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EXHIBIT 1 TERRITORY OF THE BRITISH VIRGIN ISLANDS THE INTERNATIONAL BUSINESS COMPANIES ACT(CAP. 291) MEMORANDUM OF ASSOCIATION OF TRAMFORD INTERNATIONAL LIMITED NAME  1.
    
    The Name of the Company is TRAMFORD INTERNATIONAL LIMITED. REGISTERED OFFICE  2.
    
    The registered office of the Company will be P.O.
Box 71, Craigmuir Chambers, Road Town, Tortola,
British Virgin Islands. REGISTERED AGENT  3.
    
    The registered agent of the Company will be HWR
Services Limited of P.O. Box 71, Craigmuir
Chambers, Road Town, Tortola, British Virgin
Islands. GENERAL OBJECTS AND POWERS  4.
    
    The Objects for which the Company is established
are to engage in any act or activity that is not
prohibited under any law for the time being in
force in the British Virgin Islands including but
not limited to: -  (1)
    
    To purchase or otherwise acquire and
undertake the whole or any part of the
business, goodwill, assets and liabilities of
any person, firm or company; to acquire an
interest in, amalgamate with or enter into
partnership, joint venture or profit-sharing
arrangement with any person, form or company;
to promote, sponsor, establish, constitute,
form, participate in, organize, manage,
supervise and control any corporation,
company, syndicate, fund, trust, business or
institution.(2)
    
    To import, export, buy, sell (wholesale and
retail), exchange, barter, let on hire,
distribute and otherwise deal in and turn to
account goods, materials, commodities, produce
and merchandise generally in their prepared,
manufactured, semi-manufactured and raw state.(3)
    
    To purchase or otherwise acquire and hold, in
any manner and upon any terms, and to
underwrite and deal in shares, stocks,
debentures, debenture stock, annuities and
foreign exchange, foreign currency deposits
and commodities, and from time to time to vary
any of the same, and to exercise and enforce
all rights and powers incidental to the
Companys interest therein, and to carry on
business as an investment trust, and to invest
or deal with the money of the Company not
immediately required for its operations in
such manner as the Company may think fit.(4)
    
    To enter into, carry on and participate in
financial transactions and operations of all kinds.(5)
    
    To manufacture, construct, assemble, design,
repair, refine, develop, alter, convert, refit,
prepare, treat, render marketable, process and
otherwise produce materials, fuels, chemicals,
substances and industrial, commercial and consumer
products of all kinds.(6)
    
    To apply for, register, purchase or other wise
acquire and protect, prolong, and renew, in any
part of the world, any intellectual and industrial
property and technology or whatsoever kind or
nature and licences, protections and concessions
therefor, and to use, turn to account, develop,
manufacture, experiment upon, test, improve and
license the same.(7)
    
    To purchase or otherwise acquire and to hold, own,
license, maintain, work, exploit, farm, cultivate,
use, develop, improve, sell, let surrender,
exchange, hire, convey or otherwise deal in lands,
mines, natural resources, and mineral, timber and
water rights, wheresoever situate, and any
interest, estate and rights in any real, personal
or mixed property and any franchises, rights,
licences or privileges, and to collect, manage,
invest, reinvest, adjust, and in any manner to
dispose of the income, profits, and interest
arising therefrom.(8)
    
    To improve, manage, develop, sell, let, exchange,
invest, reinvest, settle, grant licences,
easements, options, ervitudes and other rights
over, or otherwise deal with all or any part of the
Companys property, undertaking and assets (present
and future) including uncalled capital, and any of
the Companys rights, interests and privileges.(9)
    
    To acquire, sell, own, lease, let out on hire,
administer, manage, control operate, construct,
repair alter equip, furnish, fit out, decorate,
improve and otherwise undertake and deal in
engineering and construction works, buildings,
projects, offices and structures of all kinds.(10)
    
    To carry on business as consulting engineers in
all field including without limitation civil,
mechanical chemical, structural, marine, mining,
industrial aeronautical, electronic and electrical
engineering, and to provide architectural, design
and other consultancy services of all kinds. - 1 -




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(11)
    
    To purchase or otherwise acquire, take in
exchange, charter, hire, build, construct, own,
work, mange, operate and otherwise deal with
any ship, boat, barge or other waterborne
vessel, hovercraft, balloon, aircraft,
helicopter or other flying machine, coach,
wagon, carriage (however powered) or other
vehicle, or any share or interest therein.(12)
    
    To establish, maintain, and operate sea, air,
inland waterway and land transport enterprises
(public and private) and all ancillary services.(13)
    
    To carry on the business of advisers,
consultants, researchers, analysts and brokers
of whatsoever kind or nature in all branches of
trade, commerce, industry and finance.(14)
    
    To provide or procure the provision of every
and any service or facility required by any
person, firm or company.(15)
    
    To provide agency, corporate, office and
business services to any person, firm or
company, and to act as nominee or custodian of
any kind and to act as trustee under deeds of
trust and settlement and as executor of wills
and to receive assets into custody on behalf of
clients and to manage, administer and invest
such assets in accordance with any deed of
trust or settlement, will or other instruments
pursuant to which such assets are held.(16)
    
    To carry on all or any of the businesses of
shippers and ship-owners, ship and
boat-builders, charterers, shipping and
forwarding agents, ship managers, wharfingers,
lightermen, stevedores, packers, storers,
fishermen and trawlers.(17)
    
    To carry on all or any of the businesses of
hoteliers and restaurateurs and sponsors,
managers and licensees of all kinds of
sporting, competitive, social and leisure
activities and of clubs, associations and
social gatherings of all kinds and purposes.(18)
    
    To carry on business as auctioneers,
appraiser, valuers, surveyors, land and estate
agents.(19)
    
    To carry on business as farmers, graziers,
dealers in and breeders of liverstock,
horticulturists and market gardeners.(20)
    
    To carry on all or any of the businesses of
printers, publishers, designers, draughtsmen,
journalists, press and literary agents, tourist
and travel agents, advertisers, advertising and
marketing agents and contractors, personal and
promotional representatives, artists,
sculptors, decorators, illustrators,
photographers, film makers, producers and
distributors, publicity agents and display
specialists.(21)
    
    To establish and carry on institutions of
education, instruction or research and to
provide for the giving and holding of lectures,
scholarships, awards, exhibitions, classes and
meetings for the promotion and advancement of
education or the dissemination of knowledge
generally.(22)
    
    To carry on business as jewelers, goldsmiths,
silversmiths and bullion dealers and to import,
export, buy, sell and deal in (wholesale and
retail) jewellery, gold, sliver and bullion,
gold and silver plate, articles of vertu,
objects of art and such other articles and
goods as the company thinks fit, and to
establish factories for culturing, processing
and manufacturing goods for the above business.(23)
    
    To design invent, develop, modify, adapt,
alter, improve and apply any object, article,
device, appliance, uensil or product for any
use or purpose whatsoever.(24)
    
    To develop, acquire store, license, apply,
assign, exploit all and any forms of computer and other
electronic software, programs and applications
and information, databases and reference
material and computer, digital and other
electronic recording, retrieval, processing and
storage media of whatsoever kind and nature.(25)
    
    To engage in the provision or processing of
communications and telecommunications services,
information retrieval and delivery and
electronic message and database services.(26)
    
    To enter into any commercial or other
arrangements with any government, authority,
corporation, company or person and to obtain or
enter into any legislation, orders, charters,
contracts, decrees, rights, privileges,
licences, franchises, permits and concessions
for any purpose and to carry out, exercise and
comply with the same and to make, execute, enter
into, commerce, carry on, prosecute and defend
all steps, contracts, agreements, negotiations,
legal and other proceedings, compromises,
arrangements, and schemes and to do all other
acts, matters and things which shall at any time
appear conducive or expedient for the advantage
or protection of the Company.(27)
    
    To take out insurance in respect of any and all
insurable risks which may affect the Company or
any other Company or person and to effect
insurance (and to pay the premiums therefor) in
respect of the life of any person and to effect
re-insurance and counter-insurance, but no
business amounting to fire, life or marine
insurance business may be undertaken.(28)
    
    To lend and advance money and grant and provide
credit and financial or other accommodation to
any person, form or company.(29)
    
    To borrow or raise money in such manner as the
Company shall think fit and in particular by the
issue (whether at par or at a premium or
discount and for such consideration as the
Company may think fit) of bonds, debentures or
debenture stock (payable to bearer or otherwise), mortgages or charges, perpetual or
otherwise, and if the Company thinks fit charged
upon all or any of the Companys property (both
present and future) and undertaking including
its uncalled capital and further, if so thought
fit, convertible into any stock or shares of the
Company or any other company, and collaterally
or further to secure any obligations of the
Company by a trust deed or other assurance.(30)
    
    To guarantee or otherwise support or secure,
either with or without the Company receiving any
consideration or advantage and whether by
personal covenant or by mortgaging or charging
all or part of the undertaking, property, assets
and rights (present and future) and uncalled
capital of the Company or by both such methods
or by any other means whatsoever, the
liabilities and obligations of and the payment
of any moneys whatsoever (including but not
limited to capital, principal, premiums,
interest, dividends, cost and expenses on any
stocks, shares or securities) by any person,
firm or company whatsoever including but not
limited to any company which is for the time
being the holding company or a subsidiary of the
Company or of the Companys holding company or
is otherwise associated with the Company in its
business, and to act as agents for the
collection, receipt or payment of money, and to
enter into any contract of indemnity or
suretyship (but not in respect of fire, life and
marine insurance business).(31)
    
    To draw, make, accept , endorse, negotiate,
discount, execute, issue, purchase or otherwise
acquire, exchange, surrender, convert, make
advances upon, hold, charge, sell and otherwise
deal in bills of exchange, cheques, promissory
notes, and other negotiable instruments and
bills of lading, warrants, and other instruments
relating to goods. - 2 -




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(32)
    
    To give any remuneration or other compensation
or reward (in cash or securities or in any
other manner the Directors may think fit) to
any person for services rendered or to be
rendered in the conduct or course of the
Companys business or in placing or procuring
subscriptions of or otherwise assisting in the
issue of any securities of the Company or any
other company formed or promoted by the Company
or in which the Company may be interested or in
or about the formation or promotion of the
Company or any other company as aforesaid.(33)
    
    To grant or procure pensions, allowances,
gratuities and other payments and benefits of
whatsoever nature to or for any person and to
make payments towards insurances or other
arrangements likely to benefit any person or
advance the interests of the Company or of its
Members, and to subscribe, guarantee or pay
money for any purpose likely, di8rectly or
indirectly, to further the interests of the
Company or of its Members or for any national,
charitable, benevolent, educational, social,
public, general or useful object.(34)
    
    To pay all expenses preliminary or incidental
to the formation and promotion of the Company
or any other company and the conduct of the
business of the Company or any other company.(35)
    
    To procure the Company to be registered or
recognized in any territory.(36)
    
    To cease carrying on and wind up any business
or activity of the Company, and to cancel any
registration of and to wind up and procure the
dissolution of the Company in any territory.(37)
    
    To distribute any part of the undertaking,
property and assets of the Company among its
creditors and Members in specie or in kind but
so that no distribution amounting to a
reduction of capital may be made without the
sanction (if any) for the time being required
by law.(38)
    
    To appoint agents, experts and attorneys to do
any and all of the above matters and things on
behalf of the Company or any thing or matter
for which the Company acts as agent or is in
any other way whatsoever interested or
concerned in any part of the world.(39)
    
    To do all and any of the above matters or
things in any part of the world and either as
principal, agent, contractor, trustee, or
otherwise and by or through trustees, agents or
otherwise and either alone or in conjunction
with others, and generally upon such terms and
in such manner and for such consideration and
security (if any) as the Company shall think
fit including the issue and allotment of
securities of the Company in payment or part
payment for any property acquired by the
Company or any services rendered to the Company
or as security for any obligation or amount
(even if less than the nominal amount of such
securities) or for any other purpose.(40)
    
    To carry on any other business or activity and
do any act or thing which in the opinion of the
Company is or may be capable of being
conveniently carried on or done in connection
with any of the above, or likely directly or
indirectly to enhance the value of or render
more profitable all or any part of the
Companys property or assets or otherwise to
advance the interests of the Company or its
Members.(41)
    
    To have all such powers as are permitted by
law for the time being in force in the British
Virgin Islands, irrespective of corporate
benefit, to perform all acts and engage in all
activities necessary, conducive or incident to
the conduct, promotion or attainment of the
above objects of the Company or any of them.  5.
    
    And it is hereby declared that the intention is that
(i) each of the objects specified in each paragraph of
this clause shall, except where otherwise expressed
in such paragraph, be an independent main object and
be in nowise limited or restricted by reference to or
inference form the terms of any other paragraph or
the name of the Company. EXCLUSIONS
The Company may not:  (a)
    
    carry on business with persons resident in the
British Virgin Islands;(b)
    
    own an interest in real property situate in the
British Virgin Islands, other than a lease
referred to in paragraph 5(ii)e of subclause
5(ii);(c)
    
    carry on banking or trust business, unless it
is licensed to do so under the Banks and Trust
Companies Act, 1990;(d)
    
    carry on business as an insurance or
reinsurance company, insurance agent or
insurance broker, unless it is licensed under
an enactment authorizing it to carry on that
business;(e)
    
    carry on business of company management, unless
it is licensed under the Company Management
Act, 1990; or(f)
    
    carry on the business of providing the
registered office or the registered agent for
companies incorporated in the British Virgin
Islands:  (ii)
    
    For purposes of paragraph 5(i)a of subclause 5(i),
the Company shall not be treated as carrying on
business with persons resident in the British Virgin
Islands if:  (g)
    
    it makes or maintains deposits with a person
carrying on banking business within the British
Virgin Islands ;(h)
    
    it makes or maintains of professional contact
with solicitors, barristers, accountants,
bookkeepers, trust companies, administration
companies, investment advisers or other similar
persons carrying on business within the British
Virgin Islands;(i)
    
    it prepares or maintains books and records
within the British Virgin Islands:(j)
    
    it holds, within the British Virgin Islands,
meetings of its directors or members:(k)
    
    it holds a lease of property for use as an
office from which to communicate with members or
where books and records of the Company are
prepared or maintained;(l)
    
    it holds shares, debt obligations or other
securities in a company incorporated under the
International Business Companies Act or under
the Companies Act; or(m)
    
    shares, debt obligations or other securities in
the Company are owned by any person resident in
the British Virgin Islands or by any company
incorporated under the International Business
Companies Act or under the Companies Act. LIMITATION OF LIABILITY  6.
    
    The liability of members of the Company is limited. CURRENCY  7.
    
    Shares in the Company shall be issued in the currency
of the United States of America. - 3 -




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AUTHORISED CAPITAL  8.
    
    The authorized capital of the Company is
US$25,000,000.00 CLASSES, NUMBER AND PAR VALUE OF SHARES  9.
    
    The authorized capital is made up of one class and
one series of shares divided into 2,500,000,000
 shares of US$0.01 par value. DESIGNATIONS, POWERS, PREFERENCES, ETC. OF SHARES  10.
    
    All shares shall  (a)
    
    have one vote each;(b)
    
    be subject to redemption, purchase or
acquisition by the Company for fair value; and(c)
    
    have the same rights with regard to dividends
and distributions upon liquidation of the
Company. VARIATION OF CLASS RIGHTS  11.
    
    If at any time the authorized capital is divided
into different classes or series of shares, the
rights attached to any class or series (unless
otherwise provided by the terms of issue of the shares of that class or series) may, whether or not
the Company is being would up, be varied with the
consent in writing of the holders of not less than
three-fourths of the issued shares of that class or
series and of the holders of not less than
three-fourths of the issued shares of any other
class or series of shares Which may be affected such variation. RIGHTS NOT VARIED BY THE ISSUE OF SHARES PARI
PASSU  12.
    
    The rights conferred upon the holders of the shares
of any class issued with preferred or other rights
shall not, unless otherwise expressly provided by
the terms of issue of the shares of that class, be
deemed to be varied by the creation or issue of
further shares ranking pari passu therewith. REGISTERED SHARES  13.
    
    Shares shall be issued as registered shares. TRANSER OF REGISTERED SHARES  14.
    
    Subject to the provisions of Regulation 39 of the
Articles of Association annexed hereto (the
Articles of Association), registered shares in the
Company may be transferred, subject to the prior or
subsequent approval of the Company as evidenced by a
resolution of members. AMENDMENT OF MEMORANDUM AND ARTICLES OF ASSOCATION  15.
    
    The Company may amend its Memorandum of Association
and Articles of Association by a special resolution
of members. DEFINITIONS  16.
    
    The meanings of words in this Memorandum of
Association are as defined in the Articles of
Association. We, HWR SERVICES LIMITED, of P.O. Box 71, Craigmuir Chambers, Road Town, Tortola, British Virgin Islands for
purpose of incorporating an International Business Company under the laws of the British Virgin Islands hereby
subscribe our name to this Memorandum of Association the 1st day of June, 1995. SUBSCRIBER
    
    HWR SERVICES LIMITED(Sd.) E.T.POWELLAuthorised SignatoryIn the presence of: WITNESS(Sd.) Fandy Tsoi9/F Ruttonjee House11 Duddell Street, CentralHong KongAdministrative Assistant
 - 4 -




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TERRITORY OF THE BRITISH VIRGIN ISLANDS THE INTERNATIONAL BUSINESS COMPANIES ACT(CAP. 291) ARTICLES OF ASSOCIATION OF TRAMFORD INTERNATIONAL LIMITED PRELIMINARY  1.
    
    In these Articles, if not inconsistent with the
subject or context, the words and expressions standing
in the first column of the following table shall bear
the meanings set opposite them respectively in the
second column thereof. Words
    
    MeaningCapital
    
    The sum of the aggregate par value of
all outstanding shares with par value of
the Company and shares with par value
held by the Company as treasury shares
plus(a)
    
    the aggregate of the amounts designated as
capital of all outstanding shares
without par value of the Company and
shares without par value held by the
Company as treasury shares, and(b)
    
    the amounts as are from time to time transferred
from surplus to capital by a
resolution of directors.member
    
    A person who holds shares in the Company.person
    
    An individual, a corporation, a trust,
the estate of a deceased individual, a
partnership or an unincorporated
association of persons.resolution of directors
    
    A resolution approved
at a duly
convened and constituted meeting of directors of the
Company by the affirmative vote of at
least two-thirds of the directors present
at the meeting who voted and did not
abstain, or a resolution consented to in
writing by at least two-thirds of the
directors of the Company.resolution of
    
    (a)
    
    resolution
approved at a duly convened and
constituted meeting
of the members of the Company by
the affirmative vote of(i)
    
    In the case of an ordinary resolution, a simple
majority and in the case of a
special resolution not less than
75%, of the votes of the shares
entitled to vote thereon which
were present at the meeting and
were voted and not abstained, or(ii)
    
    In the case of an ordinary resolution, a simple
majority and in the case of a
special resolution not less than
75%, of the votes of each class or
series of shares which were
present at the meeting and
entitled to vote thereon as a
class or series and were voted and
not abstained and of a simple
majority of the votes of the
remaining shares entitled to vote
thereon which were present at the
meeting and were voted and not
abstained; or(b)
    
    a resolution (be it ordinary resolution or
special resolution) consented to
in writing by(i)
    
    75% of the votes of shares entitled to vote
thereon, or(ii)
    
    75% of the votes of each class or series of
shares entitled to vote thereof as
a class or series and of an
absolute majority of the votes of
the remaining shares entitled to
vote thereon.Securities
    
    Shares and debt obligations of every
kind, and options, warrants and rights
to acquire shares, or debt obligations.
 - 5 -




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Words
    
    Meaningsurplus
    
    The excess, if any, at the time of the
determination of the total assets of
the Company over the aggregate of its
total liabilities, as shown in its
books of account, plus the Companys
Capital.the Act
    
    The International Business Companies Act
(Cap. 291) including any modification,
extension, re-enactment or renewal
thereof and any regulations made
thereunder.the Memo-random
    
    The Memorandum of Association of the
Company as originally framed or as from time to
time amended.the Seal
    
    Any Seal which has been duly adopted as
the Seal of the Company.these
Articles
    
    These Articles of Association as
originally framed or as from time to
time amended.treasuryshares
    
    Shares in the Company that were
previously issued but were repurchased, redeemed or
otherwise acquired by the Company and
not cancelled.
  2.
    
    Written or any term of like import includes words
typewritten, printed, painted engraved, lithographed,
photographed or represented or reproduced by any mode
of reproducing words in a visible form, including
telex, facsimile, telegram and cable.3.
    
    Save as aforesaid any words or expressions defined in
the Act shall bear the same meaning in these Articles.4.
    
    Whenever the singular or plural number, or the
masculine, feminine or neuter gender is used in these
Articles, it shall equally, where the context admits,
include the others.5.
    
    A reference in these Articles to voting in relation to shares shall be construed as a reference to voting by
members holding the shares except that it is the votes
allocated to the shares that shall be counted and not
the number of members who actually voted and a
reference to shares being present at a meeting shall
be given a corresponding construction.6.
    
    A reference to money in these Articles is, unless
otherwise stated, a reference to the currency in which shares
in the Company shall be issued according to the
provisions of the Memorandum. REGISTERED SHARES  7.
    
    Every member holding registered shares in the Company
shall be entitled to a certificate signed by a
director or officer of the Company and under the seal
specifying the share or shares held by him and the
signature of the director or officer and the Seal may
be facsimiles.8.
    
    Any member receiving a share certificate for
registered shares shall indemnify and hold the Company
and its directors and officers harmless from any loss
or liability which it or they may incur by reason of
any wrongful or fraudulent use or representation made
by any person by virtue of the possession thereof. If
a share certificate for registered shares is worn out
or lost it may be renewed on production of the worn
out certificate or on satisfactory proof of its loss
together with such indemnity as may be required by a
resolution of directors.9.
    
    If several persons are registered as joint holders of
any shares, any one of such persons may give an
effectual receipt for any dividend payable in respect
of such shares. BEARER SHARES  10.
    
    The Company shall not create or issue bearer shares or
warrants. SHARES, AUTHORISED CAPITAL, CAPITAL AND
SURPLUS  11.
    
    Subject to the provisions of these Articles, the
unissued shares of the Company shall be at the
disposal of the directors who may, without limiting or
affecting any rights previously conferred on the
holders of any existing shares or class or series of shares, offer, allot, grant options over or otherwise
dispose of shares to such persons, at such times and
upon such terms and conditions as the Company may be
special resolution of members determine.12.
    
    No share in the Company may be issued until the
consideration in respect thereof its fully paid, and
when issued the share is for all purposes fully paid
and non-assessable save that a share issued for a
promissory note or other written obligation for
payment of a debt may be issued subject to forfeiture
in the manner prescribed in these Articles.13.
    
    Shares in the Company shall be issued for money,
services rendered, personal property, an estate in
real property, a promissory note or other binding
obligation to contribute money or property or any
combination of the foregoing as shall be determined by
a special resolution of members.14.
    
    Shares in the Company may be issued for such amount of
consideration as the members may from time to time by
special resolution of members determine, except that
in the case of shares with par value, the amount shall
not be less than the par value, and in the absence of
fraud the decision of the directors as to the value of
the consideration received by the Company in respect
of the issue is - 6 -




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conclusive unless a question of law is involved. The
consideration in respect of the shares constitutes
capital to the extent of the par value and the excess
constitutes surplus.15.
    
    A share issued by the Company upon conversion of, or
in exchange for, another share or a debt obligation or
other security in the Company, shall be treated for
all purposes as having been issued for money equal to
the consideration received or deemed to have been
received by the Company in respect of the other share,
debt obligation or security.16.
    
    Treasury shares may be disposed of by the Company on
such terms and conditions (not otherwise inconsistent
with these Articles) as the Company may be special
resolution of members determine.17.
    
    The Company may issue fractions of a share and a
fractional share shall have the same corresponding
fractional liabilities, limitations, preferences,
privileges, qualifications, restrictions, rights and
other attributes of a whole share of the same class or
series of shares.18.
    
    Upon the issue by the Company of a share without par
value, if an amount is stated in the Memorandum to be
authorized capital represented by such shares then
each share shall be issued for no less than the
appropriate proportion of such amount which shall
constitute capital, otherwise the consideration in
respect of the share constitutes capital to the extent
designated by the members and the excess constitutes
surplus, except that the members must designate as
capital an amount of the consideration that is at
least equal to the amount that the share is entitled
to as a preference, if any, in the assets of the
Company upon liquidation of the Company.19.
    
    The Company may purchase, redeem or otherwise acquire
and hold its own shares but only out of surplus or in
exchange for newly issued shares of equal value.20.
    
    Subject to provisions to the contrary in  (a)
    
    the Memorandum or these Articles;(b)
    
    the designations, powers, preferences, rights,
qualifications, limitations and restrictions with
which the shares were issued; or  the company may not purchase, redeem or otherwise
acquire its own shares without the consent of members
whose shares are to be purchased, redeemed or
otherwise acquired.21.
    
    No purchase, redemption or other acquisition of shares
shall be made unless the directors determine that
immediately after the purchase, redemption or other
acquisition the Company will be able to satisfy its
liabilities as they become due in the ordinary course
of its business and the realizable value of the assets
of the Company will not be less than the sum of its
total liabilities, other than deferred taxes, as shown
in the books of account, and its capital and, in the
absence of fraud, the decision of the directors as to
the realizable value of the assets of the Company is
conclusive, unless a question of law is involved.22.
    
    A determination by the directors under the preceding
Regulation is not required where shares are purchased,
redeemed or otherwise acquired:  (a)
    
    pursuant to a right of a member to have his shares redeemed or to have his shares exchanged
for money or other property of the Company.(b)
    
    by virtue of a transfer of capital pursuant to
Regulation 51:(c)
    
    by virtue of the provisions of Section 83 of the
Act, or(d)
    
    pursuant to an order of the Court.  23.
    
    Shares that the Company purchases, redeems or
otherwise acquires pursuant to the preceding
Regulation may be cancelled or held as treasury shares
except to the extent that such shares are in excess of
80 percent of the issued shares of the Company in
which case they shall be cancelled but which shall be
available for reissue.24.
    
    Where shares in the Company are held by the Company as
treasury shares or are held by another company of
which the Company holds, directly or indirectly, shares having more than 50 percent of the votes in the
election of directors of the other company, such shares of the Company are not entitled to vote or to
have dividends paid thereof and shall not be treated
as outstanding for any purpose except for purposes of
determining the capital of the Company.25.
    
    The Company may purchase, redeem or otherwise acquire
its shares at a price lower than the fair value if
permitted by, and then only in accordance with, the
terms of  (a)
    
    the Memorandum or these Articles; or(b)
    
    a written agreement for the subscription for the shares to be purchased, redeemed or otherwise
acquired.  26.
    
    The Company may by a resolution of directors include
in the computation of surplus for any purpose the
unrealized appreciation of the assets of the Company,
and, in the absence of fraud, the decision of the
directors as to the value of the assets is conclusive,
unless a question of law is involved. MORTGAGES AND CHARGES OF REGISTERED SHARES  27.
    
    Members shall not mortgage or charge their registered shares in the Company except with the prior written
consent of a simple majority of members. Upon
satisfactory evidence thereof the Company shall give
effect to the terms of any valid mortgage or charge
except insofar as it may conflict with any
requirements herein contained for consent to the
transfer of shares.28.
    
    In the case of the mortgage or charge of registered shares there may be entered in the share register of
the Company at the request of the registered holder of
such shares  (a)
    
    a statement that that shares are mortgaged or
charged;(b)
    
    the name of the mortgagee or chargee; and(c)
    
    the date on which the aforesaid particular are
entered in the share register.  29.
    
    Where particulars of a mortgage or charge are
registered, such particulars shall be cancelled  (a)
    
    with the consent of the named mortgagee or
chargee or anyone authorized to act on his
behalf, or(b)
    
    upon evidence satisfactory to the directors of
the discharge of the liability secured by the
mortgage or charge and the issue of such
indemnities as the directors shall consider
necessary or desirable. - 7 -




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##### 



30.
    
    Whilst particulars of a mortgage or charge are
registered, no transfer of any share comprised therein
shall be effected without the written consent of the
named mortgagee or chargee or anyone authorized to act
on his behalf. FORFEITURE  31.
    
    When shares issued for a promissory note or other
written obligation for payment of a debt have been
issued subject to forfeiture, the provisions set forth
in the following four regulations shall apply.32.
    
    Written notice specifying a date for payment to be
made and the shares in respect of which payment is to
be made shall be served on the member who defaults in
making payment pursuant to a promissory note or other
written obligations to pay a debt.33.
    
    The written notice specifying a date for payment shall  (a)
    
    name a further date not earlier than the
expiration of 14 days from the date of service of
the notice on or before which payment required by
the notice is to be made; and(b)
    
    contain a statement that in the event of
non-payment at or before the time named in the
notice the shares, or any of them, in respect of
which payment is not made will be liable to be
forfeited.  34.
    
    Where a written notice has been issued and the
requirements have not been complied with within the
prescribed time, the directors may at any time before
tender of payment forfeit and cancel the shares to
which the notice relates.35.
    
    The Company is under no obligation to refund any
moneys to the member whose shares have been forfeited
and cancelled pursuant to these provisions. Upon
forfeiture and cancellation of the shares the member
is discharged from any further obligation to the
Company with respect to the shares forfeited and
cancelled. LIEN  36.
    
    The Company shall have a first and paramount lien on
every share issued for a promissory note or for any
other binding obligation to contribute money or
property or any combination thereof to the Company,
and the Company shall also have a first and paramount
lien on every share standing registered in the name of
a member, whether singly or jointly with any other
person or persons, for all the debts and liabilities
of such member or his estate to the Company, whether
the same shall have been incurred before or after
notice to the Company of any interest of any person
other than such member, and whether the time for the
payment or discharge of the same shall have actually
arrived or not, and notwithstanding that the same are
joint debts or liabilities of such member or his
estate and any other person, whether a member of the
Company or not. The Companys lien on a share shall
extend to all dividends payable thereof. The
directors may at any time either generally, or in any
particular case, waive any lien that has arisen or
declare any share to be wholly or in part exempt form
the provisions of this Regulation.37.
    
    In the absence of express provisions regarding sale in
the promissory note or other binding obligation to
contribute money or property, the Company may sell, in
such manner as the directors may by resolution of
directors determine, any share on which the Company
has a lien, but no sale shall be made unless some sum
in respect of which the lien exists is presently
payable nor until the expiration of twenty one days
after a notice in writing, stating and demanding
payment of the sum presently payable and giving notice
of the intention to sell in default of such payment,
has been served on the holder for the time being of
the share.38.
    
    The net proceeds of the sale by the Company of any shares on which it has a lien shall be applied in or
towards payment of discharge of the promissory note or
other binding obligation to contribute money or
property or any combination thereof in respect of
which the lien exists so far as the same is presently
payable and any residue shall (subject to a like lien
for debts or liabilities not presently payable as
existed upon the share prior to the sale) be paid to
the holder of the share immediately before such sale.
For giving effect to any such sale the directors may
authorize some person to transfer the share sold to
the purchaser thereof. The purchaser shall be
registered as the holder of the share and he shall not
be bound to see to the application of the purchase
money, nor shall his title to the share be affected by
any irregularity or invalidity in the proceedings in
reference to the sale. TRANSFER OF SHARES  39.
    
    Subject to any limitations in the Memorandum,
registered shares in the Company may be transferred by
a written instrument of transfer signed by the
transferor and containing the name and address of the
transferee, but in the absence of such written
instrument of transfer the directors may accept such
evidence of a transfer of shares as they consider
appropriate.40.
    
    The Company shall not be required to treat a
transferee of a registered share in the Company as a
member until the transferees name has been entered in
the share register.41.
    
    Subject to any limitations in the Memorandum, the
Company must on the application of the transferor or
transferee of a registered share in the Company enter
in the share register the name of the transferee of
the share save that the registration of transfers may
be suspended and the share register closed at such
times and for such periods as the Company may from
time to time by resolution of directors determine
provided always that such registration shall not be
suspended and the share register closed for more than
60 days in any period of 12 months. TRANSMISSION OF SHARES  42.
    
    The executor or administrator of a deceased member,
the guardian of an incompetent member or the trustee
of a bankrupt member shall be the only person
recognized by the Company as having any title to his
share but they shall not be entitled to exercise any
rights as a member of the Company until they have
proceeded as set forth in the next following three
regulations.43.
    
    The production of the Company of any document which is
evidence of probate of the will, or letters of
administration of the estate, or confirmation as
executor, of a deceased member or of the appointment
of a guardian of an incompetent member or the trustee
of a bankrupt member shall be accepted by the Company
even if the deceased, incompetent or bankrupt member
is domiciled outside the British Virgin Islands if the
document evidencing the grant of probate or letters of
administration, confirmation as executor, - 8 -




---



##### 



appointment as guardian or trustee in bankruptcy is
issued by a foreign court which had competent
jurisdiction in the matter. For the purpose of
establishing whether or not a foreign court had
competent jurisdiction in such a matter the directors
may obtain appropriate legal advice. The directors
may also require an indemnity to be given by the
executor, administrator, guardian or trustee in
bankruptcy.44.
    
    Any person becoming entitled by operation of law or
otherwise to a share or shares in consequence of the
death, incompetence or bankruptcy of any member may be
registered as a member upon such evidence being
produced as may reasonably be required by the
directors. An application by any such person to be
registered as a member shall for all purposes be
deemed to be a transfer of shares of the deceased,
incompetent or bankrupt member and the directors shall
treat it as such.45.
    
    Any person who has become entitled to a share or shares in consequence of the death, incompetence or
bankruptcy of any member may, instead of being
registered himself, request in writing that some
person to be named by him be registered as the
transferee of such share or shares and such request
shall likewise be treated as if it were a transfer.46.
    
    What amounts to incompetence on the part of a person
is a matter to be determined by the court having
regard to all the relevant evidence and the
circumstances of the case. REDUCTION OR INCREASE IN AUTHORISED CAPITAL OR CAPITAL  47.
    
    The Company may by a special resolution of members
amend the Memorandum to increase or reduce its
authorized capital and in connection therewith the
Company may in respect of any unissued shares increase
or reduce the number of such shares, increase or
reduce the par value of any such shares or effect any
combination of the foregoing.48.
    
    The Company may be special resolution of members amend
the Memorandum to  (a)
    
    divide the shares, including issued shares, of a
class or series into a larger number of shares of
the same class or series; or(b)
    
    combine the shares, including issued shares, of
a class or series into a smaller number of shares
of the same class or series.  provided, however, that where shares are divided or
combined under (a) or (b) of this Regulation, the
aggregate par value of the new shares must be equal to
the aggregate par value of the original shares.49.
    
    The capital of the Company may by a special resolution
of members be increased by transferring an amount of
the surplus of the Company to capital.50.
    
    Subject to the provisions of the two next succeeding
Regulations, the capital of the Company may by special
resolution of members be reduced by transferring an
amount of the capital of the Company to surplus.51.
    
    No reduction of capital shall be effected that reduces
the capital of the Company to an amount that
immediately after the reduction is less than the
aggregate par value of all outstanding shares with par
value and all shares with par value held by the
Company as treasury shares and the aggregate of the amounts designated as
capital of all outstanding shares without par value
and all shares without par value held by the Company
as treasury shares that are entitled to a preference,
if any, in the assets of the Company upon liquidation
of the Company.52.
    
    No reduction of capital shall be effected unless the
directors determine that immediately after the
reduction the Company will be able to satisfy its
liabilities as they become due in the ordinary course
of its business and that the realizable assets of the
Company will not be less than its total liabilities,
other than deferred taxes, as shown in the books of
the Company and its remaining capital, and, in the
absence of fraud, the decision of the directors as to
the realizable value of the assets of the Company is
conclusive, unless a question of law is involved. MEETINGS AND CONSENTS OF MEMBERS  53.
    
    The directors of the Company may convene meetings of
the members of the Company at such times and in such
manner and places within or outside the British Virgin
Islands as the directors consider necessary or
desirable.54.
    
    Upon the written request of members holding 10 percent
or more of the outstanding voting shares in the
Company the directors shall convene a meeting of
members.55.
    
    The directors shall give not less than 7 days notice
of meetings of members to those persons whose names on
the date the notice is given appear as members in the
share register of the Company and are entitled to vote
at the meeting.56.
    
    The directors may fix the date notice is given of a
meeting of members as the record date for determining
those shares that are entitled to vote at the meeting.57.
    
    A meeting of members may be called on short notice:  (a)
    
    if members holding not less than 80 percent of
the total number of shares entitled to vote on
all matters to be considered at the meeting, or
80 votes of each class or series of shares where
members are entitled to vote thereof as a class
or series together with not less than a 80
percent majority of the remaining votes, have
agreed to short notice of the meeting, or(b)
    
    if all members holding shares entitled to vote
on all or any matters to be considered at the
meeting have waived notice of the meeting and for
this purpose presence at the meeting shall be
deemed to constitute waiver.  58.
    
    A member may be represented at a meeting of members by
a proxy who may speak and vote on behalf of the member.59.
    
    The instrument appointing a proxy shall be produced at
the place appointed for the meeting before the time
for holding the meeting at which the person named in
such instrument proposes to vote.60.
    
    An instrument appointing a proxy shall be in
substantially the following form or such other form as
the Chairman of the meeting shall accept as properly
evidencing the wishes of the member appointing the
proxy. - 9 -




---



##### 



(Name of Company) I/We being a member of the above Company with shares HEREBY APPOINT of or failing him of
to be my/our proxy to vote for me/us at the meeting of
members to be held on the day of and at any adjournment thereof. (Any restrictions on voting to be inserted here.) Signed this day of Member  61.
    
    The following shall apply in respect of joint
ownership of shares:  (a)
    
    if two or more persons hold shares jointly each
of them may be present in person or by proxy at a
meeting of members an may speak as a member;(b)
    
    if only one of the joint owners are present in
person or by proxy they must vote as one.(c)
    
    if two or more of the joint owners are present
in person or by proxy they must vote as one.  62.
    
    A member shall be deemed to be present at a meeting of
members if he participates by telephone or other
electronic means and all members participating in the
meeting are able to hear each other.63.
    
    A meeting of members is duly constituted if, at the
commencement of the meeting, there are present in
person or by proxy not less than 65 percent of the
votes of the shares or class or series of shares
entitled to vote on resolutions of members to be
considered at the meeting. If a quorum be present,
notwithstanding the fact that such quorum may be
represented by only one person then such person may
resolve any matter and a certificate signed by such
person accompanied where such person be a proxy by a
copy of the proxy form shall constitute a valid
resolution of members.64.
    
    If within two hours from the time appointed for the
meeting a quorum is not present, the meeting, if
convened upon the requisition of members, shall be
dissolved; in any other case it shall stand adjourned
for one week at the same time and place or to such
other time and place as the directors may determine,
and if at the adjourned meeting there are present
within one hour from the time appointed for the
meeting in person or by proxy not less than one third
of the votes of the shares or each class or series of shares entitled to vote on the resolutions to be
considered by the meeting, those present shall
constitute a quorum but otherwise the meeting shall be
dissolved.65.
    
    At every meeting of members, the Chairman of the Board
of Directors shall preside as Chairman of the
meeting. If there is no Chairman of the Board of
Directors or if the Chairman of the Board of Directors
is not present at the meeting, the members present
shall choose some one of their number to be the
Chairman. If the members are unable to choose a
Chairman for any reason, then the person representing
the greatest number of voting shares present in person
or by prescribed form of proxy at the meeting shall
preside as chairman failing which the oldest
individual member or representative of a member
present shall take the chair.66.
    
    The Chairman may, with the consent of the meeting,
adjourn any meeting from time to time, and from place
to place, but no business shall be transacted at any
adjourned meeting other than the business left
unfinished at the meeting from which the adjournment
took place.67.
    
    At any meeting of the members the Chairman shall be
responsible for deciding in such manner as he shall
consider appropriate whether any resolution has been
carried or not and the result of his decision shall be
announced to the meeting and recorded in the minutes
thereof. If the Chairman shall have any doubt as to
the outcome of any resolution put to the vote, he
shall cause a poll to be taken of all votes cast upon
such resolution, but if the Chairman shall fail to
take a poll then any member present in person or by
proxy who disputes the announcement by the Chairman of
the result of any vote may immediately following such
announcement demand that a poll be taken and the
Chairman shall thereupon cause a poll to betaken. If
a poll is taken at any meeting, the result thereof
shall be duly recorded in the minutes of that meeting
by the Chairman.68.
    
    Any person other than an individual shall be regarded
as one member and subject to the specific provisions
hereinafter contained for the appointment of
representatives of such persons the right of any
individual to speak for or represent such member shall
be determined by the law of the jurisdiction where,
and by the documents by which, the person is
constituted or derives its existence. In case of
doubt, the directors may in good faith seek legal
advice from any qualified person and unless and until
a court of competent jurisdiction shall otherwise
rule, the directors may rely and act upon such advice
without incurring any liability to any member.69.
    
    Any person other than an individual which is a member
of the Company may by resolution of its directors of
other governing body authorize such person as it
thinks fit to act as its representative at any meeting
of the Company or of any class of members of the
Company, and the person so authorized shall be
entitled to exercise the same power on behalf of the
person which he represents as that person could
exercise if it were an individual member of the
Company.70.
    
    The Chairman of any meeting at which a vote is cast by
proxy or on behalf of any person other than an
individual may call for a notarially certified copy of
such proxy or authority which shall be produced within
7 days of being so requested or the votes cast by such
proxy or on behalf of such person shall be disregarded.71.
    
    Directors of the Company may attend and speak at any
meeting of members of the Company and at any separate
meeting of the holders of any class or series of shares in the Company.72.
    
    An action that may be taken by the members at a
meeting may also be taken by resolution of members
consented to in writing or by telex, telegram, cable
or facsimile or without the need for any notice. The
consent may be in the form of counterparts, each
counterpart being signed by one or more members.73.
    
    The following matters shall require a special
resolution of members:  (a)
    
    listing of the Companys shares (including the
common stock of its successor through a merger or
otherwise) other than for quotation on NASDAQ or
a stock exchange in the United States; - 10 -




---



##### 



(b)
    
    any amendment or modification to the
constitutive documents of the Company or any
subsidiary;(c)
    
    any acquisition of assets which is outside the
ordinary course of business of the Company or a
subsidiary, acquisition by purchase of shares,
merger, consolidation or other business
combination affecting the Company or any
subsidiary;(d)
    
    a substantial change in the primary business(es)
of the Company or any subsidiary;(e)
    
    any liquidation, dissolution, winding-up,
bankruptcy, insolvency or recapitalization of the
Company or any subsidiary or any sale, lease,
exchange or other disposition of all or a
substantial part of the assets of the Company and
its subsidiaries;(f)
    
    any change in the authorized share capital or
registered capital of the Company or any
subsidiary or the issuance of any shares or
options, warrants or other rights to purchase
such shares;(g)
    
    the incurrence of any indebtedness by the
Company or JingTai Industrial Investment Company
Limited which would cause the then aggregate
outstanding indebtedness of the Company and
JingTai Industrial Investment Company Limited to
exceed US$2,500,000; and(h)
    
    any decision to grant a lien or security
interest on the Common Shares of the Company, the shares of JingTai, or the equity interest in
either of the Joint Ventures. DIRECTORS  74.
    
    The first directors of the Company shall be appointed
by the subscriber to the Memorandum; and thereafter,
the directors shall be elected by the members.75.
    
    The number of directors should be no fewer than seven
(7) and no more than eleven (11).76.
    
    Each director shall hold office for the term, if any,
fixed by resolution of members or until his earlier
death, resignation or removal.77.
    
    A director may be removed from office, with or without
cause by a resolution of directors.78.
    
    A director may resign his office by giving written
notice of his resignation to the Company and the
resignation shall have effect form the date the notice
is received by the Company or from such later date as
may be specified in the notice.79.
    
    The directors may at any time appoint any person to be
a director to fill a vacancy in the board of
directors, but such appointment shall only take effect
until the next meeting of members. The directors
shall within 7 days of any such appointment give
written notice thereof to all members, and the members
may confirm such appointment at the next meeting of
members. A vacancy occurs through the death,
resignation or removal of a director but a vacancy or
vacancies shall not be deemed to exist where one or
more directors shall resign after having appointed his
or their successor or successors.80.
    
    The Company shall keep a register of directors
containing  (a)
    
    the names and addresses of the persons who are
directors of the Company(b)
    
    the date on which each person whose name is
entered in the register was appointed as a
director of the Company; and(c)
    
    the date on which each person named as a
director ceased to be director of the Company  81.
    
    A copy thereof shall be kept at the registered office
of the Company and the Company shall registered a copy
of the register with the Registrar of Companies.82.
    
    With the prior or subsequent approval by a resolution
of members, the directors may, by a resolution of
directors, fix the emoluments of directors with
respect to services to be rendered in any capacity to
the Company.83.
    
    A director shall not require a share qualification,
and may be an individual or a company. POWERS OF DIRECTORS  84.
    
    The business and affairs of the Company shall be
managed by the directors who may pay all expenses
incurred preliminary to and in connection with the
formation and registration of the Company and may
exercise all such powers of the Company as are not by
the Act of by the Memorandum or these Articles
required to be exercised by the members of the
Company, subject to any delegation of such powers as
may be authorized by these Articles and to such
requirements as may be prescribed by a resolution of
members; but no requirement made by a resolution of
members shall prevail if it be inconsistent with these
Articles nor shall such requirement invalidate any
prior act of the directors which would have been valid
if such requirement had not been made.85.
    
    The directors may, by a resolution of directors,
appoint any person, including a person who is a
director, to be an officer or agent of the Company.
The resolution of directors appointing an agent may
authorize the agent to appoint one or more substitutes
or delegates to exercise some or all of the powers
conferred on the agent by the Company.86.
    
    Every officer or agent of the Company has such powers
and authority of the directors, including the power
and authority to affix the Seal, as are set forth in
these Articles or in the resolution of directors
appointing the officer or agent, except that no
officer or agent has any power or authority with
respect to the matters requiring a resolution of
directors under the Act.87.
    
    Any director which is a body corporate may appoint any
person its duly authorized representative for the
purpose of representing it at meetings of the Board of
Directors or with respect to unanimous written
consents.88.
    
    The continuing directors may act notwithstanding any
vacancy in their body, save that if their number is
reduced to their knowledge below the number fixed by
or pursuant to these Articles as the necessary quorum
for a meeting of directors, the continuing directors
or director may act only for the purpose of appointing
directors to fill any vacancy that has arisen or
summoning a meeting or members.89.
    
    The directors may by resolution of directors exercise
all the powers of the Company to borrow money and to
mortgage or charge its undertakings and property on
any part thereof, to issue debentures, - 11 -




---



##### 



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.90.
    
    All cheques, promissory notes, drafts, bills of
exchange and other negotiable instruments and all
receipts for moneys paid to the Company, shall be
signed, drawn, accepted, endorsed or otherwise
executed, as the case may be, in such manner as shall
from time to time be determined by resolution of
directors.91.
    
    The Company shall maintain at its registered office a
register of mortgages, charges and other encumbrances
in which there shall be entered the following
particulars regarding each mortgage, charge or other
encumbrance:  (a)
    
    the sum secured;(b)
    
    the assets secured;(c)
    
    the name and address of the mortgagee, chargee
or other encumbrances;(d)
    
    the date of creation of the mortgage, charge or
other encumbrance; and(e)
    
    the date on which the particulars specified
above in respect of the mortgage, charge or other
encumbrance are entered in the register.  92.
    
    The Company may further determine by a resolution of
directors to register a copy of the register of
mortgages, charges or other encumbrances with the
Registrar of Companies. PROCEEDINGS OF DIRECTORS  93.
    
    The directors of the Company may meet at such times
and in such manner and places within or outside the
British Virgin Islands as the directors may determine
to be necessary or desirable.Subject to Regulation 96, a director may at any time
summon a meeting of the directors of the Company.94.
    
    A director shall be deemed to be present at a meeting
of directors if he participates by telephone or other
electronic means and all directors participating in
the meeting are able to hear each other.95.
    
    A director shall be given not less than 10 days notice
of meetings of directors, but a meeting of directors
held without 10 days notice having been given to all
directors shall be valid if all the directors entitled
to vote at the meeting who do not attend, waive notice
of the meeting and for this purpose, the presence of a
director at a meeting shall constitute waiver on his
part.96.
    
    A director may by a written instrument appoint an
alternate who need not be a director and an alternate
is entitled to attend meetings in the absence of the
director who appointed him and to vote or consent in
place of the director.97.
    
    The quorum necessary for the transaction of business
at a meeting of the Board of Directors of the Company
shall be five directors to be designated by a majority
of the shareholders each holding more than five
percent of the issued share capital of the Company.
If within half an hour from the time of the meeting
specified in the notice, such a quorum is not present,
the meeting shall stand adjourned for one week, to
begin on the same day of the following week at the
same time and place (notwithstanding that such day is
not a day on which the commercial banks in the
jurisdiction of the meeting are
such a quorum is still not present, those Directors
present, provided that there are al least two
Directors or their proxies are present, shall be
deemed a quorum and may transact the business for
which the adjourned meeting was originally convened.98.
    
    At every meeting of the directors the Chairman of the
Board of Directors shall preside as Chairman of the
meeting. If there is no Chairman of the Board of
Directors or if the Chairman of the Board of Directors
is not present at the meeting the Vice Chairman of the
Board of Directors shall preside. If there is no Vice
Chairman of the Board of Directors or if the if the
Vice Chairman of the Board of Directors is not present
at the meeting the directors present shall choose some
one of their number to be Chairman of the meeting.99.
    
    All resolutions of the Board of Directors shall
require the approval of at least two-thirds of the
Directors.100.
    
    An action that may be taken by the directors at a
meeting may also be taken by a resolution of directors
consented to in writing or by telex, telegram, cable
or facsimile without the need for any notice. The
consent may be in the form of counterparts, each
counterpart being signed by one or more directors.101.
    
    The directors shall cause the following corporate
records to be kept:  (a)
    
    minutes of all meetings of directors and members;(b)
    
    copies of all resolutions consented to by
directors and members; and(c)
    
    such other accounts and records as the directors
by resolution of directors consider necessary or
desirable in order to reflect the financial
position of the Company.  102.
    
    The books, records and minutes shall be kept at the
registered office of the Company, its principal place
of business or at such other place as the directors
determine. OFFICERS  103.
    
    The Company may by resolution of directors appoint
officers of the Company at such times as shall be
considered necessary or expedient. Such officers may
consist of a Chairman of the Board of Directors, a
Vice Chairman of the Board of Directors, a President
and one or more Vice Presidents, Secretaries, Chief
Executive Officer and Chief Financial Officer, and
such other officers as may from time to time be deemed
desirable. Any number of offices may be held by the
same person.104.
    
    The officers shall perform such duties as shall be
prescribed at the time of their appointment subject to
any modification in such duties as may be prescribed
thereafter by resolution of directors or resolution of
members, but in the absence of any specific allocation
of duties it shall be the responsibility of the
Chairman of the Board of Directors to preside at
meetings of directors and members, the Vice Chairman
to act in the absence of the Chairman, the President
to manage the day to day affairs of the Company, the
Vice Presidents to at in order of seniority in the
absence of the President but otherwise to perform such
duties as may be delegated to them by the President,
the Secretaries to maintain the share register,
minutes books and records (other than financial
records) of the Company and to ensure compliance with
all procedural requirements ensure compliance with all
procedural requirements imposed on the Company by
applicable law, and the Treasurer to be responsible
for the financial affairs of the Company. - 12 -




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105.
    
    The emoluments of all officers shall be fixed by
resolution of directors.106.
    
    The officers of the Company shall hold office until
their successors are duly elected and qualified, but
any officer elected or appointed by the directors may
be removed at any time, with or without cause, by
resolution of directors. Any vacancy occurring in
any office of the Company may be filled by resolution
of directors. CONFLICT OF INTERESTS  107.
    
    No agreement or transaction between the Company and
one or more of its directors or any person in which
any director has a financial interest or to whom any
director is related, including as a director of that
other person, is void or voidable for this reason
only or by reason only that the director is present
at the meeting of directors or at the meeting of the
committee of directors that approves that agreement
or transaction or that the vote or consent of the
director is counted for that purpose if the material
facts of the interest of each director in the
agreement or transaction and his interest in or
relationship to any other party to the agreement or
transaction are disclosed in good faith or are known
by the other directors and are approved by all the
other directors of the Company.108.
    
    Director who has an interest in any particular
business to be considered at a meeting of directors
or members may be counted for purposes of determining
whether the meeting is duly constituted. INDEMNIFICATION  109.
    
    Subject to the limitations hereinafter provided the
Company may indemnify against all expenses, including
legal fees, and against all judgments, fines and
amounts paid in settlement and reasonably incurred in
connection with legal, administrative or
investigative proceedings any person who  (a)
    
    is or was party or is threatened to be made a
party to any threatened, pending or completed
proceedings, whether civil, criminal,
administrative or investigative, by reason of
the fact that the person is or was a director,
an office or a liquidator of the Company; or(b)
    
    is or was, at the request of the Company,
serving as a director, officer or liquidator of,
or in any other capacity is or was acting for,
another company or a partnership, joint venture,
trust or other enterprise.  110.
    
    The Company may only indemnify a person if the person
acted honestly and in good faith with a view to the
best interests of the Company and, in the case of
criminal proceedings, the person had no reasonable
cause to believe that his conduct was unlawful.111.
    
    The decision of the directors as to whether the
person acted honestly and in good faith and with a
view to the best interests of the Company and as to
whether the person had no reasonable cause to believe
that his conduct was unlawful, is, in the absence of
fraud, sufficient for the purposes of these Articles,
unless a question of law is involved.112.
    
    The termination of any proceedings by any judgment,
order, settlement, conviction or the entering of a
nolle presager does not, by itself, create a
presumption that the person did not act honestly and
in good faith and with a view to the best interests
of the Company or that the person had reasonable
cause to believe that his conduct was unlawful.113.
    
    If a person to be indemnified has been successful in
defence of any proceedings referred to above the
person is entitled to be indemnified against all
expenses, including legal fees, and against all
judgments, fines and amounts paid in settlement and
reasonably incurred by the person in connection with
the proceedings.114.
    
    The Company may purchase and maintain insurance in
relation to any person who is or was a director, an
officer or a liquidator of the Company, or who at the
request of the Company is or was serving as a
director, an officer or a liquidator of, or in any
other capacity is or was acting for, another company
or a partnership, joint venture, trust or other
enterprise, against any liability asserted against
the person and incurred by the person in that
capacity, whether or not the Company has or would
have had the power to indemnify the person against
the liability as provided in these Articles. SEAL  115.
    
    The Company may have more than one Seal and
references herein to the Seal shall be references to
every Seal which shall have been duly adopted by
resolution of directors. The directors shall provide
for the safe custody of the Seal and for an imprint
thereof to be kept at the Registered office. Except
as otherwise expressly provided herein the Seal when
affixed to any written instrument shall be witnessed
and attested to by the signature of a director or any
other person so authorised from time to time by
resolution of directors. Such authorisation may be
before or after the seal is affixed may be general or
specific and may refer to any number of sealings.
The Directors may provide for a facsimile of the Seal
and of the signature of any director or authorised
person which may be reproduced by printing or other
means on any instrument and it shall have the same
force and validity as if the Seal had been affixed to
such instrument and the same had been signed as
herein before described. DIVIDENDS  116.
    
    The Company may by a resolution of directors declare
and pay dividends in money, shares, or other
property, but dividends shall only be declared and
paid out of surplus. In the event that dividends are
paid in specie the directors shall have
responsibility for establishing and recording in the
resolution of directors authorizing the dividends, a
fair and proper value for the assets to be so
distributed.117.
    
    The directors may from time to time pay to the
members such interim dividends as appear to the
directors to be justified by the profits of the
Company.118.
    
    The directors may, before declaring any dividend, set
aside out of the profits of the Company such sum as
they think proper as a reserve fund, and may invest
the sum so set apart as reserve fund upon such
securities as they may select.119.
    
    No dividend shall be declared and paid unless the
directors determine that immediately after the
payment of the dividend the Company will be able to
satisfy its liabilities as they become due in the
ordinary course of its business and the realizable
value of the assets of the Company will not be less
than the sum of its total liabilities, other than
deferred taxes, as shown in its books of account, and
its capital. In the absence of fraud, the decision
of the directors as to the realizable value of the
assets of the Company is conclusive, unless a
question of law is involved. - 13 -




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120.
    
    Notice of any dividend that may have been declared
shall be given to each member in manner hereinafter
mentioned and all dividends unclaimed for 3 years
after having been declared may be forfeited by
resolution of directors for the benefit of the
Company.121.
    
    No dividend shall bear interest as against the
Company and no dividend shall be paid on treasury shares or shares held by another company of which the
Company holds, directly or indirectly, shares having
more than 50 percent of the vote in electing
directors.122.
    
    A share issued as dividend by the Company shall be
treated for all purposes as having been issued for
money equal to the surplus that is transferred to
capital upon the issue of the share.123.
    
    In the case of a dividend of authorized but unissued shares without par value, an amount equal to the
aggregate par value of the shares shall be
transferred from surplus to capital at the time of
the distribution.124.
    
    In the case of a dividend of authorized but unissued shares without par value, the amount designated by
the directors shall be transferred from surplus to
capital at the time of the distribution, except that
the directors must designate as capital an amount
that is at least equal to the amount that the shares
are entitled to as a preference, if any, in the
assets of the Company upon liquidation of the Company.125.
    
    A division of the issued and outstanding shares of a
class or series of shares into a larger number of shares of the same class or series having a
proportionately smaller par value does not constitute
a dividend of shares. ACCOUNTS AND AUDIT  126.
    
    The Company may by resolution of members call for the
directors to prepare periodically a profit and loss
account and a balance sheet. The profit and loss
account and balance sheet shall be drawn up so as to
give respectively a true and fair view of the profit
or loss of the Company for the financial period and a
true and fair view of the state of affairs of the
Company as at the end of the financial period.127.
    
    The Company may by resolution of members call for the
accounts to be examined by auditors.128.
    
    The first auditors shall be appointed by resolution
of directors; subsequent auditors shall be appointed
by a resolution of members.129.
    
    The auditors may be members of the Company but no
director or other officer shall be eligible to be an
auditor of the Company during his continuance in
office.130.
    
    The remuneration of the auditors of the Company  (a)
    
    in the case of auditors appointed by the
directors, may be fixed by resolution of
directors;(b)
    
    subject to the foregoing, shall be fixed by
resolution of member or in such manner as the
Company may by resolution of members determine.  131.
    
    The auditors shall examine each profit and loss
account and balance sheet required to be served on
every member of the Company or laid before a meeting
of the members of the Company and shall state in a
written report whether or not.  (a)
    
    in their opinion the profit and loss account
and balance sheet give a true and fair view
respectively of the profit or loss for the
period covered by the accounts, and of the state
of affairs of the Company at the end of that
period, and(b)
    
    all the information and explanations required
by the auditors have been obtained.  132.
    
    The report of the auditors shall be annexed to the
accounts and shall be read at the meeting of members
at which the accounts are laid before the Company or
shall be served on the members.133.
    
    Every auditor of the Company shall have a right of
access at all times to the books of account and
vouchers of the Company, and shall be entitled to
require from the directors and officers of the
Company such information and explanations as he
thinks necessary for the performance of the duties of
the auditors.134.
    
    The auditors of the Company shall be entitled to
receive notice of, and to attend any meetings of
members of the Company at which the Companys profit
and loss account and balance sheet are to be
presented. NOTICES  135.
    
    Any notice, information or written statement to be
given by the Company to members may be served in the
case of members holding registered shares in any way
by which it can reasonably be expected to reach each
member or by mail addressed to each member at the
address shown in the share register.136.
    
    Any summons, notice, order, document, process,
information or written statement to be served on the
Company may be served by leaving it, or by sending it
by registered mail addressed to the Company, at its
registered office, or by leaving it with, or by
sending it by registered mail to, the registered
agent of the Company.137.
    
    Service of any summons, notice, order, document,
process, information or written statement to be
served on the Company may be proved by showing that
the summons, notice, order, document, process,
information or written statement was deliver to the
registered office or the registered agent of the
Company of that it was mailed in such time as to
admit to its being delivered to the registered office
or the registered agent of the Company in the normal
course of delivery within the period prescribed for
service and was correctly addressed and the postage
was prepaid. PENSION AND SUPERANNUATIO FUNDS  138.
    
    The directors may establish and maintain or procure
the establishment and maintenance of any
non-contributory or contributory pension or
superannuation funds for the benefit of, and give or
procure the giving of donations, gratuities,
pensions, allowances or emoluments, to any persons
who are or were at any time in the employment or
service of the Company or any company which is a
subsidiary of the Company or is allied to or
associated with the Company or with any such
subsidiary, or who are or were at any time directors
or offices of the Company or of any such other
company as aforesaid or who hold or held any salaried
employment or office in the Company or such other
company, or any persons in whose welfare the Company
or any such other company as aforesaid is or has been
at any time interested, and to the wives, widows,
families and dependents of any such person, and may
make payments for or towards the insurance of any
such person as - 14 -




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aforesaid, and may do any of the matters aforesaid
either alone or in conjunction with any such other
company as aforesaid. Subject always to the proposal
being approved by resolution of members, a director
holding any such employment, or office shall be
entitled to participate in and retain for his own
benefit any such donation, gratuity, pension
allowance or emolument. VOLUNTARY WINDING UP AND DISSOLUTION  139.
    
    The Company may voluntarily commence to wind up and
dissolve
by a special resolution of members but if the Company
has never issued shares it may voluntarily commence
to wind up and dissolve by resolution of directors. CONTINUATION  140.
    
    The Company may be resolution of members or by a
resolution passed unanimously by all directors of the
Company continue as a company incorporated under the
laws of a jurisdiction outside the British Virgin
Islands in the manner provided under those laws. We, HWR SERVICES LIMITED, of P.O. Box 71, Craigmuir Chambers, Road Town, Tortola,
British Virgin Islands for purpose of incorporating an International Business Company
under the laws of the British Virgin Islands hereby subscribe our name to this Articles
of Association the 1st day of June, 1995. SUBSCRIBER
    
    HWR SERVICES LIMITED(Sd.) E.T.POWELLAuthorised SignatoryIn the presence of: WITNESS(Sd.) Fandy Tsoi9/F Ruttonjee House11 Duddell Street, CentralHong KongAdministrative Assistant
 - 15 -