Exhibit 1.3
 
 
 British Virgin Islands
 The International Business Companies Act
 (CAP. 291)
 
 Qiao Xing Universal Telephone, Inc.
 th
 Amendment registered this 28 th day of July 1997
 Amendment registered this 9 th day of January 2009
 (PORTCULLIS TRUSTNET LIMITED LOGO)
    
    Portcullis TrustNet (BVI) LimitedPortcullis TrustNet Chambers, P.O. Box 3444
Road Town, Tortola, British Virgin Islands
Telephone: (284) 494 5296
Fax: (284) 494 5283




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Qiao Xing Universal Telephone, Inc.
 NAME1.
    
    The name of the Company is Qiao Xing Universal Telephone, Inc.REGISTERED OFFICE2.
    
    The Registered Office of the Company will be the offices of Portcullis TrustNet (BVI)
Limited, Portcullis TrustNet Chambers, P.O. Box 3444, Road Town, Tortola, British Virgin
Islands.REGISTERED AGENT3.
    
    The Registered Agent of the Company will be Portcullis TrustNet (BVI) Limited of Portcullis
TrustNet Chambers, P.O. Box 3444, Road Town, Tortola, British Virgin Islands.GENERAL OBJECTS AND POWERS
 4.
    
    (1)
    
    The object of the Company
is to engage in any act or activity that is not prohibited under any law for the time being in force in the British Virgin Islands;
 (2)
    
    The Company may not
 (a)
    
    carry on business with persons resident in the British Virgin Islands;(b)
    
    own an interest in real property situate in the British Virgin Islands, other than a lease
referred to in paragraph (e) of subclause (3);(c)
    
    carry on banking or trust business, unless it is licensed to do so under the Banks and
Trust Companies Act, 1990;(d)
    
    carry on business as an insurance or reinsurance company, insurance agent or insurance
broker, unless it is licensed under an enactment authorising it to carry on that business;(e)
    
    carry on business of company management, unless it is licensed under the Company
Management Act, 1990; or(f)
    
    carry on the business of providing the registered office or the registered agent for
companies incorporated in the British Virgin Islands.
 (3)
    
    For the purposes of paragraph 4.2 (a), the Company shall not be treated as carrying on business
with persons resident in the British Virgin Islands if
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(a)
    
    it makes or maintains deposits with a person carrying on banking business within the
British Virgin Islands;(b)
    
    it makes or maintains professional contact with solicitors, barristers, accountants,
bookkeepers, trust companies, administration companies, investment advisers or other similar
persons carrying on business within the British Virgin Islands;(c)
    
    it prepares or maintains books and records within the British Virgin Islands;(d)
    
    it holds, within the British Virgin Islands, meetings of its directors or members;(e)
    
    it holds a lease of property for use as an office from which to communicate with members
or where books and records of the Company are prepared or maintained;(f)
    
    it holds shares, debt obligations or other securities in a company incorporated under the
International Business Companies Act or under the Companies Act; or(g)
    
    shares, debt obligations or other securities in the Company are owned by any person
resident in the British Virgin Islands or by any company incorporated under the International
Business Companies Act or under the Companies Act.
 (4)
    
    The Company shall have all such powers as are permitted by law for the time being in force
in the British Virgin Islands, irrespective of corporate benefit, to perform all acts and engage in
all activities necessary or conducive to the conduct, promotion or attainment of the object of the
Company.
 CURRENCY5.
    
    Shares in the Company shall be issued in the currency of the United States of America.AUTHORIZED CAPITAL6.
    
    The authorized capital of the Company is $200,000.00CLASSES, NUMBER AND PAR VALUE OF SHARES7.
    
    The authorized capital is made up of one class and one series of shares divided into
200,000,000 shares of $0.001 par value.DESIGNATIONS, POWERS PREFERENCES, ETC. OF SHARES8.
    
    All shares shall
 (a)
    
    have one vote each;(b)
    
    be subject to redemption, purchase or acquisition by the Company for fair value; and(c)
    
    have the same rights with regards to dividends and distributions upon liquidation of the
Company.
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VARIATION OF CLASS RIGHTS9.
    
    If at any time the authorized capital is divided into different classes or series of shares,
the rights attached to any class or series (unless otherwise provided by the terms of issue of
the shares of that class or series) may, whether or not the Company is being wound up, be
varied with the consent in writing of the holders of not less that three-fourths of the issued
shares of that class or series and of the holders of not less than three-fourths of the issued
shares of any other class or series of shares which may be affected by such variation.RIGHTS NOT VARIED BY THE ISSUE OF SHARES PARI PASSU10.
    
    The rights conferred upon the holders of the shares of any class issued with preferred or other
rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that
class, be deemed to be varied by the creation or issue of further shares ranking pari passu
therewith.REGISTERED SHARES AND BEARER SHARES11.
    
    Subject to the provisions of the Articles of Association annexed hereto (the Articles of
Association), shares may be issued as registered shares or to bearer as may be determined by a
resolution of directors.EXCHANGE OF REGISTERED SHARES AND BEARER SHARES12.
    
    Subject to the provisions of the Articles of Association, registered shares may be exchanged
for bearer shares and bearer shares may be exchanged for registered shares.TRANSFER OF REGISTERED SHARES13.
    
    Subject to the provisions of the Articles of Association registered shares in the Company may
be transferred subject to the prior or subsequent approval of the Company as evidenced by a
resolution of directors or by a resolution of members.SERVICE OF NOTICE ON HOLDERS OF BEARER SHARES14.
    
    Where shares are issued to bearer, the bearer or any other person required to be treated by the
Company as the bearer pursuant to Section 37M of the Act, identified for this purpose by the number
of the share certificate, may provide the Company with the name and address of an agent for service
of any notice, information or written statement required to be given to the bearer or that other
person, and service upon such agent at their given address shall constitute service upon the bearer
of such shares or that other person until such time as a new name and address for service is
provided to the Company. In the absence of such name and address of an agent being provided to the
Company any such notice, information or written statement shall be served upon any person named in
the share register as being the custodian of those shares at that custodians address appearing in
the share register or, where any other person is required to be treated as the bearer pursuant to
Section 37M of the Act, at the address for that person specified in the notice given to the
registered agent under that section. In the absence of such name and address being provided it
shall be sufficient for the purposes of service for the Company to publish the notice, information
or written statement or a summary thereof in one or more newspapers published or circulated in the
British Virgin Islands and in such other place, if any, as the Company shall from time to time by a
resolution of directors or a resolution of members determine. The directors of the Company must
give sufficient notice of meetings to allow the person receiving the notice a reasonable
opportunity to secure or exercise the right or privilege, other than the right or privilege to
vote, as to which the period of notice shall be governed by the Articles of Association. What
amounts to sufficient notice is a matter of fact to be determined after having regard to all the
circumstances.Service of any notice, information or written statement on any person at an address may be by
ordinary mail addressed to that person at that address or in any other way by which it can
reasonably be expected to reach
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that person at that address. A notice, information or written statement sent by mail shall be
deemed to have been served 3 days after the date of posting and where published shall be
deemed to have been served on the date of publication.AMENDMENT OF MEMORANDUM AND ARTICLES OF ASSOCIATION15.
    
    The Company may amend its Memorandum of Association and Articles of Association by a resolution
of members or by a resolution of directors.DEFINITIONS16.
    
    The meanings of words in this Memorandum of Association are as defined in the Articles of
Association.We, TrustNet (British Virgin Islands) Limited of Columbus Centre Building, Wickhams Cay,
Tortola, British Virgin Islands for the purpose of incorporating an International Business Company
under the laws of the British Virgin Islands hereby subscribe our name to this Memorandum of
Association the 6th day of December, 1994.in the presence of:
 Witness
    
    
    
    SubscriberDaimeon Fong (Sgd)
    
    
    
    William Johnston (Sgd)TrustNet Chambers
    
    
    
    TrustNet (British Virgin Islands) LimitedP.O. Box 3444Road Town, Tortola(Sgd. Daimeon Fong)
    
    
    
    (Sgd. William Johnston)
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Qiao Xing Universal Telephone, Inc.
  1.
    
    In these Articles, if not inconsistent with the subject or context, the words and expressions
standing in the first column of the following table shall bear the meanings set opposite them
respectively in the second column thereof.
 Words
    
    Meaningcapital
    
    The sum of the aggregate par value of all outstanding shares
with par value of the Company and shares with par value held
by the Company as treasury shares plus(a)
    
    the aggregate of the amounts designated as capital of
all outstanding shares without par value of the
Company and shares without par value held by the
Company as treasury shares, and(b)
    
    the amounts as are from time to time transferred from
surplus to capital by a resolution of directors.custodian
    
    A custodian as defined in the Actmember
    
    A person who holds shares in the Company.person
    
    An individual, a corporation, a trust, the estate of a deceased
individual, a partnership or an unincorporated association of
persons.resolution of
director
    
    (a)
    
    A resolution approved at a duly convened and
constituted meeting of directors of the Company or of
a committee of directors of the Company by the
affirmative vote of a simple majority of the directors
present at the meeting who voted and did not abstain;
or(b)
    
    a resolution consented to in writing by all directors or
of all members of the committee, as the case may be;
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Words
    
    Meaningexcept that where a director is given more than one
vote, he shall be counted by the number of votes he
casts for the purpose of establishing a majority.resolution of
members
    
    (a)
    
    A resolution approved at a duly convened and
constituted meeting of the members of the Company
by the affirmative vote of
 (i)
    
    a simple majority of the votes of the shares
entitled to vote thereon which were present at
the meeting and were voted and not
abstained, or(ii)
    
    a simple majority of the votes of each class or
series of shares which were present at the
meeting and entitled to vote thereon as a class
or series and were voted and not abstained
and of a simple majority of the votes of the
remaining shares entitled to vote thereon
which were present at the meeting and were
voted and not abstained; or
 (b)
    
    a resolution consented to in writing by
 (i)
    
    an absolute majority of the votes of shares
entitled to vote thereon, or(ii)
    
    an absolute majority of the votes of each class
or series of shares entitled to vote thereon as a
class or series and of an absolute majority of
the votes of the remaining shares entitled to
vote thereon;
 securities
    
    Shares and debt obligations of every kind, and options,
warrants and rights to acquire shares, or debt obligations.surplus
    
    The excess, if any, at the time of the determination of the total
assets of the Company over the aggregate of its total liabilities,
as shown in its books of account, plus the Companys capital.the Act
    
    The International Business Companies Act (CAP. 291)
including any modification, extension, re-enactment or renewal
thereof and any regulations made thereunder.the Memorandum
    
    The Memorandum of Association of the Company as originally
framed or as from time to time amended.the Seal
    
    Any Seal which has been duly adopted as the Seal of the
Company.
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Words
    
    Meaningthese Articles
    
    These Articles of Association as originally framed or as from
time to time amended.treasury shares
    
    Shares in the Company that were previously issued but were
repurchased, redeemed or otherwise acquired by the Company
and not cancelled.
 2.
    
    Written or any term of like import includes words typewritten, printed, painted, engraved,
lithographed, photographed or represented or reproduced by any mode of reproducing words in a
visible form, including telex, facsimile, telegram, cable or other form of writing produced by
electronic communication.3.
    
    Save as aforesaid any words or expressions defined in the Act shall bear the same meaning in
these Articles.4.
    
    Whenever the singular or plural number, or the masculine, feminine or neuter gender is used
in these Articles, it shall equally, where the context admits, include the others.5.
    
    A reference in these Articles to voting in relation to shares shall be construed as a
reference to voting by members holding the shares except that it is the votes allocated to the
shares that shall be counted and not the number of members who actually voted and a reference
to shares being present at a meeting shall be given a corresponding construction.6.
    
    A reference to money in these Articles is, unless otherwise stated, a reference to the
currency in which shares in the Company shall be issued according to the provisions of the
Memorandum.
  7.
    
    Every member holding registered shares in the Company shall be entitled to a certificate
signed by a director or officer of the Company and under the Seal specifying the share or
shares held by him and the signature of the director or officer and the Seal may be
facsimiles.8.
    
    Any member receiving a share certificate for registered shares shall indemnify and hold the
Company and its directors and officers harmless from any loss or liability which it or they
may incur by reason of any wrongful or fraudulent use or representation made by any person by
virtue of the possession thereof. If a share certificate for registered shares is worn out or
lost it may be renewed on production of the worn out certificate or on satisfactory proof of
its loss together with such indemnity as may be required by a resolution of directors.9.
    
    If several persons are registered as joint holders of any shares, any one of such persons may
give an effectual receipt for any dividend payable in respect of such shares.
  10.
    
    Subject to a request for the issue of bearer shares and to the payment of the appropriate
consideration for the shares to be issued, the Company may, to the extent authorized by the
Memorandum, issue bearer shares and, where required by the Act, the bearer share certificate
for such shares shall be delivered to a custodian to be specified in the request or, where not
so required by the Act, to and at the expense of such person as shall be specified in the
request. Bearer shares may not be issued for debt obligations, promissory notes or other
obligations to contribute money or property and registered shares issued for debt
obligations, promissory notes or other obligations to contribute money or property shall not
be exchanged for bearer shares unless such debt obligations, promissory notes or other
obligations to contribute money or property have been satisfied.
The Company may also upon receiving a request in writing accompanied by the share certificate
for the shares in question, exchange registered shares for bearer shares or may exchange
bearer shares for registered shares. Such request served on the Company by the holder of
bearer shares shall specify the name and address of the person to be registered and unless
the request is delivered in person by the bearer shall be authenticated as
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hereinafter provided. Such request served on the Company by the holder of bearer shares shall
also be accompanied by any coupons or talons which at the date of such delivery have not
become due for payment of dividends or any other distribution by the Company to the holders
of such shares. Following such exchange any share certificate for registered shares relating
to the exchanged shares shall be delivered as directed by the member requesting the exchange.
Where such request is served on the Company by the holder of registered shares, the Company
shall, where required by the Act, deliver the bearer share certificate relating to the
exchanged shares to a custodian to be specified in the request or, where not so required by
the Act, to and at the expense of such person as shall be specified in the request.
 11.
    
    Bearer share certificates shall be under the Seal and shall state that the bearer is entitled
to the shares therein specified, and may provide by coupons, talons or otherwise for the payment of
dividends or other moneys on the shares included therein.12.
    
    Subject to the provisions of the Act and of these Articles, the bearer of a bearer share
certificate shall be deemed to be a member of the Company and shall be entitled to the same rights
and privileges as he would have had if his name had been included in the share register of the
Company as the holder of the shares provided that where the Company is required to treat a person
as the bearer of a share pursuant to Section 37M of the Act the Company shall only recognize that
persons entitlements to the extent set out in the notice given under that section.13.
    
    Subject to any specific provisions in these Articles, in order to exercise his rights as a
member of the Company, the bearer of a bearer share certificate shall produce the bearer share
certificate as evidence of his membership of the Company. Without prejudice to the generality of
the foregoing, the following rights may be exercised in the following manner:
 (a)
    
    for the purpose of exercising his voting rights at a meeting, the bearer of a bearer share
certificate shall produce such certificate to the chairman of the meeting;(b)
    
    for the purpose of exercising his vote on a resolution in writing, the bearer of a bearer
share certificate shall cause his signature to any such resolution to be authenticated as
hereinafter set forth;(c)
    
    for the purpose of requisitioning a meeting of members, the bearer of a bearer share
certificate shall address his requisition to the directors and his signature thereon shall be duly
authenticated as hereinafter provided; and(d)
    
    for the purpose of receiving dividends, the bearer of a bearer share certificate shall
present at such places as may be designated by the directors any coupons or talons issued for such
purpose, or shall present the bearer share certificate to any paying agent authorized to pay
dividends.
 14.
    
    The signature of the bearer of a bearer share certificate shall be deemed to be duly
authenticated if the bearer of the bearer share certificate shall produce such certificate to a
notary public or a bank manager or a director or officer of the Company (herein referred to as an
authorized person) and the authorized person endorses the document bearing such signature with a
statement:
 (a)
    
    identifying the bearer share certificate produced to him by number and date and specifying
the number of shares and the class of shares (if appropriate) comprised therein;(b)
    
    confirming that the signature of the bearer of the bearer share certificate was subscribed
in his presence and that if the bearer is representing a body corporate he has so acknowledged and
has produced satisfactory evidence thereof; and(c)
    
    specifying the capacity in which he is qualified as an authorized person and, if a notary
public, affixing his seal thereto or, if a bank manager, attaching an identifying stamp of the bank
of which he is a manager.
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15
    
    Notwithstanding any other provisions of these Articles, at any time,
 (a)
    
    the bearer of a bearer share certificate, other than a custodian, may deliver the
certificate for such shares into the custody of the Company at its registered office, whereupon the
Company shall issue a receipt therefor under the Seal signed by a director or officer identifying
by name and address the person delivering such certificate and specifying the date and number of
the bearer share certificate so deposited and the number of shares comprised therein. Any such
receipt may be used by the person named therein for the purpose of exercising the rights vested in
the shares represented by the bearer share certificate so deposited including the right to appoint
a proxy. Any bearer share certificate so deposited shall be returned to the person named in the
receipt or his personal representative if such person be dead and thereupon the receipt issued
therefor shall be of no further effect whatsoever and shall be returned to the Company for
cancellation or, if it has been lost or mislaid, such indemnity as may be required by resolution of
directors shall be given to the Company.(b)
    
    where with respect to a bearer share the share register of the Company includes the name
of a custodian that custodian may exercise the rights vested in that share, including the right to
appoint a proxy, in the same manner as a registered shareholder without the need to produce the
bearer share certificate except that where any coupon or talon has been issued with respect to such
rights the Company shall require the production of that coupon or talon.(c)
    
    where with respect to a bearer share the Company is required to treat a person as the
bearer of that share pursuant to Section 37M of the Act, that person may exercise the rights to
which they are entitled including, where those rights include voting rights, the right to appoint a
proxy, in the same manner as a registered shareholder and without the need to produce the bearer
share certificate except that where any coupon or talon has been issued with respect to such rights
the Company shall require the production of that coupon or talon.
 16.
    
    The bearer of a bearer share certificate shall for all purposes be deemed to be the owner of
the shares comprised in such certificate and in no circumstances shall the Company or the chairman
of any meeting of members or the Companys registrars or any director or officer of the Company or
any authorized person be obliged to inquire into the circumstances whereby a bearer share
certificate came into the hands of the bearer thereof, or to question the validity or authenticity
of any action taken by the bearer of a bearer share certificate whose signature has been
authenticated as provided herein provided that where the Company is required to treat a person as
the bearer of a share pursuant to Section 37M of the Act the Company shall only recognize that
persons entitlements to the extent set out in the notice given under that section.17.
    
    If the bearer of a bearer share certificate shall be a corporation, then all the rights
exercisable by the bearer may be exercised by an individual duly authorized to represent the
corporation but unless such individual shall acknowledge that he is representing a corporation and
shall produce upon request satisfactory evidence that he is duly authorized to represent the
corporation, the individual shall for all purposes hereof be regarded as exercising those rights as
an individual provided that where the bearer is a custodian or where a company is required to treat
a corporation as the bearer of a share pursuant to Section 37M of the Act then that individual may
only exercise those rights after producing satisfactory evidence that he is duly authorized to
represent the custodian or corporation.18.
    
    The directors may provide for payment of dividends to the bearerof bearer shares by coupons or
talons and in such event the coupons or talons shall be in such form and payable at such time and
in such place or places as the directors shall resolve. The Company shall be entitled to recognize
the absolute right of the bearer of any coupon or talon issued as aforesaid to payment of the
dividend to which it relates and delivery of the coupon or talon to the Company or its agents shall
constitute in all respects a good discharge of the Company in respect of such dividend.19.
    
    If any bearer share certificate, coupon or talon be worn out or defaced, the directors may,
upon the surrender thereof for cancellation, issue a new one in its stead, and if any bearer share
certificate, coupon or talon be lost
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or destroyed, the directors may upon the loss or destruction being established to their
satisfaction, and upon such indemnity being given to the Company as it shall by resolution of
directors determine, issue a new bearer share certificate in its stead, and in either case on
payment of such sum as the Company may from time to time by resolution of directors require.
In case of loss or destruction the person to whom such new bearer share certificate, coupon
or talon is issued shall also bear and pay to the Company all expenses incidental to the
investigation by the Company of the evidence of such loss or destruction and to such
indemnity. The Company shall, where required by the Act, deliver any such replacement bearer
share certificate to a custodian to be nominated by the person requesting the replacement or,
where not so required by the Act, to such person as is specified by the person making the
request.
  20.
    
    Subject to the provisions of these Articles and any resolution of members, the unissued shares
of the Company shall be at the disposal of the directors who may, without limiting or affecting any
rights previously conferred on the holders of any existing shares or class or series of shares,
offer, allot, grant options over or otherwise dispose of shares to such persons, at such times and
upon such terms and conditions as the Company may by resolution of directors determine.21.
    
    No share in the Company may be issued until the consideration in respect thereof is fully paid,
and when issued the share is for all purposes fully paid and non- assessable save that a share
issued for a promissory note or other written obligation for payment of a debt may be issued
subject to forfeiture in the manner prescribed in these Articles.22.
    
    Shares in the Company shall be issued for money, services rendered, personal property, an
estate in real property, a promissory note or other binding obligation to contribute money or
property or any combination of the foregoing as shall be determined by a resolution of directors.23.
    
    Shares in the Company may be issued for such amount of consideration as the directors may from
time to time by resolution of directors determine, except that in the case of shares with par
value, the amount shall not be less than the par value, and in the absence of fraud the decision of
the directors as to the value of the consideration received by the Company in respect of the issue
is conclusive unless a question of law is involved. The consideration in respect of the shares
constitutes capital to the extent of the par value and the excess constitutes surplus.24.
    
    A share issued by the Company upon conversion of, or in exchange for, another share or a debt
obligation or other security in the Company, shall be treated for all purposes as having been
issued for money equal to the consideration received or deemed to have been received by the Company
in respect of the other share, debt obligation or security.25.
    
    Treasury shares may be disposed of by the Company on such terms and conditions (not otherwise
inconsistent with these Articles) as the Company may by resolution of directors determine.26.
    
    The Company may issue fractions of a share and a fractional share shall have the same
corresponding fractional liabilities, limitations, preferences, privileges, qualifications,
restrictions, rights and other attributes of a whole share of the same class or series of shares.27.
    
    Upon the issue by the Company of a share without par value, if an amount is stated in the
Memorandum to be authorized capital represented by such shares then each share shall be issued for
no less than the appropriate proportion of such amount which shall constitute capital, otherwise
the consideration in respect of the share constitutes capital to the extent designated by the
directors and the excess constitutes surplus, except that the directors must designate as capital
an amount of the consideration that is at least equal to the amount that the share is entitled to
as a preference, if any, in the assets of the Company upon liquidation of the Company.
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28.
    
    The Company may purchase, redeem or otherwise acquire and hold its own shares but only out of
surplus or in exchange for newly issued shares of equal value.29.
    
    Subject to provisions to the contrary in
 (a)
    
    the Memorandum or these Articles;(b)
    
    the designations, powers, preferences, rights, qualifications, limitations and
restrictions with which the shares were issued; or(c)
    
    the subscription agreement for the issue of the shares,
 the Company may not purchase, redeem or otherwise acquire its own shares without the consent
of members whose shares are to be purchased, redeemed or otherwise acquired provided that where
shares have not been deposited with a custodian as required by the Act nothing in the Memorandum or
these Articles, the designations, powers, preferences, rights, qualifications, limitations and
restrictions with which those shares were issued, the subscription agreement for the issue of those
shares, any shareholders agreement or any other agreement shall limit the Companys right to redeem
those shares without the consent of members whose shares are to be redeemed.30.
    
    No purchase, redemption or other acquisition of shares shall be made unless the directors
determine that immediately after the purchase, redemption or other acquisition the Company will be
able to satisfy its liabilities as they become due in the ordinary course of its business and the
realizable value of the assets of the Company will not be less than the sum of its total
liabilities, other than deferred taxes, as shown in the books of account, and its capital and, in
the absence of fraud, the decision of the directors as to the realizable value of the assets of the
Company is conclusive, unless a question of law is involved.31.
    
    A determination by the directors under the preceding Article is not required where shares are
purchased, redeemed or otherwise acquired
 (a)
    
    pursuant to a right of a member to have his shares redeemed or to have his shares
exchanged for money or other property of the Company;(b)
    
    by virtue of a transfer of capital pursuant to these Articles;(c)
    
    by virtue of the provisions of Section 83 of the Act; or(d)
    
    pursuant to an order of the Court.
 32.
    
    Shares that the Company purchases, redeems or otherwise acquires pursuant to the preceding
Article may be cancelled or held as treasury shares except to the extent that such shares are in
excess of 80 percent of the issued shares of the Company in which case they shall be cancelled but
they shall be available for reissue.33.
    
    Where shares in the Company are held by the Company as treasury shares or are held by another
company of which the Company holds, directly or indirectly, shares having more than 50 percent of
the votes in the election of directors of the other company, such shares of the Company are not
entitled to vote or to have dividends paid thereon and shall not be treated as outstanding for any
purpose except for purposes of determining the capital of the Company.34.
    
    The Company may purchase, redeem or otherwise acquire its shares at a price lower than the fair
value if permitted by, and then only in accordance with, the terms of
 (a)
    
    the Memorandum or these Articles; or(b)
    
    a written agreement for the subscription for the shares to be purchased, redeemed or
otherwise acquired.
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35.
    
    The Company may by a resolution of directors include in the computation of surplus for any
purpose the unrealized appreciation of the assets of the Company, and, in the absence of fraud, the
decision of the directors as to the value of the assets is conclusive, unless a question of law is
involved.
  36.
    
    Members may mortgage or charge their registered shares in the Company and upon satisfactory
evidence thereof the Company shall give effect to the terms of any valid mortgage or charge except
insofar as it may conflict with any requirements herein contained for consent to the transfer of
shares.37.
    
    In the case of the mortgage or charge of registered shares there may be entered in the share
register of the Company at the request of the registered holder of such shares
 (a)
    
    a statement that the shares are mortgaged or charged;(b)
    
    the name of the mortgagee or chargee; and(c)
    
    the date on which the aforesaid particulars are entered in the share register.
 38.
    
    Where particulars of a mortgage or charge are registered, such particulars shall be cancelled
 (a)
    
    with the consent of the named mortgagee or chargee or anyone authorized to act on his
behalf; or(b)
    
    upon evidence satisfactory to the directors of the discharge of the liability secured by
the mortgage or charge and the issue of such indemnities as the directors shall consider necessary
or desirable.
 39.
    
    Whilst particulars of a mortgage or charge are registered, no transfer of any share comprised
therein shall be effected without the written consent of the named mortgagee or chargee or anyone
authorized to act on his behalf.
  40.
    
    When shares issued for a promissory note or other written obligation for payment of a debt have
been issued subject to forfeiture, the following provisions shall apply.41.
    
    Written notice specifying a date for payment to be made and the shares in respect of which
payment is to be made shall be served on the member who defaults in making payment pursuant to a
promissory note or other written obligations to pay a debt.42.
    
    The written notice specifying a date for payment shall
 (a)
    
    name a further date not earlier than the expiration of 14 days from the date of service of
the notice on or before which payment required by the notice is to be made; and(b)
    
    contain a statement that in the event of non-payment at or before the time named in the
notice the shares, or any of them, in respect of which payment is not made will be liable to be
forfeited.
 43.
    
    Where a written notice has been issued and the requirements have not been complied with within
the prescribed time, the directors may at any time before tender of payment forfeit and cancel the
shares to which the notice relates.
 8




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44.
    
    The Company is under no obligation to refund any moneys to the member whose shares have been
forfeited and cancelled pursuant to these provisions. Upon forfeiture and cancellation of the
shares the member is discharged from any further obligation to the Company with respect to the
shares forfeited and cancelled.
  45.
    
    The Company shall have a first and paramount lien on every share issued for a promissory note
or for any other binding obligation to contribute money or property or any combination thereof to
the Company, and the Company shall also have a first and paramount lien on every share standing
registered in the name of a member, whether singly or jointly with any other person or persons, for
all the debts and liabilities of such member or his estate to the Company, whether the same shall
have been incurred before or after notice to the Company of any interest of any person other than
such member, and whether the time for the payment or discharge of the same shall have actually
arrived or not, and notwithstanding that the same are joint debts or liabilities of such member or
his estate and any other person, whether a member of the Company or not. The
Companys lien on a share shall extend to all dividends payable thereon. The directors 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.46.
    
    In the absence of express provisions regarding sale in the promissory note or other binding
obligation to contribute money or property, the Company may sell, in such manner as the directors
may by resolution of directors determine, 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 twenty-one days after a notice in writing, 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.47.
    
    The net proceeds of the sale by the Company of any shares on which it has a lien shall be
applied in or towards payment of discharge of the promissory note or other binding obligation to
contribute money or property or any combination thereof 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) be paid to the
holder of the share immediately before such sale. For giving effect to any such sale the directors
may authorize 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 in reference to the sale.
  48.
    
    Subject to any limitations in the Memorandum, registered shares in the Company may be
transferred by a written instrument of transfer signed by the transferor and containing the name
and address of the transferee, but in the absence of such written instrument of transfer the
directors may accept such evidence of a transfer of shares as they consider appropriate.49.
    
    The Company shall not be required to treat a transferee of a registered share in the Company as
a member until the transferees name has been entered in the share register.50.
    
    Subject to any limitations in the Memorandum, the Company must on the application of the
transferor or transferee of a registered share in the Company enter in the share register the name
of the transferee of the share save that the registration of transfers may be suspended and the
share register closed at such times and for such periods as the Company may from time to time by
resolution of directors determine provided always that such registration shall not be suspended and
the share register closed for more than 60 days in any period of 12 months.
 9




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51.
    
    The executor or administrator of a deceased member, the guardian of an incompetent member or
the trustee of a bankrupt member shall be the only person recognized by the Company as having any
title to his share but they shall not be entitled to exercise any rights as a member of the Company
until they have proceeded as set forth in the next following three Articles.52.
    
    The production to the Company of any document which is evidence of probate of the will, or
letters of administration of the estate, or confirmation as executor, of a deceased member or of
the appointment of a guardian of an incompetent member or the trustee of a bankrupt member shall be
accepted by the Company even if the deceased, incompetent or bankrupt member is domiciled outside
the British Virgin Islands if the document evidencing the grant of probate or letters of
administration, confirmation as executor, appointment as guardian or trustee in bankruptcy is
issued by a foreign court which had competent jurisdiction in the matter.
For the purpose of establishing whether or not a foreign court had competent
jurisdiction in such a matter the directors may obtain appropriate legal advice. The
directors may also require an indemnity to be given by the executor, administrator, guardian
or trustee in bankruptcy.53.
    
    Any person becoming entitled by operation of law or otherwise to a share or shares in
consequence of the death, incompetence or bankruptcy of any member may be registered as a member
upon such evidence being produced as may reasonably be required by the directors. An application by
any such person to be registered as a member shall for all purposes be deemed to be a transfer of
shares of the deceased, incompetent or bankrupt member and the directors shall treat it as such.54.
    
    Any person who has become entitled to a share or shares in consequence of the death,
incompetence or bankruptcy of any member may, instead of being registered himself, request in
writing that some person to be named by him be registered as the transferee of such share or shares
and such request shall likewise be treated as if it were a transfer.55.
    
    What amounts to incompetence on the part of a person is a matter to be determined by the court
having regard to all the relevant evidence and the circumstances of the case.
  56.
    
    The Company may by a resolution of directors amend the Memorandum to increase or reduce its
authorized capital and in connection therewith the Company may in respect of any unissued shares
increase or reduce the number of such shares, increase or reduce the par value of any such shares
or effect any combination of the foregoing.57.
    
    The Company may amend the Memorandum to
 (a)
    
    divide the shares, including issued shares, of a class or series into a larger number of
shares of the same class or series; or(b)
    
    combine the shares, including issued shares, of a class or series into a smaller number of
shares of the same class or series,
 provided, however, that where shares are divided or combined under (a) or (b) of this Article,
the aggregate par value of the new shares must be equal to the aggregate par value of the original
shares.58.
    
    The capital of the Company may by a resolution of directors be increased by transferring an
amount of the surplus of the Company to capital.59.
    
    Subject to the provisions of the two next succeeding Articles, the capital of the Company may
by resolution of directors be reduced by transferring an amount of the capital of the Company to
surplus.
 10




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60.
    
    No reduction of capital shall be effected that reduces the capital of the Company to an amount
that immediately after the reduction is less than the aggregate par value of all outstanding shares
with par value and all shares with par value held by the Company as treasury shares and the
aggregate of the amounts designated as capital of all outstanding shares without par value and all
shares without par value held by the Company as treasury shares that are entitled to a preference,
if any, in the assets of the Company upon liquidation of the Company.61.
    
    No reduction of capital shall be effected unless the directors determine that immediately after
the reduction the Company will be able to satisfy its liabilities as they become due in the
ordinary course of its business and that the realizable assets of the Company will not be less than
its total liabilities, other than deferred taxes, as shown in the books of the Company and its
remaining capital, and, in the absence of fraud, the decision of the directors as to the realizable
value of the assets of the Company is conclusive, unless a question of law is involved.
  62.
    
    The directors of the Company may convene meetings of the members of the Company at such times
and in such manner and places within or outside the British Virgin Islands as the directors
consider necessary or desirable.63.
    
    Upon the written request of members holding 10 percent or more of the outstanding voting shares
in the Company the directors shall convene a meeting of members.64.
    
    The directors shall give not less than 7 days notice of meetings of members to those persons
whose names on the date the notice is given appear as members in the share register of the Company
and are entitled to vote at the meeting. Where the share register records outstanding bearer shares
entitling the bearer to vote at the meeting then the same amount of notice shall be given to each
such bearer in the manner provided in the Memorandum.65.
    
    The directors may fix the date notice is given of a meeting of members as the record date for
determining those shares that are entitled to vote at the meeting.66.
    
    A meeting of members may be called on short notice:
 (a)
    
    if members holding not less than 90 percent of the total number of shares entitled to vote
on all matters to be considered at the meeting, or 90 percent of the votes of each class or series
of shares where members are entitled to vote thereon as a class or series together with not less
than a 90 percent majority of the remaining votes, have agreed to short notice of the meeting, or(b)
    
    if all members holding shares entitled to vote on all or any matters to be considered at
the meeting have waived notice of the meeting and for this purpose presence at the meeting shall be
deemed to constitute waiver.
 67.
    
    The inadvertent failure of the directors to give notice of a meeting to a member, or the fact
that a member has not received notice, does not invalidate the meeting.68.
    
    A member may be represented at a meeting of members by a proxy who may speak and vote on behalf
of the member.69.
    
    The instrument appointing a proxy shall be produced at the place appointed for the meeting
before the time for holding the meeting at which the person named in such instrument proposes to
vote.70.
    
    An instrument appointing a proxy shall be in substantially the following form or such other
form as the Chairman of the meeting shall accept as properly evidencing the wishes of the member
appointing the proxy.
 11




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I/We                         
being a member of the above Company with      shares HEREBY APPOINT
of                         
or failing him
of                               to be
my/our proxy to vote for me/us at the meeting of members to be held on the day of                        and at any
adjournment thereof.
 (Any restrictions on voting to be inserted here.)Signed this                          day of
 
 Member71.
    
    The following shall apply in respect of joint ownership of shares:
 (a)
    
    if two or more persons hold shares jointly each of them may be present in person or by
proxy at a meeting of members and may speak as a member;(b)
    
    if only one of the joint owners is present in person or by proxy he may vote on behalf of
all joint owners, and(c)
    
    if two or more of the joint owners are present in person or by proxy they must vote as
one.
 72.
    
    A member shall be deemed to be present at a meeting of members if he participates by telephone
or other electronic means and all members participating in the meeting are able to hear each other.73.
    
    A meeting of members is duly constituted if, at the commencement of the meeting, there are
present in person or by proxy not less than 50 percent of the votes of the shares or class or
series of shares entitled to vote on resolutions of members to be considered at the meeting. If a
quorum be present, notwithstanding the fact that such quorum may be represented by only one person
then such person may resolve any matter and a certificate signed by such person accompanied where
such person be a proxy by a copy of the proxy form shall constitute a valid resolution of members.74.
    
    If within two hours from the time appointed for the meeting a quorum is not present, the
meeting, if convened upon the requisition of members, shall be dissolved; in any other case it
shall stand adjourned to the next business day at the same time and place or to such other time and
place as the directors may determine, and if at the adjourned meeting there are present within one
hour from the time appointed for the meeting in person or by proxy not less than one third of the
votes of the shares or each class or series of shares entitled to vote on the resolutions to be
considered by the meeting, those present shall constitute a quorum but otherwise the meeting shall
be dissolved.75.
    
    At every meeting of members, the Chairman of the Board of Directors shall preside as chairman
of the meeting. If there is no Chairman of the Board of Directors or if the Chairman of the Board
of Directors is not present at the meeting, the members present shall choose some one of their
number to be the chairman. If the members are unable to choose a chairman for any reason, then the
person representing the greatest number of voting shares present in person or by prescribed form of
proxy at the meeting shall preside as chairman failing which the oldest individual member or
representative of a member present shall take the chair.
 12




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##### 



76.
    
    The chairman may, with the consent of the meeting, adjourn any meeting from time to time, and
from place to place, but no business shall be transacted at any adjourned meeting other than the
business left unfinished at the meeting from which the adjournment took place.77.
    
    At any meeting of the members the chairman shall be responsible for deciding in such manner as
he shall consider appropriate whether any resolution has been carried or not and the result of his
decision shall be announced to the meeting and recorded in the minutes thereof. If the chairman
shall have any doubt as to the outcome of any resolution put to the vote, he shall cause a poll to
be taken of all votes cast upon such resolution, but if the chairman shall fail to take a poll then
any member present in person or by proxy who disputes the announcement by the chairman of the
result of any vote may immediately following such announcement demand that a poll be taken and the
chairman shall thereupon cause a poll to be taken. If a poll is taken at any meeting, the result
thereof shall be duly recorded in the minutes of that meeting by the chairman.78.
    
    Any person other than an individual shall be regarded as one member and subject to the specific
provisions hereinafter contained for the appointment of representatives of such persons the right
of any individual to speak for or represent such member shall be determined by the law of the
jurisdiction where, and by the documents by which, the person is constituted or derives its
existence. In case of doubt, the directors may in good faith seek legal advice from any qualified
person and unless and until a court of competent jurisdiction shall otherwise rule, the directors
may rely and act upon such advice without incurring any liability to any member.79.
    
    Any person other than an individual which is a member of the Company may by resolution of its
directors or other governing body authorize such person as it thinks fit to act as its
representative at any meeting of the Company or of any class of members of the Company, and the
person so authorized shall be entitled to exercise the same powers on behalf of the person which he
represents as that person could exercise if it were an individual member of the Company.80.
    
    The chairman of any meeting at which a vote is cast by proxy or on behalf of any person other
than an individual may call for a notarially certified copy of such proxy or authority which shall
be produced within 7 days of being so requested or the votes cast by such proxy or on behalf of
such person shall be disregarded.81.
    
    Directors of the Company may attend and speak at any meeting of members of the Company and at
any separate meeting of the holders of any class or series of shares in the Company.82.
    
    An action that may be taken by the members at a meeting may also be taken by a resolution of
members consented to in writing or by telex, telegram, cable, facsimile or other written electronic
communication, without the need for any notice, but if any resolution of members is adopted
otherwise than by the unanimous written consent of all members, a copy of such resolution shall
forthwith be sent to all members not consenting to such resolution. The consent may be in the form
of counterparts, each counterpart being signed by one or more members.
  83.
    
    The first directors of the Company shall be appointed by the subscribers to the Memorandum; and
thereafter, the directors shall be elected by the members for such term as the members determine.84.
    
    The minimum number of directors shall be one and the maximum number shall be 20.85.
    
    Each director shall hold office for the term, if any, fixed by resolution of members or until
his earlier death, resignation or removal.86.
    
    A director may be removed from office, with or without cause, by a resolution of members or,
with cause, by a resolution of directors.
 13




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##### 



87.
    
    A director may resign his office by giving written notice of his resignation to the Company and
the resignation shall have effect from the date the notice is received by the Company or from such
later date as may be specified in the notice.88.
    
    The directors may at any time appoint any person to be a director either to fill a vacancy or
as an addition to the existing directors. A vacancy occurs through the death, resignation or
removal of a director, but a vacancy or vacancies shall not be deemed to exist where one or more
directors shall resign after having appointed his or their successor or successors.89.
    
    The Company shall keep such registers of directors as required by the Act or as determined by
resolution of the directors containing:
 (a)
    
    the names and addresses of the persons who are directors of the Company;(b)
    
    the date on which each person whose name is entered in the register was appointed as a
director of the Company;(c)
    
    the date on which each person named as a director ceased to be a director of the Company;
and(d)
    
    such other information as may be prescribed pursuant to the Act.
 90.
    
    The original or a copy of any register of directors shall be kept at the registered office of
the Company.91.
    
    With the prior or subsequent approval by a resolution of members, the directors may, by a
resolution of directors, fix the emoluments of directors with respect to services to be rendered in
any capacity to the Company.92.
    
    A director shall not require a share qualification and may be an individual or a company.
  93.
    
    The business and affairs of the Company shall be managed by the directors who may pay all
expenses incurred preliminary to and in connection with the formation and registration of the
Company and may exercise all such powers of the Company as are not by the Act or by the Memorandum
or these Articles required to be exercised by the members of the Company, subject to any delegation
of such powers as may be authorized by these Articles and to such requirements as may be prescribed
by a resolution of members; but no requirement made by a resolution of members shall prevail if it
be inconsistent with these Articles nor shall such requirement invalidate any prior act of the
directors which would have been valid if such requirement had not been made. Notwithstanding
anything in Section 80 of the Act the directors shall have the power to sell, transfer, lease,
exchange or otherwise dispose of more than fifty percent of the assets of the Company without
submitting a proposal to or obtaining the consent of the members of the Company.94.
    
    The directors may, by a resolution of directors, appoint any person, including a person who is
a director, to be an officer or agent of the Company. The resolution of directors appointing an
agent may authorize the agent to appoint one or more substitutes or delegates to exercise some or
all of the powers conferred on the agent by the Company.95.
    
    Every officer or agent of the Company has such powers and authority of the directors, including
the power and authority to affix the Seal, as are set forth in these Articles or in the resolution
of directors appointing the officer or agent, except that no officer or agent has any power or
authority with respect to the matters requiring a resolution of directors under the Act.
 14




---



##### 



96.
    
    Any director which is a body corporate may appoint any person its duly authorized
representative for the purpose of representing it at meetings of the Board of Directors or with
respect to unanimous written consents.97.
    
    The continuing directors may act notwithstanding any vacancy in their body, save that if their
number is reduced to their knowledge below the number fixed by or pursuant to these Articles as the
necessary quorum for a meeting of directors, the continuing directors or director may act only for
the purpose of appointing directors to fill any vacancy that has arisen or for summoning a meeting
of members.98.
    
    The directors may by resolution of directors exercise all the powers of the Company to borrow
money and to mortgage or charge its undertakings and property or any part thereof, to issue
debentures, debenture stock and other securities whenever money is borrowed or as security for any
debt, liability or obligation of the Company or of any third party.99.
    
    All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments 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 shall from time to time be determined by
resolution of directors.100.
    
    The Company may determine by resolution of directors to maintain at its registered office a
register of mortgages, charges and other encumbrances in which there shall be entered the following
particulars regarding each mortgage, charge and other encumbrance:
 (a)
    
    the sum secured;(b)
    
    the assets secured;(c)
    
    the name and address of the mortgagee, chargee or other encumbrancer;(d)
    
    the date of creation of the mortgage, charge or other encumbrance; and(e)
    
    the date on which the particulars specified above in respect of the mortgage, charge or
other encumbrance are entered in the register.
 101.
    
    The Company may further determine by a resolution of directors to register a copy of the
register of mortgages, charges or other encumbrances with the Registrar of Companies.
  102.
    
    The directors of the Company or any committee thereof may meet at such times and in such
manner and places within or outside the British Virgin Islands as the directors may determine to be
necessary or desirable.103.
    
    A director shall be deemed to be present at a meeting of directors if he participates by
telephone or other electronic means and all directors participating in the meeting are able to hear
each other.104.
    
    A director shall be given not less than 3 days notice of meetings of directors, but a meeting
of directors held without 3 days notice having been given to all directors shall be valid if all
the directors entitled to vote at the meeting who do not attend, waive notice of the meeting and
for this purpose, the presence of a director at a meeting shall constitute waiver on his part. The
inadvertent failure to give notice of a meeting to a director, or the fact that a director has not
received the notice, does not invalidate the meeting.105.
    
    A director may by a written instrument appoint an alternate who need not be a director and an
alternate is entitled to attend meetings in the absence of the director who appointed him and to
vote or consent in place of the director.
 15




---



##### 



106.
    
    A meeting of directors is duly constituted for all purposes if at the commencement of the
meeting there are present in person or by alternate not less than one half of the total number of
directors, unless there are only 2 directors in which case the quorum shall be 2.107.
    
    If the Company shall have only one director the provisions herein contained for meetings of
the directors shall not apply but such sole director shall have full power to represent and act for
the Company in all matters as are not by the Act or the Memorandum or these Articles required to be
exercised by the members of the Company and in lieu of minutes of a meeting shall record in writing
and sign a note or memorandum of all matters requiring a resolution of directors. Such a note or
memorandum shall constitute sufficient evidence of such resolution for all purposes.108.
    
    At every meeting of the directors the Chairman of the Board of Directors shall preside as
chairman of the meeting. If there is no Chairman of the Board of Directors or if the Chairman of
the Board of Directors is not present at the meeting the Vice Chairman of the Board of Directors
shall preside. If there is no Vice Chairman of the Board of Directors or if the Vice Chairman
of the Board of Directors is not present at the meeting the directors present shall choose some one
of their number to be chairman of the meeting.109.
    
    An action that may be taken by the directors or a committee of directors at a meeting may also
be taken by a resolution of directors or a committee of directors consented to in writing or by
telex, telegram, cable, facsimile or other written electronic communication by all directors or all
members of the committee as the case may be, without the need for any notice. The consent may be
in the form of counterparts, each counterpart being signed by one or more directors.110.
    
    The directors shall cause the following corporate records to be kept:
 (a)
    
    minutes of all meetings of directors, members, committees of directors, committees of
officers and committees of members;(b)
    
    copies of all resolutions consented to by directors, members, committees of directors,
committees of officers and committees of members; and(c)
    
    such other accounts and records as the directors by resolution of directors consider
necessary or desirable in order to reflect the financial position of the Company.
 111.
    
    The books, records and minutes shall be kept at the registered office of the Company, its
principal place of business or at such other place as the directors determine.112.
    
    The directors may, by resolution of directors, designate one or more committees, each
consisting of one or more directors.113.
    
    Each committee of directors has such powers and authorities of the directors, including the
power and authority to affix the Seal, as are set forth in the resolution of directors establishing
the committee, except that no committee has any power or authority to amend the Memorandum or these
Articles, to appoint directors or fix their emoluments, or to appoint officers or agents of the
Company.114.
    
    The meetings and proceedings of each committee of directors consisting of 2 or more directors
shall be governed mutatis mutandis by the provisions of these Articles regulating the proceedings
of directors so far as the same are not superseded by any provisions in the resolution establishing
the committee.
  115.
    
    The Company may by resolution of directors appoint officers of the Company at such times as
shall be considered necessary or expedient. Such officers may consist of a Chairman of the Board of
Directors, a Vice Chairman of the Board of Directors, a President and one or more Vice Presidents,
Secretaries and Treasurers
 16




---



##### 



and such other officers as may from time to time be deemed desirable. Any number of offices may be
held by the same person.
 116.
    
    The officers shall perform such duties as shall be prescribed at the time of their appointment
subject to any modification in such duties as may be prescribed thereafter by resolution of
directors or resolution of members, but in the absence of any specific allocation of duties it
shall be the responsibility of the Chairman of the Board of Directors to preside at meetings of
directors and members, the Vice Chairman to act in the absence           of
the Chairman, the President to
manage the day to day affairs of the Company, the Vice Presidents to act in order of seniority in
the absence of the President but otherwise to perform such duties as may be delegated to them by
the President, the Secretaries to maintain the share register, minute books and records (other than
financial records) of the Company and to ensure compliance with all procedural requirements imposed
on the Company by applicable law, and the Treasurer to be responsible for the financial affairs of
the Company.117.
    
    The emoluments of all officers shall be fixed by resolution of directors.118.
    
    The officers of the Company shall hold office until their successors are duly elected and
qualified, but any officer elected or appointed by the directors may be removed at any time, with
or without cause, by resolution of directors. Any vacancy occurring in any office of the Company
may be filled by resolution of directors.
  119.
    
    No agreement or transaction between the Company and one or more of its directors or any person
in which any director has a financial interest or to whom any director is related, including as a
director of that other person, is void or voidable for this reason only or by reason only that the
director is present at the meeting of directors or at the meeting of the committee of directors
that approves the agreement or transaction or that the vote or consent of the director is counted
for that purpose if the material facts of the interest of each director in the agreement or
transaction and his interest in or relationship to any other party to the agreement or transaction
are disclosed in good faith or are known by the other directors.120.
    
    A director who has an interest in any particular business to be considered at a meeting of
directors or members may be counted for purposes of determining whether the meeting is duly
constituted.
  121.
    
    Subject to the limitations hereinafter provided the Company may indemnify against all
expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and
reasonably incurred in connection with legal, administrative or investigative proceedings any
person who
 (a)
    
    is or was a party or is threatened to be made a party to any threatened, pending or
completed proceedings, whether civil, criminal, administrative or investigative, by reason of the
fact that the person is or was a director, an officer or a liquidator of the Company; or(b)
    
    is or was, at the request of the Company, serving as a director, officer or liquidator of,
or in any other capacity is or was acting for, another company or a partnership, joint venture,
trust or other enterprise.
 122.
    
    The Company may only indemnify a person if the person acted honestly and in good faith with a
view to the best interests of the Company and, in the case of criminal proceedings, the person had
no reasonable cause to believe that his conduct was unlawful.123.
    
    The decision of the directors as to whether the person acted honestly and in good faith and
with a view to the best interests of the Company and as to whether the person had no reasonable
cause to believe that his conduct
 17




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##### 



was unlawful is, in the absence of fraud, sufficient for the purposes of these Articles, unless a
question of law is involved.
 124.
    
    The termination of any proceedings by any judgment, order, settlement, conviction or the
entering of a nolle prosequi does not, by itself, create a presumption that the person did not act
honestly and in good faith and with a view to the best interests of the Company or that the person
had reasonable cause to believe that his conduct was unlawful.125.
    
    If a person to be indemnified has been successful in defence of any proceedings referred to
above the person is entitled to be indemnified against all expenses, including legal fees, and
against all judgments, fines and amounts paid in settlement and reasonably incurred by the person
in connection with the proceedings.126.
    
    The Company may purchase and maintain insurance in relation to any person who is or was a
director, an officer or a liquidator of the Company, or who at the request of the Company is or was
serving as a director, an officer or a liquidator of, or in any other capacity is or was acting
for, another company or a partnership, joint venture, trust or other enterprise, against any
liability asserted against the person and incurred by the person in that capacity, whether or not
the Company has or would have had the power to indemnify the person against the liability as
provided in these Articles.
  127.
    
    The Company may have more than one Seal and references herein to the Seal shall be references
to every Seal which shall have been duly adopted by resolution of directors. The directors shall
provide for the safe custody of the Seal and for an imprint thereof to be kept at the Registered
Office. Except as otherwise expressly provided herein the Seal when affixed to any written
instrument shall be witnessed and attested to by the signature of a director or any other person so
authorized from time to time by resolution of directors. Such authorization may be before or after
the Seal is affixed, may be general or specific and may refer to any number of sealings. The
Directors may provide for a facsimile of the Seal and of the signature of any director or
authorized person which may be reproduced by printing or other means on any instrument and it shall
have the same force and validity as if the Seal had been affixed to such instrument and the same
had been signed as hereinbefore described.
  128.
    
    The Company may by a resolution of directors declare and pay dividends in money, shares, or
other property, but dividends shall only be declared and paid out of surplus. In the event that
dividends are paid in specie the directors shall have responsibility for establishing and recording
in the resolution of directors authorizing the dividends, a fair and proper value for the assets to
be so distributed.129.
    
    The directors may from time to time pay to the members such interim dividends as appear to the
directors to be justified by the profits of the Company.130.
    
    The directors may, before declaring any dividend, set aside out of the profits of the Company
such sum as they think proper as a reserve fund, and may invest the sum so set aside as a reserve
fund upon such securities as they may select.131.
    
    No dividend shall be declared and paid unless the directors determine that immediately after
the payment of the dividend the Company will be able to satisfy its liabilities as they become due
in the ordinary course of its business and the realizable value of the assets of the Company will
not be less than the sum of its total liabilities, other than deferred taxes, as shown in its books
of account, and its capital. In the absence of fraud, the decision of the directors as to the
realizable value of the assets of the Company is conclusive, unless a question of law is involved.
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132.
    
    Notice of any dividend that may have been declared shall be given to each member in manner
hereinafter mentioned and all dividends unclaimed for 3 years after having been declared may be
forfeited by resolution of directors for the benefit of the Company.133.
    
    No dividend shall bear interest as against the Company and no dividend shall be paid on
treasury shares or shares held by another company of which the Company holds, directly or
indirectly, shares having more than 50 percent of the vote in electing directors.134.
    
    A share issued as a dividend by the Company shall be treated for all purposes as having been
issued for money equal to the surplus that is transferred to capital upon the issue of the share.135.
    
    In the case of a dividend of authorized but unissued shares with par value, an amount equal to
the aggregate par value of the shares shall be transferred from surplus to capital at the time of
the distribution.136.
    
    In the case of a dividend of authorized but unissued shares without par value, the amount
designated by the directors shall be transferred from surplus to capital at the time of the
distribution, except that the directors must designate as capital an amount that is at least equal
to the amount that the shares are entitled to as a preference, if any, in the assets of the Company
upon liquidation of the Company.137.
    
    A division of the issued and outstanding shares of a class or series of shares into a larger
number of shares of the same class or series having a proportionately smaller par value does not
constitute a dividend of shares.
  138.
    
    The Company may by resolution of members call for the directors to prepare periodically a
profit and loss account and a balance sheet. The profit and loss account and balance sheet shall be
drawn up so as to give respectively a true and fair view of the profit and loss of the Company for
the financial period and a true and fair view of the state of affairs of the Company as at the end
of the financial period.139.
    
    The Company may by resolution of members call for the accounts to be examined by auditors.140.
    
    The first auditors shall be appointed by resolution of directors; subsequent auditors shall be
appointed by a resolution of members.141.
    
    The auditors may be members of the Company but no director or other officer shall be eligible
to be an auditor of the Company during his continuance in office.142.
    
    The remuneration of the auditors of the Company
 (a)
    
    in the case of auditors appointed by the directors, may be fixed by resolution of
directors; and(b)
    
    subject to the foregoing, shall be fixed by resolution of members or in such manner as the
Company may by resolution of members determine.
 143.
    
    The auditors shall examine each profit and loss account and balance sheet required to be
served on every member of the Company or laid before a meeting of the members of the Company and
shall state in a written report whether or not
 (a)
    
    in their opinion the profit and loss account and balance sheet give a true and fair view
respectively of the profit and loss for the period covered by the accounts, and of the state of
affairs of the Company at the end of that period; and(b)
    
    all the information and explanations required by the auditors have been obtained.
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144.
    
    The report of the auditors shall be annexed to the accounts and shall be read at the meeting
of members at which the accounts are laid before the Company or shall be served on the members.145.
    
    Every auditor of the Company shall have a right of access at all times to the books of account
and vouchers of the Company, and shall be entitled to require from the directors and officers of
the Company such information and explanations as he thinks necessary for the performance of the
duties of the auditors.146.
    
    The auditors of the Company shall be entitled to receive notice of, and to attend any meetings
of members of the Company at which the Companys profit and loss account and balance sheet are to
be presented.
  147.
    
    Any notice, information or written statement to be given by the Company to members may be
served in the case of members holding registered shares in any way by which it can reasonably be
expected to reach each member or by mail addressed to each member at the address shown in the share
register and in the case of bearers of bearer shares, in the manner provided in the Memorandum.148.
    
    Any summons, notice, order, document, process, information or written statement to be served
on the Company may be served by leaving it, or by sending it by registered mail addressed to the
Company, at its registered office, or by leaving it with, or by sending it by registered mail
to, the registered agent of the Company.149.
    
    Service of any summons, notice, order, document, process, information or written statement to
be served on the Company may be proved by showing that the summons, notice, order, document,
process, information or written statement was delivered to the registered office or the registered
agent of the Company or that it was mailed in such time as to admit to its being delivered to the
registered office or the registered agent of the Company in the normal course of delivery within
the period prescribed for service and was correctly addressed and the postage was prepaid.
  150.
    
    The directors may establish and maintain or procure the establishment and maintenance of any
non-contributory or contributory pension or superannuation funds for the benefit of, and give or
procure the giving of donations, gratuities, pensions, allowances or emoluments to, any persons who
are or were at any time in the employment or service of the Company or any company which is a
subsidiary of the Company or is allied to or associated with the Company or with any such
subsidiary, or who are or were at any time directors or officers of the Company or of any such
other company as aforesaid or who hold or held any salaried employment or office in the Company or
such other company, or any persons in whose welfare the Company or any such other company as
aforesaid is or has been at any time interested, and to the wives, widows, families and dependents
of any such person, and may make payments for or towards the insurance of any such persons as
aforesaid, and may do any of the matters aforesaid either alone or in conjunction with any such
other company as aforesaid. Subject always to the proposal being approved by resolution of members,
a director holding any such employment or office shall be entitled to participate in and retain for
his own benefit any such donation, gratuity, pension allowance or emolument.
  151.
    
    The Company may voluntarily commence to wind up and dissolve by a resolution of members but if
the Company has never issued shares it may voluntarily commence to wind up and dissolve by
resolution of directors.
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152.
    
    The Company may by resolution of members or by a resolution passed unanimously by all
directors of the Company continue as a company incorporated under the laws of a jurisdiction outside the
British Virgin Islands in the manner provided under those laws.
  153.
    
    Whenever any difference arises between the Company on the one hand and any of the members or
their executors, administrators or assigns on the other hand, touching the true intent and
construction or the incidence or consequences of these Articles or of the Act, touching anything
done or executed, omitted or suffered in pursuance of the Act or touching any breach or alleged
breach or otherwise relating to the premises or to these Articles, or to any Act or Ordinance
affecting the Company or to any of the affairs of the Company such difference shall, unless the
parties agree to refer the same to a single arbitrator, be referred to 2 arbitrators one to be
chosen by each of the parties to the difference and the arbitrators shall before entering on the
reference appoint an umpire.154.
    
    If either party to the reference makes default in appointing an arbitrator either originally
or by way of substitution (in the event that an appointed arbitrator shall die, be incapable of
acting or refuse to act) for 10 days after the other party has given him notice to appoint the
same, such other party may appoint an arbitrator to act in the place of the arbitrator of the
defaulting party.We, TrustNet (British Virgin Islands) Limited of Columbus Centre Building, Wickhams Cay, Road
Town, Tortola, British Virgin Islands for the purpose of incorporating an International Business
Company under the laws of the British Virgin Islands hereby subscribe our name to these Articles of
Association the 6th day of December, 1994.in the presence of:
 Witness
    
    
    
    SubscriberDaimeon Fong (Sgd)
    
    
    
    William Johnston (Sgd)TrustNet Chambers
    
    
    
    TrustNet (British Virgin Islands) LimitedP.O. Box 3444Road Town, Tortola(Sgd. Daimeon Fong)
    
    
    
    (Sgd. William Johnston)
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