EXHIBIT 1.1
 THE COMPANIES LAW (AS AMENDED)
 COMPANY LIMITED BY SHARES
 AMENDED AND RESTATED
 MEMORANDUM AND ARTICLES OF ASSOCIATION
 OF
 MELCO CROWN ENTERTAINMENT LIMITED
 (Amended and Restated by Special Resolution on 19 May 2009)




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TABLE OF CONTENTS
 AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION
 The Name of the Company
    
    
    1The Registered Office of the Company
    
    
    1The Objects for which the Company is established
    
    
    1The Liability of Each Member
    
    
    1The Authorized Share Capital of the Company
    
    
    1
 AMENDED AND RESTATED ARTICLES OF ASSOCIATION
 Table A
    
    
    1Interpretation
    
    
    1Preliminary
    
    
    6Share capital
    
    
    6Issue of Shares
    
    
    6Register Of Members And Share Certificates
    
    
    6Transfer Of Shares
    
    
    7Redemption And Purchase Of Own Shares
    
    
    8Compulsory Redemption
    
    
    8Variations Of Rights Attaching To Shares
    
    
    9Commission On Sale Of Shares
    
    
    9Non-Recognition Of Trusts
    
    
    9Fractional Shares
    
    
    9Lien On Shares
    
    
    9Calls On Shares
    
    
    10Forfeiture Of Shares
    
    
    10Registration Of Empowering Instruments
    
    
    11Transmission Of Shares
    
    
    11Alteration Of Capital
    
    
    11Closing Register Of Members Or Fixing Record Date
    
    
    12General Meetings
    
    
    12Notice Of General Meetings
    
    
    13Proceedings At General Meetings
    
    
    13Votes Of Members
    
    
    14Corporations Acting By Representatives At Meetings
    
    
    15Clearing Houses
    
    
    15Directors
    
    
    15




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Directors Fees And Expenses
    
    
    16Alternate Director
    
    
    16Powers And Duties Of Directors
    
    
    16Borrowing Powers Of Directors
    
    
    17Disqualification Of Directors
    
    
    17Proceedings Of Directors
    
    
    18Presumption Of Assent
    
    
    19Dividends, Distributions And Reserve
    
    
    19Book Of Accounts
    
    
    20Annual returns and filings
    
    
    20Audit
    
    
    20The Seal
    
    
    21Officers
    
    
    21Capitalisation Of Profits
    
    
    21Share Premium Account
    
    
    22Notices
    
    
    22Information
    
    
    23Indemnity
    
    
    23Financial Year
    
    
    23Winding Up
    
    
    23Amendment Of Memorandum And Articles Of Association And Name Of Company
    
    
    24Registration By Way Of Continuation
    
    
    24




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THE COMPANIES LAW (AS AMENDED)
OF THE CAYMAN ISLANDS
COMPANY LIMITED BY SHARES
 AMENDED AND RESTATED
 MEMORANDUM OF ASSOCIATION
 OF
 MELCO CROWN ENTERTAINMENT LIMITED
 (Amended and Restated by Special Resolution on 19 May 2009)
 1.
    
    The name of the Company is MELCO CROWN ENTERTAINMENT LIMITED.2.
    
    The Registered Office of the Company shall be at the offices of Walkers Corporate Services
Limited, Walker House, 87 Mary Street, George Town, Grand Cayman KY1-9002, Cayman Islands,
Grand Cayman, Cayman Islands, or at such other place as the Directors may from time to time
decide.3.
    
    The objects for which the Company is established are unrestricted and the Company shall have
full power and authority to carry out any object not prohibited by any law as provided by
Section 7(4) of the Companies Law (as amended).4.
    
    The liability of each Member is limited to the amount, if any, unpaid on such Members
 shares.5.
    
    The authorized share capital of the Company is US$25,000,000 divided into 2,500,000,000
ordinary shares of a nominal or par value of US$0.01 each. The Company has the power to
redeem or purchase any of its shares and to sub-divide or consolidate the said shares or any
of them subject to the provisions of the Companies Law (as amended) and the Articles of
Association and to issue all or any part of its capital, whether original, redeemed, increased
or reduced 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 declared to be
preference or otherwise shall be subject to the powers hereinbefore contained.6.
    
    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 (as amended).7.
    
    The Company may exercise the power contained in Section 226 of the Companies Law (as amended)
to deregister in the Cayman Islands and be registered by way of continuation in some other
jurisdiction.
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8.
    
    Nothing in the preceding sections shall be deemed to permit the Company to carry on the
business of a Bank or Trust Company without being licensed in that behalf under the provisions
of the Banks and Trust Companies Law (as amended), or to carry on Insurance Business from
within the Cayman Islands or the business of an Insurance Manager, Agent, Sub-agent or Broker
without being licensed in that behalf under the provisions of the Insurance Law (as amended),
or to carry on the business of Company Management without being licensed in that behalf under
the provisions of the Companies Management Law (as amended).9.
    
    The Company will 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 section 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.10.
    
    Capitalised terms that are not defined in this Amended and Restated Memorandum of Association
bear the same meaning as those given in the Articles of Association of the Company, as amended
from time to time.
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THE COMPANIES LAW (AS AMENDED)
OF THE CAYMAN ISLANDS
COMPANY LIMITED BY SHARES
 AMENDED AND RESTATED
ARTICLES OF ASSOCIATION
 OF
 MELCO CROWN ENTERTAINMENT LIMITED
 (Amended and Restated by Special Resolution on 19 May 2009)
 TABLE A
  INTERPRETATION
 1.
    
    In these Articles, unless otherwise defined, the defined terms shall have the meanings
assigned to them as follows:
 ADS
  Affiliate
 control controlled by under common control with
 Affiliated Companies
  Articles
  Board
  Commission
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Companies Law
  Company
  Companys Website
  Directors Board of Directors Board
  electronic
  electronic communication
  Gaming or Gaming Activities
  Gaming Authority or Gaming Activities
  Gaming Jurisdiction
  Gaming Laws
  Gaming Licenses
   2




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Independent Director
  in writing
  Member
  Memorandum of Association
  month
  Nasdaq
  Nasdaq Rules
  Ordinary Resolution
  (a)
    
    passed by a simple majority of such Members as, being entitled
to do so, vote in person or, where proxies are allowed, by proxy at a general
meeting of the Company and where a poll is taken regard shall be had in
computing a majority to the number of votes to which each Member is entitled;
or(b)
    
    approved in writing by all of the Members entitled to vote at
a general meeting of the Company in one or more instruments each signed by one
or more of the Members and the effective date of the resolution so adopted
shall be the date on which the instrument, or the last of such instruments if
more than one, is executed;
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Own, Ownership, or Control, (and derivatives thereof)
  paid up
  Person
  Redemption Date
  Redemption Notice
  Redemption Price
 provided, however
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Register of Members
  Seal
  Securities Act
  share
  signed
  Special Resolution
  (a)
    
    passed by a majority of not less than two-thirds of such
Members as, being entitled to do so, vote in person or, where proxies are
allowed, by proxy at a general meeting of the Company of which notice
specifying the intention to propose the resolution as a Special Resolution has
been duly given and where a poll is taken regard shall be had in computing a
majority to the number of votes to which each Member is entitled, or(b)
    
    approved in writing by all of the Members entitled to vote at a
general meeting of the Company in one or more instruments each signed by one or
more of the Members and the effective date of the Special Resolution so adopted
shall be the date on which the instrument or the last of such instruments if
more than one, is executed.
 Statutes
  Unsuitable Person
  year
  2.
    
    In these Articles, save where the context requires otherwise:
 (a)
    
    words importing the singular number shall include the plural number and vice
versa;
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(b)
    
    words importing the masculine gender only shall include the feminine gender;(c)
    
    words importing persons only shall include companies or associations or bodies
of persons, whether corporate or not;(d)
    
    mayshall be construed as permissive and shallshall be construed as
imperative;(e)
    
    a reference to a dollar or dollars (or US$) is a reference to dollars of the
United States;(f)
    
    references to a statutory enactment shall include reference to any amendment or
re-enactment thereof for the time being in force; and(g)
    
    any phrase introduced by the terms including, include, in particular or
any similar expression shall be construed as illustrative and shall not limit the sense
of the words preceding those terms.
 3.
    
    Subject to the last two preceding Articles, any words defined in the Companies Law shall, if
not inconsistent with the subject or context, bear the same meaning in these Articles.
 PRELIMINARY
 4.
    
    The business of the Company may be commenced as soon after incorporation as the Directors see
fit.
 5.
    
    The registered office of the Company shall be at such address in the Cayman Islands as the
Directors shall from time to time determine. The Company may in addition establish and
maintain such other offices and places of business and agencies in such places as the
Directors may from time to time determine.
 SHARE CAPITAL
 6.
    
    The authorized share capital of the Company at the date of adoption of these Articles is
US$25,000,000 divided into 2,500,000,000 ordinary shares of a nominal or par value of US$0.01
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 Statute
and these Articles 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 declared to be
preference or otherwise shall be subject to the powers hereinbefore contained.
 ISSUE OF SHARES
 7.
    
    Subject to the provisions, if any, in that behalf in the Memorandum of Association, the
Directors may re-designate allot, issue, grant options over or otherwise dispose of shares of
the Company (including fractions of a share) with or without preferred, deferred or other
special rights or restrictions, whether in regard to dividend, voting, return of capital or
otherwise in such classes or series and to such persons, at such times and on such other terms
as they think proper. The Company shall not issue shares in bearer form.
 REGISTER OF MEMBERS AND SHARE CERTIFICATES
 8.
    
    The Company shall maintain a Register of its Members and every person whose name is entered
as a member in the Register of Members shall, without payment, be entitled to a certificate
within two months after allotment or lodgement of transfer (or within such other period as the
conditions of issue shall provide) in the form determined by the Directors. All certificates
shall specify the share or shares held by that person and the amount paid up thereon, provided
that in respect of a share or shares held jointly by several persons the Company shall not be
bound to issue more than one certificate, and delivery of a certificate for a share to one of
several joint holders shall be sufficient delivery to all. All certificates for shares shall
be delivered personally or sent through the post addressed to the member entitled thereto at
the Members registered address as appearing in the register.
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9.
    
    Every share certificate of the Company shall bear legends required under the applicable laws,
including the Securities Act.
 10.
    
    Any two or more certificates representing shares of any one class held by any Member may at
the Members request be cancelled and a single new certificate for such shares issued in lieu
on payment (if the Directors shall so require) of US$1.00 or such smaller sum as the Directors
shall determine.
 11.
    
    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 subject to delivery up of the old certificate or (if alleged to have been lost,
stolen or destroyed) compliance with such conditions as to evidence and indemnity and the
payment of out-of-pocket expenses of the Company in connection with the request as the
Directors may think fit.
 12.
    
    In the event that shares are held jointly by several persons, any request may be made by any
one of the joint holders and if so made shall be binding on all of the joint holders.
 TRANSFER OF SHARES
 13.
    
    The instrument of transfer of any share shall be in writing and in such usual or common form
or such other form as the Directors may in their discretion approve and be executed by or on
behalf of the transferor and shall be accompanied by the certificate of the shares to which it
relates and such other evidence as the Directors may reasonably require to show the right of
the transferor to make the transfer. The transferor shall be deemed to remain a holder of the
share until the name of the transferee is entered in the Register of Members in respect
thereof.
 14.
    
    All instruments of transfer which are registered shall be retained by the Company, but any
instrument of transfer which the Directors decline to register shall (except in any case of
fraud) be returned to the person depositing the same.
 15.
    (a)
    
    The Board may, in its absolute discretion, and without assigning any reason, refuse to
register a transfer of any share which is not fully paid up or upon which the Company has a
lien.
 (b)
    
    The Board may also decline to register any transfer of any share unless:
    
    the instrument of transfer is lodged with the Company, accompanied by the
certificate for the shares to which it relates and such other evidence as the Board may
reasonably require to show the right of the transferor to make the transfer;
    
    the instrument of transfer is in respect of only one class of shares;
    
    the instrument of transfer is properly stamped, if required;
    
    in the case of a transfer to joint holders, the number of joint holders to whom the
share is to be transferred does not exceed four; or
    
    the shares transferred are free of any lien in favour of the Company.
 16.
    
    If the Directors refuse to register a transfer of any shares, they shall within two months
after the date on which the transfer was lodged with the Company send to each of the
transferor and the transferee notice of the refusal.
 17.
    
    The registration of transfers may, on 14 days notice being given by advertisement in such
one or more newspapers or by electronic means, be suspended and the Register of Members closed
at such times and for such periods as the Directors may, in their absolute discretion, from
time to time determine, provided always that such registration shall not be suspended nor the
Register of Members closed for more than 30 days in any year.
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REDEMPTION AND PURCHASE OF OWN SHARES
 18.
    
    Subject to the provisions of the Statutes and these Articles, the Company may:
 (a)
    
    issue shares on terms that they are to be redeemed or are liable to be redeemed
at the option of the Company or the Member on such terms and in such manner as the
Directors may, before the issue of such shares, determine;(b)
    
    purchase its own shares (including any redeemable shares) on such terms and in
such manner as the Directors may determine; and(c)
    
    make a payment in respect of the redemption or purchase of its own shares
otherwise than out of profits or the proceeds of a fresh issue of shares.
 19.
    
    Any share in respect of which notice of redemption has been given shall not be entitled to
participate in the profits of the Company in respect of the period after the date specified as
the date of redemption in the notice of redemption.
 20.
    
    The redemption or purchase of any share shall not be deemed to give rise to the redemption or
purchase of any other share.
 21.
    
    The Directors may when making payments in respect of redemption or purchase of shares, if
authorized by the terms of issue of the shares being redeemed or purchased or with the
agreement of the holder of such shares, make such payment in any form of consideration.
 COMPULSORY REDEMPTION
 22.
    
    (a) The shares Owned or Controlled by an Unsuitable Person or an Affiliate of an Unsuitable
Person shall be subject to redemption by the Company, out of funds legally available therefor,
by action of the Board of Directors, to the extent required by the Gaming Authority making the
determination of unsuitability or to the extent deemed necessary or advisable by the Board of
Directors. If a Gaming Authority requires the Company of an Affiliate of the Company, or the
Board of Directors deems it necessary or advisable, to redeem the shares, the Company shall
give a Redemption Notice to the Unsuitable Person or its Affiliate and shall purchase on the
Redemption Date the number of shares specified in the Redemption Notice for the Redemption
Price set forth in the Redemption Notice. From and after the Redemption Date, such shares
shall no longer be deemed to be outstanding and such Unsuitable Person or any Affiliate of
such Unsuitable Person shall cease to be a Member with respect to such shares and all rights
of such Unsuitable Person or any Affiliate of such Unsuitable Person therein, other than the
right to receive the Redemption Price, shall cease. Such Unsuitable Person or its Affiliate
shall surrender the certificates representing any shares to be redeemed in accordance with the
requirements of the Redemption Notice.
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VARIATIONS OF RIGHTS ATTACHING TO SHARES
 23.
    
    If at any time the share capital is divided into different classes of shares, the rights
attaching to any class (unless otherwise provided by the terms of issue of the shares of that
class) may, subject to these Articles, be varied or abrogated with the unanimous written
consent of the holders of the issued shares of that class, or with the sanction of a
resolution passed by at least two-thirds of the holders of shares of the class present in
person or by proxy at a separate general meeting of the holders of the shares of the class.
 24.
    
    The provisions of these Articles relating to general meetings shall apply to every such
general meeting of the holders of one class of shares except that the necessary quorum shall
be one person holding or representing by proxy at least one-third of the issued shares of the
class and that any holder of shares of the class present in person or by proxy may demand a
poll.
 25.
    
    The rights conferred upon the holders of the shares of any class issued with preferred or
other rights shall not, unless otherwise expressly provided by the terms of issue of the
 shares of that class, be deemed to be varied or abrogated by the creation or issue of further
 shares ranking pari passutherewith or the redemption or purchase of shares of any class by
the Company.
 COMMISSION ON SALE OF SHARES
 26.
    
    The Company may in so far as may be permitted by law, pay a commission to any person in
consideration of his subscribing or agreeing to subscribe whether absolutely or conditionally
for any shares of the Company. Such commissions may be satisfied by the payment of cash or the
lodgement of fully or partly paid-up shares or partly in one way and partly in the other. The
Company may also on any issue of shares pay such brokerage as may be lawful.
 NON-RECOGNITION OF TRUSTS
 27.
    
    No person shall be recognised by the Company as holding any share upon any trust and the
Company shall not be bound by or be compelled in any way to recognise (even when having notice
thereof) any equitable, contingent, future, or partial interest in any share, or any interest
in any fractional part of a share, except an absolute right to the entirety thereof in the
registered holder.
 FRACTIONAL SHARES
 28.
    
    The Directors may issue fractions of a share of any class of shares, and, if so issued, a
fraction of a share (calculated to three decimal points) shall be subject to and carry the
corresponding fraction of liabilities (whether with respect to any unpaid amount thereon,
contribution, calls or otherwise), limitations, preferences, privileges, qualifications,
restrictions, rights (including, without limitation, voting and participation rights) and
other attributes of a whole share of the same class of shares.
 LIEN ON SHARES
 29.
    
    The Company shall have a first and paramount lien and charge on all shares that are not fully
paid-up registered in the name of a Member (whether solely or jointly with others) for all
debts, liabilities or engagements to or with the Company (whether presently payable or not) by
such Member or his estate, either alone or jointly with any other person, whether a Member or
not, but the Directors may at any time declare any share to be wholly or in part exempt from
the provisions of this Article. The registration of a transfer of any such share shall operate
as a waiver of the Companys lien (if any) thereon. The Companys lien (if any) on such share
shall extend to all dividends or other monies payable in respect thereof.
 30.
    
    The Company may sell, in such manner as the Directors think fit, any shares on which the
Company has a lien, but no sale shall be made unless an amount in respect of which the lien
exists is presently payable nor until the expiration of 14 days after a notice in writing,
stating and demanding payment of such part of the amount in respect of which the lien exists
as is presently payable, has been given to the registered holder for the time being of the
share, or the persons entitled thereto by reason of his death or bankruptcy.
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31.
    
    For giving effect to any such sale the Directors may authorise such persons to transfer the
 shares sold to the purchaser thereof. The purchaser shall be registered as the holder of the
 shares comprised in any such transfer 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 in reference to the sale.
 32.
    
    The proceeds of the sale after deduction of expenses, fees and commissions incurred by the
Company shall be received by the Company and applied in payment of such part of the amount in
respect of which the lien exists as is presently payable, and the residue shall (subject to a
like lien for sums not presently payable as existed upon the shares prior to the sale) be paid
to the person entitled to the shares at the date of the sale.
 CALLS ON SHARES
 33.
    
    The Directors may from time to time make calls upon the Members in respect of any moneys
unpaid on their shares, and each Member shall (subject to receiving at least 14 days notice
specifying the time or times of payment) pay to the Company at the time or times so specified
the amount called on his shares.
 34.
    
    The joint holders of a share shall be jointly and severally liable to pay calls in respect
thereof.
 35.
    
    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 upon the sum at the rate of
eight percent per annum from the day appointed for the payment thereof to the time of the
actual payment, but the Directors shall be at liberty to waive payment of that interest wholly
or in part.
 36.
    
    The provisions of these Articles as to the liability of joint holders and as to payment of
interest 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 amount of the share, or by
way of premium, as if the same had become payable by virtue of a call duly made and notified.
 37.
    
    The Directors may make arrangements on the issue of partly paid shares for a difference
between the Members, or the particular shares, in the amount of calls to be paid and in the
times of payment.
 38.
    
    The Directors may, if they think fit, receive from any Member willing to advance the same all
or any part of the moneys uncalled and unpaid upon any shares held by him, and upon all or any
of the moneys so advanced may (until the same would, but for such advance, become presently
payable) pay interest at such rate (not exceeding without the sanction of an Ordinary
Resolution, eight percent per annum) as may be agreed upon between the Member paying the sum
in advance and the Directors. No such sum paid in advance of calls shall entitle the member
paying such sum to any portion of a dividend declared in respect of any period prior to the
date upon which such sum would, but for such payment, become presently payable.
 FORFEITURE OF SHARES
 39.
    
    If a Member fails to pay any call or instalment of a call in respect of partly paid shares on
the day appointed for payment thereof, the Directors may, at any time thereafter during such
time as any part of such call or instalment remains unpaid, serve a notice on him requiring
payment of so much of the call or instalment as is unpaid, together with any interest which
may have accrued.
 40.
    
    The notice shall name a further day (not earlier than the expiration of 14 days from the date
of the notice) on or before which the payment required by the notice is to be made, and shall
state that in the event of non-payment at or before the time appointed the shares in respect
of which the call was made will be liable to be forfeited.
 41.
    
    If the requirements of any such notice as aforesaid are not complied with, any share in
respect of which the notice has been given may at any time thereafter, before the payment
required by notice has been made, be forfeited by a resolution of the Directors to that
effect.
 42.
    
    A forfeited share may be sold or otherwise disposed of on such terms and in such manner as
the Directors think fit, and at any time before a sale or disposition the forfeiture may be
cancelled on such terms as the Directors think fit.
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43.
    
    A person whose shares have been forfeited shall cease to be a Member in respect of the
forfeited shares, but shall, notwithstanding, remain liable to pay to the Company all moneys
which at the date of forfeiture were payable by him to the Company in respect of the shares,
but his liability shall cease if and when the Company receives payment in full of the amount
unpaid on the shares.
 44.
    
    A statutory declaration in writing that the declarant is a Director of the Company, and that
a share in the Company has been duly forfeited on a date stated in the declaration, shall be
conclusive evidence of the facts therein stated as against all persons claiming to be entitled
to the share. The Company may receive the consideration, if any, given for the share on any
sale or disposition thereof and may execute a transfer of the share in favour of the person to
whom the share is sold or disposed of and he shall thereupon be registered as the holder of
the share, and shall not be bound to see to the application of the purchase money, if any, nor
shall his title to the share be affected by any irregularity or invalidity in the proceedings
in reference to the forfeiture, sale or disposal of the share.
 45.
    
    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 due and payable, whether on account of
the amount of the share, or by way of premium, as if the same had been payable by virtue of a
call duly made and notified.
 REGISTRATION OF EMPOWERING INSTRUMENTS
 46.
    
    The Company shall be entitled to charge a fee not exceeding one dollar (US$1.00) on the
registration of every probate, letters of administration, certificate of death or marriage,
power of attorney, notice in lieu of distringas, or other instrument.
 TRANSMISSION OF SHARES
 47.
    
    The legal personal representative of a deceased sole holder of a share shall be the only
person recognised by the Company as having any title to the share. In the case of a share
registered in the name of two or more holders, the survivors or survivor, or the legal
personal representatives of the deceased survivor, shall be the only person recognised by the
Company as having any title to the share.
 48.
    
    Any person becoming entitled to a share in consequence of the death or bankruptcy of a Member
shall upon such evidence being produced as may from time to time be required by the Directors,
have the right either to be registered as a Member in respect of the share or, instead of
being registered himself, to make such transfer of the share as the deceased or bankrupt
person could have made. If the person so becoming entitled shall elect to be registered
himself as holder he shall deliver or send to the Company a notice in writing signed by him
stating that he so elects, but the Directors shall, in either case, have the same right to
decline or suspend registration as they would have had in the case of a transfer of the share
by the deceased or bankrupt person before the death or bankruptcy.
 49.
    
    A person becoming entitled to a share by reason of the death or bankruptcy of the holder
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, except that he shall not, before being registered
as a Member in respect of the share, be entitled in respect of it to exercise any right
conferred by membership in relation to meetings of the Company, provided however, that the
Directors may at any time give notice requiring any such person to elect either to be
registered himself or to transfer the share, and if the notice is not complied with within
ninety days, the Directors may thereafter withhold payment of all dividends, bonuses or other
monies payable in respect of the Share until the requirements of the notice have been complied
with.
 ALTERATION OF CAPITAL
 50.
    
    The Company may from time to time by Ordinary Resolution:
 (a)
    
    increase the share capital by such sum, to be divided into shares of such
classes and amount, as the resolution shall prescribe;(b)
    
    consolidate and divide all or any of its share capital into shares of a larger
amount than its existing shares;
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(c)
    
    convert all or any of its paid up shares into stock and reconvert that stock
into paid up shares of any denomination;
 (d)
    
    sub-divide its existing shares, or any of them into shares of a smaller amount
provided that in the subdivision the proportion between the amount paid and the amount,
if any unpaid on each reduced share shall be the same as it was in case of the share
from which the reduced share is derived;
 (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 share
capital by the amount of the shares so cancelled.
 51.
    
    The Company may by Special Resolution reduce its share capital and any capital redemption
reserve in any manner authorized by law.
 52.
    
    All new shares created hereunder shall be subject to the same provisions with reference to
the payment of calls, liens, transfer, transmission, forfeiture and otherwise.
 CLOSING REGISTER OF MEMBERS OR FIXING RECORD DATE
 53.
    
    For the purpose of determining those Members that are entitled to receive notice of, attend
or vote at any meeting of Members or any adjournment thereof, or those Members that are
entitled to receive payment of any dividend, or in order to make a determination as to who is
a Member for any other purpose, the Directors may provide that the Register of Members shall
be closed for transfers for a stated period but not to exceed in any case 40 days. If the
Register of Members shall be so closed for the purpose of determining those Members that are
entitled to receive notice of, attend or vote at a meeting of Members such register shall be
so closed for at least 10 days immediately preceding such meeting and the record date for such
determination shall be the date of the closure of the Register of Members.
 54.
    
    In lieu of or apart from closing the Register of Members, the Directors may fix in advance a
date as the record date for any such determination of those Members that are entitled to
receive notice of, attend or vote at a meeting of the Members and for the purpose of
determining those Members that are entitled to receive payment of any dividend the Directors
may, at or within 90 days prior to the date of declaration of such dividend fix a subsequent
date as the record date of such determination.
 55.
    
    If the Register of Members is not so closed and no record date is fixed for the determination
of those Members entitled to receive notice of, attend or vote at a meeting of Members or
those Members that are entitled to receive payment of a dividend, the date on which notice of
the meeting is posted or the date on which the resolution of the Directors declaring such
dividend is adopted, as the case may be, shall be the record date for such determination of
Members. When a determination of those Members that are entitled to receive notice of, attend
or vote at a meeting of Members has been made as provided in this Article, such determination
shall apply to any adjournment thereof.
 GENERAL MEETINGS
 56.
    
    All general meetings other than annual general meetings shall be called extraordinary general
meetings.
 57.
    (a)
    
    The Company shall in each year hold a general meeting as its annual general meeting and
shall specify the meeting as such in the notices calling it. The annual general meeting shall
be held at such time and place as may be determined by the Directors.
 (b)
    
    At these meetings the report of the Directors (if any) shall be presented.
 58.
    (a)
    
    The Directors may call general meetings, and they shall on a Members requisition
forthwith proceed to convene an extraordinary general meeting of the Company.
 (b)
    
    A Members requisition is a requisition of Members of the Company holding at the
date of deposit of the requisition not less than 10% of such of the paid-up capital of
the Company as at that date of the deposit carries the right of voting at general
meetings of the Company.
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(c)
    
    The requisition must state the objects of the meeting and must be signed by the
requisitionists and deposited at the registered office of the Company, and may consist
of several documents in like form each signed by one or more requisitionists.
 (d)
    
    If the Directors do not within twenty one (21) days from the date of the
deposit of the requisition duly proceed to convene a general meeting to be held within
a further twenty one (21) days, the requisitionists, or any of them representing more
than one half of the total voting rights of all of them, may themselves convene a
general meeting, but any meeting so convened shall not be held after the expiration of
three months after the expiration of the second said twenty one days.
 (e)
    
    A general meeting convened as aforesaid by requisitionists shall be convened in
the same manner as nearly as possible as that in which general meetings are to be
convened by Directors.
 NOTICE OF GENERAL MEETINGS
 59.
    
    At least seven days notice shall be given for any general meeting. Every notice shall be
exclusive of the day on which it is given or deemed to be given and of the day for which it is
given and shall specify the place, the day and the hour of the meeting and the general nature
of the business and shall be given in the manner hereinafter mentioned or in such other manner
if any as may be prescribed by the Company, provided that a general meeting of the Company
shall, whether or not the notice specified in this Article has been given and whether or not
the provisions of these Articles regarding general meetings have been complied with, be deemed
to have been duly convened if it is so agreed:
 (a)
    
    in the case of an annual general meeting by all the Members (or their proxies)
entitled to attend and vote thereat; and
 (b)
    
    in the case of an extraordinary general meeting by a majority in number of the
Members (or their proxies) having a right to attend and vote at the meeting, being a
majority together holding not less than ninety five per cent in par value of the shares
giving that right.
 60.
    
    The accidental omission to give notice of a meeting to or the non-receipt of a notice of a
meeting by any Member shall not invalidate the proceedings at any meeting.
 PROCEEDINGS AT GENERAL MEETINGS
 61.
    
    No business shall be transacted at any general meeting unless a quorum of Members is present
at the time when the meeting proceeds to business. The holders of shares being not less than
an aggregate of one-third of all shares in issue present in person or by proxy and entitled to
vote shall be a quorum for all purposes. A person may participate at a general meeting by
conference telephone or other communications equipment by means of which all the persons
participating in the meeting can communicate with each other. Participation by a person in a
general meeting in this manner is treated as presence in person at that meeting.
 62.
    
    If within half an hour from the time appointed for the meeting a quorum is not present, the
meeting, if convened upon the requisition of Members, shall be dissolved. In any other case
it shall stand adjourned to the same day in the next week, at the same time and place, and if
at the adjourned meeting a quorum is not present within half an hour from the time appointed
for the meeting the Member or Members present and entitled to vote shall be a quorum.
 63.
    
    Either of the Co-Chairmen (as defined in Article 81) of the Board of Directors shall preside
as chairman at every general meeting of the Company.
 64.
    
    If at any meeting the chairman of the Board of Directors is not present within fifteen
minutes after the time appointed for holding the meeting or is unwilling to act as chairman,
the Members present shall choose one of their number to be a chairman of the meeting.
 65.
    
    The chairman may with the consent of any meeting at which a quorum is present (and shall if
so directed by the meeting) adjourn a meeting from time to time and from place to place, but
no business shall be transacted at any adjourned meeting other than the business left unfinished at the
meeting from which the adjournment took place. When a meeting is adjourned for 10 days or
more, not less than seven days notice of the adjourned meeting shall be given as in the
case of an original meeting. Save as aforesaid it shall not be necessary to give any notice
of an adjournment or of the business to be transacted at an adjourned meeting.
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66.
    
    At any general meeting a resolution put to the vote of the meeting shall be decided on a show
of hands, unless a poll is (before or on the declaration of the result of the show of hands)
demanded by the chairman of the Board or one or more Members present in person or by proxy
entitled to vote and who together hold not less than 10 per cent of the paid up voting share
capital of the Company, and unless a poll is so demanded, a declaration by the chairman that a
resolution has, on a show of hands, been carried, or carried unanimously, or by a particular
majority, or lost, and an entry to that effect in the book of the proceedings of the Company,
shall be conclusive evidence of the fact, without proof of the number or proportion of the
votes recorded in favour of, or against, that resolution.
 67.
    
    If a poll is duly demanded it shall be taken in such manner as the chairman directs, and the
result of the poll shall be deemed to be the resolution of the meeting at which the poll was
demanded. The demand for a poll may be withdrawn.
 68.
    
    In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of
the meeting at which the show of hands takes place or at which the poll is demanded, shall not
be entitled to a second or casting vote.
 69.
    
    A poll demanded on the election of a chairman of the meeting or on a question of adjournment
shall be taken forthwith. A poll demanded on any other question shall be taken at such time
as the chairman of the meeting directs.
 VOTES OF MEMBERS
 70.
    
    Subject to any rights and restrictions for the time being attached to any class or classes of
 shares, on a show of hands every Member present in person and every person representing a
Member by proxy at a general meeting of the Company shall have one vote and on a poll every
Member and every person representing a Member by proxy shall have one vote for each share
registered in his name, or the name of the person represented by proxy, in the Register of
Members.
 71.
    
    In the case of joint holders 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 joint holders and for this
purpose seniority shall be determined by the order in which the names stand in the Register of
Members.
 72.
    
    A Member of unsound mind, or in respect of whom an order has been made by any court having
jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his committee,
or other person in the nature of a committee appointed by that court, and any such committee
or other person may vote by proxy.
 73.
    
    No Member shall be entitled to vote at any general meeting unless all calls or other sums
presently payable by him in respect of shares carrying the right to vote held by him have been
paid.
 74.
    
    On a poll, votes may be given either personally or by proxy.
 75.
    
    The instrument appointing a proxy shall be in writing under the hand of the appointor or of
his attorney duly authorized in writing or, if the appointor is a corporation, either under
seal or under the hand of an officer or attorney duly authorized. A proxy need not be a
Member of the Company.
 76.
    
    An instrument appointing a proxy may be in any usual or common form or such other form as the
Directors may approve.
 77.
    
    The instrument appointing a proxy shall be deemed to confer authority to demand or join in
demanding a poll.
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78.
    
    A resolution in writing signed by all the Members for the time being entitled to receive
notice of and to attend and vote at general meetings (or being corporations by their duly
authorized representatives) shall be as valid and effective as if the same had been passed at
a general meeting of the Company duly convened and held.
 CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS
 79.
    
    Any corporation which is a Member or a Director 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 of any class of Members or of the Board of Directors or of a
committee of Directors, and the person so authorized shall be entitled to exercise the same
powers on behalf of the corporation which he represents as that corporation could exercise if
it were an individual Member or Director.
 CLEARING HOUSES
 80.
    
    If a clearing house (or its nominee) is a Member of the Company it may, by resolution of its
directors or other governing body or by power of attorney, authorise such person or persons as
it thinks fit to act as its representative or representatives at any general meeting of the
Company or at any general meeting of any class of Members of the Company provided that, if
more than one person is so authorized, the authorisation shall specify the number and class of
 shares in respect of which each such person is so authorized. A person so authorized pursuant
to this Article shall be entitled to exercise the same powers on behalf of the clearing house
(or its nominee) which he represents as that clearing house (or its nominee) could exercise if
it were an individual Member holding the number and class of shares specified in such
authorisation.
 DIRECTORS
 81.
    (A)
    
    Unless otherwise determined by the Company in general meeting, the number of Directors
shall be ten Directors, or such number of Directors to be determined from time to time solely
by resolution approved by a supermajority of at least two-thirds of the vote of Directors
present at the board meeting. 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. For so long as
 shares or ADSs are quoted on Nasdaq, the Directors shall include such number of Independent
Directors as applicable law, rules or regulations or the Nasdaq Rules require.
 (B)
    
    Each Director shall hold office until the expiration of his term and until his
successor shall have been elected or appointed.
 (C)
    
    The Board of Directors shall have Co-Chairmen of the Board of Directors (the
Co-Chairmen) elected and appointed by a majority of the Directors then in office.
The period for which the Co-Chairmen will hold office will also be determined by a
majority of all of the Directors then in office. One of the Co-Chairmen shall preside
as chairman at every meeting of the Board of Directors. To the extent the Co-Chairmen
are not present at a meeting of the Board of Directors within fifteen minutes after the
time appointed for holding the same, the attending Directors may choose one of their
number to be the chairman of the meeting.
 (D)
    
    The Company may by Ordinary Resolution appoint any person to be a Director
either to fill a vacancy on the Board created under Article 82 or Article 99 or as an
addition to the existing Board.
 (E)
    
    The Directors may by the affirmative vote of all Directors appoint any person
to be a Director either to fill a vacancy on the Board created under Article 82 or
Article 99 or as an addition to the existing Board.
 82.
    
    Subject to the terms of these Articles and any agreements between the Company and a Director,
a Director shall hold office until he is removed from office by Special Resolution.
 83.
    
    The Board may, from time to time, and except as required by applicable law or the listing
rules of the recognized stock exchange or automated quotation system where the Companys
securities are traded, adopt, institute, amend, modify or revoke the corporate governance
policies or initiatives, which shall
be intended to set forth the policies of the Company and the Board on various corporate
governance related matters as the Board shall determine by resolution from time to time.
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84.
    
    A Director shall not be required to hold any shares in the Company by way of qualification.
A Director who is not a member of the Company shall nevertheless be entitled to attend and
speak at general meetings.
 DIRECTORS FEES AND EXPENSES
 85.
    
    The Directors shall receive such remuneration as the Board may from time to time determine.
Each Director shall be entitled to be repaid or prepaid all travelling, 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 debentures of the Company or otherwise in connection with the discharge of his
duties as a Director.
 86.
    
    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.
 ALTERNATE DIRECTOR
 87.
    
    Any Director may in writing appoint another person to be his alternate to act in his place at
any meeting of the Directors at which he is unable to be present. Every such alternate shall
be entitled to notice of meetings of the Directors and to attend and vote thereat as a
Director when the person appointing him is not personally present and where he is a Director
to have a separate vote on behalf of the Director he is representing in addition to his own
vote. A Director may at any time in writing revoke the appointment of an alternate appointed
by him. Such alternate shall not be an officer of the Company and shall be deemed to be the
agent of the Director appointing him.
 88.
    
    Any Director may appoint any person, whether or not a Director, to be the proxy of that
Director to attend and vote on his behalf, in accordance with instructions given by that
Director, or in the absence of such instructions at the discretion of the proxy, at a meeting
or meetings of the Directors which that Director is unable to attend personally. The
instrument appointing the proxy shall be in writing under the hand of the appointing Director
and shall be in any usual or common form or such other form as the Directors may approve, and
must be lodged with the chairman of the meeting of the Directors at which such proxy is to be
used, or first used, prior to the commencement of the meeting.
 POWERS AND DUTIES OF DIRECTORS
 89.
    
    Subject to the Statutes, these Articles and to any resolutions made in a general meeting, the
business of the Company shall be managed by the Directors, who may pay all expenses incurred
in setting up and registering the Company and may exercise all powers of the Company. No
resolution made by the Company in a general meeting shall invalidate any prior act of the
Directors that would have been valid if that resolution had not been made.
 90.
    
    Subject to these Articles, the Directors may from time to time appoint any person, whether or
not a director of the Company to hold such office in the Company as the Directors may think
necessary for the administration of the Company, including without prejudice to the foregoing
generality, the office of the Chief Executive Officer, one or more Vice Presidents, Chief
Financial Officer, Manager or Controller, and for such term and at such remuneration (whether
by way of salary or commission or participation in profits or partly in one way and partly in
another), and with such powers and duties as the Directors may think fit. Any person so
appointed by the Directors may be removed by the Directors. The Directors may also appoint one
or more of their number to the office of Managing Director upon like terms, but any such
appointment shall ipso facto determine if any Managing Director ceases from any cause to be a
Director, or if the Company by Ordinary Resolution resolves that his tenure of office be
terminated.
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91.
    
    The Directors may delegate any of their powers to committees consisting of such member or
members of their body as they think fit; any committee so formed shall in the exercise of the
powers so delegated conform to any regulations that may be imposed on it by the Directors.
 92.
    
    The Directors may from time to time and at any time by power of attorney appoint any company,
firm or person or body of persons, whether nominated directly or indirectly by the Directors,
to be the attorney or attorneys of the Company for such purposes and with such powers,
authorities and discretion (not exceeding those vested in or exercisable by the Directors
under these Articles) and for such period and subject to such conditions as they 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 Directors may think fit, and may
also authorise any such attorney to delegate all or any of the powers, authorities and
discretion vested in him.
 93.
    
    The Directors may from time to time provide for the management of the affairs of the Company
in such manner as they shall think fit and the provisions contained in the following three
Articles shall not limit the general powers conferred by this paragraph.
 94.
    
    The Directors from time to time and at any time may establish any committees, local boards or
agencies for managing any of the affairs of the Company and may appoint any persons to be
members of such committees or local boards and may appoint any managers or agents of the
Company and may fix the remuneration of any of the aforesaid.
 95.
    
    The Directors from time to time and at any time may delegate to any such committee, local
board, manager or agent any of the powers, authorities and discretions for the time being
vested in the Directors and may authorise the members for the time being of any such local
board, or any of them to fill up any vacancies therein and to act notwithstanding vacancies
and any such appointment or delegation may be made on such terms and subject to such
conditions as the Directors may think fit and the Directors may at any time remove any person
so appointed and may annul or vary any such delegation, but no person dealing in good faith
and without notice of any such annulment or variation shall be affected thereby.
 96.
    
    Any such delegates as aforesaid may be authorized by the Directors to subdelegate all or any
of the powers, authorities, and discretions for the time being vested in them.
 97.
    
    The following actions require the resolution approved by a supermajority of at least
two-thirds of the vote of Directors at the board meeting:-
 (a)
    
    subject to Article 147, any voluntary dissolution or liquidation of the Company; and
 (b)
    
    the sale of all or substantially all of the assets of the Company.
 BORROWING POWERS OF DIRECTORS
 98.
    
    The Directors may exercise all the powers of the Company to borrow money and to mortgage or
charge its undertaking, property and uncalled capital or any part thereof, to issue
debentures, debenture stock and other securities whenever money is borrowed or as security for
any debt, liability or obligation of the Company or of any third party.
 DISQUALIFICATION OF DIRECTORS
  (a)
    
    becomes bankrupt or makes any arrangement or composition with his creditors;
 (b)
    
    dies or is found to be or becomes of unsound mind;
 (c)
    
    resigns his office by notice in writing to the Company;
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(d)
    
    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
 (e)
    
    if he or she shall be removed from office pursuant to these Articles.
 PROCEEDINGS OF DIRECTORS
 100.
    
    The Directors may meet together (whether within or outside the Cayman Islands) for the
dispatch of business, adjourn, and otherwise regulate their meetings and proceedings as they
think fit. Questions arising at any meeting of the Directors shall be decided by a majority
of votes. A Director may at any time summon a meeting of the Directors by at least two days
notice in writing to every other Director and alternate Director.
 101.
    
    A Director or Directors may participate in any meeting of the Board of Directors, or of any
committee appointed by the Board of Directors of which such Director or Directors are members,
by means of telephone or similar communication equipment by way of which all persons
participating in such meeting can hear each other and such participation shall be deemed to
constitute presence in person at the meeting.
 102.
    
    The quorum necessary for the transaction of the business of the Directors may be fixed by the
Directors and unless so fixed shall be four, provided that a Director and his appointed
alternate Director shall be considered only one person for this purpose. A meeting of the
Directors at which a quorum is present when the meeting proceeds to business shall be
competent to exercise all powers and discretions for the time being exercisable by the
Directors. A meeting of the Directors may be held by means of telephone or teleconferencing
or any other telecommunications facility provided that all participants are thereby able to
communicate immediately by voice with all other participants and such participants shall be
deemed to constitute presence in person at the meeting.
 103.
    
    A Director who is in any way, whether directly or indirectly, interested in a contract or
proposed contract with the Company shall declare the nature of his interest at a meeting of
the Directors. A general notice given to the Directors by any Director to the effect that he
is a member of any specified company or firm and is to be regarded as interested in any
contract which may thereafter be made with that company or firm shall be deemed a sufficient
declaration of interest in regard to any contract so made. A Director may vote in respect of
any contract or proposed contract or arrangement notwithstanding that he may be interested
therein and if he does so his vote shall be counted and he may be counted in the quorum at any
meeting of the Directors at which any such contract or proposed contract or arrangement shall
come before the meeting for consideration.
 104.
    
    A Director may hold any other office or place of profit under the Company (other than the
office of auditor) in conjunction with his office of Director for such period and on such
terms (as to remuneration and otherwise) as the Directors may determine and no Director or
intending Director shall be disqualified by his office from contracting with the Company
either with regard to his tenure of any such other office or place of profit or as vendor,
purchaser or otherwise, nor shall any such contract or arrangement entered into by or on
behalf of the Company 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 for any profit realised by any such contract or arrangement by reason of such Director
holding that office or of the fiduciary relation thereby established. A Director,
notwithstanding his interest, may be counted in the quorum present at any meeting whereat he
or any other Director is appointed to hold any such office or place of profit under the
Company or whereat the terms of any such appointment are arranged and he may vote on any such
appointment or arrangement.
 105.
    
    Any Director may act by himself or his firm in a professional capacity for the Company, and
he or his firm shall be entitled to remuneration for professional services as if he were not a
Director; provided that nothing herein contained shall authorise a Director or his firm to act
as auditor to the Company.
 106.
    
    The Directors shall cause minutes to be made in books or loose-leaf folders provided for the
purpose of recording:
 (a)
    
    all appointments of officers made by the Directors;
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(b)
    
    the names of the Directors present at each meeting of the Directors and of any
committee of the Directors; and
 (c)
    
    all resolutions and proceedings at all meetings of the Company, and of the
Directors and of committees of Directors.
 107.
    
    When the chairman of a meeting of the Directors signs the minutes of such meeting the same
shall be deemed to have been duly held notwithstanding that all the Directors have not
actually come together or that there may have been a technical defect in the proceedings.
 108.
    
    A resolution signed by all the Directors shall be as valid and effectual as if it had been
passed at a meeting of the Directors duly called and constituted. When signed a resolution
may consist of several documents each signed by one or more of the Directors.
 109.
    
    The continuing Directors may act notwithstanding any vacancy in their body but if and so long
as their number is reduced below the number fixed by or pursuant to the Articles of the
Company as the necessary quorum of Directors, the continuing Directors may act for the purpose
of increasing the number, or of summoning a general meeting of the Company, but for no other
purpose.
 110.
    
    A committee appointed by the Directors may elect a chairman of its meetings. If no such
chairman is elected, or if at any meeting the chairman is not present within five minutes
after the time appointed for holding the same, the members present may choose one of their
number to be chairman of the meeting.
 111.
    
    A committee appointed by the Directors may meet and adjourn as it thinks proper. Questions
arising at any meeting shall be determined by a majority of votes of the committee members
present and in case of an equality of votes the chairman shall have a second or casting vote.
 112.
    
    All acts done by any meeting of the Directors or of a committee of Directors, or by any
person acting as a Director, shall notwithstanding that it be afterwards discovered that there
was some defect in the appointment of any such Director or person acting as aforesaid, or that
they or any of them were disqualified, be as valid as if every such person had been duly
appointed and was qualified to be a Director.
 PRESUMPTION OF ASSENT
 113.
    
    A Director of the Company who is present at a meeting of the Board of Directors at which
action on any Company matter is taken shall be presumed to have assented to the action taken
unless his dissent shall be entered in the Minutes of the meeting or unless he shall file his
written dissent from such action with the person acting as the chairman or secretary of the
meeting before the adjournment thereof or shall forward such dissent by registered post to
such person immediately after the adjournment of the meeting. Such right to dissent shall not
apply to a Director who voted in favour of such action.
 DIVIDENDS, DISTRIBUTIONS AND RESERVE
 114.
    
    Subject to any rights and restrictions for the time being attached to any class or classes of
 shares and these Articles, the Directors may from time to time declare dividends (including
interim dividends) and other distributions on shares in issue and authorise payment of the
same out of the funds of the Company lawfully available therefor.
 115.
    
    The Directors may, before recommending or declaring any dividend, set aside out of the funds
legally available for distribution such sums as they think proper as a reserve or reserves
which shall, at the discretion of the Directors be applicable for meeting contingencies, or
for equalising dividends or for any other purpose to which those funds be properly applied and
pending such application may, at the like discretion, either be employed in the business of
the Company or be invested in such investments (other than shares of the Company) as the
Directors may from time to time think fit.
 116.
    
    Any dividend may be paid by cheque sent through the post to the registered address of the
Member or person entitled thereto, or in the case of joint holders, to any one of such joint
holders at his registered address or to such person and such address as the Member or person
entitled, or such joint holders as
the case may be, may direct. Every such cheque shall be made payable to the order of the
person to whom it is sent or to the order of such other person as the Member or person
entitled, or such joint holders as the case may be, may direct.
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117.
    
    The Directors when paying dividends to the Members in accordance with the foregoing
provisions may make such payment either in cash or in specie.
 118.
    
    Subject to any rights and restrictions for the time being attached to any class or classes of
 shares, all dividends shall be declared and paid according to the amounts paid on the shares,
but if and so long as nothing is paid up on any of the shares in the Company dividends may be
declared and paid according to the par value of the shares. No amount paid on a share in
advance of calls shall, while carrying interest, be treated for the purposes of this Article
as paid on the share.
 119.
    
    If several persons are registered as joint holders of any share, any of them may give
effectual receipts for any dividend or other moneys payable on or in respect of the share.
 120.
    
    No dividend shall bear interest against the Company.
 BOOK OF ACCOUNTS
 121.
    
    The books of account relating to the Companys affairs shall be kept in such manner as may be
determined from time to time by the Directors.
 122.
    
    The books of account shall be kept at the registered office of the Company, or at such other
place or places as the Directors think fit, and shall always be open to the inspection of the
Directors.
 123.
    
    The Directors shall from time to time determine whether and to what extent and at what times
and places and under what conditions or regulations the accounts and books of the Company or
any of them shall be open to the inspection of Members not being Directors, and no Member (not
being a Director) shall have any right of inspecting any account or book or document of the
Company except as conferred by law or authorized by the Directors or by the Company by
Ordinary Resolution.
 124.
    
    The accounts relating to the Companys affairs shall be audited in such manner and with such
financial year end as may be determined from time to time by the Directors or failing any
determination as aforesaid shall not be audited.
 ANNUAL RETURNS AND FILINGS
 125.
    
    The Board shall make the requisite annual returns and any other requisite filings in
accordance with the Statutes.
 AUDIT
 126.
    
    The Directors may appoint an Auditor of the Company who shall hold office until removed from
office by a resolution of the Directors and may fix his or their remuneration.
 127.
    
    Every Auditor of the Company shall have a right of access at all times to the books and
accounts and vouchers of the Company and shall be entitled to require from the Directors and
Officers of the Company such information and explanation as may be necessary for the
performance of the duties of the auditors.
 128.
    
    Auditors shall, if so required by the Directors, make a report on the accounts of the Company
during their tenure of office at the next annual general meeting following their appointment,
and at any time during their term of office, upon request of the Directors or any general
meeting of the Members.
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THE SEAL
 129.
    
    The Seal of the Company shall not be affixed to any instrument except by the authority of a
resolution of the Board of Directors provided always that such authority may be given prior to
or after the affixing
of the Seal and if given after may be in general form confirming a number of affixings of
the Seal. The Seal shall be affixed in the presence of a Director or a Secretary (or an
Assistant Secretary) or in the presence of any one or more persons as the Directors may
appoint for the purpose and every person as aforesaid shall sign every instrument to which
the Seal of the Company is so affixed in their presence.
 130.
    
    The Company may maintain a facsimile of its Seal in such countries or places as the Directors
may appoint and such facsimile Seal shall not be affixed to any instrument except by the
authority of a resolution of the Board of Directors provided always that such authority may be
given prior to or after the affixing of such facsimile Seal and if given after may be in
general form confirming a number of affixings of such facsimile Seal. The facsimile Seal
shall be affixed in the presence of such person or persons as the Directors shall for this
purpose appoint and such person or persons as aforesaid shall sign every instrument to which
the facsimile Seal of the Company is so affixed in their presence and such affixing of the
facsimile Seal and signing as aforesaid shall have the same meaning and effect as if the Seal
had been affixed in the presence of and the instrument signed by a Director or a Secretary (or
an Assistant Secretary) or in the presence of any one or more persons as the Directors may
appoint for the purpose.
 131.
    
    Notwithstanding the foregoing, a Director shall have the authority to affix the Seal, or the
facsimile Seal, to any instrument for the purposes of attesting authenticity of the matter
contained therein but which does not create any obligation binding on the Company.
 OFFICERS
 132.
    
    Subject to Article 90, the Company may have a Chief Executive Officer, one or more Vice
Presidents and Chief Financial Officer, President, a Secretary or Secretary-Treasurer
appointed by the Directors. The Directors may also from time to time appoint such other
officers as they consider necessary, all for such terms, at such remuneration and to perform
such duties, and subject to such provisions as to disqualification and removal as the
Directors from time to time decide.
 CAPITALISATION OF PROFITS
 133.
    
    Subject to the Statutes and these Articles, the Board may, with the authority of an Ordinary
Resolution:
 (a)
    
    resolve to capitalise an amount standing to the credit of reserves (including a
share premium account, capital redemption reserve and profit and loss account), whether
or not available for distribution;
 (b)
    
    appropriate the sum resolved to be capitalised to the Members in proportion to
the nominal amount of shares (whether or not fully paid) held by them respectively and
apply that sum on their behalf in or towards:
 (i)
    
    paying up the amounts (if any) for the time being unpaid on
 shares held by them respectively; or
 (ii)
    
    paying up in full unissued shares or debentures of a nominal
amount equal to that sum,
  (c)
    
    make any arrangements it thinks fit to resolve a difficulty arising in the
distribution of a capitalised reserve and in particular, without limitation, where
 shares or debentures become distributable in fractions the Board may deal with the
fractions as it thinks fit;
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(d)
    
    authorise a person to enter (on behalf of all the Members concerned) an
agreement with the Company providing for either:
 (i)
    
    the allotment to the Members respectively, credited as fully
paid, of shares or debentures to which they may be entitled on the
capitalisation, or
 (ii)
    
    the payment by the Company on behalf of the Members (by the
application of their respective proportions of the reserves resolved to be
capitalised) of the amounts or part of the amounts remaining unpaid on their
existing shares,
  (e)
    
    generally do all acts and things required to give effect to the resolution.
 SHARE PREMIUM ACCOUNT
 134.
    
    The Directors shall in accordance with Section 34 of the Companies Law establish a 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.
 135.
    
    There shall be debited to any share premium account on the redemption or purchase of a share
the difference between the nominal value of such share and the redemption or purchase price
provided always that at the discretion of the Directors such sum may be paid out of the
profits of the Company or, if permitted by Section 37 of the Companies Law, out of capital.
 NOTICES
 136.
    
    Except as otherwise provided in these Articles, any notice or document may be served by the
Company or by the person entitled to give notice to any Member either personally, by facsimile
or by sending it through the post in a prepaid letter or via a recognised courier service,
fees prepaid, addressed to the Member at his address as appearing in the Register of Members
or, to the extent permitted by all applicable laws and regulations, by electronic means by
transmitting it to any electronic number or address or website supplied by the member to the
Company or by placing it on the Companys Website provided that the Company has obtained the
Members prior express positive confirmation in writing to receive notices in such manner. 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 of Members in respect of the joint holding,
and notice so given shall be sufficient notice to all the joint holders.
 137.
    
    Notices posted to addresses outside the Cayman Islands shall be forwarded by prepaid airmail.
 138.
    
    Any Member present, either personally or by proxy, at any meeting of the Company shall for
all purposes be deemed to have received due notice of such meeting and, where requisite, of
the purposes for which such meeting was convened.
 139.
    
    Any notice or other document, if served by (a) post, shall be deemed to have been served five
days after the time when the letter containing the same is posted and if served by courier,
shall be deemed to have been served five days after the time when the letter containing the
same is delivered to the courier (in proving such service it shall be sufficient to prove that
the letter containing the notice or document was properly addressed and duly posted or
delivered to the courier), or (b) facsimile, shall be deemed to have been served upon
confirmation of receipt, or (c) recognised delivery service, shall be deemed to have been
served 48 hours after the time when the letter containing the same is delivered to the courier
service and in proving such service it shall be sufficient to provide that the letter
containing the notice or documents was properly addressed and duly posted or delivered to the
courier or (d) electronic means as provided herein shall be deemed to have been served and
delivered at the expiration of 24 hours after the time it was sent.
 140.
    
    Any notice or document delivered or sent to any Member in accordance with the terms of these
Articles shall notwithstanding that such Member be then dead or bankrupt, and whether or not
the Company has notice of his death or bankruptcy, be deemed to have been duly served 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 of the notice or document, have been removed from the
Register of Members as the holder of the share, and such service shall for all purposes be
deemed a sufficient service of such notice or
document on all persons interested (whether jointly with or as claiming through or under
him) in the share.
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(a)
    
    all Members holding shares with the right to receive notice and who have
supplied to the Company an address for the giving of notices to them; and
 (b)
    
    every person entitled to a share in consequence of the death or bankruptcy of a
Member, who but for his death or bankruptcy would be entitled to receive notice of the
meeting.
  INFORMATION
 142.
    
    No member shall be entitled to require discovery of any information in respect of any detail
of the Companys trading or any information which is or may be in the nature of a trade secret
or secret process which may relate to the conduct of the business of the Company and which in
the opinion of the Board would not be in the interests of the members of the Company to
communicate to the public.
 143.
    
    The Board shall be entitled to release or disclose any information in its possession, custody
or control regarding the Company or its affairs to any of its Members including, without
limitation, information contained in the Register of Members and transfer books of the
Company.
 INDEMNITY
 144.
    
    Every Director (including for the purposes of this Article any Alternate Director appointed
pursuant to the provisions of these Articles) and officer of the Company for the time being
and from time to time shall be indemnified and secured harmless out of the assets and funds of
the Company against all actions, proceedings, costs, charges, expenses, losses, damages or
liabilities incurred or sustained by him in connection with the execution or discharge of his
duties, powers, authorities or discretions as a Director or officer of the Company, including
without prejudice to the generality of the foregoing, any costs, expenses, losses or
liabilities incurred by him in defending (whether successfully or otherwise) any civil
proceedings concerning the Company or its affairs in any court whether in the Cayman Islands
or elsewhere. For the avoidance of doubt, the Company may enter into an agreement with any
Director or officer of the Company in respect of indemnification or exculpation in terms of
which differ from the provisions of this Article.
 145.
    
    No such Director or officer of the Company shall be liable to the Company for any loss or
damage unless such liability arises through the dishonesty, fraud or default of such Director
or officer.
 FINANCIAL YEAR
 146.
    
    Unless the Directors otherwise prescribe, the financial year of the Company shall end on
December 31st in each year and shall begin on January 1st in each year.
 WINDING UP
 147.
    
    If the Company shall be wound up the liquidator may, with the sanction of a Special
Resolution of the Company and any other sanction required by the Law, divide amongst the
Members in kind the whole or any part of the assets of the Company (whether they shall consist
of property of the same kind or not) and may for that purpose value any assets and determine
how the division shall be carried out as between the Members or different classes of Members.
The liquidator may, with the like sanction, vest the whole or any part of such assets in
trustees upon such trusts for the benefit of the Members as the liquidator, with the like
sanction, shall think fit, but so that no Member shall be compelled to accept any asset upon
which there is a liability.
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148.
    
    If the Company shall be wound up, and the assets available for distribution amongst the
Members shall be insufficient to repay the whole of the share capital, such assets shall be
distributed so that, as nearly as may be, the losses shall be borne by the Members in
proportion to the par value of the shares held by
them. If in a winding up the assets available for distribution amongst the Members shall be
more than sufficient to repay the whole of the share capital at the commencement of the
winding up, the surplus shall be distributed amongst the Members in proportion to the par
value of the shares held by them at the commencement of the winding up subject to a
deduction from those shares in respect of which there are monies due, of all monies payable
to the Company for unpaid calls or otherwise. This Article is without prejudice to the
rights of the holders of shares issued upon special terms and conditions.
 149.
    
    Subject to these Articles, if the Company shall be wound up the liquidator may, with the
sanction of a Special Resolution of the Company divide amongst the Members in specie or kind
the whole or any part of the assets of the Company (whether they shall consist of property of
the same kind or not) and may, for such purpose set such value as he deems fair upon any
property to be divided as aforesaid and may determine how such division shall be carried out
as between the Members or different classes of shares. The liquidator may, with the like
sanction, vest the whole or any part of such assets in trustees upon such trusts for the
benefit of the contributories as the liquidator, with the like sanction shall think fit, but
so that no Member shall be compelled to accept any shares or other securities whereon there is
any liability.
 AMENDMENT OF MEMORANDUM AND ARTICLES OF ASSOCIATION AND NAME OF COMPANY
 150.
    
    Subject to the Statutes and these Articles, the Company may at any time and from time to time
by Special Resolution alter or amend these Articles or the Memorandum of Association of the
Company, in whole or in part, or change the name of the Company.
 REGISTRATION BY WAY OF CONTINUATION
 151.
    
    The Company may by Special Resolution resolve to be registered by way of continuation in a
jurisdiction outside the Cayman Islands or such other jurisdiction in which it is for the time
being incorporated, registered or existing. In furtherance of a resolution adopted pursuant
to this Article, the Directors may cause an application to be made to the Registrar of
Companies to deregister the Company in the Cayman Islands or such other jurisdiction in which
it is for the time being incorporated, registered or existing and may cause all such further
steps as they consider appropriate to be taken to effect the transfer by way of continuation
of the Company.
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