Exhibit 1


                                   IMPORTANT

The Stock Exchange of Hong Kong Limited takes no responsibility for the
contents of this document, makes no representation as to its accuracy or
completeness and expressly disclaims any liability whatsoever for any loss
howsoever arising from or in reliance upon the whole or any part of the
contents of this document.

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

                                [LOGO OMITTED]

                        i-CABLE COMMUNICATIONS LIMITED
              (Incorporated in Hong Kong with limited liability)

Directors:                                        Registered Office:
Mr. Stephen T. H. Ng (Chairman & Chief            16th Floor, Ocean Centre,
                     Executive Officer)           Harbour City, Canton Road,
Dr. David K. D. Hsu*                              Kowloon,
Mr. F. K. Hu, GBS, CBE, JP*                       Hong Kong
Mr. Quinn Y. K. Law
Mr. Victor C. W. Lo, GBS, JP*
Dr. Dennis T. L. Sun, BBS, JP*
Mr. Samuel S. F. Wong
Sir Gordon Y. S. Wu, KCMG, FICE*
                                                  28th April, 2003
(* Independent Non-executive Directors)

To the Shareholders

Dear Sir or Madam,

                            ANNUAL GENERAL MEETING
           GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES
                     AMENDMENTS TO ARTICLES OF ASSOCIATION

1.   At an extraordinary general meeting of i-CABLE Communications Limited
     (the "Company") held on 6th June, 2002, ordinary resolutions were passed
     giving general mandates to directors of the Company (the "Directors") (i)
     to repurchase shares of the Company on The Stock Exchange of Hong Kong
     Limited (the "Stock Exchange") (or on any other stock exchange on which
     the securities of the Company may be listed and which is recognised by
     the Securities and Futures Commission and the Stock Exchange for that
     purpose) of up to 10 per cent. of the issued share capital of the Company
     as at 6th June, 2002; and (ii) to allot, issue and otherwise deal with
     shares up to a limit equal to (a) 20 per cent. of the shares of the
     Company in issue as at 6th June, 2002, plus (b)

                                     -1-

                                                i-CABLE Communications Limited


<PAGE>


     (authorised by a separate ordinary resolution as required by the Rules
     Governing the Listing of Securities on the Stock Exchange (the "Listing
     Rules")) the nominal amount of any shares repurchased by the Company.

2.   Under the terms of the Companies Ordinance and the Listing Rules, these
     general mandates will lapse at the conclusion of the Annual General
     Meeting ("AGM") for 2003, unless renewed at that meeting. Resolutions
     will be proposed at the AGM to renew these mandates, and the Explanatory
     Statement required by the Listing Rules to be sent to shareholders in
     connection with the proposed repurchase mandate is set out in the
     Appendix to this document.

3.   Following the recent enactment of the Securities and Futures Ordinance
     (Chapter 571 of the Laws of Hong Kong) and the repealing of the
     Securities and Futures (Clearing Houses) Ordinance (Chapter 420 of the
     Laws of Hong Kong), the Directors also recommend making corresponding
     amendments to the Articles of Association of the Company ("Articles of
     Association").

4.   Notice of the AGM is set out on pages 5 to 8 of this document. A form of
     proxy for use at the AGM is enclosed. Whether or not you intend to be
     present at the AGM, you are requested to complete the form of proxy and
     return it to the registered office of the Company in accordance with the
     instructions printed thereon not less than 48 hours before the time fixed
     for the holding of the AGM. Completion of the form of proxy and its
     return to the Company will not preclude you from attending, and voting
     at, the AGM if you so wish.

5.   The Directors believe that the general mandates and the proposed
     amendments to the Articles of Association are in the interests of the
     Company and its shareholders. Accordingly, the Directors recommend you to
     vote in favour of all the relevant resolutions to be proposed at the AGM.



                                                        Yours faithfully,
                                                        Stephen T. H. Ng
                                                           Chairman &
                                                     Chief Executive Officer

                                     -2-

                                                i-CABLE Communications Limited


<PAGE>


                                   APPENDIX

                             EXPLANATORY STATEMENT

     The following is the Explanatory Statement required to be sent to
shareholders under the Listing Rules in connection with the proposed general
mandate for repurchase of shares and also constitutes the Memorandum required
under section 49BA of the Companies Ordinance. References in this Statement to
"Share(s)" mean ordinary share(s) of HK$1.00 each in the capital of the
Company:

(i)    It is proposed that the general repurchase mandate will authorise the
       repurchase by the Company of up to 10 per cent. of the Shares in issue
       at the date of passing the resolution to approve the general repurchase
       mandate. As at 22nd April, 2003, being the latest practicable date for
       determining such figure, the number of Shares in issue was
       2,019,234,400 Shares. On the basis of such figure (and assuming no new
       Shares will be issued or no Share will be repurchased after 22nd April,
       2003 and up to the date of passing of such resolution), exercise in
       full of the general repurchase mandate would result in the repurchase
       by the Company of up to 201,923,440 Shares.

(ii)   The Directors believe that the general authority from shareholders to
       enable repurchase of Shares is in the interests of the Company and its
       shareholders. Repurchases may, depending on the circumstances, result
       in an increase in net assets and/or earnings per Share. The Directors
       are seeking the grant of a general mandate to repurchase Shares to give
       the Company the flexibility to do so if and when appropriate. The
       number(s) of Shares to be repurchased on any occasion and the price and
       other terms upon which the same are repurchased will be decided by the
       Directors at the relevant time having regard to the circumstances then
       pertaining.

(iii)  The funds required for any repurchase would be derived from the
       distributable profits of the Company legally available for such purpose
       in accordance with the Company's constitutive documents and the laws of
       Hong Kong.

(iv)   There could be an adverse impact on the working capital or gearing
       position of the Company (as compared with the position disclosed in its
       most recent audited accounts for the year ended 31st December, 2002
       being forwarded to all shareholders together with this circular letter)
       in the event that the general repurchase mandate were exercised in full
       at any time during the proposed repurchase period. However, the
       Directors do not propose to exercise the general repurchase mandate to
       such extent as would, in the circumstances, have a material adverse
       effect on the working capital of the Company or the gearing level which
       in the opinion of the Directors is from time to time appropriate for
       the Company.

(v)    There are no Directors or (to the best of the knowledge of the
       Directors, having made all reasonable enquiries) any associates (as
       defined in the Listing Rules) of the Directors of the Company who have
       a present intention, in the event that the general repurchase mandate
       is granted by shareholders, to sell Shares to the Company.

                                     -3-

                                                i-CABLE Communications Limited


<PAGE>


(vi)   The Directors have undertaken to the Stock Exchange to exercise the
       power of the Company to make purchases pursuant to the general
       repurchase mandate in accordance with the Listing Rules and the laws of
       Hong Kong.

(vii)  The Directors are not aware of any consequences which would arise under
       the Hong Kong Code on Takeovers and Mergers (the "Takeover Code") as a
       consequence of any purchases pursuant to the general repurchase
       mandate. However, if as a result of a repurchase of Shares a
       shareholder's proportionate interest in the voting rights of the
       Company increases, such increase would be treated as an acquisition for
       the purposes of the Takeover Code. Accordingly, a shareholder or group
       of shareholders acting in concert could obtain or consolidate control
       of the Company and become obliged to make a mandatory offer in
       accordance with Rule 26 of the Takeover Code.

(viii) No purchase has been made by the Company of Shares in the six months
       prior to the latest practicable date before the printing of this
       document.

(ix)   No connected persons (as defined in the Listing Rules) of the Company
       have notified the Company of a present intention to sell Shares to the
       Company and no such persons have undertaken not to sell Shares to the
       Company in the event that the general repurchase mandate is granted by
       shareholders.

(x)    The highest and lowest prices at which Shares were traded on the Stock
       Exchange in each of the previous twelve months are as follows:

                                         Highest (HK$)          Lowest (HK$)

       April 2002                           6.050                  4.975
       May 2002                             6.300                  5.500
       June 2002                            5.750                  4.675
       July 2002                            4.825                  3.600
       August 2002                          4.525                  3.850
       September 2002                       3.925                  2.750
       October 2002                         3.575                  2.925
       November 2002                        3.350                  2.875
       December 2002                        3.375                  2.575
       January 2003                         2.875                  2.550
       February 2003                        2.650                  1.950
       March 2003                           1.980                  1.640


                                     -4-

                                                i-CABLE Communications Limited


<PAGE>


                        i-CABLE COMMUNICATIONS LIMITED

                       NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Shareholders of
i-CABLE Communications Limited will be held in the Centenary Room, Ground
Floor, The Marco Polo Hongkong Hotel, 3 Canton Road, Kowloon, Hong Kong, on
Thursday, 29th May, 2003 at 10:00 a.m. for the purpose of transacting the
following business:

As ordinary business:

(1)  To receive and consider the Statement of Accounts and the Reports of the
     Directors and Auditors for the year ended 31st December, 2002.

(2)  To declare a Final Dividend for the year ended 31st December, 2002.

(3)  To re-elect retiring Directors.

(4)  To appoint Auditors and authorise the Directors to fix their
     remuneration.

And as special business, to consider and, if thought fit, to pass with or
without modification the following resolutions of which resolutions number (5)
to (7) will be proposed as ordinary resolutions and resolution number (8) will
be proposed as a special resolution:

                             ORDINARY RESOLUTIONS


(5)  "THAT:

     (a)  subject to paragraph (b) below, the exercise by the Directors of the
          Company during the Relevant Period of all the powers of the Company
          to purchase shares in the capital of the Company be and is hereby
          generally and unconditionally approved;

     (b)  the aggregate nominal amount of shares which may be purchased on The
          Stock Exchange of Hong Kong Limited or any other stock exchange
          recognised for this purpose by the Securities and Futures Commission
          of Hong Kong and The Stock Exchange of Hong Kong Limited under the
          Code on Share Repurchases pursuant to the approval in paragraph (a)
          above shall not exceed 10 per cent. of the aggregate nominal amount
          of the share capital of the Company in issue at the date of passing
          this Resolution, and the said approval shall be limited accordingly;
          and

     (c)  for the purpose of this Resolution, "Relevant Period" means the
          period from the passing of this Resolution until whichever is the
          earliest of:

          (aa) the conclusion of the next Annual General Meeting of the
               Company;

          (bb) the expiration of the period within which the next Annual
               General Meeting of the Company is required by law to be held;
               and

                                     -5-

                                                i-CABLE Communications Limited


<PAGE>


          (cc) the revocation or variation of the authority given under this
               Resolution by ordinary resolution of the shareholders in
               general meeting."

(6)  "THAT:

     (a)  subject to paragraph (c) below, the exercise by the Directors of the
          Company during the Relevant Period of all the powers of the Company
          to allot, issue and deal with additional shares in the capital of
          the Company and to make or grant offers, agreements and options
          which might require the exercise of such power be and is hereby
          generally and unconditionally approved;

     (b)  the approval in paragraph (a) shall authorise the Directors of the
          Company during the Relevant Period to make or grant offers,
          agreements and options which might require the exercise of such
          power after the end of the Relevant Period;

     (c)  the aggregate nominal amount of share capital allotted or agreed
          conditionally or unconditionally to be allotted (whether pursuant to
          an option or otherwise) by the Directors of the Company pursuant to
          the approval in paragraph (a), otherwise than pursuant to (i) any
          executive or employee share option or incentive scheme, or (ii) the
          rights attached to the 4% Convertible Bonds issued by the Company or
          any and all other rights, agreements and/or options (otherwise than
          pursuant to any share option or incentive scheme as aforementioned)
          made or granted prior to the time of passing this Resolution by the
          Directors of the Company which might require the allotment and issue
          of shares in the capital of the Company subsequent to the time of
          passing this Resolution, or (iii) a Rights Issue, or (iv) any scrip
          dividend or similar arrangement providing for the allotment of
          shares in lieu of the whole or part of a dividend on shares of the
          Company in accordance with the Articles of Association of the
          Company, shall not exceed the aggregate of:

          (aa) 20 per cent. of the aggregate nominal amount of the share
               capital of the Company in issue at the date of passing this
               Resolution; plus

          (bb) (if the Directors are so authorised by a separate ordinary
               resolution of the shareholders of the Company) the nominal
               amount of share capital of the Company repurchased by the
               Company subsequent to the passing of this Resolution (up to a
               maximum equivalent to 10 per cent. of the aggregate nominal
               amount of the share capital of the Company in issue at the date
               of passing this Resolution),

          and the said approval shall be limited accordingly; and

     (d)  for the purposes of this Resolution:

          "Relevant Period" means the period from the passing of this
          Resolution until whichever is the earliest of:

                                     -6-

                                                i-CABLE Communications Limited


<PAGE>


          (aa) the conclusion of the next Annual General Meeting of the
               Company;

          (bb) the expiration of the period within which the next Annual
               General Meeting of the Company is required by law to be held;
               and

          (cc) the revocation or variation of the approval given under this
               Resolution by ordinary resolution of the shareholders in
               general meeting; and

          "Rights Issue" means an offer of shares, or an offer of warrants,
          options or other securities giving rights to subscribe for shares,
          open for a period fixed by the Company or by the Directors of the
          Company to holders of shares of the Company or any class thereof on
          the register on a fixed record date in proportion to their then
          holdings of such shares or class thereof (subject to such exclusion
          or other arrangements as the Directors of the Company may deem
          necessary or expedient in relation to fractional entitlements or
          having regard to any restrictions or obligations under the laws of,
          or the requirements of any recognised regulatory body or any stock
          exchange in, any territory outside Hong Kong)."

(7)  "THAT the general mandate granted to the Directors of the Company to
     exercise the powers of the Company to allot, issue and deal with any
     additional shares of the Company pursuant to ordinary resolution (6) set
     out in the notice convening this meeting be and is hereby extended by the
     addition thereto of an amount representing the aggregate nominal amount
     of the share capital of the Company repurchased by the Company under the
     authority granted pursuant to ordinary resolution (5) set out in the
     notice convening this meeting, provided that such extended amount shall
     not exceed 10 per cent. of the aggregate nominal amount of the share
     capital of the Company in issue at the date of passing this Resolution."

                              SPECIAL RESOLUTION

(8)  "THAT the Articles of Association of the Company be hereby amended as
     follows:-

     (a)  by adding the following definitions immediately after the definition
          of "Secretary" in Article 2:

          '"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;' and

     (b)  by replacing the words `Securities and Futures (Clearing Houses)
          Ordinance (Chapter 420 of the laws of Hong Kong)' by the words `SFO'
          in Article 70."

                                                         By Order of the Board
                                                           Wilson W. S. Chan
                                                               Secretary

Hong Kong, 28th April, 2003

                                     -7-

                                                i-CABLE Communications Limited


<PAGE>


Registered Office:
16th Floor, Ocean Centre,
Harbour City, Canton Road,
Kowloon,
Hong Kong

Notes:

(a)  A member entitled to attend and vote at the meeting convened by the above
     notice is entitled to appoint one or more proxies to attend and, in the
     event of a poll, to vote in his stead. A proxy need not be a member of
     the Company. In order to be valid, the form of proxy together with the
     power of attorney or other authority, if any, under which it is signed
     (or a notarially certified copy of that power of attorney or authority)
     must be deposited at the Company's registered office at 16th Floor, Ocean
     Centre, Harbour City, Canton Road, Kowloon, Hong Kong not less than 48
     hours before the time appointed for the holding of the meeting or
     adjourned meeting.

(b)  With reference to the Ordinary Resolution proposed under item (6) above,
     the Directors wish to state that they have no immediate plans to issue
     any new shares of the Company pursuant to the mandate to be given
     thereunder, other than under the executive or employee share option or
     incentive scheme from time to time adopted by the Company or in
     accordance with the terms of issue of the 4% Convertible Bonds issued by
     the Company in November 1999.

(c)  The Register of Members will be closed from Thursday, 22nd May, 2003 to
     Thursday, 29th May, 2003, both days inclusive, during which period no
     transfer of shares of the Company can be effected. In order to qualify
     for the abovementioned Final Dividend, all transfers, accompanied by the
     relevant share certificates, must be lodged with the Company's
     Registrars, Tengis Limited, at Ground Floor, Bank of East Asia Harbour
     View Centre, 56 Gloucester Road, Wanchai, Hong Kong, not later than 4:30
     p.m. on Wednesday, 21st May, 2003.

                                     -8-

                                                i-CABLE Communications Limited


<PAGE>


                     THE COMPANIES ORDINANCE (CHAPTER 32)

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

                           Company Limited by Shares

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

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

                                      OF

                        i-CABLE Communications Limited

                           (Company Number: 676456)

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

                                  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" in relation to any director means:-

       (a)  his spouse and any child or step-child under the age of 18 years
            of the director or of his spouse ("family interests");

       (b)  the trustees, acting in their capacity as such trustees, of any
            trust of which he or any of his family interests is a beneficiary
            or, in the case of a discretionary trust, is a discretionary
            object; and

       (c)  any company in the equity capital of which he and/or his family
            interests taken together are directly or indirectly interested so
            as to exercise or control the exercise of 35 per cent. (or such
            lower amount as may from time to time be specified in the Hong
            Kong Code on Takeovers and Mergers as being the level for
            triggering a mandatory general offer) or more of the voting power
            at general meetings, or to control the composition of a majority
            of the board of directors and any other company which is its
            subsidiary or holding company or a fellow subsidiary of any such
            holding company;

       "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);


                                     -1-


<PAGE>


       "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;

       "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.


                                     -2-


<PAGE>


                                 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.

                            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.


                                     -3-


<PAGE>


                                   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.

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


                                     -4-


<PAGE>


       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 thereof.

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.


                                     -5-


<PAGE>


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.

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.


                                     -6-


<PAGE>


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.

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.


                                     -7-


<PAGE>


                              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.

       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.


                                     -8-


<PAGE>


                               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

       (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;


                                     -9-


<PAGE>


       (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.

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


                                     -10-


<PAGE>


       (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.

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.

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


                                     -11-


<PAGE>



       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 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


                                     -12-


<PAGE>


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 special 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 Director retiring at the meeting, unless
       recommended by the Board for re-election, shall be eligible for
       election to the office of Director at any general meeting unless notice
       in writing by some Member (not being the person to be proposed)
       entitled to attend and vote at the meeting of his intention to propose
       such person for election as Director and also notice in writing signed
       by the person to be proposed of his willingness to be elected, shall
       have been given to the Secretary at least seven days before the date of
       the 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.


                                     -13-


<PAGE>


                             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 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


                                     -14-


<PAGE>


            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 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).


                                     -15-


<PAGE>


       (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 shall be
            disqualified by his office 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 is in any way interested be liable to be
            avoided, nor shall any Director so contracting or being so
            interested be liable to account to the Company 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 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 his 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 then exists, or in any
            other case at the first meeting of the Board after he knows that
            he is or has 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 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
            in respect of any contract or arrangement or other proposal in
            which he is to his knowledge materially interested, and if he
            shall do so his vote shall not be counted, but this prohibition
            shall not apply to any of the following matters namely:-

            (i)    any contract or arrangement for giving to such Director any
                   security or indemnity in respect of money lent by him or
                   obligations undertaken by him at the request or for the
                   benefit of the Company or any of its subsidiaries;

            (ii)   any contract or arrangement 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 which the Director has
                   himself guaranteed or secured in whole or in part;

            (iii)  any contract or arrangement concerning an offer of shares,
                   debentures or other securities of or by the Company or any
                   other company which the Company may promote or be
                   interested in for subscription or purchase where such
                   Director is or is to be interested as a participant in the
                   underwriting or sub-underwriting of the offer;

            (iv)   any contract or arrangement in which he is interested in
                   the same manner as other holders of shares or debentures or
                   other securities of the issuer by


                                     -16-


<PAGE>


                   virtue only of his interest in shares or debentures or
                   other securities of the Company;

            (v)    any contract or arrangement concerning any other company
                   (not being a company in which he together with any of his
                   associates owns five per cent. or more) in which he is
                   interested only directly or indirectly as an officer or
                   executive of such company;

            (vi)   any proposal concerning the adoption, modification or
                   operation of a pension fund or retirement, death or
                   disability benefits scheme which relates both to Directors
                   and employees of the Company or of any of its subsidiaries
                   and does not provide in respect of any Director as such any
                   privilege or advantage not accorded to the employees to
                   which such scheme or fund relates; and

            (vii)  any proposal or arrangement concerning the adoption,
                   modification or operation of any employees' share scheme or
                   any share incentive or share option scheme for the benefit
                   of employees of the Company or of any of its subsidiaries
                   under which the Director may benefit.

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

            (i)    a company shall be deemed to be one in which a Director
                   owns five per cent. or more if and so long as (but only if
                   and so long as) he, together with any of his associates, is
                   (either directly or indirectly) the holder of beneficially
                   interested in five per cent. or more of any class of the
                   issued equity share capital of that company (or of any
                   third company through which his interest is derived) or of
                   the voting rights available to members of that company, for
                   which purpose there shall be disregarded any shares held by
                   the Director as bare or custodian trustee and in which he
                   has no beneficial interest, any shares comprised in a trust
                   in which his interest is in reversion or remainder if and
                   so long as some other person is entitled to receive the
                   income of the trust and any shares comprised in an
                   authorised unit trust scheme in which he is interested only
                   as a unit holder; and

            (ii)   where a company in which a Director owns five per cent. or
                   more is materially interested in a contract, he also shall
                   be deemed materially interested in that contract.

       (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 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 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 as known to such chairman has not been
            fairly disclosed to the Board.


                                     -17-


<PAGE>


                               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.

                        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


                                     -18-


<PAGE>


       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

       (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.


                                     -19-


<PAGE>


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.

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


                                     -20-


<PAGE>


       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.

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.


                                     -21-


<PAGE>


       (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 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;


                                     -22-


<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 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;

                 (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


                                     -23-


<PAGE>


                        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 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.

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


                                     -24-


<PAGE>


            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 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.


                                     -25-


<PAGE>


                                 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 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.


                                     -26-


<PAGE>


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:-

       (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;


                                     -27-


<PAGE>


       (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.


                                     -28-


<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.


                                     -29-


<PAGE>


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               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



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     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.


                                     -30-