Exhibit 1.1
 
 AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION
 OF
 THE9 LIMITED
 
 The9 Limited




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AMENDED AND RESTATED ARTICLES OF ASSOCIATION
OF
THE9 LIMITED
 (Amended and Restated by Special Resolution dated December 16, 2008)
 INTERPRETATION
 1.
    
    In these Articles, unless otherwise defined, the defined terms shall have the meanings assigned
to them as follows:
 Articles
  Board
  Business Day
  Commission
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Companies Law
  Company
  Companys Website
  Directors Board of Directors Board
  electronic
  electronic communication
  in writing
  Member
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Memorandum of Association
  month
  Ordinary Resolution
  (a)
    
    passed by a simple majority of votes cast by such Members as, being entitled to do so,
vote in person or, in the case of any Member being an organization, by its duly authorized
representative or, where proxies are allowed, by proxy at a general meeting of the Company; or(b)
    
    approved in writing by all of the Members entitled to vote at a general meeting of the
Company in one or more instruments each signed by one or more of the Members and the effective date
of the resolution so adopted shall be the date on which the instrument, or the last of such
instruments if more than one, is executed;
 Ordinary Shares
  paid up
  Register of Members
  Seal
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Securities Act
  share
  shareholders
  signed
  Special Resolution
  Statutes
  year
  2.
    
    In these Articles, save where the context requires otherwise:
 (a)
    
    words importing the singular number shall include the plural number and vice versa;(b)
    
    words importing the masculine gender only shall include the feminine gender;(c)
    
    words importing persons only shall include companies or associations or bodies of
persons, whether corporate or not;(d)
    
    mayshall be construed as permissive and shallshall be construed as imperative;
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(e)
    
    a reference to a dollar or dollars (or $) is a reference to dollars of the United
States;(f)
    
    references to a statutory enactment shall include reference to any amendment or
re-enactment thereof for the time being in force; and(g)
    
    any phrase introduced by the terms including, include, in particular or any
similar expression shall be construed as illustrative and shall not limit the sense of the words
preceding those terms.
 3.
    
    Subject to the last two preceding Articles, any words defined in the Companies Law shall, if not
inconsistent with the subject or context, bear the same meaning in these Articles.
 PRELIMINARY
 4.
    
    The business of the Company may be commenced as soon after incorporation as the Directors see
fit, notwithstanding that only part of the shares may have been allotted or issued.5.
    
    The registered office of the Company shall be at such address in the Cayman Islands as the
Directors shall from time to time determine. The Company may in addition establish and maintain
such other offices and places of business and agencies in such places as the Directors may from
time to time determine.
 SHARE CAPITAL
 6.
    
    The authorized share capital of the Company at the date of adoption of these Articles is
US$1,000,000 divided into 100,000,000 shares of a nominal or par value of US$0.01 each with power
for the Company insofar as is permitted by law, to redeem or purchase any of its shares and to
increase or reduce the said capital subject to the provisions of the Companies Law and these
Articles and to issue any part of its capital, whether original, redeemed or increased with or
without any preference, priority or special privilege or subject to any postponement of rights or
to any conditions or restrictions and so that unless the conditions of issue shall otherwise
expressly declare every issue of shares whether declared to be preference or otherwise shall be
subject to the powers hereinbefore contained.
 ISSUE OF SHARES
 7.
    
    Subject to the provisions, if any, in that behalf in the Memorandum of Association and to any
direction that may be given by the Company in a general meeting, the Directors may allot, issue,
grant options over or otherwise dispose of shares of the Company (including fractions of a share)
with or without preferred, deferred or other special rights or restrictions, whether in regard to
dividend, voting, return of capital or otherwise and to such persons, at such times and on such
other terms as they think proper. The Company shall not issue shares in bearer form.
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REGISTER OF MEMBERS AND SHARE CERTIFICATES
 8.
    
    The Company shall maintain a Register of its Members and every person whose name is entered as a
member in the Register of Members shall, without payment, be entitled to a certificate within two
months after allotment or lodgement of transfer (or within such other period as the conditions of
issue shall provide) in the form determined by the Directors. All certificates shall specify the
share or shares held by that person and the amount paid up thereon, provided that in respect of a
share or shares held jointly by several persons the Company shall not be bound to issue more than
one certificate, and delivery of a certificate for a share to one of several joint holders shall be
sufficient delivery to all. All certificates for shares shall be delivered personally or sent
through the post addressed to the member entitled thereto at the Members registered address as
appearing in the register.
 9.
    
    Every share certificate of the Company shall bear legends required under the applicable laws,
including the Securities Act.10.
    
    Any two or more certificates representing shares of any one class held by any Member may at the
Members request be cancelled and a single new certificate for such shares issued in lieu on
payment (if the Directors shall so require) of US$1 or such smaller sum as the Directors shall
determine.11.
    
    If a share certificate shall be damaged or defaced or alleged to have been lost, stolen or
destroyed, a new certificate representing the same shares may be issued to the relevant member upon
request subject to delivery up of the old certificate or (if alleged to have been lost, stolen or
destroyed) compliance with such conditions as to evidence and indemnity and the payment of
out-of-pocket expenses of the Company in connection with the request as the Directors may think
fit.12.
    
    In the event that shares are held jointly by several persons, any request may be made by any
one of the joint holders and if so made shall be binding on all of the joint holders.
 TRANSFER OF SHARES
 13.
    
    The instrument of transfer of any share shall be in writing and executed by or on behalf of the
transferor and shall be accompanied by the certificate of the shares to which it relates and such
other evidence as the Directors may reasonably require to show the right of the transferor to make
the transfer. The transferor shall be deemed to remain a holder of the share until the name of the
transferee is entered in the Register of Members in respect thereof.14.
    
    All instruments of transfer that shall be registered shall be retained by the Company.
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REDEMPTION AND PURCHASE OF OWN SHARES
 15.
    
    Subject to the provisions of the Statutes and these Articles, the Company may:
 (a)
    
    issue shares on terms that they are to be redeemed or are liable to be redeemed at the
option of the Member or the Company on such terms and in such manner as the Board may, before the
issue of the shares, determine;(b)
    
    purchase its own shares (including any redeemable shares) provided that the Members
shall have approved the manner of purchase by Ordinary Resolution or the manner of purchase shall
be in accordance with the following Articles (this authorisation is in accordance with section
37(2) of the Companies Law or any modification or re-enactment thereof for the time being in
force); and(c)
    
    make a payment in respect of the redemption or purchase of its own shares in any manner
permitted by the Statutes, including out of capital.
 16.
    
    Purchase of shares listed on any securities exchange or other system on which shares of the
Company may be listed or otherwise authorized for trading from time to time (an Exchange): the
Company is authorised to purchase any share listed on such Exchange in accordance with the
following manner of purchase:
 (a)
    
    the maximum number of shares that may be repurchased shall be equal to the number of
issued and outstanding shares less one share; and(b)
    
    the repurchase shall be at such time, at such price and on such other terms as
determined and agreed by the Board in their sole discretion provided however that:
 (i)
    
    the repurchase shall be at such time, at such price and on such other terms as
determined and agreed by the Board in their sole discretion provided however that:(ii)
    
    at the time of the repurchase, the Company is able to pay its debts as they fall due in
the ordinary course of its business.
 17A.
    
    Purchase of shares not listed on an Exchange: the Company is authorised to purchase any shares
not listed on an Exchange in accordance with the following manner of purchase:
 (a)
    
    the Company shall serve a repurchase notice in a form approved by the Board on the
Member from whom the shares are to be repurchased at least two business days prior to the date
specified in the notice as being the repurchase date;(b)
    
    the price for the shares being repurchased shall be such price agreed between the Board
and the applicable Member;(c)
    
    the date of repurchase shall be the date specified in the repurchase notice; and(d)
    
    the repurchase shall be on such other terms as specified in the repurchase notice as
determined and agreed by the Board and the applicable Member in their sole discretion.
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17B.
    
    The purchase of any share shall not oblige the Company to purchase any other share other than
as may be required pursuant to applicable law and any other contractual obligations of the Company.18.
    
    The holder of the shares being purchased shall be bound to deliver up to the Company at its
registered office or such other place as the Board shall specify, the certificate(s) (if any)
thereof for cancellation and thereupon the Company shall pay to him the purchase or redemption
monies or consideration in respect thereof.
 VARIATION OF RIGHTS ATTACHING TO SHARES
 19.
    
    If at any time the share capital is divided into different classes of shares, the rights
attaching to any class (unless otherwise provided by the terms of issue of the shares of that
class) may, subject to these Articles, be varied or abrogated with the consent in writing of the
holders of a majority of the issued shares of that class, or with the sanction of a resolution passed by at least a majority of
the holders of shares of the class present in person or by proxy at a separate general meeting of
the holders of the shares of the class.20.
    
    The provisions of these Articles relating to general meetings shall apply to every such general
meeting of the holders of one class of shares except that the necessary quorum shall be one person
holding or representing by proxy at least one-third of the issued shares of the class and that any
holder of shares of the class present in person or by proxy may demand a poll.21.
    
    The rights conferred upon the holders of the shares of any class issued with preferred or other
rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that
class, be deemed to be varied by the creation or issue of further shares ranking pari passu
therewith.
 COMMISSION ON SALE OF SHARES
 22.
    
    The Company may in so far as the Statutes from time to time permit pay a commission to any
person in consideration of his subscribing or agreeing to subscribe whether absolutely or
conditionally for any shares of the Company. Such commissions may be satisfied by the payment of
cash or the lodgement of fully or partly paid-up shares or partly in one way and partly in the
other. The Company may also on any issue of shares pay such brokerage as may be lawful.
 NON-RECOGNITION OF TRUSTS
 23.
    
    No person shall be recognised by the Company as holding any share upon any trust and the
Company shall not be bound by or be compelled 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 (except only as is otherwise provided by these Articles or the
Statutes) any other rights in respect of any share except an absolute right to the entirety thereof
in the registered holder.
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LIEN ON SHARES
 24.
    
    The Company shall have a first and paramount lien and charge on all shares (whether fully
paid-up or not) registered in the name of a Member (whether solely or jointly with others) for all
debts, liabilities or engagements to or with the Company (whether presently payable or not) by such
Member or his estate, either alone or jointly with any other person, whether a Member or not, but
the Directors may at any time declare any share to be wholly or in part exempt from the provisions
of this Article. The registration of a transfer of any such share shall operate as a waiver of the
Companys lien (if any) thereon. The Companys lien (if any) on a share shall extend to all
dividends or other monies payable in respect thereof.25.
    
    The Company may sell, in such manner as the Directors think fit, any shares on which the
Company has a lien, but no sale shall be made unless some sum in respect of which the lien exists
is presently payable nor until the expiration of 14 days after a notice in writing, stating and
demanding payment of such part of the amount in respect of which the lien exists as is presently payable, has
been given to the registered holder for the time being of the share, or the persons entitled
thereto by reason of his death or bankruptcy.26.
    
    For giving effect to any such sale the Directors may authorise some person to transfer the
shares sold to the purchaser thereof. The purchaser shall be registered as the holder of the shares
comprised in any such transfer and he shall not be bound to see to the application of the purchase
money, nor shall his title to the shares be affected by any irregularity or invalidity in the
proceedings in reference to the sale.27.
    
    The proceeds of the sale shall be received by the Company and applied in payment of such part
of the amount in respect of which the lien exists as is presently payable, and the residue shall
(subject to a like lien for sums not presently payable as existed upon the shares prior to the
sale) be paid to the person entitled to the shares at the date of the sale.
 CALLS ON SHARES
 28.
    
    The Directors may from time to time make calls upon the Members in respect of any moneys unpaid
on their shares, and each member shall (subject to receiving at least 14 days notice specifying the
time or times of payment) pay to the Company at the time or times so specified the amount called on
his shares. A call shall be deemed to have been made at the time when the resolution of the
Directors authorising such call was passed.29.
    
    The joint holders of a share shall be jointly and severally liable to pay calls in respect
thereof.30.
    
    If a sum called in respect of a share is not paid before or on the day appointed for payment
thereof, the person from whom the sum is due shall pay interest upon the sum at the rate of eight
percent per annum from the day appointed for the payment thereof to the time of the actual payment,
but the Directors shall be at liberty to waive payment of that interest wholly or in part.
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31.
    
    The provisions of these Articles as to the liability of joint holders and as to payment of
interest shall apply in the case of non-payment of any sum which, by the terms of issue of a share,
becomes payable at a fixed time, whether on account of the amount of the share, or by way of
premium, as if the same had become payable by virtue of a call duly made and notified.
 32.
    
    The Directors may make arrangements on the issue of shares for a
difference between the Members, or the particular shares, in the
amount of calls to be paid and in the times of payment.33.
    
    The Directors may, if they think fit, receive from any member willing
to advance the same all or any part of the moneys uncalled and unpaid
upon any shares held by him, and upon all or any of the moneys so
advanced may (until the same would, but for such advance, become
presently payable) pay interest at such rate (not exceeding without
the sanction of an Ordinary Resolution, eight percent. per annum) as
may be agreed upon between the Member paying the sum in advance and
the Directors. No such sum paid in advance of calls shall entitle the
member paying such sum to any portion of a dividend declared in
respect of any period prior to the date upon which such sum would, but
for such payment, become presently payable.
 FORFEITURE OF SHARES
 34.
    
    If a Member fails to pay any call or instalment of a call on the day
appointed for payment thereof, the Directors may, at any time
thereafter during such time as any part of such call or instalment
remains unpaid, serve a notice on him requiring payment of such much
of the call or instalment as is unpaid, together with any interest
which may have accrued.35.
    
    The notice shall 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 shall state that in the
event of non-payment at or before the time appointed the shares in
respect of which the call was made will be liable to be forfeited.36.
    
    If the requirements of any such notice as aforesaid are not complied
with, any share in respect of which the notice has been given may at
any time thereafter, before the payment required by notice has been
made, be forfeited by a resolution of the Directors to that effect.37.
    
    A forfeited share may be sold or otherwise disposed of on such terms
and in such manner as the Directors think fit, and at any time before
a sale or disposition the forfeiture may be cancelled on such terms as
the Directors think fit.38.
    
    A person whose shares have been forfeited shall cease to be a Member
in respect of the forfeited shares, but shall, notwithstanding, remain
liable to pay to the Company all moneys which at the date of
forfeiture were payable by him to the Company in respect of the
 shares, but his liability shall cease if and when the Company receives
payment in full of the fully paid up amount of the shares.
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39.
    
    A statutory declaration in writing that the declarant is a Director of
the Company, and that a share in the Company has been duly forfeited
on a date stated in the declaration, shall be conclusive evidence of
the facts therein stated as against all persons claiming to be
entitled to the share. The Company may receive the consideration, if
any, given for the share or any sale or disposition thereof and may
execute a transfer of the share in favour of the person to whom the
share is sold or disposed of and he shall thereupon be registered as
the holder of the share, and shall not be bound to see to the
application of the purchase money, if any, nor shall his title to the
share be affected by any irregularity or invalidity in the proceedings
in reference to the forfeiture, sale or disposal of the share.40.
    
    The provisions of these Articles as to forfeiture shall apply in the
case of non-payment of any sum which by the terms of issue of a share
becomes due and payable, whether on account of the amount of the
share, or by way of premium, as if the same had been payable by virtue
of a call duly made and notified.
 REGISTRATION OF EMPOWERING INSTRUMENTS
 41.
    
    The Company shall be entitled to charge a fee not exceeding one dollar
(US$1.00) on the registration of every probate, letters of
administration, certificate of death or marriage, power of attorney,
notice in lieu of distringas, or other instrument.
 TRANSMISSION OF SHARES
 42.
    
    The legal personal representative of a deceased sole holder of a share
shall be the only person recognised by the Company as having any title
to the share. In the case of a share registered in the name of two or
more holders, the survivors or survivor, or the legal personal
representatives of the deceased survivor, shall be the only person
recognised by the Company as having any title to the share.43.
    
    Any person becoming entitled to a share in consequence of the death or
bankruptcy of a Member shall upon such evidence being produced as may
from time to time be properly required by the Directors, have the
right either to be registered as a member in respect of the share or,
instead of being registered himself, to make such transfer of the
share as the deceased or bankrupt person could have made. If the
person so becoming entitled shall elect to be registered himself as
holder he shall deliver or send to the Company a notice in writing
signed by him stating that he so elects.44.
    
    A person becoming entitled to a share by reason of the death or
bankruptcy of the holder shall be entitled to the same dividends and
other advantages to which he would be entitled if he were the
registered holder of the share, except that he shall not, before being
registered as a Member in respect of the share, be entitled in respect
of it to exercise any right conferred by membership in relation to
meetings of the Company, provided however, that the Directors may at
any time give notice requiring any such person to elect either to be
registered himself or to transfer the share, and if the notice is not
complied with within ninety days, the Directors may thereafter
withhold payment of all dividends, bonuses or other monies payable in
respect of the share until the requirements of the notice have been
complied with.
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ALTERATION OF CAPITAL
 45.
    
    Subject to these Articles, the Company may from time to time by
Ordinary Resolution increase the share capital by such sum, to be
divided into shares of such classes and amount, as the resolution
shall prescribe.46.
    
    Subject to these Articles, the Company may by Ordinary Resolution:
 (a)
    
    consolidate and divide all or any of its share capital into shares of
larger amount than its existing shares;(b)
    
    sub-divide its existing shares, or any of them into shares of a
smaller amount provided that in the subdivision the proportion between
the amount paid and the amount, if any unpaid on each reduced share
shall be the same as it was in case of the share from which the
reduced share is derived;(c)
    
    cancel any shares which, at the date of the passing of the resolution,
have not been taken or agreed to be taken by any person and diminish
the amount of its share capital by the amount of the shares so
cancelled.
 47.
    
    The Company may by Special Resolution reduce its share capital and any
capital redemption reserve in any manner authorized by law.48.
    
    All new shares created hereunder shall be subject to the same
provisions with reference to the payment of calls, liens, transfer,
transmission, forfeiture and otherwise as the shares in the original
share capital.
 CLOSING REGISTER OF MEMBERS OR FIXING RECORD DATE
 49.
    
    For the purpose of determining those Members that are entitled to
receive notice of, attend or vote at any meeting of Members or any
adjournment thereof, or those Members that are entitled to receive
payment of any dividend, or in order to make a determination as to who
is a Member for any other purpose, the Directors may provide that the
Register of Members shall be closed for transfers for a stated period
but not to exceed in any case 40 days. If the Register of Members
shall be so closed for the purpose of determining those Members that
are entitled to receive notice of, attend or vote at a meeting of
Members such register shall be so closed for at least 10 days
immediately preceding such meeting and the record date for such
determination shall be the date of the closure of the Register of
Members.
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50.
    
    In lieu of or apart from closing the Register of Members, the
Directors may fix in advance a date as the record date for any such
determination of those Members that are entitled to receive notice of,
attend or vote at a meeting of the Members and for the purpose of
determining those Members that are entitled to receive payment of any
dividend the Directors may, at or within 90 days prior to the date of
declaration of such dividend fix a subsequent date as the record date
of such determination.51.
    
    If the Register of Members is not so closed and no record date is
fixed for the determination of those Members entitled to receive
notice of, attend or vote at a meeting of Members or those Members
that are entitled to receive payment of a dividend, the date on which
notice of the meeting is posted or the date on which the resolution of
the Directors declaring such dividend is adopted, as the case may be,
shall be the record date for such determination of Members. When a
determination of those Members that are entitled to receive notice of,
attend or vote at a meeting of Members has been made as provided in
this section, such determination shall apply to any adjournment
thereof.
 GENERAL MEETINGS
 52.
    
    All general meetings other than annual general meetings shall be
called extraordinary general meetings.
 53.
    (a)
    The Company shall, if required by the Companies Law,
in each year hold a general meeting as its annual
general meeting and shall specify the meeting as such
in the notices calling it. The annual general meeting
shall be held at such time and place as may be
determined by the Directors.
 (b)
    
    At these meetings the report of the Directors (if any) shall be presented.(c)
    
    The Company may hold an annual general meeting but shall not (unless
required by the Companies Law) be obliged to hold an annual general
meeting.
 54.
    (a)
    The Directors may call general meetings, and they
shall on a Members requisition forthwith proceed to
convene an extraordinary general meeting of the
Company.
 (b)
    
    A Members requisition is a requisition of Members of the Company
holding at the date of deposit of the requisition not less than 33% of
the share capital of the Company as at that date carries the right of
voting at general meetings of the Company.(c)
    
    The requisition must state the objects of the meeting and must be
signed by the requisitionists and deposited at the Registered Office,
and may consist of several documents in like form each signed by one
or more requisitionists.
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(d)
    
    If the Directors do not within twenty one days from the date of the
deposit of the requisition duly proceed to convene a general meeting
to be held within a further twenty-one days, the requisitionists, or
any of them representing more than one half of the total voting rights
of all of them, may themselves convene a general meeting, but any
meeting so convened shall not be held after the expiration of three
months after the expiration of the second said twenty one days.
 (e)
    
    A general meeting convened as aforesaid by requisitionists shall be
convened in the same manner as nearly as possible as that in which
general meetings are to be convened by Directors.
 NOTICE OF GENERAL MEETINGS
 55.
    
    At least seven business days notice shall be given for any general
meeting. Every notice shall be exclusive of the day on which it is
given or deemed to be given and of the day for which it is given and
shall specify the place, the day and the hour of the meeting and the
general nature of the business and shall be given in the manner
hereinafter mentioned or in such other manner if any as may be
prescribed by the Company, provided that a general meeting of the
Company shall, whether or not the notice specified in this regulation
has been given and whether or not the provisions of Articles regarding
general meetings have been complied with, be deemed to have been duly
convened if it is so agreed:
 (a)
    
    in the case of an annual general meeting by all the Members (or their
proxies) entitled to attend and vote thereat; and(b)
    
    in the case of an extraordinary general meeting by a majority in
number of the Members (or their proxies) having a right to attend and
vote at the meeting, being a majority together holding not less than
ninety five per cent in par value of the shares giving that right.
 56.
    
    The accidental omission to give notice of a meeting to or the
non-receipt of a notice of a meeting by any Member shall not
invalidate the proceedings at any meeting.
 PROCEEDINGS AT GENERAL MEETINGS
 57.
    
    No business shall be transacted at any general meeting unless a quorum
of Members is present at the time when the meeting proceeds to
business. The holders of Ordinary Shares being not less than an
aggregate of one-third of all Ordinary Shares in issue present in
person or by proxy and entitled to vote shall be a quorum for all
purposes. A person may participate at a general meeting by conference
telephone or other communications equipment by means of which all the
persons participating in the meeting can communicate with each other.
Participation by a person in a general meeting in this manner is
treated as presence in person at that meeting.58.
    
    If within half an hour from the time appointed for the meeting a
quorum is not present, the meeting, if convened upon the requisition
of Members, shall be dissolved. In any other case it shall stand
adjourned to the same day in the next week, at the same time and
place, and if at the adjourned meeting a quorum is not present within
half an hour from the time appointed for the meeting the Member or
Members present and entitled to vote shall be a quorum.
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59.
    
    The Chairman of the Board of Directors shall preside as chairman at
every general meeting of the Company.60.
    
    If at any meeting the Chairman of the Board of Directors is not
present within fifteen minutes after the time appointed for holding
the meeting or is unwilling to act as chairman, the Members present
shall choose a chairman of the meeting.61.
    
    The Chairman may with the consent of any meeting at which a quorum is
present (and shall if so directed by the meeting) adjourn a meeting
from time to time and from place to place, but no business shall be
transacted at any adjourned meeting other than the business left
unfinished at the meeting from which the adjournment took place. When
a meeting is adjourned for 10 days or more, not less than seven
business days notice of the adjourned meeting shall be given as in
the case of an original meeting. Save as aforesaid it shall not be
necessary to give any notice of an adjournment or of the business to
be transacted at an adjourned meeting.62.
    
    At any general meeting a resolution put to the vote of the meeting
shall be decided on a show of hands, unless a poll is (before or on
the declaration of the result of the show of hands) demanded by one or
more Members present in person or by proxy entitled to vote and who
together hold not less than 10 per cent of the paid up voting share
capital of the Company, and unless a poll is so demanded, a
declaration by the chairman that a resolution has, on a show of hands,
been carried, or carried unanimously, or by a particular majority, or
lost, and an entry to that effect in the book of the proceedings of
the Company, shall be conclusive evidence of the fact, without proof
of the number or proportion of the votes recorded in favour of, or
against, that resolution.63.
    
    If a poll is duly demanded it shall be taken in such manner as the
chairman directs, and the result of the poll shall be deemed to be the
resolution of the meeting at which the poll was demanded. The demand
for a poll may be withdrawn.64.
    
    In the case of an equality of votes, whether on a show of hands or on
a poll, the chairman of the meeting at which the show of hands takes
place or at which the poll is demanded, shall not be entitled to a
second or casting vote.65.
    
    A poll demanded on the election of a chairman or on a question of
adjournment shall be taken forthwith. A poll demanded on any other
question shall be taken at such time as the chairman of the meeting
directs.
 VOTES OF MEMBERS
 66.
    
    Subject to any rights and restrictions for the time being attached to
any class or classes of shares, every Member present in person and
every person representing a Member by proxy at a general meeting of
the Company shall have one vote for each share registered in his name
in the Register of Members.
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67.
    
    In the case of joint holders the vote of the senior who tenders a vote
whether in person or by proxy shall be accepted to the exclusion of
the votes of the joint holders and for this purpose seniority shall be
determined by the order in which the names stand in the Register of
Members.68.
    
    A Member of unsound mind, or in respect of whom an order has been made
by any court having jurisdiction in lunacy, may vote, whether on a
show of hands or on a poll, by his committee, or other person in the
nature of a committee appointed by that court, and any such committee
or other person, may on a poll, vote by proxy.69.
    
    No Member shall be entitled to vote at any general meeting unless all
calls or other sums presently payable by him in respect of shares in
the Company have been paid.70.
    
    On a poll, votes may be given either personally or by proxy.71.
    
    The instrument appointing a proxy shall be in writing under the hand
of the appointor or of his attorney duly authorized in writing or, if
the appointor is a corporation, either under seal or under the hand of
an officer or attorney duly authorized. A proxy need not be a Member
of the Company.72.
    
    An instrument appointing a proxy may be in any usual or common form or
such other form as the Directors may approve.73.
    
    The instrument appointing a proxy shall be deemed to confer authority
to demand or join in demanding a poll.74.
    
    A resolution in writing signed by all the Members for the time being
entitled to receive notice of and to attend and vote at general
meetings (or being corporations by their duly authorized
representatives) shall be as valid and effective as if the same had
been passed at a general meeting of the Company duly convened and
held.
 CORPORATIONS ACTING BY REPRESENTATIVES AT MEETING
 75.
    
    Any corporation which is a Member or a Director may by resolution of
its directors or other governing body authorise such person as it
thinks fit to act as its representative at any meeting of the Company
or of any class of Members or of the Board of Directors or of a
committee of Directors, and the person so authorized shall be entitled
to exercise the same powers on behalf of the corporation which he
represents as that corporation could exercise if it were an individual
Member or Director.
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CLEARING HOUSES
 76.
    
    If a clearing house (or its nominee) is a member of the Company it
may, by resolution of its directors or other governing body or by
power of attorney, authorise such person or persons as it thinks fit
to act as its representative or representatives at any general meeting
of the Company or at any general meeting of any class of members of
the Company provided that, if more than one person is so authorized,
the authorisation shall specify the number and class of shares in
respect of which each such person is so authorized. A person so
authorized pursuant to this provision shall be entitled to exercise
the same powers on behalf of the clearing house (or its nominee) which
he represents as that clearing house (or its nominee) could exercise
if it were an individual member of the Company holding the number and
class of shares specified in such authorisation.
 DIRECTORS
 77.
    (A)
    Unless otherwise determined by the Company in general
meeting, the number of Directors shall not be more than nine
Directors, the exact number of Directors to be determined from
time to time solely by resolution of Members at general meeting.
The Directors shall be elected or appointed in the first place by
the subscribers to the Memorandum of Association or by a majority
of them and thereafter by the Members at general meeting.
 (B)
    
    The Directors shall be divided into three classes, designated Class I,
Class II and Class III. All classes shall be as nearly equal in number
as possible. Each Directors class designation shall be approved by
2/3 of the affirmative votes of Directors present at the meeting of
the Board of Directors.
  (a)
    
    the Class I Directors shall hold office until the earlier of July 31,
2005 or the date by which the Company is required under applicable law
or the Nasdaq corporate governance rules to appoint three independent
directors;(b)
    
    the Class II Directors shall hold office until the date of the annual
general meeting of shareholders in 2006 or until their successors
shall be elected and qualified; and(c)
    
    the Class III Directors shall hold office until the date of the annual
general meeting or shareholders in 2007 or until their successors
shall be elected and qualified.
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(C)
    
    The Board of Directors shall have a Chairman of the Board of Directors
(the Chairman) elected and appointed by a majority of the Directors
then in office. The Directors may also elect a Vice-Chairman of the
Board of Directors (the Vice-Chairman). The Chairman shall preside
as chairman at every meeting of the Board of Directors. To the extent
the Chairman is not present at a meeting of the Board of Directors,
the Vice-Chairman, or in his absence, the attending Directors may
choose one Director to be the chairman of the meeting. The Chairmans
voting right as to the matters to be decided by the Board of Directors
shall be the same as other Directors.(D)
    
    Subject to these Articles and the Companies Law, the Company may by
Ordinary Resolution elect any person to be a Director either to fill a
casual vacancy on the Board or as an addition to the existing Board.(E)
    
    The Directors by the affirmative vote of a simple majority of the
remaining Directors present and voting at a Board meeting shall have
the power from time to time and at any time to appoint any person as a
Director to fill a casual vacancy on the Board or as an addition to
the existing Board.
 78.
    
    Subject to Article 77, a Director may be removed from office by
Ordinary Resolution at any time before the expiration of his term
notwithstanding anything in these Articles or in any agreement between
the Company and such Director (but without prejudice to any claim for
damages under such agreement).79.
    
    A vacancy on the Board created by the removal of a Director under the
provisions of Article78 above may be filled by the election or
appointment by Ordinary Resolution at the meeting at which such
Director is removed or by the affirmative vote of a simple majority of
the remaining Directors present and voting at a Board meeting.80.
    
    The Board may, from time to time, and except as required by applicable
law or the listing rules of the recognized stock exchange or automated
quotation system where the Companys securities are traded, adopt,
institute, amend, modify or revoke the corporate governance policies
or initiatives, which shall be intended to set forth the policies of
the Company and the Board on various corporate governance related
matters as the Board shall determine by resolution from time to time.81.
    
    A Director shall not be required to hold any shares in the Company by
way of qualification. A Director who is not a member of the Company
shall nevertheless be entitled to receive notice of and to attend and
speak at general meetings of the Company and all classes of shares of
the Company.
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DIRECTORS FEES AND EXPENSES
 82.
    
    The Directors shall receive such remuneration as the Board may from
time to time determine. Each Director shall be entitled to be repaid
or prepaid all travelling, hotel and incidental expenses reasonably
incurred or expected to be incurred by him in attending meetings of
the Board or committees of the Board or general meetings or separate
meetings of any class of shares or of debentures of the Company or
otherwise in connection with the discharge of his duties as a
Director.83.
    
    Any Director who, by request, goes or resides abroad for any purpose
of the Company or who performs services which in the opinion of the
Board go beyond the ordinary duties of a Director may be paid such
extra remuneration (whether by way of salary, commission,
participation in profits or otherwise) as the Board may determine and
such extra remuneration shall be in addition to or in substitution for
any ordinary remuneration provided for by or pursuant to any other
Article.
 ALTERNATE DIRECTOR
 84.
    
    Any Director may in writing appoint another person to be his alternate
to act in his place at any meeting of the Directors at which he is
unable to be present. Every such alternate shall be entitled to notice
of meetings of the Directors and to attend and vote thereat as a
Director when the person appointing him is not personally present and
where he is a Director to have a separate vote on behalf of the
Director he is representing in addition to his own vote. A Director
may at any time in writing revoke the appointment of an alternate
appointed by him. Such alternate shall not be an officer of the
Company and shall be deemed to be the agent of the Director appointing
him.85.
    
    Any Director may appoint any person, whether or not a Director, to be
the proxy of that Director to attend and vote on his behalf, in
accordance with instructions given by that Director, or in the absence
of such instructions at the discretion of the proxy, at a meeting or
meetings of the Directors which that Director is unable to attend
personally. The instrument appointing the proxy shall be in writing
under the hand of the appointing Director and shall be in any usual or
common form or such other form as the Directors may approve, and must
be lodged with the chairman of the meeting of the Directors at which
such proxy is to be used, or first used, prior to the commencement of
the meeting.
 POWERS AND DUTIES OF DIRECTORS
 86.
    
    Subject to the provisions of the Companies Law, these Articles and to
any resolutions made in a general meeting, the business of the Company
shall be managed by the Directors, who may pay all expenses incurred
in setting up and registering the Company and may exercise all powers
of the Company. No resolution made by the Company in a general meeting
shall invalidate any prior act of the Directors that would have been
valid if that resolution had not been made.
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87.
    
    Subject to these Articles, the Directors may from time to time appoint
any person, whether or not a director of the Company to hold such
office in the Company as the Directors may think necessary for the
administration of the Company, including without prejudice to the
foregoing generality, the office of the Chief Executive Officer, one
or more Vice Presidents, Chief Financial Officer, Manager or
Controller, and for such term and at such remuneration (whether by way
of salary or commission or participation in profits or partly in one
way and partly in another), and with such powers and duties as the
Directors may think fit. The Directors may also appoint one or more of
their number to the office of Managing Director upon like terms, but
any such appointment shall ipso facto determine if any Managing
Director ceases from any cause to be a Director, or if the Company by
Ordinary Resolution resolves that his tenure of office be terminated.88.
    
    The Directors may delegate any of their powers to committees
consisting of such member or members of their body as they think fit;
any committee so formed shall in the exercise of the powers so
delegated conform to any regulations that may be imposed on it by the
Directors.89.
    
    The Directors may from time to time and at any time by power of
attorney appoint any company, firm or person or body of persons,
whether nominated directly or indirectly by the Directors, to be the
attorney or attorneys of the Company for such purposes and with such
powers, authorities and discretion (not exceeding those vested in or
exercisable by the Directors under these Articles) and for such period
and subject to such conditions as they may think fit, and any such
power of attorney may contain such provisions for the protection and
convenience of persons dealing with any such attorney as the Directors
may think fit, and may also authorise any such attorney to delegate
all or any of the powers, authorities and discretion vested in him.90.
    
    The Directors may from time to time provide for the management of the
affairs of the Company in such manner as they shall think fit and the
provisions contained in the following paragraphs shall be without
prejudice to the general powers conferred by this paragraph.91.
    
    The Directors from time to time and at any time may establish any
committees, local boards or agencies for managing any of the affairs
of the Company and may appoint any persons to be members of such
committees or local boards and may appoint any managers or agents of
the Company and may fix the remuneration of any of the aforesaid.92.
    
    The Directors from time to time and at any time may delegate to any
such committee, local board, manager or agent any of the powers,
authorities and discretions for the time being vested in the Directors
and may authorise the members for the time being of any such local
board, or any of them to fill up any vacancies therein and to act
notwithstanding vacancies and any such appointment or delegation may
be made on such terms and subject to such conditions as the Directors
may think fit and the Directors may at any time remove any person so
appointed and may annul or vary any such delegation, but no person
dealing in good faith and without notice of any such annulment or
variation shall be affected thereby.93.
    
    Any such delegates as aforesaid may be authorized by the Directors to
subdelegate all or any of the powers, authorities, and discretions for
the time being vested to them.94.
    
    The Directors may exercise all the powers of the Company to borrow
money and to mortgage or charge its undertaking, property and uncalled
capital or any part thereof, to issue debentures, debenture stock and
other securities whenever money is borrowed or as security for any
debt, liability or obligation of the Company or of any third party.
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##### 



DISQUALIFICATION OF DIRECTORS
 95.
    
    Subject to Article 77, the office of Director shall be vacated, if the Director:
 (a)
    
    becomes bankrupt or makes any arrangement or composition with his creditors;(b)
    
    is found to be or becomes of unsound mind;(c)
    
    resigns his office by notice in writing to the Company;(d)
    
    without special leave of absence from the Board, is absent from
meetings of the Board for six consecutive months and the Board
resolves that his office be vacated; or(e)
    
    if he or she shall be removed from office pursuant to these Articles or the Statutes.
 PROCEEDINGS OF DIRECTORS
 96.
    
    Subject to Article 77, the Directors may meet together (whether within
or outside the Cayman Islands) for the dispatch of business, adjourn,
and otherwise regulate their meetings and proceedings as they think
fit. Questions arising at any meeting of the Directors shall be
decided by a majority of votes. In case of an equality of votes the
chairman shall not have a second or casting vote. A Director may at
any time summon a meeting of the Directors by at least two days
notice in writing to every other Director and alternate Director.97.
    
    A Director or Directors may participate in any meeting of the Board of
Directors, or of any committee appointed by the Board of Directors of
which such Director or Directors are members, by means of telephone or
similar communication equipment by way of which all persons
participating in such meeting can hear each other and such
participation shall be deemed to constitute presence in person at the
meeting.98.
    
    The quorum necessary for the transaction of the business of the
Directors may be fixed by the Directors and unless so fixed shall be
three, provided that a Director and his appointed alternate Director
shall be considered only one person for this purpose. A meeting of the
Directors at which a quorum is present when the meeting proceeds to
business shall be competent to exercise all powers and discretions for
the time being exercisable by the Directors. A meeting of the
Directors may be held by means of telephone or teleconferencing or any
other telecommunications facility provided that all participants are
thereby able to communicate immediately by voice with all other
participants.
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##### 



99.
    
    Subject to Article 77, a Director who is in any way, whether directly
or indirectly, interested in a contract or proposed contract with the
Company shall declare the nature of his interest at a meeting of the
Directors. A general notice given to the Directors by any Director to
the effect that he is a member of any specified company or firm and is
to be regarded as interested in any contract which may thereafter be
made with that company or firm shall be deemed a sufficient
declaration of interest in regard to any contract so made. A Director
may vote in respect of any contract or proposed contract or
arrangement notwithstanding that he may be interested therein and if
he does so his vote shall be counted and he may be counted in the
quorum at any meeting of the Directors at which any such contract or
proposed contract or arrangement shall come before the meeting for
consideration.100.
    
    A Director may hold any other office or place of profit under the
Company (other than the office of auditor) in conjunction with his
office of Director for such period and on such terms (as to
remuneration and otherwise) as the Directors may determine and no
Director or intending Director shall be disqualified by his office
from contracting with the Company either with regard to his tenure of
any such other office or place of profit or as vendor, purchaser or
otherwise, nor shall any such contract or arrangement entered into by
or on behalf of the Company in which any Director is in any way
interested, be liable to be avoided, nor shall any Director so
contracting or being so interested be liable to account to the
Company for any profit realised by any such contract or arrangement
by reason of such Director holding that office or of the fiduciary
relation thereby established. A Director, notwithstanding his
interest, may be counted in the quorum present at any meeting whereat
he or any other Director is appointed to hold any such office or
place of profit under the Company or whereat the terms of any such
appointment are arranged and he may vote on any such appointment or
arrangement.101.
    
    Any Director may act by himself or his firm in a professional
capacity for the Company, and he or his firm shall be entitled to
remuneration for professional services as if he were not a Director;
provided that nothing herein contained shall authorise a Director or
his firm to act as auditor to the Company.102.
    
    The Directors shall cause minutes to be made in books or loose-leaf
folders provided for the purpose of recording:
 (a)
    
    all appointments of officers made by the Directors;(b)
    
    the names of the Directors present at each meeting of the Directors
and of any committee of the Directors; and(c)
    
    all resolutions and proceedings at all meetings of the Company, and of
the Directors and of committees of Directors.
 103.
    
    When the chairman of a meeting of the Directors signs the minutes of
such meeting the same shall be deemed to have been duly held
notwithstanding that all the Directors have not actually come
together or that there may have been a technical defect in the
proceedings.
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104.
    
    A resolution signed by all the Directors shall be as valid and
effectual as if it had been passed at a meeting of the Directors duly
called and constituted. When signed a resolution may consist of
several documents each signed by one or more of the Directors.105.
    
    The 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 necessary quorum of
Directors, the continuing Directors may act for the purpose of
increasing the number, or of summoning a general meeting of the
Company, but for no other purpose.106.
    
    The Directors shall elect a chairman of their meetings and determine
the period for which he is to hold office but if at any meeting the
chairman is not present within fifteen minutes after the time
appointed for holding the same, the Directors present may choose one
of their number to be chairman of the meeting.107.
    
    A committee appointed by the Directors may elect a chairman of its
meetings. If no such chairman is elected, or if at any meeting the
chairman is not present within five minutes after the time appointed
for holding the same, the members present may choose one of their
number to be chairman of the meeting.108.
    
    A committee appointed by the Directors may meet and adjourn as it
thinks proper. Questions arising at any meeting shall be determined
by a majority of votes of the committee members present and in case
of an equality of votes the chairman shall have a second or casting
vote.109.
    
    All acts done by any meeting of the Directors or of a committee of
Directors, or by any person acting as a Director, shall
notwithstanding that it be afterwards discovered that there was some
defect in the appointment of any such Director or person acting as
aforesaid, or that they or any of them were disqualified, be as valid
as if every such person had been duly appointed and was qualified to
be a Director.
 PRESUMPTION OF ASSENT
 110.
    
    A Director of the Company who is present at a meeting of the Board of
Directors at which action on any Company matter is taken shall be
presumed to have assented to the action taken unless his dissent
shall be entered in the Minutes of the meeting or unless he shall
file his written dissent from such action with the person acting as
the Chairman or Secretary of the meeting before the adjournment
thereof or shall forward such dissent by registered post to such
person immediately after the adjournment of the meeting. Such right
to dissent shall not apply to a Director who voted in favour of such
action.
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DIVIDENDS, DISTRIBUTIONS AND RESERVE
 111.
    
    Subject to any rights and restrictions for the time being attached to
any class or classes of shares and these Articles, the Directors may
from time to time declare dividends (including interim dividends) and
other distributions on shares in issue and authorise payment of the
same out of the funds of the Company lawfully available therefor.112.
    
    Subject to any rights and restrictions for the time being attached to
any class or classes of shares and these Articles, the Company by
Ordinary Resolution may declare dividends, but no dividend shall
exceed the amount recommended by the Directors.113.
    
    The Directors may, before recommending or declaring any dividend, set
aside out of the funds legally available for distribution such sums
as they think proper as a reserve or reserves which shall, at the
discretion of the Directors be applicable for meeting contingencies,
or for equalising dividends or for any other purpose to which those
funds be properly applied and pending such application may, at the
like discretion, either be employed in the business of the Company or
be invested in such investments (other than shares of the Company) as
the Directors may from time to time think fit.114.
    
    Any dividend may be paid by cheque or warrant sent through the post
to the registered address of the Member or person entitled thereto,
or in the case of joint holders, to any one of such joint holders at
his registered address or to such person and such address as the
Member or person entitled, or such joint holders as the case may be,
may direct. Every such cheque or warrant shall be made payable to the
order of the person to whom it is sent or to the order of such other
person as the Member or person entitled, or such joint holders as the
case may be, may direct.115.
    
    The Directors when paying dividends to the Members in accordance with
the foregoing provisions may make such payment either in cash or in
specie.116.
    
    No dividend shall be paid otherwise than out of profits or, subject
to the restrictions of the Companies Law, the share premium account.117.
    
    Subject to the rights of persons, if any, entitled to shares with
special rights as to dividends, all dividends shall be declared and
paid according to the amounts paid or credited as fully paid on the
 shares, but if and so long as nothing is paid up on any of the shares
in the Company dividends may be declared and paid according to the
amounts of the shares. No amount paid on a share in advance of calls
shall, while carrying interest, be treated for the purposes of this
Article as paid on the share.118.
    
    If several persons are registered as joint holders of any share, any
of them may give effectual receipts for any dividend or other moneys
payable on or in respect of the share.119.
    
    No dividend shall bear interest against the Company.
 BOOK OF ACCOUNTS
 120.
    
    The books of account relating to the Companys affairs shall be kept
in such manner as may be determined from time to time by the
Directors.
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121.
    
    The books of account shall be kept at the registered office of the
Company, or at such other place or places as the Directors think fit,
and shall always be open to the inspection of the Directors.122.
    
    The Directors shall from time to time determine whether and to what
extent and at what times and places and under what conditions or
regulations the accounts and books of the Company or any of them
shall be open to the inspection of Members not being Directors, and
no Member (not being a Director) shall have any right of inspecting
any account or book or document of the Company except as conferred by
law or authorized by the Directors or by the Company by Ordinary
Resolution.123.
    
    The accounts relating to the Companys affairs shall be audited in
such manner and with such financial year end as may be determined
from time to time by the Company by Ordinary Resolution or failing
any such determination by the Directors or failing any determination
as aforesaid shall not be audited.
 ANNUAL RETURNS AND FILINGS
 124.
    
    The Board shall make the requisite annual returns and any other
requisite filings in accordance with the Companies Law.
 AUDIT
 125.
    
    The Directors may appoint an Auditor of the Company who shall hold
office until removed from office by a resolution of the Directors and
may fix his or their remuneration.126.
    
    Every Auditor of the Company shall have a right of access at all
times to the books and accounts and vouchers of the Company and shall
be entitled to require from the Directors and Officers of the Company
such information and explanation as may be necessary for the
performance of the duties of the auditors.127.
    
    Auditors shall, if so required by the Directors, make a report on the
accounts of the Company during their tenure of office at the next
annual general meeting following their appointment in the case of a
company which is registered with the Registrar of Companies as an
ordinary company, and at the next special meeting following their
appointment in the case of a company which is registered with the
Registrar of Companies as an exempted company, and at any time during
their term of office, upon request of the Directors or any general
meeting of the Members.
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##### 



THE SEAL
 128.
    
    The Seal of the Company shall not be affixed to any instrument except
by the authority of a resolution of the Board of Directors provided
always that such authority may be given prior to or after the
affixing of the Seal and if given after may be in general form
confirming a number of affixings of the Seal. The Seal shall be
affixed in the presence of any one or more persons as the Directors
may appoint for the purpose and every person as aforesaid shall sign
every instrument to which the Seal of the Company is so affixed in
their presence.129.
    
    The Company may maintain a facsimile of its Seal in such countries or
places as the Directors may appoint and such facsimile Seal shall not
be affixed to any instrument except by the authority of a resolution
of the Board of Directors provided always that such authority may be
given prior to or after the affixing of such facsimile Seal and if
given after may be in general form confirming a number of affixings
of such facsimile Seal. The facsimile Seal shall be affixed in the
presence of such person or persons as the Directors shall for this
purpose appoint and such person or persons as aforesaid shall sign
every instrument to which the facsimile Seal of the Company is so
affixed in their presence of and the instrument signed by a Director
or the Secretary (or an Assistant Secretary) of the Company or in the
presence of any one or more persons as the Directors may appoint for
the purpose.130.
    
    Notwithstanding the foregoing, a Director shall have the authority to
affix the Seal, or the facsimile Seal, to any instrument for the
purposes of attesting authenticity of the matter contained therein
but which does not create any obligation binding on the Company.
 OFFICERS
 131.
    
    Subject to Article 87, the Company may have a Chief Executive
Officer, Chief Technology Officer, Chief Operating Officer and Chief
Financial Officer, one or more Vice Presidents appointed by the
Directors. The Directors may also from time to time appoint such
other officers as they consider necessary, all for such terms, at
such remuneration and to perform such duties, and subject to such
provisions as to disqualification and removal as the Directors from
time to time subscribe.
 CAPITALISATION OF PROFITS
 132.
    
    Subject to the Statutes and these Articles, the Board may, with the
authority of an Ordinary Resolution:
 (a)
    
    resolve to capitalise an amount standing to the credit of reserves
(including a share premium account, capital redemption reserve and
profit and loss account), whether or not available for distribution;
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(b)
    
    appropriate the sum resolved to be capitalised to the Members in
proportion to the nominal amount of shares (whether or not fully paid)
held by them respectively and apply that sum on their behalf in or
towards:
 (i)
    
    paying up the amounts (if any) for the time being unpaid on shares
held by them respectively; or(ii)
    
    paying up in full unissued shares or debentures of a nominal amount
equal to that sum,
  (c)
    
    make any arrangements it thinks fit to resolve a difficulty arising in
the distribution of a capitalised reserve and in particular, without
limitation, where shares or debentures become distributable in
fractions the Board may deal with the fractions as it thinks fit;(d)
    
    authorise a person to enter (on behalf of all the Members concerned)
an agreement with the Company providing for either:
 (i)
    
    the allotment to the Members respectively, credited as fully paid, of
 shares or debentures to which they may be entitled on the
capitalisation, or(ii)
    
    the payment by the Company on behalf of the Members (by the
application of their respective operations of the reserves resolved
to be capitalised) of the amounts or part of the amounts remaining
unpaid on their existing shares,
  (e)
    
    generally do all acts and things required to give effect to the resolution.
 NOTICES
 133.
    
    Except as otherwise provided in these Articles, any notice or
document may be served by the Company or by the person entitled to
give notice to any Member either personally, by facsimile or by
sending it through the post in a prepaid letter or via a recognised
courier service, fees prepaid, addressed to the Member at his address
as appearing in the Register of Members or, to the extent permitted
by all applicable laws and regulations, by electronic means by
transmitting it to any electronic number or address or website
supplied by the member to the Company or by placing it on the
Companys Website provided that the Company has obtained the Members
prior express positive confirmation in writing to receive or
otherwise have made available to him notices. In the case of joint
holders of a share, all notices shall be given to that one of the
joint holders whose name stands first in the Register of Members in
respect of the joint holding, and notice so given shall be sufficient
notice to all the joint holders.134.
    
    Notices posted to addresses outside the Cayman Islands shall be
forwarded by prepaid airmail.
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135.
    
    Any Member present, either personally or by proxy, at any meeting of
the Company shall for all purposes be deemed to have received due
notice of such meeting and, where requisite, of the purposes for
which such meeting was convened.136.
    
    Any notice or other document, if served by (a) post, shall be deemed
to have been served five days after the time when the letter
containing the same is posted and if served by courier, shall be
deemed to have been served five days after the time when the letter
containing the same is delivered to the courier (in proving such
service it shall be sufficient to prove that the letter containing
the notice or document was properly addressed and duly posted or
delivered to the courier), or (b) facsimile, shall be deemed to have
been served upon confirmation of receipt, or (c) recognised delivery
service, shall be deemed to have been served 48 hours after the time
when the letter containing the same is delivered to the courier
service and in proving such service it shall be sufficient to provide
that the letter containing the notice or documents was properly
addressed and duly posted or delivered to the courier or (d)
electronic means as provided herein shall be deemed to have been
served and delivered on the day following that on which it is
successfully transmitted or at such later time as may be prescribed
by any applicable laws or regulations.137.
    
    Any notice or document delivered or sent to any Member in accordance
with the terms of these Articles shall notwithstanding that such
Member be then dead or bankrupt, and whether or not the Company has
notice of his death or bankruptcy, be deemed to have been duly served
in respect of any share registered in the name of such Member as sole
or joint holder, unless his name shall at the time of the service of
the notice or document, have been removed from the Register of
Members as the holder of the share, and such service shall for all
purposes be deemed a sufficient service of such notice or document on
all persons interested (whether jointly with or as claiming through
or under him) in the share.138.
    
    Notice of every general meeting shall be given to:
 (a)
    
    all Members who have supplied to the Company an address for the giving
of notices to them; and(b)
    
    every person entitled to a share in consequence of the death or
bankruptcy of a Member, who but for his death or bankruptcy would be
entitled to receive notice of the meeting.
  INFORMATION
 139.
    
    No Member shall be entitled to require discovery of any information
in respect of any detail of the Companys trading or any information
which is or may be in the nature of a trade secret or secret process
which may relate to the conduct of the business of the Company and
which in the opinion of the Board would not be in the interests of
the members of the Company to communicate to the public.
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140.
    
    The Board shall be entitled to release or disclose any information in
its possession, custody or control regarding the Company or its
affairs to any of its members including, without limitation,
information contained in the register of members and transfer books
of the Company.
 INDEMNITY
 141.
    
    Every Director (including for the purposes of this Article any
Alternate Director appointed pursuant to the provisions of these
Articles) and officer of the Company for the time being and from time
to time shall be indemnified and secured harmless out of the assets
and funds of the Company against all actions, proceedings, costs,
charges, expenses, losses, damages or liabilities incurred or
sustained by him in connection with the execution or discharge of his
duties, powers, authorities or discretions as a Director or officer
of the Company, including without prejudice to the generality of the
foregoing, any costs, expenses, losses or liabilities incurred by him
in defending (whether successfully or otherwise) any civil
proceedings concerning the Company or its affairs in any court
whether in the Cayman Islands or elsewhere.142.
    
    No such Director or officer of the Company shall be liable to the
Company for any loss or damage unless such liability arises through
the willful neglect or default of such Director or officer.143.
    
    Each Member agrees to waive any claim or right of action he might
have, whether individually or by or in the right of the Company,
against any Director or officer on account of any action taken by
such Director, or the failure of such Director to take any action in
the performance of his duties with or for the Company; PROVIDED THAT
such waiver shall not extend to any matter in respect of any fraud or
dishonesty which may attach to such Director.
 FINANCIAL YEAR
 144.
    
    Unless the Directors otherwise prescribe, the financial year of the
Company shall end on December 31st in each year and shall
begin on January 1st in each year.
 NON-RECOGNITION OF TRUSTS
 145.
    
    No person shall be recognised by the Company as holding any share
upon any trust and the Company shall not, unless required by law, be
bound by or be compelled in any way to recognise (even when having
notice thereof) any equitable, contingent or future interest in any
of its shares or any other rights in respect thereof except an
absolute right to the entirety thereof in each Member registered in
the Register of Members.
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WINDING UP
 146.
    
    Subject to these Articles, if the Company shall be wound up the
liquidator may, with the sanction of an Ordinary Resolution of the
Company divide amongst the Members in specie or kind the whole or any
part of the assets of the Company (whether they shall consist of
property of the same kind or not) and may, for such purpose set such
value as he deems fair upon any property to be divided as aforesaid
and may determine how such division shall be carried out as between
the Members or different classes of Members. The liquidator may, with
the like sanction, vest the whole or any part of such assets in
trustees upon such trusts for the benefit of the contributories as
the liquidator, with the like sanction shall think fit, but so that
no Member shall be compelled to accept any shares or other securities
whereon there is any liability.
 AMENDMENT OF MEMORANDUM AND ARTICLES OF ASSOCIATION AND
NAME OF COMPANY
 147.
    
    Subject to the Companies Law and these Articles, the Company may at
any time and from time to time by Special Resolution alter or amend
these Articles or the Memorandum of Association of the Company, in
whole or in part, or change the name of the Company.
 REGISTRATION BY WAY OF CONTINUATION
 148.
    
    Subject to these Articles, the Company may by Special Resolution
resolve to be registered by way of continuation in a jurisdiction
outside the Cayman Islands or such other jurisdiction in which it is
for the time being incorporated, registered or existing. In
furtherance of a resolution adopted pursuant to this Article, the
Directors may cause an application to be made to the Registrar of
Companies to deregister the Company in the Cayman Islands or such
other jurisdiction in which it is for the time being incorporated,
registered or existing and may cause all such further steps as they
consider appropriate to be taken to effect the transfer by way of
continuation of the Company.
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