Exhibit 1.1


                        THE COMPANIES ORDINANCE (CHAPTER 32)

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                           Company Limited by Shares

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                            ARTICLES OF ASSOCIATION
                   (As adopted by Special Resolution passed
                       on the 1st day of November, 1999)

                                      OF

                        i-CABLE Communications Limited

                           (Company Number: 676456)
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                        PRELIMINARY

1.    No regulations set out in any schedule to any ordinance or subsidiary
      legislation concerning companies, including the regulations contained in
      Table A in the First Schedule to the Companies Ordinance (Chapter 32 of
      the Laws of Hong Kong), shall apply as regulations or articles of
      association of the Company.

                      INTERPRETATION

2.    In these Articles unless the context otherwise requires:-

      "associate" shall have the meaning attributed to it in the Listing
      Rules;

      "these Articles" means these Articles of Association as amended from
      time to time;

      "Auditors" means the persons for the time being performing the duties of
      the auditors of the Company;

      "Board" means the Board of Directors of the Company or the Directors
      present at a meeting of Directors at which a quorum is present;

      "Company" means the above named company;

      "Director" means a director of the Company;

      "electronic form" shall mean any electronic, digital, electrical,
      magnetic or other retrievable form or medium (whether having physical
      substance or not);

      "Executive Director" means a Managing Director or Joint Managing
      Director of the Company or a Director who is the holder of any other
      employment or executive office with the Company;

      "the holder" in relation to any shares means the Member whose name is
      entered in the Register as the holder of such shares;

      "the Listing Rules" shall mean the Rules Governing the Listing of
      Securities on the Stock Exchange and any amendments thereto for the time
      being in force;

      "Member" means a member of the Company;

      "Office" means the registered office of the Company;



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      "the Ordinance" means the Companies Ordinance, (Chapter 32 of the Laws
      of Hong Kong) and every other Ordinance incorporated therewith, or any
      Ordinance or Ordinances substituted therefor; and in the case of any
      such substitution the references in these Articles to the provisions of
      the Ordinance shall be read as references to the provisions substituted
      therefor in the new Ordinance or Ordinances;

      "paid up" means paid up or credited as paid up;

      "Register" means the Register of Members of the Company;

      "Seal" means the common seal of the Company or any official seal that
      the Company may be permitted to have under the Ordinance;

      "Secretary" means the person for the time being performing the duties of
      the company secretary of the Company and includes a temporary or
      assistant or deputy secretary and any person appointed by the Board to
      perform any of the duties of the secretary;

      "the SFO" shall mean the Securities and Futures Ordinance (Chapter 571
      of the Laws of Hong Kong), and any amendments thereto or re-enactment
      thereof for the time being in force and shall include every other
      statute incorporated therewith or substituted therefor; and in case of
      any such substitution the references in these Articles to the provisions
      of the SFO shall be read as references to the provisions substituted
      therefor in the new statute;

      "Stock Exchange" means The Stock Exchange of Hong Kong Limited (or any
      other stock exchange in Hong Kong on which the shares or other
      securities of the Company are for the time being listed);

      words denoting the masculine shall include the feminine;

      references to writing shall include typewriting, printing, lithography,
      photography and other modes of representing or reproducing words or
      figures in a legible and non-transitory form (including telex and
      facsimile transmission but excluding communication in electronic form);

      any words or expressions defined in the Ordinance in force at the date
      when these Articles or any part thereof are adopted shall bear the same
      meaning in these Articles or such part (as the case may be) save that
      "company" shall where the context permits include any company or body
      incorporated in Hong Kong or elsewhere; and

      references to a meeting shall not be taken as requiring more than one
      person to be present if any quorum requirement can be satisfied by one
      person.

                               REGISTERED OFFICE

3.    The Office shall be at such place in Hong Kong as the Board shall from
      time to time appoint.

                                 SHARE RIGHTS

4.    Subject to any special rights conferred on the holders of any shares or
      class of shares (including but not limited to preference shares), any
      share in the Company may be issued with or have attached thereto such
      preferred, deferred, qualified or other special rights or such
      restrictions, whether in regard to dividend, voting, return of capital
      or otherwise, as the Company may by ordinary resolution determine or, if
      there has not been any such determination or so far as the same shall
      not make specific provision, as the Board may determine.

5.    Subject to the Ordinance and to any special rights conferred on the
      holders of any shares or class of shares, any shares may, with the
      sanction of a special resolution, be issued on terms that they are, or
      at the option of the Company or the shareholder are liable, to be
      redeemed. The terms and manner of redemption shall be provided for by
      alteration of these Articles, and in accordance with the rules or
      regulations issued by the Stock Exchange from time to time.



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                            MODIFICATION OF RIGHTS

6.    Subject to the Ordinance, all or any of the special rights for the time
      being attached to any class of shares (including but not limited to
      preference shares) for the time being issued may from time to time
      (whether or not the Company is being wound up) be altered or abrogated
      with the consent in writing of the holders of not less than
      three-fourths of the issued shares of that class or with the sanction of
      a special resolution passed at a separate general meeting of the holders
      of such shares. To any such separate general meeting all the provisions
      of these Articles as to general meetings of the Company shall mutatis
      mutandis apply, but so that the necessary quorum shall be one or more
      persons holding or representing by proxy not less than one-third of the
      issued shares of the class, that every holder of shares of the class
      shall be entitled on a poll to one vote for every share held by him,
      that any holder of shares of the class present in person or by proxy may
      demand a poll and that at any adjourned meeting of such holders one
      holder present in person or by proxy (whatever the number of shares held
      by him) shall be a quorum. The provisions of this Article shall apply to
      the variation or abrogation of the special rights attached to some only
      of the shares of any class as if each group of shares of the class
      differently treated formed a separate class the rights whereof are to be
      varied.

7.    The special rights conferred upon the holders of any shares or class of
      shares shall not, unless otherwise expressly provided in the rights
      attaching to or the terms of issue of such shares, be deemed to be
      altered by the creation or issue of further shares ranking pari passu
      therewith.

                                    SHARES

8.    Subject to the provisions of the Ordinance and these Articles, the
      unissued shares of the Company (whether forming part of the original
      authorised share capital or any increased share capital, as set out in
      the Memorandum of Association (as amended from time to time)) shall be
      at the disposal of the Board, which may offer, allot, grant options over
      or otherwise dispose of them to such persons, at such times and for such
      consideration and upon such terms and conditions as the Board may
      determine.

9.    The Company may in connection with the issue of any shares exercise all
      powers of paying commission and brokerage conferred or permitted by the
      Ordinance.

10.   Except as ordered by a Court of competent jurisdiction or as required by
      law, no person shall be recognised by the Company as holding any share
      upon any trust and the Company shall not be bound by or required 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 otherwise provided by
      these Articles or by law) any other right in respect of any share except
      an absolute right to the entirety thereof in the registered holder.

                                   WARRANTS

10A.  Subject to the provisions of the Ordinance, the Board may issue warrants
      to subscribe for any class of shares or securities of the Company on
      such terms as it may from time to time determine. Where warrants are
      issued to bearer, no new warrant shall be issued to replace one that has
      been lost unless the Board is satisfied beyond reasonable doubt that the
      original has been destroyed and the Company has received an indemnity in
      such form as the Board shall think fit with regard to the issue of any
      such new warrant.

                                 CERTIFICATES

11.   Every person whose name is entered as a holder of any shares in the
      Register shall be entitled, without payment, to receive within two
      months after allotment or lodgment of a transfer to him of the shares in
      respect of which he is so registered (or within such other period as the
      terms of issue shall provide) one certificate for all such shares of any
      one class or several certificates each for one or more of such shares of
      such class upon payment for every certificate after the first of such
      reasonable out-of-pocket expenses as the Board may from time to time
      determine. In the case of a share held jointly by several persons,
      delivery of a certificate to one of several joint holders shall be
      sufficient delivery to all. A Member (except such a nominee as
      aforesaid) who has transferred part of the shares comprised in his
      registered holding shall be entitled to a certificate for the balance
      without charge.



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12.   If a share certificate is defaced, worn out, lost or destroyed, it may,
      subject to the Ordinance, be replaced on payment of a fee not exceeding
      2.5 Hong Kong dollars (or such higher amount as shall for the time being
      be approved by the Stock Exchange) and on such terms (if any) as to
      evidence and indemnity and to payment of any reasonable costs and
      out-of-pocket expenses of the Company in investigating such evidence and
      preparing such indemnity as the Board may think fit and where it is
      defaced or worn out, after delivery of the old certificate to the
      Company.

13.   All forms of certificate for share or loan capital or other securities
      of the Company (other than letters of allotment, scrip certificates and
      other like documents) shall, except to the extent that the terms and
      conditions for the time being relating thereto otherwise provide, be
      issued under a Seal and, if issued under an official seal, need not be
      signed by any person. The Board may also by resolution determine, either
      generally or in any particular case or cases, that any signatures on any
      such certificates need not be autographic but may be affixed to such
      certificates by some mechanical means or may be printed thereon.

                                     LIEN

14.   The Company shall have a first and paramount lien on every share (not
      being a fully paid share) for all amounts payable (whether presently or
      not) in respect of such share. The Company's lien on a share shall
      extend to all dividends and distributions payable thereon. The Board may
      at any time either generally or in any particular case waive any lien
      that has arisen, or declare any share to be wholly or in part exempt
      from the provisions of this Article.

15.   The Company may sell, in such manner as the Board may think fit, any
      share 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 fourteen days after a notice in writing or in
      such other form (including without limitation electronic form and by way
      of publication on the Company's website or computer network) and
      language(s) as may from time to time be permitted under applicable laws
      and the Listing Rules, stating and demanding payment of the sum
      presently payable and giving notice of the intention to sell in default
      of such payment, has been served on the holder for the time being of the
      share.

16.   The net proceeds, after payment of all costs and out-of-pocket expenses,
      of the sale by the Company of any shares on which it has a lien shall be
      applied in or towards payment or discharge of the debt or liability in
      respect of which the lien exists so far as the same is presently
      payable, and any residue shall (subject to a like lien for debts or
      liabilities not presently payable as existed upon the share prior to the
      sale and upon surrender, if required by the Company, for cancellation of
      the certificate for the shares sold) be paid to the holder immediately
      before such sale of the share. For giving effect to any such sale the
      Board may authorise some person to transfer the share sold to the
      purchaser thereof. The purchaser shall be registered as the holder of
      the share and he shall not be bound to see to the application of the
      purchase money, nor shall his title to the share be affected by any
      irregularity or invalidity in the proceedings relating to the sale.

                                CALLS ON SHARES

17.   The Board may from time to time make calls upon the Members in respect
      of any moneys unpaid on their shares (whether on account of the nominal
      amount of the shares or by way of premium) and not by the terms of issue
      thereof made payable at a date fixed by or in accordance with such terms
      of issue, and each Member shall (subject to the Company serving upon him
      at least fourteen days' notice specifying the time or times and place of
      payment) pay to the Company at the time or times and place so specified
      the amount called on his shares. A call may be revoked or postponed as
      the Board may determine. A person upon whom a call is made shall remain
      liable on such call notwithstanding the subsequent transfer of the
      shares in respect of which the call was made.

18.   A call shall be deemed to have been made at the time when the resolution
      of the Board authorising the call was passed. A call may be made payable
      by instalments upon such terms and conditions as the Board may
      determine.

19.   The joint holders of a share shall be jointly and severally liable to
      pay all calls in respect



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      thereof.



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20.   If a sum called in respect of a share shall not be paid before or on the
      day appointed for payment thereof, the person from whom the sum is due
      shall pay interest on the sum from the day appointed for payment thereof
      to the time of actual payment at such rate, not exceeding 15 per cent.
      per annum, as the Board may determine, but the Board shall be at liberty
      to waive payment of such interest wholly or in part.

21.   Any sum which, by the terms of issue of a share, becomes payable on
      allotment or at any date fixed by or in accordance with such terms of
      issue, whether on account of the nominal amount of the share or by way
      of premium, shall for all the purposes of these Articles be deemed to be
      a call duly made, notified and payable on the date on which, by the
      terms of issue, the same becomes payable and, in case of non-payment,
      all the relevant provisions of these Articles as to payment of interest,
      forfeiture or otherwise shall apply as if such sum had become payable by
      virtue of a call duly made and notified.

22.   The Board may on the issue of shares differentiate between the allottees
      or holders as to the amount of calls to be paid and the times of
      payment.

23.   The Board may, if it thinks 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 (unless the Company by ordinary
      resolution shall otherwise direct) 15 per cent. per annum, as may be
      agreed upon between the Board and the Member paying such sum in advance.

                             FORFEITURE OF SHARES

24.   If any call or instalment of a call remains unpaid on any share after
      the day appointed for payment thereof, the Board may at any time serve a
      notice on the holder of such share requiring payment of so much of the
      call or instalment as is unpaid, together with any interest which may
      have accrued.

25.   The notice shall name a further day (not being less than fourteen days
      from the date of the notice) on or before which, and the place where,
      the payment required by the notice is to be made and shall state that in
      the event of non-payment on or before the day and at the place
      appointed, the shares in respect of which such call was made or
      instalment is payable will be liable to be forfeited. The Board may
      accept the surrender of any share liable to be forfeited hereunder and,
      in such case, references in these Articles to forfeiture shall include
      surrender.

26.   If the requirements of any such notice as aforesaid are not complied
      with, any share in respect of which such notice has been given may at
      any time thereafter, before payment of all calls or instalments and
      interest due in respect thereof has been made, be forfeited by a
      resolution of the Board to that effect. Such forfeiture shall include
      all dividends declared in respect of the forfeited shares and not
      actually paid before the forfeiture.

27.   When any share has been forfeited, notice of the forfeiture shall be
      served upon the person who was before the forfeiture the holder of the
      share; but no forfeiture shall be in any manner invalidated by any
      omission or neglect to give such notice as aforesaid.

28.   Until cancelled in accordance with the requirements of the Ordinance, a
      forfeited share shall be deemed to be the property of the Company and
      may be sold, re-allotted or otherwise disposed of either to the person
      who was, before forfeiture, the holder thereof or entitled thereto or to
      any other person upon such terms and in such manner as the Board shall
      think fit, and at any time before a sale, re-allotment or disposition
      the forfeiture may be annulled by the Board on such terms as the Board
      may think fit.

29.   A person whose shares have been forfeited shall thereupon cease to be a
      Member in respect of the forfeited shares but shall, notwithstanding the
      forfeiture, remain liable to pay to the Company all moneys which at the
      date of forfeiture were presently payable by him to the Company in
      respect of the shares with interest thereon at the rate fixed by the
      terms of issue of the shares or, if no such rate is fixed, at the rate
      of 15 per cent. per annum (or such lower rate as the Board may
      determine) from the date of forfeiture until payment, and the Company
      may enforce payment without being under any obligation to make any
      allowance for the value of the shares forfeited or for any consideration
      received on their disposal.



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30.   A statutory declaration that the declarant is a Director or the
      Secretary of the Company and that a share has been duly forfeited on the
      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 on the sale, re-allotment or disposition thereof and the Board may
      authorise some person to transfer the share to the person to whom the
      same is sold, re-allotted 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 relating to the forfeiture, sale, re-allotment or disposal
      of the share.

                              TRANSFER OF SHARES

31.   Subject to such of the restrictions of these Articles as may be
      applicable, any Member may transfer all or any of his shares by an
      instrument of transfer in the usual common form or in any other form
      which the Board may approve.

32.   The instrument of transfer of a share shall be signed by or on behalf of
      the transferor and the transferee, and the transferor shall be deemed to
      remain the holder of the share until the name of the transferee is
      entered in the Register in respect thereof. The Board may resolve,
      either generally or in any particular case, upon request by either the
      transferor or transferee, to accept mechanically executed transfers. All
      instruments of transfer, when registered, may be retained by the
      Company.

33.   The Board may, in its absolute discretion and without assigning any
      reason therefor, decline to register any transfer of any share which is
      not a fully paid share.

34.   The Board may also decline to register any transfer unless:-

      (a)  the instrument of transfer is lodged with the Company accompanied
           by the certificate for the shares to which it relates, and such
           other evidence as the Board may reasonably require to show the
           right of the transferor to make the transfer;

      (b)  the instrument of transfer is in respect of only one class of
           share;

      (c)  in the case of a transfer to joint holders, the number of joint
           holders to whom the share is to be transferred does not exceed
           four;

      (d)  a fee of such sum as the Stock Exchange may from time to time
           determine to be payable is paid to the Company in respect thereof;
           and

      (e)  if applicable, the instrument of transfer is duly and properly
           stamped.

35.   If the Board declines to register a transfer it shall, within twenty-one
      days after the date on which the instrument of transfer was lodged, send
      to the transferor and transferee notice of the refusal.

36.   A fee not exceeding 2 Hong Kong dollars (or such higher amount as shall
      for the time being be approved by the Stock Exchange) may be charged by
      the Company for registering any transfer, or other document relating to
      or affecting the title to any share, or for otherwise making any entry
      in the Register relating to any share.

                            TRANSMISSION OF SHARES

37.   In the case of the death of a Member the survivor or survivors, where
      the deceased was a joint holder, and the executors or administrators of
      the deceased, where the deceased was a sole holder, shall be the only
      persons recognised by the Company as having any title to the deceased's
      shares; but nothing herein contained shall release the estate of a
      deceased holder from any liability in respect of any share held by him
      solely or jointly with other persons.



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38.   Any person becoming entitled to a share in consequence of the death or
      bankruptcy of a Member or otherwise by operation of law may, subject as
      hereinafter provided and upon such evidence being produced as may from
      time to time be required by the Board as to his entitlement, either be
      registered himself as the holder of the share or elect to have some
      person nominated by him registered as the transferee thereof. If the
      person so becoming entitled elects to be registered himself, he shall
      deliver or send to the Company a notice in writing signed by him stating
      that he so elects. If he shall elect to have his nominee registered, he
      shall signify his election by signing an instrument of transfer of such
      share in favour of his nominee. All the limitations, restrictions and
      provisions of these Articles relating to the right to transfer and the
      registration of transfers of shares shall be applicable to any such
      notice or instrument of transfer as aforesaid as if the death or
      bankruptcy of the Member or other event giving rise to the transmission
      had not occurred and the notice or instrument of transfer was an
      instrument of transfer signed by such Member.

39.   A person becoming entitled to a share in consequence of the death or
      bankruptcy of a Member or otherwise by operation of law shall (upon such
      evidence being produced as may from time to time be required by the
      Board as to his entitlement) be entitled to receive and may give a
      discharge for any dividends or other moneys payable in respect of the
      share, but he shall not be entitled in respect of the share to receive
      notices of or to attend or vote at general meetings of the Company or at
      any separate meeting of the holders of any class of shares in the
      Company or, save as aforesaid, to exercise in respect of the share any
      of the rights or privileges of a Member until he shall have become
      registered as the holder thereof. The Board 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 sixty
      days the Board may thereafter withhold payment of all dividends and any
      other moneys payable in respect of the share until the requirements of
      the notice have been complied with.

                              INCREASE OF CAPITAL

40.   The Company may from time to time by ordinary resolution increase its
      capital by such sum to be divided into shares of such amounts as the
      resolution shall prescribe.

41.   Subject to the Ordinance, the Company may, by the resolution increasing
      the capital or any other ordinary resolution, direct that the new shares
      or any of them shall be offered in the first instance to all the holders
      for the time being of shares of any class or classes in proportion to
      the number of such shares held by them respectively or may make any
      other provisions as to issue of the new shares.

42.   The new shares shall be subject to all the provisions of these Articles
      with reference to lien, the payment of calls, forfeiture, transfer,
      transmission and otherwise.

                            ALTERATIONS OF CAPITAL

43.   The Company may from time to time by ordinary resolution:-

      (a)  consolidate and divide all or any of its share capital into shares
           of a larger amount than its existing shares;

      (b)  sub-divide its shares or any of them into shares of a smaller
           amount than is fixed by the Memorandum of Association (subject,
           nevertheless, to the Ordinance) and so that the resolution whereby
           any share is sub-divided may determine that as between the holders
           of the shares resulting from such sub-division one or more of the
           shares may have any such preferred or other special rights over, or
           may have such deferred or qualified rights or be subject to any
           such restrictions as compared with, the other or others as the
           Company has power to attach to unissued or new shares;

      (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
           or diminish the amount of its authorised share capital by the
           amount of the shares so cancelled.



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      The Company may also from time to time by special resolution, subject to
      any confirmation or consent required by law, reduce its authorised and
      issued share capital or any capital redemption reserve or any share
      premium account in any manner.

      Where any difficulty arises in regard to any consolidation and division
      under paragraph (a) of this Article, the Board may settle the same as it
      thinks expedient and in particular may issue fractional certificates or
      arrange for the sale of the shares representing fractions and the
      distribution of the net proceeds of sale in due proportion amongst the
      Members who would have been entitled to the fractions, and for this
      purpose the Board may authorise some person to transfer the shares
      representing fractions to or in accordance with the directions of the
      purchaser thereof. The transferee 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 relating
      to the sale.

44.   Subject to the Ordinance, the Company may acquire its own shares
      (including any redeemable shares), acquire its own shares otherwise than
      out of distributable profits of the Company or the proceeds of a fresh
      issue of shares, or give directly or indirectly, by means of a loan,
      guarantee, the provision of security or otherwise, financial assistance
      for the purpose of or in connection with a purchase made or to be made
      by any person of any shares in the Company and should the Company
      acquire its own shares neither the Company nor the Board shall be
      required to select the shares to be acquired rateably or in any other
      particular manner as between the holders of shares of the same class or
      as between them and the holders of shares of any other class or in
      accordance with the rights as to dividends or capital conferred by any
      class of shares provided always that any such acquisition or financial
      assistance shall only be made or given in accordance with any relevant
      rules or regulations issued by the Stock Exchange or the Securities and
      Futures Commission from time to time.

                               GENERAL MEETINGS

45.   The Board shall convene and the Company shall hold general meetings as
      annual general meetings in accordance with the requirements of the
      Ordinance at such times and places as the Board shall appoint. Any
      general meeting of the Company other than an annual general meeting
      shall be called an extraordinary general meeting.

46.   The Board may, whenever it thinks fit, convene an extraordinary general
      meeting.

                          NOTICE OF GENERAL MEETINGS

47.   An annual general meeting and a meeting called for the passing of a
      special resolution shall be called by not less than twenty-one days'
      notice in writing or in such other form (including without limitation
      electronic form and by way of publication on the Company's website or
      computer network) and language(s) as may from time to time be permitted
      under applicable laws and the Listing Rules and a meeting other than an
      annual general meeting or a meeting called for the passing of a special
      resolution shall be called by not less than fourteen days' notice in
      writing or in such other form (including without limitation electronic
      form and by way of publication on the Company's website or computer
      network) and language(s) as may from time to time be permitted under
      applicable laws and the Listing Rules. The notice shall be exclusive of
      the day on which it is served or deemed to be served and of the day for
      which it is given, and shall specify the place, day and time of meeting,
      and, in the case of special business, the general nature of that
      business. The notice convening an annual general meeting shall specify
      the meeting as such, and the notice convening a meeting to pass a
      special resolution shall specify the intention to propose the resolution
      as a special resolution. Notice of every general meeting shall be given
      in the manner hereinafter mentioned to all Members other than such as,
      under the provisions of these Articles or the terms of issue of the
      shares they hold, are not entitled to receive such notices from the
      Company, and also to the Auditors for the time being of the Company.

      Notwithstanding that a meeting of the Company is called by shorter
      notice than that specified in this Article, it shall be deemed to have
      been duly called if it is so agreed:-

      (a)  in the case of a meeting called as an annual general meeting, by
           all the Members entitled to attend and vote thereat; and



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      (b)  in the case of any other meeting, by a majority in number of the
           Members having a right to attend and vote at the meeting, being a
           majority together holding not less than 95 per cent. in nominal
           value of the shares giving that right.

48.   The accidental omission to give notice of a meeting or (in cases where
      instruments of proxy are sent out with the notice) the accidental
      omission to send such instrument of proxy to, or the non-receipt of
      notice of a meeting or such instrument of proxy by, any person entitled
      to receive such notice shall not invalidate the proceedings at that
      meeting.

                        PROCEEDINGS AT GENERAL MEETINGS

49.   All business shall be deemed special that is transacted at an
      extraordinary general meeting and also all business that is transacted
      at an annual general meeting with the exception of:-

      (a)  the declaration and sanctioning of dividends;

      (b)  the consideration and adoption of the accounts and balance sheet
           and the reports of the Directors and other documents required to be
           annexed to the accounts;

      (c)  the election of Directors in place of those retiring (by rotation
           or otherwise);

      (d)  the appointment of Auditors where special notice of the resolution
           for such appointment is not required by the Ordinance;

      (e)  the fixing of, or the determining of the method of fixing, the
           remuneration of the Directors and of the Auditors.

50.   No business shall be transacted at any general meeting unless a quorum
      is present when the meeting proceeds to business, but the absence of a
      quorum shall not preclude the appointment, choice or election of a
      chairman which shall not be treated as part of the business of the
      meeting. Save as otherwise provided by these Articles, two Members
      present in person or by proxy and entitled to vote shall be a quorum for
      all purposes. A corporation being a Member shall be deemed for the
      purpose of these Articles to be present in person if represented by
      proxy or in accordance with the provisions of the Ordinance.

51.   If within five minutes (or such longer time not exceeding one hour as
      the chairman of the meeting may determine to wait) after the time
      appointed for the meeting a quorum is not present, the meeting, if
      convened on the requisition of Members, shall be dissolved. In any other
      case it shall stand adjourned to such other day (not being less than
      fourteen nor more than twenty-eight days thereafter) and at such other
      time or place as the chairman of the meeting may determine and at such
      adjourned meeting one Member present in person or by proxy (whatever the
      number of shares held by him) shall be a quorum. The Company shall give
      not less than seven days' notice in writing or in such other form
      (including without limitation electronic form and by way of publication
      on the Company's website or computer network) and language(s) as may
      from time to time be permitted under applicable laws and the Listing
      Rules, of any meeting adjourned through want of a quorum and such notice
      shall state that one Member present in person or by proxy (whatever the
      number of shares held by him) shall be a quorum.

52.   Each Director shall be entitled to attend and speak at any general
      meeting of the Company and at any separate meeting of the holders of any
      class of shares in the Company.

53.   The chairman (if any) of the Board or, in his absence, a deputy chairman
      (if any) shall preside as chairman at every general meeting. If there is
      no such chairman or deputy chairman, or if at any meeting neither the
      chairman nor a deputy chairman is present within five minutes after the
      time appointed for holding the meeting, or if neither of them is willing
      to act as chairman, the Directors present shall choose one of their
      number to act, or if one Director only is present he shall preside as
      chairman if willing to act. If no Director is present, or if each of the
      Directors present declines to take the chair, the persons present and
      entitled to vote on a poll shall elect one of their number to be
      chairman.



                                    - 10 -
<PAGE>

54.   The chairman may with the consent of any meeting at which a quorum is
      present (and shall if so directed by the meeting) adjourn the meeting
      from time to time and from place to place, but no business shall be
      transacted at any adjourned meeting except business which might lawfully
      have been transacted at the meeting from which the adjournment took
      place. When a meeting is adjourned for three months or more, notice of
      the adjourned meeting shall be given as in the case of an original
      meeting.

55.   Save as expressly provided by these Articles, it shall not be necessary
      to give any notice of an adjournment or of the business to be transacted
      at an adjourned meeting.

                                    VOTING

56.   Subject to any special terms as to voting upon which any shares may be
      issued or may for the time being be held, on a show of hands every
      Member who is present in person or by proxy at a General Meeting of the
      Company shall have one vote, and on a poll every Member who is present
      in person or by proxy shall have one vote for every share in the capital
      of the Company of which he is the holder.

57.   At any general meeting a resolution put to the vote of the meeting shall
      be decided on a show of hands unless (before or on the declaration of
      the result of the show of hands or on the withdrawal of any other demand
      for a poll) a poll is duly demanded. Subject to the Ordinance, a poll
      may be demanded by:-

      (a)  the chairman of the meeting; or

      (b)  at least three Members present in person or by proxy and entitled
           to vote; or

      (c)  any Member or Members present in person or by proxy and
           representing in the aggregate not less than one-tenth of the total
           voting rights of all Members having the right to attend and vote at
           the meeting; or

      (d)  any Member or Members present in person or by proxy and holding
           shares conferring a right to attend and vote at the meeting on
           which there have been paid up sums in the aggregate equal to not
           less than one-tenth of the total sum paid up on all shares
           conferring that right.

      Unless a poll is so demanded and the demand is not withdrawn, 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 not
      carried by a particular majority or lost shall be final and conclusive,
      and an entry to that effect in the minutes of the meeting shall be
      conclusive evidence of the fact without proof of the number of
      proportion of the votes recorded for or against such resolution.

58.   If a poll is demanded it shall be taken in such manner as the chairman
      shall direct and he may appoint scrutineers (who need not be Members).
      The result of the poll shall be deemed to be the resolution of the
      meeting at which the poll was demanded.

59.   A poll demanded on the election of a chairman for the meeting shall be
      taken forthwith. A poll demanded on any other question shall be taken
      either forthwith or at such time (being not later than three months
      after the date of the demand) and place as the chairman shall direct. It
      shall not be necessary (unless the chairman otherwise directs) for
      notice to be given of a poll.

60.   The demand for a poll shall not prevent the continuance of a meeting for
      the transaction of any business other than the question on which the
      poll has been demanded, and it may be withdrawn with the consent of the
      chairman at any time before the close of the meeting or the taking of
      the poll, whichever is the earlier.

61.   Votes may be given either personally or by proxy.

62.   A person entitled to more than one vote on a poll need not use all his
      votes or cast all the votes he uses in the same way.



                                    - 11 -
<PAGE>

63.   In the case of an equality of votes at a general meeting, whether on a
      show of hands or on a poll, the chairman of such meeting shall be
      entitled to an additional or casting vote.

64.   In the case of joint holders of a share the vote of the senior of the
      joint holders who tenders a vote, whether in person or by proxy, shall
      be accepted to the exclusion of the votes of the other joint holders,
      and for this purpose seniority shall be determined by the order in which
      the names stand in the Register in respect of the joint holding.

65.   A Member in respect of whom an order has been made by any competent
      court or official on the ground that he is or may be suffering from
      mental disorder or is otherwise incapable of managing his affairs may
      vote, whether on a show of hands or on a poll, by any person authorised
      in such circumstances to do so on his behalf and such person may vote on
      a poll by proxy. Evidence to the satisfaction of the Board of the
      authority of the person claiming to exercise the right to vote shall be
      delivered at the Office (or at such other place as may be specified in
      accordance with these Articles for the delivery of instruments
      appointing a proxy) not later than the last time at which a valid
      instrument of proxy could be so delivered.

66.   No Member shall, unless the Board otherwise determines, 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.

66A.  Where any Member is, under the Listing Rules, required to abstain from
      voting on any particular resolution or restricted to voting only for or
      only against any particular resolution, any votes cast by or on behalf
      of such Member in contravention of such requirement or restriction shall
      not be counted.

67.   If (i) any objection shall be raised to the qualification of any voter
      or (ii) any votes have been counted which ought not to have been counted
      or which might have been rejected or (iii) any votes are not counted
      which ought to have been counted, the objection or error shall not
      vitiate the decision of the meeting or adjourned meeting on any
      resolution unless the same is raised or pointed out at the meeting or,
      as the case may be, the adjourned meeting at which the vote objected to
      is given or tendered or at which the error occurs. Any objection or
      error shall be referred to the chairman of the meeting and shall only
      vitiate the decision of the meeting on any resolution if the chairman
      decides that the same may have affected the decision of the meeting. The
      decision of the chairman on such matters shall be final and conclusive.

                                    PROXIES

68.   The instrument appointing a proxy shall be in writing under the hand of
      the appointor or of his attorney authorised in writing or, if the
      appointor is a corporation, either under its seal or under the hand of
      an officer, attorney or other person authorised to sign the same.

69.   A proxy need not be a Member. A Member who is the holder of two or more
      shares may appoint more than two proxies to represent him and vote on
      his behalf at a general meeting of the Company or at a class meeting.

70.   Where a Member is a recognised clearing house within the meaning of the
      SFO or its nominees, it may authorise such person or persons as it
      thinks fit to act as its representative(s) or proxy(ies) at any general
      meeting or any meeting of any class of Members provided that, if more
      than one person is so authorised, the authorisation or proxy form must
      specify the number and class of shares in respect of which each such
      person is so authorised. The person so authorised will be entitled to
      exercise the same power on behalf of the recognised clearing house as
      that clearing house (or its nominees) could exercise as if it were an
      individual Member including the right to vote individually on a show of
      hands notwithstanding the provisions contained in Article 56.

71.   The instrument appointing a proxy and (if required by the Board) the
      power of attorney or other authority (if any) under which it is signed,
      or a notarially certified copy of such power or authority, shall be
      delivered at the Office (or at such other place in Hong Kong as may be
      specified in the notice convening the meeting or in any notice of any
      adjournment or, in either case, in any document sent therewith) not less
      than forty-eight hours before the time appointed for holding the meeting
      or adjourned meeting at which the person named in the instrument
      proposes to vote or, in the case of a poll taken subsequently to the
      date of a meeting or



                                    - 12 -
<PAGE>

      adjourned meeting, not less than twenty-four hours before the time
      appointed for the taking of the poll and in default the instrument of
      proxy shall not be treated as valid. No instrument appointing a proxy
      shall be valid after the expiration of twelve months from the date named
      in it as the date of its execution. Delivery of an instrument appointing
      a proxy shall not preclude a Member from attending and voting in person
      at the meeting or poll concerned.

72.   Instruments of proxy shall be in any common two way form or in such
      other two way form as the Board may approve and the Board may, if it
      thinks fit, send out with the notice of any meeting forms of instrument
      of proxy for use at the meeting. The instrument of proxy shall be deemed
      to confer authority to demand or join in demanding a poll and to vote on
      any amendment of a resolution put to the meeting for which it is given
      as the proxy thinks fit. The instrument of proxy shall, unless the
      contrary is stated therein, be valid as well for any adjournment of the
      meeting as for the meeting to which it relates.

73.   A vote given or poll demanded by proxy or by the duly authorised
      representative of a corporation shall be valid notwithstanding the
      previous determination of the authority of the person voting or
      demanding a poll, unless notice in writing of such determination was
      received by the Company at the Office (or such other place in Hong Kong
      as may be specified for the delivery of instruments of proxy in the
      notice convening the meeting or other document sent therewith) one hour
      at least before the commencement of the meeting or adjourned meeting at
      which the vote is given or the poll demanded or (in the case of a poll
      not taken on the same day as the meeting or adjourned meeting) the time
      appointed for taking the poll.

                     APPOINTMENT AND REMOVAL OF DIRECTORS

74.   Unless and until otherwise determined by ordinary resolution of the
      Company, the number of Directors (disregarding alternate Directors)
      shall be not less than two.

75.   A Director need not hold any qualification shares but shall nevertheless
      be entitled to receive notice of and to attend and speak at all general
      meetings of the Company.

76.   Each of the Directors shall be paid a fee for their services at such
      rate as may be determined from time to time by the Board.

77.   Subject to the provisions of these Articles and the Ordinance, the
      Company may by ordinary resolution elect any person to be a Director,
      either to fill a casual vacancy or as an addition to the existing Board,
      but so that the total number of Directors shall not at any time exceed
      any maximum number fixed by or in accordance with these Articles.

78.   Without prejudice to the power of the Company in general meeting in
      pursuance of any of the provisions of these Articles to appoint any
      person to be a Director and subject to the Ordinance, the Board shall
      have power at any time and from time to time to appoint any person to be
      a Director, either to fill a casual vacancy or as an addition to the
      existing Board, but so that the total number of Directors shall not at
      any time exceed any maximum number fixed by or in accordance with these
      Articles. Any Director so appointed by the Board shall hold office only
      until the next following annual general meeting and shall then be
      eligible for re-election but shall not be taken into account in
      determining the Directors or the number of the Directors who are to
      retire by rotation at such meeting.

79.   The Company may by ordinary resolution passed at a general meeting
      remove any Director before the expiration of his period of office and
      may (subject to these Articles) by ordinary resolution appoint another
      person in his place. Any person so appointed shall be subject to
      retirement at the same time as if he had become a Director on the day on
      which the Director in whose place he is appointed was last elected a
      Director.

80.   No person, other than a retiring Director at the meeting, shall, unless
      recommended by the Board for re-election, be eligible for election to
      the office of Director at any general meeting unless notice in writing
      signed by a Member (other than the person to be proposed) entitled to
      attend and vote at the meeting for which such notice is given of his
      intention to propose such person for election as a Director and a notice
      in writing signed by the person to be proposed of his willingness to be
      elected shall have been given to the Secretary and provided that the
      minimum length of the period, during which such notices may be given,
      shall be at least seven



                                    - 13 -
<PAGE>

      days and that the period for lodgement of such notices shall commence no
      earlier than the day after the despatch of the notice of the general
      meeting appointed for such election and end no later than seven days
      prior to the date of such general meeting.


                         DISQUALIFICATION OF DIRECTORS

81.   Without prejudice to the provisions for retirement by rotation
      hereinafter contained, the office of a Director shall be vacated in any
      of the events following, namely if:-

      (a)  (not being an Executive Director whose contract precludes
           resignation) he resigns his office by notice in writing delivered
           to the Office or tendered at a meeting of the Board;

      (b)  by notice in writing delivered to the Office or tendered at a
           meeting of the Board his resignation is requested by all of the
           other Directors;

      (c)  he becomes of unsound mind or a patient for any purpose of any
           statute relating to mental health and the Board resolves that his
           office is vacated;

      (d)  he is absent, without leave, from meetings of the Board (whether or
           not an alternate Director appointed by him attends) for twelve
           consecutive months, and the Board resolves that his office is
           vacated;

      (e)  he becomes bankrupt or compounds with his creditors;

      (f)  he is prohibited by law from being a Director;

      (g)  he ceases to be a Director by virtue of the Ordinance or is removed
           from office pursuant to these Articles.

                             ROTATION OF DIRECTORS

82.   At every annual general meeting one-third of the Directors for the time
      being or, if their number is not a multiple of three, then the number
      nearest to but not exceeding one-third shall retire from office. The
      chairman, the deputy chairman and the Managing Director of the Company
      (if any) shall not whilst holding office as such be subject to
      retirement by rotation or be taken into account in determining the
      number of Directors to retire in each year. A Director retiring at a
      meeting shall retain office until the close of the meeting.

83.   The Directors to retire on each occasion shall be those who have been
      longest in office since their last election, but as between persons who
      became or were re-elected Directors on the same day those to retire
      shall (unless they otherwise agree among themselves) be determined by
      lot. The Directors to retire on each occasion (both as to number and
      identity) shall be determined by the composition of the Board at the
      date of the notice convening the annual general meeting, and no Director
      shall be required to retire or be relieved from retiring by reason of
      any change in the number or identity of the Directors after the date of
      such notice but before the close of the meeting.

84.   A retiring Director shall be eligible for re-election.

85.   Subject to the provisions of these Articles, the Company at the meeting
      at which a Director retires in the manner aforesaid may fill the vacated
      office by electing a person thereto and in default the retiring Director
      shall, if willing to continue to act, be deemed to have been re-elected,
      unless at such meeting it is expressly resolved not to fill such vacated
      office or unless a resolution for the re-election of such Director shall
      have been put to the meeting and lost.

                              EXECUTIVE DIRECTORS

86.   The Board may from time to time appoint one or more of its body to be
      Managing Director or to hold any other employment or executive office
      with the Company for such period (subject to the Ordinance) and upon
      such terms and conditions as the Board may determine and may revoke or
      terminate any of such appointments. Any such revocation or termination
      as



                                    - 14 -
<PAGE>

      aforesaid shall be without prejudice to any claim for damages that such
      Director may have against the Company or the Company may have against
      such Director for any breach of any contract of service between him and
      the Company which may be involved in such revocation or termination.

87.   An Executive Director shall receive such remuneration (whether by way of
      salary, commission, participation in profits or otherwise) as the Board
      may determine, and either in addition to or in lieu of his remuneration
      as a Director.

                              ALTERNATE DIRECTORS

88.   (A)  Each Director shall have the power to appoint any person to be his
           alternate Director and may at his discretion remove such alternate
           Director. If such alternate Director is not another Director, such
           appointment, unless previously approved by the Board, shall have
           effect only upon and subject to it being so approved. Any
           appointment or removal of an alternate Director shall be effected
           by notice in writing signed by the appointor and delivered to the
           Office or tendered at a meeting of the Board, or in any other
           manner approved by the Board. An alternate Director shall, if his
           appointor so requests, be entitled to receive notices of meetings
           of the Board or of committees of the Board to the same extent as,
           but in lieu of, the Director appointing him and shall be entitled
           to such extent to attend and vote as a Director at any such meeting
           at which the Director appointing him is not personally present and
           generally at such meeting to exercise and discharge all the
           functions, powers and duties of his appointor as a Director and for
           the purposes of the proceedings at such meeting the provisions of
           these Articles shall apply as if he were a Director.

      (B)  Every person acting as an alternate Director shall (except as
           regards power to appoint an alternate Director and remuneration) be
           subject in all respects to the provisions of these Articles
           relating to Directors and shall alone be responsible to the Company
           for his acts and defaults and shall not be deemed to be the agent
           of or for the Director appointing him. An alternate Director may be
           paid reasonable expenses and shall be entitled to be indemnified by
           the Company to the same extent mutatis mutandis as if he were a
           Director but shall not be entitled to receive from the Company any
           fee in his capacity as an alternate Director.

      (C)  Every person acting as an alternate Director shall have one vote
           for each Director for whom he acts as alternate (in addition to his
           own vote if he is also a Director). The signature of an alternate
           Director to any resolution in writing of the Board or a committee
           of the Board shall, unless the notice of his appointment provides
           to the contrary, be as effective as the signature of his appointor.

      (D)  An alternate Director shall ipso facto cease to be an alternate
           Director if his appointor ceases for any reason to be a Director
           provided that, if at any meeting any Director retires by rotation
           or otherwise but is re-elected at the same meeting, any appointment
           made by him pursuant to this Article which was in force immediately
           before his retirement shall remain in force as though he had not
           retired.

                     ADDITIONAL REMUNERATION AND EXPENSES

89.   Each Director may be paid his reasonable travelling, hotel and
      incidental expenses of attending and returning from meetings of the
      Board or committees of the Board or general meetings or any other
      meeting which as a Director he is entitled to attend and shall be paid
      all expenses properly and reasonably incurred by him in the conduct of
      the Company's business or in the discharge of his duties as a Director.
      Any Director who, by request, goes or resides outside the jurisdiction
      in which he normally resides for any purposes 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 any remuneration provided for by or pursuant to any
      other Article.

                             DIRECTORS' INTERESTS

90.   (A)  A Director may hold any other office or place of profit with the
           Company (except



                                    - 15 -
<PAGE>

           that of Auditor) in conjunction with his office of Director for
           such period and upon such terms as the Board may determine, and may
           be paid such extra remuneration therefor (whether by way of salary,
           commission, participation in profits or otherwise) as the Board may
           determine, and such extra remuneration shall be in addition to any
           remuneration provided for by or pursuant to any other Article.
      (B)  A Director may act by himself or his firm in a professional
           capacity for the Company (otherwise than as Auditor) and he or his
           firm shall be entitled to remuneration for professional services as
           if he were not a Director.

      (C)  A Director of the Company may be or become a director or other
           officer of, or otherwise interested in, any company promoted by the
           Company or in which the Company may be interested and shall not be
           liable to account to the Company or the Members for any
           remuneration, profit or other benefit received by him as a director
           or officer of or from his interest in such other company. The Board
           may also cause the voting power conferred by the shares in any
           other company held or owned by the Company to be exercised in such
           manner in all respects as it thinks fit, including the exercise
           thereof in favour of any resolution appointing the Directors or any
           of them to be directors or officers of such other company, or
           voting or providing for the payment of remuneration to the
           directors or officers of such other company.

      (D)  A Director shall not vote on nor be counted in the quorum in
           relation to any resolution of the Board concerning his own
           appointment as the holder of any office or place of profit with the
           Company or any other company in which the Company is interested
           (included the arrangement or variation of the terms thereof, or the
           termination thereof).

      (E)  Where arrangements are under consideration concerning the
           appointment (including the arrangement or variation of the terms
           thereof, or the termination thereof) of two or more Directors to
           offices or places of profit with the Company or any other company
           in which the Company is interested, a separate resolution may be
           put in relation to each Director and in such case each of the
           Directors concerned shall be entitled to vote (and be counted in
           the quorum) in respect of each resolution except that concerning
           his own appointment (or the arrangement or variation of the terms
           thereof, or the termination thereof).

      (F)  Subject to the Ordinance and to the next paragraph of this Article,
           no Director or proposed or intending Director or his associate(s)
           shall be disqualified by the office of such Director from
           contracting with the Company, either with regard to his tenure of
           any office or place of profit or as vendor, purchaser or in any
           other manner, whatever, nor shall any such contract or any other
           contract or arrangement in which any Director or his associate(s)
           is/are in any way interested be liable to be avoided, nor shall any
           Director so contracting or being so interested or whose
           associate(s) so contracting or being so interested be liable to
           account to the Company or the Members for any remuneration, profit
           or other benefits realised by any such contract or arrangement by
           reason of such Director holding that office or of the fiduciary
           relationship thereby established.

      (G)  A Director who to his knowledge is or whose associate(s) is/are in
           any way, whether directly or indirectly, interested in a contract
           or arrangement or proposed contract or arrangement with the Company
           shall declare the nature of such interest at the meeting of the
           Board at which the question of entering into the contract or
           arrangement is first taken into consideration, if he knows his
           interest or that of his associate(s) then exists, or in any other
           case at the first meeting of the Board after he knows that he or
           his associate(s) is/are or has/have become so interested. For the
           purposes of this Article, a general notice to the Board by a
           Director to the effect that (a) he is a member of a specified
           company or firm and is to be regarded as interested in any contract
           or arrangement which may after the date of the notice be made with
           that company or firm or (b) he is to be regarded as interested in
           any contract or arrangement which may after the date of the notice
           be made with a specified person who is connected with him, shall be
           deemed to be a sufficient declaration of interest under this
           Article in relation to any such contract or arrangement; provided
           that no such notice shall be effective unless either it is given at
           a meeting of the Board or the Director takes reasonable steps to
           secure that it is brought up and read at the next



                                    - 16 -
<PAGE>

           Board meeting after it is given.




      (H)  Save as otherwise provided by these Articles, a Director shall not
           vote (nor be counted in the quorum) on any resolution of the Board
           approving any contract or arrangement or other proposal in which he
           or any of his associates is to his knowledge materially interested,
           and if he shall do so his vote shall not be counted, but such
           prohibition shall not apply to any of the following matters,
           namely:-

           (a)  any contract or arrangement or proposal for giving to such
                Director or his associate(s) any security or indemnity in
                respect of money lent by him or any of them or obligations
                incurred or undertaken by him or any of them at the request of
                or for the benefit of the Company or any of its subsidiaries;

           (b)  any contract or arrangement or proposal for the giving by the
                Company of any security or indemnity to a third party in
                respect of a debt or obligation of the Company or any of its
                subsidiaries for which the Director or his associate(s)
                has/have himself/themselves assumed responsibility in whole or
                in part whether alone or jointly under a guarantee or
                indemnity or by the giving of security;

           (c)  any contract or arrangement or proposal concerning an offer of
                shares or debentures or other securities of or by the Company
                or any other company which the Company may promote or be
                interested in for subscription or purchase which the Director
                or his associate(s) is/are or is/are to be interested as a
                participant in the underwriting or sub-underwriting of the
                offer;

           (d)  any contract or arrangement or proposal in which the Director
                or his associate(s) is/are interested in the same manner as
                other holders of shares or debentures or other securities of
                the Company by virtue only of his/their interest in shares or
                debentures or other securities of the Company;

           (e)  any contract or arrangement or proposal concerning any other
                company in which the Director or his associate(s) is/are
                interested only, whether directly or indirectly, as an officer
                or executive or shareholder or in which the Director or his
                associate(s) is/are beneficially interested in shares of that
                company, provided that the Director and any of his associates
                are not in aggregate beneficially interested in five per cent.
                or more of the issued shares of any class of such company or
                of the voting rights (or of any third company through which
                his interest or that of his associate(s) is derived); and

           (f)  any contract or arrangement or proposal concerning the benefit
                of employees of the Company or its subsidiaries including:

                (i)   the adoption, modification or operation of any
                      employees' share scheme or any share incentive or share
                      option scheme under which the Director or his associates
                      may benefit; or

                (ii)  the adoption, modification or operation of a pension
                      fund or retirement, death or disability benefits scheme
                      which relates both to Directors, his associates and
                      employees of the Company or any of its subsidiaries and
                      does not provide in respect of any Director, or his
                      associate(s), as such any privilege or advantage not
                      generally accorded to the class of persons to which such
                      scheme or fund relates.

      (I)  For the purposes of paragraph (H) above:-

           (a)  a company shall be deemed to be one in which a Director and
                his associate(s) own five per cent. or more if and so long as
                (but only if and so long as) the Director and his associate(s)
                (either directly or indirectly) are in aggregate the holders
                of or beneficially interested in five per cent. or more of the
                issued



                                    - 17 -
<PAGE>

                shares of any class of the equity share capital of that
                company or of the voting rights available to members of that
                company (or of any third company through which his interest or
                that of his associate(s) is derived), for which purpose there
                shall be disregarded any shares held by the Director or his
                associate(s) as bare or custodian trustee and in which he or
                any of them has no beneficial interest, any shares comprised
                in a trust in which the interest of the Director or his
                associate(s) is in reversion or reminder if and so long as
                some other person is entitled to receive the income of the
                trust, any shares comprised in an authorised unit trust scheme
                in which the Director or his associate(s) is/are interested
                only as a unit holder and any shares which carry no voting
                right at general meetings and very restrictive dividend and
                return of capital right; and

           (b)  where a company in which a Director and his associate(s) in
                aggregate own five per cent. or more is materially interested
                in a transaction, that Director and/or his associate(s) (as
                the case may be) shall also be deemed materially interested in
                that transaction.

      (J)  If any question shall arise at any meeting of the Board as to the
           materiality of the interest of a Director (other than the chairman
           of the meeting) or his associate(s) or as to the entitlement of any
           Director (other than such chairman) to vote or be counted in the
           quorum and such question is not resolved by his voluntarily
           agreeing to abstain from voting or not to be counted in the quorum,
           such question shall be referred to the chairman of the meeting and
           his ruling in relation to such other Director shall be final and
           conclusive except in a case where the nature or extent of the
           interest of the Director and/or his associate(s) concerned as known
           to such Director has not been fairly disclosed to the Board. If any
           question as aforesaid shall arise in respect of the chairman of the
           meeting such question shall be decided by a resolution of the Board
           (for which purpose such chairman shall not be counted in the quorum
           nor shall he be entitled to vote thereon) and such resolution shall
           be final and conclusive except in a case where the nature or extent
           of the interest of such chairman and/or his associate(s) as known
           to such chairman has not been fairly disclosed to the Board.

                               BORROWING POWERS

91.   The Board may from time to time at their discretion exercise all the
      powers of the Company to raise or borrow, or to secure the payment of
      any sum or sums of money for the purposes of the Company and to mortgage
      or charge all or any part of the undertaking, property and assets
      (present and future) and uncalled capital of the Company or any part
      thereof.

92.   The Board may raise or secure the payment or repayment of such sum or
      sums in such manner and upon such terms and conditions in all respects
      as they think fit and in particular by the issue of debentures,
      debenture stock, bonds or other securities of the Company whether
      outright or as collateral security for any debt, liability or obligation
      of the Company or of any third party.

93.   Debentures, debenture stock, bonds and other securities may be made
      assignable free from any equities between the Company and the person to
      whom the same may be issued.

94.   Any debentures, debenture stock, bonds or other securities may be issued
      at a discount, premium or otherwise and with any special privileges as
      to redemption, surrender, drawings, allotment of shares, attending and
      voting at general meetings of the Company, appointment of Directors and
      otherwise.

95.   The Board shall cause a proper register to be kept, in accordance with
      the provisions of the Ordinance, of all mortgages and charges
      specifically affecting the property of the Company and shall duly comply
      with the requirements of the Ordinance, in regard to the registration of
      mortgages and charges therein specified and otherwise.

96.   Where any uncalled capital of the Company is charged, all persons taking
      any subsequent charge thereon shall take the same subject to such prior
      charge, and shall not be entitled by notice to the members, or
      otherwise, to obtain priority over such prior charge.



                                    - 18 -
<PAGE>

                        POWERS AND DUTIES OF THE BOARD

97.   The business of the Company shall be managed by the Board, which may pay
      all expenses incurred in forming and registering the Company and may
      exercise all powers of the Company (whether relating to the management
      of the business of the Company or otherwise) which are not by the
      Ordinance or by these Articles required to be exercised by the Company
      in general meeting, subject nevertheless to the provisions of the
      Ordinance and of these Articles and to such regulations, being not
      inconsistent with such provisions, as may be prescribed by the Company
      in general meeting, but no regulations made by the Company in general
      meeting shall invalidate any prior act of the Board which would have
      been valid if such regulations had not been made. The general powers
      given by this Article shall not be limited or restricted by any special
      authority or power given to the Board by any other Article.

98.   The Board may establish any boards or agencies for managing any of the
      affairs of the Company, either in Hong Kong or elsewhere, and may
      appoint any persons to be members of such boards, may appoint any
      person, firm or company as managers or agents for the management of the
      whole or such part of the activities of the Company (and in particular,
      but without limitation, may appoint any company, firm or person to be
      the Company's investment manager), and may in each case fix their
      remuneration. The Board may delegate to any such board, manager or agent
      any of the powers, authorities and discretions vested in or exercisable
      by the Board, with power to sub-delegate, and may authorise the members
      of any such board or any of them to fill any vacancies therein and to
      act notwithstanding vacancies. Any such appointment or delegation may be
      made upon such terms and subject to such conditions as the Board may
      think fit, and the Board may remove any person appointed as aforesaid,
      and may revoke or vary such delegation, but no person dealing in good
      faith and without notice of any such revocation or variation shall be
      affected thereby.

99.   The Board may by power of attorney appoint any company, firm or person
      or any fluctuating body of persons, whether nominated directly or
      indirectly by the Board, to be the attorney or attorneys of the Company
      for such purposes and with such powers, authorities and discretions (not
      exceeding those vested in or exercisable by the Board under these
      Articles) and for such period and subject to such conditions as it may
      think fit, and any such power of attorney may contain such provisions
      for the protection and convenience of persons dealing with any such
      attorney as the Board may think fit, and may also authorise any such
      attorney to sub-delegate all or any of the powers, authorities and
      discretions vested in him.

100.  The Board may entrust to and confer upon any Director any of the powers
      exercisable by it upon such terms and conditions and with such
      restrictions as it thinks fit, and either collaterally with, or to the
      exclusion of, its own powers, and may from time to time revoke or vary
      all or any of such powers but no person dealing in good faith and
      without notice of such revocation or variation shall be affected
      thereby.

101.  The Company may exercise all the powers conferred by the Ordinance with
      regard to having official seals and such powers shall be vested in the
      Board.

102.  Subject to the provisions of the Ordinance, the Company may keep an
      overseas or local or other register in any place, and the Board may make
      and vary such regulations as it may think fit respecting the keeping of
      any such register.

103.  All cheques, promissory notes, drafts, bills of exchange and other
      instruments, whether negotiable or transferable or not, and all receipts
      for moneys paid to the Company shall be signed, drawn, accepted,
      endorsed or otherwise executed, as the case may be, in such manner as
      the Board shall from time to time by resolution determine.

104.  The Board shall cause minutes or records to be made in books provided
      for the purpose:-

      (a)  of all appointments of officers made by the Board;

      (b)  of the names of the Directors present at each meeting of the Board
           or committee of the Board; and



                                    - 19 -
<PAGE>

      (c)  of all resolutions and proceedings at all meetings of the Company
           and of the holders of any class of shares in the Company and of the
           Board and of any committee of the Board.

105.  The Board on behalf of the Company may exercise all the powers of the
      Company to grant pensions, annuities or other allowances and benefits in
      favour of any person including any Director or former Director or the
      relations, connections or dependants of any Director or former Director
      provided that no pension, annuity or other allowance or benefit (except
      such as may be provided for by any other Article) shall be granted to a
      Director or former Director who has not been an Executive Director or
      held any other office or place of profit under the Company or any of its
      subsidiaries or to a person who has no claim on the Company except as a
      relation, connection or dependant of a Director or former Director
      without the approval of an ordinary resolution of the Company. A
      Director or former Director shall not be accountable to the Company or
      the Members for any benefit of any kind conferred under or pursuant to
      this Article and the receipt of any such benefit shall not disqualify
      any person from being or becoming a Director of the Company.

106.  The Board may, by resolution, exercise any power conferred by the
      Ordinance to make provision for the benefit of persons employed or
      formerly employed by the Company or any of its subsidiaries in
      connection with the cessation or the transfer to any person for the
      whole or part of the undertaking of the Company or that subsidiary.

                           PROCEEDINGS OF THE BOARD

107.  The Board may meet for the despatch of business, adjourn and otherwise
      regulate its meetings as it thinks fit. Questions arising at any meeting
      shall be determined by a majority of votes. In the case of any equality
      of votes the chairman of the meeting shall have an additional or casting
      vote. A Director may, and the Secretary on the requisition of a Director
      shall, at any time summon a Board meeting.

108.  Notice of a Board meeting shall be deemed to be duly given to a Director
      if it is given to him personally or by word of mouth or sent in writing
      to him at his last known address or any other address given by him to
      the Company for this purpose. A Director absent or intending to be
      absent from Hong Kong may request the Board that notices of Board
      meetings shall during his absence be sent in writing to him at his last
      known address or any other address given by him to the Company for this
      purpose, but such notices need not be given any earlier than notices
      given to Directors not so absent and in the absence of any such request
      it shall not be necessary to give notice of a Board meeting to any
      Director who is for the time being absent from Hong Kong. A Director may
      waive notice of any meeting either prospectively or retrospectively.

109.  The quorum necessary for the transaction of the business of the Board
      may be fixed by the Board and, unless so fixed at any other number,
      shall be two. Any Director who ceases to be a Director at a Board
      meeting may continue to be present and to act as a Director and be
      counted in the quorum until the termination of the Board meeting if no
      other Director objects and if otherwise a quorum of Directors would not
      be present.

110.  The continuing Directors or a sole continuing Director may act
      notwithstanding any vacancy in the Board but, if and so long as the
      number of Directors is reduced below the minimum number fixed by or in
      accordance with these Articles, the continuing Directors or Director,
      notwithstanding that the number of Directors is below the number fixed
      by or in accordance with these Articles as the quorum or that there is
      only one continuing Director, may act for the purpose of filling
      vacancies in the Board or of summoning general meetings of the Company
      but not for any other purpose.

111.  The Board may elect a chairman and one or more deputy chairmen of its
      meetings and determine the period for which they are respectively to
      hold such office. If no such chairman or deputy chairman is elected, or
      if at any meeting neither the chairman nor any deputy chairman is
      present within five minutes after the time appointed for holding the
      same, the Directors present may choose one of their number to be
      chairman of the meeting.



                                    - 20 -
<PAGE>

112.  A meeting of the Board at which a quorum is present shall be competent
      to exercise all the powers, authorities and discretions for the time
      being vested in or exercisable by the Board.

113.  The Board may delegate any of its powers, authorities and discretions to
      any committee, consisting of such one or more Directors of the Company,
      together with such other persons, as it thinks fit, provided that, in
      the case of a committee consisting of two or more members, the majority
      of its members are Directors of the Company and no meeting of such
      committee shall be quorate for the purpose of exercising any of such
      powers, authorities or discretions unless a majority of those present
      are Directors of the Company. Any committee so formed shall, in the
      exercise of the powers, authorities and discretions so delegated,
      conform to any regulations which may be imposed on it by the Board.

114.  The meetings and proceedings of any committee consisting of two or more
      members shall be governed by the provisions contained in these Articles
      for regulating the meetings and proceedings of the Board so far as the
      same are applicable and are not superseded by any regulations imposed by
      the Board under the last preceding Article.

115.  A resolution in writing signed by all the Directors, or their alternate
      Directors, for the time being entitled to receive notice of a meeting of
      the Board, except such as are absent from Hong Kong or temporarily
      unable to act through ill-health or disability, (provided that number is
      sufficient to constitute a quorum) or by all the members of a committee
      for the time being shall be as valid and effectual as a resolution
      passed at a meeting of the Board or, as the case may be, of such
      committee duly called and constituted. Such resolution may be contained
      in one document or in several documents in like form each signed by one
      or more of the Directors or members of the committee concerned. A
      message sent by cable, telex or telegram or other form of electronic
      communication by a Director or his alternate Director shall be deemed to
      be a document signed by him for the purpose of this Article.

116.  All acts done by the Board or by any committee or by any person acting
      as a Director or member of a committee, shall, notwithstanding that it
      is afterwards discovered that there was some defect in the appointment
      of any member of the Board or such committee or person acting as
      aforesaid or that they or any of them were disqualified or had vacated
      office, be as valid as if every such person had been duly appointed and
      was qualified and had continued to be a Director or member of such
      committee.

                                   SECRETARY

117.  The Secretary shall be appointed by the Board for such term, at such
      remuneration and upon such conditions as it may think fit; and any
      Secretary so appointed may be removed by the Board.

118.  A provision of the Ordinance or these Articles requiring or authorising
      a thing to be done by or to a Director and the Secretary shall not be
      satisfied by its being done by or to the same person acting both as
      Director and as, or in place of, the Secretary.

                                     SEALS

119.  The Board shall provide for the custody of every Seal. A Seal shall only
      be used by the authority of the Board or of a committee of the Board
      authorised by the Board in that respect. Subject as otherwise provided
      in these Articles, any instrument to which the common seal is affixed
      shall be signed by any two Directors or one Director and the Secretary,
      or such other person or persons as the Board may from time to time by
      resolution appoint for the purpose, and any instrument to which an
      official seal is affixed need not, unless the Board for the time being
      otherwise determines or the law otherwise requires, be signed by any
      person.

119A. Every certificate for shares or other securities issued by the Company
      shall be issued under the seal of the Company which shall only be
      affixed to such certificates with the authority of the Board.



                                    - 21 -
<PAGE>

119B. The Board may by resolution approve any system for the affixing of the
      seal to certificates for shares or other securities issued by the
      Company either with the mechanical signatures of those witnessing the
      sealing or without any witnessing or signatures, and so that every such
      certificate to which the seal is affixed in accordance with any such
      approved system shall be valid and shall for the purpose of Article 119A
      be deemed to be sealed and executed with the authority of the Board.

119C. The Company may have an official seal for use for sealing certificates
      for shares or other securities issued by the Company as permitted by
      Section 73A of the Ordinance (and unless otherwise determined by the
      Board, no signature of any Director, officer or other person and no
      mechanical reproduction thereof shall be required on any such
      certificates or other document and so that every such certificate of
      other document to which such official seal is affixed shall be valid and
      shall for the purpose of Article 119A be deemed to have been sealed and
      executed with the authority of the Board notwithstanding the absence of
      any such signature or mechanical reproduction as aforesaid). The Company
      may have an official seal for use abroad under the provisions of the
      Ordinance where and as the Board shall determine, and the Company may by
      writing under the seal appoint any agents or agent, committees or
      committee abroad to be the duly authorised agents of the Company for the
      purpose of affixing and using such official seal and it may impose such
      restrictions on the use thereof as may be thought fit.

119D. (A)  The Board may from time to time and at any time, by power of
           attorney under the seal, appoint any company, firm or person or any
           fluctuating body of persons, whether nominated directly or
           indirectly by the Board, to be the attorney or attorneys of the
           Company for such purposes and with such powers, authorities and
           discretions (not exceeding those vested in or exercisable by the
           Board under these Articles) and for such period and subject to such
           conditions as it may think fit, and any such power of attorney may
           contain such provisions for the protection and convenience of
           persons dealing with any such attorney as the Board may think fit,
           and may also authorise any such attorney to sub-delegate all or any
           of the powers, authorities and discretions vested in him.

      (B)  The Company may, by writing under its seal, empower any person,
           either generally or in respect of any specified matter, as its
           attorney to execute deeds and instruments on its behalf and to
           enter into contracts and sign the same on its behalf and every deed
           signed by such attorney on behalf of the Company and under his seal
           shall bind the Company and have the same effect as if it were under
           the seal of the Company.

                         DIVIDENDS AND OTHER PAYMENTS

120.  Subject to the Ordinance and as hereinafter set out, the Company in
      general meeting may from time to time declare dividends to be paid to
      the Members according to their rights and interests in the profits
      available for distribution, but no dividend shall be declared in excess
      of the amount recommended by the Board.

121.  Except in so far as the rights attaching to, or the terms of issue of,
      any share otherwise provide:-

      (a)  all dividends shall be declared and paid according to the amounts
           paid up on the shares in respect of which the dividend is paid, but
           no amount paid up on a share in advance of calls shall be treated
           for the purposes of this Article as paid up on the share; and

      (b)  all dividends shall be apportioned and paid pro rata according to
           the amounts paid up on the shares during any portion or portions of
           the period in respect of which the dividend is paid.

122.  The Board may from time to time pay to the Members such interim
      dividends as appear to the Board to be justifiable according to the
      financial position of the Company; the Board may also pay any fixed
      dividend which is payable on any shares of the Company half-yearly or on
      any other dates, whenever such position, in the opinion of the Board,
      justifies such payment. If the share capital is divided into different
      classes, the Board may pay interim dividends on



                                    - 22 -
<PAGE>

      shares which confer deferred or non-preferred rights with regard to
      dividend as well as on shares which confer preferential rights with
      regard to dividend, but no interim dividend shall be paid on shares
      carrying deferred or non-preferred rights if, at the time of payment,
      any preferential dividend is in arrear. Provided the Directors act in
      good faith, they shall not incur any liability to the holders of shares
      conferring preferred rights for any loss they may suffer by the lawful
      payment of an interim dividend on any shares having deferred or
      non-preferred rights.

123.  The Board may deduct from any dividend or other moneys payable to a
      Member by the Company on or in respect of any shares all sums of money
      (if any) presently payable by him to the Company on account of calls or
      otherwise in respect of shares of the Company.

124.  No dividend or other moneys payable by the Company on or in respect of
      any share shall bear interest against the Company.

125.  (A)  In respect of any dividend proposed to be paid or declared by
           resolution of the Board or of the Company in general meeting, the
           Board may further resolve and announce prior to or
           contemporaneously with the payment or declaration of such
           dividend:-

           (a)  that such dividend be satisfied wholly or in part in the form
                of an allotment of shares credited as fully paid up provided
                that Members entitled thereto may elect to receive such
                dividend (or part thereof) in cash in lieu of such allotment.
                In such case, the following provisions shall apply:-

                (i)    the basis of any such allotment shall be determined by
                       the Board;

                (ii)   the Board, after determining the basis of allotment,
                       shall give not less than two weeks' notice in writing
                       or in such other form (including without limitation
                       electronic form and by way of publication on the
                       Company's website or computer network) and language(s)
                       as may from time to time be permitted under applicable
                       laws and the Listing Rules, to the holders of the
                       shares of the right of election accorded to them and
                       shall send with such notice forms of election and
                       specify the procedure to be followed and the place at
                       which and the latest date and time by which duly
                       completed forms of election must be lodged in order to
                       be effective;

                (iii)  the right of election may be exercised in respect of
                       the whole or part of that portion of the dividend in
                       respect of which the right of election has been
                       accorded;

                (iv)   the dividend (or that part of the dividend to be
                       satisfied by the allotment of shares as aforesaid)
                       shall not be payable in cash on shares in respect
                       whereof the cash election has not been duly exercised
                       ("the non-elected shares") and in lieu and in
                       satisfaction thereof shares shall be allotted credited
                       as fully paid up to the holders of the non-elected
                       shares on the basis of allotment determined as
                       aforesaid and for such purpose the Board shall
                       capitalise and apply out of any part of any of the
                       Company's reserve accounts (including any share premium
                       account or capital redemption reserve fund) or profit
                       and loss account or amounts otherwise available for
                       distribution as the Board may determine such sum as may
                       be required to pay up in full the appropriate number of
                       shares for allotment and distribution to and amongst
                       the holders of the non-elected shares on such basis; or

           (b)  that Members entitled to such dividend be entitled to elect to
                receive an allotment of shares credited as fully paid up in
                lieu of the whole or such part of the dividend as the Board
                may think fit. In such case, the following provisions shall
                apply:-

                (i)    the basis of any such allotment shall be determined by
                       the Board;



                                    - 23 -
<PAGE>

                (ii)   the Board, after determining the basis of allotment,
                       shall give not less than two weeks' notice in writing
                       or in such other form (including without limitation
                       electronic form and by way of publication on the
                       Company's website or computer network) and language(s)
                       as may from time to time be permitted under applicable
                       laws and the Listing Rules, to the holders of the
                       shares of the right of election accorded to them and
                       shall send with such notice forms of election and
                       specify the procedure to be followed and the place at
                       which and the latest date and time by which duly
                       completed forms of election must be lodged in order to
                       be effective;

                (iii)  the right of election may be exercised in respect of
                       the whole or part of that portion of the dividend in
                       respect of which the right of election has been
                       accorded;

                (iv)   the dividend (or that part of the dividend in respect
                       of which a right of election has been accorded) shall
                       not be payable in cash on shares in respect whereof the
                       share election has been duly exercised ("the elected
                       shares") and in lieu and in satisfaction thereof shares
                       shall be allotted credited as fully paid up to the
                       holders of the elected shares on the basis of allotment
                       determined as aforesaid and for such purpose the Board
                       shall capitalise and apply out of any part of any of
                       the Company's reserve accounts (including share premium
                       account and capital redemption reserve fund) or profit
                       and loss account or amounts otherwise available for
                       distribution as the Board may determine such sum as may
                       be required to pay up in full the appropriate number of
                       shares for allotment and distribution to and amongst
                       the holders of the elected shares on such basis.

      (B)  The shares allotted pursuant to the provisions of paragraph (A) of
           this Article shall rank pari passu in all respects with the shares
           then in issue save only as regards participation:-

           (a)  in the relevant dividend (or the right to receive or to elect
                to receive an allotment of shares in lieu thereof as
                aforesaid); or

           (b)  in any other distribution, bonus or right paid, made, declared
                or announced prior to or contemporaneously with the payment or
                declaration of the relevant dividend unless, contemporaneously
                with the announcement by the Board of its proposal to apply
                the provisions of sub-paragraph (i) and (ii) of paragraph (A)
                of this Article in relation to the relevant dividend or
                contemporaneously with its announcement of the distribution,
                bonus or rights in question, the board shall specify that the
                shares to be allotted pursuant to the provisions of paragraph
                (A) of this Article shall rank for participation in such
                distribution, bonus or rights.

      (C)  The Board may do all acts and things considered necessary or
           expedient to give effect to any capitalisation pursuant to the
           provisions of paragraph (A) of this Article with full power to the
           Board to make such provisions as it thinks fit in the case of
           shares becoming distributable in fractions (including provisions
           whereby, in whole or in part, fractional entitlements are
           aggregated and sold and the net proceeds distributed to those
           entitled or are disregarded or rounded up or down, or whereby the
           benefit of fractional entitlements accrues to the Company rather
           than to the Members concerned). The Board may authorise any person
           to enter into, on behalf of all Members interested, an agreement
           with the Company providing for such capitalisation and matters
           incidental thereto and any agreement made pursuant to such
           authority shall be effective and binding on all concerned.

      (D)  The Company may upon the recommendation of the Board by special
           resolution resolve in respect of any one particular dividend of the
           Company that



                                    - 24 -
<PAGE>

           notwithstanding the provisions of paragraph (A) of this Article a
           dividend may be satisfied wholly in the form of an allotment of
           shares credited as fully paid up without offering any right to the
           Members to elect to receive such dividend in cash in lieu of such
           allotment.



                                    - 25 -
<PAGE>

<PAGE>

126.  (A)  Any dividend, interest or other sum payable in cash to the holder
           of shares may be paid by cheque or warrant sent through the post
           addressed to the holder at his registered address or, in the case
           of joint holders, addressed to the holder whose name stands first
           in the Register in respect of the shares at his address as
           appearing in the Register or addressed to such person and at such
           address as the holder or joint holders may in writing direct. Every
           such cheque or warrant shall, unless the holder or joint holders
           otherwise direct, be made payable to the order of the holder or, in
           the case of joint holders, to the order of the holder whose name
           stands first on the Register in respect of such shares, and shall
           be sent at his or their risk and payment of the cheque or warrant
           by the bank on which it is drawn shall constitute a good discharge
           to the Company. Any one of two or more joint holders may give
           effectual receipts for any dividends or other moneys payable or
           property distributable in respect of the shares held by such joint
           holders.

      (B)  The Company may cease to send any cheque or warrant through the
           post for any dividend payable on any shares in the Company which is
           normally paid in that manner on those shares if in respect of at
           least two consecutive dividends payable on those shares the cheques
           or warrants have been returned undelivered or remain uncashed but,
           subject to the provisions of these Articles, shall recommence
           sending cheques or warrants in respect of dividends payable on
           those shares if the holder or person entitled by transmission
           claims the arrears of dividend and does not instruct the Company to
           pay future dividends in some other way.

127.  Any dividend unclaimed after a period of six years from the date of
      declaration of such dividend shall be forfeited and shall revert to the
      Company and the payment by the Board of any unclaimed dividend, interest
      or other sum payable on or in respect of a share into a separate account
      shall not constitute the Company a trustee in respect thereof.

128.  Any general meeting declaring a dividend may by ordinary resolution,
      upon the recommendation of the Board, direct payment or satisfaction of
      such dividend wholly or in part by the distribution of specific assets,
      and in particular of paid up shares or debentures of any other company,
      and the Board shall give effect to such direction, and where any
      difficulty arises in regard to such distribution the Board may settle it
      as it thinks expedient, and in particular may issue fractional
      certificates or authorise any person to sell and transfer any fractions
      or may ignore fractions altogether, and may fix the value for
      distribution purposes of any such specific assets and may determine that
      cash payments shall be made to any Members upon the basis of the value
      so fixed in order to secure equality of distribution and may vest any
      such specific assets in trustees as may seem expedient to the Board.

                                   RESERVES

129.  The Board may, before recommending any dividend, set aside out of the
      profits of the Company such sums as it thinks proper as reserves which
      shall, at the discretion of the Board, be applicable for any purposes
      for which the profits of the Company may be properly applied and pending
      such application may, also at such discretion, either be employed in the
      business of the Company or be invested in such investments as the Board
      may from time to time think fit. The Board may also without placing the
      same to reserve carry forward any profits which it may think it prudent
      not to distribute.

                           CAPITALISATION OF PROFITS

130.  The Company, may upon the recommendation of the Board, at any time and
      from time to time pass an ordinary resolution to the effect that it is
      desirable to capitalise all or any part of any amount for the time being
      standing to the credit of any reserve or fund (including the profit and
      loss account) whether or not the same is available for distribution and
      accordingly that such amount be set free for distribution among the
      Members or any class of Members who would be entitled thereto if it were
      distributed by way of dividend and in the same proportions, on the basis
      that the same is not paid in cash but is applied either in or towards
      paying up the amounts for the time being unpaid on any shares in the
      Company held by such Members respectively or in payment up in full of
      unissued shares, debentures or other obligations of the Company, to be
      allotted and distributed credited as fully paid up among such Members,
      or partly in one way and partly in the other, and the Board shall give
      effect to



                                    - 26 -
<PAGE>

      such resolution provided that, for the purposes of this Article, a
      share premium account and a capital redemption reserve, and any reserve
      or fund representing unrealised profits, may be applied only in paying
      up in full unissued shares of the Company to be allotted to such Members
      credited as fully paid.

131.  Where any difficulty arises in regard to any distribution under the last
      preceding Article the Board may settle the same as it thinks expedient
      and in particular may issue fractional certificates or authorise any
      person to sell and transfer any fractions or may resolve that the
      distribution should be as nearly as may be practicable in the correct
      proportion but not exactly so or may ignore fractions altogether, and
      may determine that cash payments shall be made to any Members in order
      to adjust the rights of all parties, as may seem expedient to the Board.
      The Board may appoint any person to sign on behalf of the persons
      entitled to participate in the distribution any contract necessary or
      desirable for giving effect thereto and such appointment shall be
      effective and binding upon the Members.

                                 RECORD DATES

132.  Notwithstanding any other provision of these Articles the Company or the
      Board may fix any date as the record date for any dividend,
      distribution, allotment or issue and such record date may be on or at
      any time before or after any date on which such dividend, distribution,
      allotment or issue is declared, paid or made.

                              ACCOUNTING RECORDS

133.  The Board shall cause to be kept such accounting records as are required
      to be kept by law.

134.  The accounting records shall be kept at the Office or, subject to the
      Ordinance, at such other place or places as the Board may think fit and
      shall always be open to inspection by the officers of the Company. No
      Member (other than an officer of the Company) shall have any right of
      inspecting any accounting record or book or document of the Company
      except as conferred by law or authorised by the Board.

135.  A printed copy of every balance sheet and profit and loss account,
      including every document required by law to be annexed thereto, which is
      to be laid before the Company in general meeting, accompanied by the
      directors' report and the auditors' report, shall be sent or made
      available to each person entitled thereto at least 21 days before the
      date of the meeting (or such other time as may be prescribed in the
      Ordinance from time to time) in accordance with the requirements of the
      Ordinance provided that this Article shall not require such documents to
      be sent or made available to a person so entitled if the Company has
      sent or made available to such person a copy of the summary financial
      report in such form (including without limitation electronic form and by
      way of publication on the Company's website or computer network) and
      language(s) as may from time to time be permitted under applicable
      provisions of the Ordinance. Copies shall also be sent in appropriate
      numbers to the Stock Exchange in accordance with the terms of any
      listing agreement for the time being binding on the Company or with the
      continuing obligations binding on the Company by virtue of any listing.

                                     AUDIT

136.  Auditors shall be appointed and their duties regulated in accordance
      with the Ordinance.

                    SERVICE OF NOTICES AND OTHER DOCUMENTS

137.  Any notice or other document (other than a share certificate) may be
      served on or delivered by the Company by sending it or making it
      available to the recipient by such means and in such form (including
      without limitation electronic form and by way of publication on the
      Company's website or computer network) and language(s) as may from time
      to time be permitted under applicable laws and the Listing Rules, or by
      advertisement inserted in newspapers circulating in Hong Kong including,
      where the issued ordinary share capital of the Company is for the time
      being listed on the Stock Exchange, at least one English language
      newspaper and one Chinese language newspaper (in which the relevant
      notice shall appear in the Chinese language), being in each case a
      newspaper published daily and circulating generally in Hong Kong and
      specified in the list of newspapers issued for the purposes of Section
      71A of the Ordinance by the Chief Secretary and published in The
      Government of the



                                    - 27 -
<PAGE>

      Hong Kong Special Administrative Region Gazette, and that any share
      certificate may be delivered to any Member by the Company by sending it
      through the post in a prepaid letter addressed to such Member at his
      registered address as appearing in the Register or by delivering it to
      or leaving it at such registered address addressed as aforesaid. In the
      case of joint holders of a share, service or delivery of any notice or
      other document on or to, or making the same available by the Company by
      such means and in such form (including without limitation electronic
      form and by way of publication on the Company's website or computer
      network) and language(s) as may from time to time be permitted under
      applicable laws and the Listing Rules to, any one of the joint holders
      shall for all purposes be deemed a sufficient service on or delivery to
      all the joint holders.

138.  Any such notice or other document if sent by post by the Company shall
      be deemed to have been served or delivered 24 hours after the time when
      it was put in the post (airmail if posted from Hong Kong to an address
      outside Hong Kong), and in proving such service or delivery it shall be
      sufficient to prove that the notice or document was properly addressed,
      stamped and put in the post. Any notice or other document if delivered
      or left at a registered address otherwise than by post shall be deemed
      to have been served or delivered on the day it was so delivered or left
      or made available. Any notice or other document served by advertisement
      shall be deemed to have been served on the day of issue of the newspaper
      in which the advertisement is published. Any notice or other document if
      sent or otherwise made available by the Company by electronic means or
      in electronic form (including where applicable by way of publication on
      the Company's website or computer network) shall be deemed to have been
      duly sent or made available at the time of transmission or as the case
      may be at the time when notice of publication on the Company's website
      or computer network is given to the recipient; and in proving such
      transmission, publication or the giving of notice thereof, a certificate
      in writing signed by the Secretary or other person appointed by the
      Board as to the act and time of such transmission, publication or the
      giving of notice thereof, shall be conclusive evidence thereof. Where a
      notice or document is sent or made available to a person in electronic
      form, it shall be transmitted to the electronic address or computer
      network or website supplied by him to the Company for the giving of
      notice or delivery of or the giving of notice thereof document from the
      Company to him to the extent permitted by, and in accordance with,
      applicable laws and the Listing Rules.

139.  Any notice or other document served on or delivered to or made available
      by the Company by such means or in such form (including without
      limitation electronic form and by way of publication on the Company's
      website or computer network) and language(s) as may from time to time be
      permitted under applicable laws and the Listing Rules to any Member
      shall, notwithstanding that such Member is then dead or bankrupt or that
      any other event has occurred, and whether or not the Company has notice
      of the death or bankruptcy or other event, be deemed to have been duly
      served or delivered in respect of any share registered in the name of
      such Member as sole or joint holder unless before the day of service or
      delivery of the notice or document or before the day the same is made
      available to him by such other means and in such other form (including
      without limitation electronic form and by way of publication on the
      Company's website or computer network) and language(s) as may from time
      to time be permitted under applicable laws and the Listing Rules, his
      name has been removed from the Register as the holder of the share, and
      such service or delivery or other act which is treated under the
      Ordinance as being as valid and effectual as service or delivery shall
      for all purposes be deemed a sufficient service or delivery of such
      notice or document on all persons interested (whether jointly with or as
      claiming through or under him) in the share.

139A. Where a person has in accordance with applicable laws, rules and
      regulations consented to receive notices and other documents from the
      Company in the English language only or the Chinese language only but
      not both, it shall be sufficient for the Company to serve on or deliver
      or make available to him any notice or document in such language only in
      accordance with these presents unless and until there is a notice of
      revocation or amendment of such consent given or deemed to have been
      given by such person to the Company in accordance with applicable laws,
      rules and regulations which shall have effect in respect of any notice
      or document to be served on or delivered to such person subsequent to
      the giving of such notice of revocation or amendment.

                           DESTRUCTION OF DOCUMENTS

140.  The Company may destroy:-



                                    - 28 -
<PAGE>

      (a)  any share certificate which has been cancelled at any time after
           the expiry of one year from the date of such cancellation;
      (b)  any dividend mandate or any variation or cancellation thereof or
           any notification of change of name or address at any time after the
           expiry of two years from the date such mandate, variation,
           cancellation or notification was recorded by the Company;

      (c)  any instrument of transfer of shares which has been registered at
           any time after the expiry of six years from the date of
           registration; and

      (d)  any other document on the basis of which any entry in the Register
           is made at any time after the expiry of six years from the date an
           entry in the Register was first made in respect of it;

           and it shall conclusively be presumed in favour of the Company that
           every share certificate so destroyed was a valid certificate duly
           and properly cancelled and that every instrument of transfer so
           destroyed was a valid and effective instrument duly and properly
           registered and that every other document destroyed hereunder was a
           valid and effective document in accordance with the recorded
           particulars thereof in the books or records of the Company.
           Provided always that:-

           (i)   the foregoing provisions of this Article shall apply only to
                 the destruction of a document in good faith and without
                 express notice to the Company that the preservation of such
                 document was relevant to a claim;

           (ii)  nothing contained in this Article shall be construed as
                 imposing upon the Company any liability in respect of the
                 destruction of any such document earlier than as aforesaid or
                 in any case where the conditions of proviso (i) above are not
                 fulfilled; and

           (iii) references in this Article to the destruction of any document
                 include references to its disposal in any manner.

                                  INFORMATION

140A. No member (not being a Director) shall be entitled to require
      discovering of or any information respecting any detail of the Company's
      trading or any matter 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 it will be inexpedient in
      the interests of the members of the Company to communicate to the
      public.

                                  WINDING UP

141.  If the Company shall be wound up, the liquidator may, with the sanction
      of a special resolution of the Company and any other sanction required
      by the Ordinance, 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
      values 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 assets upon
      which there is any liability.

                                   INDEMNITY

142.  (A)  Every Director, Executive Director, manager, secretary, officer and
           auditor of the Company shall be indemnified out of the funds of the
           Company against all liabilities incurred by him as such Director,
           Executive Director, manager, secretary, officer or auditor in
           defending any proceedings, whether civil or criminal, in which
           judgment is given in his favour, or in which he is acquitted, or in
           connection with any application under the Ordinance in which relief
           from liability is granted to him by the Court.



                                    - 29 -
<PAGE>

      (B)  Subject to Section 165 of the Ordinance, if any Director or other
           person shall become personally liable for the payment of any sum
           primarily due from the Company, the Directors may execute or cause
           to be executed any mortgage, charge, or security over or affecting
           the whole or any part of the assets of the Company by way of
           indemnity to secure the Director or person so becoming liable as
           aforesaid from any loss in respect of such liability.

                              UNTRACEABLE MEMBERS

143.  The Company may sell any shares in the Company, in such manner as the
      Board thinks fit, if:-

      (a)  all cheques or warrants in relation to the payment of dividends,
           being not less than three in total number, for any sum payable in
           cash to the holder of such shares in respect of them sent during
           the relevant period in the manner authorised by the Articles of the
           Company have remained uncashed or unclaimed;

      (b)  so far as it is aware at the end of the relevant period, the
           Company has not at any time during the relevant period received any
           indication of the existence of the Member who is the holder of such
           shares or of a person entitled to such shares by death, bankruptcy
           or operation of law; and

      (c)  the Company has by advertisement in one or more newspapers
           circulating in Hong Kong including where the issued ordinary share
           capital of the Company is for the time being listed on the Stock
           Exchange, the newspapers referred to in Article 137, given notice
           of its intention to sell such shares (which intention shall be
           notified to the Stock Exchange also) and a period of three months
           has elapsed since the date of such advertisement.

144.  For the purpose of the foregoing the "relevant period" means the period
      commencing twelve years before the date of publication of the
      advertisement referred to in paragraph (c) above and ending at the
      expiry of the period referred to in that paragraph.

145.  To give effect to any such sale the Board may authorise some person to
      transfer the said shares and an instrument of transfer signed or
      otherwise executed by or on behalf of such person shall be as effective
      as if it had been executed by the registered holder or the person
      entitled by transmission to such shares, and the purchaser shall not be
      bound to see to the application of the purchase moneys nor shall his
      title to the shares be affected by any irregularity or invalidity in the
      proceedings relating to the sale. The net proceeds of the sale will
      belong to the Company and upon receipt by the Company of such net
      proceeds it shall become indebted to the former Member for an amount
      equal to such net proceeds. No trust shall be created in respect of such
      debt and no interest shall be payable in respect of it and the Company
      shall not be required to account for any moneys earned from the net
      proceeds which may be employed in the business of the Company or as it
      thinks fit. Any sale under this Article shall be valid and effective
      notwithstanding that the Member holding the shares sold, is dead,
      bankrupt or otherwise under any legal disability or incapacity.

146.  Without prejudice to the rights of the Company, the Company may cease
      sending such cheques for dividend entitlements or dividend warrants by
      post if such cheques or warrants have been left uncashed for two
      consecutive occasions. However, the Company may exercise the power to
      cease sending cheques for dividend entitlements or dividend warrants
      after the first occasion on which such a cheque or warrant is returned
      undelivered.



                                    - 30 -
<PAGE>

------------------------------------------------------------------------------

               Names, Addresses and Descriptions of Subscribers

------------------------------------------------------------------------------







                          For and on behalf of
                          SHEEN FRIENDSHIP LIMITED
                          AU HUNG KWAN, Director
                                 19/F., Tower I, Tern Centre,
                                 237 Queen's Road Central,
                                 Sheung Wan, Hong Kong.
                                         Corporation





                          For and on behalf of
                          TRUE FRIENDSHIP LIMITED
                          AU HUNG KWAN, Director
                                  19/F., Tower I, Tern Centre,
                                  237 Queen's Road Central,
                                  Sheung Wan, Hong Kong.
                                           Corporation




------------------------------------------------------------------------------


       Dated the 6th day of May, 1999.

WITNESS to the above signatures:

                                                 STELLA LUK SUI CHU
                                                  Company Secretary
                                             19/F., Tower I, Tern Centre,
                                               237 Queen's Road Central,
                                                Sheung Wan, Hong Kong.



                                    - 31 -