Exhibit 1.1
 CONFORMED VERSION
 AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION
 OF
 NOAH EDUCATION HOLDINGS LTD.
   Noah Education Holdings Ltd.




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CONFORMED VERSION
 AMENDED AND RESTATED ARTICLES OF ASSOCIATION
 OF
 NOAH EDUCATION HOLDINGS LTD.
   INTERPRETATION
 1.
    
    In these Articles, unless otherwise defined, the defined terms shall have the meanings
assigned to them as follows:
 Articles
  Board
  Business Day
  Commission




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Companies Law
  Company
  Companys Website
  Designated Stock Exchange
  Directors
  electronic
  electronic communication
  in writing
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Member
  Memorandum of Association
  month
  Ordinary Resolution
  (a)
    
    passed by a simple majority of votes cast by such Members as,
being entitled to do so, vote in person or, in the case of any Member being an
organization, by its duly authorized representative or, where proxies are
allowed, by proxy at a general meeting of the Company; or(b)
    
    approved in writing by all of the Members entitled to vote at a
general meeting of the Company in one or more instruments each signed by one or
more of the Members and the effective date of the resolution so adopted shall
be the date on which the instrument, or the last of such instruments if more
than one, is executed;
 Ordinary Shares
  paid up
  Register of Members
  Registered Office
  Seal
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Securities Act
  share
  signed
  Special Resolution
  Statutes
  year
  2.
    
    In these Articles, save where the context requires otherwise:
 (a)
    
    words importing the singular number shall include the plural number and vice
versa;
 (b)
    
    words importing the masculine gender only shall include the feminine gender;
 (c)
    
    words importing persons only shall include companies or associations or bodies
of persons, whether corporate or not;
 (d)
    
    mayshall be construed as permissive and shallshall be construed as
imperative;
 (e)
    
    a reference to a dollar or dollars (or $) is a reference to dollars of the
United States;
 (f)
    
    references to a statutory enactment shall include reference to any amendment or
re-enactment thereof for the time being in force;
 (g)
    
    any phrase introduced by the terms including, include, in particular or
any similar expression shall be construed as illustrative and shall not limit the sense
of the words preceding those terms; and
 (h)
    
    Section 8 of the Electronic Transactions Law (2003 Revision) shall not apply.
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3.
    
    Subject to the last two preceding Articles, any words defined in the Companies Law shall, if
not inconsistent with the subject or context, bear the same meaning in these Articles.
 PRELIMINARY
 4.
    
    The business of the Company may be commenced as soon after incorporation as the Directors see
fit, notwithstanding that only part of the shares may have been allotted or issued.
 5.
    
    The registered office of the Company shall be at such address in the Cayman Islands as the
Directors shall from time to time determine. The Company may in addition establish and
maintain such other offices and places of business and agencies in such places as the
Directors may from time to time determine.
 SHARE CAPITAL
 6.
    
    The authorized share capital of the Company at the date of adoption of these Articles is
US$50,000 divided into 1,000,000,000 Ordinary Shares of a nominal or par value of US$0.00005
each with power for the Company insofar as is permitted by law, to redeem or purchase any of
its shares and to increase or reduce the said capital subject to the provisions of the
Companies Law and these Articles and to issue any part of its capital, whether original,
redeemed or increased with or without any preference, priority or special privilege or subject
to any postponement of rights or to any conditions or restrictions and so that unless the
conditions of issue shall otherwise expressly declare every issue of shares whether declared
to be preference or otherwise shall be subject to the powers hereinbefore contained.
 ISSUE OF SHARES
 7.
    
    Subject to the provisions, if any, in the Articles and to any direction that may be given by
the Company in a general meeting, the Directors may, in their absolute discretion and without
approval of the holders of Ordinary Shares, cause the Company to issue such amounts of
Ordinary Shares and/or preferred shares (whether in certificated form or non-certificated
form), grant rights over existing shares or issue other securities in one or more series as
they deem necessary and appropriate and determine designations, powers, preferences,
privileges and other rights, including dividend rights, voting rights, conversion rights,
terms of redemption and liquidation
preferences, any or all of which may be greater than the powers and rights associated with
the Ordinary Shares, at such times and on such other terms as they think proper. The
Company shall not issue shares in bearer form.
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REGISTER OF MEMBERS AND SHARE CERTIFICATES
 8.
    
    The Company shall maintain a Register of Members and every person whose name is entered as a
Member in the Register of Members shall, without payment, be entitled to a certificate within
two months after allotment or lodgement of transfer (or within such other period as the
conditions of issue shall provide) in the form determined by the Directors. All certificates
shall specify the share or shares held by that person and the amount paid up thereon, provided
that in respect of a share or shares held jointly by several persons the Company shall not be
bound to issue more than one certificate, and delivery of a certificate for a share to one of
several joint holders shall be sufficient delivery to all. All certificates for shares shall
be delivered personally or sent through the post addressed to the Member entitled thereto at
the Members registered address as appearing in the register.
 9.
    
    Every share certificate of the Company shall bear legends required under the applicable laws,
including the Securities Act.
 10.
    
    Any two or more certificates representing shares of any one class held by any Member may at
the Members request be cancelled and a single new certificate for such shares issued in lieu
on payment (if the Directors shall so require) of US$1.00 or such smaller sum as the Directors
shall determine.
 11.
    
    If a share certificate shall be damaged or defaced or alleged to have been lost, stolen or
destroyed, a new certificate representing the same shares may be issued to the relevant Member
upon request subject to delivery up of the old certificate or (if alleged to have been lost,
stolen or destroyed) compliance with such conditions as to evidence and indemnity and the
payment of out-of-pocket expenses of the Company in connection with the request as the
Directors may think fit.
 12.
    
    In the event that shares are held jointly by several persons, any request may be made by any
one of the joint holders and if so made shall be binding on all of the joint holders.
 TRANSFER OF SHARES
 13.
    
    The instrument of transfer of any share shall be in writing (in the usual or common form or
any other form approved by the Directors) and executed by or on behalf of the transferor and
shall be accompanied by the certificate of the shares to which it relates and such other
evidence as the Directors may reasonably require to show the right of the transferor to make
the transfer. The transferor shall be deemed to remain a holder of the share until the name
of the transferee is entered in the Register of Members in respect thereof. The Board may, in
its sole discretion, decline to register any transfer of any share which is not fully paid up
or on which the Company has a lien. If the Directors refuse to register a transfer they shall,
within two months after the date on which the instrument of transfer was lodged, send to each
of the transferor and the
transferee notice of such refusal. The registration of transfers may, on 14 days notice
being given by advertisement in such one or more newspapers or by electronic means, be
suspended and the register closed at such times and for such periods as the Board may from
time to time determine, provided, however, that the registration of transfers shall not be
suspended nor the register closed for more than 30 days in any year.
 14.
    
    All instruments of transfer that shall be registered shall be retained by the Company.
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REDEMPTION AND PURCHASE OF OWN SHARES
 15.
    
    Subject to the provisions of the Statutes and these Articles, the Company may:
 (a)
    
    issue shares on terms that they are to be redeemed or are liable to be
redeemed at the option of the Member or the Company on such terms and in such manner
as the Directors may, before the issue of the shares, determine;
 (b)
    
    purchase its own shares (including any redeemable shares) provided that the
Members shall have approved the manner of purchase by ordinary resolution or the
manner of purchase shall be in accordance with the following Articles (this
authorisation is in accordance with section 37(2) of the Companies Law or any
modification or re-enactment thereof for the time being in force); and
 (c)
    
    make a payment in respect of the redemption or purchase of its own shares in
any manner permitted by the Statutes, including out of capital.
 16.
    
    Purchase of shares listed on a Designated Stock Exchange: the Company is authorised to
purchase any share listed on a Designated Stock Exchange in accordance with the following
manner of purchase:
 (a)
    
    the maximum number of shares that may be repurchased shall be equal to the
number of issued and outstanding shares less one share; and
 (b)
    
    the repurchase shall be at such time; at such price and on such other terms as
determined and agreed by the Directors in their sole discretion provided however that:
 (i)
    
    such repurchase transactions shall be in accordance with the
relevant code, rules and regulations applicable to the listing of the shares
on the Designated Stock Exchange; and
 (ii)
    
    at the time of the repurchase, the Company is able to pay its
debts as they fall due in the ordinary course of its business.
 17A.
    
    Purchase of shares not listed on a Designated Stock Exchange: the Company is authorized to
purchase any shares not listed on a Designated Stock Exchange in accordance with the following
manner of purchase:
 (a)
    
    the Company shall serve a repurchase notice in a form approved by the Directors
on the Member from whom the shares are to be repurchased at least
two business days prior to the date specified in the notice as being the repurchase
date;
 (b)
    
    the price for the shares being repurchased shall be such price as agreed
between the Directors and the applicable Member;
 (c)
    
    the date of repurchase shall be the date specified in the repurchase notice;
and
 (d)
    
    the repurchase shall be on such other terms as specified in the repurchase
notice as determined and agreed by the Directors and the applicable Member in their
sole discretion.
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17B.
    
    The purchase of any share shall not oblige the Company to purchase any other share other than
as may be required pursuant to applicable law and any other contractual obligations of the
Company.
 18.
    
    The holder of the shares being purchased shall be bound to deliver up to the Company at the
Registered Office or such other place as the Directors shall specify, the certificate(s) (if
any) thereof for cancellation and thereupon the Company shall pay to him the purchase or
redemption monies or consideration in respect thereof.
 VARIATION OF RIGHTS ATTACHING TO SHARES
 19.
    
    If at any time the share capital is divided into different classes of shares, the rights
attaching to any class (unless otherwise provided by the terms of issue of the shares of that
class) may, subject to these Articles, be varied or abrogated with the consent in writing of
the holders of a majority 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.
 20.
    
    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.
 21.
    
    The rights conferred upon the holders of the shares of any class 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 in priority to or pari passu therewith.
 COMMISSION ON SALE OF SHARES
 22.
    
    The Company may, in so far as the Statutes 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.
 NON-RECOGNITION OF TRUSTS
 23.
    
    No person shall be recognised by the Company as holding any share upon any trust and the
Company shall not be bound by or be compelled in any way to recognise (even when having notice
thereof) any equitable, contingent, future, or partial interest in any share, or any interest
in any fractional part of a share, or (except only as is otherwise provided by these Articles
or the Statutes) any other rights in respect of any share except an absolute right to the
entirety thereof in the registered holder.
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LIEN ON SHARES
 24.
    
    The Company shall have a first and paramount lien and charge 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 (if any) thereon. The Companys lien (if any)
on a share shall extend to all dividends or other monies payable in respect thereof.
 25.
    
    The Company may sell, in such manner as the Directors think fit, any shares on which the
Company has a lien, but no sale shall be made unless some sum in respect of which the lien
exists is presently payable nor until the expiration of 14 calendar days after a notice in
writing, stating and demanding payment of such part of the amount in respect of which the lien
exists as is presently payable, has been given to the registered holder for the time being of
the share, or to the persons entitled thereto by reason of the death or bankruptcy of such
registered holder.
 26.
    
    To give effect to any such sale, the Directors may authorise any person to transfer the
 shares sold to, or in accordance with the direction of, the purchaser thereof. The purchaser,
or 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.
 27.
    
    The proceeds of the sale shall be received by the Company and applied in payment of such part
of the amount in respect of which the lien exists as is presently payable, and the residue
shall (subject to a like lien for sums not presently payable as existed upon the shares prior
to the sale) be paid to the person entitled to the shares at the date of the sale.
 CALLS ON SHARES
 28.
    
    The Directors may from time to time make calls upon the Members in respect of any money
unpaid on their shares, and each Member shall (subject to receiving at least 14 calendar days
notice specifying the time or times of payment) pay to the Company at the time or times so
specified the amount called on his shares. A call shall be deemed
to have been made at the time when the resolution of the Directors authorising such call was
passed.
 29.
    
    The joint holders of a share shall be jointly and severally liable to pay calls in respect
thereof.
 30.
    
    If a sum called in respect of a share is not paid before or on the day appointed for payment
thereof, the person from whom the sum is due shall pay interest upon the sum from the day
appointed for the payment thereof to the time of the actual payment at such rate as the
Directors may determine, but the Directors may waive payment of that interest wholly or in
part.
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31.
    
    An amount payable in respect of a share on allotment or at any fixed date, whether on account
of the par value of the share or premium or otherwise, shall be deemed to be a call and if it
is not paid all the provisions of these Articles shall apply as if that amount had become due
and payable by virtue of a call duly made and notified.
 32.
    
    The Directors may make arrangements on the issue of shares for a difference between the
Members, or the particular shares, in the amount of calls to be paid and in the times of
payment.
 33.
    
    The Directors may, if they think fit, receive from any Member willing to advance the same all
or any part of the moneys uncalled and unpaid upon any shares held by him, and upon all or any
of the moneys so advanced may (until the same would otherwise become payable) pay interest at
such rate as may be agreed upon between the Member paying the sum in advance and the
Directors. No such sum paid in advance of calls shall entitle the member paying such sum to
any portion of a dividend declared in respect of any period prior to the date upon which such
sum would, but for such payment, become presently payable.
 FORFEITURE OF SHARES
 34.
    
    If a Member fails to pay any call or installment of a call on the day appointed for payment
thereof, the Directors may, at any time thereafter during such time as any part of such call
or installment remains unpaid, serve a notice on him requiring payment of such much of the
call or installment as is unpaid, together with any interest which may have accrued.
 35.
    
    The notice shall name a further day (not earlier than the expiration of 14 calendar days from
the date of the notice) on or before which the payment required by the notice is to be made,
and shall state that in the event of non-payment at or before the time appointed the shares in
respect of which the call was made will be liable to be forfeited.
 36.
    
    If the requirements of any such notice as aforesaid are not complied with, any share in
respect of which the notice has been given may at any time thereafter, before the payment
required by notice has been made, be forfeited by a resolution of the Directors to that
effect.
 37.
    
    A forfeited share may be sold, re-allotted or otherwise disposed of on such terms and in such
manner as the Directors think fit, and at any time before a sale, re-allotment or disposition
the forfeiture may be cancelled on such terms as the Directors think fit.
 38.
    
    A person whose shares have been forfeited shall cease to be a Member in respect of the
forfeited shares, but shall, notwithstanding the forfeiture, remain liable to pay to the
Company all moneys which at the date of forfeiture were payable by him to the Company in
respect of the shares, but his liability shall cease if and when the Company receives payment
in full of all monies due and payable by him with respect to those shares.
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39.
    
    A statutory declaration in writing that the declarant is a Director of the Company, and that
a share in the Company has been duly forfeited on a date stated in the declaration, shall be
conclusive evidence of the facts therein stated as against all persons claiming to be entitled
to the share. The Company may receive the consideration, if any, given for the share or 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.
 40.
    
    The provisions of these Articles as to forfeiture shall apply in the case of non-payment of
any sum which by the terms of issue of a share becomes due and payable, whether on account of
the par 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
 41.
    
    The Company shall be entitled to charge a fee not exceeding one dollar (US$1.00) on the
registration of every probate, letters of administration, certificate of death or marriage,
power of attorney, notice in lieu of distringas, or other instrument.
 TRANSMISSION OF SHARES
 42.
    
    The legal personal representative of a deceased sole holder of a share shall be the only
person recognised by the Company as having any title to the share. In the case of a share
registered in the name of two or more holders, the survivors or survivor, or the legal
personal representatives of the deceased survivor, shall be the only person recognised by the
Company as having any title to the share.
 43.
    
    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) shall upon such
evidence being produced as may from time to time be properly required by the Directors, have
the right either to be registered as a Member in respect of the share or, instead of being
registered himself, to have some person nominated by him as the transferee. 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.
 44.
    
    A person becoming entitled to a share by reason of the death or bankruptcy of the holder
shall be entitled to the same dividends and other advantages to which he would be entitled if
he were the registered holder of the share, except that he shall not, before being registered
as a Member in respect of the share, be entitled in respect of it to exercise any right
conferred by membership in relation to meetings of the Company, provided however, that the
Directors may at any time give notice requiring any such person to elect either to be
registered himself or to transfer the share, and if the notice is not complied with within 90
calendar 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.
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ALTERATION OF CAPITAL
 45.
    
    Subject to these Articles, the Company may from time to time by Ordinary Resolution increase
the share capital by such sum, to be divided into shares of such classes and amount, as the
resolution shall prescribe.46.
    
    Subject to these Articles, the Company may by Ordinary Resolution:
 (a)
    
    consolidate and divide all or any of its share capital into shares of larger
amount than its existing shares;
 (b)
    
    sub-divide its existing shares, or any of them into shares of a smaller amount
provided that in the subdivision the proportion between the amount paid and the amount,
if any unpaid on each reduced share shall be the same as it was in case of the share
from which the reduced share is derived; and
 (c)
    
    cancel any shares which, at the date of the passing of the resolution, have not
been taken or agreed to be taken by any person and diminish the amount of its share
capital by the amount of the shares so cancelled.
 47.
    
    The Company may by Special Resolution reduce its share capital and any capital redemption
reserve in any manner authorized by law.
 48.
    
    All new shares created hereunder shall be subject to the same provisions with reference to
the payment of calls, liens, transfer, transmission, forfeiture and otherwise as the shares in
the original share capital.
 CLOSING REGISTER OF MEMBERS OR FIXING RECORD DATE
 49.
    
    For the purpose of determining those Members that are entitled to receive notice of, attend
or vote at any meeting of Members or any adjournment thereof, or those Members that are
entitled to receive payment of any dividend, or in order to make a determination as to who is
a Member for any other purpose, the Directors may provide that the Register of Members shall
be closed for transfers for a stated period but not to exceed in any case 30 calendar days.
If the Register of Members shall be so closed for the purpose of determining those Members
that are entitled to receive notice of, attend or vote at a meeting of Members such register
shall be so closed for
at least 10 calendar days immediately preceding such meeting and the record date for such
determination shall be the date of the closure of the Register of Members.
 50.
    
    In lieu of or apart from closing the Register of Members, the Directors may fix in advance or
in arrears a date as the record date for any such determination of those Members that are
entitled to receive notice of, attend or vote at a meeting of the Members, and for the purpose
of determining those Members that are entitled to receive payment of any dividend, the
Directors may, at or within 30 calendar days prior to the date of declaration of such dividend
fix a subsequent date as the record date of such determination.
 51.
    
    If the Register of Members is not so closed and no record date is fixed for the determination
of those Members entitled to receive notice of, attend or vote at a meeting of Members or
those Members that are entitled to receive payment of a dividend, the date on which notice of
the meeting is posted or the date on which the resolution of the Directors declaring such
dividend is adopted, as the case may be, shall be the record date for such determination of
Members. When a determination of those Members that are entitled to receive notice of, attend
or vote at a meeting of Members has been made as provided in this section, such determination
shall apply to any adjournment thereof.
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GENERAL MEETINGS
 52.
    
    All general meetings of the Company other than annual general meetings shall be called
extraordinary general meetings.
 53.
    
    (a)
    
    The Company may hold an annual general meeting but shall not (unless required by the
Companies Law) be obliged to hold an annual general meeting.
 (b)
    
    At these meetings the report of the Directors (if any) shall be presented.
 54.
    
    (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 one-third of the share 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 21 calendar days from the date of the deposit of
the requisition duly proceed to convene a general meeting to be held within a further
21 calendar 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 21 calendar 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.
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NOTICE OF GENERAL MEETINGS
 55.
    
    At least 14 calendar days notice shall be given for any general meeting. Every notice shall
be exclusive of the day on which it is given or deemed to be given and of the day for which it
is given and shall specify the place, the day and the hour of the meeting and the general
nature of the business and shall be given in the manner hereinafter mentioned or in such other
manner if any as may be prescribed by the Company, provided that a general meeting of the
Company shall, whether or not the notice specified in this regulation has been given and
whether or not the provisions of these Articles regarding general meetings have been complied
with, be deemed to have been duly convened if it is so agreed:
 (a)
    
    in the case of an annual general meeting by all the Members (or their proxies)
entitled to attend and vote thereat; and
 (b)
    
    in the case of an extraordinary general meeting by a majority in number of the
Members (or their proxies) having a right to attend and vote at the meeting, being a
majority together holding not less than ninety five per cent in par value of the shares
giving that right.
 56.
    
    The accidental omission to give notice of a meeting to or the non-receipt of a notice of a
meeting by any Member shall not invalidate the proceedings at any meeting.
 PROCEEDINGS AT GENERAL MEETINGS
 57.
    
    No business shall be transacted at any general meeting unless a quorum of Members is present
at the time when the meeting proceeds to business. Members holding not less than an aggregate
of one-third of all voting share capital of the Company in issue present in person or by proxy
or, if a corporation or other non-natural person, by its duly authorized representative or
proxy and entitled to vote, shall be a quorum for all purposes. A person may participate at a
general meeting by conference telephone or other communications equipment by means of which
all the persons participating in the meeting can communicate with each other. Participation
by a person in a general meeting in this manner is treated as presence in person at that
meeting.
 58.
    
    If within half an hour from the time appointed for the meeting a quorum is not present, the
meeting, if convened upon the requisition of Members, shall be dissolved. In any other case
it shall stand adjourned to the same day in the next week, at the same time and place, or to
such other day, time and 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
meeting shall be dissolved.
 59.
    
    The Chairman of the Board of Directors shall preside as chairman at every general meeting of
the Company.
 60.
    
    If at any meeting the Chairman of the Board of Directors is not present within fifteen
minutes after the time appointed for holding the meeting or is unwilling to act as chairman,
the Members present shall choose a chairman of the meeting.
 61.
    
    The Chairman may with the consent of any meeting at which a quorum is present (and shall if
so directed by the meeting) adjourn a meeting from time to time and from place to place, but
no business shall be transacted at any adjourned meeting other than the business left
unfinished at the meeting from which the adjournment took place. When a meeting is adjourned
for 10 calendar days or more, not less than seven Business Days notice of the adjourned
meeting shall be given as in the case of an original meeting. Save as aforesaid it shall not
be necessary to give any notice of an adjournment or of the business to be transacted at an
adjourned meeting.
 62.
    
    At any general meeting a resolution put to the vote of the meeting shall be decided on a show
of hands, unless a poll is (before or on the declaration of the result of the show of hands)
demanded by the chairman or one or more Members present in person or by proxy entitled to vote
and who together hold not less than 10 per cent of the paid up voting share capital of the
Company, and unless a poll is so demanded, a declaration by the chairman that a resolution
has, on a show of hands, been carried, or carried unanimously, or by a particular majority, or
lost, and an entry to that effect in the book of the proceedings of the Company, shall be
conclusive evidence of the fact, without proof of the number or proportion of the votes
recorded in favour of, or against, that resolution.
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63.
    
    If a poll is duly demanded it shall be taken in such manner as the chairman directs, and the
result of the poll shall be deemed to be the resolution of the meeting at which the poll was
demanded. The demand for a poll may be withdrawn.
 64.
    
    In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of
the meeting at which the show of hands takes place or at which the poll is demanded shall 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 meeting directs.
 VOTES OF MEMBERS
 66.
    
    Subject to any rights and restrictions for the time being attached to any class or classes of
 shares, on a show of hands every Member who (being an individual) is present in person or by
proxy or, in a corporation or other non-natural person, who is present by its duly authorized
representative or proxy, at a general meeting of the Company shall have one vote and, on a
poll, shall have one vote for each share registered in his name in the Register of Members.
 67.
    
    In the case of joint holders the vote of the senior who tenders a vote whether in person or
by proxy shall be accepted to the exclusion of the votes of the joint holders and for this
purpose seniority shall be determined by the order in which the names stand in the Register of
Members.
 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,
or other person in the nature of a committee appointed by that court, and any such committee
or other person, may on a poll, vote by proxy.
 69.
    
    No Member shall be entitled to vote at any general meeting unless he is registered as a
Member on the record date for such meeting and all calls or other sums presently payable by
him in respect of shares in the Company have been paid.
 70.
    
    On a poll or on a show of hands, votes may be given either personally or by proxy. A Member
may appoint more than one proxy or the same proxy under one or more instruments to attend and
vote at a meeting. Where a Member appoints more than one proxy, the instrument of proxy shall
state which proxy is entitled to vote on a show of hands.
 71.
    
    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 the meeting shall be valid. Any objection made in due time shall be referred
to the chairman whose decision shall be final and conclusive.
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72.
    
    A Member holding more than one share need not cast the votes in respect of his shares in the
same way on any resolution and therefore may vote a share or some of all such shares either
for or against a resolution and/or abstain from voting a share or some or all of the shares
and, subject to the terms of the instrument appointing him, a proxy appointed under one or
more instruments may vote a share or some or all of the shares in respect of which he is
appointed either for or against a resolution and/or abstain from voting.
 73.
    
    A resolution in writing signed (in one or more counterparts) by all the Members for the time
being entitled to receive notice of and to attend and vote at general meetings (or, being
corporations or other non-natural persons, signed by their duly authorized representatives)
shall be as valid and effective as if the same had been passed at a general meeting of the
Company duly convened and held.
 PROXIES
 74.
    
    The instrument appointing a proxy shall be in writing under the hand of the appointor or of
his attorney duly authorized in writing or, if the appointor is a corporation, either under
seal or under the hand of an officer or attorney duly authorized. A proxy need not be a Member
of the Company.
 75.
    
    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
 (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; or
 (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
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76.
    
    The instrument appointing a proxy may be in any usual or common form or such other form as
the Directors may approve 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 confer authority to demand or join in demanding a poll.
 77.
    
    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.
 CORPORATIONS ACTING BY REPRESENTATIVES AT MEETING
 78.
    
    Any corporation which is a Member or a Director may by resolution of its directors or other
governing body authorise such person as it thinks fit to act as its representative at any
meeting of the Company or of any class of Members or of the Board of Directors or of a
committee of Directors, and the person so authorized shall be entitled to exercise the same
powers on behalf of the corporation which he represents as that corporation could exercise if
it were an individual Member or Director.
 CLEARING HOUSES
 79.
    
    If a clearing house (or its nominee) is a Member it may, by resolution of its directors or
other governing body or by power of attorney, authorise such person or persons as it thinks
fit to act as its representative or representatives at any general meeting of the Company or
at any general meeting of any class of members of the Company provided that, if more than one
person is so authorized, the authorisation shall specify the number and class of shares in
respect of which each such person is so authorized. A person so authorized pursuant to this
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)
    
    Unless otherwise determined by the Company in general meeting, the number of Directors
shall not be less than three Directors. The Directors shall be elected or appointed in the
first place by the subscribers to the Memorandum of Association or by a majority of them and
thereafter by the Members at general meeting.
 (B)
    
    Each Director shall hold office until the expiration of his term and until his
successor shall have been elected and qualified.
 (C)
    
    The Board of Directors shall have a Chairman of the Board of Directors (the
Chairman) elected and appointed by a majority of the Directors then in office. The
Directors may also elect a Co-Chairman or a Vice-Chairman of the Board of Directors
(the Co-Chairman). The Chairman shall preside as chairman at every meeting of the
Board of Directors. To the extent the Chairman is not present at a meeting of the
Board of Directors, the Co-Chairman, or in his absence, the attending Directors may
choose one Director to be the chairman of the meeting. The Chairmans voting right as
to the matters to be decided by the Board of Directors shall be the same as other
Directors.
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(D)
    
    Subject to these Articles and the Companies Law, the Company may by Ordinary
Resolution elect any person to be a Director either to fill a casual vacancy on the
Board or as an addition to the existing Board.
 (E)
    
    The Directors by the affirmative vote of a simple majority of the remaining
Directors present and voting at a Board meeting, or the sole remaining Director, shall
have the power from time to time and at any time to appoint any person as a Director to
fill a casual vacancy on the Board or as an addition to the existing Board, subject to
the Companys compliance with director nomination procedures required under applicable
corporate governance rules of the Designated Stock Exchange, as long as the Companys
securities are traded on the Designated Stock Exchange.
 81.
    
    Subject to Article 80, a Director may be removed from office by Special Resolution at any
time before the expiration of his term notwithstanding anything in these Articles or in any
agreement between the Company and such Director (but without prejudice to any claim for
damages under such agreement).
 82.
    
    A vacancy on the Board created by the removal of a Director under the provisions of Article
81 above may be filled by the election or appointment by Ordinary Resolution at the meeting at
which such Director is removed or by the affirmative vote of a simple majority of the
remaining Directors present and voting at a Board meeting.
 83.
    
    The Board may, from time to time, and except as required by applicable law or the listing
rules of the Designated Stock Exchange, adopt, institute, amend, modify or revoke the
corporate governance policies or initiatives, which shall be intended to set forth the
policies of the Company and the Board on various corporate governance related matters as the
Board shall determine by resolution from time to time.
 84.
    
    A Director shall not be required to hold any shares in the Company by way of qualification.
A Director who is not a Member of the Company shall nevertheless be entitled to receive notice
of and to attend and speak at general meetings of the Company and of all classes of shares of
the Company.
 DIRECTORS FEES AND EXPENSES
 85.
    
    The Directors may receive such remuneration as the Board may from time to time determine. The
Directors may be entitled to be repaid all travelling, hotel and incidental expenses
reasonably incurred or expected to be incurred by him in attending meetings of the Board or
committees of the Board or general meetings or separate meetings of any class of shares or of
debentures of the Company or otherwise in connection with the discharge of his duties as a
Director.
 86.
    
    Any Director who, by request, goes or resides abroad for any purpose of the Company or who
performs services which in the opinion of the Board go beyond the ordinary duties of a
Director may be paid such extra remuneration (whether by way of salary, commission,
participation in profits or otherwise) as the Board may determine and such extra remuneration
shall be in addition to or in substitution for any ordinary remuneration provided for by or
pursuant to any other Article.
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ALTERNATE DIRECTOR
 87.
    
    Any Director may in writing appoint another person to be his alternate to act in his place at
any meeting of the Directors at which he is unable to be present. Every such alternate shall
be entitled to notice of meetings of the Directors and to attend and vote thereat as a
Director when the person appointing him is not personally present and where he is a Director
to have a separate vote on behalf of the Director he is representing in addition to his own
vote. A Director may at any time in writing revoke the appointment of an alternate appointed
by him. An alternate Director shall be deemed for all purposes to be a Director and shall
alone be responsible for his own acts and defaults and shall not be deemed to be the agent of
the Director appointing him. An alternate Director shall cease to be an alternate Director if
his appointor ceases to be a Director. Any appointment or removal of an alternate Director
shall be by notice to the Company signed by the Director making or revoking the appointment or
in any other manner approved by the Directors.
 88.
    
    Any Director may appoint any person, whether or not a Director, to be the proxy of that
Director to attend and vote on his behalf, in accordance with instructions given by that
Director or, in the absence of such instructions, at the discretion of the proxy, at a meeting
or meetings of the Directors which that Director is unable to attend personally. The
instrument appointing the proxy shall be in writing under the hand of the appointing Director
and shall be in any usual or common form or such other form as the Directors may approve, and
must be lodged with the chairman of the meeting of the Directors at which such proxy is to be
used, or first used, prior to the commencement of the meeting.
 POWERS AND DUTIES OF DIRECTORS
 89.
    
    Subject to the provisions of the Companies Law, these Articles and to any resolutions made in
a general meeting, the business of the Company shall be managed by the Directors, who may pay
all expenses incurred in setting up and registering the Company and may exercise all powers of
the Company. No resolution made by the Company in a general meeting shall invalidate any
prior act of the Directors that would have been valid if that resolution had not been made.
 90.
    
    Subject to these Articles, the Directors may from time to time appoint any person, whether or
not a director of the Company, to hold such office in the Company as the Directors may think
necessary for the administration of the Company, including without prejudice to the foregoing
generality, the office of the Chief Executive Officer, President, one or more Vice Presidents,
Chief Operating Officer, Chief Financial Officer, Manager or Controller, and for such term and
at such remuneration (whether by way of salary or commission or participation in profits or
partly in one way and partly in another), and with such powers and duties as the Directors may
think fit. The Directors may also appoint one or more of their number to the office of
Managing Director upon like terms, but any such appointment shall ipso facto determine if any
Managing Director ceases from any cause to be a Director, or if the Company by Ordinary
Resolution resolves that his tenure of office be terminated.
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91.
    
    The Directors may delegate any of their powers to committees consisting of such member or
members of their body as they think fit; any committee so formed shall in the exercise of the
powers so delegated conform to any regulations that may be imposed on it by the Directors.
 92.
    
    The Directors may from time to time and at any time by power of attorney appoint any company,
firm or person or body of persons, whether nominated directly or indirectly by the Directors,
to be the attorney or attorneys of the Company for such purposes and with such powers,
authorities and discretion (not exceeding those vested in or exercisable by the Directors
under these Articles) and for such period and subject to such conditions as they may think
fit, and any such power of attorney may contain such provisions for the protection and
convenience of persons dealing with any such attorney as the Directors may think fit, and may
also authorise any such attorney to delegate all or any of the powers, authorities and
discretion vested in him.
 93.
    
    The Directors may from time to time provide for the management of the affairs of the Company
in such manner as they shall think fit and the provisions contained in the
following paragraphs shall be without prejudice to the general powers conferred by this
paragraph.
 94.
    
    The Directors from time to time and at any time may establish any committees, local boards or
agencies for managing any of the affairs of the Company and may appoint any persons to be
members of such committees or local boards and may appoint any managers or agents of the
Company and may fix the remuneration of any of the aforesaid.
 95.
    
    The Directors from time to time and at any time may delegate to any such committee, local
board, manager or agent any of the powers, authorities and discretions for the time being
vested in the Directors and may authorise the members for the time being of any such local
board, or any of them to fill up any vacancies therein and to act notwithstanding vacancies
and any such appointment or delegation may be made on such terms and subject to such
conditions as the Directors may think fit and the Directors may at any time remove any person
so appointed and may annul or vary any such delegation, but no person dealing in good faith
and without notice of any such annulment or variation shall be affected thereby.
 96.
    
    Any such delegates as aforesaid may be authorized by the Directors to subdelegate all or any
of the powers, authorities, and discretions for the time being vested to them.
 97.
    
    The Directors may exercise all the powers of the Company to borrow money and to mortgage or
charge its undertaking, property and uncalled capital or any part thereof, to issue
debentures, debenture stock and other securities whenever money is borrowed or as security for
any debt, liability or obligation of the Company or of any third party.
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DISQUALIFICATION OF DIRECTORS
 98.
    
    Subject to Article 80, the office of Director shall be vacated, if the Director:
 (a)
    
    becomes bankrupt or makes any arrangement or composition with his creditors;(b)
    
    is found to be or becomes of unsound mind;(c)
    
    resigns his office by notice in writing to the Company;(d)
    
    without special leave of absence from the Board, is absent from meetings of the
Board for six consecutive months and the Board resolves that his office be vacated; or(e)
    
    if he shall be removed from office pursuant to these Articles or the Statutes.
 PROCEEDINGS OF DIRECTORS
 99.
    
    Subject to Article 80, the Directors may meet together (whether within or outside the Cayman
Islands) for the dispatch of business, adjourn, and otherwise regulate their meetings and
proceedings as they think fit. Questions arising at any meeting of the Directors shall be
decided by a majority of votes. In case of an equality of votes the chairman shall have a
second or casting vote. A Director may at any time summon a
meeting of the Directors by at least three Business Days notice to every other Director and
alternate Director unless notice is waived by all of the Directors (or their alternate
Directors) either at or before the meeting is held.
 100.
    
    A Director or Directors may participate in any meeting of the Board of Directors, or of any
committee appointed by the Board of Directors of which such Director or Directors are members,
by means of telephone or similar communication equipment by way of which all persons
participating in such meeting can hear each other and such participation shall be deemed to
constitute presence in person at the meeting.
 101.
    
    The quorum necessary for the transaction of the business of the Directors may be fixed by the
Directors and unless so fixed shall be a majority of the Directors then in office, provided
that a Director and his appointed alternate Director shall be considered only one person for
this purpose. A meeting of the Directors at which a quorum is present when the meeting
proceeds to business shall be competent to exercise all powers and discretions for the time
being exercisable by the Directors.
 102.
    
    Subject to Article 80, a Director who is in any way, whether directly or indirectly,
interested in a contract or proposed contract with the Company shall declare the nature of his
interest at a meeting of the Directors. A general notice given to the Directors by any
Director to the effect that he is a shareholder, director, officer or employee of any
specified company or firm and is to be regarded as interested in any contract or transaction
with that company or firm shall be deemed a sufficient declaration of interest for the purpose
of voting on a resolution in respect to a contract or transaction in which he has an interest.
A Director may vote in respect of any contract or proposed contract or arrangement
notwithstanding that he may be interested therein and if he does so his vote shall be counted
and he may be counted in the quorum at any meeting of the Directors at which any such contract
or proposed contract or arrangement shall come before the meeting for consideration.
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103.
    
    A Director may hold any other office or place of profit under the Company (other than the
office of auditor) in conjunction with his office of Director for such period and on such
terms (as to remuneration and otherwise) as the Directors may determine and no Director or
intending Director shall be disqualified by his office from contracting with the Company
either with regard to his tenure of any such other office or place of profit or as vendor,
purchaser or otherwise, nor shall any such contract or arrangement entered into by or on
behalf of the Company in which any Director is in any way interested, be liable to be avoided,
nor shall any Director so contracting or being so interested be liable to account to the
Company for any profit realised by any such contract or arrangement by reason of such Director
holding that office or of the fiduciary relation thereby established. A Director,
notwithstanding his interest, may be counted in the quorum present at any meeting whereat he
or any other Director is appointed to hold any such office or place of profit under the
Company or whereat the terms of any such appointment are arranged and he may vote on any such
appointment or arrangement.
 104.
    
    Any Director may act by himself or his firm in a professional capacity for the Company, and
he or his firm shall be entitled to remuneration for professional
services as if he were not a Director; provided that nothing herein contained shall
authorise a Director or his firm to act as auditor to the Company.
 105.
    
    The Directors shall cause minutes to be made in books or loose-leaf folders provided for the
purpose of recording:
 (a)
    
    all appointments of officers made by the Directors;(b)
    
    the names of the Directors present at each meeting of the Directors and of any
committee of the Directors; and(c)
    
    all resolutions and proceedings at all meetings of the Company, and of the
Directors and of committees of Directors.
 106.
    
    When the chairman of a meeting of the Directors signs the minutes of such meeting the same
shall be deemed to have been duly held notwithstanding that all the Directors have not
actually come together or that there may have been a technical defect in the proceedings.
 107.
    
    A resolution signed by all the Directors shall be as valid and effectual as if it had been
passed at a meeting of the Directors duly called and constituted. When signed a resolution
may consist of several documents each signed by one or more of the Directors.
 108.
    
    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 Directors may act for the purpose of increasing
the number, or of summoning a general meeting of the Company, but for no other purpose.
 109.
    
    The Directors shall elect a chairman of their meetings and determine the period for which he
is to hold office but if at any meeting the chairman is not present within fifteen minutes
after the time appointed for holding the same, the Directors present may choose one of their
number to be chairman of the meeting.
 110.
    
    A committee appointed by the Directors may elect a chairman of its meetings. If no such
chairman is elected, or if at any meeting the chairman is not present within five minutes
after the time appointed for holding the same, the members present may choose one of their
number to be chairman of the meeting.
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111.
    
    A committee appointed by the Directors may meet and adjourn as it thinks proper. Questions
arising at any meeting shall be determined by a majority of votes of the committee members
present and in case of an equality of votes the chairman shall have a second or casting vote.
 112.
    
    All acts done by any meeting of the Directors or of a committee of Directors, or by any
person acting as a Director, shall notwithstanding that it be afterwards discovered that there
was some defect in the appointment of any such Director or person acting as aforesaid, or that
they or any of them were disqualified, be as valid as if every such person had been duly
appointed and was qualified to be a Director.
 PRESUMPTION OF ASSENT
 113.
    
    A Director of the Company who is present at a meeting of the Board of Directors at which
action on any Company matter is taken shall be presumed to have assented to the action taken
unless his dissent shall be entered in the Minutes of the meeting or unless he shall file his
written dissent from such action with the person acting as the Chairman or Secretary of the
meeting before the adjournment thereof or shall forward such dissent by registered post to
such person immediately after the adjournment of the meeting. Such right to dissent shall not
apply to a Director who voted in favour of such action.
 DIVIDENDS, DISTRIBUTIONS AND RESERVE
 114.
    
    Subject to any rights and restrictions for the time being attached to any class or classes of
 shares and these Articles, the Directors may from time to time declare dividends (including
interim dividends) and other distributions on shares in issue and authorise payment of the
same out of the funds of the Company lawfully available therefor.
 115.
    
    Subject to any rights and restrictions for the time being attached to any class or classes of
 shares and these Articles, the Company by Ordinary Resolution may declare dividends, but no
dividend shall exceed the amount recommended by the Directors.
 116.
    
    The Directors may, before recommending or declaring any dividend, set aside out of the funds
legally available for distribution such sums as they think proper as a reserve or reserves
which shall, at the discretion of the Directors be applicable for meeting contingencies, or
for equalising dividends or for any other purpose to which those funds may be properly applied
and pending such application may, at the like discretion, either be employed in the business
of the Company or be invested in such investments (other than shares of the Company) as the
Directors may from time to time think fit.
 117.
    
    Any dividend may be paid by cheque or wire transfer to the registered address of the Member
or person entitled thereto, or in the case of joint holders, to any one of such joint holders
at his registered address or to such person and such address as the Member or person entitled,
or such joint holders as the case may be, may direct. Every such cheque shall be made payable
to the order of the person to whom it is sent or to the order of such other person as the
Member or person entitled, or such joint holders as the case may be, may direct.
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118.
    
    The Directors when paying dividends to the Members in accordance with the foregoing
provisions may make such payment either in cash or in specie.
 119.
    
    No dividend shall be paid otherwise than out of profits or, subject to the restrictions of
the Companies Law, the share premium account.
 120.
    
    Subject to the rights of persons, if any, entitled to shares with special rights as to
dividends, all dividends shall be declared and paid according to the amounts paid or
credited as fully paid on the shares, but if and so long as nothing is paid up on any of the
 shares in the Company, dividends may be declared and paid according to the amounts of the
 shares. No amount paid on a share in advance of calls shall, while carrying interest, be
treated for the purposes of this Article as paid on the share.
 121.
    
    If several persons are registered as joint holders of any share, any of them may give
effectual receipts for any dividend or other moneys payable on or in respect of the share.
 122.
    
    No dividend shall bear interest against the Company. Any dividend which cannot be paid to a
Member and/or which remains unclaimed after six months from the date of declaration of such
dividend may, in the discretion of the Directors, be paid into a separate account in the
Companys name, providedthat the Company shall not be constituted as a trustee in respect of
that account and the Dividend shall remain as a debt due to the Member. Any Dividend which
remains unclaimed after a period of six years from the date of declaration of such Dividend
shall be forfeited and shall revert to the Company.
 BOOK OF ACCOUNTS
 123.
    
    The books of account relating to the Companys affairs shall be kept in such manner as may be
determined from time to time by the Directors.
 124.
    
    The books of account shall be kept at such place or places as the Directors think fit, and
shall always be open to the inspection of the Directors.
 125.
    
    The Directors shall from time to time determine whether and to what extent and at what times
and places and under what conditions or regulations the accounts and books of the Company or
any of them shall be open to the inspection of Members not being Directors, and no Member (not
being a Director) shall have any right of inspecting any account or book or document of the
Company except as conferred by law or authorized by the Directors or by the Company by
Ordinary Resolution.
 126.
    
    The accounts relating to the Companys affairs shall be audited in such manner and with such
financial year end as may be determined from time to time by the Company by Ordinary
Resolution or failing any such determination by the Directors.
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ANNUAL RETURNS AND FILINGS
 127.
    
    The Board shall make the requisite annual returns and any other requisite filings in
accordance with the Companies Law.
 AUDIT
 128.
    
    The Directors may appoint an Auditor of the Company who shall hold office until removed from
office by a resolution of the Directors and may fix his or their remuneration.
 129.
    
    Every Auditor of the Company shall have a right of access at all times to the books and
accounts and vouchers of the Company and shall be entitled to require from the
Directors and Officers of the Company such information and explanation as may be necessary
for the performance of the duties of the auditors.
 130.
    
    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 special 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.
 THE SEAL
 131.
    
    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.
 132.
    
    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 common Seal of the Company and, if the
Directors so determine, with the addition on its face of the name of every place where it is
to be used.
 133.
    
    A Director or officer, representative or attorney of the Company 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
 134.
    
    Subject to Article 90, the Company may have a Chief Executive Officer, President, Chief
Operating Officer and Chief Financial Officer, one or more Vice Presidents, Manager or
Controller, 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 subscribe.
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CAPITALISATION OF PROFITS
 135.
    
    Subject to the Statutes and these Articles, the Board may, with the authority of an Ordinary
Resolution:
 (a)
    
    resolve to capitalise an amount standing to the credit of reserves (including a
share premium account, capital redemption reserve and profit and loss account), whether
or not available for distribution;
 (b)
    
    appropriate the sum resolved to be capitalised to the Members in proportion to
the nominal amount of shares (whether or not fully paid) held by them respectively and
apply that sum on their behalf in or towards:
 (i)
    
    paying up the amounts (if any) for the time being unpaid on
 shares held by them respectively; or(ii)
    
    paying up in full unissued shares or debentures of a nominal
amount equal to that sum,
  (c)
    
    make any arrangements it thinks fit to resolve a difficulty arising in the
distribution of a capitalised reserve and in particular, without limitation, where
 shares or debentures become distributable in fractions the Board may deal with the
fractions as it thinks fit;
 (d)
    
    authorise a person to enter (on behalf of all the Members concerned) an
agreement with the Company providing for either:
 (i)
    
    the allotment to the Members respectively, credited as fully
paid, of shares or debentures to which they may be entitled on the
capitalization; or(ii)
    
    the payment by the Company on behalf of the Members (by the
application of their respective operations of the reserves resolved to be
capitalised) of the amounts or part of the amounts remaining unpaid on their
existing shares,
  (e)
    
    generally do all acts and things required to give effect to the resolution.
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NOTICES
 136.
    
    Except as otherwise provided in these Articles, any notice or document may be served by the
Company or by the person entitled to give notice to any Member either personally, by facsimile
or by sending it through the post in a prepaid letter or via a recognised courier service,
fees prepaid, addressed to the Member at his address as appearing in the Register of Members
or, to the extent permitted by all applicable laws and regulations, by electronic means by
transmitting it to any electronic number or address or website supplied by the Member to the
Company or by placing it on the Companys Website. In the case of joint holders of a share,
all notices shall be given to that one of the joint holders whose name stands first in the
Register of Members in respect of the joint holding, and notice so given shall be sufficient
notice to all the joint holders.
 137.
    
    Notices posted to addresses outside the Cayman Islands shall be forwarded by prepaid airmail.
 138.
    
    Any Member present, either personally or by proxy, at any meeting of the Company shall for
all purposes be deemed to have received due notice of such meeting and, where requisite, of
the purposes for which such meeting was convened.
 139.
    
    Any notice or other document, if served by (a) post, shall be deemed to have been served five
calendar days after the time when the letter containing the same is posted, or (b) facsimile,
shall be deemed to have been served upon confirmation of receipt, or (c) recognised delivery
service, shall be deemed to have been served 48 hours after the time when the letter
containing the same is delivered to the courier service and in proving such service it shall
be sufficient to provide that the letter containing the notice or documents was properly
addressed and duly posted or delivered to the courier or (d) electronic means as provided
herein shall be deemed to have been served and delivered on the day following that on which it
is successfully transmitted or at such later time as may be prescribed by any applicable laws
or regulations.
 140.
    
    Any notice or document delivered or sent to any Member in accordance with the terms of these
Articles shall notwithstanding that such Member be then dead or bankrupt, and whether or not
the Company has notice of his death or bankruptcy, be deemed to have been duly served in
respect of any share registered in the name of such Member as sole or joint holder, unless his
name shall at the time of the service of the notice or document, have been removed from the
Register of Members as the holder of the share, and such service shall for all purposes be
deemed a sufficient service of such notice or document on all persons interested (whether
jointly with or as claiming through or under him) in the share.
  (a)
    
    all Members who have supplied to the Company an address for the giving of
notices to them;
 (b)
    
    every person entitled to a share in consequence of the death or bankruptcy of a
Member, who but for his death or bankruptcy would be entitled to receive notice of the
meeting; and(c)
    
    each Director and Alternate Director.
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INFORMATION
 142.
    
    No Member shall be entitled to require discovery of any information in respect of any detail
of the Companys trading or any information which is or may be in the nature of a trade secret
or secret process which may relate to the conduct of the business of the Company and which in
the opinion of the Board would not be in the interests of the Members to communicate to the
public.
 143.
    
    The Board shall be entitled to release or disclose any information in its possession, custody
or control regarding the Company or its affairs to any of its Members including, without
limitation, information contained in the Register of Members and transfer books of the
Company.
 INDEMNITY
 144.
    
    Every Director (including for the purposes of this Article any Alternate Director appointed
pursuant to the provisions of these Articles) and officer of the Company for the time being
and from time to time shall be indemnified and secured harmless out of the assets and funds of
the Company against all actions, proceedings, costs, charges, expenses, losses, damages or
liabilities incurred or sustained by him (other than as a result of his own actual fraud or
willful default) in connection with the execution or discharge of his duties, powers,
authorities or discretions as a Director or officer of the Company, including without
prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities
incurred by him in defending (whether successfully or otherwise) any civil proceedings
concerning the Company or its affairs in any court whether in the Cayman Islands or elsewhere.
 145.
    
    No such Director or officer of the Company shall be liable to the Company for any loss or
damage unless such liability arises through the actual fraud or willful default of such
Director or officer.
 FINANCIAL YEAR
 146.
    
    Unless the Directors otherwise prescribe, the financial year of the Company shall end on
June 30th in each year and shall begin on July 1st in each year.
 WINDING UP
 147.
    
    Subject to these Articles, if the Company shall be wound up, the liquidator may, with the
sanction of an Ordinary Resolution of the Company, divide amongst the Members in specie or
kind the whole or any part of the assets of the Company (whether they shall consist of
property of the same kind or not) and may for such purpose set such value as he deems fair
upon any property to be divided as aforesaid and may determine how such division shall be
carried out as between the Members or different classes of 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 contributories as the liquidator, with the like sanction shall think fit,
but so that no Member shall be compelled to accept any shares or other securities whereon
there is any liability.
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AMENDMENT OF MEMORANDUM AND ARTICLES OF ASSOCIATION AND NAME OF COMPANY
 148.
    
    Subject to the Companies Law and these Articles, the Company may at any time and from time to
time by Special Resolution alter or amend these Articles or the Memorandum of Association of
the Company, in whole or in part, or change the name of the Company.
 REGISTRATION BY WAY OF CONTINUATION
 149.
    
    Subject to these Articles, the Company may by Special Resolution resolve to be registered by
way of continuation in a jurisdiction outside the Cayman Islands or such other jurisdiction in
which it is for the time being incorporated, registered or existing. In furtherance of a
resolution adopted pursuant to this Article, the Directors may cause an application to be made
to the Registrar of Companies to deregister the Company in the Cayman Islands or such other
jurisdiction in which it is for the time being incorporated, registered or existing and may
cause all such further steps as they consider appropriate to be taken to effect the transfer
by way of continuation of the Company.
  29