Unassociated Document


    Exhibit
      4.2

    


     

    THE
      COMPANIES LAW (2004 REVISION)

     

    OF
      THE
      CAYMAN ISLANDS

     

    COMPANY
      LIMITED BY SHARES

     

    AMENDED
      AND RESTATED ARTICLES OF ASSOCIATION

     

    OF

     

    ACTIONS
      SEMICONDUCTOR CO., LTD

     

    炬力集成電路有限公司

     

    ADOPTED
      BY SPECIAL RESOLUTION PASSED ON

     

    (Adopted
      by Special Resolution passed on 27 September 2005)

    


     

    INTERPRETATION

     

    
      	
              1

            	
              In
                these Articles, Table A in the Schedule to the Companies Law (2004
                Revision) does not apply and, unless there is something in the subject
                or
                context inconsistent therewith,

            


    

     

    "ADS"
      shall
      mean an American depositary share, evidenced by an American depositary receipt,
      if applicable, issued by JPMorgan Chase Bank, N.A. as depositary and
      representing an ownership interest in the shares.

     

    "Applicable
      Laws"
      shall
      mean the Companies Law and all other applicable laws and regulations, including
      without limitation, for so long as the ADSs of the Company are quoted on Nasdaq,
      the rules or regulations issued by Nasdaq, and the relevant laws and regulations
      of the United States in force from time to time.

     

    "Articles"
      means
      these Articles as originally framed or as from time to time altered by Special
      Resolution.

     

    "Audit
      Committee"
      shall
      mean the audit committee established pursuant to Article 100(e) -
      (i).

     

    "Auditors"
      means
      the persons for the time being performing the duties of auditors of the Company
      (if any).

     

    "Board"
      means
      the Board of the Directors as defined in Article 80.

     

    "the
      Chairman"
      shall
      mean the Chairman presiding at any meeting of members or of the
      Board.

     

    
      
        
        

      

      
        -
          1
          -

        
          

        

      

      
        
        

      

    

     

    "Companies
      Law"
      means
      the Companies Law (2004 Revision) of the Cayman Islands and any amendments
      thereto or re-enactments thereof for the time being in force and includes every
      other law incorporated therewith or substituted therefor. 

     

    "Company"
      means
      Actions Semiconductor Co., Ltd, the Chinese translation of which is
炬力集成電路有限公司.

     

    "Compensation
      Committee"
      means
      the compensation committee established pursuant to Article 100(j).

     

    "debenture" means
      debenture stock, mortgages, bonds and any other such securities of the Company
      whether constituting a charge on the assets of the Company or not.

     

    "Directors"
      means
      the directors for the time being of the Company.

     

    "dividend"
      includes interim bonuses and distributions permitted by the Companies Law to
      be
      catogorised as dividends.

     

    "Electronic
      Record"
      has the
      same meaning as in the Electronic Transactions Law (2003 Revision).

     

    "Family
      Member"
      means a
      person's spouse, parents, children and siblings, whether by blood, marriage
      or
      adoption or anyone residing in such person's home.

     

    "Independent
      Director"
      shall
      mean a Director who is an independent director as defined in the NASD Manual
      & Notices to Members as amended from time to time, and none of the following
      persons shall be considered an Independent Director:

     

    
      	
            	(a)	
              a
                Director who is, or at any time during the past three years was,
                employed
                by the Company or by any parent or subsidiary of the
                Company;

            


    

     

    
      	
            	(b)	
              a
                Director who accepted or who has a Family Member who accepted any
                payments
                from the Company or any parent or subsidiary of the Company in excess
                of
                US$60,000 during the current fiscal year or any of the past three
                fiscal
                years, other than compensation for board or board committee service,
                payments arising solely from investments in the Company’s securities,
                compensation paid to a Family Member who is a non-executive employee
                of
                the Company or a parent or subsidiary of the Company, benefits under
                a
                tax-qualified retirement plan, or loans permitted under 13(k) of
                the U.S.
                Securities Act of 1933;

            


    

     

    
      	
            	(c)	
              a
                Director who is a Family Member of an individual who is, or at any
                time
                during the past three years was employed by the Company or by any
                parent
                or subsidiary of the Company as an executive
                officer;

            


    

     

    
      	
            	(d)	
              a
                Director who is, or who has a Family Member who is, a partner in,
                or a
                controlling shareholder of an executive officer of, any organization
                to
                which the Company made, or from which the Company received, payments
                for
                property or services in the current or any of the past three fiscal
                years
                that exceed 5% of the recipient’s consolidated gross revenues for that
                year, or US$200,000, whichever is more other than the
                following:

            


    

     

    
      
        
        

      

      
        -
          2
          -

        
          

        

      

      
        
        

      

    

     

    
      	i.  	
              payments
                arising solely from investments in the Company's securities;
                or

            


    

     

    
      	ii.  	
              payments
                under non-discretionary charitable matching
                programs;

            


    

     

    
      	
            	(e)	
              a
                Director who is, or has a Family Member who is, employed as an executive
                officer of another entity where at any time during the past three
                years
                any of the executive officers of the listed Company serve on the
                compensation committee of such other entity;
                or

            


    

     

    
      	
            	(f)	
              a
                Director who is, or has a Family Member who is, a current partner
                of the
                Company’s outside auditor, or was a partner or employee of the Company's
                outside auditor who worked on the Company’s audit at any time, during the
                past three years.

            


    

     

    "Member"
      shall
      bear the same meaning as in the Companies Law.

     

    "Memorandum"
      means
      the memorandum of association of the Company as originally framed or as from
      time to time altered by Special Resolution.

     

    "month"
      means
      calendar month.

     

    "Nasdaq"
      shall
      mean the Nasdaq National Market in the United States.

     

    "Nominations
      Committee"
      shall
      mean the nominations committee established pursuant to Article
      100(k).

     

    "Ordinary
      Resolution"
      means a
      resolution passed by a simple majority of the Members as, being entitled to
      do
      so, vote in person or, where proxies are allowed, by proxy at a general meeting,
      and includes a unanimous written resolution. In computing the majority when
      a
      poll is demanded regard shall be had to the number of votes to which each Member
      is entitled by the Articles.

     

    "paid
      up"
      means
      paid up and/or credited as paid up.

     

    "principal
      register"
      shall
      mean the Register of Members of the Company maintained at such place within
      or
      outside the Cayman Islands as the Board shall determine from time to
      time.

     

    "Register
      of Members"
      means
      the register maintained in accordance with the Companies Law and includes
      (except where otherwise stated) any duplicate Register of Members.

     

    "Registered
      Office"
      means
      the registered office for the time being of the Company.

     

    "Related
      Party"
      shall
      mean:

     

    
      	 	
              (a)

            	
              any
                Director or executive officer of the
                Company;

            


    

     

    
      	 	
              (b)

            	
              any
                nominee for election as a Director;

            


    

     

    
      	 	
              (c)

            	
              any
                holder who is known to the Company to own of record or beneficially
                more
                than 5% of any class of the Company’s voting securities;
                and

            


    

     

    
      
        
        

      

      
        -
          3
          -

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (d)

            	
              any
                member of the immediate family of the foregoing
                persons.

            


    

     

    For
      purposes of this definition, a person’s immediate family shall include such
      person’s spouse, parents, children, siblings, mothers- and fathers-in-law, sons-
      and daughters-in-law, and brothers- and sisters-in-law.

     

    "Related
      Party Transactions"
      shall
      mean a transaction (other than a transaction of a revenue nature in the ordinary
      course of business) between the Company or any of its subsidiaries and a Related
      Party.

     

    "Seal"
      means
      the common seal of the Company and includes every duplicate seal.

     

    "SEC"
      shall
      mean the US Securities and Exchange Commission.

     

    "Secretary"
      includes an Assistant Secretary and any person appointed to perform the duties
      of Secretary of the Company.

     

    "Share"
      and
      "Shares"
      means a
      share or shares in the Company and includes a fraction of a share.

     

    "Share
      Premium Account"
      means
      the account of the Company which the Company is required by the Companies Law
      to
      maintain, to which all premiums over nominal or par value received by the
      Company in respect of issues of Shares from time to time are
      credited."Special
      Resolution" has
      the
      same meaning as in the Companies Law, and includes a unanimous written
      resolution.

     

    "United
      States"
      shall
      mean the United States of America, its territories, its possessions and all
      areas subject to its jurisdiction.

     

    "US$"
      shall
      mean United States dollars, the lawful currency of the United
      States.

     

    "written"
      and
      "in
      writing"
      include
      all modes of representing or reproducing words in visible form, including in
      the
      form of an Electronic Record.

     

    Words
      importing the singular number include the plural number and vice
      versa.

     

    Words
      importing the masculine gender include the feminine gender.

     

    Words
      importing persons include corporations.

     

    References
      to provisions of any law or regulation shall be construed as references to
      those
      provisions as amended, modified, re-enacted or replaced from time to
      time.

     

    Any
      phrase introduced by the terms "including", "include", "in particular" or any
      similar expression shall be construed as illustrative and shall not limit the
      sense of the words preceding those terms.

     

    Headings
      are inserted for reference only and shall be ignored in construing these
      Articles.

     

    
      
        
        

      

      
        -
          4
          -

        
          

        

      

      
        
        

      

    

     

    COMMENCEMENT
      OF BUSINESS

     

    
      	
              2

            	
              The
                business of the Company may be commenced as soon after incorporation
                as
                the Directors shall see fit.

            


    

     

    
      	
              3

            	
              The
                Directors may pay, out of the capital or any other monies of the
                Company,
                all expenses incurred in or about the formation and establishment
                of the
                Company including the expenses of
                registration.

            


    

     

     

    SHARE
      CAPITAL

     

    
      	
              4

            	
              The
                authorised share capital of the Company is US$2,000 divided into
                2,000,000,000 ordinary shares of a nominal or par value of US$0.000001
                each.

            


    

     

     

    ISSUE
      OF SHARES

     

    
      	5	
              Subject
                to the relevant provisions, if any, in the Memorandum and these Articles
                and to any direction that may be given by the Company in general
                meeting
                and without prejudice to any special rights previously conferred
                on the
                holders of existing Shares, the Directors may allot, issue, grant
                options
                over or otherwise dispose of Shares (including fractions of a Share)
                with
                or without preferred, deferred or other special rights or restrictions,
                in
                one or more series, whether with regard to dividend rights, dividend
                rates, conversion rights, voting rights, rights and terms of redemption
                and liquidation preferences or otherwise and to such persons, at
                such
                times and on such other terms as they think proper. The Company shall
                not
                issue Shares in bearer form.

            


    

     

     

    REGISTER
      OF MEMBERS AND SHARE CERTIFICATES

     

    
      	6	
              The
                Company shall maintain a Register of Members and every person whose
                name
                is entered as a Member in the Register of Members shall be entitled
                without payment to receive within two months after allotment or lodgement
                of transfer (or within such other period as the conditions of issue
                shall
                provide) one certificate for all his Shares or several certificates
                each
                for one or more of his Shares upon payment of fifty cents (US$0.50)
                for
                every certificate after the first or such less sum as the Directors
                shall
                from time to time determine provided that in respect of a Share or
                Shares
                held jointly by several persons the Company shall not be bound to
                issue
                more than one certificate and delivery of a certificate for a Share
                to one
                of the several joint holders shall be sufficient delivery to all
                such
                holders.

            


    

     

    
      	7	
              The
                Board shall cause to be kept at such place within or outside the
                Cayman
                Islands as they deem fit a principal register of the Members and
                there
                shall be entered therein the particulars of the Members and the Shares
                issued to each of them and other particulars required under the Companies
                Law.

            


    

     

    
      
        
        

      

      
        -
          5
          -

        
          

        

      

      
        
        

      

    

     

    
      	8	
              If
                the Board considers it necessary or appropriate, the Company may
                establish
                and maintain a branch register or registers of Members at such location
                or
                locations within or outside the Cayman Islands as the Board thinks
                fit.
                The principal register and the branch register(s) shall together
                be
                treated as the Register of Members for the purposes of these
                Articles.

            


    

     

    
      	9	
              The
                Board may, in its absolute discretion, at any time transfer any Share
                upon
                the principal register to any branch register or any Share on any
                branch
                register to the principal register or any other branch
                register.

            


    

     

    
      	10	
              The
                Company shall as soon as practicable and on a regular basis record
                in the
                principal register all transfers of Shares effected on any branch
                register
                and shall at all times maintain the principal register in such manner
                to
                show at all times the Members for the time being and the Shares
                respectively held by them, in all respects in accordance with the
                Companies Law.

            


    

     

    
      	11	
              The
                Register of Members may be closed at such times and for such periods
                as
                the Board may from time to time determine, either generally or in
                respect
                of any class of Shares, provided that the Register of Members shall
                not be
                closed for more than 30 days in any year (or such longer period as
                the
                members may by ordinary resolution determine provided that such period
                shall not be extended beyond 60 days in any
                year).

            


    

     

    
      	12	
              Every
                certificate for Shares or debentures or representing any other form
                of
                security of the Company may be issued under the Seal, which shall
                only be
                affixed with the authority of the Board or may be executed under
                hand by
                any two directors or as may otherwise be directed by the
                Board.

            


    

     

    
      	13	
              Every
                Share certificate shall specify the number of Shares in respect of
                which
                it is issued and the amount paid thereon or the fact that they are
                fully
                paid, as the case may be, and may otherwise be in such form as the
                Board
                may from time to time prescribe. 

            


    

     

    
      	14	
              The
                Company shall not be bound to register more than four persons as
                joint
                holders of any Share. If any Shares shall stand in the names of two
                or
                more persons, the person first named in the Register of Members shall
                be
                deemed the sole holder thereof as regards service of notices and,
                subject
                to the provisions of these Articles, all or any other matters connected
                with the Company, except the transfer of the
                Share.

            


    

     

    
      	15	
              If
                a Share certificate is defaced, lost or destroyed, it may be replaced
                on
                payment of such reasonable fee, if any, as the Board may from time
                to time
                prescribe and on such terms and conditions, if any, as to publication
                of
                notices, evidence and indemnity, as the Board thinks fit and where
                it is
                defaced or worn out, after delivery up of the old certificate to
                the
                Company for cancellation.

            


    

     

     

    TRANSFER
      OF SHARES

     

    
      	16	
              The
                instrument of transfer of any Share shall be in writing in the usual
                or
                common form or any other form approved by the Board, and shall be
                executed
                by or on behalf of the transferor and the transferor shall be deemed
                to
                remain the holder of a Share until the name of the transferee is
                entered
                in the Register of Members in respect
                thereof.

            


    

     

    
      
        
        

      

      
        -
          6
          -

        
          

        

      

      
        
        

      

    

     

    
      	17	
              The
                Directors may in their absolute discretion decline to register any
                transfer of Shares without assigning any reason therefor. If the
                Directors
                refuse to register a transfer they shall notify the transferee within
                two
                months of such refusal.

            


    

     

    
      	18	
              The
                registration of transfers may be suspended at such time and for such
                periods as the Directors may from time to time determine, provided
                always
                that such registration shall not be suspended for more than forty
                five
                days in any year.

            


    

     

     

    REDEEMABLE
      SHARES

     

    
      	
              19            
                

            	(a)	
              Subject
                to the provisions of the Companies Law and the Memorandum, Shares
                may be
                issued or converted into Shares on the terms that they are, or at
                the
                option of the Company or the holder are, to be redeemed on such terms
                and
                in such manner as the Company, before the issue or conversion of
                the
                Shares, may by Special Resolution determine.

            
	 	 	
               

            
	 	(b)	
              Subject
                to the provisions of the Companies Law and the Memorandum, the Company
                may
                purchase its own Shares (including fractions of a Share), including
                any
                redeemable Shares, provided that the manner of purchase has first
                been
                authorised by the Company in a general meeting and may make payment
                therefor in any manner authorised by the Companies Law, including
                out of
                capital. Where the Company purchases for redemption a redeemable
                share,
                purchases not made through the market or by tender shall be limited
                to a
                maximum price as may from time to time be determined by the Directors,
                either generally or with regard to specific purchases. If purchases
                are by
                tender, tenders shall comply with Applicable
                Laws.

            


    

     

     

    VARIATION
      OF RIGHTS OF SHARES

     

    
      
        	20	
                If
                  at any time the Share capital of the Company is divided into different
                  classes of Shares, the rights attached to any class (unless otherwise
                  provided by the terms of issue of the Shares of that class) may,
                  whether
                  or not the Company is being wound up and except where these Articles
                  or
                  the Companies Law impose any stricter quorum, voting or procedural
                  requirements in regard to the variation of rights attached to a
                  specific
                  class, be varied with the consent in writing of the holders of
                  75% of the
                  issued Shares of that class, or with the sanction of a Special
                  Resolution
                  passed at a general meeting of the holders of the Shares of that
                  class.

              


      

    

     

    
      
        	21	
                The
                  provisions of these Articles relating to general meetings shall
                  apply to
                  every such general meeting of the holders of one class of Shares
                  except
                  that the necessary quorum shall be one person holding or representing
                  by
                  proxy at least one third of the issued Shares of the class and
                  that any
                  holder of Shares of the class present in person or by proxy may
                  demand a
                  poll.

              


      

    

     

    
      
        
        

      

      
        -
          7
          -

        
          

        

      

      
        
        

      

    

     

    
      
        	22	
                For
                  purposes of this provision any particular issue of Shares not carrying
                  the
                  same rights (whether as to rate of dividend, redemption or otherwise)
                  as
                  any other Shares of the time being in issue, shall be deemed to
                  constitute
                  a separate class of Shares. 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.

              


      

    

     

     

    COMMISSION
      ON SALE OF SHARES

     

    
      
        	23	
                The
                  Company may in so far as the Applicable Laws from time to time
                  permit pay
                  a commission to any person in consideration of his subscribing
                  or agreeing
                  to subscribe whether absolutely or conditionally for any Shares
                  of the
                  Company. Such commissions may be satisfied by the payment of cash
                  or the
                  lodgement of fully or partly paid up Shares or partly in one way
                  and
                  partly in the other. The Company may also on any issue of Shares
                  pay such
                  brokerage as may be lawful.

              


      

    

     

     

    NOTICES
      OF RECORD DATE

     

    
      
        	24	
                In
                  the event that the Company shall propose at any
                  time:

              


      

    

     

    
      	(a)  	
              to
                declare any dividend or distribution upon its Shares, whether in
                cash,
                property, Shares or other securities, whether or not a regular cash
                dividend and whether or not out of earnings or earned
                surplus;

            


    

     

    
      	(b)  	
              to
                offer for subscription pro rata to the holders of any class or series
                of
                its Shares any additional shares of Shares of any class or series
                or other
                rights;

            


    

     

    
      	(c)  	
              to
                effect any reclassification or recapitalisation of its Shares outstanding
                involving a change in the Shares;
                or

            


    

     

    
      	(d)  	
              to
                merge or consolidate with or into any other corporation, or sell,
                lease or
                convey all or substantially all its property or business, or to liquidate,
                dissolve or wind up:

            


    

     

    
      	(i)  	
              at
                least 20 days' prior written notice shall be given to Members of
                the date
                on which a record shall be taken for such dividend, distribution
                or
                subscription rights (and specifying the date on which the holders
                of
                Shares shall be entitled thereto) or for determining rights to vote
                in
                respect of the matters referred to in (c) and (d) above;
                and

            


    

     

    
      	(ii)  	
              in
                the case of the matters referred to in (c) and (d) above, at least
                20
                days' prior written notice shall be given to Members of the date
                when the
                same shall take place (and specifying the date on which the holders
                of
                Shares shall be entitled to exchange their Shares for securities
                or other
                property deliverable upon the occurrence of such
                event).

            


    

     

    
      
        
        

      

      
        -
          8
          -

        
          

        

      

      
        
        

      

    

     

    NON
      RECOGNITION OF TRUSTS

     

    
      
        	25	
                The
                  Company shall not be bound by or compelled to recognise in any
                  way (even
                  when notified) any equitable, contingent, future, or partial interest
                  in
                  any Share, or (except only as is otherwise provided by these Articles
                  or
                  the Applicable Laws) any other rights in respect of any Share other
                  than
                  an absolute right to the entirety thereof in the registered
                  holder.

              


      

    

     

     

    LIEN
      ON SHARES

     

    
      
        	26	
                The
                  Company shall have a first and paramount lien on all Shares (whether
                  fully
                  paid up or not) registered in the name of a Member (whether solely
                  or
                  jointly with others) for all debts, liabilities or engagements
                  to or with
                  the Company (whether presently payable or not) by such Member or
                  his
                  estate, either alone or jointly with any other person, whether
                  a Member or
                  not, but the Directors may at any time declare any Share to be
                  wholly or
                  in part exempt from the provisions of this Article. The registration
                  of a
                  transfer of any such Share shall operate as a waiver of the Company's
                  lien
                  thereon. The Company's lien on a Share shall also extend to any
                  amount
                  payable in respect of that
                  Share.

              


      

    

     

    
      
        	27	
                The
                  Company may sell, in such manner as the Directors think fit, any
                  Shares on
                  which the Company has a lien, if a sum in respect of which the
                  lien exists
                  is presently payable, and is not paid within fourteen days after
                  notice
                  has been given to the holder of the Shares or to the person entitled
                  to it
                  in consequence of the death or bankruptcy of the holder, demanding
                  payment
                  and stating that if the notice is not complied with the Shares
                  may be
                  sold.

              


      

    

     

    
      
        	28	
                To
                  give effect to any such sale, the Directors may authorise any person
                  to
                  execute an instrument of transfer of the Shares sold to, or in
                  accordance
                  with the directions of, the purchaser. The purchaser or his nominee
                  shall
                  be registered as the holder of the Shares comprised in any such
                  transfer,
                  and he shall not be bound to see to the application of the purchase
                  money,
                  nor shall his title to the Shares be affected by any irregularity
                  or
                  invalidity in the sale or the exercise of the Company's power of
                  sale
                  under these Articles.

              


      

    

     

    
      
        	29	
                The
                  net proceeds of such sale after payment of such costs, shall be
                  applied in
                  payment of such part of the amount in respect of which the lien
                  exists as
                  is presently payable and any residue, shall (subject to a like
                  lien for
                  sums not presently payable as existed upon the Shares before the
                  sale) be
                  paid to the person entitled to the Shares at the date of the
                  sale.

              


      

    

     

     

    CALL
      ON SHARES

     

    
       

      
        	
                30            
                  

              	(a)	
                The
                  Directors may from time to time make calls upon the Members in
                  respect of
                  any monies unpaid on their Shares (whether on account of the nominal
                  value
                  of the Shares or by way of premium or otherwise) and not by the
                  conditions
                  of allotment thereof made payable at fixed terms, provided that
                  no call
                  shall be payable at less than one month from the date fixed for
                  the
                  payment of the last preceding call, and each Member shall (subject
                  to
                  receiving at least fourteen days notice specifying the time or
                  times of
                  payment) pay to the Company at the time or times so specified the
                  amount
                  called on the Shares. A call may be revoked or postponed as the
                  Directors
                  may determine. A call may be made payable by
                  instalments.

              


      

       

      
        
          
          

        

        
          -
            9
            -

          
            

          

        

        
          
          

        

      

       

      
        	            
                	(b)	
                A
                  call shall be deemed to have been made at the time when the resolution
                  of
                  the Directors authorising such call was passed.

              
	 	 	
                 

              
	 	
                (c)

              	
                The
                  joint holders of a Share shall be jointly and severally liable
                  to pay all
                  calls in respect thereof.

              


      

       

    

    
      
        	
                31

              	
                If
                  a sum called in respect of a Share is not paid before or on a day
                  appointed for payment thereof, the persons from whom the sum is
                  due shall
                  pay interest on the sum from the day appointed for payment thereof
                  to the
                  time of actual payment at such rate not exceeding 10% per annum
                  as the
                  Directors may determine, but the Directors shall be at liberty
                  to waive
                  payment of such interest either wholly or in
                  part.

              


      

    

     

    
      
        	32	
                Any
                  sum which by the terms of issue of a Share becomes payable on allotment
                  or
                  at any fixed date, whether on account of the nominal value of the
                  Share or
                  by way of premium or otherwise, shall for the purposes of these
                  Articles
                  be deemed to be a call duly made, notified and payable on the date
                  on
                  which by the terms of issue the same becomes payable, and in the
                  case of
                  non payment all the relevant provisions of these Articles as to
                  payment of
                  interest forfeiture or otherwise shall apply as if such sum had
                  become
                  payable by virtue of a call duly made and
                  notified.

              


      

    

     

    
      
        	33	
                The
                  Directors may, on the issue of Shares, differentiate between the
                  holders
                  as to the amount of calls or interest to be paid and the times
                  of
                  payment.

              


      

    

     

    
       

      
        	
                34           
                  

              	(a)	
                The
                  Directors may, if they think fit, receive from any Member willing
                  to
                  advance the same, all or any part of the monies uncalled and unpaid
                  upon
                  any Shares held by him, and upon all or any of the monies so advanced
                  may
                  (until the same would but for such advances, become payable) pay
                  interest
                  at such rate not exceeding (unless the Company in general meeting
                  shall
                  otherwise direct) 7% per annum, as may be agreed upon between the
                  Directors and the Member paying such sum in
                  advance.

              


      

       

    

    
      	 	
              (b)

            	
              No
                such sum paid in advance of calls shall entitle the Member paying
                such sum
                to any portion of a dividend declared in respect of any period prior
                to
                the date upon which such sum would, but for such payment, become
                presently
                payable.

            


    

     

     

    FORFEITURE
      OF SHARES

    
       

      
        	
                35            
                  

              	(a)	
                If
                  a Member fails to pay any call or instalment of a call or to make
                  any
                  payment required by the terms of issue on the day appointed for
                  payment
                  thereof, the Directors may, at any time thereafter during such
                  time as any
                  part of the call, instalment or payment remains unpaid, give notice
                  requiring payment of any part of the call, instalment or payment
                  that is
                  unpaid, together with any interest which may have accrued and all
                  expenses
                  that have been incurred by the Company by reason of such non payment.
                  Such
                  notice shall name a day (not earlier than the expiration of fourteen
                  days
                  from the date of giving of the notice) on or before which the payment
                  required by the notice is to be made, and shall state that, in
                  the event
                  of non payment at or before the time appointed the Shares in respect
                  of
                  which such notice was given will be liable to be
                  forfeited.

              


      

    

    
      
         

        
          
            
            

          

          
            -
              10
              -

            
              

            

          

          
            
            

          

        

         

      

    

    
      	 	
              (b)

            	
              If
                the requirements of any such notice as aforesaid are not complied
                with,
                any Share in respect of which the notice has been given may at any
                time
                thereafter, before the payment required by the notice has been made,
                be
                forfeited by a resolution of the Directors to that effect. Such forfeiture
                shall include all dividends declared in respect of the forfeited
                Share and
                not actually paid before the
                forfeiture.

            


    

     

    
      	 	
              (c)

            	
              A
                forfeited Share may be sold or otherwise disposed of on such terms
                and in
                such manner as the Directors think fit, and at any time before a
                sale or
                disposition, the forfeiture may be cancelled on such terms as the
                Directors see fit.

            


    

     

    
      
        	36	
                A
                  person whose Shares have been forfeited shall cease to be a Member
                  in
                  respect of the forfeited Shares, but shall, notwithstanding, remain
                  liable
                  to pay to the Company all monies which, at the date of forfeiture,
                  were
                  payable by him to the Company in respect of the Shares together
                  with
                  interest thereon, but his liability shall cease if and when the
                  Company
                  shall have received payment in full of all monies whenever payable
                  in
                  respect of the Shares.

              


      

    

     

    
      
        	37	
                A
                  certificate in writing under the hand of one Director or the Secretary
                  of
                  the Company that a Share in the Company has been duly forfeited
                  on a date
                  stated in the declaration shall be conclusive evidence of the fact
                  therein
                  stated as against all persons claiming to be entitled to the Share.
                  The
                  Company may receive the consideration given for the Share on any
                  sale or
                  disposition thereof and may execute a transfer of the Share in
                  favour of
                  the person to whom the Share is sold or disposed of and he shall
                  thereupon
                  be registered as the holder of the Share and shall not be bound
                  to see to
                  the application of the purchase money, if any, nor shall his title
                  to the
                  Share be affected by any irregularity or invalidity in the proceedings
                  in
                  reference to the forfeiture, sale or disposal of the
                  Share.

              


      

    

     

    
      
        	38	
                The
                  provisions of these Articles as to forfeiture shall apply in the
                  case of
                  non payment of any sum which, by the terms of issue of a Share,
                  becomes
                  payable at a fixed time, whether on account of the nominal value
                  of the
                  Share or by way of premium as if the same had been payable by virtue
                  of a
                  call duly made and notified.

              


      

    

     

     

    REGISTRATION
      OF EMPOWERING INSTRUMENTS

     

    
      
        	39	
                The
                  Company shall be entitled to charge a fee not exceeding one dollar
                  (US$1.00) on the registration of every grant of probate, letter
                  of
                  administration, certificate of death or marriage, power of attorney,
                  or
                  other instrument.

              


      

    

     

    
      
        
        

      

      
        -
          11
          -

        
          

        

      

      
        
        

      

    

     

    TRANSMISSION
      OF SHARES

     

    
      
        	40	
                In
                  case of the death of a Member, the survivor or survivors where
                  the
                  deceased was a joint holder, and the legal personal representatives
                  of the
                  deceased where he was a sole holder, shall be the only persons
                  recognised
                  by the Company as having any title to his interest in the Shares,
                  but
                  nothing herein contained shall release the estate of any such deceased
                  holder from any liability in respect of any Shares which had been
                  held by
                  him solely or jointly with other
                  persons.

              


      

    

     

    
      
        
          	
                  41           
                    

                	(a)	
                  Any
                    person becoming entitled to a Share in consequence of the death
                    or
                    bankruptcy or liquidation or dissolution of a Member (or in any
                    other way
                    than by transfer) may, upon such evidence being produced as may
                    from time
                    to time be required by the Directors and subject as hereinafter
                    provided,
                    elect either to be registered himself as holder of the Share
                    or to make
                    such transfer of the Share to such other person nominated by
                    him as the
                    deceased or bankrupt person could have made and to have such
                    person
                    registered as the transferee thereof, but the Directors shall,
                    in either
                    case, have the same right to decline or suspend registration
                    as they would
                    have had in the case of a transfer of the Share by that Member
                    before his
                    death or bankruptcy as the case may
                    be.

                


        

      

      
        
           

        

      

    

    
      	 	
              (b)

            	
              If
                the person so becoming entitled shall elect to be registered himself
                as
                holder he shall deliver or send to the Company a notice in writing
                signed
                by him stating that he so elects.

            


    

     

    
      
        	42	
                A
                  person becoming entitled to a Share by reason of the death or bankruptcy
                  or liquidation or dissolution of the holder (or in any other case
                  than by
                  transfer) shall be entitled to the same dividends and other advantages
                  to
                  which he would be entitled if he were the registered holder of
                  the Share,
                  except that he shall not, before being registered as a Member in
                  respect
                  of the Share, be entitled in respect of it to exercise any right
                  conferred
                  by membership in relation to meetings of the Company, provided,
                  however,
                  that the Directors may at any time give notice requiring any such
                  person
                  to elect either to be registered himself or to transfer the Share,
                  and if
                  the notice is not complied with within ninety days, the Directors
                  may
                  thereafter withhold payment of all dividends, bonuses or other
                  monies
                  payable in respect of the Share until the requirements of the notice
                  have
                  been complied with.

              


      

    

     

     

    AMENDMENT
      OF MEMORANDUM OF ASSOCIATION,

    ALTERATION
      OF CAPITAL & CHANGE OF LOCATION OF REGISTERED
      OFFICE

     

    
       

      
        
          
            	
                    43            
                      

                  	(a)	
                    The
                      Company may by Ordinary
                      Resolution:

                  


          

        

        
           

        

      

    

    
      
        	
              	
                (i)

              	
                increase
                  the share capital by such sum as the resolution shall prescribe
                  and with
                  such rights, priorities and privileges annexed thereto, as the
                  Company in
                  general meeting may
                  determine;

              


      

    

     

    
      
        	
              	(ii)	
                consolidate
                  and divide all or any of its share capital into Shares of larger
                  amount
                  than its existing Shares;

              


      

    

     

    
      
        
        

      

      
        -
          12
          -

        
          

        

      

      
        
        

      

    

     

    
      
        	
              	(iii)	
                by
                  subdivision of its existing Shares or any of them divide the whole
                  or any
                  part of its share capital into Shares of smaller amount than is
                  fixed by
                  the Memorandum or into Shares without par
                  value;

              


      

    

     

    
      
        	
              	(iv)	
                cancel
                  any Shares that at the date of the passing of the resolution have
                  not been
                  taken or agreed to be taken by any
                  person.

              


      

    

     

    
      	 	
              (b)

            	
              All
                new Shares created in accordance with the provisions of the preceding
                Article shall be subject to the same provisions of the Articles with
                reference to the payment of calls, liens, transfer, transmission,
                forfeiture and otherwise as the Shares in the original share
                capital.

            


    

     

    
      	 	
              (c)

            	
              Subject
                to the provisions of the Companies Law and the provisions of these
                Articles as regards the matters to be dealt with by Ordinary Resolution,
                the Company may by Special
                Resolution:

            


    

     

    
      	
            	(i)	
              change
                its name;

            


    

     

    
      	
            	(ii)	
              alter
                or add to these Articles;

            


    

     

    
      
        
          	
                	(iii)	
                  alter
                    or add to the Memorandum with respect to any objects, powers
                    or other
                    matters specified therein;
                    and

                


        

      

    

     

    
      	
            	(iv)	
              reduce
                its share capital and any capital redemption reserve fund.
                

            


    

     

    
      
        
          	44	
                  Subject
                    to the provisions of the Companies Law, the Company may by resolution
                    of
                    the Directors change the location of its Registered
                    Office.

                


        

      

    

     

     

    CLOSING
      REGISTER OF MEMBERS OR FIXING RECORD DATE

     

    
      
        	45	
                For
                  the purpose of determining Members entitled to notice of or to
                  vote at any
                  meeting of Members or any adjournment thereof, or Members entitled
                  to
                  receive payment of any dividend, or in order to make a determination
                  of
                  Members for any other proper purpose, the Directors of the Company
                  may
                  provide that the Register of Members shall be closed for transfers
                  for a
                  stated period but not to exceed in any case forty days. If the
                  Register of
                  Members shall be so closed for the purpose of determining Members
                  entitled
                  to notice of or to vote at a meeting of Members, such register
                  shall be so
                  closed for at least ten days immediately preceding such meeting
                  and the
                  record date for such determination shall be the date of the closure
                  of the
                  Register of Members.

              


      

    

     

    
      
        	46	
                In
                  lieu of or apart from closing the Register of Members, the Directors
                  may
                  fix in advance a date as the record date for any such determination
                  of
                  Members entitled to notice of or to vote at a meeting of the Members
                  and
                  for the purpose of determining the Members entitled to receive
                  payment of
                  any dividend the Directors may, at or within 90 days prior to the
                  date of
                  declaration of such dividend fix a subsequent date as the record
                  date for
                  such determination.

              


      

    

     

    
      
        	47	
                If
                  the Register of Members is not so closed and no record date is
                  fixed for
                  the determination of Members entitled to notice of or to vote at
                  a meeting
                  of Members or Members entitled to receive payment of a dividend,
                  the date
                  on which notice of the meeting is mailed or the date on which the
                  resolution of the Directors declaring such dividend is adopted,
                  as the
                  case may be, shall be the record date for such determination of
                  Members.
                  When a determination of Members entitled to vote at any meeting
                  of Members
                  has been made as provided in this section, such determination shall
                  apply
                  to any adjournment thereof.

              


      

    

     

    
      
        
        

      

      
        -
          13
          -

        
          

        

      

      
        
        

      

    

     

    GENERAL
      MEETING

     

     

    
      
        	48	
                All
                  general meetings other than annual general meetings shall be called
                  extraordinary general
                  meetings.

              


      

    

     

    
      
        
          
            
              	
                      49           
                        

                    	(a)	
                      The
                        Company shall, if required by the Applicable Laws, in each
                        year hold a
                        general meeting as its annual general meeting and shall specify
                        the
                        meeting as such in the notices calling it. The annual general
                        meeting
                        shall be held at such time and place as the Directors shall
                        appoint and if
                        no other time and place is prescribed by them, it shall be
                        held at the
                        Registered Office on the second Wednesday in December of
                        each year at ten
                        o'clock in the morning.

                    


            

          

           

        

      

    

    
      
        	
              	
                (b)

              	
                At
                  these meetings the report of the Directors (if any) shall be
                  presented.

              


      

    

     

    
      
        	
              	(c)	
                The
                  Company may hold an annual general meeting but shall not (unless
                  required
                  by the Applicable Laws) be obliged to hold an annual general
                  meeting.

              


      

    

     

    
      
        
          
            
              
                	
                        50           
                          

                      	(a)	
                        
                          The
                            Directors may call general meetings, and they shall on
                            a Members
                            requisition forthwith proceed to convene an extraordinary
                            general meeting
                            of the Company.

                        

                      


              

            

             

          

        

      

    

    
      
        
          
            	
                  	
                    (b)

                  	
                    A
                      Members requisition is a requisition of Members of the Company
                      holding at
                      the date of deposit of the requisition not less than 10% in
                      par value of
                      the capital of the Company as at that date carries the right
                      of voting at
                      general meetings of the
                      Company.

                  


          

        

      

    

     

    
      
        	
              	(c)	
                The
                  requisition must state the objects of the meeting and must be signed
                  by
                  the requisitionists and deposited at the Registered Office, and
                  may
                  consist of several documents in like form each signed by one or
                  more
                  requisitionists.

              


      

    

     

    
      
        	
              	(d)	
                If
                  the Directors do not within twenty one days from the date of the
                  deposit
                  of the requisition duly proceed to convene a general meeting to
                  be held
                  within a further twenty-one days, the requisitionists, or any of
                  them
                  representing more than one half of the total voting rights of all
                  of them,
                  may themselves convene a general meeting, but any meeting so convened
                  shall not be held after the expiration of three months after the
                  expiration of the second said twenty one
                  days.

              


      

    

     

    
      
        	
              	(e)	
                A
                  general meeting convened as aforesaid by requisitionists shall
                  be convened
                  in the same manner as nearly as possible as that in which general
                  meetings
                  are to be convened by
                  Directors.

              


      

    

     

    
      
        
        

      

      
        -
          14
          -

        
          

        

      

      
        
        

      

    

     

    NOTICE
      OF GENERAL MEETINGS

     

    
      
        	51	
                At
                  least twenty (but not more than sixty) days' notice shall be given
                  for any
                  general meeting. Every notice shall be inclusive of the day on
                  which it is
                  given or deemed to be given and of the day for which it is given
                  and shall
                  specify the place, the day and the hour of the meeting and the
                  general
                  nature of the business and shall be given in the manner hereinafter
                  mentioned or in such other manner if any as may be prescribed by
                  the
                  Company, provided that a general meeting of the Company shall,
                  whether or
                  not the notice specified in this regulation has been given and
                  whether or
                  not the provisions of Articles regarding general meetings have
                  been
                  complied with, be deemed to have been duly convened if it is so
                  agreed:

              


      

    

     

    
      	 	
              (a)

            	
              in
                the case of an annual general meeting by all the Members (or their
                proxies) entitled to attend and vote thereat;
                and

            


    

     

    
      	 	
              (b)

            	
              in
                the case of an extraordinary general meeting by a majority in number
                of
                the Members (or their proxies) having a right to attend and vote
                at the
                meeting, being a majority together holding not less than 95% in par
                value
                of the Shares giving that right.

            


    

     

    
      
        	52	
                The
                  accidental omission to give notice of a general meeting to, or
                  the non
                  receipt of notice of a meeting by any person entitled to receive
                  notice
                  shall not invalidate the proceedings of that
                  meeting.

              


      

    

     

     

    PROCEEDINGS
      AT GENERAL MEETINGS

     

    
      
        	53	
                For
                  all purposes the quorum for a general meeting shall be two Members
                  present
                  in person or by proxy or corporate representative provided always
                  that if
                  the Company has only one member of record the quorum shall be that
                  one
                  member present in person or by proxy; provided, however, that in
                  no case
                  shall such quorum be less than one-third of the outstanding voting
                  shares
                  in the capital of the Company. No business (except the appointment
                  of a
                  Chairman of the meeting) shall be transacted at any general meeting
                  unless
                  the requisite quorum shall be present at the commencement of the
                  business.

              


      

    

     

    
      
        	54	
                A
                  person may participate at a general meeting by conference telephone
                  or
                  other communications equipment by means of which all the persons
                  participating in the meeting can communicate with each other.
                  Participation by a person in a general meeting in this manner is
                  treated
                  as presence in person at that
                  meeting.

              


      

    

     

    
      
        	55	
                A
                  resolution (including a Special Resolution) in writing (in one
                  or more
                  counterparts) signed by all Members for the time being entitled
                  to receive
                  notice of and to attend and vote at general meetings (or, being
                  corporations, signed by their duly authorised representatives)
                  shall be as
                  valid and effective as if the resolution had been passed at a general
                  meeting of the Company duly convened and
                  held.

              


      

    

     

    
      
        	56	
                If
                  a quorum is not present within half an hour from the time appointed
                  for
                  the meeting or if during such a meeting a quorum ceases to be present,
                  the
                  meeting, if convened upon the requisition of Members, shall be
                  dissolved
                  and in any other case it shall stand adjourned to the same day
                  in the next
                  week at the same time and place or to such other day, time or such
                  other
                  place as the Directors may determine, and if at the adjourned meeting
                  a
                  quorum is not present within half an hour from the time appointed
                  for the
                  meeting, the Members present shall be a
                  quorum.

              


      

    

     

    
      
        
        

      

      
        -
          15
          -

        
          

        

      

      
        
        

      

    

     

    
      
        	57	
                The
                  person chairing the meeting, if any, of the Board of Directors
                  shall
                  preside as Chairman at every general meeting of the Company, or
                  if there
                  is no such Chairman, or if he shall not be present within fifteen
                  minutes
                  after the time appointed for the holding of the meeting, or is
                  unwilling
                  to act, the Directors present shall elect one of their number to
                  be
                  Chairman of the meeting.

              


      

    

     

    
      
        	58	
                If
                  no Director is willing to act as Chairman or if no Director is
                  present
                  within fifteen minutes after the time appointed for holding the
                  meeting,
                  the Members present shall choose one of their number to be Chairman
                  of the
                  meeting.

              


      

    

     

    
      
        	59	
                The
                  Chairman may, with the consent of a meeting at which a quorum is
                  present,
                  (and shall if so directed by the meeting), adjourn the meeting
                  from time
                  to time and from place to place, but no business shall be transacted
                  at
                  any adjourned meeting other than the business left unfinished at
                  the
                  meeting from which the adjournment took place. When a general meeting
                  is
                  adjourned for thirty days or more, notice of the adjourned meeting
                  shall
                  be given as in the case of an original meeting; otherwise it shall
                  not be
                  necessary to give any such
                  notice.

              


      

    

     

    
      
        	60	
                A
                  resolution put to the vote of the meeting shall be decided on a
                  show of
                  hands unless before or on the declaration of the result of, the
                  show of
                  hands, the Chairman demands a poll, or any other Member or Members
                  collectively present in person or by proxy and holding at least
                  10% in par
                  value of the Shares giving a right to attend and vote at the meeting
                  demand a poll.

              


      

    

     

    
      
        	61	
                Unless
                  a poll is duly demanded a declaration by the Chairman that a resolution
                  has been carried, or carried unanimously, or by a particular majority,
                  or
                  lost, or not carried by a particular majority, an entry to that
                  effect in
                  the minutes of the proceedings of the meeting shall be conclusive
                  evidence
                  of that fact without proof of the number or proportion of the votes
                  recorded in favour of or against such
                  resolution.

              


      

    

     

    
      
        	62	
                The
                  demand for a poll may be
                  withdrawn.

              


      

    

     

    
      
        	63	
                Unless
                  a poll is duly demanded, on the election of a Chairman or on a
                  question of
                  adjournment, a poll shall be taken as the Chairman directs and
                  the result
                  of the poll shall be deemed to be the resolution of the general
                  meeting at
                  which the poll was demanded.

              


      

    

     

    
      
        	64	
                In
                  the case of an equality of votes, whether on a show of hands or
                  on a poll,
                  the Chairman shall be entitled to a second or casting
                  vote.

              


      

    

     

    
      
        	65	
                A
                  poll demanded on the election of a Chairman or on a question of
                  adjournment shall be taken forthwith. A poll demanded on any other
                  question shall be taken at such time as the Chairman of the general
                  meeting directs, and any business other than that upon which a
                  poll has
                  been demanded or is contingent thereon may proceed pending the
                  taking of
                  the poll.

              


      

    

     

    
      
        
        

      

      
        -
          16
          -

        
          

        

      

      
        
        

      

    

     

    VOTES
      OF MEMBERS

     

    
      
        	66	
                Subject
                  to any rights or restrictions attached to any Shares, on a show
                  of hands
                  every Member who (being an individual) is present in person or
                  by proxy
                  or, if a corporation or other non-natural person is present by
                  its duly
                  authorised representative or proxy, shall have one vote and on
                  a poll
                  every Member shall have one vote for every Share of which he is
                  the
                  holder.

              


      

    

     

    
      
        	67	
                In
                  the case of joint holders of record the vote of the senior who
                  tenders a
                  vote, whether in person or by proxy, shall be accepted to the exclusion
                  of
                  the votes of the other joint holders, and for this purpose seniority
                  shall
                  be determined by the order in which the names stand in the Register
                  of
                  Members.

              


      

    

     

    
      
        	68	
                A
                  Member of unsound mind, or in respect of whom an order has been
                  made by
                  any court, having jurisdiction in lunacy, may vote, whether on
                  a show of
                  hands or on a poll, by his committee, receiver, curator bonis,
                  or other
                  person in the nature of a committee, receiver or curator bonis
                  appointed
                  by that court, and any such committee, receiver, curator bonis
                  or other
                  persons may vote by proxy.

              


      

    

     

    
      
        	69	
                No
                  person shall be entitled to vote at any general meeting unless
                  he is
                  registered as a Member of the Company on the record date for such
                  meeting
                  nor unless all calls or other sums presently payable by him in
                  respect of
                  Shares have been paid.

              


      

    

     

    
      
        	70	
                No
                  objection shall be raised to the qualification of any voter except
                  at the
                  general meeting or adjourned general meeting at which the vote
                  objected to
                  is given or tendered and every vote not disallowed at such general
                  meeting
                  shall be valid for all purposes. Any such objection made in due
                  time shall
                  be referred to the Chairman of the general meeting whose decision
                  shall be
                  final and conclusive.

              


      

    

     

    
      
        	71	
                On
                  a poll or on a show of hands votes may be given either personally
                  or by
                  proxy.

              


      

    

     

     

    PROXIES

     

    
      
        	72	
                The
                  instrument appointing a proxy shall be in writing and shall be
                  executed
                  under the hand of the appointor or of his attorney duly authorised
                  in
                  writing, or, if the appointor is a corporation under the hand of
                  an
                  officer or attorney duly authorised for that purpose. A proxy need
                  not be
                  a Member of the Company.

              


      

    

     

    
      
        	73	
                The
                  instrument appointing a proxy shall be deposited at the Registered
                  Office
                  or at such other place as is specified for that purpose in the
                  notice
                  convening the meeting, or in any instrument of proxy sent out by
                  the
                  Company:

              


      

    

     

    
      
        	
              	(a)	
                not
                  less than 48 hours before the time for holding the meeting or adjourned
                  meeting at which the person named in the instrument proposes to
                  vote;
                  or

              


      

    

     

    
      
        
        

      

      
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          17
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              	(b)	
                in
                  the case of a poll taken more than 48 hours after it is demanded,
                  be
                  deposited as aforesaid after the poll has been demanded and not
                  less than
                  24 hours before the time appointed for the taking of the poll;
                  and

              


      

    

     

    
      
        	
              	(c)	
                where
                  the poll is not taken forthwith but is taken not more than 48 hours
                  after
                  it was demanded be delivered at the meeting at which the poll was
                  demanded
                  to the Chairman or to the secretary or to any
                  director;

              


      

    

     

    provided
      that the Directors may in the notice convening the meeting, or in an instrument
      of proxy sent out by the Company, direct that the instrument appointing a proxy
      may be deposited (no later than the time for holding the meeting or adjourned
      meeting) at the Registered Office or at such other place as is specified for
      that purpose in the notice convening the meeting, or in any instrument of proxy
      sent out by the Company. The Chairman may in any event at his discretion direct
      that an instrument of proxy shall be deemed to have been duly deposited. An
      instrument of proxy that is not deposited in the manner permitted shall be
      invalid.

     

    
      
        	74	
                The
                  instrument appointing a proxy may be in any usual or common form
                  and may
                  be expressed to be for a particular meeting or any adjournment
                  thereof or
                  generally until revoked. An instrument appointing a proxy shall
                  be deemed
                  to include the power to demand or join or concur in demanding a
                  poll.

              


      

    

     

    
      
        	75	
                Votes
                  given in accordance with the terms of an instrument of proxy shall
                  be
                  valid notwithstanding the previous death or insanity of the principal
                  or
                  revocation of the proxy or of the authority under which the proxy
                  was
                  executed, or the transfer of the Share in respect of which the
                  proxy is
                  given unless notice in writing of such death, insanity, revocation
                  or
                  transfer was received by the Company at the Registered Office before
                  the
                  commencement of the general meeting, or adjourned meeting at which
                  it is
                  sought to use the proxy.

              


      

    

     

    
      
        	76	
                Any
                  corporation or other non-natural person which is a Member may in
                  accordance with its constitutional documents, or in the absence
                  of such
                  provision by resolution of its Directors or other governing body,
                  authorise such person as it thinks fit to act as its representative
                  at any
                  meeting of the Company or of any class of Members, and the person
                  so
                  authorised shall be entitled to exercise the same powers on behalf
                  of the
                  corporation which he represents as the corporation could exercise
                  if it
                  were an individual Member. A person entitled to more than one vote
                  on a
                  poll need not use all his votes or cast all the votes he uses in
                  the same
                  way.

              


      

    

     

    
      
        	77	
                Shares
                  in the Company that are beneficially owned by the Company shall
                  not be
                  voted, directly or indirectly, at any meeting and shall not be
                  counted in
                  determining the total number of outstanding Shares at any given
                  time.

              


      

    

     

     

    CORPORATE
      REPRESENTATIVES

     

    
      	78	
              Any
                corporation which is a Member of the Company may, by resolution of
                its
                directors or other governing body or by power of attorney, authorise
                such
                person as it thinks fit to act as its representative at any meeting
                of the
                Company or of members of any class of Shares of the Company and the
                person
                so authorised shall be entitled to exercise the same powers on behalf
                of
                the corporation which be represents as that corporation could exercise
                if
                it were an individual member of the Company and where a corporation
                is so
                represented, it shall be treated as being present at any meeting
                in
                person.

            


    

     

    
      
        
        

      

      
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          18
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    CLEARING
      HOUSES

    
      
        	79	
                If
                  a clearing house (or its nominee) is a member of the Company it
                  may, by
                  resolution of its directors or other governing body or by power
                  of
                  attorney, authorise such person or persons as it thinks fit to
                  act as its
                  representative or representatives at any general meeting of the
                  Company or
                  at any general meeting of any class of members of the Company provided
                  that, if more than one person is so authorised, the authorisation
                  shall
                  specify the number and class of Shares in respect of which each
                  such
                  person is so authorised. A person so authorised pursuant to this
                  provision
                  shall be entitled to exercise the same powers on behalf of the
                  clearing
                  house (or its nominee) which he represents as that clearing house
                  (or its
                  nominee) could exercise if it were an individual member of the
                  Company
                  holding the number and class of Shares specified in such
                  authorisation.

              


      

    

     

     

    DIRECTORS

    
       

      
        
          
            
              
                
                  	
                          80           
                            

                        	(a)	
                          
                            
                              There
                                shall be a Board of Directors (the "Board")
                                consisting of not more than eleven (11) persons,
                                including at least three
                                (3) Independent Directors. The three (3) Independent
                                Directors shall be
                                nominated by the Nominations Committee and approved
                                by the vote of holders
                                of a majority of the
                                Shares.

                            

                          

                        


                

              

            

          

        

      

    

     

    
      
        
          	
                	(b)	
                  or
                    as long as the ADSs are listed on Nasdaq, the Independent Directors
                    shall
                    meet at least twice per year and no other Directors shall be
                    present at
                    such meetings.

                


        

      

    

     

    
      
        	81	
                Subject
                  to Article 118(a) each Director shall hold office until the expiration
                  of
                  his term and until his successor shall have been elected and
                  qualified.

              


      

    

     

    
      	82	
              [Intentionally
                deleted].

            


    

     

    
      
        	83	
                Subject
                  to Article 100(j), the remuneration to be paid to the Directors
                  shall be
                  such remuneration as the Directors shall determine. Such remuneration
                  shall be deemed to accrue from day to day. The Directors shall
                  also be
                  entitled to be paid their travelling, hotel and other expenses
                  properly
                  incurred by them in going to, attending and returning from meetings
                  of the
                  Directors, or any committee of the Directors, or general meetings
                  of the
                  Company, or otherwise in connection with the business of the Company,
                  or
                  to receive a fixed allowance in respect thereof as may be determined
                  by
                  the Directors from time to time, or a combination partly of one
                  such
                  method and partly the other.

              


      

    

     

    
      
        	84	
                Subject
                  to Article 100(j), the Directors may by resolution award special
                  remuneration to any Director of the Company undertaking any special
                  work
                  or services for, or undertaking any special mission on behalf of,
                  the
                  Company other than his ordinary routine work as a Director. Any
                  fees paid
                  to a Director who is also counsel or solicitor to the Company,
                  or
                  otherwise serves it in a professional capacity shall be in addition
                  to his
                  remuneration as a Director.

              


      

    

     

    
      
        
        

      

      
        -
          19
          -

        
          

        

      

      
        
        

      

    

     

    
      
        	85	
                A
                  Director or alternate Director may hold any other office or place
                  of
                  profit under the Company (other than the office of Auditor) in
                  conjunction
                  with his office of Director for such period and on such terms as
                  to
                  remuneration and otherwise as the Directors may
                  determine.

              


      

    

     

    
      
        	86	
                A
                  Director or alternate Director may act by himself or his firm in
                  a
                  professional capacity for the Company and he or his firm shall
                  be entitled
                  to remuneration for professional services as if he were not a Director
                  or
                  alternate Director.

              


      

    

     

    
      
        	87	
                A
                  shareholding qualification for Directors may not be fixed by the
                  Company
                  in general meeting.

              


      

    

     

    
      
        	88	
                The
                  Company shall keep at its Registered Office a register of Directors
                  and
                  officers containing their names and addresses and occupations and
                  other
                  particulars required by the Companies Law and shall send to the
                  Registrar
                  of Companies of the Cayman Islands a copy of such register and
                  shall from
                  time to time notify to the Registrar of Companies of the Cayman
                  Islands
                  any change that takes place in relation to such Directors and officers
                  as
                  required by the Companies
                  Law.

              


      

    

     

     

    ALTERNATE
      DIRECTORS

     

    
      
        	89	
                A
                  Director who expects to be unable to attend Directors' meetings
                  because of
                  absence, illness or otherwise may appoint any person to be an alternate
                  Director to act in his stead and such appointee whilst he holds
                  office as
                  an alternate Director shall, in the event of absence therefrom
                  of his
                  appointor, be entitled to attend meetings of the Directors and
                  to vote
                  thereat and to do, in the place and stead of his appointor, any
                  other act
                  or thing which his appointor is permitted or required to do by
                  virtue of
                  his being a Director as if the alternate Director were the appointor,
                  other than appointment of an alternate to himself, and he shall
                  ipso facto
                  vacate office if and when his appointor ceases to be a Director
                  or removes
                  the appointee from office. Any appointment or removal under this
                  Article
                  shall be effected by notice in writing under the hand of the Director
                  making the same.

              


      

    

     

    
      
        	90	
                The
                  appointment of an alternate Director shall determine on the happening
                  of
                  any event which, were he a Director, would cause him to vacate
                  such office
                  or if his appointor ceases to be a
                  Director.

              


      

    

     

    
      
        	91	
                An
                  alternate Director shall be entitled to receive and waive (in lieu
                  of his
                  appointor) notices of meetings of the Directors and shall be entitled
                  to
                  attend and vote as a Director and be counted in the quorum at any
                  such
                  meeting at which the Director appointing him is not personally
                  present and
                  generally at such meeting to perform all the functions of his appointor
                  as
                  a Director and for the purposes of the proceedings at such meeting
                  the
                  provisions of these Articles shall apply as if he (instead of his
                  appointor) were a Director. If he shall be himself a Director or
                  shall
                  attend any such meeting as an alternate for more than one Director,
                  his
                  voting rights shall be cumulative and he need not use all his votes
                  or
                  cast all the votes to uses in the same way. To such extent as the
                  Board
                  may from time to time determine in relation to any committee of
                  the Board,
                  the foregoing provisions of this Article shall also apply mutatis
                  mutandis
                  to
                  any meeting of any such committee of which his appointor is a member.
                  An
                  alternate Director shall not, save as aforesaid, have power to
                  act as a
                  Director nor shall he be deemed to be a Director for the purposes
                  of these
                  Articles.

              


      

    

     

    
      
        
        

      

      
        -
          20
          -

        
          

        

      

      
        
        

      

    

     

    
      
        	92	
                An
                  alternate Director shall be entitled to contract and be interested
                  in and
                  benefit from contracts, arrangements or transactions and to be
                  repaid
                  expenses and to be indemnified to the same extent mutatis
                  mutandis as
                  if he were a Director, but he shall not be entitled to receive
                  from the
                  Company in respect of his appointment as alternate Director any
                  remuneration except only such part (if any) of the remuneration
                  otherwise
                  payable to his appointor as such appointor may by notice in writing
                  to the
                  Company from time to time
                  direct.

              


      

    

     

    
      	93	
              In
                addition to the foregoing provisions of this Article, a Director
                may be
                represented at any meeting of the Board (or of any committee of the
                Board)
                by a proxy appointed by him, is which event the presence or vote
                of the
                proxy shall for all purposes be deemed to be that of the Director.
                A proxy
                need not himself be a Director and the provisions of Articles 72
                to 77
                shall apply mutatis
                mutandis to
                the appointment of proxies by Directors save that an instrument appointing
                a proxy shall not become invalid after the expiration of twelve months
                from its date of execution but shall remain valid for such period
                as the
                instrument shall provide or, if no such provision is made in the
                instrument, until revoked in writing and save also that a Director
                may
                appoint any number of proxies although only one such proxy may attend
                in
                his stead at meetings of the
                Board).

            


    

     

     

    POWERS
      AND DUTIES OF DIRECTORS

     

    
      
        	94	
                The
                  business of the Company shall be managed by the Directors (or a
                  sole
                  Director if only one is appointed) who may pay all expenses incurred
                  in
                  promoting, registering and setting up the Company, and may exercise
                  all
                  such powers of the Company but subject to the provisions of the
                  Companies
                  Law, or by these Articles, or such regulations, being not inconsistent
                  with the aforesaid, as may be prescribed by the Company in general
                  meeting
                  from time to time, provided, however, that no regulations made
                  by the
                  Company in general meeting shall invalidate any prior act of the
                  Directors
                  which would have been valid if that regulation had not been
                  made.

              


      

    

     

    
      
        	95	
                The
                  Directors may from time to time and at any time by powers of attorney
                  appoint any company, firm, person or body of persons, whether nominated
                  directly or indirectly by the Directors, to be the attorney or
                  attorneys
                  of the Company for such purpose and with such powers, authorities
                  and
                  discretions (not exceeding those vested in or exercisable by the
                  Directors
                  under these Articles) and for such period and subject to such conditions
                  as they may think fit, and any such powers of attorney may contain
                  such
                  provisions for the protection and convenience of persons dealing
                  with any
                  such attorneys as the Directors may think fit and may also authorise
                  any
                  such attorney to delegate all or any of the powers, authorities
                  and
                  discretions vested in him.

              


      

    

     

    
      
        
        

      

      
        -
          21
          -

        
          

        

      

      
        
        

      

    

     

    
      
        	96	
                All
                  cheques, promissory notes, drafts, bills of exchange and other
                  negotiable
                  instruments and all receipts for monies paid to the Company shall
                  be
                  signed, drawn, accepted, endorsed or otherwise executed as the
                  case may be
                  in such manner as the Directors shall from time to time by resolution
                  determine.

              


      

    

     

    
      
        	97	
                The
                  Directors shall cause minutes to be made in books provided for
                  the
                  purpose:

              


      

    

     

    
      
        	
              	(a)	
                of
                  all appointments of officers made by the
                  Directors;

              


      

    

     

    
      
        	
              	(b)	
                of
                  the names of the Directors (including those represented thereat
                  by an
                  alternate or by proxy) present at each meeting of the Directors
                  and of any
                  committee of the Directors;

              


      

    

     

    
      
        	
              	(c)	
                of
                  all resolutions and proceedings at all meetings of the Company
                  and of the
                  Directors and of committees of
                  Directors.

              


      

    

     

    
      
        	98	
                The
                  Directors on behalf of the Company may pay a gratuity or pension
                  or
                  allowance on retirement to any Director who has held any other
                  salaried
                  office or place of profit with the Company or to his widow or dependants
                  and may make contributions to any fund and pay premiums for the
                  purchase
                  or provision of any such gratuity, pension or
                  allowance.

              


      

    

     

    
      
        	99	
                The
                  Directors may exercise all the powers of the Company to borrow
                  money and
                  to mortgage or charge its undertaking, property and uncalled capital
                  or
                  any part thereof and to issue debentures, debenture stock and other
                  securities whether outright or as security for any debt, liability
                  or
                  obligation of the Company or of any third
                  party.

              


      

    

     

     

    MANAGEMENT

    
      
         

        
          
            
              
                
                  
                    	
                            100         
                              

                          	(a)	
                            
                              
                                The
                                  Directors may from time to time provide for the
                                  management of the affairs
                                  of the Company in such manner as they shall think
                                  fit and the provisions
                                  contained in the next following paragraphs shall
                                  be without prejudice to
                                  the general powers conferred by this
                                  paragraph.

                              

                            

                          


                  

                

              

            

          

        

      

       

    

    
      
        
          
            	
                  	
                    (b)

                  	
                    The
                      Directors from time to time and at any time may establish any
                      committees,
                      local boards or agencies for managing any of the affairs of
                      the Company
                      and may appoint any persons to be members of such committees
                      or local
                      boards or any managers or agents and may fix their
                      remuneration.

                  


          

        

      

    

     

    
      	
            	(c)	
              The
                Directors from time to time and at any time may delegate to any such
                committee, local board, manager or agent any of the powers, authorities
                and discretions for the time being vested in the Directors and may
                authorise the members for the time being of any such local board,
                or any
                of them to fill up any vacancies therein and to act notwithstanding
                vacancies and any such appointment or delegation may be made on such
                terms
                and subject to such conditions as the Directors may think fit and
                the
                Directors may at any time remove any person so appointed and may
                annul or
                vary any such delegation, but no person dealing in good faith and
                without
                notice of any such annulment or variation shall be affected
                thereby.

            


    

     

    
      
        
        

      

      
        -
          22
          -

        
          

        

      

      
        
        

      

    

     

    
      
        	
              	(d)	
                Any
                  such delegates as aforesaid may be authorised by the Directors
                  to
                  subdelegate all or any of the powers, authorities, and discretions
                  for the
                  time being vested in them.

              


      

    

     

    
      
        	
              	(e)	
                Without
                  prejudice to the freedom of the Directors to establish any other
                  committees, for so long as the ADSs of the Company are listed or
                  quoted on
                  Nasdaq, it shall establish and maintain an Audit Committee as a
                  committee
                  of the board, the composition and responsibilities of which shall
                  comply
                  with the applicable rules of both the NASD Manual & Notices to
                  Members, as amended from time to time and the U.S. Sarbanes Oxley
                  Act of
                  2002. Unless otherwise permitted under the NASD Manual & Notices to
                  Members, the Audit Committee shall have at least three members,
                  comprised
                  solely of Independent Directors who do not own or control 20% or
                  more of
                  any class of voting securities of the Company or such other Directors
                  as
                  allowed from time to time and satisfy the following
                  qualifications:

              


      

    

     

    
      
        	
              	(i)	
                each
                  is able to read and understand fundamental financial statements,
                  including
                  the Company’s balance sheet, income statement, and cash flow statement;
                  and

              


      

    

     

    
      
        	
              	(ii)	
                at
                  least one of them has past employment experience in finance or
                  accounting,
                  requisite professional experience in accounting, or any other comparable
                  experience or background which results in the individual Director’s
                  financial sophistication, including being or have been a chief
                  executive
                  officer, chief financial officer or other senior officer with financial
                  oversight responsibilities.

              


      

    

     

    
      
        	
              	(f)	
                The
                  Company shall adopt a formal written audit committee charter and
                  review
                  and assess the adequacy of the formal written charter on an annual
                  basis.
                  The charter shall specify the responsibilities of the Audit Committee
                  which shall include responsibility for, among other things, ensuring
                  its
                  receipt from the outside auditors of the Company of a formal written
                  statement delineating all relationships between the auditor and
                  the
                  Company, and the Audit Committee’s responsibility for actively engaging in
                  a dialogue with the auditor with respect to any disclosed relationships
                  or
                  services that may impact the objectivity and independence of the
                  auditor
                  take appropriate action to oversee the independence of the outside
                  auditor. 

              


      

    

     

    
      
        	
              	(g)	
                Unless
                  a Chairperson is elected by the Directors, the members of the Audit
                  Committee may designate a chairperson by majority vote of the full
                  Audit
                  Committee membership.

              


      

    

     

    
      
        	
              	(h)	
                The
                  Audit Committee shall meet at least four times annually, or more
                  frequently as circumstances
                  dictate.

              


      

    

     

    
      
        	
              	(i)	
                For
                  so long as the ADSs of the Company are listed or quoted on Nasdaq,
                  the
                  Company shall conduct an appropriate review of all material Related
                  Party
                  Transactions on an ongoing basis and shall utilize the Audit Committee
                  for
                  the review and approval of potential conflicts of interest
                  situations.

              


      

    

     

    
      
        
        

      

      
        -
          23
          -

        
          

        

      

      
        
        

      

    

     

    
      
        	
              	(j)	
                Without
                  prejudice to the freedom of the Directors to establish any other
                  committees, the Board may establish a Compensation Committee to
                  assist the
                  board in reviewing and approving the compensation structure for
                  the
                  Company’s directors and officers. Unless otherwise permitted under the
                  NASD Manual & Notices to Members, for so long as the ADSs of the
                  Company are listed or quoted on Nasdaq, the Compensation Committee
                  shall
                  have at least three members, comprised solely of Independent Directors.
                  The Compensation Committee shall evaluate the performance of the
                  Company’s
                  senior executive officers and approve the compensation for such
                  senior
                  executive officers. The Company shall adopt a formal written nomination
                  charter and assess the adequacy of such formal written charter
                  on an
                  annual basis.

              


      

    

     

    
      
        	
              	(k)	
                Without
                  prejudice to the freedom of the Directors to establish any other
                  committees, the Board may establish a Nomination Committee to assist
                  the
                  board in identifying qualified individuals to become board members
                  and in
                  determining the composition of the board and its committees. Unless
                  otherwise permitted under the NASD Manual & Notices to Members, for so
                  long as the ADSs of the Company are listed or quoted on Nasdaq,
                  the
                  Nomination Committee shall have at least three members, comprised
                  solely
                  of Independent Directors. The Company shall adopt a formal written
                  nomination charter and assess the adequacy of such formal written
                  charter
                  on an annual basis.

              


      

    

     

     

    INTERESTED
      DIRECTORS

     

    
      
        
          	101	
                  No
                    Director or proposed Director shall be disqualified by his office
                    from
                    contracting with the Company either as vendor, purchaser or otherwise
                    nor
                    shall any such contract or any contract or arrangement entered
                    into by or
                    on behalf of the Company with any person, company or partnership
                    of or in
                    which any Director shall be a member or otherwise interested
                    be capable on
                    that account of being avoided, nor shall any Director so contracting
                    or
                    being any member or so interested be liable to account to the
                    Company for
                    any profit so realised by any such contract or arrangement by
                    reason only
                    of such Director holding that office or the fiduciary relationship,
                    thereby established, provided that (a) such Director shall, if
                    his
                    interest in such contract or arrangement is material, declare
                    the nature
                    of his interest at the earliest meeting of the Board at which
                    it is
                    practicable for him to do so, either specifically or by way of
                    a general
                    notice stating that, by reason of the facts specified in the
                    notice, he is
                    to be regarded as interested in any contracts of a specified
                    description
                    which may subsequently be made by the Company and (b) if such
                    contract or
                    arrangement is a Related Party Transaction, such Related Party
                    Transaction
                    has been approved by the Audit
                    Committee.

                


        

      

    

     

    
      
        	102	
                Subject
                  to any requirement under Applicable Laws, including disclosure
                  requirements on Related Party Transactions, any Director may continue
                  to
                  be or become a director, managing director, joint managing director,
                  deputy managing director, executive director, manager or other
                  officer or
                  member of any other company in which the Company may be interested
                  and
                  (unless otherwise agreed between the Company and the Director)
                  no such
                  Director shall be liable to account to the Company or the members
                  for any
                  remuneration or other benefits received by him as a director, managing
                  director, joint managing director, deputy managing director, executive
                  director, manager or other officer or member of any such other
                  company.
                  The Directors may exercise the voting powers conferred by the shares
                  in
                  any other company held or owned by the Company, or exercisable
                  by them as
                  directors of such other company in such manner in all respects
                  as they
                  think fit (including the exercise thereof in favour of any resolution
                  appointing themselves or any of them directors, managing directors,
                  joint
                  managing directors; deputy managing directors, executive directors,
                  managers or other officers of such company) and any Director may
                  vote in
                  favour of the exercise of such voting rights in the manner aforesaid
                  notwithstanding that he may be, or is about to be, appointed a
                  director,
                  managing director, joint managing director, deputy managing director,
                  executive director, manager or other officer of such a company,
                  and that
                  as such he is or may become interested in the exercise of such
                  voting
                  rights in the manner
                  aforesaid.

              


      

    

     

    
      
        
        

      

      
        -
          24
          -

        
          

        

      

      
        
        

      

    

     

    
      
        	103	
                A
                  Director may hold any other office or place of profit with the
                  Company
                  (except that of Auditor) in conjunction with his office of Director
                  for
                  such period and upon such terms as the Board may determine, and
                  may be
                  paid such extra remuneration therefor (whether by way of salary,
                  commission, participation in profit or otherwise) as the Board
                  may
                  determine, and such extra remuneration shall be in addition to
                  any
                  remuneration provided for by or pursuant to any other
                  Article.

              


      

    

     

    
      
        	104	
                No
                  person shall be disqualified from the office of Director or alternate
                  Director or prevented by such office from contracting with the
                  Company,
                  either as vendor, purchaser or otherwise, nor shall any such contract
                  or
                  any contract or transaction entered into by or on behalf of the
                  Company in
                  which any Director or alternate Director shall be in any way interested
                  be
                  or be liable to be avoided, nor shall any Director or alternate
                  Director
                  so contracting or being so interested be liable to account to the
                  Company
                  for any profit realised by any such contract or transaction by
                  reason of
                  such Director holding office or of the fiduciary relation thereby
                  established; provided that such Related Party Transaction has been
                  approved by the Audit Committee.


              


      

    

     

     

    MANAGING
      DIRECTORS

     

    
      
        
          	105	
                  The
                    Directors may, from time to time, appoint one or more of their
                    body (but
                    not an alternate Director) to the office of Managing Director
                    for such
                    term and at such remuneration (whether by way of salary, or commission,
                    or
                    participation in profits, or partly in one way and partly in
                    another) as
                    they may think fit, subject to Article 100(j), but his appointment
                    shall
                    be subject to determination ipso facto if he ceases for any cause
                    to be a
                    Director and no alternate Director appointed by him can act in
                    his stead
                    as a Director or Managing
                    Director.

                


        

      

    

     

    
      
        	106	
                The
                  Directors may entrust to and confer upon a Managing Director any
                  of the
                  powers exercisable by them upon such terms and conditions and with
                  such
                  restrictions as they may think fit and either collaterally with
                  or to the
                  exclusion of their own powers and may from time to time revoke,
                  withdraw,
                  alter or vary all or any of such
                  powers.

              


      

    

     

    
      
        
        

      

      
        -
          25
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    PROCEEDINGS
      OF DIRECTORS

     

    
      
        	107	
                Except
                  as otherwise provided by these Articles, the Directors shall meet
                  together
                  for the despatch of business, convening, adjourning and otherwise
                  regulating their meetings as they think fit. Questions arising
                  at any
                  meeting shall be decided by a majority of votes of the Directors
                  and
                  alternate Directors present at a meeting at which there is a quorum,
                  the
                  vote of an alternate Director not being counted if his appointor
                  be
                  present at such meeting. In case of an equality of votes, the Chairman
                  shall have a second or casting
                  vote.

              


      

    

     

    
      
        	108	
                A
                  Director or alternate Director may, and the Secretary on the requisition
                  of a Director or alternate Director shall, at any time summon a
                  meeting of
                  the Directors by at least two days' notice in writing to every
                  Director
                  and alternate Director which notice shall set forth the general
                  nature of
                  the business to be considered unless notice is waived by all the
                  Directors
                  (or their alternates) either at, before or after the meeting is
                  held and,
                  provided, however, if notice is given in person, by cable, telex
                  or
                  telecopy the same shall be deemed to have been given on the day
                  it is
                  delivered to the Directors or transmitting organisation as the
                  case may
                  be. The provisions of Article 51 shall apply mutatis
                  mutandis with
                  respect to notices of meetings of
                  Directors.

              


      

    

     

    
      
        	109	
                The
                  quorum necessary for the transaction of the business of the Directors
                  may
                  be fixed by the Directors and unless so fixed shall be two, a Director
                  and
                  his appointed alternate Director being considered only one person
                  for this
                  purpose, provided always that if there shall at any time be only
                  a sole
                  Director the quorum shall be one. For the purposes of this Article
                  an
                  alternate Director or proxy appointed by a Director shall be counted
                  in a
                  quorum at a meeting at which the Director appointing him is not
                  present.
                  

              


      

    

     

    
      
        	110	
                The
                  continuing Directors may act notwithstanding any vacancy in their
                  body,
                  but if and so long as their number is reduced below the number
                  fixed by or
                  pursuant to these Articles as the necessary quorum of Directors,
                  the
                  continuing Director or Directors may act for the purpose of increasing
                  the
                  number of Directors to that number or of summoning a general meeting
                  of
                  the Company, but for no other
                  purpose.

              


      

    

     

    
      
        	111	
                The
                  Directors may elect a Chairman of their Board and determine the
                  period for
                  which he is to hold office; but if no such Chairman is elected,
                  or if at
                  any meeting the Chairman is not present within five minutes after
                  the time
                  appointed for holding the same, the Directors present may choose
                  one of
                  their number to be Chairman of the
                  meeting.

              


      

    

     

    
      
        	112	
                The
                  Directors may delegate any of their powers to committees consisting
                  of
                  such member or members of the Board of Directors (including Alternate
                  Directors in the absence of their appointors) as they think fit;
                  any
                  committee so formed shall in the exercise of the powers so delegated
                  conform to any regulations that may be imposed on it by the
                  Directors.

              


      

    

     

    
      
        	113	
                A
                  committee may meet and adjourn as it thinks proper. Questions arising
                  at
                  any meeting shall be determined by a majority of votes of the members
                  present, and in the case of an equality of votes the Chairman shall
                  have a
                  second or casting vote.

              


      

    

     

    
      
        
        

      

      
        -
          26
          -

        
          

        

      

      
        
        

      

    

     

    
      
        	114	
                All
                  acts done by any meeting of the Directors or of a committee of
                  Directors
                  (including any person acting as an alternate Director) shall,
                  notwithstanding that it be afterwards discovered that there was
                  some
                  defect in the appointment of any Director or alternate Director,
                  or that
                  they or any of them were disqualified, be as valid as if every
                  such person
                  had been duly appointed and qualified to be a Director or alternate
                  Director as the case may be.

              


      

    

     

    
      
        	115	
                Members
                  of the Board or of any committee thereof may participate in a meeting
                  of
                  the Board or of such committee by means of conference telephone
                  or similar
                  communications equipment by means of which all persons participating
                  in
                  the meeting can hear each other and participation in a meeting
                  pursuant to
                  this provision shall constitute presence in person at such meeting.
                  A
                  resolution in writing (in one or more counterparts), signed by
                  all the
                  Directors for the time being or all the members of a committee
                  of
                  Directors (an alternate Director being entitled to sign such resolution
                  on
                  behalf of his appointor) shall be as valid and effectual as if
                  it had been
                  passed at a meeting of the Directors or committee as the case may
                  be duly
                  convened and held.

              


      

    

     

     

    VACATION
      OF OFFICE OF DIRECTOR

     

     

    
      
        	116	
                The
                  office of a Director shall be
                  vacated:

              


      

    

     

    
      
        	
              	(a)	
                if
                  he gives notice in writing to the Company that he resigns the office
                  of
                  Director; or

              


      

    

     

    
      
        	
              	(b)	
                if
                  he absents himself (without being represented by proxy or an alternate
                  Director appointed by him) from three consecutive meetings of the
                  Board
                  without special leave of absence from the Directors, and they pass
                  a
                  resolution that he has by reason of such absence vacated office;
                  or

              


      

    

     

    
      
        	
              	(c)	
                if
                  he dies, becomes bankrupt or makes any arrangement or composition
                  with his
                  creditors generally; or

              


      

    

     

    
      
        	
              	(d)	
                if
                  he is found to be or becomes of unsound
                  mind.

              


      

    

     

     

    APPOINTMENT
      AND REMOVAL OF DIRECTORS

     

    
      
        	117	
                The
                  Directors shall be divided into three classes, designated Class
                  I, Class
                  II, and Class III, as nearly equal in number as the then total
                  number of
                  directors permits. At the 2006 annual meeting of shareholders,
                  all
                  Directors shall stand for election. Class I Directors shall be
                  elected for
                  a one-year term, Class II Directors for a two-year term and Class
                  III
                  Directors for a three-year term. At each succeeding annual meeting
                  of
                  shareholders beginning in 2007, successors to the class of Directors
                  whose
                  terms expire at that annual meeting shall be elected for a three-year
                  term. If the number of Directors is changed, any increase or decrease
                  shall be apportioned among the classes so as to maintain the number
                  of
                  Directors in each class as nearly equal as possible, and any additional
                  Directors of any class elected to fill a vacancy resulting from
                  an
                  increase in such class shall hold office for a term that shall
                  coincide
                  with the remaining term of that class, but in no case will a decrease
                  in
                  the number of directors shorten the term of any incumbent Director.
                  Notwithstanding the foregoing, whenever the holders of any one
                  or more
                  classes or series of preferred share issued by the Company shall
                  have the
                  right, voting separately by class or series, to elect Directors
                  at an
                  annual or special meeting of shareholders, the election, term of
                  office,
                  filling of vacancies and other features of such directorships shall
                  be
                  governed by the applicable terms of these Articles and any certificate
                  of
                  designation creating such class or series of preferred share, and
                  such
                  Directors so elected shall not be divided into classes pursuant
                  to this
                  Article 117 or considered part of such classes unless expressly
                  provided
                  by such terms.

              


      

    

     

    
      
        
        

      

      
        -
          27
          -

        
          

        

      

      
        
        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      	
                              118         
                                

                            	(a)	
                              
                                The
                                  Members may by Special Resolution at any time remove
                                  any Director for
                                  negligence or other reasonable cause before the
                                  expiration of his period
                                  of office notwithstanding anything in these Articles
                                  or in any agreement
                                  between the Company and such Director, and may
                                  by ordinary resolution
                                  elect another person in his stead. Any person so
                                  elected shall hold office
                                  during such term only as the Director in whose
                                  place he is elected would
                                  have held the same if he had not been removed.
                                  Subject to Article 117, the
                                  Directors shall have power at any time and from
                                  time to time to appoint
                                  any person to be a Director, either as an addition
                                  to the existing
                                  Directors or to fill a vacancy resulting from death,
                                  resignation,
                                  retirement, disqualification, removal from office
                                  or any other reason, but
                                  so that the total amount of Directors (exclusive
                                  of alternate directors)
                                  shall not at any time exceed the number fixed in
                                  accordance with these
                                  Articles.

                              

                            


                    

                  

                

              

            

          

        

         

      

    

    
      
        
          	
                	
                  (b)

                	
                  Nothing
                    in this Article should be taken as depriving a Director removed
                    under any
                    provisions of this Article of compensation or damages payable
                    to him in
                    respect of the termination of his appointment as Director or
                    of any other
                    appointment or office as a result of the termination of his appointment
                    as
                    Director or as derogatory from any power to remove a Director
                    which may
                    exist apart from the provision of this
                    Article.

                


        

      

    

     

     

    PRESUMPTION
      OF ASSENT

     

    
      
        	119	
                A
                  Director who is present at a meeting of the Board at which action
                  on any
                  Company matter is taken shall be presumed to have assented to the
                  action
                  taken unless his dissent shall be entered in the minutes of the
                  meeting or
                  unless he shall file his written dissent from such action with
                  the person
                  acting as the Chairman or Secretary of the meeting before the adjournment
                  thereof or shall forward such dissent by registered post to such
                  person
                  immediately after the adjournment of the meeting. Such right to
                  dissent
                  shall not apply to a Director who voted in favour of such
                  action.

              


      

    

     

    
      
        
        

      

      
        -
          28
          -

        
          

        

      

      
        
        

      

    

     

    SEAL

    
       

      
        	
                120

              	
                (a)

              	
                The
                  Company may, if the Directors so determine, have a Seal. The Seal
                  shall
                  only be used by the authority of the Directors or of a committee
                  of the
                  Directors authorised by the Directors. Every instrument to which
                  the Seal
                  has been affixed shall be signed by at least one person who shall
                  be
                  either a Director or some officer or other person appointed by
                  the
                  Directors for the purpose.

              


      

       

      
        	 	
                (b)

              	
                The
                  Company may have for use in any place or places outside the Cayman
                  Islands
                  a duplicate Seal or Seals each of which shall be a facsimile of
                  the Seal
                  and, if the Directors so determine, with the addition on its face
                  of the
                  name of every place where it is to be
                  used.

              


      

       

      
        	 	
                (c)

              	
                A
                  Director or officer, representative or attorney may without further
                  authority of the Directors affix the Seal over his signature alone
                  to any
                  document of the Company required to be authenticated by him under
                  Seal or
                  to be filed with the Registrar of Companies in the Cayman Islands
                  or
                  elsewhere wheresoever.

              


      

       

       

      OFFICERS

       

      
        	
                121

              	
                The
                  Company may have a President, a Secretary or Secretary Treasurer
                  appointed
                  by the Directors. The Directors may also from time to time appoint
                  such
                  other officers as they consider necessary, all for such terms,
                  at such
                  remuneration and to perform such duties, and subject to such provisions
                  as
                  to disqualification and removal as the Directors from time to time
                  prescribe.

              


      

       

       

      DIVIDENDS,
        DISTRIBUTIONS AND RESERVE

       

      
        	
                122

              	
                Subject
                  to the Companies Law, the Directors may from time to time declare
                  dividends (including interim dividends) and distributions on Shares
                  outstanding and authorise payment of the same out of the funds
                  of the
                  Company lawfully available
                  therefor.

              


      

       

      
        	
                123

              	
                The
                  Directors may, before declaring any dividends or distributions,
                  set aside
                  such sums as they think proper as a reserve or reserves which shall
                  at the
                  discretion of the Directors, be applicable for any purpose of the
                  Company
                  and pending such application may, at the like discretion, be employed
                  in
                  the business of the Company.

              


      

       

      
        	
                124

              	
                No
                  dividend or distribution shall be payable except out of the profits
                  of the
                  Company, realised or unrealised, or out of the Share Premium Account
                  or as
                  otherwise permitted by the Companies
                  Law.

              


      

       

      
        	
                125

              	
                Subject
                  to the rights of persons, if any, entitled to Shares with special
                  rights
                  as to dividends or distributions, if dividends or distributions
                  are to be
                  declared on a class of Shares they shall be declared and paid according
                  to
                  the amounts paid or credited as paid on the Shares of such class
                  outstanding on the record date for such dividend or distribution
                  as
                  determined in accordance with these Articles but no amount paid
                  or
                  credited as paid on a Share in advance of calls shall be treated
                  for the
                  purpose of this Article as paid on the
                  Share.

              


      

       

      
        
          
          

        

        
          -
            29
            -

          
            

          

        

        
          
          

        

      

       

      
        	
                126

              	
                The
                  Directors may deduct from any dividend or distribution payable
                  to any
                  Member all sums of money (if any) presently payable by him to the
                  Company
                  on account of calls or otherwise.

              


      

       

      
        	
                127

              	
                The
                  Board may, with the sanction of the Members in general meeting,
                  direct
                  that any dividend be satisfied wholly or in part by the distribution
                  of
                  specific assets of any kind and in particular of paid up shares,
                  debentures or warrants to subscribe securities of any other company,
                  or in
                  any one or more of such ways, and where any difficulty arises in
                  regard to
                  the distribution the Board may settle the same as it thinks expedient,
                  and
                  in particular may disregard fractional entitlements, round the
                  same up or
                  down or provide that the same shall accrue to the benefit of the
                  Company,
                  and may fix the value for distribution of such specific assets,
                  or any
                  part thereof, and may determine that cash payments shall be made
                  to any
                  members upon the footing of the value so fixed in order to adjust
                  the
                  rights of all parties, and may vest any such specific assets in
                  trustees
                  as may seem expedient to the Board and may appoint any person to
                  sign any
                  requisite instruments of transfer and other documents on behalf
                  of the
                  persons entitled to the dividend and such appointment shall be
                  effective.
                  Where required, a contract shall be filed in accordance with the
                  provisions of the Companies Law and the Board may appoint any person
                  to
                  sign such contract on behalf of the persons entitled to the dividend
                  and
                  such appointment shall be
                  effective.

              


      

       

      
        	
                128

              	
                Unless
                  otherwise directed by the Board, any dividend, interest or other
                  sum
                  payable in cash to a holder of shares may be paid by cheque or
                  warrant
                  sent through the post to the registered address of the member entitled,
                  or, in case of joint holders, to the registered address of the
                  person
                  whose name stands first in the register in respect of the joint
                  holding or
                  to such person and to such address as the holder or joint holders
                  may in
                   writing direct. Every cheque or warrant so sent shall be made
                  payable to
                  the order of the holder or, in the case of joint holders, to the
                  order of
                  the holder whose name stands first on the register in respect of
                  such
                  shares and shall be sent at his or their risk, and the payment
                  of any such
                  cheque or warrant by the bank on which it is drawn shall operate
                  as a good
                  discharge to the Company in respect of the dividend and/or bonus
                  represented thereby, notwithstanding that it may subsequently appear
                  that
                  the same has been stolen or that any endorsement thereon has been
                  forged.

              


      

       

      
        	
                129

              	
                The
                  Company may cease sending such cheques for dividend entitlements
                  or
                  dividend warrants by post if such cheques or warrants have been
                  left
                  uncashed on two consecutive occasions. However, the Company may
                  exercise
                  its power to cease sending cheques for dividend entitlements or
                  dividend
                  warrants after the first occasion on which such a cheque or warrant
                  is
                  returned undelivered.

              


      

       

      
        	
                130

              	
                All
                  dividends or bonuses unclaimed for one year after having been declared
                  may
                  be invested or otherwise made use of by the Board for the exclusive
                  benefit of the Company until claimed and the Company shall not
                  be
                  constituted a trustee in respect thereof or be required to account
                  for any
                  money earned thereon. All dividends or bonuses unclaimed for six
                  years
                  after having been declared may be forfeited by the Board and shall
                  revert
                  to the Company and after such forfeiture no member or other person
                  shall
                  have any right to or claim in respect of such dividends or
                  bonuses.

              


      

       

      
        
          
          

        

        
          -
            30
            -

          
            

          

        

        
          
          

        

      

       

      
        	
                131

              	
                No
                  dividend or distribution shall bear interest against the Company.
                  

              


      

       

       

      UNTRACEABLE
        MEMBERS

       

      
        	
                132

              	
                (a)

              	
                The
                  Company shall be entitled to sell any shares of a member or the
                  shares to
                  which a person is entitled by virtue of transmission on death or
                  bankruptcy or operation of law if and provided
                  that:

              


      

       

      
        	 	
                (i)

              	
                all
                  cheques or warrants, not being less than three in number, for any
                  sums
                  payable in cash to the holder of such shares have remained uncashed
                  for a
                  period of 12 years;

              


      

       

      
        	 	
                (ii)

              	
                the
                  Company has not during that time or before the expiry of the three
                  month
                  period referred to in paragraph (iv) below received any indication
                  of the
                  whereabouts or existence of the member or person entitled to such
                  shares
                  by death, bankruptcy or operation of
                  law;

              


      

       

      
        	 	
                (iii)

              	
                during
                  the 12-year period, at least three dividends in respect of the
                  shares in
                  question have become payable and no dividend during that period
                  has been
                  claimed by the member; and

              


      

       

      
        	 	
                (iv)

              	
                upon
                  expiry of the 12-year period, the Company has caused an advertisement
                  to
                  be published in the newspapers or by electronic communication in
                  the
                  manner in which notices may be served by the Company by electronic
                  means
                  as herein provided, giving notice of its intention to sell such
                  shares,
                  and a period of three months has elapsed since such
                  advertisement.

              


      

       

      The
        net
        proceeds of any such sale shall belong to the Company and upon receipt by
        the
        Company of such net proceeds it shall become indebted to the former member
        for
        an amount equal to such net proceeds.

       

      
        	 	
                (b)

              	
                To
                  give effect to any sale contemplated by paragraph (a) the Company
                  may
                  appoint any person to execute as transferor an instrument of transfer
                  of
                  the said shares and such other documents as are necessary to effect
                  the
                  transfer, and such documents shall be as effective as if it had
                  been
                  executed by the registered holder of or person entitled by transmission
                  to
                  such shares and the title of the transferee shall not be affected
                  by any
                  irregularity or invalidity in the proceedings relating thereto.
                  The net
                  proceeds of sale shall belong to the Company which shall be obliged
                  to
                  account to the former member or other person previously entitled
                  as
                  aforesaid for an amount equal to such proceeds and shall enter
                  the name of
                  such former member or other person in the books of the Company
                  as a
                  creditor for such amount. No trust shall be created in respect
                  of the
                  debt, no interest shall be payable in respect of the same and the
                  Company
                  shall not be required to account for any money earned on the net
                  proceeds,
                  which may be employed in the business of the Company or invested
                  in such
                  investments (other than shares or other securities in or of the
                  Company or
                  its holding company if any) or as the Board may from time to time
                  think
                  fit.

              


      

       

      
        
          
          

        

        
          -
            31
            -

          
            

          

        

        
          
          

        

      

       

      RECORD
        DATES

       

      
        	
                133

              	
                Notwithstanding
                  any other provisions of these Articles of the Company or the Applicable
                  Laws, the Board may fix any date as the record date for any dividend,
                  distribution, allotment or issue and such record date may be on
                  or at any
                  time before or after any date on which such dividend, distribution,
                  allotment or issue is declared, paid or
                  made.

              


      

       

       

      CAPITALISATION

       

      
        	
                134

              	
                The
                  Company may capitalise any sum standing to the credit of any of
                  the
                  Company's reserve accounts (including Share Premium Account and
                  capital
                  redemption reserve fund) or any sum standing to the credit of profit
                  and
                  loss account or otherwise available for distribution and to appropriate
                  such sum to Members in the proportions in which such sum would
                  have been
                  divisible amongst them had the same been a distribution of profits
                  by way
                  of dividend and to apply such sum on their behalf in paying up
                  in full
                  unissued Shares for allotment and distribution credited as fully
                  paid up
                  to and amongst them in the proportion aforesaid. In such event
                  the
                  Directors shall do all acts and things required to give effect
                  to such
                  capitalisation, with full power to the Directors to make such provisions
                  as they think fit for the case of Shares becoming distributable
                  in
                  fractions (including provisions whereby the benefit of fractional
                  entitlements accrue to the Company rather than to the Members concerned).
                  The Directors may authorise any person to enter on behalf of all
                  of the
                  Members interested into an agreement with the Company providing
                  for such
                  capitalisation and matters incidental thereto and any agreement
                  made under
                  such authority shall be effective and binding on all
                  concerned.

              


      

       

       

      BOOKS
        OF ACCOUNT

       

      
        	
                135

              	
                The
                  Directors shall cause proper books of account to be kept with respect
                  to:

              


      

       

      
        	 	
                (a)

              	
                all
                  sums of money received and expended by the Company and the matters
                  in
                  respect of which the receipt or expenditure takes
                  place;

              


      

       

      
        	 	
                (b)

              	
                all
                  sales and purchases of goods by the Company;
                  and

              


      

       

      
        	 	
                (c)

              	
                the
                  assets and liabilities of the
                  Company.

              


      

       

      Proper
        books shall not be deemed to be kept if there are not kept such books of
        account
        as are necessary to give a true and fair view of the state of the Company's
        affairs and to explain its transactions.

       

      
        	
                136

              	
                The
                  Directors shall from time to time determine whether and to what
                  extent and
                  at what times and places and under what conditions or regulations
                  the
                  accounts and books of the Company or any of them shall be open
                  to the
                  inspection of Members not being Directors and no Member (not being
                  a
                  Director) shall have any right of inspecting any account or book
                  or
                  document of the Company except as conferred by the Companies Law
                  or
                  authorised by the Directors or by the Company in general
                  meeting.

              


      

       

      
        
          
          

        

        
          -
            32
            -

          
            

          

        

        
          
          

        

      

       

      
        	
                137

              	
                The
                  Directors may from time to time cause to be prepared and to be
                  laid before
                  the Company in general meeting profit and loss accounts, balance
                  sheets,
                  group accounts (if any) and such other reports and accounts as
                  may be
                  required by law.

              


      

       

       

      ANNUAL
        RETURNS AND FILINGS

       

      
        	
                138

              	
                The
                  Board shall make the requisite annual returns and any other requisite
                  filings in accordance with the Applicable
                  Laws.

              


      

       

       

      AUDIT

       

      
        	
                139

              	
                The
                  Directors may appoint an Auditor who shall hold office until removed
                  from
                  office by a resolution of the Directors and may fix his or their
                  remuneration. Notwithstanding the above, for so long as the ADSs
                  of the
                  Company are listed or quoted on Nasdaq, the Audit Committee is
                  directly
                  responsible for the appointment, remuneration, retention and oversight
                  of
                  the Company's Auditors.

              


      

       

      
        	
                140

              	
                Every
                  Auditor shall have a right of access at all times to the books
                  and
                  accounts and vouchers of the Company and shall be entitled to require
                  from
                  the Directors and officers of the Company such information and
                  explanation
                  as may be necessary for the performance of the duties of the
                  auditors.

              


      

       

      
        	
                141

              	
                Auditors
                  shall, if so required by the Directors, make a report on the accounts
                  of
                  the Company during their tenure of office at the next annual general
                  meeting following their appointment in the case of a company which
                  is
                  registered with the Registrar of Companies as an ordinary company,
                  and at
                  the next extraordinary general meeting following their appointment
                  in the
                  case of a company which is registered with the Registrar of Companies
                  as
                  an exempted company, and at any time during their term of office,
                  upon
                  request of the Directors or any general meeting of the
                  Members.

              


      

       

       

      NOTICES

       

      
        	
                142

              	
                Notices
                  shall be in writing and may be given by the Company to any Member
                  either
                  personally or by sending it by post, cable, telex, fax or e-mail
                  to him or
                  to his address as shown in the Register of Members (or where the
                  notice is
                  given by e-mail by sending it to the e-mail address provided by
                  such
                  Member). Any notice, if posted from one country to another, is
                  to be sent
                  airmail.

              


      

       

      
        	
                143

              	
                (a)

              	
                Where
                  a notice is sent by post, service of the notice shall be deemed
                  to be
                  effected by properly addressing, pre paying and posting a letter
                  containing the notice, and shall be deemed to have been received
                  on the
                  fifth day (not including Saturdays or Sundays or public holidays)
                  following the day on which the notice was
                  posted.

              


      

       

      
        
          
          

        

        
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                (b)

              	
                Where
                  a notice is sent by cable, telex, or fax, service of the notice
                  shall be
                  deemed to be effected by properly addressing, and sending such
                  notice and
                  shall be deemed to have been received on the same day that it was
                  transmitted. 

              


      

       

      
        	 	
                (c)

              	
                Where
                  a notice is given by e-mail service shall be deemed to be effected
                  by
                  transmitting the e-mail to the e-mail address provided by the intended
                  recipient and shall be deemed to have been received on the same
                  day that
                  it was sent, and it shall not be necessary for the receipt of the
                  e-mail
                  to be acknowledged by the
                  recipient.

              


      

       

      
        	
                144

              	
                A
                  notice may be given by the Company to the person or persons which
                  the
                  Company has been advised are entitled to a Share or Shares in consequence
                  of the death or bankruptcy of a Member in the same manner as other
                  notices
                  which are required to be given under these Articles and shall be
                  addressed
                  to them by name, or by the title of representatives of the deceased,
                  or
                  trustee of the bankrupt, or by any like description at the address
                  supplied for that purpose by the persons claiming to be so entitled,
                  or at
                  the option of the Company by giving the notice in any manner in
                  which the
                  same might have been given if the death or bankruptcy had not
                  occurred.

              


      

       

      
        	
                145

              	
                Notice
                  of every general meeting shall be given in any manner hereinbefore
                  authorised to:

              


      

       

      
        	 	
                (a)

              	
                every
                  person shown as a Member in the Register of Members on the record
                  date for
                  such meeting except that in the case of joint holders the notice
                  shall be
                  sufficient if given to the joint holder first named in the Register
                  of
                  Members;

              


      

       

      
        	 	
                (b)

              	
                every
                  person upon whom the ownership of a Share devolves by reason of
                  his being
                  a legal personal representative or a trustee in bankruptcy of a
                  Member of
                  record where the Member of record but for his death or bankruptcy
                  would be
                  entitled to receive notice of the
                  meeting;

              


      

       

      
        	 	
                (c)

              	
                the
                  Auditors;

              


      

       

      
        	 	
                (d)

              	
                each
                  Director and alternate Director;
                  and

              


      

       

      
        	 	
                (e)

              	
                Nasdaq.

              


      

       

      No
        other
        person shall be entitled to receive notices of general meetings.

       

       

      INFORMATION

       

      
        	
                146

              	
                No
                  Member shall be entitled to require discovery of or any information
                  in
                  respect of any detail of the Company's trading or any which is
                  or may be
                  in the nature of a trade secret or secret process which may relate
                  to the
                  conduct of the business of the Company and which in the opinion
                  of the
                  Board would not be in the interests of the Members to communicate
                  to the
                  public.

              


      

       

      
        	
                147

              	
                The
                  Board shall be entitled to release or disclose any information
                  in its
                  possession, custody or control regarding the Company or its affairs
                  to any
                  of its Members including, without limitation, information contained
                  in the
                  Register of Members and transfer books of the
                  Company.

              


      

       

      
        
          
          

        

        
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      WINDING
        UP

       

      
        	
                148

              	
                Subject
                  to Article 127, if the Company shall be wound up the liquidator
                  may, with
                  the sanction of a Special Resolution of the Company and any other
                  sanction
                  required by the Companies Law, divide amongst the Members in kind
                  the
                  whole or any part of the assets of the Company (whether they shall
                  consist
                  of property of the same kind or not) and may for that purpose value
                  any
                  assets and determine how the division shall be carried out as between
                  the
                  Members or different classes of Members. The liquidator may, with
                  the like
                  sanction, vest the whole or any part of such assets in trustees
                  upon such
                  trusts for the benefit of the Members as the liquidator, with the
                  like
                  sanction, shall think fit, but so that no Member shall be compelled
                  to
                  accept any asset upon which there is a
                  liability.

              


      

       

      
        	
                148A

              	
                If
                  the Company shall be wound up, and the assets available for distribution
                  amongst the Members as such shall be insufficient to repay the
                  whole of
                  the paid-up capital, such assets shall be distributed so that,
                  as nearly
                  as may be, the losses shall be borne by the Members in proportion
                  to the
                  capital paid up, or which ought to have been paid up, at the commencement
                  of the winding up on the shares held by them respectively. And
                  if in a
                  winding up the assets available for distribution amongst the Members
                  shall
                  be more than sufficient to repay the whole of the capital paid
                  up at the
                  commencement of the winding up, the excess shall be distributed
                  amongst
                  the Members in proportion to the capital paid up at the commencement
                  of
                  the winding up on the shares held by them respectively. This Article
                  is to
                  be without prejudice to the rights of the holders of shares issued
                  upon
                  special terms and conditions.

              


      

       

       

      INDEMNITY

       

      
        	
                149

              	
                Every
                  Director, Auditor or officer of the Company shall be indemnified
                  out of
                  the assets of the Company against any liability incurred by him
                  as a
                  result of any act or failure to act in carrying out his functions
                  other
                  than such liability (if any) that he may incur by his own wilful
                  neglect
                  or default. No such Director, Auditor or officer shall be liable
                  to the
                  Company for any loss or damage in carrying out his functions unless
                  that
                  liability arises through the wilful neglect or default of such
                  Director,
                  Auditor or officer.

              


      

       

       

      FINANCIAL
        YEAR

       

      
        	
                150

              	
                Unless
                  the Directors otherwise prescribe, the financial year of the Company
                  shall
                  end on 31st December in each year and shall begin on 1st January
                  in each
                  year.

              


      

       

      
        
          
          

        

        
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      PENSION
        AND SHARE OPTION SCHEMES

       

      
        	
                151

              	
                (a)

              	
                The
                  Board may establish and maintain or procure the establishment and
                  maintenance of any contributory or non-contributory pension or
                  provident
                  or superannuation funds or (with the sanction of an ordinary resolution)
                  employee or executive share option schemes for the benefit of,
                  or 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 of any company which is a subsidiary
                  of the
                  Company, or is allied or associated with the Company or with any
                  such
                  subsidiary company, or who are or were at any time directors or
                  officers
                  of the Company or of any such other company as aforesaid, and holding
                  or
                  who have held any salaried employment or office in the Company
                  or such
                  other company, and the wives, widows, families and dependents of
                  any such
                  persons. The Board may also establish and subsidise or subscribe
                  to any
                  institutions, associations, clubs or funds calculated to be for
                  the
                  benefit of or to advance the interests and well being of the Company
                  or of
                  any such other company as aforesaid, and may make payments for
                  or towards
                  the insurance of any such persons as aforesaid, and subscribe or
                  guarantee
                  money for charitable or benevolent objects or for any exhibition
                  or for
                  any public, general or useful object. The Board may do any of the
                  matters
                  aforesaid, either alone or in conjunction with any such other company
                  as
                  aforesaid. Any 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.

              


      

       

      
        	 	
                (b)

              	
                For
                  so long as the ADSs of the Company are quoted or listed on Nasdaq,
                  a
                  sanction of an ordinary resolution by the Members shall be obtained
                  prior
                  to any issuance of any equity or material amendment to any equity
                  compensation plan as required by applicable rules of the NASD Manual
                  and
                  Notices to Members, as amended from time to
                  time.

              


      

       

       

      AMENDMENTS
        OF ARTICLES

       

      
        	
                152

              	
                Subject
                  to the Companies Law and to any quorum, voting or procedural requirements
                  expressly imposed by these Articles in regard to the variation
                  of rights
                  attached to a specific class of Shares of the Company, the Company
                  may at
                  any time and from time to time by Special Resolution change the
                  name of
                  the Company or alter or amend these Articles or the Memorandum,
                  in whole
                  or in part.

              


      

       

       

      TRANSFER
        BY WAY OF CONTINUATION

       

      
        	
                153

              	
                If
                  the Company is exempted as defined in the Companies Law, it shall,
                  subject
                  to the provisions of the Companies Law and with the approval of
                  a Special
                  Resolution, have the power to register by way of continuation as
                  a body
                  corporate under the laws of any jurisdiction outside the Cayman
                  Islands
                  and to be deregistered in the Cayman
                  Islands.

              


      

    

     

    
      
        
        

      

      
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