Exhibit 1.1
 Amended and Restated
 MEMORANDUM
AND
ARTICLES OF ASSOCIATION
OF
The9 Limited




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The9 Limited
(the Company)
  Resolutions of the Meeting
         /s/
Alan G. de Saram

Authorised signatory of CARD Corporate Services Ltd.Registered Office of The9 LimitedDated: 2nd Day of November 2010




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AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION
OF
THE9 LIMITED
   1.
    
    The name of the Company is The9 Limited.
 2.
    
    The Registered Office of the Company shall be at the offices of CARD Corporate Services Ltd,
Zephyr House, Mary Street, PO Box 709 George Town, Grand Cayman, or at such other place as the
Directors may from time to time decide.
 3.
    
    The objects for which the Company is established are unrestricted and the Company shall have
full power and authority to carry out any object not prohibited by the Companies Law (2004
Revision) or as the same may be revised from time to time, or any other law of the Cayman
Islands.
 4.
    
    The liability of each Member is limited to the amount from time to time unpaid on such
Members shares.
 5.
    
    The authorized share capital of the Company is US$1,000,000 divided into 100,000,000 ordinary
 shares of a nominal or par value of US$0.01 each. The Company has the power to redeem or
purchase any of its shares and to increase or reduce the said capital subject to the
provisions of the Companies Law (2004 Revision) and the Articles of Association 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.
 6.
    
    The Company has the power to register by way of continuation as a body corporate limited by
 shares under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in
the Cayman Islands.
 7.
    
    Capitalized terms that are not defined in this Amended and Restated Memorandum of Association
bear the same meaning as those given in the Amended and Restated Articles of Association of
the Company adopted by Special Resolution passed on December 9, 2004 and effective on December
14, 2004.




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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
 the Amended and Restated Articles of Association adopted by Special Resolution on December 16,
2008, as from time to time altered or added to in accordance with the Statutes and these
Articles;
 Board
 the board of Directors for the time being of the Company;
 Business Day
 a day, excluding Saturdays or Sundays, on which banks in Hong Kong, Shanghai and New York are
open for general banking business throughout their normal business hours;
 Commission
 Securities and Exchange Commission of the United States of America or any other federal agency
for the time being administering the Securities Act;
 Companies Law
 the Companies Law (2007 Revision) of the Cayman Islands and any statutory amendment or
re-enactment thereof. Where any provision of the Companies Law is referred to, the reference
is to that provision as amended by any law for the time being in force;
 Company
 The9 Limited, a Cayman Islands company limited by shares;
 Companys Website
 the website of the Company, the address or domain name of which has been notified to Members;
 Directorsand Board of Directorsand Board
 the directors of the Company for the time being, or as the case may be, the Directors
assembled as a Board or as a committee thereof;
 electronic
 the meaning given to it in the Electronic Transactions Law 2000 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 therefore;




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electronic communication
 electronic posting to the Companys Website, transmission to any number, address or internet
website or other electronic delivery methods as otherwise decided and approved by not less
than two-thirds of the vote of the Board;
 in writing
 includes writing, printing, lithograph, photograph, type-writing and every other mode of
representing words or figures in a legible and non-transitory form and, only where used in
connection with a notice served by the Company on Members or other persons entitled to receive
notices hereunder, shall also include a record maintained in an electronic medium which is
accessible in visible form so as to be useable for subsequent reference;
 Member
 a person whose name is entered in the register of members as the holder of a share or shares;
 Memorandum of Association
 the Memorandum of Association of the Company, as amended and re-stated from time to time;
 month
 calendar month;
 Ordinary Resolution
 a 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
 ordinary shares of par value of US$0.01 each in the capital of the Company;
 paid up
 paid up as to the par value and any premium payable in respect of the issue of any shares and
includes credited as paid up;
 Register of Members
 the register to be kept by the Company in accordance with Section 40 of the Companies Law;
 Seal
 the Common Seal of the Company including any facsimile thereof;
 Securities Act
 the Securities Act of 1933 of the United States of America, as amended, or any similar federal
statute and the rules and regulations of the Commission thereunder, all as the same shall be
in effect at the time;




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share
 any share in the capital of the Company, including the Ordinary Shares and shares of other
classes;
 shareholders
 any or all of those persons at any time holding any shares;
 signed
 includes a signature or representation of a signature affixed by mechanical means or an
electronic symbol or process attached to or logically associated with an electronic
communication and executed or adopted by a person with the intent to sign the electronic
communication;
 Special Resolution
 a resolution passed in accordance with Section 60 of the Companies Law and includes an
unanimous written resolution expressly passed as a special resolution;
 Statutes
 the Companies Law and every other laws and regulations of the Cayman Islands for the time
being in force concerning companies and affecting the Company;
 year
 calendar 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;
 (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.




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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.
 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.
 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.




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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.
 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.




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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.
 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.
 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.




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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.
 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.
 (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.




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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.
 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.




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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.
 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.
 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.




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##### 



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.
 The Directors as initially classified shall hold office for terms as follows:
 (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.
   (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 Article
78 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.




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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.
 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.
 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.




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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 authorize 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.
 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.




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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.
 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.
 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 equalizing 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.




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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.
 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;
 (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,
 an agreement made under the authority being effective and binding on all those
Members; and
 (e)
    
    generally do all acts and things required to give effect to the resolution.




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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.
 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.




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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.
 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.
 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.




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##### 



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.