Exhibit
      3.2




**Articles
        of Association**
 **Fuwei
        Films (Holdings) Co., Ltd.**





**FORM
      OF AMENDED MEMORANDUM AND ARTICLES OF ASSOCIATION TO**


**BE
      ADOPTED PRIOR TO OR UPON CONSUMMATION OF THE OFFERING**





**THE
      COMPANIES LAW**


**EXEMPTED
      COMPANY LIMITED BY SHARES**


**AMENDED**





**MEMORANDUM
      OF ASSOCIATION**


**OF**





**Fuwei
      Films (Holdings) Co., Ltd.**


富維穼繤 ( 控罟 ) 有榰公司





1.
            The
                name of the Company is**Fuwei
                Films (Holdings) Co., Ltd.**富維穼繤(控罟)有榰公司.





2.
            The
                Registered Office of the Company shall be at the offices of Codan
                Trust
                Company (Cayman) Limited, Century Yard, Cricket Square, Hutchins
                Drive,
                P.O. Box 2681, Grand Cayman, KY1-1111, Cayman
                Islands.





3.
            Subject
                to the following provisions of this Memorandum, the objects for which
                the
                Company is established are
                unrestricted.





4.
            Subject
                to the following provisions of this Memorandum, the Company shall
                have and
                be capable of exercising all the functions of a natural person of
                full
                capacity irrespective of any question of corporate benefit, as provided
                by
                Section 27(2) of The Companies Law.





5.
            Nothing
                in this Memorandum shall permit the Company to carry on a business
                for
                which a licence is required under the laws of the Cayman Islands
                unless
                duly licensed.





6.
            The
                Company shall not trade in the Cayman Islands with any person, firm
                or
                corporation except in furtherance of the business of the Company
                carried
                on outside the Cayman Islands; provided that nothing in this clause
                shall
                be construed as to prevent the Company effecting and concluding contracts
                in the Cayman Islands, and exercising in the Cayman Islands all of
                its
                powers necessary for the carrying on of its business outside the
                Cayman
                Islands.





7.
            The
                liability of each member is limited to the amount from time to time
                unpaid
                on such member's shares.





8.
            The
                authorised share capital of the Company is US$25,000,000 divided
                into
                25,000,000 ordinary shares of a par value of US$1.00 each.





9.
            The
                Company may exercise the power contained in the Companies Law to
                deregister in the Cayman Islands and be registered by way of continuation
                in another jurisdiction.







The
      Companies Law (Revised)


Company
      Limited by Shares





THE
      AMENDED AND RESTATED





ARTICLES
      OF ASSOCIATION




OF





**FUWEI
      FILMS (HOLDINGS) Co., Ltd.**


(Adopted
      by way of a special resolution passed on November 20, 2006)







INDEX





SUBJECT
            
            Article
                No.Table
                A
            
            1Interpretation
            
            2Share
                Capital
            
            3Alteration
                Of Capital
            
            4-7Share
                Rights
            
            8-9Variation
                Of Rights
            
            10-11Shares
            
            12-15Share
                Certificates
            
            16-22Lien
            
            23-25Calls
                On Shares
            
            26-34Forfeiture
                Of Shares
            
            35-43Register
                Of Members
            
            44-45Record
                Dates
            
            46Transfer
                Of Shares
            
            47-52Transmission
                Of Shares
            
            53-55Untraceable
                Members
            
            56General
                Meetings
            
            57-59Notice
                Of General Meetings
            
            60-61Proceedings
                At General Meetings
            
            62-66Voting
            
            67-78Proxies
            
            79-84Corporations
                Acting By Representatives
            
            85No
                Action By Written Resolutions Of Members
            
            86Board
                Of Directors
            
            87Retirement
                of Directors
            
            88-89Disqualification
                Of Directors
            
            90Executive
                Directors
            
            91-92Directors’
                Fees And Expenses
            
            93-94Directors’
                Interests
            
            95-98General
                Powers Of The Directors
            
            99-104Borrowing
                Powers
            
            105-108Proceedings
                Of The Directors
            
            109-118Audit
                Committee
            
            119-121Officers
            
            122-125Register
                of Directors and Officers
            
            126Minutes
            
            127Seal
            
            128Authentication
                Of Documents
            
            129Destruction
                Of Documents
            
            130Dividends
                And Other Payments
            
            131-140Reserves
            
            141Capitalisation
            
            142-143Subscription
                Rights Reserve
            
            144Accounting
                Records
            
            145-149Audit
            
            150-155Notices
            
            156-158Signatures
            
            159Winding
                Up
            
            160-161Indemnity
            
            162Amendment
                To Memorandum and Articles of AssociationAnd
                Name of Company
            
            163Information
            
            164







INTERPRETATION





TABLE
      A





1.   The
      regulations in Table A in the Schedule to the Companies Law (2004 Revision)
      do
      not apply to the Company.





INTERPRETATION





2.  (1)  In
      these
      Articles, unless the context otherwise requires, the words standing in the
      first
      column of the following table shall bear the meaning set opposite them
      respectively in the second column.





WORD
            
            MEANING"Audit
                Committee"
            
            the
                audit committee of the Company formed by the Board pursuant to Article
                120
                hereof, or any successor audit committee.“Auditor”
            
            the
                independent auditor of the Company which shall be an internationally
                recognized firm of independent accountants.“Articles”
            
            these
                Articles in their present form or as supplemented or amended or
                substituted from time to time.“Board”
                or “Directors”
            
            the
                board of directors of the Company or the directors present at a meeting
                of
                directors of the Company at which a quorum is present.“capital”
            
            the
                share capital from time to time of the Company.“clear
                days”
            
            in
                relation to the period of a notice, that period excluding the day
                when the
                notice is given or deemed to be given and the day for which it is
                given or
                on which it is to take effect.“clearing
                house”
            
            a
                clearing house recognised by the laws of the jurisdiction in which
                the
                shares of the Company (or depositary receipts therefor) are listed
                or
                quoted on a stock exchange or interdealer quotation system in such
                jurisdiction.“Company”
            
            Fuwei
                Films (Holdings) Co., Ltd.“competent
                regulatory authority”
            
            a
                competent regulatory authority in the territory wherethe
                shares of the Company (or depositary receipts therefor) are listed
                or
                quoted on a stock exchange or interdealer quotation system in such
                territory.




-1-


“debenture”
                and
            
            include
                debenture stock and debenture stockholder“debenture
                holder”
            
            respectively.“Designated
                Stock
            
            the
                Global Market, the Global Select Market orExchange”
            
            the
                Capital Market of The Nasdaq Stock Market, Inc., the American Stock
                Exchange, the New York Stock Exchange or the Over-the-Counter Bulletin
                Board, provided, however, that until the Shares are listed on any
                such
                “Exchange” the rules of any such Designated Stock Exchange shall be
                inapplicable to these Articles of Association of the
                Company.“dollars”
                and “$”
            
            dollars,
                the legal currency of the United States of America.“Exchange
                Act”
            
            the
                Securities Exchange Act of 1934, as amended.“head
                office”
            
            such
                office of the Company as the Directors may from time to time determine
                to
                be the principal office of the Company.“Law”
            
            The
                Companies Law (2004 Revision) of the Cayman Islands.“Member”
            
            a
                duly registered holder from time to time of the shares in the capital
                of
                the Company.“Memorandum
                of
            
            the
                memorandum of association of the Company.Association”“month”
            
            a
                calendar month.“Notice”
            
            written
                notice unless otherwise specifically stated and as further defined
                in
                these Articles.“Office”
            
            the
                registered office of the Company for the time being.“ordinary
                resolution”
            
            a
                resolution shall be an ordinary resolution when it has been passed
                by a
                simple majority of votes cast by such Members as, being entitled
                so to do,
                vote in person or, in the case of any Member being a corporation,
                by its
                duly authorised representative or, where proxies are allowed, by
                proxy at
                a general meeting of which not less than ten (10) clear days’ Notice has
                been duly given;




-2-




“paid
                up”
            
            paid
                up or credited as paid up.“Register”
            
            the
                principal register and where applicable, any branch register of Members
                of
                the Company to be maintained at such place within or outside the
                Cayman
                Islands as the Board shall determine from time to time.“Registration
                Office”
            
            in
                respect of any class of share capital such place as the Board may
                from
                time to time determine to keep a branch register of Members in respect
                of
                that class of share capital and where (except in cases where the
                Board
                otherwise directs) the transfers or other documents of title for
                such
                class of share capital are to be lodged for registration and are
                to be
                registered.“SEC”
            
            the
                United States Securities and Exchange
                Commission.




“Seal”
            
            common
                seal or any one or more duplicate seals of the Company (including
                a
                securities seal) for use in the Cayman Islands or in any place outside
                the
                Cayman Islands.“Secretary”
            
            any
                person, firm or corporation appointed by the Board to perform any
                of the
                duties of secretary of the Company and includes any assistant, deputy,
                temporary or acting secretary.“special
                resolution”
            
            a
                resolution shall be a special resolution when it has been passed
                by a
                majority of not less than two-thirds of votes cast by such Members
                as,
                being entitled so to do, vote in person or, in the case of such Members
                as
                are corporations, by their respective duly authorised representative
                or,
                where proxies are allowed, by proxy at a general meeting of which
                not less
                than ten (10) clear days’ Notice, specifying (without prejudice to the
                power contained in these Articles to amend the same) the intention
                to
                propose the resolution as a special resolution, has been duly given.
                Provided that, except in the case of an annual general meeting, if
                it is
                so agreed by a majority in number of the Members having the right
                to
                attend and vote at any such meeting, being a majority together holding
                not
                less than ninety-five (95) per cent. in nominal value of the shares
                giving
                that right and in the case of an annual general meeting, if it is
                so
                agreed by all Members entitled to attend and vote thereat, a resolution
                may be proposed and passed as a special resolution at a meeting of
                which
                less than ten (10) clear days’ Notice has been given;a
                special resolution shall be effective for any purpose for which an
                ordinary resolution is expressed to be required under any provision
                of
                these Articles or the Statutes.“Statutes”
            
            the
                Law and every other law of the legislature of the Cayman Islands
                for the
                time being in force applying to or affecting the Company, its Memorandum
                of Association and/or the Articles.“year”
            
            a
                calendar year.




-3-


(2)  In
      these
      Articles, unless there be something within the subject or context inconsistent
      with such construction:





(a)
            words
                importing the singular include the plural and vice
                versa;





(b)
            words
                importing a gender include both genders and the
                neuter;





(c)
            words
                importing persons include companies, associations and bodies of persons
                whether corporate or not;





(d)  the
      words:





(i)
            “may”
                shall be construed as permissive;





(ii)
            “shall”
                or “will” shall be construed as
                imperative;





(e)
            expressions
                referring to writing shall, unless the contrary intention appears,
                be
                construed as including printing, lithography, photography and other
                modes
                of representing words or figures in a visible form, and including
                where
                the representation takes the form of electronic display, provided
                that
                both the mode of service of the relevant document or notice and the
                Member’s election comply with all applicable Statutes, rules and
                regulations;





(f)
            references
                to any law, ordinance, statute or statutory provision shall be interpreted
                as relating to any statutory modification or re-enactment thereof
                for the
                time being in force;





(g)
            save
                as aforesaid words and expressions defined in the Statutes shall
                bear the
                same meanings in these Articles if not inconsistent with the subject
                in
                the context;





(h)
            references
                to a document being executed include references to it being executed
                under
                hand or under seal or by electronic signature or by any other method and
                references to a notice or document include a notice or document recorded
                or stored in any digital, electronic, electrical, magnetic or other
                retrievable form or medium and information in visible form whether
                having
                physical substance or not.




-4-




SHARE
      CAPITAL





3.  (1)  The
      share
      capital of the Company at the date on which these Articles come into effect
      shall be divided into ordinary shares of a par value of $1.00 each.





(2)  Subject
      to the Law, the Memorandum of Association and the Articles and, where
      applicable, the rules of the Designated Stock Exchange and/or any competent
      regulatory authority, any power of the Company to purchase or otherwise acquire
      its own shares shall be exercisable by the Board in such manner, upon such
      terms
      and subject to such conditions as it thinks fit.





(3)  No
      share
      shall be issued to bearer.




ALTERATION
      OF CAPITAL





4.   The
      Company may from time to time by ordinary resolution in accordance with the
      Law
      alter the conditions of Memorandum of Association to:





(a)
            increase
                its capital by such sum, to be divided into shares of such amounts,
                as the
                resolution shall prescribe;





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





(c)
            without
                prejudice to the powers of the Board under Article 12, divide its
                shares
                into several classes and without prejudice to any special rights
                previously conferred on the holders of existing shares attach thereto
                respectively any preferential, deferred, qualified or special rights,
                privileges, conditions or such restrictions which in the absence
                of any
                such determination by the Company in general meeting, as the Directors
                may
                determine provided always that, for the avoidance of doubt, where
                a class
                of shares has been authorized by the Company no resolution of the
                Company
                in general meeting is required for the issuance of shares of that
                class
                and the Directors may issue shares of that class and determine such
                rights, privileges, conditions or restrictions attaching thereto
                as
                aforesaid, and further provided that where the Company issues shares
                which
                do not carry voting rights, the words “non-voting” shall appear in the
                designation of such shares and where the equity capital includes
                shares
                with different voting rights, the designation of each class of shares,
                other than those with the most favourable voting rights, must include
                the
                words “restricted voting” or “limited
                voting”;




-5-




(d)
            sub-divide
                its shares, or any of them, into shares of smaller amount than is
                fixed by
                the Memorandum of Association (subject, nevertheless, to the Law),
                and may
                by such resolution 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, deferred or other 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;





(e)
            cancel
                any shares which, at the date of the passing of the resolution, have
                not
                been taken, or agreed to be taken, by any person, and diminish the
                amount
                of its capital by the amount of the shares so cancelled or, in the
                case of
                shares, without par value, diminish the number of shares into which
                its
                capital is divided.





5.   The
      Board
      may settle as it considers expedient any difficulty which arises in relation
      to
      any consolidation and division under the last preceding Article and in
      particular but without prejudice to the generality of the foregoing may issue
      certificates in respect of fractions of shares or arrange for the sale of the
      shares representing fractions and the distribution of the net proceeds of sale
      (after deduction of the expenses of such 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
      their purchaser or resolve that such net proceeds be paid to the Company for
      the
      Company’s benefit. Such purchaser will not be bound to see to the application of
      the purchase money nor will his title to the shares be affected by any
      irregularity or invalidity in the proceedings relating to the sale.





6.   The
      Company may from time to time by special resolution, subject to any confirmation
      or consent required by the Law, reduce its share capital or any capital
      redemption reserve or other undistributable reserve in any manner permitted
      by
      law.





7.   Except
      so
      far as otherwise provided by the conditions of issue, or by these Articles,
      any
      capital raised by the creation of new shares shall be treated as if it formed
      part of the original capital of the Company, and such shares shall be subject
      to
      the provisions contained in these Articles with reference to the payment of
      calls and instalments, transfer and transmission, forfeiture, lien,
      cancellation, surrender, voting and otherwise.








SHARE
      RIGHTS





8.   Subject
      to the provisions of the Law, the rules of the Designated Stock Exchange and
      the
      Memorandum of Association and Articles and to any special rights conferred
      on
      the holders of any shares or class of shares, and without prejudice to Article
      12 hereof, any share in the Company (whether forming part of the present capital
      or not) may be issued with or have attached thereto such rights or restrictions
      whether in regard to dividend, voting, return of capital or otherwise as the
      Board may determine, including without limitation on terms that they may be,
      or
      at the option of the Company or the holder are, liable to be redeemed on such
      terms and in such manner, including out of capital, as the Board may deem
      fit.





9.   Subject
      to the Law, any preferred shares may be issued or converted into shares that,
      at
      a determinable date or at the option of the Company or the holder if so
      authorised by the Memorandum of Association, are liable to be redeemed on such
      terms and in such manner as the Company before the issue or conversion may
      by
      ordinary resolution of the Members determine. Where the Company purchases for
      redemption a redeemable share, purchases not made through the market or by
      tender shall be limited to a maximum price as may from time to time be
      determined by the [Board], either generally or with regard to specific
      purchases. If purchases are by tender, tenders shall comply with applicable
      laws.




-6-




VARIATION
      OF RIGHTS





10.   Subject
      to the Law and without prejudice to Article 8, all or any of the special rights
      for the time being attached to the shares or any class of shares may, unless
      otherwise provided by the terms of issue of the shares of that class, from
      time
      to time (whether or not the Company is being wound up) be varied, modified
      or
      abrogated with the sanction of a special resolution passed at a separate general
      meeting of the holders of the shares of that class. To every such separate
      general meeting all the provisions of these Articles relating to general
      meetings of the Company shall, mutatis mutandis, apply, but so
      that:





(a)
            the
                necessary quorum (whether at a separate general meeting or at its
                adjourned meeting) shall be a person or persons (or in the case of
                a
                Member being a corporation, its duly authorized representative) together
                holding or representing by proxy not less than one-third in nominal
                value
                of the issued shares of that class;





(b)
            every
                holder of shares of the class shall be entitled on a poll to one
                vote for
                every such share held by him; and





(c)
            any
                holder of shares of the class present in person or by proxy or authorised
                representative may demand a poll.





11.   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 varied, modified or abrogated by the
      creation or issue of further shares ranking pari passu
      therewith.





SHARES





12.  (1)  Subject
      to the Law, these Articles and, where applicable, the rules of the Designated
      Stock Exchange and without prejudice to any special rights or restrictions
      for
      the time being attached to any shares or any class of shares, the unissued
      shares of the Company (whether forming part of the original or any increased
      capital) 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 in its
      absolute discretion determine but so that no shares shall be issued at a
      discount to their par value. In particular and without prejudice to the
      generality of the foregoing, t he
      Board
      is hereby empowered to authorize by resolution or resolutions from time to
      time
      the issuance of one or more classes or series of preferred shares and to fix
      the
      designations, powers, preferences and relative, participating, optional and
      other rights, if any, and the qualifications, limitations and restrictions
      thereof, if any, including, without limitation, the number of shares
      constituting each such class or series, dividend rights, conversion rights,
      redemption privileges, voting powers, full or limited or no voting powers,
      and
      liquidation preferences, and to increase or decrease the size of any such class
      or series (but not below the number of shares of any class or series of
      preferred shares then outstanding) to the extent permitted by Law. Without
      limiting the generality of the foregoing, the resolution or resolutions
      providing for the
      establishment of any class or series of preferred shares may, to the extent
      permitted by law, provide that such class or series shall be superior to, rank
      equally with or be junior to the
      preferred shares of any other class or series.




-7-




(2)  Neither
      the Company nor the Board shall be obliged, when making or granting any
      allotment of, offer of, option over or disposal of shares, to make, or make
      available, any such allotment, offer, option or shares to Members or others
      with
      registered addresses in any particular territory or territories being a
      territory or territories where, in the absence of a registration statement
      or
      other special formalities, this would or might, in the opinion of the Board,
      be
      unlawful or impracticable. Members affected as a result of the foregoing
      sentence shall not be, or be deemed to be, a separate class of members for
      any
      purpose whatsoever. Except
      as
      otherwise expressly provided in the resolution or resolutions providing for
      the
      establishment of any class or series of preferred shares, no vote of the holders
      of preferred shares of or ordinary shares shall be a prerequisite to the
      issuance of any shares of any class or series of the preferred shares authorized
      by and complying with the conditions of the Memorandum of Association and
      Articles.





(3)  The
      Board
      may issue options, warrants or convertible securities or securities of similar
      nature conferring the right upon the holders thereof to subscribe for, purchase
      or receive any class of shares or securities in the capital of the Company
      on
      such terms as it may from time to time determine.





(4)  In
      order
      to comply with the rules and regulations of the Designated Stock Exchange,
      and
      subject to the Law, the Company is authorized to issue shares electronically,
      in
      an uncertificated form, and permit the electronic transfer of shares and permit
      the electronic direct registration of securities in the name of any Member
      on
      the register of members of the Company which may be kept by is authorized
      agent.





13.   The
      Company may in connection with the issue of any shares exercise all powers
      of
      paying commission and brokerage conferred or permitted by the Law. Subject
      to
      the Law, the commission may be satisfied by the payment of cash or by the
      allotment of fully or partly paid shares or other securities or partly in one
      and partly in the other.





14.   Except
      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 fractional part of a share or
      (except only as otherwise provided by these Articles or by law) any other rights
      in respect of any share except an absolute right to the entirety thereof in
      the
      registered holder.




-8-




15.   Subject
      to the Law and these Articles, the Board may at any time after the allotment
      of
      shares but before any person has been entered in the Register as the holder,
      recognise a renunciation thereof by the allottee in favour of some other person
      and may accord to any allottee of a share a right to effect such renunciation
      upon and subject to such terms and conditions as the Board considers fit to
      impose.




SHARE
      CERTIFICATES





16.   Every
      share certificate shall be issued under the Seal or a facsimile thereof and
      shall specify the number and class and distinguishing numbers (if any) of the
      shares to which it relates, and the amount paid up thereon and may otherwise
      be
      in such form as the Directors may from time to time determine. No certificate
      shall be issued representing shares of more than one class. The Board may by
      resolution determine, either generally or in any particular case or cases,
      that
      any signatures on any such certificates (or certificates in respect of other
      securities) need not be autographic but may be affixed to such certificates
      by
      some mechanical means or may be printed thereon.





17.  (1)  In
      the
      case of a share held jointly by several persons, the Company shall not be bound
      to issue more than one certificate therefor and delivery of a certificate to
      one
      of several joint holders shall be sufficient delivery to all such
      holders.





(2)  Where
      a
      share stands in the names of two or more persons, the person first named in
      the
      Register shall as regards service of notices and, subject to the provisions
      of
      these Articles, all or any other matters connected with the Company, except
      the
      transfer of the shares, be deemed the sole holder thereof.





18.   Every
      person whose name is entered, upon an allotment of shares, as a Member in the
      Register shall be entitled, without payment, to receive one certificate for
      all
      such shares of any one class or several certificates each for one or more of
      such shares of such class.





19.   Every
      person whose name is entered, upon an allotment of shares, as a Member in the
      Register shall be entitled, without payment, to receive 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 from time to time
      determines.





20.   Share
      certificates shall be issued within the relevant time limit as prescribed by
      the
      Law or as the Designated Stock Exchange may from time to time determine,
      whichever is the shorter, after allotment or, except in the case of a transfer
      which the Company is for the time being entitled to refuse to register and
      does
      not register, after lodgment of a transfer with the Company.





21.  (1)  Upon
      every transfer of shares the certificate held by the transferor shall be given
      up to be cancelled, and shall forthwith be cancelled accordingly, and a new
      certificate shall be issued to the transferee in respect of the shares
      transferred to him at such fee as is provided in paragraph (2) of this Article.
      If any of the shares included in the certificate so given up shall be retained
      by the transferor a new certificate for the balance shall be issued to him
      at
      the aforesaid fee payable by the transferor to the Company in respect
      thereof.




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(2)  The
      fee
      referred to in paragraph (1) above shall be an amount not exceeding the relevant
      maximum amount as the Designated Stock Exchange may from time to time determine
      provided that the Board may at any time determine a lower amount for such
      fee.





22.   If
      a
      share certificate shall be damaged or defaced or alleged to have been lost,
      stolen or destroyed a new certificate representing the same shares may be issued
      to the relevant Member upon request and on payment of such fee as the Company
      may determine and, subject to compliance with such terms (if any) as to evidence
      and indemnity and to payment of the costs and reasonable out-of-pocket expenses
      of the Company in investigating such evidence and preparing such indemnity
      as
      the Board may think fit and, in case of damage or defacement, on delivery of
      the
      old certificate to the Company provided always that where share warrants have
      been issued, no new share warrant shall be issued to replace one that has been
      lost unless the Board has determined that the original has been
      destroyed.





LIEN





23.   The
      Company shall have a first and paramount lien on every share (not being a fully
      paid share) for all moneys (whether presently payable or not) called or payable
      at a fixed time in respect of that share. The Company shall also have a first
      and paramount lien on every share (not being a fully paid share) registered
      in
      the name of a Member (whether or not jointly with other Members) for all amounts
      of money presently payable by such Member or his estate to the Company whether
      the same shall have been incurred before or after notice to the Company of
      any
      equitable or other interest of any person other than such member, and whether
      the period 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 or other moneys
      payable thereon or in respect thereof. The Board may at any time, generally
      or
      in any particular case, waive any lien that has arisen or declare any share
      exempt in whole or in part, from the provisions of this Article.





24.   Subject
      to these Articles, the Company may sell in such manner as the Board determines
      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, or the liability
      or engagement in respect of which such lien exists is liable to be presently
      fulfilled or discharged nor until the expiration of fourteen (14) clear days
      after a notice in writing, stating and demanding payment of the sum presently
      payable, or specifying the liability or engagement and demanding fulfilment
      or
      discharge thereof and giving notice of the intention to sell in default, has
      been served on the registered holder for the time being of the share or the
      person entitled thereto by reason of his death or bankruptcy.





25.   The
      net
      proceeds of the sale shall be received by the Company and 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) be paid to the person entitled to the share at
      the
      time of the sale. To give effect to any such sale the Board may authorise some
      person to transfer the shares sold to the purchaser thereof. The purchaser
      shall
      be registered as the holder of the shares so transferred and he shall not be
      bound to see to the application of the purchase money, nor shall his title
      to
      the shares be affected by any irregularity or invalidity in the proceedings
      relating to the sale.




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CALLS
      ON SHARES





26.   Subject
      to these Articles and to the terms of allotment, 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 value of the shares or by way of premium),
      and each Member shall (subject to being given at least fourteen (14) clear
      days’
Notice specifying the time and place of payment) pay to the Company as required
      by such notice the amount called on his shares. A call may be extended,
      postponed or revoked in whole or in part as the Board determines but no member
      shall be entitled to any such extension, postponement or revocation except
      as a
      matter of grace and favour.





27.   A
      call
      shall be deemed to have been made at the time when the resolution of the Board
      authorising the call was passed and may be made payable either in one lump
      sum
      or by instalments.





28.   A
      person
      upon whom a call is made shall remain liable for calls made upon him
      notwithstanding the subsequent transfer of the shares in respect of which the
      call was made. The joint holders of a share shall be jointly and severally
      liable to pay all calls and instalments due in respect thereof or other moneys
      due in respect thereof.





29.   If
      a sum
      called in respect of a share is not paid before or on the day appointed for
      payment thereof, the person from whom the sum is due shall pay interest on
      the
      amount unpaid from the day appointed for payment thereof to the time of actual
      payment at such rate (not exceeding twenty per cent. (20%) per annum) as the
      Board may determine, but the Board may in its absolute discretion waive payment
      of such interest wholly or in part.





30.   No
      Member
      shall be entitled to receive any dividend or bonus or to be present and vote
      (save as proxy for another Member) at any general meeting either personally
      or
      by proxy, or be reckoned in a quorum, or exercise any other privilege as a
      Member until all calls or instalments due by him to the Company, whether alone
      or jointly with any other person, together with interest and expenses (if any)
      shall have been paid.




31.   On
      the
      trial or hearing of any action or other proceedings for the recovery of any
      money due for any call, it shall be sufficient to prove that the name of the
      Member sued is entered in the Register as the holder, or one of the holders,
      of
      the shares in respect of which such debt accrued, that the resolution making
      the
      call is duly recorded in the minute book, and that notice of such call was
      duly
      given to the Member sued, in pursuance of these Articles; and it shall not
      be
      necessary to prove the appointment of the Directors who made such call, nor
      any
      other matters whatsoever, but the proof of the matters aforesaid shall be
      conclusive evidence of the debt.




-11-




32.   Any
      amount payable in respect of a share upon allotment or at any fixed date,
      whether in respect of nominal value or premium or as an instalment of a call,
      shall be deemed to be a call duly made and payable on the date fixed for payment
      and if it is not paid the provisions of these Articles shall apply as if that
      amount had become due and payable by virtue of a call duly made and
      notified.





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





34.   The
      Board
      may, if it thinks fit, receive from any Member willing to advance the same,
      and
      either in money or money’s worth, all or any part of the moneys uncalled and
      unpaid or instalments payable upon any shares held by him and upon all or any
      of
      the moneys so advanced (until the same would, but for such advance, become
      presently payable) pay interest at such rate (if any) as the Board may decide.
      The Board may at any time repay the amount so advanced upon giving to such
      Member not less than one month’s Notice of its intention in that behalf, unless
      before the expiration of such notice the amount so advanced shall have been
      called up on the shares in respect of which it was advanced. Such payment in
      advance shall not entitle the holder of such share or shares to participate
      in
      respect thereof in a dividend subsequently declared.





FORFEITURE
      OF SHARES





35.  (1)  If
      a call
      remains unpaid after it has become due and payable the Board may give to the
      person from whom it is due not less than fourteen (14) clear days’
Notice:





(a)
            requiring
                payment of the amount unpaid together with any interest which may
                have
                accrued and which may still accrue up to the date of actual payment;
                and





(b)
            stating
                that if the Notice is not complied with the shares on which the call
                was
                made will be liable to be
                forfeited.





(2)  If
      the
      requirements of any such Notice 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 and interest due in respect thereof has been made, be forfeited by
      a
      resolution of the Board to that effect, and such forfeiture shall include all
      dividends and bonuses declared in respect of the forfeited share but not
      actually paid before the forfeiture.




36.   When
      any
      share has been forfeited, notice of the forfeiture shall be served upon the
      person who was before forfeiture the holder of the share. No forfeiture shall
      be
      invalidated by any omission or neglect to give such Notice.





37.   The
      Board
      may accept the surrender of any share liable to be forfeited hereunder and,
      in
      such case, references in these Articles to forfeiture will include
      surrender.





38.   Any
      share
      so forfeited shall be deemed the property of the Company and may be sold,
      re-allotted or otherwise disposed of to such person, upon such terms and in
      such
      manner as the Board determines, 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 determines.




-12-




39.   A
      person
      whose shares have been forfeited shall cease to be a Member in respect of the
      forfeited shares but nevertheless shall remain liable to pay the Company all
      moneys which at the date of forfeiture were presently payable by him to the
      Company in respect of the shares, with (if the Directors shall in their
      discretion so require) interest thereon from the date of forfeiture until
      payment at such rate (not exceeding twenty per cent. (20%) per annum) as the
      Board determines. The Board may enforce payment thereof if it thinks fit, and
      without any deduction or allowance for the value of the forfeited shares, at
      the
      date of forfeiture, but his liability shall cease if and when the Company shall
      have received payment in full of all such moneys in respect of the shares.
      For
      the purposes of this Article any sum which, by the terms of issue of a share,
      is
      payable thereon at a fixed time which is subsequent to the date of forfeiture,
      whether on account of the nominal value of the share or by way of premium,
      shall
      notwithstanding that time has not yet arrived be deemed to be payable at the
      date of forfeiture, and the same shall become due and payable immediately upon
      the forfeiture, but interest thereon shall only be payable in respect of any
      period between the said fixed time and the date of actual payment.





40.   A
      declaration by a Director or the Secretary that a share has been forfeited
      on a
      specified date shall be conclusive evidence of the facts therein stated as
      against all persons claiming to be entitled to the share, and such declaration
      shall (subject to the execution of an instrument of transfer by the Company
      if
      necessary) constitute a good title to the share, and the person to whom the
      share is disposed of shall be registered as the holder of the share and shall
      not be bound to see to the application of the consideration (if any), nor shall
      his title to the share be affected by any irregularity in or invalidity of
      the
      proceedings in reference to the forfeiture, sale or disposal of the share.
      When
      any share shall have been forfeited, notice of the declaration shall be given
      to
      the Member in whose name it stood immediately prior to the forfeiture, and
      an
      entry of the forfeiture, with the date thereof, shall forthwith be made in
      the
      register, but no forfeiture shall be in any manner invalidated by any omission
      or neglect to give such notice or make any such entry.





41.   Notwithstanding
      any such forfeiture as aforesaid the Board may at any time, before any shares
      so
      forfeited shall have been sold, re-allotted or otherwise disposed of, permit
      the
      shares forfeited to be bought back upon the terms of payment of all calls and
      interest due upon and expenses incurred in respect of the share, and upon such
      further terms (if any) as it thinks fit.





42.   The
      forfeiture of a share shall not prejudice the right of the Company to any call
      already made or instalment payable thereon.





43.   The
      provisions of these Articles as to forfeiture shall apply in the case of
      non-payment of any sum which, by the terms of issue of a share, becomes payable
      at a fixed time, whether on account of the nominal value of the share or by
      way
      of premium, as if the same had been payable by virtue of a call duly made and
      notified.





REGISTER
      OF MEMBERS




-13-




44.  (1)  The
      Company shall keep in one or more books a Register of its Members and shall
      enter therein the following particulars, that is to say:





(a)
            the
                name and address of each Member, the number and class of shares held
                by
                him and the amount paid or agreed to be considered as paid on such
                shares;





(b)
            the
                date on which each person was entered in the Register;
                and





(c)
            the
                date on which any person ceased to be a
                Member.





(2)  The
      Company may keep an overseas or local or other branch register of Members
      resident in any place, and the Board may make and vary such regulations as
      it
      determines in respect of the keeping of any such register and maintaining a
      Registration Office in connection therewith.





45.   The
      Register and branch register of Members, as the case may be, shall be open
      to
      inspection for such times and on such days as the Board shall determine by
      Members without charge or by any other person, upon a maximum payment of $2.50
      or such other sum specified by the Board, at the Office or such other place
      at
      which the Register is kept in accordance with the Law or, if appropriate, upon
      a
      maximum payment of $1.00 or such other sum specified by the Board at the
      Registration Office. The Register including any overseas or local or other
      branch register of Members may, after notice has been given by advertisement
      in
      an appointed newspaper or any other newspapers in accordance with the
      requirements of the Designated Stock Exchange or by any electronic means in
      such
      manner as may be accepted by the Designated Stock Exchange to that effect,
      be
      closed at such times or for such periods not exceeding in the whole thirty
      (30)
      days in each year as the Board may determine and either generally or in respect
      of any class of shares.




RECORD
      DATES





46.   For
      the
      purpose of determining the Members entitled to notice of or to vote at any
      general meeting, or any adjournment thereof, or entitled to express consent
      to
      corporate action in writing without a meeting, or entitled to receive payment
      of
      any dividend or other distribution or allotment of any rights, or entitled
      to
      exercise any rights in respect of any change, conversion or exchange of shares
      or for the purpose of any other lawful action, the Board may fix, in advance,
      a
      date as the record date for any such determination of Members, which date shall
      not be more than sixty (60) days nor less than ten (10) days before the date
      of
      such meeting, nor more than sixty (60) days prior to any other such
      action.





If
      the
      Board does not fix a record date for any general meeting, the record date for
      determining the Members entitled to a notice of or to vote at such meeting
      shall
      be at the close of business on the day next preceding the day on which notice
      is
      given, or, if in accordance with these Articles notice is waived, at the close
      of business on the day next preceding the day on which the meeting is held.
      If
      corporate action without a general meeting is to be taken, the record date
      for
      determining the Members entitled to express consent to such corporate action
      in
      writing, when no prior action by the Board is necessary, shall be the first
      date
      on which a signed written consent setting forth the action taken or proposed
      to
      be taken is delivered to the Company by delivery to its head office. The record
      date for determining the Members for any other purpose shall be at the close
      of
      business on the day on which the Board adopts the resolution relating
      thereto.




-14-




A
      determination of the Members of record entitled to notice of or to vote at
      a
      meeting of the Members shall apply to any adjournment of the meeting; provided,
      however, that the Board may fix a new record date for the adjourned
      meeting.





TRANSFER
      OF SHARES





47.   Subject
      to these Articles, any Member may transfer all or any of his shares by an
      instrument of transfer in the usual or common form or in a form prescribed
      by
      the Designated Stock Exchange or in any other form approved by the Board and
      may
      be under hand or, if the transferor or transferee is a clearing house or its
      nominee(s), by hand or by machine imprinted signature or by such other manner
      of
      execution as the Board may approve from time to time.





48.   The
      instrument of transfer shall be executed by or on behalf of the transferor
      and
      the transferee provided that the Board may dispense with the execution of the
      instrument of transfer by the transferee in any case which it thinks fit in
      its
      discretion to do so. Without prejudice to the last preceding Article, the Board
      may also resolve, either generally or in any particular case, upon request
      by
      either the transferor or transferee, to accept mechanically executed transfers.
      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. Nothing in
      these Articles shall preclude the Board from recognising a renunciation of
      the
      allotment or provisional allotment of any share by the allottee in favour of
      some other person.





49.  (1)  The
      Board
      may, in its absolute discretion, and without giving any reason therefor, refuse
      to register a transfer of any share (not being a fully paid up share) to a
      person of whom it does not approve, or any share issued under any share
      incentive scheme for employees upon which a restriction on transfer imposed
      thereby still subsists, and it may also, without prejudice to the foregoing
      generality, refuse to register a transfer of any share to more than four joint
      holders or a transfer of any share (not being a fully paid up share) on which
      the Company has a lien.





(2)  The
      Board
      in so far as permitted by any applicable law may, in its absolute discretion,
      at
      any time and from time to time transfer any share upon the Register to any
      branch register or any share on any branch register to the Register or any
      other
      branch register. In the event of any such transfer, the shareholder requesting
      such transfer shall bear the cost of effecting the transfer unless the Board
      otherwise determines.





(3)  Unless
      the Board otherwise agrees (which agreement may be on such terms and subject
      to
      such conditions as the Board in its absolute discretion may from time to time
      determine, and which agreement the Board shall, without giving any reason
      therefor, be entitled in its absolute discretion to give or withhold), no shares
      upon the Register shall be transferred to any branch register nor shall shares
      on any branch register be transferred to the Register or any other branch
      register and all transfers and other documents of title shall be lodged for
      registration, and registered, in the case of any shares on a branch register,
      at
      the relevant Registration Office, and, in the case of any shares on the
      Register, at the Office or such other place at which the Register is kept in
      accordance with the Law.




-15-




50.   Without
      limiting the generality of the last preceding Article, the Board may decline
      to
      recognise any instrument of transfer unless:-





(a)
            a
                fee of such maximum sum as the Designated Stock Exchange may determine
                to
                be payable or such lesser sum as the Board may from time to time
                require
                is paid to the Company in respect
                thereof;





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





(c)
            the
                instrument of transfer is lodged at the Office or such other place
                at
                which the Register is kept in accordance with the Law or the Registration
                Office (as the case may be) accompanied by the relevant share
                certificate(s) and such other evidence as the Board may reasonably
                require
                to show the right of the transferor to make the transfer (and, if
                the
                instrument of transfer is executed by some other person on his behalf,
                the
                authority of that person so to do);
                and





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





51.   If
      the
      Board refuses to register a transfer of any share, it shall, within two months
      after the date on which the transfer was lodged with the Company, send to each
      of the transferor and transferee notice of the refusal.





52.   The
      registration of transfers of shares or of any class of shares may, after notice
      has been given by advertisement in an appointed newspaper or any other
      newspapers or by any other means in accordance with the requirements of the
      Designated Stock Exchange to that effect be suspended at such times and for
      such
      periods (not exceeding in the whole thirty (30) days in any year) as the Board
      may determine.





TRANSMISSION
      OF SHARES





53.   If
      a
      Member dies, the survivor or survivors where the deceased was a joint holder,
      and his legal personal representatives where he was a sole or only surviving
      holder, will be the only persons recognised by the Company as having any title
      to his interest in the shares; but nothing in this Article will release the
      estate of a deceased Member (whether sole or joint) from any liability in
      respect of any share which had been solely or jointly held by him.





54.   Any
      person becoming entitled to a share in consequence of the death or bankruptcy
      or
      winding-up of a Member may, upon such evidence as to his title being produced
      as
      may be required by the Board, elect either to become the holder of the share
      or
      to have some person nominated by him registered as the transferee thereof.
      If he
      elects to become the holder he shall notify the Company in writing either at
      the
      Registration Office or Office, as the case may be, to that effect. If he elects
      to have another person registered he shall execute a transfer of the share
      in
      favour of that person. The provisions of these Articles relating to the transfer
      and registration of transfers of shares shall apply to such notice or transfer
      as aforesaid as if the death or bankruptcy of the Member had not occurred and
      the notice or transfer were a transfer signed by such Member.




-16-




55.   A
      person
      becoming entitled to a share by reason of the death or bankruptcy or winding-up
      of a Member shall be entitled to the same dividends and other advantages to
      which he would be entitled if he were the registered holder of the share.
      However, the Board may, if it thinks fit, withhold the payment of any dividend
      payable or other advantages in respect of such share until such person shall
      become the registered holder of the share or shall have effectually transferred
      such share, but, subject to the requirements of Article 76(2) being met, such
      a
      person may vote at meetings.




UNTRACEABLE
      MEMBERS





56.  (1)  Without
      prejudice to the rights of the Company under paragraph (2) of this Article,
      the
      Company may cease sending cheques for dividend entitlements or dividend warrants
      by post if such cheques or warrants have been left uncashed on 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.





(2)  The
      Company shall have the power to sell, in such manner as the Board thinks fit,
      any shares of a Member who is untraceable, but no such sale shall be made
      unless:





(a)
            all
                cheques or warrants in respect of dividends of the shares in question,
                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;





(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, if so required by the rules governing the listing of shares
                on
                the Designated Stock Exchange, has given notice to, and caused
                advertisement in newspapers to be made in accordance with the requirements
                of, the Designated Stock Exchange of its intention to sell such shares
                in
                the manner required by the Designated Stock Exchange, and a period
                of
                three months or such shorter period as may be allowed by the Designated
                Stock Exchange has elapsed since the date of such
                advertisement.





For
      the
      purpose of the foregoing, the “relevant period” means the period commencing
      twelve (12) years before the date of publication of the advertisement referred
      to in paragraph (c) of this Article and ending at the expiry of the period
      referred to in that paragraph.




-17-




(3)  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 money
      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 money 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.




GENERAL
      MEETINGS





57.   An
      annual
      general meeting of the Company shall be held in each year other than the year
      of
      the Company’s incorporation at such time and place as may be determined by the
      Board.





58.   Each
      general meeting, other than an annual general meeting, shall be called an
      extraordinary general meeting. General meetings may be held at such times and
      in
      any location in the world as may be determined by the Board.





59.   Only
      a
      majority of the Board or the Chairman of the Board may call extraordinary
      general meetings, which extraordinary general meetings shall be held at such
      times and locations (as permitted hereby) as such person or persons shall
      determine.





NOTICE
      OF GENERAL MEETINGS





60.  (1)  An
      annual
      general meeting and any extraordinary general meeting may be called by not
      less
      than ten (10) clear days’ Notice but a general meeting may be called by shorter
      notice, subject to the Law, 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 the right to attend and vote at the meeting, being a majority
                together holding not less than ninety-five per cent. (95%) in nominal
                value of the issued shares giving that
                right.





(2)  The
      notice shall specify the time and place of the meeting and, in case of special
      business, the general nature of the business. The notice convening an annual
      general meeting shall specify the meeting as such. Notice of every general
      meeting shall be given to all Members other than to such Members 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, to all persons entitled
      to a share in consequence of the death or bankruptcy or winding-up of a Member
      and to each of the Directors and the Auditors.




-18-




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




PROCEEDINGS
      AT GENERAL MEETINGS





62.  (1)  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)
            consideration
                and adoption of the accounts and balance sheet and the reports of
                the
                Directors and Auditors and other documents required to be annexed
                to the
                balance sheet;





(c)
            the
                election of Directors;





(d)
            appointment
                of Auditors (where special notice of the intention for such appointment
                is
                not required by the Law) and other
                officers;





(e)
            the
                fixing of the remuneration of the Auditors, and the voting of remuneration
                or extra remuneration to the
                Directors;





(f)
            the
                granting of any mandate or authority to the Directors to offer, allot,
                grant options over or otherwise dispose of the unissued shares in
                the
                capital of the Company representing not more than 20 per cent. (20%)
                in
                nominal value of its existing issued share capital;
                and





(g)
            the
                granting of any mandate or authority to the Directors to repurchase
                securities of the Company.





(2)  No
      business other than the appointment of a chairman of a meeting shall be
      transacted at any general meeting unless a quorum is present at the commencement
      of the business. At any general meeting of the Company, two (2) Members entitled
      to vote and present in person or by proxy or (in the case of a Member being
      a
      corporation) by its duly authorised representative representing not less than
      thirty three and one third (33 1/3) percent of the total outstanding voting
      shares in the Company throughout the meeting shall form a quorum for all
      purposes.





63.   If
      within
      thirty (30) 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 shall stand adjourned to the same day in
      the
      next week at the same time and place or to such time and place as the Board
      may
      determine. If at such adjourned meeting a quorum is not present within half
      an
      hour from the time appointed for holding the meeting, the meeting shall be
      dissolved.




-19-




64.   The
      chairman of the Company shall preside as chairman at every general meeting.
      If
      at any meeting the chairman is not present within fifteen (15) minutes after
      the
      time appointed for holding the meeting, or is not 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, or if the chairman chosen shall retire from the chair, the Members
      present in person or by proxy and entitled to vote shall elect one of their
      number to be chairman.





65.   The
      chairman may adjourn the meeting from time to time and from place to place,
      but
      no business shall be transacted at any adjourned meeting other than the business
      which might lawfully have been transacted at the meeting had the adjournment
      not
      taken place. When a meeting is adjourned for fourteen (14) days or more, at
      least seven (7) clear days’ notice of the adjourned meeting shall be given
      specifying the time and place of the adjourned meeting but it shall not be
      necessary to specify in such notice the nature of the business to be transacted
      at the adjourned meeting and the general nature of the business to be
      transacted. Save as aforesaid, it shall be unnecessary to give notice of an
      adjournment.





66.   If
      an
      amendment is proposed to any resolution under consideration but is in good
      faith
      ruled out of order by the chairman of the meeting, the proceedings on the
      substantive resolution shall not be invalidated by any error in such ruling.
      In
      the case of a resolution duly proposed as a special resolution, no amendment
      thereto (other than a mere clerical amendment to correct a patent error) may
      in
      any event be considered or voted upon.


VOTING





67.   Subject
      to any special rights or restrictions as to voting for the time being attached
      to any shares by or in accordance with these Articles, at any general meeting
      on
      a show of hands every Member present in person (or being a corporation, is
      present by a duly authorised representative), or by proxy shall have one vote
      and on a poll every Member present in person or by proxy or, in the case of
      a
      Member being a corporation, by its duly authorised representative shall have
      one
      vote for every fully paid share of which he is the holder but so that no amount
      paid up or credited as paid up on a share in advance of calls or instalments
      is
      treated for the foregoing purposes as paid up on the share. Notwithstanding
      anything contained in these Articles, where more than one proxy is appointed
      by
      a Member which is a clearing house (or its nominee(s)), each such proxy shall
      have one vote on a show of hands. A resolution put to the vote of a 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 demanded:





(a)
            by
                the chairman of such meeting; or




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(b)
            by
                at least three Members present in person or in the case of a Member
                being
                a corporation by its duly authorised representative or by proxy for
                the
                time being entitled to vote at the meeting;
                or





(c)
            by
                a Member or Members present in person or in the case of a Member
                being a
                corporation by its duly authorised representative or by proxy and
                representing not less than one-tenth of the total voting rights of
                all
                Members having the right to vote at the meeting;
                or





(d)
            by
                a Member or Members present in person or in the case of a Member
                being a
                corporation by its duly authorised representative or by proxy and
                holding
                shares in the Company conferring a right to vote at the meeting being
                shares on which an aggregate sum has been paid up equal to not less
                than
                one-tenth of the total sum paid up on all shares conferring that
                right.





A
      demand
      by a person as proxy for a Member or in the case of a Member being a corporation
      by its duly authorised representative shall be deemed to be the same as a demand
      by a Member.





68.   Unless
      a
      poll is duly demanded and the demand is not withdrawn, a declaration by the
      chairman that a resolution has been carried, or carried unanimously, or by
      a
      particular majority, or not carried by a particular majority, or lost, and an
      entry to that effect made in the minute book of the Company, shall be conclusive
      evidence of the facts without proof of the number or proportion of the votes
      recorded for or against the resolution.





69.   If
      a poll
      is duly demanded the result of the poll shall be deemed to be the resolution
      of
      the meeting at which the poll was demanded. There shall be no requirement for
      the chairman to disclose the voting figures on a poll.




70.   A
      poll
      demanded on the election of a chairman, or on a question of adjournment, shall
      be taken forthwith. A poll demanded on any other question shall be taken in
      such
      manner (including the use of ballot or voting papers or tickets) and either
      forthwith or at such time (being not later than thirty (30) days after the
      date
      of the demand) and place as the chairman directs. It shall not be necessary
      (unless the chairman otherwise directs) for notice to be given of a poll not
      taken immediately.





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





72.   On
      a poll
      votes may be given either personally or by proxy.





73.   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.





74.   All
      questions submitted to a meeting shall be decided by a simple majority of votes
      except where a greater majority is required by these Articles or by the Law.
      In
      the case of an equality of votes, whether on a show of hands or on a poll,
      the
      chairman of such meeting shall be entitled to a second or casting vote in
      addition to any other vote he may have.




-21-




75.   Where
      there are joint holders of any share any one of such joint holder may vote,
      either in person or by proxy, in respect of such share as if he were solely
      entitled thereto, but if more than one of such joint holders be present at
      any
      meeting the vote of the senior who tenders a vote, whether in person or by
      proxy, shall be accepted to the exclusion of the votes of the 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. Several
      executors or administrators of a deceased Member in whose name any share stands
      shall for the purposes of this Article be deemed joint holders
      thereof.





76.  (1)  A
      Member
      who is a patient for any purpose relating to mental health or in respect of
      whom
      an order has been made by any court having jurisdiction for the protection
      or
      management of the affairs of persons incapable of managing their own affairs
      may
      vote, whether on a show of hands or on a poll, by his receiver, committee,
      curator bonis or other person in the nature of a receiver, committee or curator
      bonis appointed by such court, and such receiver, committee, curator bonis
      or
      other person may vote on a poll by proxy, and may otherwise act and be treated
      as if he were the registered holder of such shares for the purposes of general
      meetings, provided that such evidence as the Board may require of the authority
      of the person claiming to vote shall have been deposited at the Office, head
      office or Registration Office, as appropriate, not less than forty-eight (48)
      hours before the time appointed for holding the meeting, or adjourned meeting
      or
      poll, as the case may be.





(2)  Any
      person entitled under Article 54 to be registered as the holder of any shares
      may vote at any general meeting in respect thereof in the same manner as if
      he
      were the registered holder of such shares, provided that forty-eight (48) hours
      at least before the time of


the
      holding of the meeting or adjourned meeting, as the case may be, at which he
      proposes to vote, he shall satisfy the Board of his entitlement to such shares,
      or the Board shall have previously admitted his right to vote at such meeting
      in
      respect thereof.





77.   No
      Member
      shall, unless the Board otherwise determines, be entitled to attend and vote
      and
      to be reckoned in a quorum at any general meeting unless he is duly registered
      and all calls or other sums presently payable by him in respect of shares in
      the
      Company have been paid.




78.   If:





(a)
            any
                objection shall be raised to the qualification of any voter;
                or





(b)
            any
                votes have been counted which ought not to have been counted or which
                might have been rejected; or





(c)
            any
                votes are not counted which ought to have been
                counted;




-22-




the
      objection or error shall not vitiate the decision of the meeting or adjourned
      meeting on any resolution unless the same is raised or pointed out at the
      meeting or, as the case may be, the adjourned meeting at which the vote objected
      to is given or tendered or at which the error occurs. Any objection or error
      shall be referred to the chairman of the meeting and shall only vitiate the
      decision of the meeting on any resolution if the chairman decides that the
      same
      may have affected the decision of the meeting. The decision of the chairman
      on
      such matters shall be final and conclusive.





PROXIES





79.   Any
      Member entitled to attend and vote at a meeting of the Company shall be entitled
      to appoint another person as his proxy to attend and vote instead of him. A
      Member who is the holder of two or more shares may appoint more than one proxy
      to represent him and vote on his behalf at a general meeting of the Company
      or
      at a class meeting. A proxy need not be a Member. In addition, a proxy or
      proxies representing either a Member who is an individual or a Member which
      is a
      corporation shall be entitled to exercise the same powers on behalf of the
      Member which he or they represent as such Member could exercise.





80.   The
      instrument appointing a proxy shall be in writing under the hand of the
      appointor or of his attorney duly 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. In the case of an instrument of
      proxy purporting to be signed on behalf of a corporation by an officer thereof
      it shall be assumed, unless the contrary appears, that such officer was duly
      authorised to sign such instrument of proxy on behalf of the corporation without
      further evidence of the facts.


81.   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 certified
      copy of such power or authority, shall be delivered to such place or one of
      such
      places (if any) as may be specified for that purpose in or by way of note to
      or
      in any document accompanying the notice convening the meeting (or, if no place
      is so specified at the Registration Office or the Office, as may be appropriate)
      not less than forty-eight (48) 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 (24) 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 (12) months from the date named in it as the
      date
      of its execution, except at an adjourned meeting or on a poll demanded at a
      meeting or an adjourned meeting in cases where the meeting was originally held
      within twelve (12) months from such date. Delivery of an instrument appointing
      a
      proxy shall not preclude a Member from attending and voting in person at the
      meeting convened and in such event, the instrument appointing a proxy shall
      be
      deemed to be revoked.





82.   Instruments
      of proxy shall be in any common form or in such other form as the Board may
      approve (provided that this shall not preclude the use of the two-way form)
      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.




-23-




83.   A
      vote
      given in accordance with the terms of an instrument of proxy shall be valid
      notwithstanding the previous death or insanity of the principal, or revocation
      of the instrument of proxy or of the authority under which it was executed,
      provided that no intimation in writing of such death, insanity or revocation
      shall have been received by the Company at the Office or the Registration Office
      (or such other place as may be specified for the delivery of instruments of
      proxy in the notice convening the meeting or other document sent therewith)
      two
      hours at least before the commencement of the meeting or adjourned meeting,
      or
      the taking of the poll, at which the instrument of proxy is used.





84.   Anything
      which under these Articles a Member may do by proxy he may likewise do by his
      duly appointed attorney and the provisions of these Articles relating to proxies
      and instruments appointing proxies shall apply mutatis mutandis in relation
      to
      any such attorney and the instrument under which such attorney is
      appointed.





CORPORATIONS
      ACTING BY REPRESENTATIVES





85.  (1)  Any
      corporation which is a Member may by resolution of its directors or other
      governing body authorise such person as it thinks fit to act as its
      representative at any meeting of the Company or at any meeting of any class
      of
      Members. The person so authorised shall be entitled to exercise the same powers
      on behalf of such corporation as the corporation could exercise if it were
      an
      individual Member and such corporation shall for the purposes of these Articles
      be deemed to be present in person at any such meeting if a person so authorised
      is present thereat.





(2)  If
      a
      clearing house (or its nominee(s)), being a corporation, is a Member, it may
      authorise such persons as it thinks fit to act as its representatives at any
      meeting of the Company or at any meeting of any class of Members provided that
      the authorisation shall specify the number and class of shares in respect of
      which each such representative is so authorised. Each person so authorised
      under
      the provisions of this Article shall be deemed to have been duly authorised
      without further evidence of the facts and be entitled to exercise the same
      rights and powers on behalf of the clearing house (or its nominee(s)) as if
      such
      person was the registered holder of the shares of the Company held by the
      clearing house (or its nominee(s)) including the right to vote individually
      on a
      show of hands.





(3)  Any
      reference in these Articles to a duly authorised representative of a Member
      being a corporation shall mean a representative authorised under the provisions
      of this Article.





NO
      ACTION BY WRITTEN RESOLUTIONS OF MEMBERS





86.   Any
      action required or permitted to be taken at any annual or extraordinary general
      meetings of the Company may be taken only upon the vote of the Members at an
      annual or extraordinary general meeting duly noticed and convened in accordance
      with these Articles and the Law and may not be taken by written resolution
      of
      Members without a meeting.




-24-




BOARD
      OF DIRECTORS





87.  (1)  Unless
      otherwise determined by the Company in general meeting, the number of Directors
      shall not be less than two (2). There shall be no maximum number of Directors
      unless otherwise determined from time to time by the Members in general meeting
      by special resolution. The Directors shall be elected or appointed in the first
      place by the subscribers to the Memorandum of Association or by a majority
      of
      them and thereafter in accordance with Article 88 and shall hold office until
      their successors are elected or appointed.





(2)  Subject
      to the Articles and the Law, 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. **




(3)  The
      Directors shall have the power from time to time and at any time to appoint
      any
      person as a Director to fill a casual vacancy on the Board or as an addition
      to
      the existing Board. Any Director so appointed by the Board shall hold office
      only until the next following annual general meeting of the Company and shall
      then be eligible for re-election.





(4)  No
      Director shall be required to hold any shares of the Company by way of
      qualification and a Director who is not a Member shall be entitled to receive
      notice of and to attend and speak at any general meeting of the Company and
      of
      all classes of shares of the Company.





(5)  Subject
      to any provision to the contrary in these Articles, a Director may be removed
      by
      way of an ordinary resolution of the Members at any time before the expiration
      of his period of office notwithstanding anything in these Articles or in any
      agreement between the Company and such Director (but without prejudice to any
      claim for damages under any such agreement).





(6)  A
      vacancy
      on the Board created by the removal of a Director under the provisions of
      subparagraph (5) above may be filled by the election or appointment by ordinary
      resolution of the Members at the meeting at which such Director is removed
      or by
      the affirmative vote of a simple majority of the remaining Directors present
      and
      voting at a Board meeting.





(7)  The
      Company may from time to time in general meeting by ordinary resolution increase
      or reduce the number of Directors but so that the number of Directors shall
      never be less than two (2).




RETIREMENT
      OF DIRECTORS





88.  (1)  Notwithstanding
      any other provisions in the Articles, at each annual general meeting one-third
      of the Directors for the time being (or, if their number is not a multiple
      of
      three (3), the number nearest to but not greater than one-third) shall retire
      from office by rotation provided that notwithstanding anything herein, the
      chairman of the Board and/or the managing director of the Company shall not,
      whilst holding such office, be subject to retirement by rotation or be taken
      into account in determining the number of Directors to retire in each
      year.




-25-




(2)  A
      retiring Director shall be eligible for re-election. The Directors to retire
      by
      rotation shall include (so far as necessary to ascertain the number of directors
      to retire by rotation) any Director who wishes to retire and not to offer
      himself for re-election. Any further Directors so to retire shall be those
      of
      the other Directors subject to retirement by rotation who have been longest
      in
      office since their last re-election or appointment and so that as between
      persons who became or were last re-elected Directors on the same day those
      to
      retire shall (unless they otherwise agree among themselves) be determined by
      lot. Any Director appointed pursuant to Article 87(2) or Article 87(3) shall
      not
      be taken into account in determining which particular Directors or the number
      of
      Directors who are to retire by rotation.




89.   No
      person
      other than a Director retiring at the meeting shall, unless recommended by
      the
      Directors for election, be eligible for election as a Director at any general
      meeting unless a Notice signed by a Member (other than the person to be
      proposed) duly qualified to attend and vote at the meeting for which such notice
      is given of his intention to propose such person for election and also a Notice
      signed by the person to be proposed of his willingness to be elected shall
      have
      been lodged at the head office or at the Registration Office provided that
      the
      minimum length of the period, during which such Notice(s) are given, shall
      be at
      least seven (7) days and that the period for lodgment of such Notice(s) shall
      commence no earlier than the day after the dispatch of the notice of the general
      meeting appointed for such election and end no later than seven (7) days prior
      to the date of such general meeting.





DISQUALIFICATION
      OF DIRECTORS





90.   The
      office of a Director shall be vacated if the Director:





(1)  resigns
      his office by notice in writing delivered to the Company at the Office or
      tendered at a meeting of the Board;





(2) becomes
          of unsound mind or dies;





(3)  without
      special leave of absence from the Board, is absent from meetings of the Board
      for six consecutive months and the Board resolves that his office be vacated;
      or





(4)  becomes
      bankrupt or has a receiving order made against him or suspends payment or
      compounds with his creditors;





(5) is
          prohibited by law from being a Director; or





(6)  ceases
      to
      be a Director by virtue of any provision of the Statutes or is removed from
      office pursuant to these Articles.




-26-




EXECUTIVE
      DIRECTORS





91.   The
      Board
      may from time to time appoint any one or more of its body to be a managing
      director, joint managing director or deputy managing director or to hold any
      other employment or executive office with the Company for such period (subject
      to their continuance as Directors) and upon such terms as the Board may
      determine and the Board 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. A Director appointed to an office under this
      Article shall be subject to the same provisions as to removal as the other
      Directors of the Company, and he shall (subject to the provisions of any
      contract between him and the Company) ipso facto and immediately cease to hold
      such office if he shall cease to hold the office of Director for any
      cause.




92.   Notwithstanding
      Articles 93 and 94, an executive director appointed to an office under Article
      91 hereof shall receive such remuneration (whether by way of salary, commission,
      participation in profits or otherwise or by all or any of those modes) and
      such
      other benefits (including pension and/or gratuity and/or other benefits on
      retirement) and allowances as the Board may from time to time determine, and
      either in addition to or in lieu of his remuneration as a
      Director.





DIRECTORS’
      FEES AND EXPENSES





93.   The
      ordinary remuneration of the Directors shall from time to time be determined
      by
      the Company in general meeting and shall (unless otherwise directed by the
      resolution by which it is voted) be divided amongst the Board in such
      proportions and in such manner as the Board may agree or, failing agreement,
      equally, except that any Director who shall hold office for part only of the
      period in respect of which such remuneration is payable shall be entitled only
      to rank in such division for a proportion of remuneration related to the period
      during which he has held office. Such remuneration shall be deemed to accrue
      from day to day. Each Director shall be entitled to be repaid or prepaid all
      traveling, hotel and incidental expenses reasonably incurred or expected to
      be
      incurred by him in attending meetings of the Board or committees of the board
      or
      general meetings or separate meetings of any class of shares or of debenture
      of
      the Company or otherwise in connection with the discharge of his duties as
      a
      Director.





94.   Any
      Director who, by request, goes or resides abroad for any purpose of the Company
      or who performs services which in the opinion of the Board go beyond the
      ordinary duties of a Director may be paid such extra remuneration (whether
      by
      way of salary, commission, participation in profits or otherwise) as the Board
      may determine and such extra


remuneration
      shall be in addition to or in substitution for any ordinary remuneration
      provided for by or pursuant to any other Article.






-27-




DIRECTORS’
      INTERESTS





95.   A
      Director may:




(a)
            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. Any remuneration (whether
                by
                way of salary, commission, participation in profits or otherwise)
                paid to
                any Director in respect of any such other office or place of profit
                shall
                be in addition to any remuneration provided for by or pursuant to
                any
                other Article;





(b)
            act
                by himself or his firm in a professional capacity for the Company
                (otherwise than as Auditor) and he or his firm may be remunerated
                for
                professional services as if he were not a
                Director;





(c)
            continue
                to be or become a director, managing director, joint managing director,
                deputy managing director, executive director, manager or other officer
                or
                member of any other company promoted by the Company or in which the
                Company may be interested as a vendor, shareholder or otherwise and
                (unless otherwise agreed) no such Director shall be accountable for
                any
                remuneration, profits or other benefits received by him as a director,
                managing director, joint managing director, deputy managing director,
                executive director, manager or other officer or member of or from
                his
                interests in any such other company. Subject as otherwise provided
                by
                these Articles the Directors may exercise or cause to be exercised
                the
                voting powers conferred by the shares in any other company held or
                owned
                by the Company, or exercisable by them as Directors of such other
                company
                in such manner in all respects as they think fit (including the exercise
                thereof in favour of any resolution appointing themselves or any
                of them
                directors, managing directors, joint managing directors, deputy managing
                directors, executive directors, managers or other officers of such
                company) or voting or providing for the payment of remuneration to
                the
                director, managing director, joint managing director, deputy managing
                director, executive director, manager or other officers of such other
                company and any Director may vote in favour of the exercise of such
                voting
                rights in manner aforesaid notwithstanding that he may be, or about
                to be,
                appointed a director, managing director, joint managing director,
                deputy
                managing director, executive director, manager or other officer of
                such a
                company, and that as such he is or may become interested in the exercise
                of such voting rights in manner
                aforesaid.





Notwithstanding
      the foregoing, no “Independent Director” as defined in rules of the Designated
      Stock Exchange or in Rule 10A-3 under the Exchange Act, and with respect of
      whom
      the Board has determined constitutes an “Independent Director” for purposes of
      compliance with applicable law or the Company’s listing requirements, shall
      without the consent of the Audit Committee take any of the foregoing actions
      or
      any other action that would reasonably be likely to affect such Director’s
      status as an “Independent Director” of the Company.




-28-




96.   Subject
      to the Law and to these Articles, 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 provided that such Director shall disclose
      the
      nature of his interest in any contract or arrangement in which he is interested
      in accordance with Article 97 herein. Any such transaction that would reasonably
      be likely to affect a Director’s status as an “Independent
      Director.





97.   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
      considered, 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 or officer 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.





98.   Following
      a declaration being made pursuant to the last preceding two Articles, subject
      to
      any separate requirement for Audit Committee approval under applicable law
      or
      the listing rules of the Company’s Designated Stock Exchange, and unless
      disqualified by the chairman of the relevant Board meeting, a Director may
      vote
      in respect of any contract or proposed contract or arrangement in which such
      Director is interested and may be counted in the quorum at such
      meeting.





GENERAL
      POWERS OF THE DIRECTORS





99.  (1)  The
      business of the Company shall be managed and conducted 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 Statutes or by these
      Articles required to be exercised by the Company in general meeting, subject
      nevertheless to the provisions of the Statutes 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.




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(2)  Any
      person contracting or dealing with the Company in the ordinary course of
      business shall be entitled to rely on any written or oral contract or agreement
      or deed, document or instrument entered into or executed as the case may be
      by
      any two of the Directors acting jointly on behalf of the Company and the same
      shall be deemed to be validly entered into or executed by the Company as the
      case may be and shall, subject to any rule of law, be binding on the
      Company.





(3)  Without
      prejudice to the general powers conferred by these Articles it is hereby
      expressly declared that the Board shall have the following powers:





(a)
            To
                give to any person the right or option of requiring at a future date
                that
                an allotment shall be made to him of any share at par or at such
                premium
                as may be agreed.





(b)
            To
                give to any Directors, officers or employees of the Company an interest
                in
                any particular business or transaction or participation in the profits
                thereof or in the general profits of the Company either in addition
                to or
                in substitution for a salary or other
                remuneration.





(c)
            To
                resolve that the Company be deregistered in the Cayman Islands and
                continued in a named jurisdiction outside the Cayman Islands subject
                to
                the provisions of the Law.





100.   The
      Board
      may establish any regional or local boards or agencies for managing any of
      the
      affairs of the Company in any place, and may appoint any persons to be members
      of such local boards, or any managers or agents, and may fix their remuneration
      (either by way of salary or by commission or by conferring the right to
      participation in the profits of the Company or by a combination of two or more
      of these modes) and pay the working expenses of any staff employed by them
      upon
      the business of the Company. The Board may delegate to any regional or local
      board, manager or agent any of the powers, authorities and discretions vested
      in
      or exercisable by the Board (other than its powers to make calls and forfeit
      shares), with power to sub-delegate, and may authorise the members of 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.





101.   The
      Board
      may by power of attorney appoint any company, firm or person or any fluctuating
      body of persons, whether nominated directly or indirectly by the Board, to
      be
      the attorney or attorneys of the Company for such purposes and with such powers,
      authorities and discretions (not exceeding those vested in or exercisable by
      the
      Board under these Articles) and for such period and subject to such conditions
      as it may think fit, and any such power of attorney may contain such provisions
      for the protection and convenience of persons dealing with any such attorney
      as
      the Board may think fit, and may also authorise any such attorney to
      sub-delegate all or any of the powers, authorities and discretions vested in
      him. Such attorney or attorneys may, if so authorised under the Seal of the
      Company, execute any deed or instrument under their personal seal with the
      same
      effect as the affixation of the Company’s Seal.




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102.   The
      Board
      may entrust to and confer upon a managing director, joint managing director,
      deputy managing director, an executive director or 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.




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. The Company’s banking accounts shall be kept with such
      banker or bankers as the Board shall from time to time determine.





104.  (1)  The
      Board
      may establish or concur or join with other companies (being subsidiary companies
      of the Company or companies with which it is associated in business) in
      establishing and making contributions out of the Company’s moneys to any schemes
      or funds for providing pensions, sickness or compassionate allowances, life
      assurance or other benefits for employees (which expression as used in this
      and
      the following paragraph shall include any Director or ex-Director who may hold
      or have held any executive office or any office of profit under the Company
      or
      any of its subsidiary companies) and ex-employees of the Company and their
      dependants or any class or classes of such person.





(2)  The
      Board
      may pay, enter into agreements to pay or make grants of revocable or irrevocable
      pensions or other benefits to employees and ex-employees and their dependants,
      or to any of such persons, including pensions or benefits additional to those,
      if any, to which such employees or ex-employees or their dependants are or
      may
      become entitled under any such scheme or fund as mentioned in the last preceding
      paragraph. Any such pension or benefit may, as the Board considers desirable,
      be
      granted to an employee either before and in anticipation of or upon or at any
      time after his actual retirement, and may be subject or not subject to any
      terms
      or conditions as the Board may determine.





BORROWING
      POWERS





105.   The
      Board
      may exercise all the powers of the Company to raise or borrow money and to
      mortgage or charge all or any part of the undertaking, property and assets
      (present and future) and uncalled capital of the Company and, subject to the
      Law, to issue debentures, bonds and other securities, whether outright or as
      collateral security for any debt, liability or obligation of the Company or
      of
      any third party.




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106.   Debentures,
      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.





107.   Any
      debentures, bonds or other securities may be issued at a discount (other than
      shares), 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.





108.  (1)  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.




(2)  The
      Board
      shall cause a proper register to be kept, in accordance with the provisions
      of
      the Law, of all charges specifically affecting the property of the Company
      and
      of any series of debentures issued by the Company and shall duly comply with
      the
      requirements of the Law in regard to the registration of charges and debentures
      therein specified and otherwise.




PROCEEDINGS
      OF THE DIRECTORS





109.   The
      Board
      may meet for the despatch of business, adjourn and otherwise regulate its
      meetings as it considers appropriate. 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.





110.   A
      meeting
      of the Board may be convened by the Secretary on request of a Director or by
      any
      Director. The Secretary shall convene a meeting of the Board of which notice
      may
      be given in writing or by telephone or in such other manner as the Board may
      from time to time determine whenever he shall be required so to do by the
      president or chairman, as the case may be, or any Director.





111.  (1)  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 (2). An
      alternate Director shall be counted in a quorum in the case of the absence
      of a
      Director for whom he is the alternate provided that he shall not be counted
      more
      than once for the purpose of determining whether or not a quorum is
      present.





(2)  Directors
      may participate in any meeting of the Board by means of a conference telephone
      or other communications equipment through which all persons participating in
      the
      meeting can communicate with each other simultaneously and instantaneously
      and,
      for the purpose of counting a quorum, such participation shall constitute
      presence at a meeting as if those participating were present in
      person.




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(3)  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 such Board meeting if no other Director objects and if otherwise
      a quorum of Directors would not be present.





112.   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.





113.   The
      Chairman of the Board shall be the chairman of all meetings of the Board. If
      the
      Chairman of the Board is not present at any meeting within five (5) minutes
      after the time appointed for holding the same, the Directors present may choose
      one of their number to be chairman of the meeting.





114.   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.





115.  (1)  The
      Board
      may delegate any of its powers, authorities and discretions to committees
      (including, without limitation, the Audit Committee), consisting of such
      Director or Directors and other persons as it thinks fit, and they may, from
      time to time, revoke such delegation or revoke the appointment of and discharge
      any such committees either wholly or in part, and either as to persons or
      purposes. 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.





(2)  All
      acts
      done by any such committee in conformity with such regulations, and in
      fulfilment of the purposes for which it was appointed, but not otherwise, shall
      have like force and effect as if done by the Board, and the Board (or if the
      Board delegates such power, the committee) shall have power to remunerate the
      members of any such committee, and charge such remuneration to the current
      expenses of the Company.





116.   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, indicating, without limitation, any committee charter adopted
      by the Board for purposes or in respect of any such committee.





117.   A
      resolution in writing signed by all the Directors except such as are temporarily
      unable to act through ill-health or disability shall (provided that such number
      is sufficient to constitute a quorum and further provided that a copy of such
      resolution has been given or the contents thereof communicated to all the
      Directors for the time being entitled to receive notices of Board meetings
      in
      the same manner as notices of meetings are required to be given by these
      Articles) be as valid and effectual as if a resolution had been passed at a
      meeting of the Board duly convened and held. Such resolution may be contained
      in
      one document or in several documents in like form each signed by one or more
      of
      the Directors and for this purpose a facsimile signature of a Director shall
      be
      treated as valid.




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




AUDIT
      COMMITTEE





119.   Without
      prejudice to the freedom of the Directors to establish any other committees,
      for
      so long as the shares of the Company (or depositary receipts therefor) are
      listed or quoted on the Designated Stock Exchange, the Board shall establish
      and
      maintain an audit committee as a committee of the Board, the composition and
      responsibilities of which shall comply with the rules of the Designated Stock
      Exchange and the rules and regulations of the SEC.





120.  (1)  The
      Board
      shall adopt a formal written audit committee charter and review and assess
      the
      adequacy of the formal written charter on an annual basis.





(2)  The
      Audit
      Committee shall meet at least once every financial quarter, or more frequently
      as circumstances dictate.





121.   For
      so
      long as the shares of the Company (or depositary receipts therefor) are listed
      or quoted on the Designated Stock Exchange, the Company shall conduct an
      appropriate review of all related party transactions on an ongoing basis and
      shall utilize the Audit Committee for the review and approval of potential
      conflicts of interest. Specially, the Audit Committee shall approve any
      transaction or transactions between the Company and any of the following
      parties: (i) any shareholder owning an interest in the voting power of the
      Company or any subsidiary of the Company that gives such shareholder significant
      influence over the Company or any subsidiary of the Company, (ii) any director
      or executive officer of the Company or any subsidiary of the Company and any
      relative of such director or executive officer, (iii) any person in which a
      substantial interest in the voting power of the Company is owned, directly
      or
      indirectly, by any person described in (i) or (ii) or over which such a person
      is able to exercise significant influence, and (iv) any affiliate (other than
      a
      subsidiary) of the Company.




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OFFICERS





122.  (1)  The
      officers of the Company shall consist of the Chairman of the Board, the
      Directors and Secretary and such additional officers (who may or may not be
      Directors) as the Board may from time to time determine, all of whom shall
      be
      deemed to be officers for the purposes of the Law and these Articles.





(2)  The
      Directors shall, as soon as may be after each appointment or election of
      Directors, elect amongst the Directors a chairman and if more than one Director
      is proposed for this office, the election to such office shall take place in
      such manner as the Directors may determine.





(3)  The
      officers shall receive such remuneration as the Directors may from time to
      time
      determine.





123.  (1)  The
      Secretary and additional officers, if any, shall be appointed by the Board
      and
      shall hold office on such terms and for such period as the Board may determine.
      If thought fit, two or more persons may be appointed as joint Secretaries.
      The
      Board may also appoint from time to time on such terms as it thinks fit one
      or
      more assistant or deputy Secretaries.





(2)  The
      Secretary shall attend all meetings of the Members and shall keep correct
      minutes of such meetings and enter the same in the proper books provided for
      the
      purpose. He shall perform such other duties as are prescribed by the Law or
      these Articles or as may be prescribed by the Board.




124.   The
      officers of the Company shall have such powers and perform such duties in the
      management, business and affairs of the Company as may be delegated to them
      by
      the Directors from time to time.





125.   A
      provision of the Law or of 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.




REGISTER
      OF DIRECTORS AND OFFICERS





126.   The
      Company shall cause to be kept in one or more books at its Office a Register
      of
      Directors and Officers in which there shall be entered the full names and
      addresses of the Directors and Officers and such other particulars as required
      by the Law or as the Directors may determine. The Company shall send to the
      Registrar of Companies in the Cayman Islands a copy of such register, and shall
      from time to time notify to the said Registrar of any change that takes place
      in
      relation to such Directors and Officers as required by the Law.




MINUTES





127.  (1)  The
      Board
      shall cause minutes to be duly entered in books provided for the
      purpose:





(a)
            of
                all elections and appointments of
                officers;




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





(c)
            of
                all resolutions and proceedings of each general meeting of the Members,
                meetings of the Board and meetings of committees of the Board and
                where
                there are managers, of all proceedings of meetings of the managers.





(2)
            Minutes
                shall be kept by the Secretary at the
                Office.




SEAL





128.  (1)  The
      Company may have one or more Seals, as the Board may determine. For the purpose
      of sealing documents creating or evidencing securities issued by the Company,
      the Company may have a securities seal which is a facsimile of the Seal of
      the
      Company with the addition of the word “Securities” on its face or in such other
      form as the Board may approve. The Board shall provide for the custody of each
      Seal and no Seal shall be used without the authority of the Board or of a
      committee of the Board authorised by the Board in that behalf. Subject as
      otherwise provided in these Articles, any instrument to which a Seal is affixed
      shall be signed autographically by one Director and the Secretary or by two
      Directors or by such other person (including a Director) or persons as the
      Board
      may appoint, either generally or in any particular case, save that as regards
      any certificates for shares or debentures or other securities of the Company
      the
      Board may by resolution determine that such signatures or either of them shall
      be dispensed with or affixed by some method or system of mechanical signature.
      Every instrument executed in manner provided by this Article shall be deemed
      to
      be sealed and executed with the authority of the Board previously
      given.





(2)  Where
      the
      Company has a Seal for use abroad, the Board may by writing under the Seal
      appoint any agent or committee abroad to be the duly authorised agent of the
      Company for the purpose of affixing and using such Seal and the Board may impose
      restrictions on the use thereof as may be thought fit. Wherever in these
      Articles reference is made to the Seal, the reference shall, when and so far
      as
      may be applicable, be deemed to include any such other Seal as
      aforesaid.




AUTHENTICATION
      OF DOCUMENTS





129.   Any
      Director or the Secretary or any person appointed by the Board for the purpose
      may authenticate any documents affecting the constitution of the Company and
      any
      resolution passed by the Company or the Board or any committee, and any books,
      records, documents and accounts relating to the business of the Company, and
      to
      certify copies thereof or extracts therefrom as true copies or extracts, and
      if
      any books, records, documents or accounts are elsewhere than at the Office
      or
      the head office the local manager or other officer of the Company having the
      custody thereof shall be deemed to be a person so appointed by the Board. A
      document purporting to be a copy of a resolution, or an extract from the minutes
      of a meeting, of the Company or of the Board or any committee which is so
      certified shall be conclusive evidence in favour of all persons dealing with
      the
      Company upon the faith thereof that such resolution has been duly passed or,
      as
      the case may be, that such minutes or extract is a true and accurate record
      of
      proceedings at a duly constituted meeting.




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DESTRUCTION
      OF DOCUMENTS





130. (1)  The
      Company shall be entitled to destroy the following documents at the following
      times:





(a)
            any
                share certificate which has been cancelled at any time after the
                expiry of
                one (1) 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 (2) years from the date such mandate variation cancellation or
                notification was recorded by the
                Company;





(c)
            any
                instrument of transfer of shares which has been registered at any
                time
                after the expiry of seven (7) years from the date of
                registration;




(d)
            any
                allotment letters after the expiry of seven (7) years from the date
                of
                issue thereof; and





(e)
            copies
                of powers of attorney, grants of probate and letters of administration
                at
                any time after the expiry of seven (7) years after the account to
                which
                the relevant power of attorney, grant of probate or letters of
                administration related has been
                closed;





and
      it
      shall conclusively be presumed in favour of the Company that every entry in
      the
      Register purporting to be made on the basis of any such documents so destroyed
      was duly and properly made and 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: (1) 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; (2) 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 (1) above are not fulfilled; and (3) references in this Article to
      the
      destruction of any document include references to its disposal in any
      manner.





(2)  Notwithstanding
      any provision contained in these Articles, the Directors may, if permitted
      by
      applicable law, authorise the destruction of documents set out in sub-paragraphs
      (a) to (e) of paragraph (1) of this Article and any other documents in relation
      to share registration which have been microfilmed or electronically stored
      by
      the Company or by the share registrar on its behalf provided always that this
      Article shall apply only to the destruction of a document in good faith and
      without express notice to the Company and its share registrar that the
      preservation of such document was relevant to a claim.




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DIVIDENDS
      AND OTHER PAYMENTS





131.   Subject
      to the Law, the Company in general meeting or the Board may from time to time
      declare dividends in any currency to be paid to the Members but no dividend
      shall be declared in excess of the amount recommended by the Board.





132.   Dividends
      may be declared and paid out of the profits of the Company, realised or
      unrealised, or from any reserve set aside from profits which the Directors
      determine is no longer needed. The Board may also declare and pay dividends
      out
      of share premium account or any other fund or account which can be authorised
      for this purpose in accordance with the Law.





133.   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.





134.   The
      Board
      may from time to time pay to the Members such interim dividends as appear to
      the
      Board to be justified by the profits of the Company and in particular (but
      without prejudice to the generality of the foregoing) if at any time the share
      capital of the Company is divided into different classes, the Board may pay
      such
      interim dividends in respect of those shares in the capital of the Company
      which
      confer on the holders thereof deferred or non-preferential rights as well as
      in
      respect of those shares which confer on the holders thereof preferential rights
      with regard to dividend and provided that the Board acts bona fide the Board
      shall not incur any responsibility to the holders of shares conferring any
      preference for any damage that they may suffer by reason of the payment of
      an
      interim dividend on any shares having deferred or non-preferential rights and
      may also pay any fixed dividend which is payable on any shares of the Company
      half-yearly or on any other dates, whenever such profits, in the opinion of
      the
      Board, justifies such payment.





135.   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.





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




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137.   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
      notwithstanding that it may subsequently appear that the same has been stolen
      or
      that any endorsement thereon has been forged. 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.





138.   All
      dividends or bonuses unclaimed for one (1) year after having been declared
      may
      be invested or otherwise made use of by the Board for the benefit of the Company
      until claimed. Any dividend or bonuses unclaimed after a period of six (6)
      years
      from the date of declaration shall be forfeited and shall revert to the Company.
      The payment by the Board of any unclaimed dividend or other sums payable on
      or
      in respect of a share into a separate account shall not constitute the Company
      a
      trustee in respect thereof.





139.   Whenever
      the Board or the Company in general meeting has resolved that a dividend be
      paid
      or declared, the Board may further resolve that such dividend be satisfied
      wholly or in part by the distribution of specific assets of any kind and in
      particular of paid up shares, debentures or warrants to subscribe securities
      of
      the Company or any other company, or in any one or more of such ways, and where
      any difficulty arises in regard to the distribution the Board may settle the
      same as it thinks expedient, and in particular may issue certificates in respect
      of fractions of shares, disregard fractional entitlements or round the same
      up
      or down, and may fix the value for distribution of such specific assets, or
      any
      part thereof, and may determine that cash payments shall be made to any Members
      upon the footing of the value so fixed in order to adjust the rights of all
      parties, and may vest any such specific assets in trustees as may seem expedient
      to the Board and may appoint any person to sign any requisite instruments of
      transfer and other documents on behalf of the persons entitled to the dividend,
      and such appointment shall be effective and binding on the Members. The Board
      may resolve that no such assets shall be made available to Members with
      registered addresses in any particular territory or territories where, in the
      absence of a registration statement or other special formalities, such
      distribution of assets would or might, in the opinion of the Board, be unlawful
      or impracticable and in such event the only entitlement of the Members aforesaid
      shall be to receive cash payments as aforesaid. Members affected as a result
      of
      the foregoing sentence shall not be or be deemed to be a separate class of
      Members for any purpose whatsoever.





140.  (1)  Whenever
      the Board or the Company in general meeting has resolved that a dividend be
      paid
      or declared on any class of the share capital of the Company, the Board may
      further resolve either:





(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 the Members entitled
                thereto will be entitled to elect to receive such dividend (or part
                thereof if the Board so determines) in cash in lieu of such allotment.
                In
                such case, the following provisions shall
                apply:




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(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
                ten (10) days’ Notice to the holders of the relevant 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; and





(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 satisfaction thereof shares of the relevant class 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 the
                undivided profits of the Company (including profits carried and standing
                to the credit of any reserves or other special account, share premium
                account, capital redemption reserve other than the Subscription Rights
                Reserve) as the Board may determine, such sum as may be required
                to pay up
                in full the appropriate number of shares of the relevant class for
                allotment and distribution to and amongst the holders of the non-elected
                shares on such basis; or





(b)
            that
                the Members entitled to such dividend shall 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
                ten (10) days’ Notice to the holders of the relevant 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;




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(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; and





(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 thereof shares of the relevant class shall be
                allotted credited as fully paid up to the holders of the elected
                shares on
                the basis of allotment determined as aforesaid and for such purpose
                the
                Board shall capitalise and apply out of any part of the undivided
                profits
                of the Company (including profits carried and standing to the credit
                of
                any reserves or other special account, share premium account, capital
                redemption reserve other than the Subscription Rights Reserve) as
                the
                Board may determine, such sum as may be required to pay up in full
                the
                appropriate number of shares of the relevant class for allotment
                and
                distribution to and amongst the holders of the elected shares on
                such
                basis.




(2)
            (a)
            The
                shares allotted pursuant to the provisions of paragraph (1) of this
                Article shall rank pari passu in all respects with shares of the
                same
                class (if any) then in issue save only as regards participation in
                the
                relevant dividend or in any other distributions, bonuses or rights
                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 their proposal to apply the provisions
                of
                sub-paragraph (a) or (b) of paragraph (2) of this Article in relation
                to
                the relevant dividend or contemporaneously with their 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
                (1) of
                this Article shall rank for participation in such distribution, bonus
                or
                rights.


(b)
            The
                Board may do all acts and things considered necessary or expedient
                to give
                effect to any capitalisation pursuant to the provisions of paragraph
                (1)
                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.





(3)  The
      Company may upon the recommendation of the Board by ordinary resolution resolve
      in respect of any one particular dividend of the Company that notwithstanding
      the provisions of paragraph (1) 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 shareholders to elect to receive such dividend in cash
      in
      lieu of such allotment.




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(4)  The
      Board
      may on any occasion determine that rights of election and the allotment of
      shares under paragraph (1) of this Article shall not be made available or made
      to any shareholders with registered addresses in any territory where, in the
      absence of a registration statement or other special formalities, the
      circulation of an offer of such rights of election or the allotment of shares
      would or might, in the opinion of the Board, be unlawful or impracticable,
      and
      in such event the provisions aforesaid shall be read and construed subject
      to
      such determination. Members affected as a result of the foregoing sentence
      shall
      not be or be deemed to be a separate class of Members for any purpose
      whatsoever.




(5)  Any
      resolution declaring a dividend on shares of any class, whether a resolution
      of
      the Company in general meeting or a resolution of the Board, may specify that
      the same shall be payable or distributable to the persons registered as the
      holders of such shares at the close of business on a particular date,
      notwithstanding that it may be a date prior to that on which the resolution
      is
      passed, and thereupon the dividend shall be payable or distributable to them
      in
      accordance with their respective holdings so registered, but without prejudice
      to the rights inter se in respect of such dividend of transferors and
      transferees of any such shares. The provisions of this Article shall mutatis
      mutandis apply to bonuses, capitalisation issues, distributions of realised
      capital profits or offers or grants made by the Company to the
      Members.





RESERVES





141.  (1)  The
      Board
      shall establish an account to be called the share premium account and shall
      carry to the credit of such account from time to time a sum equal to the amount
      or value of the premium paid on the issue of any share in the Company. Unless
      otherwise provided by the provisions of these Articles, the Board may apply
      the
      share premium account in any manner permitted by the Law. The Company shall
      at
      all times comply with the provisions of the Law in relation to the share premium
      account.





(2)  Before
      recommending any dividend, the Board may set aside out of the profits of the
      Company such sums as it determines as reserves which shall, at the discretion
      of
      the Board, be applicable for any purpose to 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 and so that it shall
      not be necessary to keep any investments constituting the reserve or reserves
      separate or distinct from any other investments of the Company. The Board may
      also without placing the same to reserve carry forward any profits which it
      may
      think prudent not to distribute.





CAPITALISATION





142.   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 a share premium account and capital
      redemption reserve and 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 footing 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 paying up in full 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
      any
      capital redemption 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.





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143.   The
      Board
      may settle, as it considers appropriate, any difficulty arising in regard to
      any
      distribution under the last preceding Article and in particular may issue
      certificates in respect of fractions of shares 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.





SUBSCRIPTION
      RIGHTS RESERVE





144.   The
      following provisions shall have effect to the extent that they are not
      prohibited by and are in compliance with the Law:





(1)
            If,
                so long as any of the rights attached to any warrants issued by the
                Company to subscribe for shares of the Company shall remain exercisable,
                the Company does any act or engages in any transaction which, as
                a result
                of any adjustments to the subscription price in accordance with the
                provisions of the conditions of the warrants, would reduce the
                subscription price to below the par value of a share, then the following
                provisions shall apply:





(a)
            as
                from the date of such act or transaction the Company shall establish
                and
                thereafter (subject as provided in this Article) maintain in accordance
                with the provisions of this Article a reserve (the “Subscription Rights
                Reserve”) the amount of which shall at no time be less than the sum which
                for the time being would be required to be capitalised and applied
                in
                paying up in full the nominal amount of the additional shares required
                to
                be issued and allotted credited as fully paid pursuant to sub-paragraph
                (c) below on the exercise in full of all the subscription rights
                outstanding and shall apply the Subscription Rights Reserve in paying
                up
                such additional shares in full as and when the same are
                allotted;




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(b)
            the
                Subscription Rights Reserve shall not be used for any purpose other
                than
                that specified above unless all other reserves of the Company (other
                than
                share premium account) have been extinguished and will then only
                be used
                to make good losses of the Company if and so far as is required by
                law;





(c)
            upon
                the exercise of all or any of the subscription rights represented
                by any
                warrant, the relevant subscription rights shall be exercisable in
                respect
                of a nominal amount of shares equal to the amount in cash which the
                holder
                of such warrant is required to pay on exercise of the subscription
                rights
                represented thereby (or, as the case may be the relevant portion
                thereof
                in the event of a partial exercise of the subscription rights) and,
                in
                addition, there shall be allotted in respect of such subscription
                rights
                to the exercising warrantholder, credited as fully paid, such additional
                nominal amount of shares as is equal to the difference
                between:





(i)
            the
                said amount in cash which the holder of such warrant is required
                to pay on
                exercise of the subscription rights represented thereby (or, as the
                case
                may be, the relevant portion thereof in the event of a partial exercise
                of
                the subscription rights); and




(ii)
            the
                nominal amount of shares in respect of which such subscription rights
                would have been exercisable having regard to the provisions of the
                conditions of the warrants, had it been possible for such subscription
                rights to represent the right to subscribe for shares at less than
                par and
                immediately upon such exercise so much of the sum standing to the
                credit
                of the Subscription Rights Reserve as is required to pay up in full
                such
                additional nominal amount of shares shall be capitalised and applied
                in
                paying up in full such additional nominal amount of shares which
                shall
                forthwith be allotted credited as fully paid to the exercising
                warrantholders; and





(d)
            if,
                upon the exercise of the subscription rights represented by any warrant,
                the amount standing to the credit of the Subscription Rights Reserve
                is
                not sufficient to pay up in full such additional nominal amount of
                shares
                equal to such difference as aforesaid to which the exercising
                warrantholder is entitled, the Board shall apply any profits or reserves
                then or thereafter becoming available (including, to the extent permitted
                by law, share premium account) for such purpose until such additional
                nominal amount of shares is paid up and allotted as aforesaid and
                until
                then no dividend or other distribution shall be paid or made on the
                fully
                paid shares of the Company then in issue. Pending such payment and
                allotment, the exercising warrantholder shall be issued by the Company
                with a certificate evidencing his right to the allotment of such
                additional nominal amount of shares. The rights represented by any
                such
                certificate shall be in registered form and shall be transferable
                in whole
                or in part in units of one share in the like manner as the shares
                for the
                time being are transferable, and the Company shall make such arrangements
                in relation to the maintenance of a register therefor and other matters
                in
                relation thereto as the Board may think fit and adequate particulars
                thereof shall be made known to each relevant exercising warrantholder
                upon
                the issue of such certificate.




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(2)  Shares
      allotted pursuant to the provisions of this Article shall rank pari passu in
      all
      respects with the other shares allotted on the relevant exercise of the
      subscription rights represented by the warrant concerned. Notwithstanding
      anything contained in paragraph (1) of this Article, no fraction of any share
      shall be allotted on exercise of the subscription rights.





(3)  The
      provision of this Article as to the establishment and maintenance of the
      Subscription Rights Reserve shall not be altered or added to in any way which
      would vary or abrogate, or which would have the effect of varying or abrogating
      the provisions for the benefit of any warrantholder or class of warrantholders
      under this Article without the sanction of a special resolution of such
      warrantholders or class of warrantholders.




(4)  A
      certificate or report by the auditors for the time being of the Company as
      to
      whether or not the Subscription Rights Reserve is required to be established
      and
      maintained and if so the amount thereof so required to be established and
      maintained, as to the purposes for which the Subscription Rights Reserve has
      been used, as to the extent to which it has been used to make good losses of
      the
      Company, as to the additional nominal amount of shares required to be allotted
      to exercising warrantholders credited as fully paid, and as to any other matter
      concerning the Subscription Rights Reserve shall (in the absence of manifest
      error) be conclusive and binding upon the Company and all warrantholders and
      shareholders.




ACCOUNTING
      RECORDS





145.   The
      Board
      shall cause true accounts to be kept of the sums of money received and expended
      by the Company, and the matters in respect of which such receipt and expenditure
      take place, and of the property, assets, credits and liabilities of the Company
      and of all other matters required by the Law or necessary to give a true and
      fair view of the Company’s affairs and to explain its transactions.





146.   The
      accounting records shall be kept at the Office or, at such other place or places
      as the Board decides and shall always be open to inspection by the Directors.
      No
      Member (other than a Director) 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 or the Company in general meeting.





147.   Subject
      to Article 148 and only if required by the rules of the Designated Stock
      Exchange, a printed copy of the Directors’ report, accompanied by the balance
      sheet and profit and loss account, including every document required by law
      to
      be annexed thereto, made up to the end of the applicable financial year and
      containing a summary of the assets and liabilities of the Company under
      convenient heads and a statement of income and expenditure, together with a
      copy
      of the Auditors’ report, shall be sent to each person entitled thereto at least
      ten (10) days before the date of the general meeting and laid before the Company
      at the annual general meeting held in accordance with Article 56 provided that
      this Article shall not require a copy of those documents to be sent to any
      person whose address the Company is not aware or to more than one of the joint
      holders of any shares or debentures.




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[148.   Subject
      to due compliance with all applicable Statutes, rules and regulations,
      including, without limitation, the rules of the Designated Stock Exchange,
      and
      to obtaining all necessary consents, if any, required thereunder, the
      requirements of Article 146 shall be deemed satisfied in relation to any person
      by sending to the person in any manner not prohibited by the Statutes, a summary
      financial statement derived from the Company’s annual accounts and the
      directors’ report which shall be in the form and containing the information
      required by applicable laws and regulations, provided that any person who is
      otherwise entitled to the annual financial statements of the Company and the
      directors’ report thereon may, if he so requires by notice in writing served on
      the Company, demand that the Company sends to him, in addition to a summary
      financial statement, a complete printed copy of the Company’s annual financial
      statement and the directors’ report thereon.





149.   The
      requirement to send to a person referred to in Article 146 the documents
      referred to in that article or a summary financial report in accordance with
      Article 148 shall be deemed satisfied where, in accordance with all applicable
      Statutes, rules and regulations, including, without limitation, the rules of
      the
      Designated Stock Exchange, the Company publishes copies of the documents
      referred to in Article 146 and, if applicable, a summary financial report
      complying with Article 148, on the Company’s computer network or in any other
      permitted manner (including by sending any form of electronic communication),
      and that person has agreed or is deemed to have agreed to treat the publication
      or receipt of such documents in such manner as discharging the Company’s
      obligation to send to him a copy of such documents.





AUDIT





150.  Subject
      to applicable law and rules of the Designated Stock Exchange:





(1)  At
      the
      annual general meeting or at a subsequent extraordinary general meeting in
      each
      year, the Members shall appoint an auditor to audit the accounts of the Company
      and such auditor shall hold office until the Members appoint another auditor.
      Such auditor may be a Member but no Director or officer or employee of the
      Company shall, during his continuance in office, be eligible to act as an
      auditor of the Company.





(2)  A
      person,
      other than a retiring Auditor, shall not be capable of being appointed Auditor
      at an annual general meeting unless notice in writing of an intention to
      nominate that person to the office of Auditor has been given not less than
      fourteen (14) days before the annual general meeting and furthermore, the
      Company shall send a copy of any such notice to the retiring
      Auditor.





(3)  The
      Members may, at any general meeting convened and held in accordance with these
      Articles, by special resolution remove the Auditor at any time before the
      expiration of his term of office and shall by ordinary resolution at that
      meeting appoint another Auditor in his stead for the remainder of his
      term.




151.   Subject
      to the Law the accounts of the Company shall be audited at least once in every
      year.




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152.   The
      remuneration of the Auditor shall be fixed by the Company in general meeting
      or
      in such manner as the Members may determine.





153.   If
      the
      office of auditor becomes vacant by the resignation or death of the Auditor,
      or
      by his becoming incapable of acting by reason of illness or other disability
      at
      a time when his services are required, the Directors shall fill the vacancy
      and
      determine the remuneration of such Auditor.





154.   The
      Auditor shall at all reasonable times have access to all books kept by the
      Company and to all accounts and vouchers relating thereto; and he may call
      on
      the Directors or officers of the Company for any information in their possession
      relating to the books or affairs of the Company.





155.   The
      statement of income and expenditure and the balance sheet provided for by these
      Articles shall be examined by the Auditor and compared by him with the books,
      accounts and vouchers relating thereto; and he shall make a written report
      thereon stating whether such statement and balance sheet are drawn up so as
      to
      present fairly the financial position of the Company and the results of its
      operations for the period under review and, in case information shall have
      been
      called for from Directors or officers of the Company, whether the same has
      been
      furnished and has been satisfactory. The financial statements of the Company
      shall be audited by the Auditor in accordance with generally accepted auditing
      standards. The Auditor shall make a written report thereon in accordance with
      generally accepted auditing standards and the report of the Auditor shall be
      submitted to the Members in general meeting. The generally accepted auditing
      standards referred to herein may be those of a country or jurisdiction other
      than the Cayman Islands. If so, the financial statements and the report of
      the
      Auditor should disclose this act and name such country or
      jurisdiction.




NOTICES





156.   Any
      Notice or document, whether or not, to be given or issued under these Articles
      from the Company to a Member shall be in writing or by cable, telex or facsimile
      transmission message or other form of electronic transmission or communication
      and any such Notice and document may be served or delivered by the Company
      on or
      to any Member either personally or by sending it through the post in a prepaid
      envelope addressed to such Member at his registered address as appearing in
      the
      Register or at any other address supplied by him to the Company for the purpose
      or, as the case may be, by transmitting it to any such address or transmitting
      it to any telex or facsimile transmission number or electronic number or address
      or website supplied by him to the Company for the giving of Notice to him or
      which the person transmitting the notice reasonably and bona fide believes
      at
      the relevant time will result in the Notice being duly received by the Member
      or
      may also be served by advertisement in appropriate newspapers in accordance
      with
      the requirements of the Designated Stock Exchange or, to the extent permitted
      by
      the applicable laws, by placing it on the Company’s website and giving to the
      member a notice stating that the notice or other document is available there
      (a
“notice of availability”). The notice of availability may be given to the Member
      by any of the means set out above. In the case of joint holders of a share
      all
      notices shall be given to that one of the joint holders whose name stands first
      in the Register and notice so given shall be deemed a sufficient service on
      or
      delivery to all the joint holders.




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157.   Any
      Notice or other document:





(a)
            if
                served or delivered by post, shall where appropriate be sent by airmail
                and shall be deemed to have been served or delivered on the day following
                that on which the envelope containing the same, properly prepaid
                and
                addressed, is put into the post; in proving such service or delivery
                it
                shall be sufficient to prove that the envelope or wrapper containing
                the
                notice or document was properly addressed and put into the post and
                a
                certificate in writing signed by the Secretary or other officer of
                the
                Company or other person appointed by the Board that the envelope
                or
                wrapper containing the notice or other document was so addressed
                and put
                into the post shall be conclusive evidence
                thereof;





(b)
            if
                sent by electronic communication, shall be deemed to be given on
                the day
                on which it is transmitted from the server of the Company or its
                agent. A
                notice placed on the Company’s website is deemed given by the Company to a
                Member on the day following that on which a notice of availability
                is
                deemed served on the Member;





(c)
            if
                served or delivered in any other manner contemplated by these Articles,
                shall be deemed to have been served or delivered at the time of personal
                service or delivery or, as the case may be, at the time of the relevant
                despatch or transmission; and in proving such service or delivery
                a
                certificate in writing signed by the Secretary or other officer of
                the
                Company or other person appointed by the Board as to the act and
                time of
                such service, delivery, despatch or transmission shall be conclusive
                evidence thereof; and





(d)
            may
                be given to a Member either in the English language or the Chinese
                language, subject to due compliance with all applicable Statutes,
                rules
                and regulations.





158.  (1)  Any
      Notice or other document delivered or sent by post to or left at the registered
      address of any Member in pursuance of these Articles 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 his name
      shall, at the time of the service or delivery of the notice or document, have
      been removed from the Register as the holder of the share, and such 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.





(2)  A
      notice
      may be given by the Company to the person entitled to a share in consequence
      of
      the death, mental disorder or bankruptcy of a Member by sending it through
      the
      post in a prepaid letter, envelope or wrapper addressed to him by name, or
      by
      the title of representative of the deceased, or trustee of the bankrupt, or
      by
      any like description, at the address, if any, supplied for the purpose by the
      person claiming to be so entitled, or (until such an address has been so
      supplied) by giving the notice in any manner in which the same might have been
      given if the death, mental disorder or bankruptcy had not occurred.




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(3)  Any
      person who by operation of law, transfer or other means whatsoever shall become
      entitled to any share shall be bound by every notice in respect of such share
      which prior to his name and address being entered on the Register shall have
      been duly given to the person from whom he derives his title to such
      share.








SIGNATURES





159.   For
      the
      purposes of these Articles, a cable or telex or facsimile or electronic
      transmission message purporting to come from a holder of shares or, as the
      case
      may be, a Director, or, in the case of a corporation which is a holder of shares
      from a director or the secretary thereof or a duly appointed attorney or duly
      authorised representative thereof for it and on its behalf, shall in the absence
      of express evidence to the contrary available to the person relying thereon
      at
      the relevant time be deemed to be a document or instrument in writing signed
      by
      such holder or Director in the terms in which it is received.





WINDING
      UP





160. (1)  The
      Board
      shall have power in the name and on behalf of the Company to present a petition
      to the court for the Company to be wound up.





(2)  A
      resolution that the Company be wound up by the court or be wound up voluntarily
      shall be a special resolution.





161.  (1)  Subject
      to any special rights, privileges or restrictions as to the distribution of
      available surplus assets on liquidation for the time being attached to any
      class
      or classes of shares (i) if the Company shall be wound up and the assets
      available for distribution amongst the Members of the Company shall be more
      than
      sufficient to repay the whole of the capital paid up at the commencement of
      the
      winding up, the excess shall be distributed pari passu amongst such members
      in
      proportion to the amount paid up on the shares held by them respectively and
      (ii) if the Company shall be wound up and the assets available for distribution
      amongst the Members as such shall be insufficient to repay the whole of the
      paid-up capital such assets shall be distributed so that, a nearly as may be,
      the losses shall be borne by the Members in proportion to the capital paid
      up,
      or which ought to have been paid up, at the commencement of the winding up
      on
      the shares held by them respectively.





(2)  If
      the
      Company shall be wound up (whether the liquidation is voluntary or by the court)
      the liquidator may, with the authority of a special resolution and any other
      sanction required by the Law, divide among the Members in specie or kind the
      whole or any part of the assets of the Company and whether or not the assets
      shall consist of properties of one kind or shall consist of properties to be
      divided as aforesaid of different kinds, and may for such purpose set such
      value
      as he deems fair upon any one or more class or classes of property 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 authority,
      vest
      any part of the assets in trustees upon such trusts for the benefit of the
      Members as the liquidator with the like authority shall think fit, and the
      liquidation of the Company may be closed and the Company dissolved, but so
      that
      no contributory shall be compelled to accept any shares or other property in
      respect of which there is a liability.




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(3)  In
      the
      event of winding-up of the Company in the People’s Republic of China, every
      Member of the Company who is not for the time being in the People’s Republic of
      China shall be bound, within 14 days after the passing of an effective
      resolution to wind up the Company voluntarily, or the making of an order for
      the
      winding-up of the Company, to serve notice in writing on the Company appointing
      some person resident in the People’s Republic of China and stating that person’s
      full name, address and occupation upon whom all summonses, notices, process,
      orders and judgements in relation to or under the winding-up of the Company
      may
      be served, and in default of such nomination the liquidator of the Company
      shall
      be at liberty on behalf of such Member to appoint some such person, and service
      upon any such appointee, whether appointed by the Member or the liquidator,
      shall be deemed to be good personal service on such Member for all purposes,
      and, where the liquidator makes any such appointment, he shall with all
      convenient speed give notice thereof to such Member by advertisement as he
      shall
      deem appropriate or by a registered letter sent through the post and addressed
      to such Member at his address as appearing in the register, and such notice
      shall be deemed to be service on the day following that on which the
      advertisement first appears or the letter is posted.





INDEMNITY





162.  (1)  The
      Directors, Secretary and other officers and every Auditor for the time being
      of
      the Company and the liquidator or trustees (if any) for the time being acting
      in
      relation to any of the affairs of the Company and everyone of them, and everyone
      of their heirs, executors and administrators, shall be indemnified and secured
      harmless out of the assets and profits of the Company from and against all
      actions, costs, charges, losses, damages and expenses which they or any of
      them,
      their or any of their heirs, executors or administrators, shall or may incur
      or
      sustain by or by reason of any act done, concurred in or omitted in or about
      the
      execution of their duty, or supposed duty, in their respective offices or
      trusts; and none of them shall be answerable for the acts, receipts, neglects
      or
      defaults of the other or others of them or for joining in any receipts for
      the
      sake of conformity, or for any bankers or other persons with whom any moneys
      or
      effects belonging to the Company shall or may be lodged or deposited for safe
      custody, or for insufficiency or deficiency of any security upon which any
      moneys of or belonging to the Company shall be placed out on or invested, or
      for
      any other loss, misfortune or damage which may happen in the execution of their
      respective offices or trusts, or in relation thereto; PROVIDED THAT this
      indemnity shall not extend to any matter in respect of any fraud or dishonesty
      which may attach to any of said persons.





(2)  Each
      Member agrees to waive any claim or right of action he might have, whether
      individually or by or in the right of the Company, against any Director on
      account of any action taken by such Director, or the failure of such Director
      to
      take any action in the performance of his duties with or for the Company;
      PROVIDED THAT such waiver shall not extend to any matter in respect of any
      fraud
      or dishonesty which may attach to such Director.




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AMENDMENT
      TO MEMORANDUM AND ARTICLES OF ASSOCIATION


AND
      NAME OF COMPANY





163.   No
      Article shall be rescinded, altered or amended and no new Article shall be
      made
      until the same has been approved by a special resolution of the Members. A
      special resolution shall be required to alter the provisions of the Memorandum
      of Association or to change the name of the Company.




INFORMATION





164.   No
      Member
      shall be entitled to require discovery 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 Directors it will be
      inexpedient in the interests of the members of the Company to communicate to
      the
      public.




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