EX-4.2






Exhibit 4.2




THE COMPANIES LAW (2010 REVISION)




OF THE CAYMAN ISLANDS




COMPANY LIMITED BY SHARES




SECOND AMENDED AND RESTATED

MEMORANDUM AND ARTICLES OF ASSOCIATION




OF




COUNTRY STYLE COOKING RESTAURANT CHAIN CO., LTD.




(Adopted by a Special Resolution passed on 7 September 2010 and effective
conditional and
immediately upon the completion of the Company’s initial public offering of ordinary shares
represented by American Depository Shares)




 









 





THE COMPANIES LAW (2010 REVISION)




OF THE CAYMAN ISLANDS




COMPANY LIMITED BY SHARES




SECOND AMENDED AND RESTATED

MEMORANDUM OF ASSOCIATION




OF




COUNTRY STYLE COOKING RESTAURANT CHAIN CO., LTD.




(Adopted by a Special Resolution passed on 7 September 2010 and effective conditional and

immediately upon the completion of the Company’s initial public offering of ordinary shares

represented by American Depository Shares)





	1.	 	The name of the Company is Country Style Cooking Restaurant Chain Co., Ltd.
	 
	2.	 	The Registered Office of the Company will be situated at the offices of Maples Corporate
Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands, or at such
other location within the Cayman Islands as the Directors may from time to time determine.
	 
	3.	 	The objects for which the Company is established are unrestricted and the Company shall have
full power and authority to carry out any object not prohibited by the Companies Law or any
other law of the Cayman Islands.
	 
	4.	 	The Company shall have and be capable of exercising all the functions of a natural person of
full capacity irrespective of any question of corporate benefit as provided by the Companies
Law.
	 
	5.	 	The Company will not trade in the Cayman Islands with any person, firm or corporation except
in furtherance of the business of the Company carried on outside the Cayman Islands; provided
that nothing in this section shall be construed as to prevent the Company effecting and
concluding contracts in the Cayman Islands, and exercising in the Cayman Islands all of its
powers necessary for the carrying on of its business outside the Cayman Islands.
	 
	6.	 	The liability of each Shareholder of the Company is limited to the amount, if any, unpaid on
the Shares held by such Shareholder.
	 
	7.	 	The authorised share capital of the Company is US$2,000,000 divided into (i) 1,000,000,000
Ordinary Shares of a nominal or par value of US$0.001 each and (ii) 1,000,000,000 shares of a
nominal or par value of US$0.001 each of such Class or Classes (howsoever designated) as the
Board of Directors may determine in accordance with Articles 8 and 9 of the Articles of
Association. Subject to the Companies Law and the Articles of Association, the Company shall
have power to redeem or purchase any of its Shares and to sub-divide or consolidate the said
Shares or any of them and to issue all or any part of its capital whether original, redeemed,
increased or reduced with or without any preference, priority, special




 









 












	 	 	privilege or other rights or subject to any postponement of rights or to any conditions or
restrictions whatsoever and so that unless the conditions of issue shall otherwise expressly
provide every issue of shares whether stated to be ordinary, preference or otherwise shall
be subject to the powers on the part of the Company hereinbefore provided.
	 
	8.	 	The Company has the power to deregister in the Cayman Islands and be registered by way of
continuation in some other jurisdiction.
	 
	9.	 	Capitalized terms that are not defined in this Memorandum of Association bear the same
meanings as those given in the Articles of Association of the Company.




 









 











TABLE OF CONTENTS




	 	 	 	 	 
	CLAUSE	 	PAGE	 
	 
	TABLE A
	 	 	2	 
	INTERPRETATION
	 	 	2	 
	PRELIMINARY
	 	 	6	 
	SHARES
	 	 	6	 
	MODIFICATION OF RIGHTS
	 	 	7	 
	CERTIFICATES
	 	 	7	 
	FRACTIONAL SHARES
	 	 	8	 
	LIEN
	 	 	8	 
	CALLS ON SHARES
	 	 	9	 
	FORFEITURE OF SHARES
	 	 	9	 
	TRANSFER OF SHARES
	 	 	10	 
	TRANSMISSION OF SHARES
	 	 	11	 
	REGISTRATION
OF EMPOWERING INSTRUMENTS
	 	 	11	 
	ALTERATION OF SHARE CAPITAL
	 	 	12	 
	REDEMPTION AND PURCHASE OF SHARES
	 	 	12	 
	GENERAL MEETINGS
	 	 	13	 
	NOTICE OF GENERAL MEETINGS
	 	 	14	 
	PROCEEDINGS AT GENERAL MEETINGS
	 	 	14	 
	VOTES OF SHAREHOLDERS
	 	 	16	 
	CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS
	 	 	17	 
	CLEARING HOUSES
	 	 	17	 
	DIRECTORS
	 	 	17	 
	ALTERNATE DIRECTOR OR PROXY
	 	 	18	 
	POWERS AND DUTIES OF DIRECTORS
	 	 	19	 
	BORROWING POWERS OF DIRECTORS
	 	 	20	 
	THE SEAL
	 	 	20	 
	DISQUALIFICATION OF DIRECTORS
	 	 	21	 
	PROCEEDINGS OF DIRECTORS
	 	 	21	 
	PRESUMPTION OF ASSENT
	 	 	23	 
	DIVIDENDS
	 	 	23	 
	ACCOUNTS, AUDIT AND ANNUAL RETURN AND DECLARATION
	 	 	24	 
	CAPITALISATION OF RESERVES
	 	 	25	 
	SHARE PREMIUM ACCOUNT
	 	 	26	 
	NOTICES
	 	 	26	 
	INFORMATION
	 	 	27	 
	INDEMNITY
	 	 	27	 






i









 






	 	 	 	 	 
	CLAUSE	 	PAGE	 
	 
	FINANCIAL
YEAR
	 	 	28	 
	NON-RECOGNITION OF TRUSTS
	 	 	28	 
	WINDING UP
	 	 	28	 
	AMENDMENT OF ARTICLES OF ASSOCIATION
	 	 	29	 
	CLOSING OF REGISTER OR FIXING RECORD DATE
	 	 	29	 
	REGISTRATION BY WAY OF CONTINUATION
	 	 	29	 
	DISCLOSURE
	 	 	29	 






ii









 






THE COMPANIES LAW (2010 REVISION)




OF THE CAYMAN ISLANDS




COMPANY LIMITED BY SHARES




SECOND AMENDED AND RESTATED

ARTICLES OF ASSOCIATION




OF




COUNTRY STYLE COOKING RESTAURANT CHAIN CO., LTD.




(Adopted by a Special Resolution passed on 7 September 2010 and effective conditional and

immediately upon the completion of the Company’s initial public offering of ordinary shares

represented by American Depository Shares)




TABLE A





	 	 	The Regulations contained or incorporated in Table ‘A’ in the First Schedule of the Law
shall not apply to the Company and the following Articles shall comprise the Articles of
Association of the Company.





INTERPRETATION





	1.	 	In these Articles the following defined terms will have the meanings ascribed to them, if not
inconsistent with the subject or context:





	 	 	 	 	 
	 

	 	"ADS”
	 	means an American depositary share representing
Ordinary Shares;
	 
	 	 	 	 
	 

	 	“Articles”
	 	means these articles of association of the Company,
as amended or substituted from time to time;
	 
	 	 	 	 
	 

	 	“Board” and “Board of
Directors” and
“Directors”
	 	means the directors of the Company for the time
being, or as the case may be, the directors
assembled as a board or as a committee thereof;
	 
	 	 	 	 
	 

	 	“Chairman”
	 	means the chairman of the Board of Directors;
	 
	 	 	 	 
	 

	 	“Class” or “Classes”
	 	means any class or classes of Shares as may from
time to time be issued by the Company;






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	 	“Commission”
	 	means Securities and Exchange Commission of the
United States of America or any other federal
agency for the time being administering the
Securities Act;
	 
	 	 	 	 
	 

	 	“Company”
	 	means Country Style Cooking Restaurant Chain Co.,
Ltd., a Cayman Islands exempted company;
	 
	 	 	 	 
	 

	 	“Companies Law”
	 	means the Companies Law (2010 Revision) of the
Cayman Islands and any statutory amendment or
re-enactment thereof;
	 
	 	 	 	 
	 

	 	“Company’s Website”
	 	means the website of the Company, the address or
domain name of which has been notified to
Shareholders;
	 
	 	 	 	 
	 

	 	“Designated Stock
Exchange”
	 	means The New York Stock Exchange in the United
States or any other stock exchange that the
Company’s ADSs are listed for trading;
	 
	 	 	 	 
	 

	 	“Designated Stock
Exchange Rules”
	 	means the relevant code, rules and regulations, as
amended, from time to time, applicable as a result
of the original and continued listing of any shares
or ADSs on the Designated Stock Exchange;
	 
	 	 	 	 
	 

	 	“electronic”
	 	means the meaning given to it in the Electronic
Transactions Law and any amendment thereto or
re-enactments thereof for the time being in force
and includes every other law incorporated therewith
or substituted therefor;
	 
	 	 	 	 
	 

	 	“electronic
communication”
	 	means electronic posting to the Company’s Website,
transmission to any number, address or internet
website or other electronic delivery methods as
otherwise decided and approved by not less than
two-thirds of the vote of the Board;
	 
	 	 	 	 
	 

	 	“Electronic
Transactions Law”
	 	means the Electronic Transactions Law (2003
Revision) of the Cayman Islands and any statutory
amendment or re-enactment thereof;
	 
	 	 	 	 
	 

	 	“Independent Director”
	 	means a director who is an independent director as
defined in the Designated Stock Exchange Rules;
	 
	 	 	 	 
	 

	 	“Law”
	 	means the Companies Law and every other law and
regulation of the Cayman Islands for the time being
in force concerning companies and affecting the
Company;
	 
	 	 	 	 
	 

	 	“Memorandum of
Association”
	 	means the memorandum of association of the Company,
as amended or substituted from time to time;
	 
	 	 	 	 
	 

	 	“Month”
	 	means calendar month;
	 
	 	 	 	 
	 

	 	“Ordinary Resolution”
	 	means a resolution:






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	 	 	 	(a)     passed by a simple majority of such
Shareholders as, being entitled to do so, vote in
person or, where proxies are allowed, by proxy at a
general meeting of the Company and where a poll is
taken regard shall be had in computing a majority
to the number of votes to which each Shareholder is
entitled; or

	 
	 	 	 	 
	 

	 	 	 	(b)     approved in writing by all of the Shareholders
entitled to vote at a general meeting of the
Company in one or more instruments each signed by
one or more of the Shareholders 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”
	 	means an ordinary share of a nominal or par value
of US$0.001 each in the capital of the Company;
	 
	 	 	 	 
	 

	 	“paid up”
	 	means paid up as to the par value in respect of the
issue of any Shares and includes credited as paid up;
	 
	 	 	 	 
	 

	 	“Person”
	 	means any natural person, firm, company, joint
venture, partnership, corporation, association or
other entity (whether or not having a separate
legal personality) or any of them as the context so requires;
	 
	 	 	 	 
	 

	 	“Register”
	 	means the register of Members of the Company
maintained in accordance with the Companies Law;
	 
	 	 	 	 
	 

	 	“Registered Office”
	 	means the registered office of the Company as
required by the Companies Law;
	 
	 	 	 	 
	 

	 	“Seal”
	 	means the common seal of the Company (if adopted)
including any facsimile thereof;
	 
	 	 	 	 
	 

	 	“Secretary”
	 	means any Person appointed by the Directors to
perform any of the duties of the secretary of the Company;
	 
	 	 	 	 
	 

	 	“Securities Act”
	 	means the Securities Act of 1933 of the United
States of America, as amended, or any similar
federal statute and the rules and regulations of
the Commission thereunder, all as the same shall be
in effect at the time;
	 
	 	 	 	 
	 

	 	“Share”
	 	means a share in the capital of the Company. All
references to “Shares” herein shall be deemed to be
Shares of any or all Classes as the context may
require. For the avoidance of doubt in these
Articles the expression “Share” shall include a
fraction of a Share;
	 
	 	 	 	 
	 

	 	“Shareholder” or
“Member”
	 	means a Person who is registered as the holder of
Shares in the Register;
	 
	 	 	 	 
	 

	 	“Share Premium
Account”
	 	means the share premium account established in
accordance with these Articles and the Companies
Law;






4









 






	 	 	 	 	 
	 

	 	“signed”
	 	means bearing a signature or representation of a
signature affixed by mechanical means or an
electronic symbol or process attached to or
logically associated with an electronic
communication and executed or adopted by a person
with the intent to sign the electronic
communication;
	 
	 	 	 	 
	 

	 	“Special Resolution”
	 	means a special resolution of the Company passed in
accordance with the Law, being a resolution:
	 
	 	 	 	 
	 

	 	 	 	(a)     passed by a majority of not less than
two-thirds of such Shareholders as, being entitled
to do so, vote in person or, where proxies are
allowed, by proxy at a general meeting of the
Company of which notice specifying the intention to
propose the resolution as a special resolution has
been duly given and where a poll is taken regard
shall be had in computing a majority to the number
of votes to which each Shareholder is entitled; or

	 
	 	 	 	 
	 

	 	 	 	(b)     approved in writing by all of the Shareholders
entitled to vote at a general meeting of the
Company in one or more instruments each signed by
one or more of the Shareholders and the effective
date of the special resolution so adopted shall be
the date on which the instrument or the last of
such instruments, if more than one, is executed;

	 
	 	 	 	 
	 

	 	“United States”
	 	means the United States of America, its
territories, its possessions and all areas subject
to its jurisdiction; and
	 
	 	 	 	 
	 

	 	“year”
	 	means calendar 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 and
any Person as the context may require;
	 
	 	(c)	 	the word “may” shall be construed as permissive and the word “shall” shall be
construed as imperative;
	 
	 	(d)	 	reference to a dollar or dollars (or US$) and to a cent or cents is reference
to dollars and cents of the United States of America;
	 
	 	(e)	 	reference to a statutory enactment shall include reference to any amendment or
re-enactment thereof for the time being in force;
	 
	 	(f)	 	reference to any determination by the Directors shall be construed as a
determination by the Directors in their sole and absolute discretion and shall be
applicable either generally or in any particular case;





5









 











	 	(g)	 	reference to “in writing” shall be construed as written or represented by any
means reproducible in writing, including any form of print, lithograph, email,
facsimile, photograph or telex or represented by any other substitute or format for
storage or transmission for writing or partly one and partly another; and
	 
	 	(h)	 	Section 8 of the Electronic Transactions Law shall not apply.






	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 conducted as the Directors see fit.
	 
	5.	 	The Registered Office shall be at such address in the Cayman Islands as the Directors may
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.
	 
	6.	 	The expenses incurred in the formation of the Company and in connection with the offer for
subscription and issue of Shares shall be paid by the Company. Such expenses may be amortised
over such period as the Directors may determine and the amount so paid shall be charged
against income and/or capital in the accounts of the Company as the Directors shall determine.
	 
	7.	 	The Directors shall keep, or cause to be kept, the Register at such place as the Directors
may from time to time determine and, in the absence of any such determination, the Register
shall be kept at the Registered Office.





SHARES





	8.	 	Subject to these Articles, all Shares for the time being unissued shall be under the control
of the Directors who may:






	 	(a)	 	issue, allot and dispose of the same to such Persons, in such manner, on such
terms and having such rights and being subject to such restrictions as they may from
time to time determine; and
	 
	 	(b)	 	grant options with respect to such Shares and issue warrants or similar
instruments with respect thereto;






	 	 	and, for such purposes, the Directors may reserve an appropriate number of Shares for the
time being unissued.






	9.	 	The Directors may authorise the division of Shares into any number of Classes and the
different Classes shall be authorised, established and designated (or re-designated as the
case may be) and the variations in the relative rights (including, without limitation, voting,
dividend and redemption rights), restrictions, preferences, privileges and payment obligations
as between the different Classes (if any) may be fixed and determined by the Directors or by
a Special Resolution. The Directors may issue Shares with such preferred or other rights,
all or any of which may be greater than the rights of Ordinary Shares, at such time and on
such terms as they may think appropriate.




6









 












	10.	 	The Company may insofar as may be permitted by law, pay a commission to any Person in
consideration of his subscribing or agreeing to subscribe whether absolutely or conditionally
for any Shares. 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 pay such brokerage as may be lawful on any issue of Shares.
	 
	11.	 	The Directors may refuse to accept any application for Shares, and may accept any application
in whole or in part, for any reason or for no reason.





MODIFICATION OF RIGHTS





	12.	 	Whenever the capital of the Company is divided into different Classes the rights attached to
any such Class may, subject to any rights or restrictions for the time being attached to any
Class, only be materially adversely varied or abrogated with the consent in writing of the
holders of three-fourths of the issued Shares of that Class or with the sanction of a Special
Resolution passed at a separate meeting of the holders of the Shares of that Class. To every
such separate meeting all the provisions of these Articles relating to general meetings of the
Company or to the proceedings thereat shall, mutatis mutandis, apply, except that the
necessary quorum shall be one or more Persons at least holding or representing by proxy
one-third in nominal or par value amount of the issued Shares of the relevant Class (but so
that if at any adjourned meeting of such holders a quorum as above defined is not present,
those Shareholders who are present shall form a quorum) and that, subject to any rights or
restrictions for the time being attached to the Shares of that Class, every Shareholder of the
Class shall on a poll have one vote for each Share of the Class held by him. For the purposes
of this Article the Directors may treat all the Classes or any two or more Classes as forming
one Class if they consider that all such Classes would be affected in the same way by the
proposals under consideration, but in any other case shall treat them as separate Classes.
	 
	13.	 	The rights conferred upon the holders of the Shares of any Class issued with preferred or
other rights shall not, subject to any rights or restrictions for the time being attached to
the Shares of that Class, be deemed to be materially adversely varied or abrogated by, inter
alia, the creation, allotment or issue of further Shares ranking pari passu with or subsequent
to them or the redemption or purchase of any Shares of any Class by the Company. The rights of
the holders of Shares shall not be deemed to be materially adversely varied or abrogated by
the creation or issue of Shares with preferred or other rights including, without limitation,
the creation of Shares with enhanced or weighted voting rights.





CERTIFICATES





	14.	 	Every Person whose name is entered as a member in the Register 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.
	 
	15.	 	Every share certificate of the Company shall bear legends required under the applicable laws,
including the Securities Act.





7









 











	16.	 	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.
	 
	17.	 	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.
	 
	18.	 	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.





FRACTIONAL SHARES





	19.	 	The Directors may issue fractions of a Share and, if so issued, a fraction of a Share shall
be subject to and carry the corresponding fraction of liabilities (whether with respect to
nominal or par value, premium, contributions, calls or otherwise), limitations, preferences,
privileges, qualifications, restrictions, rights (including, without prejudice to the
generality of the foregoing, voting and participation rights) and other attributes of a whole
Share. If more than one fraction of a Share of the same Class is issued to or acquired by the
same Shareholder such fractions shall be accumulated.





LIEN





	20.	 	The Company has a first and paramount lien on every Share (whether or not fully paid) for all
amounts (whether presently payable or not) payable at a fixed time or called in respect of
that Share. The Company also has a first and paramount lien on every Share registered in the
name of a Person indebted or under liability to the Company (whether he is the sole registered
holder of a Share or one of two or more joint holders) for all amounts owing by him or his
estate to the Company (whether or not presently payable). The Directors may at any time
declare a Share to be wholly or in part exempt from the provisions of this Article. The
Company’s lien on a Share extends to any amount payable in respect of it.
	 
	21.	 	The Company may sell, in such manner as the Directors in their absolute discretion think fit,
any Share on which the Company has a lien, but no sale shall be made unless an amount in
respect of which the lien exists is presently payable nor until the expiration of fourteen
days after a notice in writing, demanding payment of such part of the amount in respect of
which the lien exists as is presently payable, has been given to the registered holder for the
time being of the Share, or the Persons entitled thereto by reason of his death or bankruptcy.
	 
	22.	 	For giving effect to any such sale the Directors may authorise some Person to transfer the
Shares sold to the purchaser thereof. The purchaser shall be registered as the holder of the
Shares comprised in any such transfer and he shall not be bound to see to the application of
the purchase money, nor shall his title to the Shares be affected by any irregularity or
invalidity in the proceedings in reference to the sale.
	 
	23.	 	The proceeds of the sale after deduction of expenses, fees and commission incurred by the
Company shall be received by the Company and applied in payment of such part of the amount in
respect of which the lien exists as is presently payable, and the residue shall





8









 





	 	 	(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 immediately prior to the sale.






CALLS ON SHARES





	24.	 	Subject to the terms of the allotment, the Directors may from time to time make calls upon
the Shareholders in respect of any moneys unpaid on their Shares, and each Shareholder 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 such Shares.
	 
	25.	 	The joint holders of a Share shall be jointly and severally liable to pay calls in respect
thereof.
	 
	26.	 	If a sum called in respect of a Share is not paid before or on the day appointed for payment
thereof, the Person from whom the sum is due shall pay interest upon the sum at the rate of
eight percent per annum from the day appointed for the payment thereof to the time of the
actual payment, but the Directors shall be at liberty to waive payment of that interest wholly
or in part.
	 
	27.	 	The provisions of these Articles as to the liability of joint holders and as to payment of
interest shall apply in the case of non-payment of any sum which, by the terms of issue of a
Share, becomes payable at a fixed time, whether on account of the amount of the Share, or by
way of premium, as if the same had become payable by virtue of a call duly made and notified.
	 
	28.	 	The Directors may make arrangements on the issue of partly paid Shares for a difference
between the Shareholders, or the particular Shares, in the amount of calls to be paid and in
the times of payment.
	 
	29.	 	The Directors may, if they think fit, receive from any Shareholder willing to advance the
same all or any part of the moneys uncalled and unpaid upon any partly paid Shares held by
him, and upon all or any of the moneys so advanced may (until the same would, but for such
advance, become presently payable) pay interest at such rate (not exceeding without the
sanction of an Ordinary Resolution, eight percent per annum) as may be agreed upon between the
Shareholder paying the sum in advance and the Directors.





FORFEITURE OF SHARES





	30.	 	If a Shareholder fails to pay any call or instalment of a call in respect of partly paid
Shares on the day appointed for payment, the Directors may, at any time thereafter during such
time as any part of such call or instalment remains unpaid, serve a notice on him requiring
payment of so much of the call or instalment as is unpaid, together with any interest which
may have accrued.
	 
	31.	 	The notice shall name a further day (not earlier than the expiration of fourteen 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.
	 
	32.	 	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.





9









 











	33.	 	A forfeited Share may be sold or otherwise disposed of on such terms and in such manner as
the Directors think fit, and at any time before a sale or disposition the forfeiture may be
cancelled on such terms as the Directors think fit.
	 
	34.	 	A Person whose Shares have been forfeited shall cease to be a Shareholder in respect of the
forfeited Shares, but shall, notwithstanding, remain liable to pay to the Company all moneys
which at the date of forfeiture were payable by him to the Company in respect of the Shares
forfeited, but his liability shall cease if and when the Company receives payment in full of
the amount unpaid on the Shares forfeited.
	 
	35.	 	A certificate in writing under the hand of a Director of the Company that a Share has been
duly forfeited on a date stated in the certificate, shall be conclusive evidence of the facts
in the declaration as against all Persons claiming to be entitled to the Share.
	 
	36.	 	The Company may receive the consideration, if any, given for a Share on any sale or
disposition thereof pursuant to the provisions of these Articles as to forfeiture and may
execute a transfer of the Share in favour of the Person to whom the Share is sold or disposed
of and that Person shall 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 Shares be
affected by any irregularity or invalidity in the proceedings in reference to the disposition
or sale.
	 
	37.	 	The provisions of these Articles as to forfeiture shall apply in the case of non-payment of
any sum which by the terms of issue of a Share becomes due and payable, whether on account of
the amount of the Share, or by way of premium, as if the same had been payable by virtue of a
call duly made and notified.





TRANSFER OF SHARES





	38.	 	The instrument of transfer of any Share shall be in writing and in any usual or common form
or such other form as the Directors may, in their absolute discretion, approve and be executed
by or on behalf of the transferor and if in respect of a nil or partly paid up Share, or if so
required by the Directors, shall also be executed on behalf of the transferee and shall be
accompanied by the certificate (if any) 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 Shareholder until the name of the
transferee is entered in the Register in respect of the relevant Shares.






	39.	(a)	 	The Directors may in their absolute discretion decline to register any transfer of Shares
which is not fully paid up or on which the Company has a lien.
	 
	 	(b)	 	The Directors may also decline to register any transfer of any Share unless:






	 	i.	 	the instrument of transfer is lodged with the Company,
accompanied by the certificate for the Shares to which it relates and such
other evidence as the Board may reasonably require to show the right of the
transferor to make the transfer;
	 
	 	ii.	 	the instrument of transfer is in respect of only one Class of
Shares;
	 
	 	iii.	 	the instrument of transfer is properly stamped, if required;
	 
	 	iv.	 	in the case of a transfer to joint holders, the number of joint
holders to whom the Share is to be transferred does not exceed four; or





10









 











	 	v.	 	the Shares transferred are free of any lien in favour of the
Company; or
	 
	 	vi.	 	a fee of such maximum sum as the Designated Stock Exchange may
determine to be payable, or such lesser sum as the Board of Directors may from
time to time require, is paid to the Company in respect thereof.






	40.	 	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 Directors may, in their absolute discretion, from time to
time determine, provided always that such registration of transfer shall not be suspended nor
the Register of Members closed for more than 30 days in any year.
	 
	41.	 	All instruments of transfer that are registered shall be retained by the Company. If the
Directors refuse to register a transfer of any Shares, they shall within two months after the
date on which the transfer was lodged with the Company send to each of the transferor and the
transferee notice of the refusal.





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 of a
Shareholder shall upon such evidence being produced as may from time to time be required by
the Directors, have the right either to be registered as a Shareholder in respect of the Share
or, instead of being registered himself, to make such transfer of the Share as the deceased or
bankrupt Person could have made; but the Directors shall, in either case, have the same right
to decline or suspend registration as they would have had in the case of a transfer of the
Share by the deceased or bankrupt Person before the death or bankruptcy.
	 
	44.	 	A Person becoming entitled to a Share by reason of the death or bankruptcy of a Shareholder
shall be entitled to the same dividends and other advantages to which he would be entitled if
he were the registered Shareholder, except that he shall not, before being registered as a
Shareholder 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.





REGISTRATION OF EMPOWERING INSTRUMENTS





	45.	 	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.





11









 










ALTERATION OF SHARE CAPITAL





	46.	 	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.
	 
	47.	 	The Company may by Ordinary Resolution:






	 	(a)	 	consolidate and divide all or any of its share capital into Shares of a larger
amount than its existing Shares;
	 
	 	(b)	 	convert all or any of its paid up Shares into stock and reconvert that stock
into paid up Shares of any denomination;
	 
	 	(c)	 	subdivide 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
	 
	 	(d)	 	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 and diminish the amount of its share
capital by the amount of the Shares so cancelled.






	48.	 	The Company may by Special Resolution reduce its share capital and any capital redemption
reserve in any manner authorised by law.





REDEMPTION AND PURCHASE OF SHARES





	49.	 	Subject to the provisions of the Companies Law and these Articles, the Company may:






	 	(a)	 	issue Shares that are to be redeemed or are liable to be redeemed at the option
of the Shareholder or the Company. The redemption of Shares shall be effected in such
manner as may be determined, before the issue of such Shares, by either the Board or by
the Shareholders by Special Resolution;
	 
	 	(b)	 	purchase its own Shares (including any redeemable Shares) provided that the
Shareholders shall have approved the manner of purchase by Ordinary Resolution or the
manner of purchase is in accordance with the following Articles (this authorisation is
in accordance with section 37(2) of the Companies Law); and
	 
	 	(c)	 	the Company may make a payment in respect of the redemption or purchase of its
own Shares in any manner permitted by the Companies Law, including out of capital.






	50.	 	Purchase of Shares represented by ADSs listed on the Designated Stock Exchange






	 	 	The Company is authorised to purchase any Shares which are represented by ADSs listed on the
Designated Stock Exchange in accordance with the following manner of purchase:






	 	(a)	 	in the event that the Company purchases any ADSs, it shall also purchase the
Shares underlying such ADS in accordance with this Article;
	 
	 	(b)	 	the purchase price shall be paid by the Company to the depositary, to be paid
by the depositary to the seller of the relevant ADSs (and such monies shall be held on
trust 




12









 






	 	 	 	by the depositary for the account of such seller until they have been paid to
such seller), or may, by agreement between the depositary and the Company, be paid
directly by the Company to such seller;






	 	(c)	 	the maximum number of Shares that may be repurchased shall be equal to the
number of issued and outstanding Shares less one Share; and
	 
	 	(d)	 	the repurchase of the ADSs and the underlying Shares shall be at such time; at
such price and on such other terms as determined and agreed by the Board in their sole
discretion provided however that:






	 	(i)	 	such repurchase transactions shall be in accordance with the
Designated Stock Exchange Rules and any other relevant codes, rules and
regulations applicable to the listing of the ADSs 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.






	51.	 	Purchase of shares not represented by ADSs
	 
	 	 	The Company is authorised to purchase any Shares not underlying ADSs in accordance
with the following manner of purchase:






	 	(a)	 	the Company shall serve a repurchase notice in a form approved by the Board on
the Shareholder 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 agreed between
the Board and the applicable Shareholder;
	 
	 	(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 Board and the applicable Shareholder in their
sole discretion.






	52.	 	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.
	 
	53.	 	The holder of the Shares being purchased shall be bound to deliver up to the Company 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.





GENERAL MEETINGS





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






	55.	(a)	 	The Company may in each year hold a general meeting as its annual general meeting and
shall specify the meeting as such in the notices calling it. The annual general meeting shall
be held at such time and place as may be determined by the Directors.





13









 











	 	(b)	 	At these meetings the report of the Directors (if any) shall be presented.
	 
	56.	(a)	 	The Directors may call general meetings, and they shall on a Shareholders’ requisition
forthwith proceed to convene an extraordinary general meeting of the Company.
	 
	 	(b)	 	A Shareholders’ requisition is a requisition of Shareholders holding at the
date of deposit of the requisition in aggregate not less than one-third of such of the
issued Shares of the Company as at that date of the deposit 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 days from the date of the deposit of the
requisition duly proceed to convene a general meeting to be held within a further 21
days, the requisitionists, or any of them representing more than one-half of the total
voting rights of all of them, may themselves convene a general meeting, but any meeting
so convened shall not be held after the expiration of three months after the expiration
of the said 21 days.
	 
	 	(e)	 	A general meeting convened as aforesaid by requisitionists shall be convened in
the same manner as nearly as possible as that in which general meetings are to be
convened by Directors.





NOTICE OF GENERAL MEETINGS





	57.	 	At least 10 days’ notice shall be given for any general meeting. Every notice shall be
exclusive of the day on which it is given or deemed to be given and of the day for which it is
given and shall specify the place, the day and the hour of the meeting and the general nature
of the business and shall be given in the manner hereinafter mentioned or in such other manner
if any as may be prescribed by the Company, provided that a general meeting of the Company
shall, whether or not the notice specified in this Article has been given and whether or not
the provisions of these Articles regarding general meetings have been complied with, be deemed
to have been duly convened if it is so agreed:






	 	(a)	 	in the case of an annual general meeting by all the Shareholders (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
Shareholders (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.






	58.	 	The accidental omission to give notice of a meeting to or the non-receipt of a notice of a
meeting by any Shareholder shall not invalidate the proceedings at any meeting.





PROCEEDINGS AT GENERAL MEETINGS





	59.	 	No business shall be transacted at any general meeting unless a quorum of Shareholders is
present at the time when the meeting proceeds to business. The quorum required for a general
meeting of Shareholders consists of at least two Shareholders, present in person or 




14









 






	 	 	by proxy
and entitled to vote, holding in aggregate not less than one-tenth of the Shares in issue
carrying a right to vote at such meeting.






	60.	 	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 Shareholders, shall be dissolved. In any other
case it shall stand adjourned to the same day in the next week, at the same time and place,
and if at the adjourned meeting a quorum is not present within half an hour from the time
appointed for the meeting the Shareholder or Shareholders present and entitled to vote shall
form a quorum.
	 
	61.	 	If the Directors wish to make this facility available for a specific general meeting or all
general meetings of the Company, participation in any general meeting of the Company may be by
means of a telephone or similar communication equipment by way of which all Persons
participating in such meeting can communicate with each other and such participation shall be
deemed to constitute presence in person at the meeting.
	 
	62.	 	The chairman, if any, of the Directors shall preside as chairman at every general meeting of
the Company.
	 
	63.	 	If there is no such chairman, or if at any general meeting he is not present within fifteen
minutes after the time appointed for holding the meeting or is unwilling to act as chairman,
any Director or Person nominated by the Directors shall preside as chairman, failing which the
Shareholders present in person or by proxy shall choose any Person present to be chairman of
that meeting.
	 
	64.	 	The chairman may with the consent of any general 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, or
adjourned meeting, is adjourned for fourteen days or more, 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.
	 
	65.	 	The Directors may cancel or postpone any duly convened general meeting at any time prior to
such meeting, except for general meetings requisitioned by the Shareholders in accordance with
these Articles, for any reason or for no reason, upon notice in writing to Shareholders. A
postponement may be for a stated period of any length or indefinitely as the Directors may
determine.
	 
	66.	 	At any general meeting a resolution put to the vote of the meeting shall be decided on a show
of hands, unless a poll is (before or on the declaration of the result of the show of hands)
demanded by the chairman or any Shareholder holding at least ten percent of the Shares given a
right to vote at the meeting, present in person or by proxy, and unless a poll is so demanded,
a declaration by the chairman that a resolution has, on a show of hands, been carried, or
carried unanimously, or by a particular majority, or lost, and an entry to that effect in the
book of the proceedings of the Company, shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of, or
against, that resolution.
	 
	67.	 	If a poll is duly demanded it shall be taken in such manner as the chairman directs, and the
result of the poll shall be deemed to be the resolution of the meeting at which the poll was
demanded.





15









 











	68.	 	In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of
the meeting at which the show of hands takes place or at which the poll is demanded, shall be
entitled to a second or casting vote.
	 
	69.	 	A poll demanded on the election of a chairman of the meeting or on a question of adjournment
shall be taken forthwith. A poll demanded on any other question shall be taken at such time
as the chairman of the meeting directs.





VOTES OF SHAREHOLDERS





	70.	 	Subject to any rights and restrictions for the time being attached to any Share, on a show of
hands every Shareholder present in person and every Person representing a Shareholder by proxy
shall, at a general meeting of the Company, each have one vote and on a poll every Shareholder
and every Person representing a Shareholder by proxy shall have one vote for each Share of
which he or the Person represented by proxy is the holder.
	 
	71.	 	In the case of joint holders the vote of the senior who tenders a vote whether in person or
by proxy shall be accepted to the exclusion of the votes of the other joint holders and for
this purpose seniority shall be determined by the order in which the names stand in the
Register.
	 
	72.	 	A Shareholder of unsound mind, or in respect of whom an order has been made by any court
having jurisdiction in lunacy, may vote in respect of Shares carrying the right to vote held
by him, whether on a show of hands or on a poll, by his committee, or other Person in the
nature of a committee appointed by that court, and any such committee or other Person, may
vote in respect of such Shares by proxy.
	 
	73.	 	No Shareholder shall be entitled to vote at any general meeting of the Company unless all
calls, if any, or other sums presently payable by him in respect of Shares carrying the right
to vote held by him have been paid.
	 
	74.	 	On a poll votes may be given either personally or by proxy.
	 
	75.	 	The instrument appointing a proxy shall be in writing under the hand of the appointor or of
his attorney duly authorised in writing or, if the appointor is a corporation, either under
Seal or under the hand of an officer or attorney duly authorised. A proxy need not be a
Shareholder.
	 
	76.	 	An instrument appointing a proxy may be in any usual or common form or such other form as the
Directors may approve.
	 
	77.	 	The instrument appointing a proxy shall be 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;




16









 












	 	 	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.
	 
	78.	 	The instrument appointing a proxy shall be deemed to confer authority to demand or join in
demanding a poll.
	 
	79.	 	A resolution in writing signed by all the Shareholders for the time being entitled to receive
notice of and to attend and vote at general meetings of the Company (or being corporations by
their duly authorised representatives) shall be as valid and effective as if the same had been
passed at a general meeting of the Company duly convened and held.





CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS





	80.	 	Any corporation which is a Shareholder 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 meeting of holders of a Class or of the Directors or of a
committee of Directors, and the Person so authorised 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 Shareholder or Director.





CLEARING HOUSES





	81.	 	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 Article shall be entitled to exercise the same powers on behalf of the clearing house
(or its nominee) which he represents as that clearing house (or its nominee) could exercise if
it were an individual Member holding the number and Class of Shares specified in such
authorisation.





DIRECTORS





	82.	(a)	 	Unless otherwise determined by the Company in general meeting, the number of Directors
shall not be less than two Directors, the exact number of Directors to be determined from time
to time by the Board of Directors. For so long as Shares or ADSs are listed on the Designated
Stock Exchange, the Directors shall include such number of Independent Directors as applicable law, rules or regulations or the
Designated Stock Exchange Rules require.
	 
	 	(b)	 	The Board of Directors shall have a Chairman elected and appointed by a
majority of the Directors then in office. The period for which the Chairman will hold
office will also be determined by a majority of all of the Directors then in office.
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 within
fifteen 




17









 






	 	 	 	minutes after the time appointed for holding the same, the attending Directors
may choose one of their number to be the chairman of the meeting.
	 
	 	(c)	 	The Company may by Ordinary Resolution appoint any person to be a Director.
	 
	 	(d)	 	The Board may 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 the Designated Stock Exchange Rules, as
long as Shares or ADSs are listed on the Designated Stock Exchange.






	83.	 	A Director shall hold office until he is removed from office by Ordinary Resolution
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).
	 
	84.	 	The Board may, from time to time, and except as required by applicable law or the listing
rules of the recognized stock exchange where the Company’s securities are traded, adopt,
institute, amend, modify or revoke the corporate governance policies or initiatives, which
shall be intended to set forth the policies of the Company and the Board on various corporate
governance related matters as the Board shall determine by resolution from time to time.
	 
	85.	 	A Director shall not be required to hold any Shares in the Company by way of qualification.
A Director who is not a member of the Company shall nevertheless be entitled to attend and
speak at general meetings.
	 
	86.	 	The remuneration of the Directors may be determined by the Directors or by Ordinary
Resolution.
	 
	87.	 	The Directors shall 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 such 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.





ALTERNATE DIRECTOR OR PROXY





	88.	 	Any Director may in writing appoint another Person to be his alternate and, save to the
extent provided otherwise in the form of appointment, such alternate shall have authority to
sign written resolutions on behalf of the appointing Director, but shall not be required to
sign such written resolutions where they have been signed by the appointing director, and to
act in such Director’s place at any meeting of the Directors at which he is unable to be
present. Every such alternate shall be entitled to attend and vote at meetings of the
Directors as a Director when the Director appointing him is not personally present and where
he is a Director to have a separate vote on behalf of the Director he is representing in
addition to his own vote. A Director may at any time in writing revoke the appointment of an
alternate appointed by him. Such alternate shall be deemed for all purposes to be a Director of the
Company and shall not be deemed to be the agent of the Director appointing him. The
remuneration of such alternate shall be payable out of the remuneration of the Director
appointing him and the proportion thereof shall be agreed between them.






	89.	 	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 




18









 






	 	 	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





	90.	 	Subject to the Companies Law, these Articles and to any resolutions passed 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.
	 
	91.	 	Subject to these Articles, the Directors may from time to time appoint any natural person or
corporation, whether or not a Director to hold such office in the Company as the Directors may
think necessary for the administration of the Company, including but not limited to, the
office of president, one or more vice-presidents, treasurer, assistant treasurer, manager or
controller, and for such term and at such remuneration (whether by way of salary or commission
or participation in profits or partly in one way and partly in another), and with such powers
and duties as the Directors may think fit. Any natural person or corporation so appointed by
the Directors may be removed by the Directors.
	 
	92.	 	No resolution passed by the Company in general meeting shall invalidate any prior act of the
Directors that would have been valid if that resolution had not been passed.
	 
	93.	 	The Directors may appoint any natural person or corporation to be a Secretary (and if need be
an assistant Secretary or assistant Secretaries) who shall hold office for such term, at such
remuneration and upon such conditions and with such powers as they think fit. Any Secretary
or assistant Secretary so appointed by the Directors may be removed by the Directors or by the
Company by Ordinary Resolution.
	 
	94.	 	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.
	 
	95.	 	The Directors may from time to time and at any time by power of attorney (whether under Seal
or under hand) or otherwise appoint any company, firm or Person or body of Persons, whether
nominated directly or indirectly by the Directors, to be the attorney or attorneys or
authorised signatory (any such person being an “Attorney” or “Authorised Signatory”,
respectively) 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 or other appointment may contain such provisions for the protection and
convenience of Persons dealing with any such Attorney or Authorised Signatory as the Directors may think fit, and may also authorise any such Attorney or Authorised Signatory to
delegate all or any of the powers, authorities and discretion vested in him.
	 
	96.	 	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 three next
following Articles shall not limit the general powers conferred by this Article.
	 
	97.	 	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 natural 




19









 






	 	 	person or
corporation to be a member of such committees or local boards and may appoint any managers or
agents of the Company and may fix the remuneration of any such natural person or corporation.






	98.	 	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 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 natural person or
corporation 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.
	 
	99.	 	Any such delegates as aforesaid may be authorised by the Directors to sub-delegate all or any
of the powers, authorities, and discretion for the time being vested in them.





BORROWING POWERS OF DIRECTORS





	100.	 	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.





THE SEAL





	101.	 	The Seal shall not be affixed to any instrument except by the authority of a resolution of
the Directors provided always that such authority may be given prior to or after the affixing
of the Seal and if given after may be in general form confirming a number of affixings of the
Seal. The Seal shall be affixed in the presence of a Director or a Secretary (or an assistant
Secretary) or in the presence of any one or more Persons as the Directors may appoint for the
purpose and every Person as aforesaid shall sign every instrument to which the Seal is so
affixed in their presence.






	102.	 	The Company may maintain a facsimile of the Seal in such countries or places as the Directors
may appoint and such facsimile Seal shall not be affixed to any instrument except by the
authority of a resolution of the Directors provided always that such authority may be given
prior to or after the affixing of such facsimile Seal and if given after may be in general
form confirming a number of affixings of such facsimile Seal. The facsimile Seal shall be
affixed in the presence of such Person or Persons as the Directors shall for this purpose
appoint and such Person or Persons as aforesaid shall sign every instrument to which the
facsimile Seal is so affixed in their presence and such affixing of the facsimile Seal and
signing as aforesaid shall have the same meaning and effect as if the Seal had been affixed in
the presence of and the instrument signed by a Director or a Secretary (or an assistant Secretary) or in the presence of any one or more Persons as the Directors may appoint for
the purpose.
	 
	103.	 	Notwithstanding the foregoing, a Secretary or any assistant Secretary shall have the
authority to affix the Seal, or the facsimile Seal, to any instrument for the purposes of
attesting authenticity of the matter contained therein but which does not create any
obligation binding on the Company.





20









 










DISQUALIFICATION OF DIRECTORS





	104.	 	The office of Director shall be vacated, if the Director:






	 	(a)	 	becomes bankrupt or makes any arrangement or composition with his creditors;
	 
	 	(b)	 	dies or is found to be or becomes of unsound mind;
	 
	 	(c)	 	resigns his office by notice in writing to the Company;
	 
	 	(d)	 	without special leave of absence from the Board, is absent from meetings of the
Board for three consecutive meetings and the Board resolves that his office be vacated;
or
	 
	 	(e)	 	is removed from office pursuant to any other provision of these Articles.





PROCEEDINGS OF DIRECTORS





	105.	 	The Directors may meet together (either within or without the Cayman Islands) for the
despatch of business, adjourn, and otherwise regulate their meetings and proceedings as they
think fit. Save as provided in Article 92, questions arising at any meeting shall be decided
by a majority of votes. At any meeting of the Directors, each Director present in person or
represented by his proxy or alternate shall be entitled to one vote. In case of an equality
of votes the Chairman shall have a second or casting vote. A Director may, and a Secretary or
assistant Secretary on the requisition of a Director shall, at any time summon a meeting of
the Directors.
	 
	106.	 	A Director may participate in any meeting of the Directors, or of any committee appointed by
the Directors of which such Director is a member, by means of telephone or similar
communication equipment by way of which all Persons participating in such meeting can
communicate with each other and such participation shall be deemed to constitute presence in
person at the meeting.
	 
	107.	 	The quorum necessary for the transaction of the business of the Directors may be fixed by the
Directors, and unless so fixed, the quorum shall be a majority of Directors then in office. A
Director represented by proxy or by an alternate Director at any meeting shall be deemed to be
present for the purposes of determining whether or not a quorum is present.
	 
	108.	 	A Director who is in any way, whether directly or indirectly, interested in a contract or
proposed contract with the Company shall declare the nature of his interest at a meeting of
the Directors. A general notice given to the Directors by any Director to the effect that he
is a member of any specified company or firm and is to be regarded as interested in any
contract which may thereafter be made with that company or firm shall be deemed a sufficient
declaration of interest in regard to any contract so made. A Director may vote in respect of
any contract or proposed contract or arrangement notwithstanding that he may be interested therein and if he does so his vote shall be counted and he may be counted in the quorum at
any meeting of the Directors at which any such contract or proposed contract or arrangement
shall come before the meeting for consideration.
	 
	109.	 	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




21









 






	 	 	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 of the
Directors 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.






	110.	 	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.
	 
	111.	 	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.






	112.	 	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.
	 
	113.	 	A resolution in writing signed by all the Directors or all the members of a committee of
Directors entitled to receive notice of a meeting of Directors or committee of Directors, as
the case may be (an alternate Director, subject as provided otherwise in the terms of
appointment of the alternate Director, being entitled to sign such a resolution on behalf of
his appointer), shall be as valid and effectual as if it had been passed at a duly called and
constituted meeting of Directors or committee of Directors, as the case may be. When signed a
resolution may consist of several documents each signed by one or more of the Directors or his
duly appointed alternate.
	 
	114.	 	The continuing Directors may act notwithstanding any vacancy in their body but if and for 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.
	 
	115.	 	The Directors may elect a chairman of their meetings 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 fifteen minutes after the time appointed for holding the meeting, the Directors
present may choose one of their number to be chairman of the meeting.
	 
	116.	 	Subject to any regulations imposed on it by the Directors, a committee appointed by the
Directors may elect a chairman of its meetings. If no such chairman is elected, or if at any




22









 






	 	 	meeting the chairman is not present within fifteen minutes after the time appointed for
holding the meeting, the committee members present may choose one of their number to be
chairman of the meeting.






	117.	 	A committee appointed by the Directors may meet and adjourn as it thinks proper. Subject to
any regulations imposed on it by the Directors, 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.
	 
	118.	 	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





	119.	 	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





	120.	 	Subject to any rights and restrictions for the time being attached to any Shares, 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.
	 
	121.	 	Subject to any rights and restrictions for the time being attached to any Shares, the Company
by Ordinary Resolution may declare dividends, but no dividend shall exceed the amount
recommended by the Directors.
	 
	122.	 	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, in the absolute 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 in the absolute discretion of the
Directors, 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.
	 
	123.	 	Any dividend payable in cash to the holder of Shares may be paid in any manner determined by
the Directors. If paid by cheque it will be sent by mail addressed to the holder at his
address in the Register, or addressed to such person and at such addresses as the holder may
direct. Every such cheque or warrant shall, unless the holder or joint holders otherwise
direct, 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 payment of the cheque or warrant by the bank on which
it is drawn shall constitute a good discharge to the Company.





23









 











	124.	 	With the sanction of an Ordinary Resolution, the Directors may determine that a dividend
shall be paid wholly or partly by the distribution of specific assets (which may consist of
the shares or securities of any other company) and may settle all questions concerning such
distribution. Without limiting the generality of the foregoing, the Directors may fix the
value of such specific assets, may determine that cash payment shall be made to some
Shareholders in lieu of specific assets and may vest any such specific assets in trustees on
such terms as the Directors think fit.
	 
	125.	 	Subject to any rights and restrictions for the time being attached to any Shares, all
dividends shall be declared and paid according to the amounts paid up on the Shares, but if
and for so long as nothing is paid up on any of the Shares dividends may be declared and paid
according to the par value of the Shares. No amount paid on a Share in advance of calls shall,
while carrying interest, be treated for the purposes of this Article as paid on the Share.
	 
	126.	 	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.
	 
	127.	 	No dividend shall bear interest against the Company.
	 
	128.	 	Any dividend unclaimed after a period of six years from the date of declaration of such
dividend may be forfeited by the Board of Directors and, if so forfeited, shall revert to the
Company.





ACCOUNTS, AUDIT AND ANNUAL RETURN AND DECLARATION





	129.	 	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.
	 
	130.	 	The books of account shall be kept at the Registered Office, or at such other place or places
as the Directors think fit, and shall always be open to the inspection of the Directors.
	 
	131.	 	The Directors may 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 Shareholders not being Directors, and no
Shareholder (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 authorised by the Directors or by
Ordinary Resolution.
	 
	132.	 	The accounts relating to the Company’s affairs shall be audited in such manner and with such
financial year end as may be determined from time to time by the Directors or failing any
determination as aforesaid shall not be audited.
	 
	133.	 	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.
	 
	134.	 	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.
	 
	135.	 	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,




24









 






	 	 	and at any time during their term of office, upon request of the Directors or any general
meeting of the Members.






	136.	 	The Directors in each year shall prepare, or cause to be prepared, an annual return and
declaration setting forth the particulars required by the Companies Law and deliver a copy
thereof to the Registrar of Companies in the Cayman Islands.





CAPITALISATION OF RESERVES





	137.	 	Subject to the Companies Law, the Directors 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 Shareholders 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,






	 	 	 	and allot the Shares or debentures, credited as fully paid, to the
Shareholders (or as they may direct) in those proportions, or partly in one way
and partly in the other, but the Share Premium Account, the capital redemption
reserve and profits which are not available for distribution may, for the
purposes of this Article, only be applied in paying up unissued Shares to be
allotted to Shareholders credited as fully paid;
	 
	 	(c)	 	make any arrangements they think 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 Directors may deal with the
fractions as they think fit;
	 
	 	(d)	 	authorise a Person to enter (on behalf of all the Shareholders concerned) into
an agreement with the Company providing for either:






	 	(i)	 	the allotment to the Shareholders respectively, credited as
fully paid, of Shares or debentures to which they may be entitled on the
capitalisation, or
	 
	 	(ii)	 	the payment by the Company on behalf of the Shareholders
(by the application of their respective proportions of the reserves resolved
to be capitalised) of the amounts or part of the amounts remaining unpaid on their
existing Shares,






	 	 	 	and any such agreement made under this authority being effective and binding on all
those Shareholders; and
	 
	 	(e)	 	generally do all acts and things required to give effect to the resolution.





25









 










SHARE PREMIUM ACCOUNT





	138.	 	The Directors shall in accordance with the Companies Law establish a Share Premium Account
and shall carry to the credit of such account from time to time a sum equal to the amount or
value of the premium paid on the issue of any Share.
	 
	139.	 	There shall be debited to any Share Premium Account on the redemption or purchase of a Share
the difference between the nominal value of such Share and the redemption or purchase price
provided always that at the discretion of the Directors such sum may be paid out of the
profits of the Company or, if permitted by the Companies Law, out of capital.





NOTICES





	140.	 	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 Shareholder either personally, or by
posting it airmail or air courier service in a prepaid letter addressed to such Shareholder at
his address as appearing in the Register, or by electronic mail to any electronic mail address
such Shareholder may have specified in writing for the purpose of such service of notices, or
by facsimile or by placing it on the Company’s Website should the Directors deem it
appropriate provided that the Company has obtained the member’s prior express positive
confirmation in writing to receive notices in such manner. In the case of joint holders of a
Share, all notices shall be given to that one of the joint holders whose name stands first in
the Register in respect of the joint holding, and notice so given shall be sufficient notice
to all the joint holders.
	 
	141.	 	Notices posted to addresses outside the Cayman Islands shall be forwarded by prepaid airmail.
	 
	142.	 	Any Shareholder 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.
	 
	143.	 	Any notice or other document, if served by:






	 	(a)	 	post, shall be deemed to have been served five days after the time when the
letter containing the same is posted;
	 
	 	(b)	 	facsimile, shall be deemed to have been served upon production by the
transmitting facsimile machine of a report confirming transmission of the facsimile in
full to the facsimile number of the recipient;
	 
	 	(c)	 	recognised courier 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; or
	 
	 	(d)	 	electronic mail, shall be deemed to have been served immediately upon the time
of the transmission by electronic mail.






	 	 	In proving service by post or courier service it shall be sufficient to prove that the
letter containing the notice or documents was properly addressed and duly posted or
delivered to the courier service.
	 
	144.	 	Any notice or document delivered or sent by post to or left at the registered address of any
Shareholder in accordance with the terms of these Articles shall notwithstanding that such




26









 






	 	 	Shareholder 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 Shareholder 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 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.
	145.	 	Notice of every general meeting of the Company shall be given to:






	 	(a)	 	all Shareholders holding Shares with the right to receive notice and who have
supplied to the Company an address for the giving of notices to them; and
	 
	 	(b)	 	every Person entitled to a Share in consequence of the death or bankruptcy of a
Shareholder, who but for his death or bankruptcy would be entitled to receive notice of
the meeting.






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





INFORMATION





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





INDEMNITY





	148.	 	Every Director (including for the purposes of this Article any alternate Director appointed
pursuant to the provisions of these Articles), Secretary, assistant Secretary, or other
officer for the time being and from time to time of the Company (but not including the
Company’s auditors) and the personal representatives of the same (each an “Indemnified
Person”) shall be indemnified and secured harmless against all actions, proceedings, costs,
charges, expenses, losses, damages or liabilities incurred or sustained by such Indemnified
Person, other than by reason of such Indemnified Person’s own dishonesty, wilful default or
fraud, in or about the conduct of the Company’s business or affairs (including as a result of
any mistake of judgment) or in the execution or discharge of his duties, powers, authorities
or discretions, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by such Indemnified Person 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.
	 
	149.	 	No Indemnified Person shall be liable:






	 	(a)	 	for the acts, receipts, neglects, defaults or omissions of any other Director
or officer or agent of the Company; or





27









 











	 	(b)	 	for any loss on account of defect of title to any property of the Company; or
	 
	 	(c)	 	on account of the insufficiency of any security in or upon which any money of
the Company shall be invested; or
	 
	 	(d)	 	for any loss incurred through any bank, broker or other similar Person; or
	 
	 	(e)	 	for any loss occasioned by any negligence, default, breach of duty, breach of
trust, error of judgement or oversight on such Indemnified Person’s part; or
	 
	 	(f)	 	for any loss, damage or misfortune whatsoever which may happen in or arise from
the execution or discharge of the duties, powers, authorities, or discretions of such
Indemnified Person’s office or in relation thereto;






	 	 	unless the same shall happen through such Indemnified Person’s own dishonesty, wilful
default or fraud.





FINANCIAL YEAR





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





NON-RECOGNITION OF TRUSTS





	151.	 	No Person shall be recognised by the Company as holding any Share upon any trust and the
Company shall not, unless required by law, 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 (except only as otherwise provided by these Articles or as the Companies Law
requires) any other right in respect of any Share except an absolute right to the entirety
thereof in each Shareholder registered in the Register.





WINDING UP





	152.	 	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.
	 
	153.	 	If the Company shall be wound up, and the assets available for distribution amongst the
Members shall be insufficient to repay the whole of the share capital, such assets shall be
distributed so that, as nearly as may be, the losses shall be borne by the Members in
proportion to the par value of the Shares held by them. If in a winding up the assets
available for distribution amongst the Members shall be more than sufficient to repay the
whole of the share capital at the commencement of the winding up, the surplus shall be
distributed amongst the Members in proportion to the par value of the Shares held by them at
the commencement of the winding up subject to a deduction from those Shares in respect of
which there are monies due, of all monies payable to the Company for unpaid calls or




28









 






	 	 	otherwise. This Article is without prejudice to the rights of the holders of Shares issued
upon special terms and conditions.





AMENDMENT OF ARTICLES OF ASSOCIATION





	154.	 	Subject to the Companies Law, the Company may at any time and from time to time by Special
Resolution alter or amend these Articles in whole or in part.





CLOSING OF REGISTER OR FIXING RECORD DATE





	155.	 	For the purpose of determining those Shareholders that are entitled to receive notice of,
attend or vote at any meeting of Shareholders or any adjournment thereof, or those
Shareholders that are entitled to receive payment of any dividend, or in order to make a
determination as to who is a Shareholder for any other purpose, the Directors may provide that
the Register shall be closed for transfers for a stated period which shall not exceed in any
case 40 days. If the Register shall be so closed for the purpose of determining those
Shareholders that are entitled to receive notice of, attend or vote at a meeting of
Shareholders the 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.
	 
	156.	 	In lieu of or apart from closing the Register, the Directors may fix in advance a date as the
record date for any such determination of those Shareholders that are entitled to receive
notice of, attend or vote at a meeting of the Shareholders and for the purpose of determining
those Shareholders that are entitled to receive payment of any dividend the Directors may, at
or within 90 days prior to the date of declaration of such dividend, fix a subsequent date as
the record date for such determination.
	 
	157.	 	If the Register is not so closed and no record date is fixed for the determination of those
Shareholders entitled to receive notice of, attend or vote at a meeting of Shareholders or
those Shareholders 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 Shareholders. When a determination of those Shareholders that are entitled to receive
notice of, attend or vote at a meeting of Shareholders has been made as provided in this
Article, such determination shall apply to any adjournment thereof.





REGISTRATION BY WAY OF CONTINUATION





	158.	 	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.





DISCLOSURE





	159.	 	The Directors, or any service providers (including the officers, the Secretary and the
registered office agent of the Company) specifically authorised by the Directors, shall be
entitled to disclose to any regulatory or judicial authority any information regarding the
affairs 




29









 






	 	 	of the Company including without limitation information contained in the Register and
books of the Company.






30