings of the Board, but if no such chairman

or vice chairman be elected or apointed, or if at any meting the chairman or vice

chairman is not present within five minutes after the time apointed for holding the same

and wiling to act, the Directors present shal chose one of their number to be chairman

of such meting� Al the provisions of Articles 103, 108, 123, 124 and 125 shal

mutatis mutandis aply to any Directors elected or otherwise apointed to any ofice in

acordance with the provisions of this Article�

Chairman, vice

chairman and

oficers

PROCEDINGS OF THE DIRECTORS

133The Board may met together for the despatch of busines, adjourn or postpone and

otherwise regulate its metings and procedings as it thinks fit and may determine the

quorum necesary for the transaction of busines� Unles otherwise determined two

Directors shal be a quorum� For the purpose of this Article an alternate Director shal

be counted in a quorum separately in respect of himself (if a Director) and in respect

of each Director for whom he is an alternate and his voting rights shal be cumulative

and he ned not use al his votes or cast al his votes in the same way� A meting of the

Board or any comite of the Board may be held by means of such telephone, electronic

or other comunication facilities as permit al persons participating in the meting to

comunicate with each other simultaneously and instantaneously, and participation in

such a meting shal constitute presence in person at such meting�

Meting of

Directors,

quorum, etc�

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134A Director may, and on the request of a Director the Secretary shal, at any time

sumon a meting of the Board which may be held in any part of the world, but no such

meting shal be sumoned to be held outside the teritory in which the Head Ofice is

for the time being situate without the prior aproval of the Board� Notice thereof shal

be given to each Director and alternate Director in person oraly or in writing or by

electronic means to an electronic adres from time to time notified to the Company by

such Director or (if the recipient consents to it being made available on a website) by

making it available on a website or by telephone or by telex or telegram or facsimile

transmision at the telephone or facsimile number or adres (including an electronic

adres) from time to time notified to the Company by such Director or in such other

maner as the Board may from time to time determine� A Director absent or intending

to be absent from the teritory in which the Head Ofice is for the time being situate

may request the Board or the Secretary that Notices of Board metings shal during his

absence be sent in writing to him or by electronic means to an electronic adres from

time to time notified to the Company by such Director or (if the recipient consents to

it being made available on a website) by making it available on a website or at his last

known adres or electronic adres (as the case may be), facsimile or telex number

or any other adres, facsimile or telex number given by him to the Company for this

purpose, but such notices ned not be given any earlier than notices given to the other

Directors not so absent and in the absence of any such request it shal not be necesary

to give notice of a Board meting to any Director who is for the time being absent from

such teritory�

Convening of

Metings of

Directors

135Subject to Article 107, questions arising at any meting of the Board shal be decided by

a majority of votes, and in case of an equality of votes the chairman of the meting shal

have a second or casting vote�

How questions

to be decided

136A meting of the Board for the time being at which a quorum is present shal be

competent to exercise al or any of the authorities, powers and discretions by or under

these Articles for the time being vested in or exercisable by the Board generaly�

Powers of

meting

137The Board may delegate any of its powers to comites consisting of such member(s)

of them and such other person(s) as it thinks fit, and it may from time to time revoke

such delegation or revoke the apointment of and discharge any such comites either

wholy or in part, and either as to persons or purposes, but every comite so formed

shal in the exercise of the powers so delegated conform to any regulations that may

from time to time be imposed upon it by the Board�

Power to

apoint

comite and

to delegate

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138Al acts done by any such comite in conformity with such regulations and in

fulfilment of the purposes for which it is apointed, but not otherwise, shal have the

like force and efect as if done by the Board, and the Board shal have power, with the

consent of the Company in general meting, to remunerate the members of any special

comite, and charge such remuneration to the curent expenses of the Company�

Act of

comite to

be of same

efect as acts

of Directors

139The metings and procedings of any such comite consisting of two or more

members shal be governed by the provisions herein contained for regulating the

metings and procedings of the Board so far as the same are aplicable thereto and are

not replaced by any regulations imposed by the Board pursuant to Article 137�

Procedings

of comite

140Al acts bona fide done by any meting of the Board or by any such comite or by any

person acting as a Director shal, notwithstanding that it shal be afterwards discovered

that there was some defect in the apointment of such Director or persons acting as

aforesaid or that they or any of them were disqualified, be as valid as if every such

person had ben duly apointed and was qualified to be a Director or member of such

comite�

When acts of

Directors or

comite to

be valid

141The continuing Directors may act notwithstanding any vacancy in their body, but, if

and so long as their number is reduced below the number fixed by or pursuant to these

Articles as the necesary quorum of the Board meting, the continuing Director or

Directors may act for the purpose of increasing the number of Directors to that number

of the necesary quorum or of sumoning a general meting of the Company but for no

other purpose�

Directors’ powers

when vacancies

exist

142(a)A resolution in writing signed by al the Directors (or their respective alternate

Directors) shal be as valid and efectual as if it had ben pased at a meting of

the Board duly convened and held� Any such resolutions in writing may consist

of several documents in like form each signed by one or more of the Directors or

alternate Directors�

Directors’

resolutions

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(b)Where a Director is, on the date on which a resolution in writing is last signed by

a Director, absent from the teritory in which the Head Ofice is for the time being

situated, or canot be contacted at his last known adres or electronic adres

(as the case may be) or contact telephone or facsimile number, or is temporarily

unable to act through il-health or disability and, in each case, his alternate (if

any) is afected by any of these events, the signature of such Director (or his

alternate) to the resolution shal not be required, and the resolution in writing, so

long as such a resolution shal have ben signed by at least two Directors or their

respective alternates who are entitled to vote thereon or such number of Directors

as shal form a quorum, shal be demed to have ben pased at a meting of the

Board duly convened and held, provided that a copy of such resolution has ben

given or the contents thereof comunicated to al the Directors (or their respective

alternates) for the time being entitled to receive notices of metings of the Board

at their respective last known adres or electronic adres (as the case may be),

telephone or facsimile number or, if none, at the Head Ofice and provided further

that no Director is aware of or has received from any Director any objection to the

resolution�

(c)A certificate signed by a Director (who may be one of the signatories to the

relevant resolution in writing) or the Secretary as to any of the maters refered to

in paragraph (a) or (b) of this Article shal in the absence of expres notice to the

contrary of the person relying thereon, be conclusive of the maters stated on such

certificate�

MINUTES AND CORPORATE RECORDS

143(a)The Board shal cause minutes to be made of:

Minutes of

procedings of

metings and

Directors

(i)al apointments of oficers made by it;

(i)the names of the Directors present at each meting of the Board and of

comites apointed pursuant to Article 137; and

(i)al resolutions and procedings at al metings of the Company and of the

Board and of such comites�

(b) Any such minutes shal be conclusive evidence of any such procedings if they

purport to be signed by the chairman of the meting at which the procedings were

held or by the chairman of the next suceding meting�

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SECRETARY

144The Secretary shal be apointed by the Board for such term, at such remuneration and

upon such conditions as it may think fit, and any Secretary so apointed may, without

prejudice to his right under any contract with the Company, be removed by the Board�

Anything by the Companies Act or these Articles required or authorised to be done by

or to the Secretary, if the ofice is vacant or there is for any other reason no Secretary

capable of acting, may be done by or to any asistant or deputy Secretary, or if there is

no asistant or deputy Secretary capable of acting, by or to any oficer of the Company

authorised generaly or specificaly on behalf of the Board�

Apointment of

Secretary

145The Secretary shal atend al metings of the Shareholders and shal kep corect

minutes of such metings and enter the same in the proper boks provided for the

purpose� He shal perform such other duties as are prescribed by the Companies Act and

these Articles, together with such other duties as may from time to time be prescribed by

the Board�

Duties of the

Secretary

146A provision of the Companies Act or of these Articles requiring or authorising a thing to

be done by or to a Director and the Secretary shal not be satisfied by its being done by

or to the same person acting both as Director and as, or in place of the Secretary�

Same person

not to act in two

capacities at once

GENERAL MANAGEMENT AND USE OF THE SEAL

147(a) Subject to the Companies Act, the Company shal have one or more Seals as the

Board may determine, and may have a Seal for use outside the Cayman Islands�

The Board shal provide for the safe custody of each Seal, and no Seal shal be used

without the authority of the Board or a comite authorised by the Board in that

behalf�

Custody of Seal

(b)Every instrument to which a Seal shal be afixed shal be signed autographicaly

by one Director and the Secretary, or by two Directors, or by any person or

persons (including a Director and/or the Secretary) apointed by the Board for

the purpose, provided that as regards any certificates for Shares or Debentures or

other securities of the Company, the Board may by resolution determine that such

signatures or either of them shal be dispensed with or afixed by some method or

system of mechanical signature other than autographic or may be printed thereon

as specified in such resolution or that such certificates ned not be signed by any

person�

Use of Seal

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(c)The Company may have a Securities Seal for use for sealing certificates for shares

or other securities isued by the Company and no signature of any Director, oficer

or other person and no mechanical reproduction thereof shal be required on any

such certificates or other document and any such certificates or other document

to which such Securities Seal is afixed shal be valid and demed to have ben

sealed and executed with the authority of the Board notwithstanding the absence

of any such signature or mechanical reproduction as aforesaid� The Board may by

resolution determine that the afixation of Securities Seal on certificates for shares

or other securities isued by the Company be dispensed with or be afixed by

printing the image of the Securities Seal on such certificates�

Securities Seal

148Al cheques, promisory notes, drafts, bils of exchange and other negotiable instruments,

and al receipts for moneys paid to the Company shal be signed, drawn, acepted,

endorsed or otherwise executed, as the case may be, in such maner as the Board shal

from time to time by resolution determine� The Company’s banking acounts shal be

kept with such banker or bankers as the Board shal from time to time determine�

Cheques and

banking

arangements

149(a) The Board may from time to time and at any time, by power of atorney under the

Seal, apoint any company, firm or person or any fluctuating body of persons,

whether nominated directly or indirectly by the Board, to be the atorney or

atorneys of the Company for such purposes and with such powers, authorities and

discretions (not exceding those vested in or exercisable by the Board under these

Articles) and for such period and subject to such conditions as it may think fit,

and any such power of atorney may contain such provisions for the protection and

convenience of persons dealing with any such atorney as the Board may think fit,

and may also authorise any such atorney to sub-delegate al or any of the powers,

authorities and discretions vested in him�

Power to apoint

atorney

(b) The Company may, by writing under its Seal, empower any person, either

generaly or in respect of any specified mater, as its atorney to execute deds and

instruments on its behalf and to enter into contracts and sign the same on its behalf

and every ded signed by such atorney on behalf of the Company and under his

seal shal bind the Company and have the same efect as if it were under the Seal

duly afixed by the Company�

Execution of

deds by atorney

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150The Board may establish any comites, regional or local boards or agencies for

managing any of the afairs of the Company, either in the Relevant Teritory or

elsewhere, and may apoint any persons to be members of such comites, regional

or local boards or agencies and may fix their remuneration, and may delegate to any

comite, regional or local board or agent any of the powers, authorities and discretions

vested in the Board (other than its powers to make cals and forfeit Shares), with power

to sub-delegate, and may authorise the members of any regional or local board or any

of them to fil any vacancies therein and to act notwithstanding vacancies, and any such

apointment or delegation may be upon such terms and subject to such conditions as the

Board may think fit, and the Board may remove any person so apointed and may anul

or vary any such delegation, but no person dealing in god faith and without notice of

any such anulment or variation shal be afected thereby�

Regional or local

boards

151The Board may establish and maintain or procure the establishment and maintenance

of any contributory or non-contributory pension or superanuation funds or personal

pension plans for the benefit of, or give or procure the giving of donations, gratuities,

pensions, alowances or emoluments to, any persons who are or were at any time in the

employment or service of the Company, or of any company which is a subsidiary of

the Company, or is alied or asociated with the Company or with any such subsidiary

company, or who are or were at any time directors or oficers of the Company or

of any such other company as aforesaid, and holding or who have held any salaried

employment or ofice in the Company or such other company, and the spouses, widows,

widowers, families and dependants of any such persons� The Board may also establish

and subsidise or subscribe to any institutions, asociations, clubs or funds calculated

to be for the benefit of or to advance the interests and wel-being of the Company or of

any such other company as aforesaid or of any such persons as aforesaid, and may make

payments for or towards the insurance of any such persons as aforesaid, and subscribe

or guarante money for charitable or benevolent objects or for any exhibition or for any

public, general or useful object� The Board may do any of the maters aforesaid, either

alone or in conjunction with any such other company as aforesaid� Any Director holding

any such employment or ofice shal be entitled to participate in and retain for his own

benefit any such donation, gratuity, pension, alowance or employment�

Power to establish

pension funds

AUTHENTICATION OF DOCUMENTS

152(a) Any Director or the Secretary or other authorised oficer of the Company shal have

power to authenticate any documents afecting the constitution of the Company and

any resolutions pased by the Company or the Board or any comite, and any

boks, records, documents and acounts relating to the busines of the Company,

and to certify copies thereof or extracts therefrom as true copies of extracts;

and where any boks, records, documents or acounts are elsewhere than at the

Registered Ofice or the Head Ofice, the local manager or such other oficer of the

Company having the custody thereof shal be demed to be the authorised oficer

of the Company as aforesaid�

Power to

authenticate

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(b)A document purporting to be a document so authenticated or a copy of a resolution,

or an extract from the minutes of a meting, of the Company or of the Board or

any local board or comite, or of any boks, records, documents or acounts

or extracts therefrom as aforesaid, and which is certified as aforesaid, shal be

conclusive evidence in favour of al persons dealing with the Company upon

the faith thereof that the document authenticated (or, if this be authenticated as

aforesaid, the mater so authenticated) is authentic or, as the case may be, that such

resolution has ben duly pased or, as the case may be, that any minute so extracted

is a true and acurate record of procedings at a duly constituted meting or, as the

case may be, that the copies of such boks, records, documents or acounts were

true copies of their originals or as the case may be, the extracts of such boks,

records, documents or acounts are true and acurate records of the boks, records,

documents or acounts from which they were extracted�

CAPITALISATION OF RESERVES

153(a) The Company in general meting may, upon the recomendation of the Board,

resolve to capitalise any sum standing to the credit of any of the Company’s

reserve acounts which are available for distribution (including its share premium

acount and capital redemption reserve fund, subject to the Companies Act) and

to apropriate such sums to the holders of Shares on the Register at the close

of busines on the date of the relevant resolution (or such other date as may be

specified therein or determined as provided therein) in the proportions in which

such sum would have ben divisible amongst them had the same ben a distribution

of profits by way of Dividend and to aply such sum on their behalf in paying up

in ful unisued Shares for alotment and distribution credited as fuly paid-up to

and amongst them in the proportion aforesaid�

Power to

capitalise

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(b)Subject to the Companies Act, whenever such a resolution as aforesaid shal

have ben pased, the Board shal make al apropriations and aplications of

the reserves or profits and undivided profits resolved to be capitalised thereby,

and atend to al alotments and isues of fuly paid Shares, debentures, or other

securities and generaly shal do al acts and things required to give efect thereto�

For the purpose of giving efect to any resolution under this Article, the Board may

setle any dificulty which may arise in regard to a capitalisation isue as it thinks

fit, and in particular may disregard fractional entitlements or round the same up

or down and may determine that cash payments shal be made to any Shareholders

in lieu of fractional entitlements or that fractions of such value as the Board may

determine may be disregarded in order to adjust the rights of al parties or that

fractional entitlements shal be agregated and sold and the benefit shal acrue to

the Company rather than to the Shareholders concerned, and no Shareholders who

are afected thereby shal be demed to be, and they shal be demed not to be, a

separate clas of Shareholders by reason only of the exercise of this power� The

Board may authorise any person to enter on behalf of al Shareholders interested

in a capitalisation isue any agrement with the Company or other(s) providing

for such capitalisation and maters in conection therewith and any agrement

made under such authority shal be efective and binding upon al concerned�

Without limiting the generality of the foregoing, any such agrement may provide

for the aceptance by such persons of the Shares, debentures or other securities to

be aloted and distributed to them respectively in satisfaction of their claims in

respect of the sum so capitalised�

Efect of

resolution to

capitalise

(c)The provisions of paragraph (e) of Article 160 shal aply to the power of the

Company to capitalise under this Article as it aplies to the grant of election

thereunder mutatis mutandis and no Shareholder who may be afected thereby shal

be, and they shal be demed not to be, a separate clas of Shareholders by reason

only of the exercise of this power�

DIVIDENDS AND RESERVES

154Subject to the Companies Act and these Articles, the Company in general meting

may declare Dividends in any curency but no Dividends shal exced the amount

recomended by the Board�

Power to declare

dividends

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155(a) The Board may subject to Article 156 from time to time pay to the Shareholders

such interim Dividends as apear to the Board to be justified by the financial

conditions and the profits of the Company and, in particular but without prejudice

to the generality of the foregoing, if at any time the share capital of the Company

is divided into diferent clases, the Board may pay such interim Dividends in

respect of those Shares in the capital of the Company which confer to the holders

thereof defered or non-preferential rights as wel as in respect of those Shares

which confer on the holders thereof preferential rights with regard to Dividend and

provided that the Board acts bona fide it shal not incur any responsibility to the

holders of Shares confering any preference for any damage that they may sufer

by reason of the payment of an interim Dividend on any Shares having defered or

non-preferential rights�

Board’s power

to pay interim

dividends

(b)The Board may also pay half-yearly or at other suitable intervals to be setled by

it any Dividend which may be payable at a fixed rate if the Board is of the opinion

that the financial conditions and the profits of the Company justify the payment�

(c)The Board may in adition from time to time declare and pay special Dividends of

such amounts and on such dates and out of such distributable funds of the Company

as it thinks fit, and the provisions of paragraph (a) of this Article as regards the

power and exemption from liability of the Board as relate to the declaration and

payment of interim Dividends shal aply, mutatis mutandis, to the declaration and

payment of any such special Dividends�

156(a) No Dividend shal be declared or paid or shal be made otherwise than in

acordance with the Companies Act�

Dividends not

to be paid out of

capital

(b)Subject to the provisions of the Companies Act but without prejudice to paragraph

(a) of this Article, where any aset, busines or property is bought by the Company

as from a past date (whether such date be before or after the incorporation of the

Company) the profits and loses thereof as from such date may at the discretion

of the Board in whole or in part be caried to revenue acount and treated for

al purposes as profits or loses of the Company, and be available for Dividend

acordingly� Subject as aforesaid, if any Shares or securities are purchased cum

Dividend or interest, such Dividend or interest may at the discretion of the Board

be treated as revenue, and it shal not be obligatory to capitalise the same or any

part thereof or to aply the same towards reduction of or writing down the bok

cost of the aset, busines or property acquired�

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(c)Subject to paragraph (d) of this Article al Dividends and other distributions in

respect of Shares shal be stated and discharged, in the case of Shares denominated

in Hong Kong dolars, in Hong Kong dolars, and in the case of Shares

denominated in any other curency, in such other curency, provided that, in the

case of Shares denominated in Hong Kong dolars, the Board may determine in

the case of any distribution that Shareholders may elect to receive the same in any

other curency selected by the Board, converted at such rate of exchange as the

Board may determine�

(d)If, in the opinion of the Board, any Dividend or other distribution in respect of

Shares or any other payment to be made by the Company to any Shareholder is

of such a smal amount as to make payment to that Shareholder in the relevant

curency impracticable or unduly expensive either for the Company or the

Shareholder then such Dividend or other distribution or other payment may, at

the absolute discretion of the Board, be, if this be practicable, converted at such

rate of exchange as the Board may determine and paid or made in the curency

of the country of the relevant Shareholder (as indicated by the adres of such

Shareholder on the Register)�

157Notice of the declaration of an interim Dividend shal be given in such maner as the

Board shal determine�

Notice of interim

dividend

158No Dividend or other moneys payable on or in respect of a Share shal bear interest as

against the Company�

No interest on

dividend

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159Whenever the Board or the Company in general meting has resolved that a Dividend

be paid or declared, the Board may further resolve that such Dividend be satisfied

wholy or in part by the distribution of specific asets of any kind and in particular of

paid up shares, debentures or warants to subscribe securities of any other company, or

in any one or more of such ways, with or without ofering any rights to Shareholders to

elect to receive such Dividend in cash, and where any dificulty arises in regard to the

distribution the Board may setle the same as it thinks expedient, and in particular may

disregard fractional entitlements or round the same up or down, and may fix the value

for distribution of such specific asets, or any part thereof, and may determine that cash

payments shal be made to any Shareholders upon the foting of the value so fixed in

order to adjust the rights of al parties and may determine that fractional entitlements

shal be agregated and sold and the benefit shal acrue to the Company rather than

to the Shareholders concerned, and may vest any such specific asets in trustes as

may sem expedient to the Board and may authorise any person to sign any requisite

instruments of transfer and other documents on behalf of al Shareholders interested

in the Dividend and such instrument and document shal be efective� The Board may

further authorise any person to enter into on behalf of al Shareholders having an

interest in any agrement with the Company or other(s) providing for such Dividend

and maters in conection therewith and any such agrement made under such authority

shal be efective� The Board may resolve that no such asets shal be made available or

made to Shareholders with registered adreses in any particular teritory or teritories

being a teritory or teritories where, in the absence of a registration statement or

other special formalities, this would or might, in the opinion of the Board, be unlawful

or impracticable or the legality or practicality of which may be time consuming or

expensive to ascertain whether in absolute terms or in relation to the value of the holding

of Shares of the Shareholder concerned and in any such event the only entitlement of

the Shareholders aforesaid shal be to receive cash payments as aforesaid� Shareholders

afected as a result of exercise by the Board of its discretion under this Article shal not

be, and shal be demed not to be, a separate clas of Shareholders for any purposes

whatsoever�

Dividend in

specie

160(a)Whenever the Board or the Company in general meting has resolved that a

Dividend be paid or declared on the share capital of the Company, the Board may

further resolve, either:

Scrip dividend

(i)that such Dividend be satisfied wholy or in part in the form of an alotment

of Shares credited as fuly paid on the basis that the Shares so aloted shal

be of the same clas or clases as the clas or clases already held by the

alote, provided that the Shareholders entitled thereto wil be entitled

to elect to receive such Dividend (or part thereof) in cash in lieu of such

alotment� In such case, the folowing provisions shal aply:

(A) the basis of any such alotment shal be determined by the Board;

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(B) the Board, after determining the basis of alotment, shal give not les

than 14 clear days’ notice in writing to the Shareholders of the right

of election acorded to them and shal send with such notice forms of

election and specify the procedure to be folowed and the place at which

and the latest date and time by which duly completed forms of election

must be lodged in order to be efective;

that portion of the Dividend in respect of which the right of election has

ben acorded; and

(D) Dividend (or that part of the Dividend to be satisfied by the alotment of

Shares as aforesaid) shal not be payable in cash in respect whereof the

cash election has not ben duly exercised (“the non-elected Shares”)

and in lieu and in satisfaction thereof Shares shal be aloted credited

as fuly paid to the holders of the non-elected Shares on the basis of

alotment determined as aforesaid and for such purpose the Board

shal capitalise and aply out of any part of the undivided profits of

the Company or any part of any of the Company’s reserve acounts

(including any special acount, or share premium acount (if there be

any such reserve) as the Board may determine, a sum equal to the

agregate nominal amount of the Shares to be aloted on such basis and

aply the same in paying up in ful the apropriate number of Shares for

alotment and distribution to and amongst the holders of the non-elected

Shares on such basis;

(i)that Shareholders entitled to such Dividend wil be entitled to elect to receive

an alotment of Shares credited as fuly paid in lieu of the whole or such part

of the Dividend as the Board may think fit on the basis that the Shares so

aloted shal be of the same clas or clases as the clas or clases of Shares

already held by the alote� In such case, the folowing provisions shal

aply:

(A) the basis of any such alotment shal be determined by the Board;

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(B) the Board, after determining the basis of alotment, shal give not les

than 14 clear days’ notice in writing to the Shareholders of the right

of election acorded to them and shal send with such notice forms of

election and specify the procedure to be folowed and the place at which

and the latest date and time by which duly completed forms of election

must be lodged in order to be efective;

that portion of the Dividend in respect of which the right of election has

ben acorded; and

(D) the Dividend (or that part of the Dividend in respect of which a right of

election has ben acorded) shal not be payable on Shares in respect

whereof the Share election has ben duly exercised (“the elected

Shares”) and in lieu thereof Shares shal be aloted credited as fuly

paid to the holders of the elected Shares on the basis of alotment

determined as aforesaid and for such purpose the Board shal capitalise

and aply out of any part of the undivided profits of the Company

or any part of any of the Company’s reserve acounts (including any

special acount, contributed surplus acount, share premium acount

and capital redemption reserve fund (if there be any such reserve)

as the Board may determine, a sum equal to the agregate nominal

amount of the Shares to be aloted on such basis and aply the same

in paying up in ful the apropriate number of Shares for alotment and

distribution to and amongst the holders of the elected Shares on such

basis�

(b)The Shares aloted pursuant to the provisions of paragraph (a) of this Article shal

rank pari pasu in al respects with the Shares then in isue and held by the alote

in respect of which they were aloted, save only as regards participation:

(i)in the relevant Dividend (or the right to receive or to elect to receive an

alotment of Shares in lieu thereof as aforesaid); or

(i)in any other distributions, bonuses or rights paid, made, declared or

anounced prior to or contemporaneously with the payment or declaration

of the relevant Dividend unles, contemporaneously with the anouncement

by the Board of its proposal to aply the provisions of sub-paragraph (i) or

(i) of paragraph (a) of this Article in relation to the relevant Dividend or

contemporaneously with its anouncement of the distribution, bonus or rights

in question, the Board shal have specified that the Shares to be aloted

pursuant to the provisions of paragraph (a) of this Article shal rank for

participation in such distribution, bonus or rights�

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(c)The Board may do al acts and things considered necesary or expedient to give

efect to any capitalisation pursuant to the provisions of paragraph (a) of this

Article with ful power to the Board to make such provisions as it thinks fit in the

case of Shares becoming distributable in fractions (including provisions whereby,

in whole or in part, fractional entitlements are agregated and sold and the net

proceds distributed to those entitled, or are disregarded or rounded up or down or

whereby the benefit of fractional entitlements acrues to the Company rather than

to the Shareholders concerned), and no Shareholders who wil be afected thereby

shal be, and they shal be demed not to be, a separate clas of Shareholders by

reason only of the exercise of this power� The Board may authorise any person to

enter into on behalf of al Shareholders interested, an agrement with the Company

providing for such capitalisation and maters incidental thereto and any agrement

made pursuant to such authority shal be efective and binding on al concerned�

(d)The Company may upon the recomendation of the Board by Ordinary Resolution

resolve in respect of any one particular Dividend that notwithstanding the

provisions of paragraph (a) of this Article a Dividend may be satisfied wholy in

the form of an alotment of Shares credited as fuly paid without ofering any right

to Shareholders to elect to receive such Dividend in cash in lieu of such alotment�

(e)The Board may on any ocasion determine that rights of election and the alotment

of Shares under paragraph (a) of this Article shal not be made available or made

to any Shareholders with registered adreses in any teritory where in the absence

of a registration statement or other special formalities the circulation of an ofer

of such rights of election or the alotment of Shares would or might be unlawful

or impracticable or the legality or practicability of which may be time consuming

or expensive to ascertain whether in absolute terms or in relation to the value

of the holding of Shares of the Shareholder concerned, and in such event the

provisions aforesaid shal be read and construed subject to such determination

and no Shareholder who may be afected by any such determination shal be, and

they shal be demed not to be, a separate clas of Shareholders for any purposes

whatsoever�

161The Board may, before recomending any Dividend, set aside out of the profits of the

Company such sums as it thinks fit as a reserve or reserves which shal, at the discretion

of the Board, be aplicable for meting claims on or liabilities of the Company or

contingencies or for paying of any loan capital or for equalising Dividends or for

any other purpose to which the profits of the Company may be properly aplied, and

pending such aplication may, at the like discretion, either be employed in the busines

of the Company or be invested in such investments (including in the repurchase by

the Company of its own securities or the giving of any financial asistance for the

acquisition of its own securities) as the Board may from time to time think fit, and so

that it shal not be necesary to kep any investments constituting the reserve or reserves

separate or distinct from any other investments of the Company� The Board may also

without placing the same to reserve, cary forward any profits which it may think

prudent not to distribute by way of Dividend�

Reserves

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162Unles and to the extent that the rights atached to any Shares or the terms of isue

thereof otherwise provide, al Dividends shal (as regards any Shares not fuly paid

throughout the period in respect of which the Dividend is paid) be aportioned and

paid pro rata acording to the amounts paid or credited as paid on the Shares during

any portion or portions of the period in respect of which the Dividend is paid� For the

purposes of this Article no amount paid on a Share in advance of cals pursuant to

Article 38 shal be treated as paid on the Share�

Dividends to be

paid in proportion

to paid up capital

163(a) The Board may retain any Dividends or other moneys payable on or in respect of a

Share upon which the Company has a lien, and may aply the same in or towards

satisfaction of the debts, liabilities or engagements in respect of which the lien

exists�

Retention of

dividends, etc�

(b) The Board may deduct from any Dividend or other money payable to any

Shareholder al sums of money (if any) presently payable by him to the Company

on acount of cals, instalments or otherwise�

Deduction of

debts

164Any general meting sanctioning a Dividend may make a cal on the Shareholders of

such amount as the meting fixes, but so that the cal on each Shareholder shal not

exced the Dividend payable to him, and so that the cal shal be made payable at the

same time as the Dividend, and the Dividend may, if so aranged betwen the Company

and the Shareholder, be set of against the cal�

Dividend and cal

together

165A transfer of Shares shal not, as against the Company but without prejudice to the rights

of the transferor and transfere inter se, pas the right to any Dividend or bonus declared

thereon before the registration of the transfer�

Efect of transfer

166If two or more persons are registered as joint holders of any Share, any one of such

persons may give efectual receipts for any Dividends and other moneys payable and

bonuses, rights and other distributions in respect of such Shares�

Receipt for

dividends by joint

holders of share

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167Unles otherwise directed by the Board, any Dividend or other moneys payable or

bonuses, rights or other distributions in respect of any Share may be paid or satisfied by

cheque or warant or certificate or other documents or evidence of title sent through the

post to the registered adres of the Shareholder entitled, or, in the case of joint holders,

to the registered adres of that one whose name stands first in the Register in respect

of the joint holding or to such person and to such adres as the holder or joint holders

may in writing direct� Every cheque, warant, certificate or other document or evidence

of title so sent shal be made payable to the order of the person to whom it is sent or, in

the case of certificates or other documents or evidence of title as aforesaid, in favour of

the Shareholder(s) entitled thereto, and the payment on any such cheque or warant by

the banker upon whom it is drawn shal operate as a god discharge to the Company in

respect of the Dividend and/or other moneys represented thereby, notwithstanding that it

may subsequently apear that the same has ben stolen or that any endorsement thereon

has ben forged� Every such cheque, warant, certificate or other document or evidence

of title as aforesaid shal be sent at the risk of the person entitled to the Dividend, money,

bonus, rights and other distributions represented thereby� For the avoidance of doubt,

any dividend, interest, or other sum payable in cash may also be paid by electronic funds

transfer on such terms and conditions as the Directors may determine�

Payment by post

or electronic

means

168Al Dividends, bonuses or other distributions or the proceds of the realisation of any of

the foregoing unclaimed for one year after having ben declared by the Company until

claimed and, notwithstanding any entry in any boks of the Company may be invested

or otherwise made use of by the Board for the benefit of the Company or otherwise

howsoever, and the Company shal not be constituted a truste in respect thereof� Al

Dividends, bonuses or other distributions or the proceds of the realisation of any of

the foregoing unclaimed for six years after having ben declared may be forfeited by

the Board and, upon such forfeiture, shal revert to the Company and, in the case where

any of the same are securities of the Company, may be re-aloted or re-isued for such

consideration as the Board thinks fit and the proceds thereof shal acrue to the benefit

of the Company absolutely�

Unclaimed

Dividend

RECORD DATE

169Subject to the Listing Rules, any resolution declaring a Dividend or other distribution

on Shares of any clas, whether a resolution of the Company in general meting or

a resolution of the Board, may specify that the same shal be payable or made to the

persons registered as the holder of such Shares at the close of busines on a particular

date or at a particular time on a particular date, and thereupon the Dividend or other

distribution shal be payable or made to them in acordance with their respective

holdings so registered, but without prejudice to the rights inter se in respect of such

Dividend or other distribution betwen the transferors and transferes of any such

Shares� The provisions of this Article shal mutatis mutandis aply to determining the

Shareholders entitled to receive notice and vote at any general meting of the Company,

bonuses, capitalisation isues, distributions of realised and unrealised capital profits or

other distributable reserves or acounts of the Company and ofers or grants made by the

Company to the Shareholders�

Record dates

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169ASubject to the Listing Rules, notwithstanding any other provision of these Articles, the

Company or the Directors may fix any date as the record date for:

(a)determining the Members entitled to receive any dividend, distribution, alotment

or isue; and

(b)determining the Members entitled to receive Notice of and to vote at any general

meting of the Company�

170The Company in general meting may at any time and from time to time resolve that any

surplus moneys in the hands of the Company representing capital profits arising from

moneys received or recovered in respect of or arising from the realisation of any capital

asets of the Company or any investments representing the same and not required for the

payment or provision of any fixed preferential Dividend instead of being aplied in the

purchase of any other capital asets or for other capital purposes be distributed amongst

its Shareholders on the foting that they receive the same as capital and in the Shares

and proportions in which they would have ben entitled to receive the same if it had

ben distributed by way of Dividend, provided that no such surplus moneys as aforesaid

shal be so distributed unles the Company wil remain solvent after the distribution, or

the net realisable value of the asets of the Company wil after the distribution be greater

than the agregate of its liabilities, share capital and share premium acount�

Distribution of

realised capital

profits

ANUAL RETURNS

171The Board shal make or cause to be made such anual or other returns or filings as may

be required to be made in acordance with the Companies Act�

Anual Returns

ACOUNTS

172The Board shal cause proper boks of acount to be kept of the sums of money received

and expended by the Company, and the maters in respect of which such receipts and

expenditure take place; and of the asets and liabilities of the Company and of al other

maters required by the Companies Act necesary to give a true and fair view of the state

of the Company’s afairs and to show and explain its transactions� The financial year end

of the Company shal be 31 December in each calendar year or as otherwise determined

by the Board�

Acounts to be

kept

173The boks of acount shal be kept at the Head Ofice or at such other place or places as

the Board thinks fit and shal always be open to the inspection of the Directors�

Where acounts to

be kept

174No Shareholder (not being a Director) or other person shal have any right of inspecting

any acount or bok or document of the Company except as confered by the Companies

Act or ordered by a court of competent jurisdiction or authorised by the Board or the

Company in general meting�

Inspection by

shareholders

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175(a) The Board shal from time to time cause to be prepared and laid before the

Company at its anual general meting profit and los acounts and balance shets

of the Company and such other reports and documents as may be required by

law and the Listing Rules� The acounts of the Company shal be prepared and

audited based on the generaly acepted acounting principles of Hong Kong, the

International Acounting Standards, or such other standards as may be permited

by the HK Stock Exchange�

Anual profit and

los acount and

balance shet

(b)Subject to paragraph (c) below, every balance shet of the Company shal be signed

on behalf of the Board by two of the Directors and a copy of every balance shet

(including every document required by law to be comprised therein or anexed

thereto) and profit and los acount which is to be laid before the Company at its

anual general meting, together with a copy of the Directors’ report and a copy

of the Auditors’ report thereon, shal, not les than 21 days before the date of the

anual general meting be delivered or sent in acordance with Article 180(b)

together with the notice of anual general meting to every Shareholder and every

Debenture Holder of the Company and every other person entitled to receive

notices of general metings of the Company under the provisions of these Articles,

provided that this Article shal not require a copy of those documents to be sent

to any person of whose adres the Company is not aware or to more than one of

the joint holders of any Shares or Debentures, but any Shareholder or Debenture

Holder to whom a copy of those documents has not ben sent shal be entitled to

receive a copy fre of charge on aplication at the Head Ofice or the Registration

Ofice� If al or any of the Shares or Debentures or other securities of the Company

shal for the time being be (with the consent of the Company) listed or dealt in on

any stock exchange or market, there shal be forwarded to such stock exchange

or market such number of copies of such documents as may for the time being be

required under its regulations or practice�

Anual report

of Directors and

balance shet to

be sent to

shareholders

(c)Subject to the Listing Rules, the Company may send sumarised financial

statements to Shareholders who has, in acordance with the Listing Rules,

consented and elected to receive sumarised financial statements instead of the ful

financial statements� The sumarised financial statements must be acompanied

by any other documents as may be required under the Listing Rules and must be

sent to the Shareholders not les than twenty-one days before the general meting

to those Shareholders that have consented and elected to receive the sumarised

financial statements�

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AUDITORS

Ap� 3

Para 17176(a) The Shareholders may by Ordinary Resolution apoint one or more firms of

auditors to hold ofice until the conclusion of the next anual general meting

on such terms and with such duties as may be agred with the Board, but if an

apointment is not made, the Auditors in ofice shal continue in ofice until a

sucesor is apointed� A Director, oficer or employe of any such Director,

oficer or employe shal not be apointed Auditors of the Company� The Board

may fil any casual vacancy in the ofice of Auditors, but while any such vacancy

continues the surviving or continuing Auditors (if any) may act� The remuneration

of the Auditors shal be fixed by the Shareholders in a general meting by Ordinary

Resolution in such maner as the Shareholders may determine�

Apointment of

Auditors

Ap� 3

Para 17(b)The Shareholders may, at any general meting convened and held in acordance

with these Articles, remove the Auditors by Ordinary Resolution at any time before

the expiration of the term of ofice and shal, by Ordinary Resolution, at that

meting apoint new auditors in its place for the remainder of the term�

177The Auditors of the Company shal have a right of aces at al times to the boks and

acounts and vouchers of the Company and shal be entitled to require from the Directors

and oficers of the Company such information as may be necesary for the performance

of his or their duties, and the Auditors shal audit every balance shet and profit and

los acount of the Company in each year and prepare an Auditors’ report thereon to

be anexed thereto� Such report shal be laid before the Company in the anual general

meting�

Auditors to have

right of aces

to boks and

acounts

178No person other than the retiring Auditors shal be apointed as Auditors at an anual

general meting unles notice of an intention to nominate that person to the ofice of

Auditors has ben given to the Company not les than 14 clear days before the anual

general meting, and the Company shal send a copy of any such notice to the retiring

Auditors and shal give notice thereof to the Shareholders not les than seven days before

the anual general meting provided that the above requirement for sending a copy of

such notice to the retiring Auditors may be waived by notice in writing by the retiring

Auditors to the Secretary�

Apointment of

auditors other than

retiring auditors

179Al acts done by any person acting as Auditors shal, as regards al persons dealing in

god faith with the Company, be valid, notwithstanding that there was some defect in

their apointment or that they were at the time of their apointment not qualified for

apointment or subsequently became disqualified�

Defect of

apointment

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NOTICES

180(a) Except where otherwise expresly stated, any Notice or document (including any

corporate comunication and actionable corporate comunication) to be given

to or by any person pursuant to these Articles by the Company shal be in writing

or, to the extent permited by the Companies Act and the Listing Rules from time

to time and subject to this Article, contained in an electronic comunication� A

notice caling a meting of the Board ned not be in writing�

Service of notices

(b)Except where otherwise expresly stated, any Notice or document (including any

corporate comunications or actionable corporate comunication to be given

to or by any person pursuant to these Articles) may be served on or delivered to

any Shareholder either personaly or by sending it through the post in a prepaid

envelope or wraper adresed to such Shareholder at his registered adres

as apearing in the register or by leaving it at that adres adresed to the

Shareholder or by any other means authorised in writing by the Shareholder

concerned or (other than share certificate) by publishing it by way of advertisement

in the Newspapers� In case of joint holders of a share, al notices shal be given

to that one of the joint holders whose name stands first in the register and notice

so given shal be suficient notice to al the joint holders� Without limiting the

generality of the foregoing but subject to the Companies Act and the Listing Rules,

a Notice or document (including any corporate comunication and actionable

corporate comunication) may be served or delivered by the Company to any

Shareholder by electronic means to such electronic adres as may from time

to time be suplied by the Shareholder concerned or by publishing it on the

Company’s website and the website of the HK Stock Exchange�

(c)Any such Notice or document (including any corporate comunication and

actionable corporate comunication) may be served or delivered by the Company

by reference to the register as it stands at any time not more than fiften days

before the date of service or delivery� No change in the Register after that time

shal invalidate that service or delivery� Where any notice or document (including

any corporate comunication and actionable corporate comunication) is served

or delivered to any person in respect of a share in acordance with these Articles,

no person deriving any title or interest in that share shal be entitled to any

further service or delivery of that Notice or document (including any corporate

comunication and actionable corporate comunication)�

(d)Any notice or document required to be sent to or served upon the Company, or

upon any oficer of the Company, may be sent or served by leaving the same or

sending it through the post in a prepaid envelope or wraper adresed to the

Company or to such oficer at the Head Ofice or Registered Ofice�

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(e)The Board may from time to time specify the form and maner in which a

notice may be given to the Company by electronic means, including one or more

adreses for the receipt of an electronic comunication, and may prescribe such

procedures as they think fit for verifying the authenticity or integrity of any such

electronic comunication� Any notice may be given to the Company by electronic

means only if it is given in acordance with the requirements specified by the

Board�

181(a) Any Shareholder whose registered adres is outside the Relevant Teritory may

notify the Company in writing of (i) an adres in the Relevant Teritory which for

the purpose of service of notice shal be demed to be his registered adres; or

(i) an electronic adres for the purpose of service of notice� Where the registered

adres of the Shareholder is outside the Relevant Teritory, notice, (i) if given

through the post, shal be sent by prepaid airmail leter where available or (i) if

served by electronic means, shal be sent in acordance with Article 180(b)�

Shareholders out

of the Relevant

Teritory

(b)Any Shareholder who fails (and, where a Share is held by joint holders, where

the first joint holder named on the register fails) to suply his registered adres

or a corect registered adres or, in case of electronic comunications, fails to

suply his electronic adres or a corect electronic adres, to the Company for

service of notices and documents on him shal not (and where a Share is held by

joint holders, none of the other joint holders whether or not they have suplied a

registered adres shal) be entitled to service of any notice or documents by the

Company and any notice or document which is otherwise required to be served

on him may, if the Board in its absolute discretion so elects (and subject to them

re-electing otherwise from time to time), be served, in the case of notices, by

displaying a copy of such notice conspicuously at the Registered Ofice and the

Head Ofice or, if the Board ses fit, by advertisement in the Newspapers, and,

in the case of documents, by posting up a notice conspicuously at the Registered

Ofice and the Head Ofice adresed to such Shareholder which notice shal state

the adres within the Relevant Teritory at which he may obtain a copy of the

relevant document, or by displaying or otherwise making available the relevant

notice or document on the Company’s website and the website of the HK Stock

Exchange and stating the adres within the Relevant Teritory at which he may

obtain a copy of the notice or the document� Any notice or document served in

the maner so described shal be suficient service as regards Shareholders with

no registered or incorect adreses, or, in case of electronic comunications, no

electronic adres or an incorect or a non-functional electronic adres, provided

that nothing in this paragraph (b) shal be construed as requiring the Company to

serve any notice or document on any Shareholder with no or an incorect registered

adres for the service of notice or document on him or on any Shareholder other

than the first named on the register of members of the Company�

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(c)If on thre consecutive ocasions notices or other documents have ben sent

through the post to any Shareholder (or, in the case of joint holders of a share, the

first holder named on the register) at his registered adres or by electronic means

to his electronic adres but have ben returned undelivered, such Shareholder (and,

in the case of joint holders of a Share, al other joint holders of the share) shal not

thereafter be entitled to receive or be served (save as the Board may elect otherwise

pursuant to paragraph (b) of this Article) and shal be demed to have waived

the service of notices and other documents from the Company until he shal have

comunicated with the Company and suplied in writing a new registered adres

or a new electronic adres for the service of notices on him�

(d)Notwithstanding any election by a Shareholder, if the Company is advised that

the sending of any notice or other documents to any electronic adres suplied

by a Shareholder may or might infringe the law of any relevant jurisdiction, or

if the Company canot verify the location of the server at which the electronic

adres of the Shareholder is located, the Company may in lieu of the sending of

any notice or other document to the electronic adres suplied by the Shareholder

concerned, place the same on the Company’s website and the website of the HK

Stock Exchange, and any such placement shal be demed efective service on the

Shareholder, and the relevant notice and document shal be demed to be served

on the Shareholder on the date on which the same is first placed on the Company’s

website and the website of the HK Stock Exchange�

(e)Notwithstanding any election by a Shareholder from time to time to receive any

notice or document through electronic means, such Shareholder may, at any time,

require the Company to send to him, in adition to an electronic copy thereof, a

printed copy of any notice or document which he, in his capacity as Shareholder, is

entitled to receive�

182Any notice or other document, if sent by mail, postage prepaid, shal be demed to

have ben served or delivered on the day folowing that on which the leter, envelope,

or wraper containing the same is put into the post� In proving such service it shal be

suficient to prove that the leter, envelope or wraper containing the notice or document

was properly adresed and put into the post as prepaid mail� Any notice or document

not sent by post but left by the Company at a registered adres shal be demed to

have ben served or delivered on the day it was so left� Any notice or document, if sent

by electronic means (including through any relevant system), shal be demed to have

ben given on the day folowing that on which the electronic comunication was sent

by or on behalf of the Company� Any notice or document served or delivered by the

Company by any other means authorised in writing by the Shareholder concerned shal

be demed to have ben served when the Company has caried out the action it has ben

authorised to take for that purpose� Any notice or other document published by way of

advertisement or made available on the Company’s website and the website of the HK

Stock Exchange shal be demed to have ben served or delivered on the first day it was

so published�

When notice

demed to be

served

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183A notice or document may be given by the Company to the person entitled to a Share in

consequence of the death, mental disorder, bankruptcy or liquidation of a Shareholder

by sending it in any maner permited by these Articles adresed to him by name, or by

the title of representative of the deceased, the truste of the bankrupt or the liquidator

of the Shareholder, or by any like description, at the electronic or postal adres, if

any, suplied for the purpose by the person claiming to be so entitled, or (until such

an electronic or postal adres has ben so suplied) by giving the notice or document

in any maner in which the same might have ben given if the death, metal disorder,

bankruptcy or winding up had not ocured�

Service of notice

to persons entitled

on death, mental

disorder or

bankruptcy

184Any person who by operation of law, transfer or other means whatsoever shal become

entitled to any Share shal be bound by every notice in respect of such share which prior

to his name and adres being entered on the register shal have ben duly served to the

person from whom he derives his title to such share�

Transfere to be

bound by prior

notices

185Any notice or document delivered or sent by post to, or by electronic comunications,

or left at the registered adres of any Shareholder in pursuance of these Articles, or

by publishing on the Company’s website and the website of the HK Stock Exchange,

shal notwithstanding that such Shareholder be then deceased, bankrupt or wound up

and whether or not the Company has notice of his death, bankruptcy or winding up, be

demed to have duly served in respect of any registered Shares whether held solely or

jointly with other persons by such Shareholder until some other person be registered in

his stead as the holder or joint holder thereof, and such service shal for al purposes of

these Articles be demed a suficient service of such notice or document on his personal

representatives and al persons (if any) jointly interested with him in any such Shares�

Notice valid

though

shareholder

deceased,

bankrupt

186The signature to any notice or document to be given by the Company may be writen or

printed�

How notice to be

signed

INFORMATION

187No Shareholder (not being a Director) shal be entitled to require discovery of or any

information respecting any detail of the Company’s trading or any mater which is or

may be in the nature of a trade secret, mystery of trade or secret proces which may

relate to the conduct of the busines of the Company which in the opinion of the Board

wil be inexpedient in the interests of the Shareholders of the Company to comunicate

to the public�

Shareholders not

entitled to

information

WINDING UP

Ap� 3

Para 21188Subject to the Companies Act, a resolution that the Company be wound up by the Court

or be wound up voluntarily shal be pased by way of a Special Resolution�

Modes of winding

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189If the Company shal be wound up, the surplus asets remaining after payment to al

creditors shal be divided among the Shareholders in proportion to the capital paid up

on the Shares held by them respectively, and if such surplus asets shal be insuficient

to repay the whole of the paid up capital, they shal be distributed, subject to the rights

of any Shares which may be isued on special terms and conditions, so that, as nearly as

may be, the loses shal be borne by the Shareholders in proportion to the capital paid on

the Shares held by them respectively�

Distribution of

asets in winding

190If the Company shal be wound up (in whatever maner) the liquidator may, with the

sanction of a Special Resolution and any other sanction required by the Companies Act,

divide among the Shareholders in specie or kind the whole or any part of the asets of

the Company whether the asets shal consist of property of one kind or shal consist

of properties of diferent kinds and the liquidator may, for such purpose, set such value

as he dems fair upon any one or more clas or clases of property to be divided as

aforesaid and may determine how such division shal be caried out as betwen the

Shareholders or diferent clases of Shareholders and the Shareholders within each clas�

The liquidator may, with the like sanction, vest any part of the asets in trustes upon

such trusts for the benefit of Shareholders as the liquidator, with the like sanction, shal

think fit, but so that no Shareholder shal be compeled to acept any Shares or other

asets upon which there is a liability�

Asets may be

distributed in

specie

INDEMNITY

191The Directors, managing directors, alternate Directors, Auditors, Secretary and other

oficers for the time being of the Company and the trustes (if any) for the time being

acting in relation to any of the afairs of the Company, and their respective executors

or administrators, shal be indemnified and secured harmles out of the asets of the

Company from and against al actions, costs, charges, loses, damages and expenses

which they or any of them, their or any of their executors or administrators, shal or

may incur or sustain by reason of any act done, concured in or omited in or about the

execution of their duty or suposed duty in their respective ofices or trusts, except

such (if any) as they shal incur or sustain through their own fraud or dishonesty, and

none of them shal be answerable for the acts, receipts, neglects or defaults of any other

of them, or for joining in any receipt for the sake of conformity, or for any bankers or

other persons with whom any moneys or efects of the Company shal be lodged or

deposited for safe custody, or for the insuficiency or deficiency of any security upon

which any moneys of the Company shal be placed out or invested, or for any other los,

misfortune or damage which may arise in the execution of their respective ofices or

trusts, or in relation thereto, except as the same shal hapen by or through their own

fraud, dishonest, or recklesnes� The Company may take out and pay the premium and

other moneys for the maintenance of insurance, bonds and other instruments for the

benefit either of the Company or the Directors (and/or other oficers) or any of them to

indemnify the Company and/or Directors (and/or other oficers) named therein for this

purpose against any los, damage, liability and claim which they may sufer or sustain

in conection with any breach by the Directors (and/or other oficers) or any of them of

their duties to the Company�

Indemnity

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UNTRACEABLE SHAREHOLDERS

192The Company may exercise the power to cease sending cheques for Dividend

entitlements or Dividend warants by post or by electronic means if such cheques or

warants remain uncashed on two consecutive ocasions or after the first ocasion on

which such a cheque or warant is returned undelivered�

Company ceases

sending dividend

warants etc�

193(a)The Company shal have the power to sel, in such maner as the Board thinks fit,

any Shares of a Shareholder who is untraceable, but no such sale shal be made

unles:

Company may

sel shares of

untraceable

shareholders

(i)during the period of 12 years prior to the date of the advertisements refered

to in sub-paragraph (i) below (or, if published more than once, the first

thereof) at least thre Dividends or other distributions in respect of the Shares

in question have become payable or ben made and no Dividend or other

distribution in respect of the Shares during that period has ben claimed;

(i)the Company has caused an advertisement to be inserted in the Newspapers

of its intention to sel such Shares and a period of thre months has elapsed

since the date of such advertisement (or, if published more than once, the first

thereof);

(i)the Company has not at any time during the said periods of 12 years and thre

months received any indication of the existence of the holder of such Shares

or of a person entitled to such Shares by death, bankruptcy or operation of

law; and

(iv)the Company has notified the HK Stock Exchange of its intention of such

sale�

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(b) To give efect to any such sale the Board may authorise any person to transfer

the said Shares and the instrument of transfer signed or otherwise executed by

or on behalf of such person shal be as efective as if it had ben executed by

the registered holder or the person entitled by transmision to such Shares, and

the purchaser shal not be bound to se to the aplication of the purchase money

nor shal his title to the Shares be afected by any iregularity or invalidity in the

procedings relating to the sale� The net proceds of the sale wil belong to the

Company and upon receipt by the Company of such proceds it shal become

indebted to the former Shareholder for an amount equal to such net proceds�

Notwithstanding any entries made by the Company in any of its boks or otherwise

howsoever, no trusts shal be created in respect of such debt and no interest shal be

payable in respect of it and the Company shal not be required to acount for any

money earned from the net proceds which may be employed in the busines of the

Company or as it thinks fit� Any sale under this Article shal be valid and efective

notwithstanding that the Shareholder holding the Shares sold is dead, bankrupt,

wound up or otherwise under any legal disability or incapacity�

DESTRUCTION OF DOCUMENTS

194The Company may destroy:

Destruction of

documents

(a)any share certificate which has ben canceled at any time after the expiry of one

year from the date of such cancelation;

(b)any dividend mandate or any variation or cancelation thereof or any notification of

change of name or adres at any time after the expiry of two years from the date

on which such mandate, variation, cancelation or notification was recorded by the

Company;

(c)any instrument of transfer of Shares which has ben registered at any time after the

expiry of six years from the date of registration;

(d)any other document, on the basis of which any entry in the Register is made, at any

time after the expiry of six years from the date on which an entry in the Register

was first made in respect of it;

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and it shal conclusively be presumed in favour of the Company that every Share

certificate so destroyed was a valid certificate duly and properly canceled and that

every instrument of transfer so destroyed was a valid and efective instrument duly and

properly registered and that every other document destroyed hereunder was a valid and

efective document in acordance with the recorded particulars thereof in the boks or

records of the Company provided always that:

(i)the foregoing provisions of this Article shal aply only to the destruction of

a document in god faith and without expres notice to the Company that the

preservation of such document was relevant to a claim;

(i)nothing contained in this Article shal be construed as imposing upon the Company

any liability in respect of the destruction of any such document earlier than as

aforesaid or in any case where the conditions of proviso (i) above are not fulfiled;

and

(i)references in this Article to the destruction of any document include reference to

its disposal in any maner�

SUBSCRIPTION RIGHT RESERVE

195The folowing provisions shal have efect to the extent that they are not prohibited by

and are in compliance with the Companies Act:

(a)If, so long as any of the rights ataching to any warants isued by the Company

to subscribe for Shares shal remain exercisable, the Company does any act or

engages in any transaction which, as a result of any adjustments to the subscription

price in acordance with the provisions aplicable under the terms and conditions

of the warants, would reduce the subscription price to below the par value of a

Share, then the folowing provisions shal aply:

Subscription

right reserve

(i)as from the date of such act or transaction the Company shal establish and

thereafter (subject as provided in this Article) maintain in acordance with

the provisions of this Article a reserve (the “Subscription Right Reserve”)

the amount of which shal at no time be les than the sum which for the time

being would be required to be capitalised and aplied in paying up in ful the

nominal amount of the aditional Shares required to be isued and aloted

credited as fuly paid pursuant to sub-paragraph (i) below on the exercise in

ful of al the subscription rights outstanding and shal aply the Subscription

Right Reserve in paying up in ful the amount of the shortfal refered to in

sub-paragraph (i) in respect of such aditional Shares as and when the same

are aloted;

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(i)the Subscription Right Reserve shal not be used for any purpose other than

that specified above unles al other reserves of the Company (other than the

share premium acount) have ben extinguished and wil then only be used to

make god loses of the Company if and so far as is required by law;

(i)upon the exercise of al or any of the subscription rights represented by any

warant, the relevant subscription rights shal be exercisable in respect of

a nominal amount of Shares equal to the amount in cash which the holder

of such warant is required to pay on exercise of the subscription rights

represented thereby (or, as the case may be, the relevant portion thereof in

the event of a partial exercise of the subscription rights) and, in adition,

there shal be aloted in respect of such subscription rights to the exercising

warant holder, credited as fuly paid, such aditional nominal amount of

Shares as is equal to the shortfal betwen:

(A) the said amount in cash which the holder of such warant is required to

pay on exercise of the subscription rights represented thereby (or, as

the case may be, the relevant portion thereof in the event of a partial

exercise of the subscription rights); and

(B) the nominal amount of Shares in respect of which such subscription

rights would have ben exercisable having regard to the provisions of

the conditions of the warants, had it ben posible for such subscription

rights to represent the right to subscribe for Shares at les than par and

imediately upon such exercise so much of the sum standing to the

credit of the Subscription Right Reserve as is required to pay up in

ful such aditional nominal amount of Shares shal be capitalised and

aplied in paying up in ful such aditional nominal amount of Shares

which shal forthwith be aloted credited as fuly paid to the exercising

warant holder; and

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(iv)if upon the exercise of the subscription rights represented by any warant

the amount standing to the credit of the Subscription Right Reserve is not

suficient to pay up in ful such aditional nominal amount of Shares equal to

such shortfal as aforesaid to which the exercising warant holder is entitled,

the Board shal aply any profits or reserves then or thereafter becoming

available (including, to the extent permited or not prohibited by law, the

share premium acount) for such purpose until such aditional nominal

amount of Shares is paid up and aloted as aforesaid and until then no

Dividend or other distribution shal be paid or made on the fuly paid Shares

then in isue� Pending such payment up and alotment, the exercising warant

holder shal be isued by the Company with a certificate evidencing his right

to the alotment of such aditional nominal amount of Shares� The rights

represented by any such certificate shal be in registered form and shal be

transferable in whole or in part in units of one Share in the like maner as the

Shares for the time being are transferable, and the Company shal make such

arangements in relation to the maintenance of a register therefor and other

maters in relation thereto as the Board may think fit and adequate particulars

thereof shal be made known to each relevant exercising warant holder upon

the isue of such certificate�

(b)Shares aloted pursuant to the provisions of this Article shal rank pari pasu in

al respects with the other Shares aloted or which ought to be aloted on the

relevant exercise of the subscription rights represented by the warant concerned�

Notwithstanding anything contained in paragraph (a) of this Article, no fraction of

any Share shal be aloted on exercise of the subscription rights�

(c)The provisions of this Article as to the establishment and maintenance of the

Subscription Right Reserve shal not be altered or aded to in any way which

would vary or abrogate, or which would have the efect of varying or abrogating,

the provisions for the benefit of any warant holder or clas of warant holders

under this Article without the sanction of a Special Resolution of such warant

holder(s) or clas of warant holders�

(d)A certificate or report by the Auditors as to whether or not the Subscription Right

Reserve is required to be established and maintained and if so the amount thereof

so required to be established and maintained, as to the purpose for which the

Subscription Right Reserve has ben used, as to the extent to which it has ben

used to make god loses of the Company, as to the aditional nominal amount of

Shares required to be aloted to exercising warant holders credited as fuly paid,

and as to any other mater concerning the Subscription Right Reserve shal (in the

absence of manifest eror) be conclusive and binding upon the Company and al

warant holders and Shareholders�

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STOCK

196The folowing provisions shal have efect at any time and from time to time provided

that they are not prohibited by or inconsistent with the Companies Act:

(a)The Company may by Ordinary Resolution convert any fuly paid Shares into

stock, and may from time to time by like resolution reconvert any stock into fuly

paid Shares of any denomination�

(b)The holders of stock may transfer the same or any part thereof in the same maner,

and subject to the same regulations as and subject to which the Shares from which

the stock arose might prior to conversion have ben transfered or as near thereto

as circumstances admit, but the Board may from time to time, if it thinks fit, fix

the minimum amount of stock transferable and restrict or prohibit the transfer of

fractions of that minimum, but so that such minimum shal not exced the nominal

amount of the Shares from which the stock arose� No warants to bearer shal be

isued in respect of any stock�

(c)The holders of stock shal, acording to the amount of the stock held by them, have

the same rights, privileges and advantages as regards Dividends, participation in

asets on a winding up, voting at metings, and other maters, as if they held the

Shares from which the stock arose, but no such rights, privileges or advantages

(except participation in the Dividends and profits and in the asets on winding up

of the Company) shal be confered by an amount of stock which would not, if

existing in Shares, have confered such rights, privileges or advantages�

(d)Such of the provisions of these Articles as are aplicable to fuly paid Shares shal

aply to stock, and the words “Share” and “Shareholder” herein shal include

“stock” and “stockholder” and “Member”�

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