Exhibit 1.1
 CONFORMED VERSION
 THE COMPANIES LAW (REVISED)
COMPANY LIMITED BY SHARES
 MEMORANDUM OF ASSOCIATION
 OF
 TRINA SOLAR LIMITED
  1.
    
    The name of the Company is Trina Solar Limited.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 2681GT, George Town, Grand
Cayman, British West Indies.3.
    
    Subject to the following provisions of this Memorandum, the objects for which the Company is
established are unrestricted and shall include, but without limitation:(a) to act and to perform all the functions of a holding company in all its branches and to
co-ordinate the policy and administration of any subsidiary company or companies wherever
incorporated or carrying on business or of any group of companies of which the Company or
any subsidiary company is a member or which are in any manner controlled directly or
indirectly by the Company;(b) to act as an investment company and for that purpose to acquire and hold upon any terms
and, either in the name of the Company or that of any nominee, shares, stock, debentures,
debenture stock, annuities, notes, mortgages, bonds, obligations and securities, foreign
exchange, foreign currency deposits and commodities, issued or guaranteed by any company
wherever incorporated or carrying on business, or by any government, sovereign, ruler,
commissioners, public body or authority, supreme, municipal, local or otherwise, by original
subscription, tender, purchase, exchange, underwriting, participation in syndicates or in
any other manner and whether or not fully paid up, and to make payments thereon as called up
or in advance of calls or otherwise and to subscribe for the same, whether conditionally or
absolutely, and to hold the same with a view to investment, but with the power to vary any
investments, and to exercise and enforce all rights and powers conferred by or incident to
the ownership thereof, and to invest and deal with the moneys of the Company not immediately
required upon such securities and in such manner as may be from time to time determined.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 (Revised).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.
    
    If the Company is exempted, it 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 share capital of the Company is US$730,000 divided into 73,000,000,000 shares of a
nominal or par value of US$0.00001 each, with power for the Company insofar as is permitted by
law to redeem or purchase any of its shares and to increase or reduce the said capital subject
to the provisions of the Companies Law (as revised from time to time) and the Articles of
Association and to issue any part of its capital, whether original, redeemed or increased with
or without any preference, priority or special privilege or subject to any postponement of
rights or to any conditions or restrictions and so that unless the conditions of issue shall
otherwise expressly declare every issue of shares whether stated to be preference or otherwise
shall be subject to the powers hereinbefore contained.
  -2-




---



##### 








---



##### 



INDEX
 SUBJECT
    
    Article No.Table A
    
    
    1Interpretation
    
    
    2Share Capital
    
    
    3Alteration Of Capital
    
    
    4-7Share Rights
    
    
    8-9Variation Of Rights
    
    
    10-11Shares
    
    
    12-15Share Certificates
    
    
    16-21Lien
    
    
    22-24Calls On Shares
    
    
    25-33Forfeiture Of Shares
    
    
    34-42Register Of Members
    
    
    43-44Record Dates
    
    
    45Transfer Of Shares
    
    
    46-51Transmission Of Shares
    
    
    52-54Untraceable Members
    
    
    55General Meetings
    
    
    56-58Notice Of General Meetings
    
    
    59-60Proceedings At General Meetings
    
    
    61-65Voting
    
    
    66-77Proxies
    
    
    78-83Corporations Acting By Representatives
    
    
    84No Action By Written Resolutions Of Members
    
    
    85Board Of Directors
    
    
    86Retirement of Directors
    
    
    87-88Disqualification Of Directors
    
    
    89Executive Directors
    
    
    90-91Directors Fees And Expenses
    
    
    92-95Directors Interests
    
    
    96-99General Powers Of The Directors
    
    
    101-105Borrowing Powers
    
    
    106-109Proceedings Of The Directors
    
    
    110-119Audit Committee
    
    
    120-122Officers
    
    
    123-126Register of Directors and Officers
    
    
    127Minutes
    
    
    128Seal
    
    
    129Authentication Of Documents
    
    
    130Destruction Of Documents
    
    
    131Dividends And Other Payments
    
    
    132-141Reserves
    
    
    142Capitalisation
    
    
    143-144Subscription Rights Reserve
    
    
    145Accounting Records
    
    
    146-150Audit
    
    
    151-156




---



##### 



SUBJECT
    
    Article No.Notices
    
    
    157-159Signatures
    
    
    160Winding Up
    
    
    161-162Indemnity
    
    
    163Amendment To Memorandum and Articles of Association
And Name of Company
    
    
    164Information
    
    
    165




---



##### 



INTERPRETATION
   INTERPRETATION
  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
    
    Trina Solar Limited.competent regulatory
    
    a competent regulatory authority in the territory where
  -1-




---



##### 



WORD
    
    MEANINGauthority
    
    the shares of the Company (or depositary receipts therefor) are listed or quoted
on a stock exchange or interdealer quotation system in such territory.debenture and
debenture holder
    
    include debenture stock and debenture stockholder
respectively.Designated Stock
    
    the Global Market of The Nasdaq Stock Market, Inc. or The New York
Stock ExchangeExchange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, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the
Cayman Islands.Member
    
    a duly registered holder from time to time of the shares in the capital of the
Company.month
    
    a calendar month.NASD
    
    National Association of Securities Dealers.NASD Rules
    
    the rules set forth in the NASD Manual.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;paid up
    
    paid up or credited as paid up.
  -2-




---



##### 



WORD
    
    MEANING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;
  -3-




---



##### 



WORD
    
    MEANINGa 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 these Articles.year
    
    a calendar year.
  (a)
    
    words importing the singular include the plural and vice versa;(b)
    
    words importing a gender include both gender 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
    ALTERATION OF CAPITAL
  (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;(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;
  -5-




---



##### 



(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.
    SHARE RIGHTS
    -6-




---



##### 



VARIATION OF RIGHTS
  (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.
  SHARES
   -7-




---



##### 



-8-




---



##### 



SHARE CERTIFICATES
          -9-




---



##### 



LIEN
    CALLS ON SHARES
   -10-




---



##### 



-11-




---



##### 



FORFEITURE OF SHARES
  (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.
       -12-




---



##### 



REGISTER OF MEMBERS
  (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.
   -13-




---



##### 



RECORD DATES
    TRANSFER OF SHARES
   -14-




---



##### 



(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;
  -15-




---



##### 



(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.
   TRANSMISSION OF SHARES
     -16-




---



##### 



UNTRACEABLE MEMBERS
   (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.
    -17-




---



##### 



GENERAL MEETINGS
    NOTICE OF GENERAL MEETINGS
  (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.
   PROCEEDINGS AT GENERAL MEETINGS
  (a)
    
    the declaration and sanctioning of dividends;
  -18-




---



##### 



(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.
     -19-




---



##### 



VOTING
  (a)
    
    by the chairman of such meeting; or(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.
  -20-




---



##### 



-21-




---



##### 



(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;
  PROXIES
   -22-




---



##### 



-23-




---



##### 



CORPORATIONS ACTING BY REPRESENTATIVES
    NO ACTION BY WRITTEN RESOLUTIONS OF MEMBERS
  BOARD OF DIRECTORS
   -24-




---



##### 



RETIREMENT OF DIRECTORS
    -25-




---



##### 



DISQUALIFICATION OF DIRECTORS
        EXECUTIVE DIRECTORS
   -26-




---



##### 



DIRECTORS FEES AND EXPENSES
     DIRECTORS INTERESTS
  (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;
  -27-




---



##### 



(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.
     -28-




---



##### 



(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;
    GENERAL POWERS OF THE DIRECTORS
   -29-




---



##### 



(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.
    -30-




---



##### 



BORROWING POWERS
   -31-




---



##### 



PROCEEDINGS OF THE DIRECTORS
       -32-




---



##### 



-33-




---



##### 



AUDIT COMMITTEE
     OFFICERS
    -34-




---



##### 



REGISTER OF DIRECTORS AND OFFICERS
  MINUTES
  (a)
    
    of all elections and appointments of officers;(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.
  -35-




---



##### 



SEAL
   AUTHENTICATION OF DOCUMENTS
  DESTRUCTION OF DOCUMENTS
   -36-




---



##### 



(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;
   DIVIDENDS AND OTHER PAYMENTS
   -37-




---



##### 



(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.
      -38-




---



##### 



(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:
 (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;
  -39-




---



##### 



(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;(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
  -40-




---



##### 



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.
    -41-




---



##### 



RESERVES
   CAPITALISATION
   -42-




---



##### 



SUBSCRIPTION RIGHTS RESERVE
  (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;(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
  -43-




---



##### 



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.
    -44-




---



##### 



ACCOUNTING RECORDS
      -45-




---



##### 



AUDIT
         -46-




---



##### 



NOTICES
   (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;
  -47-




---



##### 



(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.
     -48-




---



##### 



SIGNATURES
  WINDING UP
       -49-




---



##### 



INDEMNITY
   AMENDMENT TO MEMORANDUM AND ARTICLES OF ASSOCIATION  AND NAME OF COMPANY
   -50-




---



##### 



INFORMATION
   -51-