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EXHIBIT 3.1
TERRITORY OF THE BRITISH VIRGIN ISLANDS
 
 MEMORANDUM OF ASSOCIATION
 OF
 CHINA TECHNOLOGY DEVELOPMENT GROUP CORPORATION
 NAME
 1.
    
    The Name of the Company is CHINA TECHNOLOGY DEVELOPMENT GROUP CORPORATION.
 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 Harneys Corporate 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.




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(4)
    
    To enter into, carry on and participate in financial transactions and operations of
all kinds.(5)
    
    To research, develop, manufacture, construct, assemble, design, repair, refine,
develop, alter, convert, refit, prepare, treat, render marketable, process and otherwise
produce and to market, distribute and sell materials, fuels, chemicals, substances and
industrial, commercial and consumer products of all kinds, including notwithstanding the
generality of the foregoing to research, develop, manufacture, market, distribute and
sell food and beverage products, health and dietary supplements 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.(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




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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




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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.(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, directly 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




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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(i).
    
    And it is hereby declared that the intention is that 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:




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(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.
 AUTHORISED CAPITAL
 8.
    
    The authorized capital of the Company is US50,000,000.00.
 CLASSES, NUMBER AND PAR VALUE OF SHARES
 9.
    
    The authorized capital is made up of one class and one series of shares divided into
5,000,000,000 shares of US$0.01 par value.
 DESIGNATIONS, POWERS, PREFERENCES, ETC. OF SHARES
 10.
    
    All shares shall
 (a)
    
    have one vote each;




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(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.
 AMENDMENT OF MEMORANDUM AND ARTICLES OF ASSOCIATION
 14.
    
    The Company may amend its Memorandum of Association and Articles of Association by an
ordinary resolution of members.
 DEFINITIONS
 15.
    
    The meanings of words in this Memorandum of Association are as defined in the Articles of
Association.
  SUBSCRIBER
    
    HWR SERVICES LIMITED(Sd.) E.T.POWELL
Authorised SignatoryIn the presence of: WITNESS(Sd.) Fandy Tsoi9/F Ruttonjee House11 Duddell Street, CentralHong KongAdministrative Assistant




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TERRITORY OF THE BRITISH VIRGIN ISLANDS
 THE INTERNATIONAL BUSINESS COMPANIES ACT
(CAP. 291)
 ARTICLES OF ASSOCIATION
 OF
 CHINA TECHNOLOGY DEVELOPMENT GROUP CORPORATION
 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
    
    MeaningBoard or Directors
    
    The board of directors of the Company from time to time.Capital
    
    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.NASDAQ
    
    The Nasdaq Stock Market, Inc., a national securities exchange within the meaning of
Section 6 of the United States Securities Exchange Act of 1934, on which the shares of
the Company are listed for trading.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




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the directors present at the meeting who voted and did not
abstain, or a resolution consented to in writing by at of the directors of the Company.resolution of members
    
    (a)  resolution approved
at a duly  convened members 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 of the votes of the shares entitled to vote thereon 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 of the votes of the shares entitled to vote thereon 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.surplus
    
    The excess, if any, at the time of the determination of the total assets of the
Company over the aggregate of its total liabilities, as shown in its books of account,
plus the Companys Capital.the Act
    
    The International Business Companies Act (Cap. 291) including any modification,
extension, re-enactment or renewal thereof (including the BVI Business Companies Act 2004
to which the Company shall become subject) and any regulations made thereunder.the Memorandom
    
    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.treasury shares
    
    Shares in the Company that were previously issued but were repurchased, redeemed or otherwise acquired by the Company
and not cancelled.
 2.
    
    Written or any term of like import includes words typewritten, printed, painted engraved,
lithographed, photographed or represented or reproduced by any mode of reproducing words in a
visible form, including telex, facsimile, telegram and cable.




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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 by resolution of directors determine for so long as
the shares of the Company are listed on NASDAQ, or another national securities exchange,
provided that any allotment or issuance of new shares in excess of 20% of the shares
outstanding immediately prior to such allotment or issuance shall be subject to the approval
by an ordinary resolution of the members.
 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.




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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 resolution of directors.
 14.
    
    Shares in the Company may be issued for such amount of consideration as may from time to time
by resolution of directors be determined, except that in the case of shares with par value,
the amount shall not be less than the par value, and in the absence of fraud the decision of
the directors as to the value of the consideration received by the Company in respect of the
issue is conclusive unless a question of law is involved. The consideration in respect of the
shares constitutes capital to the extent of the par value and the excess constitutes surplus.
 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 by a resolution of directors 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 a resolution of directors and the excess constitutes surplus, except that a
resolution of directors must designate as capital an amount of the consideration that is at
least equal to the amount that the share is entitled to as a preference, if any, in the assets
of the Company upon liquidation of the Company.
 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; or(b)
    
    the designations, powers, preferences, rights, qualifications, limitations and
restrictions with which the shares were issued,.
  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.




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22.
    
    A determination by the directors under the preceding Regulation is not required where shares
are purchased, redeemed or otherwise acquired:
 23.
    
    (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.
 24.
    
    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.
 25.
    
    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.
 26.
    
    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.
 27.
    
    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
 28.
    
    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.
  (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.




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##### 



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.
 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.




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##### 



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.
    
    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.41A.
    
    In the case of uncertificated Shares, and subject to the Act, a member shall be entitled to
transfer his shares and other securities by means of a relevant system and the operator of the
relevant system shall act as agent of the members for the purposes of the transfer of shares
or other securities.
  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




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##### 



trustee of a bankrupt member
shall be accepted by the Company even if the deceased, incompetent or bankrupt member is
domiciled outside the British Virgin Islands if the document evidencing the grant of probate
or letters of administration, confirmation as executor, appointment as guardian or trustee in
bankruptcy is issued by a foreign court which had competent jurisdiction in the matter. For
the purpose of establishing whether or not a foreign court had competent jurisdiction in such
a matter the directors may obtain appropriate legal advice. The directors may also require an
indemnity to be given by the executor, administrator, guardian or trustee in bankruptcy.
 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 an ordinary 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 by an ordinary 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.
  49.
    
    The capital of the Company may by an ordinary 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 ordinary 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 shall convene an annual meeting of the members of the Company
for the election of directors and such other matters as the directors shall propose for
consideration. In addition, the directors 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 20 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 21 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.




---



##### 



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 the holders of not less than 33.33 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 33.33 per
cent 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. All
voting shall be conducted by poll. The result of any voting by poll shall be duly recorded in
the minutes of that meeting by the Chairman




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##### 



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.
    
    Intentionally deleted.
 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 two (2).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 from 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 end at the next annual meeting of members. The
directors shall within 7 days of any such appointment give written notice thereof to all
members. A vacancy occurs through the death, resignation or removal of a director.80.
    
    The Company shall keep a register of directors containing




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##### 



(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 subject
to the determination of the Compensation Committee, 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.83A.
    
    Notwithstanding any other provisions in the Articles, at each annual meeting of members
one-third of the directors for the time being (or, if their number is not a multiple of three,
the number nearest to but not more than one-third) shall retire from office by rotation
provided that every director shall be subject to retirement at least once every three years.83B.
    
    A retiring director shall be eligible for re-election and shall continue to act as a director
throughout the meeting at which he retires. The directors to retire by rotation shall include
any director who wishes to retire and not to offer himself for re-election. Any further
directors to retire shall be those of the other directors subject to retirement by rotation
who have been longest in office since their last re-election or appointment and so that as
between those persons who became or were last elected directors on the same day those to
retire shall be determined by lot.83C.
    
    No person other than a person retiring at the meeting shall unless recommended by the
directors for election be eligible for election as a director at a meeting unless a notice
signed by a member (other than the person to be proposed) who is qualified to attend at the
meeting for which such notice is given of his intention to propose such person for election
and also a notice signed by the person to be proposed of his willingness to be elected shall
have been lodged at the head office of the 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, 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.94.
    
    Subject to Regulation 95, a director may at any time summon a meeting of the directors of the
Company.95.
    
    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.96.
    
    A director shall be given not less than 7 days notice of meetings of directors, but a meeting
of directors held without 7 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




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##### 



notice of the
meeting and for this purpose, the presence of a director at a meeting shall constitute waiver
on his part.97.
    
    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.98.
    
    The quorum necessary for the transaction of business at a meeting of the Board of Directors
of the Company shall be two third of the members of the Board of Directors 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 open for business) and, if at such
adjourned meeting, such a quorum is still not present, those Directors present, provided that
there are at 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.99.
    
    At every meeting of the directors, the directors present shall choose some one of their
number to be the Chairman of the meeting.100.
    
    All resolutions of the Board of Directors shall require the approval of at least two-thirds
of the Directors.101.
    
    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.
  (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, subject to the recommendations of the Nominating
Committee, 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 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




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##### 



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 Chief Financial Officer to be responsible
for the financial affairs of the Company.105.
    
    The emoluments of all officers shall be fixed by resolution of directors, subject to the
recommendations of the Compensation Committee.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.
 NOMINATING COMMITTEE
 106A.
    
    For as long as the shares of the Company remain listed on the NASDAQ exchange, the directors
shall establish and maintain a Nominating Committee of the Board of Directors, the composition
and responsibilities of which shall comply with the NASDAQ listing standards and rules and
regulations of the United States Securities and Exchange Commission.
 106B.
    (1)
    
    The directors shall adopt a formal written Nominating Committee charter and review and
assess the adequacy of the formal written charter on an annual basis.(2)
    
    The Nominating Committee shall meet as frequently as necessary to carry out its
responsibilities under the Nominating Committee charter.
 106C.
    
    The purpose of the Nominating Committee is to assist the Board of Directors in its oversight
of the following: (a) identification of individuals qualified to become Board members, (b)
recommendation to the Board of Directors of candidates to fill Board vacancies and
newly-created director positions, (c) recommendation as to whether incumbent directors should
be nominated for re-election to the Board upon the expiration of their terms, and (d)
overseeing of the evaluation of the Boards performance.
 COMPENSATION COMMITTEE
 106D.
    
    For as long as the shares of the Company remain listed on NASDAQ, the directors shall
establish and maintain a Compensation Committee of the Board of Directors, the composition and
responsibilities of which shall comply with the NASDAQ listing standards and rules and
regulations of the United States Securities and Exchange Commission.
 106E.
    (1)
    
    The directors shall adopt a formal written Compensation Committee charter and review and
assess the adequacy of the formal written charter on an annual basis.(2)
    
    The Compensation Committee shall meet as frequently as necessary to carry out its
responsibilities under the Compensation Committee charter.
 106F.
    
    The purpose of the Compensation Committee is to assist the Board of Directors in its
oversight of the following: (i) establishment and administration of the Companys policies,
programs and procedures for compensating its senior management and Board of Directors; (ii)
recommendation to the Board of Directors, for the Boards determination, as to suitable
compensation for the Chief Executive Officer and all other executive officers of the Company;
and (iii) production of a report on executive compensation for inclusion in the Companys
proxy statement for its annual meeting of members in accordance with applicable rules and
regulations.




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##### 



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




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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.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.




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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
 126A.
    
    The directors shall cause to be prepared annual financial statements consisting of statement
of profit and loss, balance sheet, statements of cash flows and statements of changes in
equity, giving a true and fair view of the results, financial condition, cash flows and
changes in members equity as of and for the period ended on the balance sheet date. The
directors may also cause such financial statements to be prepared for such other periods as
they may determine. For so long as the shares of the Company are listed on NASDAQ or another
national securities exchange, the directors shall ensure that the financial statements are
fairly presented in accordance with generally accepted accounting principles in the United
States in effect from time to time.126B.
    
    The directors shall ensure that the Company maintains an adequate system of internal
controls over financial reporting. For so long as the shares of the Company are listed on
NASDAQ or another national securities exchange, the directors shall endeavor to ensure that
the system of internal controls complies with applicable NASDAQ listing standards, applicable
laws and the rules and regulations of the United States Securities and Exchange Commission.127.
    
    The directors shall cause the annual financial statements to be audited by independent
auditors. For so long as the shares of the Company are listed on NASDAQ or another national
securities exchange, the directors shall ensure that the auditors comply with standards of
independence established by the United States Securities and Exchange Commission and the
Public Company Accounting Oversight Board.128.
    
    The first auditors shall be appointed by resolution of directors; subsequent auditors shall
be appointed by an ordinary resolution of members.129.
    
    The independent registered accounting firm shall not be members of the Company.130.
    
    The remuneration of the independent registered accounting firm of the Company:
 (a)
    
    in the case of independent registered accounting firm appointed by the directors,
may be fixed by resolution of directors;(b)
    
    subject to the foregoing, shall be fixed by resolution of members or in such manner
as the Company may by resolution of members determine.
 131.
    
    The independent registered accounting firm shall examine the financial statements 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 the financial statements give a true and fair view of the
results, financial condition, cash flows and changes in members equity as of and for the
period ended on the balance sheet date, and(b)
    
    all the information and explanations required by the independent registered
accounting firm have been obtained.




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132.
    
    The report of the independent registered accounting firm 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 independent registered accounting firm 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 independent registered accounting firm 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 financial
statements are to be presented.
 AUDIT COMMITTEE
 134A.
    
    As long as the shares of the Company remain listed on NASDAQ, the directors shall establish
and maintain an Audit Committee of the Board of Directors, the composition and
responsibilities of which shall comply with the NASDAQ listing standards and rules and
regulations of the United States Securities and Exchange Commission.
 134B.
    (1)
    The directors shall adopt a formal written audit committee charter and review and assess
the adequacy of the formal written charter on an annual basis.(2)
    The Audit Committee shall meet at least two times every financial year, and may
call special meetings as required.
 134C.
    
    The purpose of the Committee is to assist the Board of Directors in its oversight of (a) the
integrity of the Companys financial statements; (b) the Companys compliance with legal and
regulatory requirements; (c) the qualifications and independence of the independent registered
accounting firm appointed by the Company; and (d) the performance of the independent
registered accounting firm and of the Companys internal audit function.
 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 delivered to the registered office or the
registered agent of the Company or that it was mailed in such time as to admit to its being
delivered to the registered office or the registered agent of the Company in the normal course
of delivery within the period prescribed for service and was correctly addressed and the
postage was prepaid.
 PENSION AND SUPERANNUATION FUNDS
 138.
    
    The directors may establish and maintain or procure the establishment and maintenance of any
non-contributory or contributory




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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 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 an ordinary 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 by resolution of members or by a resolution passed unanimously by all
directors of the Company continue as a company incorporated under the laws of a jurisdiction
outside the British Virgin Islands in the manner provided under those laws.
  SUBSCRIBER
    
    HWR SERVICES LIMITED(Sd.) E.T.POWELLAuthorised SignatoryIn the presence of: WITNESS(Sd.) Fandy Tsoi9/F Ruttonjee House11 Duddell Street, CentralHong KongAdministrative Assistant