Exhibit 1.1



                     THE COMPANIES ORDINANCE (CHAPTER 32)

                           Company Limited by Shares

                         NEW ARTICLES OF ASSOCIATION*

                                      OF

                                 CNOOC LIMITED
                          [CHINESE LANGUAGE OMITTED]

 *as amended by special resolutions passed on 14 June 2004 and 31 December 2005

                           ------------------------



                                  PRELIMINARY

1.    The regulations in Table A in the First Schedule to the Ordinance shall
      not apply to the Company.

                                INTERPRETATION

2.    (a)   In these Articles save where the context otherwise requires:

            Associate shall have the meaning ascribed to it under the Listing
            Rules as amended from time to time;

            Auditors means the Auditors of the Company for the time being;

            Chairman means the Chairman presiding at any meeting of members or
            the Board;

            Company means the above-named Company;

            Ordinance means the Companies Ordinance (Chapter 32 of the Laws of
            Hong Kong), and includes every other ordinance incorporated
            therewith or substituted therefor, and in the case of any such
            substitution the references in these Articles to the provisions of
            the Ordinance shall be read as references to the provisions
            substituted therefor in the new ordinance;

            Board and Directors means the directors for the time being of the
            Company or the Directors present at a duly convened meeting of
            directors at which a quorum is present;

            call includes any instalment of a call and, in the application of
            provisions of these Articles to forfeiture of shares, a sum which,
            by the terms of issue of a share, is payable at a fixed time
            either in respect of the nominal value of the share or by way of
            premium;


                                Exhibit 1.1-1
<PAGE>


            capital means the share capital from time to time of the Company;

            Clearing House shall mean a recognised clearing house within the
            meaning of Part 1 of Schedule 1 to the Securities and Futures
            Ordinance (Chapter 571) as amended from time to time;

            Dividend includes distributions in specie or in kind, capital
            distributions and capitalisation issues;

            Dollars and $ means dollars in the lawful currency of Hong Kong;

            Hong Kong means the Hong Kong Special Administrative Region of the
            People's Republic of China;

            Listing Rules means the Rules Governing the Listing of Securities
            on the Stock Exchange of Hong Kong Limited as amended from time to
            time;

            month means calendar month;

            Office means the registered office of the Company for the time
            being;

            paid up includes credited as paid up;

            Register means the register of members of the Company kept
            pursuant to the Ordinance and includes any branch register kept
            pursuant to the Ordinance;

            Seal means the common seal of the Company or any official seal
            that the Company may have as permitted by the Ordinance;

            Secretary means the person or persons appointed for the time being
            to perform for the Company the duties of a secretary;

            share means a share in the capital of the Company and includes
            stock except where a distinction between stock and shares is
            expressed or implied;

            Stock Exchange means The Stock Exchange of Hong Kong Limited;

            Subsidiary and holding company shall have the meanings ascribed to
            them under the Listing Rules;

            these Articles means these Articles of Association in their
            present form or as altered from time to time;

            in writing and written includes facsimile and telex messages and
            any mode of reproducing words in a legible and non-transitory
            form.

      (b)   In these Articles, if not inconsistent with the subject or
            context, words importing the singular number only shall include
            the plural number and vice versa, words importing any gender shall
            include all other genders and references to persons shall include
            corporations (acting, where applicable, by their duly authorised
            representatives).


                                Exhibit 1.1-2
<PAGE>


      (c)   Subject as aforesaid, any words defined in the Ordinance shall, if
            not inconsistent with the subject or context, bear the same
            meaning in these Articles.

      (d)   The headings and any marginal notes are inserted for convenience
            only and shall not affect the construction of these Articles.

                                  THE OFFICE

3.    The Office shall be at such place in Hong Kong as the Directors shall
      from time to time appoint.

                                    SHARES

4.    Shares may be issued with a preferential or qualified right to dividends
      and in the distribution of assets of the Company and with a special, or
      without any, right of voting.

5.    Without prejudice to any special rights, privileges or restrictions for
      the time being attached to any issued shares, any unissued or forfeited
      shares may be issued or re-issued upon such terms and conditions, and
      with such rights, privileges and restrictions attached thereto, whether
      in regard to dividends, voting, repayment or redemption of share
      capital, or otherwise, as the Company may, subject to the Ordinance,
      from time to time determine or, in the absence of any such
      determination, as the Directors shall determine.

6.    The Board may, subject to the approval by the members in general
      meeting, issue warrants to subscribe for any class of shares or
      securities of the Company on such terms as the Board may from time to
      time determine. Where warrants are issued to bearer, no certificate
      thereof shall be issued to replace one that has been lost unless the
      Board is satisfied beyond reasonable doubt that the original certificate
      thereof has been destroyed and the Company has received an indemnity in
      such form as the Board shall think fit with regard to the issue of any
      such replacement certificate.

7.    Save as provided by contract or the Ordinance or these Articles to the
      contrary, all unissued shares shall be at the disposal of the Directors
      who may allot, grant options over or otherwise deal with or dispose of
      the same to such persons, at such times, for such consideration and
      generally upon such terms and conditions as they shall in their absolute
      discretion think fit, provided that no shares of any class shall be
      issued at a discount except in accordance with section 50 of the
      Ordinance.

8.    The Company may make arrangements on the issue of shares for a
      difference between the holders of such shares in the amount of calls to
      be paid and the time of payment of such calls.

9.    If by the conditions of allotment of any shares the whole or part of the
      issue price thereof shall be payable by instalments, every such
      instalment shall, when due, be paid to the Company by the person who for
      the time being and from time to time shall be the registered holder of
      the shares, or his legal personal representative.

10.   Subject to the provisions of section 49 of the Ordinance, any preference
      share may, with the sanction of a special resolution, be issued on the
      terms that it is, or at the option of the Company is liable, to be
      redeemed.

11.   Subject to the provisions of these Articles, except as required by law
      or ordered by a court of competent jurisdiction, no person shall be
      recognised by the Company as holding any share upon any trust, and
      except as aforesaid, the Company shall not be bound by or required in
      any way to recognise any contingent, future, partial or equitable
      interest in any share or in


                                Exhibit 1.1-3
<PAGE>


     any fractional part of a share or any other right in respect of any share
     or any other claim to or in respect of any such share on the part of any
     person (even when having notice thereof) except an absolute right to the
     entirety thereof in the registered holder.

12.   The Company may in connection with the issue of any shares exercise all
      powers of paying interest out of capital and of paying commission and
      brokerage conferred or permitted by the Ordinance.

13.   No person shall become a member until his name shall have been entered
      into the Register.

                           JOINT HOLDERS OF SHARES

14.   Where two or more persons are registered as the holders of any share
      they shall be deemed to hold the same as joint tenants with the benefit
      of survivorship, subject to the following provisions:

      (a)   the Company shall not be bound to register more than four persons
            as the holders of any shares except in the case of the legal
            personal representatives of a deceased member;

      (b)   the joint holders of any shares shall be liable severally as well
            as jointly in respect of all payments which ought to be made in
            respect of such shares;

      (c)   on the death of any one of such joint holders the survivor or
            survivors shall be the only person or persons recognised by the
            Company as having any title to such shares, but the Directors may
            require such evidence of death as they may deem fit;

      (d)   any one of such joint holders may give effectual receipts for any
            dividend, bonus or return of capital payable to such joint
            holders; and

      (e)   the Company shall be at liberty to treat the person whose name
            stands first in the Register as one of the joint holders of any
            shares as solely entitled to delivery of the certificate relating
            to such shares, or to receive notices from the Company, or to
            attend or vote at general meetings of the Company, and any notice
            given to such person shall be deemed notice to all the joint
            holders; but any one of such joint holders may be appointed the
            proxy of the persons entitled to vote on behalf of such joint
            holders, and as such proxy to attend and vote at general meetings
            of the Company, but if more than one of such joint holders be
            present at any meeting personally or by proxy that one so present
            whose name stands first in the Register in respect of such shares
            shall alone be entitled to vote in respect thereof.

                              SHARE CERTIFICATES

15.   Every person whose name is entered as a member in the Register shall be
      entitled without payment to receive within two months after allotment or
      lodgment of an instrument of transfer duly stamped, or within such other
      period as the conditions of issue shall provide, one certificate for all
      his shares of any particular class, or if he shall so request, upon
      payment of a fee (not exceeding HK$2.50 or such greater sum as the Stock
      Exchange may from time to time permit) for every certificate after the
      first, as the Directors shall from time to time determine, such number
      of certificates for shares in Stock Exchange board lots or multiples
      thereof as he shall request and one for the balance (if any) of the
      shares in question, provided that in the event of a member transferring
      part of the shares represented by a certificate in his name a new
      certificate in respect of the balance thereof shall be issued in his
      name without payment and, in the case of a share or shares held jointly
      by several persons the


                                Exhibit 1.1-4
<PAGE>


     Company shall not be bound to issue a certificate or certificates to each
     such person, and the issue and delivery of a certificate or certificates
     to one of several joint holders shall be sufficient delivery to all such
     holders. In any event, the Company shall, within 10 business days (being
     any day on which a recognised stock market is open for the business of
     dealing in securities) after the date on which a transfer of any of its
     shares, debentures or debenture stock is lodged with the Company,
     complete and have ready for delivery the certificates of all shares, the
     debentures and the certificates of all debenture stock so transferred,
     unless the conditions of issue of the shares, debentures or debenture
     stock otherwise provide.

16.   Every share certificate shall be issued under the Seal (which for this
      purpose may be any official seal as permitted by section 73A of the
      Ordinance) and shall specify the number and class of shares and, if
      required, the distinctive numbers thereof, to which the certificate
      relates, and the amount paid up thereon and may otherwise be in such
      form as the Board may from time to time determine. If at any time the
      share capital of the Company is divided into different classes of
      shares, every share certificate issued at that time shall comply with
      section 57A of the Ordinance, and no certificate shall be issued in
      respect of more than one class of shares.

17.   Subject to section 71A of the Ordinance, if any share certificate shall
      be worn out, defaced, destroyed or lost, it may be replaced on payment
      of such fee, if any (not exceeding HK$2.50 or such greater sum as the
      Stock Exchange may from time to time permit), on such evidence being
      produced as the Directors shall require, and in case of wearing out or
      defacement, on delivery up of the old certificate, and in case of
      destruction or loss, on the execution of such indemnity (if any), as the
      Directors may require. In case of destruction or loss, the person to
      whom such replacement certificate is given shall also bear and pay to
      the Company all expenses incidental to the investigation by the Company
      of the evidence of such destruction or loss and of the production of
      such indemnity.

                                CALLS ON SHARES

18.   (a)   The Directors may from time to time make calls upon the members in
            respect of all moneys unpaid on their shares whether on account of
            the nominal value of the shares or by way of premium but subject
            always to the terms of issue of such shares, and any such call may
            be made payable by instalments.

      (b)   Each member shall, subject to receiving at least fourteen days'
            notice specifying the time or times and place of payment, pay to
            the Company the amount called on his shares and at the time or
            times and place so specified. The non-receipt of a notice of any
            call by, or the accidental omission to give notice of a call to,
            any of the members shall not invalidate the call.

19.   A call shall be deemed to have been made at the time when the resolution
      of the Directors authorising such call was passed. A call may be
      revoked, varied or postponed as to all or any of the members liable
      therefor as the Directors may determine. A person on whom a call is made
      will remain liable for calls made upon him notwithstanding the
      subsequent transfer of the shares in respect whereof the call was made.

20.   If any part of a call is not paid before or on the day appointed for
      payment thereof, the person from whom the payment is due shall be liable
      to pay all costs, charges and expenses that the Company may have
      incurred by reason of such non-payment together with interest on the
      outstanding part thereof at such rate as the Directors shall determine
      (not exceeding twenty per cent. per annum) from the day appointed for
      the payment of such call or instalment to the


                                Exhibit 1.1-5
<PAGE>


      time of discharge thereof in full; but the Directors may, if they shall
      think fit, waive the payment of such costs, charges, expenses or
      interest or any part thereof.

21.   If, by the terms of the issue of any shares or otherwise, any amount is
      made payable upon allotment or at any fixed time, whether on account of
      the nominal amount of the shares or by way of premium, every such amount
      shall be payable as if it were a call duly made and payable on the date
      on which by the terms of issue the same becomes payable; and all the
      provisions hereof with respect to the payment of calls and interest
      thereon, or to the forfeiture of shares for non-payment of calls, shall
      apply to every such amount and the shares in respect of which it is
      payable in the case of non-payment thereof.

22.   The Directors may, if they shall think fit, receive from any member
      willing to advance the same (either in money or money's worth) all or
      any part of the moneys uncalled and unpaid or instalments payable upon
      any shares held by him; and upon all or any of the moneys so paid in
      advance the Directors may (until the same would, but for such payment in
      advance, become presently payable) pay interest at such rate as may be
      agreed upon between the member paying the moneys in advance and the
      Directors (not exceeding twenty per cent. per annum). But a payment in
      advance of a call shall not entitle the member to receive any dividend
      or to exercise any other rights or privileges as a member in respect of
      the share or the due portion of the shares upon which payment has been
      advanced by such member before it is called. The Directors may also at
      any time repay the amount so advanced upon giving to such member one
      month's notice in writing unless before the expiration of such notice
      the amount so advanced shall have been called up on the shares in
      respect of which it was advanced.

23.   On the trial or hearing of any action for the recovery of any money due
      for any call, it shall be sufficient to prove that the name of the
      member sued is entered in the Register as the holder, or one of the
      holders, of the shares in respect of which such money is due; that the
      resolution making the call is duly recorded in the minute book of the
      Company; and that notice of such call was duly given to the member sued
      in pursuance of these Articles, and it shall not be necessary to prove
      the appointment of the Directors who made such call, nor any other
      matter whatsoever, but the proof of the matters aforesaid shall be
      conclusive evidence that the money is due.

24.   No member shall, unless the Directors otherwise determine, be entitled
      to receive any dividend or bonus, or to receive notice of or to be
      present or vote at any general meeting, either personally or (save as
      proxy for another member) by proxy, or to exercise any privileges as a
      member, or be reckoned in a quorum, until he shall have paid all calls
      or other sums for the time being due and payable on every share held by
      him, whether alone or jointly with any other person, together with
      interest and expenses (if any).

                                  FORFEITURE

25.   If any member fails to pay in full any call or any instalment of a call
      on the day appointed for payment thereof, the Directors may at any time
      thereafter, during such time as any part of the call remains unpaid
      without prejudice to the provisions of Article 24, serve a notice on him
      requiring him to pay so much of the call as is unpaid together with
      interest accrued and any expenses incurred by reason of such
      non-payment.

26.   The notice shall name a further day (not being less than fourteen days
      from the date of the notice) on or before which such call or part
      thereof and all interest accrued and expenses incurred by reason of such
      non-payment are to be paid, and it shall also name the place where
      payment is to be made, such place being either the Office, or some other
      place at which calls of the Company are usually made payable. The notice
      shall also state that, in the event of


                                Exhibit 1.1-6
<PAGE>


      non-payment at or before the time and at the place appointed, the shares
      in respect of which such call is payable will be liable to forfeiture.

27.   If the requirements with regard to payment of any such notice as
      aforesaid are not complied with, any shares in respect of which such
      notice has been given may, at any time thereafter and before the payment
      required by the notice has been made, be forfeited by a resolution of
      the Directors to that effect, and any such forfeiture shall extend to
      all dividends and bonuses declared in respect of the shares so forfeited
      but not payable until after such forfeiture. The Directors may accept
      surrender of any shares liable to be forfeited hereunder and in such
      cases references in the Articles to forfeiture shall include surrender.

28.   Any shares so forfeited shall be deemed for the purposes of this Article
      to be the property of the Company and may be sold, re-allotted or
      otherwise disposed of either subject to or discharged from all calls
      made prior to the forfeiture, to any person, upon such terms as to
      subscription price and otherwise and in such manner and at such time or
      times as the Directors think fit. For the purpose of giving effect to
      any such sale or other disposition the Directors may authorise the
      transfer of the shares so sold or otherwise disposed of to the purchaser
      thereof or any other person becoming entitled thereto. The Directors
      shall account to the person whose shares have been forfeited with the
      balance (if any) of monies received by the Company in respect of those
      shares after deduction of expenses of forfeiture, sale or disposal of
      the shares and any amount due to the Company in respect of the shares.

29.   The Directors may, at any time before any shares so forfeited shall have
      been sold, re-allotted or otherwise disposed of, annul the forfeiture
      thereof upon such conditions as they think fit or permit the share
      forfeited to be redeemed upon the terms of payment of all calls and
      interest due thereon and all expenses incurred in respect of the share,
      and upon such further terms (if any) they think fit.

30.   Any person whose shares have been forfeited shall cease to be a member
      in respect of the forfeited shares but shall notwithstanding the
      forfeiture be and 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, together with interest thereon from the date of
      forfeiture until payment at such rate as the Directors may prescribe
      (not exceeding twenty per cent. per annum), and the Directors may
      enforce the payment of such moneys or any part thereof and without any
      deduction or allowance for the value of the shares at the date of
      forfeiture, but his liability shall cease if and when the Company shall
      have received payment in full of all such moneys in respect of the
      shares. For the purposes of this Article any sum which, by the terms of
      issue of a share payable thereon at a fixed time which is subsequent to
      the date of forfeiture, whether on account of the nominal value of the
      share or by way of premium, shall notwithstanding that that time has not
      yet arrived be deemed to be payable at the date of forfeiture, and the
      same shall become due and payable immediately upon the forfeiture, but
      interest thereon shall only be payable in respect of any period between
      the said fixed time and the date of actual payment.

31.   When any shares have been forfeited, notice of the resolution shall be
      given to the member in whose name it stood immediately prior to the
      forfeiture and an entry shall be made in the Register recording the
      forfeiture and the date thereof but no forfeiture shall be in any manner
      invalidated by any omission or neglect to give such notice or make any
      such entry, and so soon as the shares so forfeited have been sold or
      otherwise disposed of an entry shall also be made of the manner and date
      of the sale or disposal thereof.


                                Exhibit 1.1-7
<PAGE>


                                     LIEN

32.   The Company shall have a first and paramount lien on every share (not
      being a fully paid-up share) for all moneys outstanding in respect of
      such share whether presently payable or not, and the Company shall also
      have a first and paramount lien on every share (other than fully paid-up
      shares) standing registered in the name of a member, whether singly or
      jointly with any other person or persons, for all the debts and
      liabilities of such member or his estate to the Company, whether the
      same shall have been incurred before or after notice has been given to
      the Company of any interest of any person other than such member, and
      whether the time for the payment or discharge of the same shall have
      already arrived or not, and notwithstanding that the same are joint
      debts or liabilities of such member or his estate and any other person,
      whether a member or not. The Company's lien on a share shall extend to
      all dividends payable thereon. The Directors may at any time either
      generally or in any particular case waive any lien that has arisen, or
      declare any share to be wholly or in part exempt from the provisions of
      this Article.

33.   The Company may sell in such manner as the Directors think fit any share
      on which the Company has a lien, but no sale shall be made unless some
      sum in respect of which the lien exists is presently payable or the
      liability or engagement in respect of such lien exists is liable to be
      presently fulfilled or discharged, nor until the expiration of fourteen
      days after a notice in writing stating and demanding payment of the sum
      presently payable and giving notice of intention to sell in default
      shall have been given to the holder for the time being of the share or
      the person entitled thereto by reason of his death, bankruptcy or
      winding-up or otherwise by operation of law or court order.

34.   The net proceeds of such sale after payment of the costs of such sale
      shall be applied in or towards payment or satisfaction of the debts or
      liabilities in respect whereof the lien exists so far as the same are
      presently payable and any residue shall (subject to a like lien for
      debts or liabilities not presently payable as existed upon the shares
      prior to the sale) be paid to the person entitled to the shares at the
      time of the sale. For giving effect to any such sale the Directors may
      authorise some person to transfer the shares so sold to the purchaser
      thereof and may enter the purchaser's name in the Register as holder of
      the shares, and the purchaser 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.

35.   A statutory declaration in writing that the declarant is a Director or
      the Secretary of the Company and that a share has been duly forfeited or
      surrendered or sold on a date stated in the declaration shall be
      conclusive evidence of the facts therein stated as against all persons
      claiming to be entitled to the share. Such declaration and the receipt
      of the Company for the consideration (if any) given for the share on the
      sale, re-allocation or disposal thereof together with the share
      certificate delivered to a purchaser or allottee thereof shall (subject
      to the execution of a transfer if the same be required) constitute a
      good title to the share and the person to whom the share is sold,
      re-allotted or disposed of 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 share be affected by any
      irregularity or invalidity in the proceedings in reference to the
      forfeiture, surrender, sale, re-allotment or disposal of the share.

                              TRANSFER OF SHARES

36.   The instrument of transfer of any shares in the Company shall be in
      writing in the usual common form or in such other form as the Board may
      accept and may be under hand only or, if the transferor or transferee is
      a Clearing House (or its nominee), by hand or by machine imprinted
      signature or by such other manner of execution as the Board may approve
      from


                                Exhibit 1.1-8
<PAGE>


      time to time and shall be executed by or on behalf of the transferor and
      by or on behalf of the transferee. The transferor shall remain the
      holder of the shares concerned until the name of the transferee is
      entered in the Register in respect thereof. Nothing in these Articles
      shall preclude the Board from recognising a renunciation of the
      allotment or provisional allotment of any share by the allottee in
      favour of some other person.

37.   Every instrument of transfer shall be lodged at the Office for
      registration (or at such other place the Board may appoint for such
      purpose) accompanied by the certificate relating to the shares to be
      transferred and such other evidence as the Directors may require in
      relation thereto. All instruments of transfer which shall be registered
      shall be retained by the Company, but save where fraud is suspected any
      instrument of transfer which the Directors may decline to register
      shall, on demand, be returned to the person depositing the same.

38.   There shall be paid to the Company in respect of the registration of a
      transfer and of any Grant of Probate or Letters of Administration,
      Certificate of Marriage or Death, Power of Attorney or other document
      relating to or affecting the title to any share or for making of any
      entry in the Register affecting the title to any share such fee (if any)
      as the Directors may from time to time require or prescribe (but not
      exceeding HK$2.50 or such greater sum as the Stock Exchange may from
      time to time permit).

39.   The registration of transfers may be suspended at such times and for
      such periods as the Directors may, in accordance with section 99 of the
      Ordinance, from time to time determine and either generally or in
      respect of any class of shares.

40.   The Directors may, subject to section 69 of the Ordinance, at any time
      in their absolute discretion and without assigning any reason therefor
      decline to register any transfer of any share (not being a fully paid-up
      share). If the Directors refuse to register a transfer they shall,
      within two months after the date on which the transfer was lodged with
      the Company, send to the transferor and transferee notice of the
      refusal.

41.   The Directors may also decline to register any transfer unless:

      (a)   the instrument of transfer is in respect of only one class of
            share;

      (b)   in the case of a transfer to joint holders, the number of
            transferees does not exceed four;

      (c)   the shares concerned are free of any lien in favour of the
            Company;

      (d)   the instrument of transfer is properly stamped;

      (e)   such other conditions as the Directors may from time to time
            impose for the purpose of guarding against losses arising from
            forgery are satisfied;

      (f)   a fee not exceeding the maximum fee prescribed or permitted from
            time to time by the Stock Exchange is paid to the Company in
            respect thereof;

      (g)   the instrument of transfer is accompanied by the certificate of
            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.

42.   No transfer may be made to an infant or to a person of unsound mind or
      under other legal disability.


                                Exhibit 1.1-9
<PAGE>


                            TRANSMISSION OF SHARES

43.   In the case of the death of a member, the survivor or survivors where
      the deceased was a joint holder, and the legal personal representatives
      of the deceased where he was a sole or only surviving holder, shall be
      the only persons recognised by the Company as having any title to his
      shares; but nothing herein contained shall release the estate of a
      deceased holder, whether sole or joint, from any liability in respect of
      any share solely or jointly held by him.

44.   Any person becoming entitled to shares in the Company in consequence of
      the death, bankruptcy or winding-up of any member or otherwise by
      operation of law or by court order shall, upon procuring such evidence
      of his title as the Directors may require, have the right either to be
      registered himself as the holder of the shares upon giving to the
      Company notice in writing of such his desire or to transfer such shares
      to some other person. All the limitations, restrictions and provisions
      of these Articles and the Ordinance relating to the right to transfer
      and the registration of transfers of shares shall be applicable to any
      such notice or transfer as if the same were a transfer of shares by a
      member, including the Directors' right to refuse or suspend
      registration.

45.   A person becoming entitled to shares in the Company in consequence of
      the death, bankruptcy or winding-up of any member or otherwise by
      operation of law or by court order shall have the right to receive and
      give a discharge for any dividends or other moneys payable in respect of
      the shares, provided always that the Directors may at any time give
      notice requiring any such person to elect to be registered himself or to
      transfer the shares, and if the notice is not complied with within sixty
      days, the Directors may thereafter withhold payment of all dividends or
      other moneys payable in respect of the shares until the requirements of
      the notice have been complied with but, subject to the requirements of
      Article 76 being met, such a person may vote at meetings.

                                    STOCK

46.   The Company may from time to time by ordinary resolution convert any
      fully paid-up shares into stock and may reconvert any stock into fully
      paid-up shares of any denomination. After the passing of any resolution
      converting all the fully paid-up shares of any class in the capital of
      the Company into stock, any shares of that class which subsequently
      become fully paid-up and rank pari passu in all other respects with such
      shares shall, by virtue of this Article and such resolution, be
      converted into stock transferable in the same units as the shares
      already converted.

47.   The holders of stock may transfer the same or any part thereof in the
      same manner and subject to the same regulations as the shares from which
      the stock arose might prior to conversion have been transferred or as
      near thereto as circumstances admit. The Directors may from time to time
      fix the minimum amount of stock transferable and restrict or forbid the
      transfer of fractions of such minimum, but the minimum shall not,
      without the sanction of an ordinary resolution of the Company, exceed
      the nominal amount of each of the shares from which the stock arose. No
      warrants to bearer shall be issued in respect of any stock.

48.   The holders of stock shall, according to the amount of the stock held by
      them, have the same rights as regards dividends, participation in assets
      on a winding-up, voting at general meetings of the Company and other
      matters as if they held the shares from which the stock arose, but no
      such right (except as to participation in dividends, profits and in
      assets on a reduction of capital or a winding-up) shall be conferred by
      an amount of stock which would not, if existing in shares, have
      conferred such right.


                                Exhibit 1.1-10
<PAGE>


49.   Such of these Articles as are applicable to fully paid-up shares shall
      apply mutatis mutandis to stock, and the words "share" and "shareholder"
      shall include "stock" and "stockholder".

                INCREASE OF CAPITAL AND PURCHASE OF OWN SHARES

50.   The Company may, from time to time, by ordinary resolution increase its
      authorised capital by such sum divided into shares of such amounts as
      the resolution shall prescribe.

51.   The general meeting resolving upon the creation of any new shares may
      direct that the same or any of them shall be offered in the first
      instance, and either at par or at a premium or (subject to the
      provisions of the Ordinance) at a discount, to all the holders for the
      time being of any class of shares in the capital of the Company, in
      proportion to the number of shares of such class held by them
      respectively, or make any other provisions as to the issue and allotment
      of the new shares, and in default of any such direction, or so far as
      the same shall not extend, the new shares shall be at the disposal of
      the Directors, and Article 7 shall apply thereto. The Company may
      exercise any powers conferred or permitted by the Ordinance or any other
      ordinance from time to time to purchase or otherwise acquire its own
      shares and warrants (including any redeemable shares) at any price or to
      give, directly or indirectly, by means of a loan, guarantee, the
      provision of security or otherwise, financial assistance for the purpose
      of or in connection with a purchase or other acquisition made or to be
      made by any person of any shares or warrants in the Company and should
      the Company purchase or otherwise acquire its own shares or warrants
      neither the Company nor the Board shall be required to select the shares
      or warrants to be purchased or otherwise acquired ratably or in any
      other particular manner as between the holders of shares or warrants of
      the same class or as between them and the holders of shares or warrants
      of any other class or in accordance with the rights as to dividends or
      capital conferred by any class of shares provided always that (a)
      purchases not made through the market or by tender shall be limited to a
      maximum price, and (b) if purchases are by tender, tenders shall be
      available to all shareholders alike and provided further that any such
      purchase or other acquisition or financial assistance shall only be made
      or given in accordance with any relevant rules or regulations issued by
      the Stock Exchange or the Securities and Futures Commission from time to
      time in force.

52.   Subject to any direction or determination that may be given or made in
      accordance with the powers contained in these Articles, all new shares
      created pursuant to Article 50 shall be subject to the same provisions
      herein contained with reference to the payment of calls, transfer,
      transmission, forfeiture, lien and otherwise as the existing shares of
      the Company.

                          ALTERATION OF SHARE CAPITAL

53.   The Company may by ordinary resolution:

      (a)   subdivide its existing shares or any of them into shares of
            smaller amount than is fixed by the Memorandum of Association of
            the Company, provided that in the subdivision of an existing share
            the proportion between the amount paid and the amount (if any)
            unpaid on each reduced share shall be the same as it was in the
            case of the share from which the reduced share is derived, and
            that the resolution whereby any share is subdivided may determine
            that as between the holders of the shares resulting from such
            subdivision one or more of the shares may, as compared with the
            others, have any such preferred, deferred or other special rights
            or be subject to any such restrictions as the Company has power to
            attach to unissued or new shares;

      (b)   divide its shares into several classes and attach thereto
            respectively any preferential, deferred, qualified or special
            rights, privileges or conditions;


                                Exhibit 1.1-11
<PAGE>


      (c)   consolidate and divide its share capital or any part thereof into
            shares of larger amount than its existing shares;

      (d)   cancel any shares which at the date of the passing of the
            resolution have not been taken or agreed to be taken by any person
            and diminish the amount of its authorised capital by the amount of
            the shares so cancelled; or

      (e)   make provision for the issue and allotment of shares which do not
            carry any voting rights.

54.   The Company may by special resolution reduce its share capital and any
      capital redemption reserve fund or any share premium account in any
      manner allowed by law.

55.   Where any difficulty arises in regard to any consolidation and division
      under paragraph (c) of Article 53, the Directors may settle the same as
      they think expedient and in particular may arrange for the sale of the
      shares representing fractions and the distribution of the net proceeds
      of sale in due proportion amongst the members who would have been
      entitled to the fractions, and for this purpose the Directors may
      authorise some person to transfer the shares representing fractions to
      the purchaser thereof, who 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 relating to the sale.

                            MODIFICATION OF RIGHTS

56.   All or any of the special rights attached to any class of shares (unless
      otherwise provided for by the terms of issue of the shares of that
      class) for the time being in issue may subject to the provisions of the
      Ordinance, at any time, as well before as during liquidation, be altered
      or abrogated either with the consent in writing of the holders of not
      less than three-fourths of the issued shares of that class or with the
      sanction of a special resolution passed at a separate general meeting of
      the holders of shares of that class, and all the provisions contained in
      these Articles relating to general meetings shall mutatis mutandis apply
      to every such meeting but so that the quorum thereof shall be not less
      than two persons holding or representing by proxy one-third in nominal
      value of the issued shares of the class, and that any holder of shares
      of that class present in person or by proxy may demand a poll.

57.   The provisions of the foregoing Article shall apply to the variation or
      abrogation of the special rights attached to some only of the shares of
      any class as if each group of shares of the class differently treated
      formed a separate class the rights whereof are to be varied.

58.   The special rights conferred upon the holders of shares or any class of
      shares shall not, unless otherwise expressly provided in the rights
      attaching to or the terms of issue of such shares, be deemed to be
      altered by the creation or issue of further shares ranking pari passu
      therewith.

                               GENERAL MEETINGS

59.   The Company shall in each year hold a general meeting as its annual
      general meeting in addition to any other meetings in that year. The
      annual general meeting shall be held at such time (within a period of
      not more than fifteen months, or such longer period as the Registrar of
      Companies may authorise in writing, after the holding of the last
      preceding annual general meeting) and place as may be determined by the
      Directors. All other general meetings shall be called extraordinary
      general meetings.


                                Exhibit 1.1-12
<PAGE>


60.   The Directors may wherever they think fit, and shall on requisition in
      accordance with the Ordinance, proceed to convene an extraordinary
      general meeting.

                          NOTICE OF GENERAL MEETINGS

61.   Subject to section 116C of the Ordinance, an annual general meeting and
      a meeting called for the passing of a special resolution shall be called
      by not less than twenty-one days' notice in writing, and any other
      general meeting shall be called by not less than fourteen days' notice
      in writing. The notice shall specify the place, date and time of
      meeting, and, in the case of special business, the general nature of
      that business. The notice convening an annual general meeting shall
      specify the meeting as such, and the notice convening a meeting to pass
      a special resolution shall specify the intention to propose the
      resolution as a special resolution. There shall appear on every such
      notice with reasonable prominence a statement that a member entitled to
      attend and vote is entitled to appoint one or more proxies to attend and
      vote instead of him and that a proxy need not be a member of the
      Company.

62.   Notwithstanding that a meeting of the Company is called by shorter
      notice than that specified in these Articles or required by the
      Ordinance, it shall be deemed to have been duly called if it is so
      agreed:

      (a)   in the case of a meeting called as the annual general meeting, by
            all the members entitled to attend and vote thereat; and

      (b)   in the case of any other meeting, by a majority in number of the
            members having the right to attend and vote at the meeting, being
            a majority together holding not less than 95 per cent. in nominal
            value of the shares giving that right.

63.   The accidental omission to give notice of a meeting or (in cases where
      instruments of proxy are sent out with the notice) the accidental
      omission to send such instrument of proxy to, or the non-receipt of
      notice of a meeting or such instrument of proxy by, any person entitled
      to receive such notice shall not invalidate the proceedings at that
      meeting.

                        PROCEEDINGS AT GENERAL MEETINGS

64.   All business shall be deemed special that is transacted at an
      extraordinary general meeting and at an annual general meeting with the
      exception of:

      (a)   the receipt of the accounts and balance sheet and the reports of
            the Directors and other documents required to be annexed to the
            accounts;

      (b)   the declaration and sanction of dividends;

      (c)   the election of Directors in place of those retiring (if any);

      (d)   the election or re-election of the Auditors of the Company; and

      (e)   the fixing of, or the determination of the method of fixing, the
            remuneration or extra remuneration of the Directors and of the
            Auditors of the Company.

65.   No business save the election of a Chairman of the meeting shall be
      transacted at any general meeting unless a quorum is present when the
      meeting proceeds to business. Two members present in person or by proxy
      and entitled to vote shall be a quorum for all purposes.


                                Exhibit 1.1-13
<PAGE>


66.   If, within thirty minutes from the time appointed for the meeting a
      quorum be not present, the meeting, if convened upon requisition in
      accordance with the Ordinance, shall be dissolved; but in any other case
      it shall stand adjourned to the same day in the next week at the same
      time and place, or to such other day, time and place as the Chairman of
      the meeting may determine. If at such adjourned meeting a quorum be not
      present within thirty minutes from the time appointed for the meeting,
      the member or members present in person or by proxy shall be a quorum
      and may transact the business for which the meeting is called.

67.   The Chairman (if any) of the Board shall preside as Chairman at every
      general meeting. If there is no such Chairman or if at any meeting the
      Chairman is not present within fifteen minutes after the time appointed
      for holding the meeting, or if the Chairman is not willing to act as
      Chairman at the meeting, the Directors present shall choose one of their
      number to act, or if one Director only is present he shall preside as
      Chairman if willing to act. If no Director is present, or if each of the
      Directors present declines to act as Chairman, the persons present and
      entitled to vote shall elect one of their number to be Chairman of the
      meeting.

68.   The Chairman of any general meeting at which a quorum is present may,
      with the consent of the meeting, and shall, if so directed by the
      meeting, adjourn the meeting from time to time and from place to place
      or sine die; but no business shall be transacted at any adjourned
      meeting other than business which might have been transacted at the
      meeting from which the adjournment took place unless due notice thereof
      is given or such notice is waived in the manner prescribed by these
      Articles. When a meeting is adjourned for thirty days or more, or sine
      die, 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 adjourned meeting or the business to be transacted
      thereat. Where a meeting is adjourned sine die the time and place for
      the adjourned meeting shall be fixed by the Directors.

                                    VOTING

69.   (a)   At any general meeting a resolution put to the vote of the meeting
            shall be decided on a show of hands unless (before or on the
            declaration of the result of the show of hands or on the
            withdrawal of any other demand for a poll) a poll is demanded by:

            (i)   the Chairman of the meeting; or

            (ii)  at least three members present in person (or in the case of
                  a member being a corporation, by its duly authorised
                  representative) or by proxy and entitled to vote at the
                  meeting; or

            (iii) any member or members present in person (or in the case of a
                  member being a corporation, by its duly authorised
                  representative) or by proxy and representing in the
                  aggregate not less than one-tenth of the total voting rights
                  of all members having the right to attend and vote at the
                  meeting; or

            (iv)  any member or members present in person (or in the case of a
                  member being a corporation, by its duly authorised
                  representative) or by proxy and holding shares conferring a
                  right to attend and vote at the meeting on which there have
                  been paid up sums in the aggregate equal to not less than
                  one-tenth of the total sum paid up on all shares conferring
                  that right.

      (b)   Unless a poll is so demanded and the demand is not withdrawn, a
            declaration by the Chairman that a resolution has, on a show of
            hands, been carried unanimously or by a particular majority or
            lost shall be final and conclusive, and an entry to that effect


                                Exhibit 1.1-14
<PAGE>


            in the minute book of the Company shall be conclusive evidence of
            the fact without proof of the number or proportion of the votes
            recorded for or against such resolution.

70.   A demand for a poll may be withdrawn only with the approval of the
      Chairman of the meeting, at any time before the close of the meeting or
      the taking of the poll, whichever is earlier. If a poll be directed or
      demanded in the manner (including the use of ballot or voting papers or
      tickets) above mentioned it shall (subject to the provisions of Article
      72 hereof) be taken at such time (being not later than thirty days after
      the date of the demand) and in such manner as the Chairman of the
      meeting may appoint. No notice need be given of a poll not taken
      immediately. The result of such poll shall be deemed for all purposes to
      be the resolution of the meeting at which the poll was so directed or
      demanded.

71.   In the case of an equality of votes at any general meeting, whether upon
      a show of hands or on a poll, the Chairman of the meeting shall be
      entitled to a second or casting vote.

72.   A poll demanded upon the election of a Chairman or upon a question of
      adjournment shall be taken forthwith. Any business, other than that upon
      which a poll has been demanded, may be proceeded with pending the taking
      of the poll.

73.   (a)   Save as expressly provided in these Articles, no person other than
            a member duly registered and who shall have paid everything for
            the time being due from him payable to the Company in respect of
            his shares shall be entitled to be present or to vote (save as
            proxy for another member) either personally or by proxy, or to be
            reckoned in a quorum at any general meeting.

      (b)   No objection shall be made to the validity of any vote except at a
            meeting at which such vote shall be tendered and every vote
            whether given personally or by proxy not disallowed at such
            meeting shall be deemed valid for all purposes whatsoever of such
            meeting or poll.

      (c)   In case of any dispute as to voting the Chairman shall determine
            the same, and such determination shall be final and conclusive.

74.   Subject to the provisions of the Ordinance, a resolution in writing
      signed by all the members for the time being entitled to receive notice
      of and to attend and vote at general meetings shall be as valid and
      effective as if the same had been passed at a general meeting of the
      Company duly convened and held. A written notice of confirmation of such
      resolution in writing signed by or on behalf of a member shall be deemed
      to be his signature to such resolution in writing for the purposes of
      this Article. Such resolution in writing may consist of several
      documents each signed by or on behalf of one or more members.

                               VOTES OF MEMBERS

75.   Subject to Article 85 and to any special rights, privileges or
      restrictions as to voting for the time being attached to any class or
      classes of shares, every member who (being an individual) is present in
      person or (being a corporation) is present by a representative duly
      authorised under section 115 of the Ordinance at any general meeting
      shall be entitled, on a show of hands, to one vote only and, on a poll,
      to one vote for every fully paid-up share of which he is the holder.

76.   Any person entitled under Article 45 to be registered as the holder of
      any shares may vote at any general meeting in respect thereof in the
      same manner as if he were the registered holder of such shares, provided
      that at least 48 hours before the time of the holding of the meeting or
      adjourned meeting (as the case may be) at which he proposes to vote, he
      shall satisfy the


                                Exhibit 1.1-15
<PAGE>


      Board of his right to be registered as the holder of such shares or the
      Board shall have previously admitted his right to vote at such meeting
      in respect thereof.

77.   On a poll, votes may be given either personally or by proxy and a member
      entitled to more than one vote need not use all his votes or cast all
      the votes he uses in the same way.

78.   A member of unsound mind, or in respect of whom an order has been made
      by any court having jurisdiction in lunacy, may vote, whether on a show
      of hands or on a poll, by his committee, curator bonis or other person
      in the nature of a committee or curator bonis appointed by that court,
      and such committee, curator bonis or other person may on a poll, vote by
      proxy. If any member be a minor he may vote by his guardian or one of
      his guardians who may give their votes personally or by proxy. Where a
      member is, under the Listing Rules, required to abstain from voting on
      any particular resolution or restricted to voting only for or only
      against any particular resolution, any votes cast by or on behalf of
      such member in contravention of such requirement or restriction shall
      not be counted.

                                    PROXIES

79.   (a)   A proxy need not be a member of the Company.

      (b)   An instrument appointing a proxy shall be in writing in any usual
            or common form or in any other form which the Directors may
            accept, and shall be deemed, subject to the proviso hereinafter
            contained, to confer authority upon the proxy to vote on any
            resolution (or amendment thereto) put to the meeting for which it
            is given as the proxy thinks fit.

            Provided that any form issued to a member for use by him for
            appointing a proxy to attend and vote at an extraordinary general
            meeting or at an annual general meeting at which special business
            (determined as provided in Article 64) is to be transacted shall
            be such as to enable the member according to his intention to
            instruct the proxy to vote in favour of or against (or, in default
            of instructions, to exercise his discretion in respect of) each
            resolution dealing with any such special business and shall,
            unless the contrary is stated therein, be valid as well for any
            adjournment of the meeting as for the meeting to which it relates.

80.   The instrument appointing a proxy shall be signed by the appointor, or
      his duly authorised attorney, of if such appointor be a corporation,
      under its common seal or signed by some officer, attorney or other
      person duly authorised in that behalf.

81.   The instrument appointing a proxy and the power of attorney or other
      authority (if any) under which it is signed, or a notarially certified
      copy of such power or authority, shall be deposited at the Office at
      least forty-eight hours before the time fixed for holding the meeting at
      which the person named in such instrument proposes to attend and vote
      or, in the case of a poll, at least thirty-six hours before the time
      appointed for the taking of the poll; otherwise the person so named
      shall not be entitled to vote at that meeting (or as the case may be)
      except with the approval of the Chairman of the meeting. No instrument
      appointing a proxy shall be valid after the expiration of twelve months
      from the date of its execution, except at an adjourned meeting or on a
      poll demanded at a meeting or an adjourned meeting in cases where the
      meeting was originally held within twelve months from such date.
      Delivery of an instrument appointing a proxy shall not preclude a member
      from attending and voting in person at the meeting or poll concerned
      and, in such event, the instrument appointing a proxy shall be deemed to
      be revoked.


                                Exhibit 1.1-16
<PAGE>


82.   Any member may by power of attorney appoint any person to be his
      attorney for the purpose of attending and voting at any meeting, and
      such power may be a special power limited to any particular meeting or a
      general power extending to all meetings at which such member is entitled
      to vote. Every such power shall be deposited at the Office at least
      thirty-six hours before the time fixed for holding the meeting at which
      such attorney proposes to attend and vote or, in the case of a poll, at
      least twenty-four hours before the time appointed for the taking of the
      poll; otherwise the attorney shall not be entitled to vote at that
      meeting (or as the case may be) except with the approval of the Chairman
      of the meeting.

83.   (a)   An instrument of proxy may be revoked by forwarding to the Office
            written notification of such revocation signed by or on behalf of
            the person who issued or authorised the issue of the instrument of
            proxy.

      (b)   A vote given in accordance with the terms of an instrument of
            proxy or power of attorney or by the duly authorised
            representative of a corporation shall be valid notwithstanding the
            previous death or insanity of the principal, or revocation of the
            proxy or power of attorney or other authority, or transfer of the
            shares in respect of which the proxy is given, provided no
            intimation in writing of the death, insanity, revocation or
            transfer shall have been received at the Office at least
            twenty-four hours before the time fixed for holding the meeting,
            or adjourned meeting, or the taking of the poll, at which the
            instrument of proxy is used.

84.   Any corporation which is a member of the Company may, by resolution of
      its directors or other governing body or by power of attorney, authorise
      such persons at it thinks fit to act as its representative at any
      meeting of the Company or of any class of members of the Company, and
      the person so 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 member of the Company.
      References in these Articles to a member present in person at a meeting
      shall, unless the context otherwise requires, include a corporation
      which is a member represented at the meeting by such duly authorised
      representative.

85.   Without prejudice to the generality of Article 84 if a Clearing House
      (or its nominee) is a member of the Company, it (or, as the case may be,
      its nominee) may authorise such person or persons as it thinks fit to
      act as its proxy and proxies or representative or representatives at any
      meeting of the Company or at any meeting of any class of members of the
      Company provided that, if more than one person is so authorised, the
      proxy form or authorisation shall specify the number and class of shares
      in respect of which each such person is so authorised. A person so
      authorised under the provisions of 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 of the Company and, on a
      show of hands, each such person shall be entitled to a separate vote.

                                   DIRECTORS

86.   Unless and until otherwise determined by an ordinary resolution of the
      Company, the Directors shall be not fewer than two in number, and there
      shall be no maximum number of Directors.

87.   The Company shall keep in accordance with the Ordinance a register
      containing the names and addresses and occupations of its Directors and
      shall from time to time notify to the Registrar of Companies any change
      that takes place in such Directors as required by the Ordinance.


                                Exhibit 1.1-17
<PAGE>


88.   A Director need not hold any shares in the Company. If invited by the
      Company, a Director who is not a member of the Company shall
      nevertheless be entitled to attend and speak at general meetings.

                            DIRECTORS' REMUNERATION

89.   (a)   Without prejudice to the provisions of Article 90, the Directors
            shall be entitled to receive by way of remuneration for their
            services such sum as shall from time to time be determined by the
            Company in general meeting, such sum (unless otherwise directed by
            the resolution by which it is voted) is to be divided amongst the
            Directors in such proportions and in such manner as the Board may
            determine, or failing agreement, equally, except that in such
            event any Director holding office for less than the whole of the
            relevant period in respect of which the remuneration is paid shall
            only rank in such division in proportion to the time during such
            period for which he has held office. The foregoing provisions
            shall not apply to a Director who holds any salaried employment or
            office in the Company except in the case of sums paid in respect
            of directors' fees.

      (b)   The Directors shall also be entitled to be repaid their reasonable
            travelling, hotel and other expenses incurred by them in or about
            the performance of their duties as Directors, including their
            expenses of travelling to and from board meetings, committee
            meetings or general meetings or otherwise incurred whilst engaged
            on the business of the Company or on the discharge of their duties
            as directors.

90.   The Directors may award special remuneration out of the funds of the
      Company (by way of salary, commission or otherwise as the Directors may
      determine) to any Director who performs services which in the opinion of
      the Directors are outside the scope of the ordinary duties of a
      Director.

                              POWERS OF DIRECTORS

91.   The Directors may establish any local boards or agencies for managing
      any of the affairs of the Company, either in Hong Kong or elsewhere, and
      may appoint any persons to be members of such local boards, or any
      managers or agents for the Company, and may fix their remuneration, and
      may delegate (with or without power to sub-delegate as the Directors
      shall determine) to any local board, manager or agent any of the powers,
      authorities and discretions vested in the Directors, and may authorise
      the members of any local boards, or any of them, to fill any vacancies
      therein, and to act notwithstanding vacancies, and such appointment or
      delegation may be made upon such terms and subject to such conditions as
      the Directors may think fit, and the Directors may remove any person so
      appointed and may annul or vary any such delegation, but no person
      dealing in good faith and without notice of any such annulment or
      variation shall be affected thereby.

92.   The Directors may from time to time and at any time by power of attorney
      or other instrument appoint any company, firm or person or any
      fluctuating body of persons, whether nominated directly or indirectly by
      the Board, to be the attorney or attorneys of the Company for such
      purposes and with such powers, authorities and discretions (not
      exceeding those vested in or exercisable by the Directors under these
      Articles) and for such period and subject to such conditions as they may
      think fit, and any such power of attorney or other instrument may
      contain such provisions for the protection and convenience of persons
      dealing with any such attorney as the Directors may think fit, and may
      also authorise any such attorney to sub-delegate all or any of the
      powers, authorities and discretions vested in him. The Company may, by
      writing under its seal, empower any person, either generally or in
      respect of any specified matter, as its attorney to execute deeds and
      instruments on its


                                Exhibit 1.1-18
<PAGE>


      behalf and to enter into contracts and sign the same on its behalf and
      every deed signed by such attorney on behalf of the Company and under
      his seal shall bind the Company and have the same effect as if it were
      under the seal of the Company.

93.   Subject to and to the extent permitted by the Ordinance, the Company or
      the Directors on behalf of the Company, may cause to be kept in any
      territory a Branch Register of members resident in such territory, and
      the Directors may make and vary such regulations as they may think fit
      respecting the keeping of any such Branch Register.

94.   All cheques, promissory notes, drafts, bills of exchange, and other
      negotiable or transferable instruments, and all receipts for moneys paid
      to the Company, shall be signed, drawn, accepted, endorsed, or otherwise
      executed, as the case may be, in such manner as the Directors shall from
      time to time by resolution determine. The Company's bank accounts shall
      be kept with such banker or bankers as the Board shall from time to time
      determine.

95.   (a)   The Directors may exercise all the powers of the Company to borrow
            money and to mortgage or charge all or any part of the
            undertaking, property and assets (present and future) and uncalled
            capital of the Company and to issue debentures, debenture stocks,
            bonds and other securities, whether outright or as collateral
            security for any debt, liability or obligation of the Company or
            of any third party. Debentures, debenture stocks, bonds and other
            securities of the Company may be made assignable free from any
            equities between the Company and the person to which the same may
            be issued, and may be issued at a discount, premium or otherwise
            and with any special privileges as to redemption, surrender,
            drawings, allotment of shares, attending and voting at general
            meetings of the Company, appointment of Directors and otherwise.

      (b)   The Directors shall cause a proper register to be kept, in
            accordance with the provisions of the Ordinance, of all mortgages
            and charges affecting the property of the Company and shall duly
            comply with the requirements of the Ordinance in regard to the
            registration of mortgages and charges therein specified and
            otherwise. Where any uncalled capital of the Company is charged,
            all persons taking any subsequent charge thereon shall take the
            same subject to such prior charge, and shall not be entitled, by
            notice to the members or otherwise, to obtain priority over such
            prior charge.

96.   The Board may establish and maintain or procure the establishment and
      maintenance of any contributory or non-contributory pension or
      superannuation funds for the benefit of, or give or procure the giving
      of donations, gratuities, pensions, allowances or emoluments to, any
      persons who are or were at any time in the employment or service of the
      Company, or of any company which is a subsidiary of the Company, or is
      allied or associated with the Company or with any such subsidiary
      company, or who are or were at any time directors or officers of the
      Company or of any such other company as aforesaid, and holding or who
      have held any salaried employment or office in the Company or such other
      company, and the wives, widows, families and dependants of any such
      persons. The Board may also establish and subsidise or subscribe to any
      institutions, associations, clubs or funds calculated to be for the
      benefit of or to advance the interests and well being of the Company or
      of any such other company as aforesaid or of any such persons as
      aforesaid, and may make payments for or towards the insurance of any
      such persons as aforesaid, and subscribe or guarantee money for
      charitable or benevolent objects or for any exhibition or for any
      public, general or useful object. The Board may do any of the matters
      aforesaid, either alone or in conjunction with any such other company as
      aforesaid. Any Director holding any such employment or office


                                Exhibit 1.1-19
<PAGE>


      shall be entitled to participate in and retain for his own benefit any
      such donation, gratuity, pension, allowance or emolument.

                     APPOINTMENT AND REMOVAL OF DIRECTORS

97.   At each annual general meeting one-third of the Directors for the time
      being, or, if their number is not three or a multiple of three, then the
      number nearest one-third, shall retire from office by rotation save any
      Director holding office as Chairman or Chief Executive Officer. The
      Directors to retire in every year shall be those who have been longest
      in office since their last election but as between persons who became
      Directors on the same day shall (unless they otherwise agree between
      themselves) be determined by lot. The retiring Directors shall be
      eligible for re-election. The Company at any general meeting at which
      any Directors retire may fill the vacated offices. No person other than
      a Director retiring at the meeting, shall, unless recommended by the
      Directors for election, be eligible for election as a Director at any
      general meeting unless there shall have been lodged at the Office or at
      the head office of the Company within the period referred to in the next
      succeeding sentence a notice signed by a member (other than the person
      to be proposed) duly qualified to attend and vote at the meeting for
      which such notice is given of his intention to propose such person for
      election and also a notice signed by the person to be proposed of his
      willingness to be elected. The period for lodgement of such notices
      shall commence on (and include) the day after the despatch of the notice
      of meeting appointed for such election and end on (and exclude) the date
      that is seven (7) days before the date appointed for the meeting.

98.   If at any general meeting at which an election of Directors ought to
      take place the places of the retiring Directors are not filled, the
      retiring Directors or such of them as have not had their places filled
      shall be deemed to have been re-elected and shall, if willing, continue
      in office until the next annual general meeting and so on from year to
      year until their places are filled, unless:

      (a)   it shall be determined at such meeting to reduce the number of
            Directors;

      (b)   it is expressly resolved at such meeting not to fill such vacated
            offices;

      (c)   in any such case the resolution for re-election of a Director is
            put to the meeting and lost; or

      (d)   such Director has given notice in writing to the Company that he
            is not willing to be re-elected.

99.   The Company may, from time to time, by ordinary resolution elect any
      person to be a Director either to fill a casual vacancy or as an
      addition to the Board.

100.  The Company may by ordinary resolution remove any Director
      notwithstanding anything in these Articles or in any agreement between
      him and the Company (but without prejudice to any right to damages for
      termination of such agreement not in accordance with the terms thereof),
      and may, if thought fit, by ordinary resolution appoint another person
      in his stead. Special notice is required of a resolution to remove a
      Director, or to appoint somebody in place of a Director so removed at
      the meeting at which he is removed, in accordance with the Ordinance.
      Any person so elected shall hold office for such time only as the
      Director in whose place he is elected would have held the office if he
      had not been removed.

101.  The Directors shall have power, exercisable at any time and from time to
      time, to appoint any other person as a Director, either to fill a casual
      vacancy or as an addition to the Board but so that the number of
      Directors so appointed shall not exceed the maximum number determined


                                Exhibit 1.1-20
<PAGE>


      from time to time (if any) by the shareholders in general meeting and
      any directors so appointed shall hold office only until the next
      following annual general meeting of the Company and shall then be
      eligible for re-election, but shall not be taken into account in
      determining the Directors or the number of Directors who are to retire
      by rotation at each annual general meeting.

102.  The continuing Directors may act notwithstanding any vacancy in their
      body, but if and so long as the number of Directors 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 of Directors to that number, or of summoning a
      general meeting of the Company, but for no other purpose. If there shall
      be no Directors able or willing to act, then any two members may summon
      a general meeting for the purpose of appointing Directors.

103.  No person other than a retiring Director shall, unless recommended by
      the Board for re-election, be eligible for election to the office of
      Director at any annual general meeting unless notice in writing of the
      intention to propose that person for election as a Director and notice
      in writing by that person of his consent to be elected shall have been
      lodged at the Office or head office of the Company. The period for
      lodgement of such notices shall commence on (and include) the day after
      the despatch of the notice of meeting appointed for such election and
      end on (and exclude) the date that is seven (7) days before the date
      appointed for the meeting.

                              ALTERNATE DIRECTORS

104.  Each Director may by written notification to the Company nominate any
      other person to act as alternate Director in his place for a specified
      period and at his discretion in similar manner remove such alternate
      Director. If such person is not another Director, such appointment,
      unless previously approved by the Board, shall have effect only upon and
      subject to being so approved. The alternate Director shall (except as
      regards the power to appoint an alternate) be subject in all respects to
      the terms and conditions existing with reference to the other Directors
      of the Company; and each alternate Director, whilst acting as such,
      shall exercise and discharge all the functions, powers and duties of the
      Director he represents, but shall look to such Director solely for his
      remuneration as alternate Director. Every person acting as an alternate
      Director shall (except when absent from Hong Kong) be entitled to
      receive notices of meetings of the Board and shall have one vote for
      each Director for whom he acts as alternate at any such meeting at which
      the Director appointing him is not personally present (in addition to
      his own vote if he is also a Director). The signature of an alternate
      Director to any resolution in writing of the Board or a committee of the
      Board shall, unless the notice of his appointment provides to the
      contrary, be as effective as the signature of his appointor. Any person
      appointed as an alternate Director shall vacate his office as such
      alternate Director if and when the Director by whom he has been
      appointed removes him or vacates office as Director. An alternate
      Director shall be responsible and liable for his own acts, omissions and
      defaults. An alternate Director shall not be deemed to be an agent of
      the Director who appoints him. The Director who appoints the alternate
      Director shall not be vicariously liable for any acts or omissions,
      including but not limited to any tort, committed by or of the alternate
      Director while acting in the capacity of alternate Director. To such
      extent as the Board may from time to time determine in relation to any
      committee of the Board, the foregoing provisions of this paragraph shall
      also apply mutatis mutandis to any meeting of any committee of which his
      appointor is a member. An alternate Director shall not, save as
      aforesaid, have power to act as a Director nor shall he be deemed to be
      a Director for the purposes of these Articles.


                                Exhibit 1.1-21
<PAGE>


                         DISQUALIFICATION OF DIRECTORS

105.  The office of a Director shall ipso facto be vacated:

      (a)   if he becomes prohibited by law or court order from being a
            Director;

      (b)   if a receiving order is made against him or he makes any
            arrangement or composition with his creditors;

      (c)   if he becomes of unsound mind;

      (d)   if he absents himself from the meetings of the Board during a
            continuous period of six months, without special leave of absence
            from the Board, and his alternate Director (if any) shall not
            during such period have attended in his stead, and the Board
            passes a resolution that he has by reason of such absence vacated
            his office;

      (e)   if he shall be removed from office by notice in writing served
            upon him signed by all his co-directors;

      (f)   if he resigns his office;

      (g)   if he is removed by a special resolution of the Company; or

      (h)   if he is convicted of an indictable offence.

                             DIRECTORS' INTERESTS

106.  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 in accordance with the provisions of the
      Ordinance. A general notice given to the Directors by a Director to the
      effect that he is a member or a director of a specified company or firm,
      and is to be regarded as interested in any contract, arrangement or
      dealing which may, after the date of the notice, be entered into or made
      with that company or firm, shall, for the purpose of this Article, be
      deemed to be a sufficient disclosure of interest in relation to any
      contract, arrangement or dealing so entered into or made. Without
      prejudice to the generality of the foregoing, a Director shall give
      notice to the Company of such matters relating to himself as may be
      necessary for the purposes of sections 155B, 158, 161 and 161B of the
      Ordinance.

107.  A Director may hold any other office or place of profit under the
      Company (other than the office of Auditor), and he or any firm of which
      he is a member may act in a professional capacity for the Company 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 such extra remuneration shall be in addition to any remuneration
      provided for by or pursuant to any other Article. No Director or
      intended Director shall be disqualified by his office from contracting
      with the Company, nor shall any contract or arrangement entered into by
      or on behalf of the Company with any Director or any firm or 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, remuneration or other benefits
      realised by any such contract or arrangement by reason only of such
      Director holding that office or of any fiduciary relationship thereby
      established, provided that such Director shall disclose the nature of
      his interest in any contract or arrangement in which he is interested at
      the meeting of the Board at which the question of entering into the
      contract or arrangement is


                                Exhibit 1.1-22
<PAGE>


      first taken into consideration, if he knows his interest then exists, or
      in any other case at the first meeting of the Board after he knows that
      he is or has become so interested.

108.  A Director shall not vote (nor shall he be counted in the quorum) on any
      resolution of the Board in respect of any contract or arrangement or
      proposal in which he is or any of his associates are materially
      interested, and if he shall do so his vote shall not be counted (nor
      shall he be counted in the quorum for that resolution), but this
      prohibition shall not apply to any of the following matters, namely:

      (a)   any contract or arrangement for the giving by the Company of any
            security or indemnity to the Director or his associate(s) in
            respect of money lent or obligations incurred or undertaken by him
            or any of them at the request of or for the benefit of the Company
            or any of its subsidiaries;

      (b)   any contract or arrangement for the giving by the Company of any
            security or indemnity to a third party in respect of a debt or
            obligation of the Company or any of its subsidiaries for which the
            Director or his associate(s) has himself/themselves assumed
            responsibility, or guaranteed or secured in whole or in part
            whether alone or jointly;

      (c)   any contract or arrangement concerning an offer of the shares or
            debentures or other securities of or by the Company or any other
            company which the Company may promote or be interested in for
            subscription or purchase where the Director or his associate(s)
            is/are or is/are to be interested as a participant in the
            underwriting or sub-underwriting of the offer;

      (d)   any contract or arrangement in which the Director or his
            associate(s) is/are interested in the same manner as other holders
            of shares or debentures or other securities of the Company by
            virtue only of his/their interest in shares or debentures or other
            securities of the Company;

      (e)   any contract or arrangement concerning any other company in which
            the Director or his associate(s) is/are interested whether
            directly or indirectly as an officer or executive or a shareholder
            or in which the Director or his associate(s) is/are beneficially
            interested in shares of that company other than a company in which
            the Director and any of his associates are in aggregate
            beneficially interested 5% or more of the issued shares of any
            class of the equity share capital of such company (or of any third
            company through which his interest or that of his associates is
            derived) or of the voting rights (excluding for the purpose of
            calculating such five per cent. interest any indirect interest of
            such Director or his associates by virtue of an interest of the
            Company in such company);

      (f)   any proposal or arrangement for the benefit of employees of the
            Company or its subsidiaries including the adoption, modification
            or operation of a pension fund or retirement, death or disability
            benefit scheme which relates both to Directors, his associate(s)
            and employees of the Company or of any of its subsidiaries and
            does not give in respect of any Director, or his associate(s), as
            such any privilege or advantage not generally accorded to the
            class of persons to whom such scheme or fund relates;

      (g)   any proposal or arrangement concerning the adoption, modification
            or operation of any employees' share scheme involving the issue or
            grant of options over shares or other securities by the Company
            to, or for the benefit of, the employees of the Company or its
            subsidiaries under which the Director or his associate(s) may
            benefit.


                                Exhibit 1.1-23
<PAGE>


      A company shall be deemed to be a company in which a Director and/or his
      associate(s) owns 5% or more if and so long as (but only if and so long
      as) he and/or his associate(s) (either directly or indirectly) is/are
      the holders of or beneficially interested in 5% or more of any class of
      the equity share capital of such company or of the voting rights
      available to members of such company (or any third company through which
      his/their interest or that of any of his associates is derived) or of
      the voting rights of any class of shares available to shareholders of
      the Company. For the purpose of this paragraph there shall be
      disregarded any shares held by a Director or his associate(s) as bare or
      custodian trustee and in which he or any of them has no beneficial
      interest, any shares comprised in a trust in which the interest of the
      Director or his associate(s) is/are in reversion or remainder if and so
      long as some other person is entitled to receive the income thereof, and
      any shares comprised in an authorised unit trust scheme in which the
      Director or his associate(s) is interested only as a unit holder and any
      shares which carry no voting right at general meetings and restrict
      dividend and return of capital rights.

      Where a company in which a Director and/or his associate(s) holds 5% or
      more of any class of the equity share capital of such company or of the
      voting rights of any class of shares available to shareholders of the
      Company is/are materially interested in a transaction, then that
      Director shall also be deemed materially interested in such transaction.

      If any question shall arise at any meeting of the Board as to the
      materiality of the interest of a Director (other than the Chairman of
      the meeting) or as to the entitlement of any Director (other than such
      Chairman) to vote or be counted in the quorum and such question is not
      resolved by his voluntarily agreeing to abstain from voting or not to be
      counted in the quorum, such question shall be referred to the Chairman
      of the meeting and his ruling in relation to such other Director shall
      be final and conclusive except in a case where the nature or extent of
      the interest of the Director as known to such Director has not been
      fairly disclosed to the Board. If any question as aforesaid shall arise
      in respect of the Chairman of the meeting such question shall be decided
      by a resolution of the Board (for which purpose such Chairman shall not
      be counted in the quorum and shall not vote thereon) and such resolution
      shall be final and conclusive except in a case where the nature or
      extent of the interest of such Chairman as known to such Chairman has
      not been fairly disclosed to the Board.

109.  A Director may continue to be or become a director, managing director,
      joint managing director, deputy managing director, executive director,
      chief executive officer or manager or other officer or member of any
      other company in which the Company is interested, and (unless otherwise
      agreed) shall not be liable to account to the Company for any
      remuneration or other benefits received by him as a director, managing
      director, joint managing director, deputy managing director, executive
      director, chief executive officer, manager or other officer or member of
      any such other company. The Board may exercise the voting powers
      conferred by the shares in any other company held or owned by the
      Company or exercisable by it as directors of such other company in such
      manner as in all respects as the Board thinks fit (including the
      exercise thereof in favour of any resolution appointing themselves or
      any of them directors, chief executive officers, managing directors,
      joint managing directors, deputy managing directors, executive
      directors, managers or other officers of such company) and any director
      may vote in favour of the exercise of such voting rights in manner
      aforesaid notwithstanding that he may be, or be about to be, appointed a
      director, managing director, joint managing director, deputy managing
      director, executive director, chief executive officer, manager or other
      officer of such a company, and that as such he is or may become
      interested in the exercise of such voting rights in manner aforesaid. A
      Director of the Company may be or become a director of any company
      promoted by the Company or in which it may be interested as a vendor,
      shareholder or otherwise and no such Director will be accountable for


                                Exhibit 1.1-24
<PAGE>


      any benefits received as a director or member of such company. A
      Director of the Company or his firm may not act as auditor of the
      Company.

                CHIEF EXECUTIVE OFFICERS AND OTHER APPOINTMENTS

110.  The Directors may, from time to time, appoint one or more of their
      number to be Chief Executive Officer or Chief Operating Officer of the
      Company, or to hold such office in the management, administration or
      conduct of the business of the Company as they may decide, and for such
      period and upon such terms and for such remuneration as the Directors
      shall think fit, and the Directors may also, from time to time (subject
      to the provisions of any agreement between him or them and the Company)
      remove him or them from office, and appoint another or others in his or
      their place or places.

111.  A Chief Executive Officer or a Chief Operating Officer (subject to the
      provisions of any agreement between him and the Company) shall be
      subject to the same provisions as to resignation and removal as the
      other Directors of the Company, and shall ipso facto and immediately
      cease to be Chief Executive Officer or Chief Operating Officer if he
      shall cease to hold the office of Director.

112.  The Directors may, from time to time, entrust to and confer upon any
      Chief Executive Officer, Chief Operating Officer or Director, holding
      any other office in the management, administration or conduct of the
      business of the Company, such of the powers exercisable under these
      Articles by the Directors as they may think fit, and may confer such
      powers for such time, and to be exercised for such objects and purposes,
      and upon such terms and conditions and with such restrictions as they
      may consider expedient, and may from time to time revoke, withdraw,
      alter or vary all or any of such powers.

                           PROCEEDINGS OF DIRECTORS

113.  The Directors may meet together for the despatch of business, adjourn
      and otherwise regulate their meetings as they think fit, and determine
      the quorum necessary for the transaction of business. Until otherwise
      determined by the Board, two Directors shall constitute a quorum. For
      the purpose of this Article an alternate Director shall be counted in a
      quorum but, notwithstanding that an alternate Director is also a
      Director or is an alternate for more than one Director, he shall for
      quorum purposes count as only one Director. Matters arising at any
      meeting shall be decided by a majority of votes. In case of an equality
      of votes the Chairman of the meeting shall have a second or casting
      vote. A Director or the Secretary may, at any time, summon a meeting of
      the Directors. A meeting of the Board or any committee of the Board may
      be held by means of such telephone, electronic or other communication
      facilities as permit all persons participating in the meeting to
      communicate with each other simultaneously and instantaneously, and
      participation in such a meeting shall constitute presence in person at
      such meeting.

114.  Notice of a meeting of Directors shall be deemed to be duly given to a
      Director if it is given to him personally, in writing or by word of
      mouth, or sent to him at his last known address or any other address
      given by him to the Company for this purpose. A Director may waive
      notice of any meeting and any such waiver may be retrospective.

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


                                Exhibit 1.1-25
<PAGE>


116.  A resolution in writing signed by all the Directors except such as are
      temporarily unable to act through ill health or disability (or their
      alternate Directors) shall (so long as they constitute a quorum) be as
      effective for all purposes as a resolution of the Directors passed at a
      meeting duly convened, held and constituted. A written notification of
      confirmation of such resolution in writing signed by a Director shall be
      deemed to be his signature to such resolution in writing for the
      purposes of this Article. Such resolution in writing may consist of
      several documents, each signed by one or more Directors or alternate
      Directors and for this purpose, a facsimile signature of a Director or
      an alternate Director shall be treated as valid.

117.  A meeting of the Directors at which a quorum is present shall be
      competent to exercise all the powers, authorities and discretions for
      the time being vested in or exercisable by the Board generally.

118.  The Directors may, from time to time, appoint committees consisting of
      such one or more persons as they think fit, and may delegate any of
      their powers to any such committee and, from time to time, revoke any
      such delegation and discharge any such committee wholly or in part. Any
      committee so appointed shall, in the exercise of the powers so
      delegated, conform to any regulations that may, from time to time, be
      imposed upon it by the Directors. All acts done by any such committee in
      conformity with such regulations and in fulfilment of the purposes for
      which it is appointed, but not otherwise, shall have the like force and
      effect as if done by the Board, and the Board shall have power, with the
      consent of the Company in general meeting, to remunerate the members of
      any special committee, and charge such remuneration to the current
      expenses of the Company.

119.  The meetings and proceedings of any such committee consisting of two or
      more members shall be governed mutatis mutandis by the provisions of
      these Articles regulating the meetings and proceedings of the Directors,
      insofar as the same are not superseded by any regulations made by the
      Directors under the last preceding Article.

120.  All acts done bona fide by any meeting of the Directors or of a
      committee of Directors, or by any persons acting as Directors, shall,
      notwithstanding that there was some defect in the appointment of any
      such Directors or persons acting as aforesaid, or that they or any of
      them were disqualified, or had vacated office, be as valid as if every
      such person had been duly appointed and was qualified and continued to
      be a Director.

                                    MINUTES

121.  The Directors shall cause to be entered and kept in books provided for
      the purpose minutes of the following:

      (a)   all appointments of officers;

      (b)   all the names of the Directors and any alternate Director who is
            not also a Director present at each meeting of the Directors and
            of any committee; and

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

            Any such minutes of any meeting of the Directors, or of any
            committee, or of the Company, if purporting to be signed by the
            Chairman of such meeting, or by the Chairman of the next
            succeeding meeting, shall be receivable as evidence of the
            proceedings of such meeting.


                                Exhibit 1.1-26
<PAGE>


                                   THE SEAL

122.  The Directors shall procure a common seal to be made for the Company,
      and shall provide for the safe custody thereof. The Seal shall not be
      affixed to any instrument except by the authority of the Directors or a
      committee authorised by the Board in that behalf, and every instrument
      to which the Seal shall be affixed shall be signed by one Director or
      some other person nominated by the Directors for the purpose, provided
      that the Board may either generally or in any particular case or cases
      resolve (subject to such restrictions as to the manner in which the Seal
      may be affixed as the Board may determine) that such signature may be
      affixed to certificates for shares or debentures or representing any
      other form of security by some mechanical means other than autographic
      to be specified in such resolution or that such certificates need not be
      signed by any person. Every instrument executed in the manner provided
      by this Article shall be deemed to be sealed and executed with the
      authority of the Directors previously given.

123.  The Company may have an official seal for use for sealing certificates
      for shares or other securities, with the addition of the word
      `Securities' on its face or in such other form as the Board may approve,
      issued by the Company as permitted by section 73A of the Ordinance (and
      no signature of any Director, officer or other person and no mechanical
      reproduction thereof shall be required on any such certificates or other
      document to which such official seal is affixed and such certificates or
      other document shall be valid and deemed to have been sealed and
      executed with the authority of the Board notwithstanding the absence of
      any such signature or mechanical reproduction as aforesaid) and an
      official seal for use abroad under the provisions of the Ordinance where
      and as the Board shall determine, and the Company may by writing under
      the Seal appoint any agents or agent, committees or committee abroad to
      be the duly authorised agents of the Company for the purpose of affixing
      and using such official seal and may impose such restrictions on the use
      thereof as may be thought fit. Wherever in these Articles reference is
      made to the Seal, the reference shall, when and so far as may be
      applicable, be deemed to include any such official seal as aforesaid.

124.  The Company may exercise all the powers of having official seals
      conferred by the Ordinance and such powers shall be vested in the
      Directors.

                                  SECRETARY

125.  The Directors shall appoint such person, persons or entities to be
      Secretary or Joint Secretaries of the Company for such period, at such
      remuneration and upon such conditions as they may think fit, and any
      Secretary or Joint Secretaries so appointed may be removed by them.
      Anything by the Ordinance or these Articles required or authorised to be
      done by or to the Secretary or Joint Secretaries, if the office is
      vacant or there is for any other reason no person capable of acting in
      the capacity as Secretary or Joint Secretaries, may be done by or to any
      assistant or deputy Secretary, or if there is no assistant or deputy
      Secretary capable of acting, by or to any officer of the Company
      authorised generally or specially in that behalf by the Board.

                            DIVIDENDS AND RESERVES

126.  The Company may by ordinary resolution declare dividends but no such
      dividend shall exceed the amount recommended by the Directors.

127.  Unless and to the extent that the rights attached to any shares or the
      terms of issue thereof otherwise provide, all dividends shall (as
      regards any shares not fully paid throughout the period in respect of
      which the dividend is paid) be apportioned and paid pro rata according
      to


                                Exhibit 1.1-27
<PAGE>


      the amounts paid on the shares during any portion or portions of the
      period in respect of which the dividend is paid. For the purposes of
      this Article no amount paid on a share in advance of calls shall be
      treated as paid on the share.

128.  The Directors may retain any dividend or other monies payable on or in
      respect of a share on which the Company has a lien, and may apply the
      same in or towards satisfaction of the debts and liabilities in respect
      of which the lien exists. The Board may deduct from any dividend or
      bonus payable to any member all sums of money (if any) presently payable
      by him to the Company on account of calls, instalments or otherwise.

129.  Any resolution declaring a dividend on shares of any class, whether a
      resolution of the Company in general meeting or a resolution of the
      Directors, may specify that the same shall be payable to the persons
      registered as the holders of such shares at the close of business on a
      particular date, notwithstanding that it may be a date prior to that on
      which the resolution is passed, and thereupon the dividend shall be
      payable to them in accordance with their respective holdings so
      registered, but without prejudice to the rights inter se in respect of
      such dividend of transferors and transferees of any such shares. The
      provisions of this Article shall mutatis mutandis apply to
      capitalisations to be effected in pursuance of these Articles.

130.  Any general meeting sanctioning a dividend may make a call on the
      members of such amount as the meeting fixes, but so that the call on
      each member shall not exceed the dividend payable to him, and so that
      the call shall be made payable at the same time as the dividend, and the
      dividend may, if so arranged between the Company and the member, be set
      off against the call.

131.  (a)   In respect of any dividend which the Board has resolved to pay or
            any dividend declared or sanctioned or proposed to be declared or
            sanctioned by the Board or by the Company in general meeting, the
            Board may determine and announce, prior to or contemporaneously
            with the announcement, declaration or sanction of the dividend in
            question:

            either

            (i)   that members entitled thereto will receive in lieu of such
                  dividend (or such part thereof as the Board may think fit)
                  an allotment of shares credited as fully paid provided that
                  the members are at the same time accorded the right to elect
                  to receive such dividend (or part thereof as the case may
                  be) in cash in lieu of such allotment. In such case, the
                  following provisions shall apply:

                  (A)   the basis of any such allotment shall be determined by
                        the Board;

                  (B)   the Board, after determining the basis of allotment
                        and notwithstanding that the number of shares to be
                        allotted may not be calculated until after notice to
                        the members has been given as required by the
                        provisions of this sub-paragraph and subject to the
                        provisions of sub-paragraph (D) below, shall give
                        notice in writing to the members of the right of
                        election accorded to them and shall send with such
                        notice forms of election and specify the procedure to
                        be followed and the place at which and the latest date
                        and time by which duly completed forms of election
                        must be lodged in order to be effective which shall be
                        not less than two weeks from the date on which the
                        notice above referred to was despatched to the
                        members;


                                Exhibit 1.1-28
<PAGE>


                  (C)   the right of election accorded to members as aforesaid
                        may be exercised in whole or in part;

                  (D)   the Board may resolve:

                        (I)   that the right of election accorded to members
                              as aforesaid may be exercised so as to take
                              effect on all future occasions (if any) when the
                              Board makes a determination pursuant to
                              sub-paragraph (i) of this paragraph (a); and/or

                        (II)  that a member who does not exercise the right of
                              election accorded to him as aforesaid either in
                              whole or in part may notify the Company that he
                              will not exercise the right of election accorded
                              to him in respect of all future occasions (if
                              any) when the Board makes a determination
                              pursuant to sub-paragraph (i) of this paragraph
                              (a) of this Article.

                        Provided that a member may exercise such election or
                        give such notice in respect of all but not, some of
                        the shares held by him and may at any time give seven
                        days notice in writing to the Company of the
                        revocation of such an election or such a notice which
                        revocation shall take effect at the expiry of such
                        seven days, and until such revocation has taken
                        effect, the Board shall not be obligated to give to
                        such member notice of the right of election accorded
                        to him or send to him any form of election;

                  (E)   the dividend (or that part of the dividend in lieu of
                        which an allotment of shares is to be made as
                        aforesaid) shall not be payable in cash on shares in
                        respect whereof the cash election has not been duly
                        exercised (the "Non-Elected Shares") and in lieu
                        thereof shares shall be allotted credited as fully
                        paid to the holders of the Non-Elected Shares on the
                        basis of allotment determined as aforesaid and for
                        such purpose the Board shall capitalise and apply out
                        of the amount standing to the credit of share premium
                        account or out of any part of the undivided profits of
                        the Company (including profits carried and standing to
                        the credit of any reserve or reserves or other special
                        account) as the Board may determine, a sum equal to
                        the aggregate nominal amount of shares to be allotted
                        on such basis and apply the same in paying up in full
                        the appropriate number of unissued shares for
                        allotment and distribution to and amongst the holders
                        of the Non-Elected Shares on such basis;

                  (F)   the Board may resolve that the shares to be allotted
                        shall be allotted at a premium provided that the
                        premium is credited as fully paid up and in such case
                        the Board shall in addition to the amount to be
                        capitalised and applied pursuant to sub-paragraph (E)
                        above, and for the purposes therein set out,
                        capitalise and apply out of the amount standing to the
                        credit of the share premium account or out of any part
                        of the undivided profits of the Company (including
                        profits carried and standing to the credit of any
                        reserve or reserves or other special account) as the
                        Directors may determine, a sum equal to the aggregate
                        amount of the premium on the shares to be allotted and
                        shall apply the same together with the sum to be
                        applied pursuant to


                                Exhibit 1.1-29
<PAGE>


                        sub-paragraph (E) above and on the basis therein set
                        out in paying up in full the appropriate number of
                        unissued shares for allotment and distribution to and
                        amongst the holders of the Non-Elected Shares;

            or

            (ii)  that members entitled to such dividend be entitled to elect
                  to receive an allotment of shares credited as fully paid in
                  lieu of the whole or such part of the dividend as the Board
                  may think fit. In such case, the following provisions shall
                  apply:

                  (A)   the basis of any such allotment shall be determined by
                        the Board;

                  (B)   the Board, after determining the basis of allotment
                        and notwithstanding that the number of shares to be
                        allotted may not be calculated until after notice to
                        the members has been given as required by the
                        provisions of this sub-paragraph and subject to the
                        provisions of sub-paragraph (D) below, shall give
                        notice in writing to the members of the right of
                        election accorded to them and shall send with such
                        notice forms of election and specify the procedure to
                        be followed and the place at which and the latest date
                        and time by which duly completed forms of election
                        must be lodged in order to be effective which shall be
                        not less than two weeks from the date on which the
                        notice above referred to was despatched to the
                        members;

                  (C)   the right of election accorded to members as aforesaid
                        may be exercised in whole or in part;

                  (D)   the Board may resolve;

                        (I)   that the right of election accorded to members
                              as aforesaid may be exercised so as to take
                              effect on all future occasions (if any) when the
                              Board makes a determination pursuant to
                              sub-paragraph (ii) of this paragraph (a); and/or

                        (II)  that a member who does not exercise the right of
                              election accorded to him as aforesaid either in
                              whole or in part may notify the Company that he
                              will not exercise the right of election accorded
                              to him in respect of all future occasions (if
                              any) when the Board makes determination pursuant
                              to sub-paragraph (ii) of paragraph (a).

                        Provided that a member may exercise such election or
                        give such notice in respect of all but not some of the
                        shares held by him and may at any time give seven
                        days' notice in writing to the Company of the
                        revocation of such an election or such a notice which
                        revocation shall take effect at the expiry of such
                        seven days, and until revocation has taken effect, the
                        Board shall not be obliged to give to such member
                        notice of the right of election accorded to him or
                        send to him any form of election;

                  (E)   the dividend (or that part of the dividend in respect
                        of which a right of election has been accorded) shall
                        not be payable on shares in respect whereof the share
                        election has been duly exercised (the


                                Exhibit 1.1-30
<PAGE>


                        Elected Shares) and in lieu thereof shares shall be
                        allotted credited as fully paid to the holders of the
                        Elected Shares on the basis of allotment determined as
                        aforesaid and for such purpose the Board shall
                        capitalise and apply out of the amount standing to the
                        credit of share premium account or out of any part of
                        the undivided profits of the Company (including
                        profits carried and standing to the credit of any
                        reserve or reserves or other special account) as the
                        Board may determine, a sum equal to the aggregate
                        nominal amount of shares to be allotted on such basis
                        and apply the same in paying up in full the
                        appropriate number of unissued shares for allotment
                        and distribution to and amongst the holders of the
                        Elected Shares on such basis;

                  (F)   the Board may resolve that the shares to be allotted
                        shall be allotted at a premium provided that the
                        premium is credited as fully paid up and in such case
                        the Board shall in addition to the amount to be
                        capitalised and applied pursuant to sub-paragraph (E)
                        above, and for the purpose therein set out, capitalise
                        and apply out of the amount standing to the credit of
                        the share premium account or out of any part of the
                        undivided profits of the Company (including profits
                        carried and standing to the credit of any reserve or
                        reserves or other special account) as the Board may
                        determine, a sum equal to the aggregate amount of the
                        premium on the shares to be allotted and shall apply
                        the same together with the sum to be applied pursuant
                        to sub-paragraph (E) above and on the basis therein
                        set out in paying up in full the appropriate number of
                        unissued shares for allotment and distribution to and
                        amongst holders of the Elected Shares.

      (b)   The shares allotted pursuant to the provisions of paragraph (a) of
            this Article shall rank pari passu in all respects with the fully
            paid shares then in issue save only as regards participation:

            (i)   in the relevant dividend (or the right to receive or to
                  elect to receive an allotment of shares in lieu thereof as
                  aforesaid); or

            (ii)  in any other distributions, bonuses or rights paid, made,
                  declared or announced prior to or contemporaneously with the
                  payment or declaration of the relevant dividend

            unless, contemporaneously with the announcement by the Board of
            its proposal to apply the provisions of sub-paragraph (i) or (ii)
            of paragraph (a) of this Article in relation to the relevant
            dividend or contemporaneously with their announcement of the
            distribution, bonus or rights in question, the Board shall specify
            that the shares to be allotted pursuant to the provisions of
            paragraph (a) of this Article shall rank for participation in such
            distribution, bonus or rights.

      (c)   The Board may do all acts and things considered necessary or
            expedient to give effect to any capitalisation pursuant to the
            provisions of paragraph (a) of this Article with full power to the
            Board to make such provisions as they think fit in the case of
            shares becoming distributable in fractions (including provisions
            whereby, in whole or in part, fractional entitlements are
            aggregated and sold and the net proceeds distributed to those
            entitled, or are disregarded or rounded up or down or whereby the
            benefit of fractional entitlements accrues to the Company rather
            than to the members concerned). The Board may authorise any person
            to enter into on behalf


                                Exhibit 1.1-31
<PAGE>


            of all members interested, an agreement with the Company providing
            for such capitalisation and matters incidental thereto and any
            agreement made pursuant to such authority shall be effective and
            binding on all concerned.

      (d)   The Company may upon the recommendation of the Board by ordinary
            resolution resolve in respect of any one particular dividend of
            the Company that notwithstanding the provisions of paragraph (a)
            of this Article a dividend may be satisfied wholly in the form of
            an allotment of shares credited as fully paid up without offering
            any right to shares to elect such dividend in cash in lieu of such
            allotment.

      (e)   The Board may on any occasion when it makes a determination
            pursuant to paragraph (a) of this Article, resolve that no
            allotment of shares or rights of election for shares to be issued
            pursuant to such determination shall be made available or made to
            any members with registered addresses in any particular territory
            or territories or to a Depositary where the allotment of shares or
            the circulation of an offer of such rights of election would or
            might, in the opinion of the Board, be unlawful or would or might,
            in the opinion of the Board, be unlawful in the absence of a
            registration statement or other special formalities, and in such
            event the provision aforesaid shall be read and construed subject
            to such resolution and the only entitlement of members in any such
            territory or territories shall be to receive in cash the relevant
            dividend resolved to be paid or declared. "Depositary" means a
            custodian or other person (or a nominee for such custodian or
            other person) appointed under contractual arrangements with the
            Company or other arrangements approved by the Board whereby such
            custodian or other person or nominee holds or is interested in
            shares of the Company or rights or interests in shares of the
            Company and issues securities or other documents of title or
            otherwise evidencing the entitlement of the holder thereof to or
            to receive such shares, rights or interests, provided and to the
            extent that such arrangements have been approved by the Board for
            the purpose of these Articles and shall include, where approved by
            the Board, the trustees (acting in their capacity as such) of any
            employees' share scheme established by the Company or any other
            scheme or arrangements principally for the benefit of employees of
            the Company and/or its subsidiaries which have been approved by
            the Board.

      (f)   The Board may at any time resolve to cancel all (but not some
            only) of the elections made and the notices given by the members
            pursuant to sub-paragraphs (i)(D) and (ii)(D) of paragraph (a) of
            this Article by giving seven days' notice in writing to the
            relevant members.

      (g)   The Board may on any occasion determine that rights of election
            under paragraph (a) of this Article shall not be made available to
            members who are registered in the Register, or in respect of
            shares the transfer of which is registered, after a date fixed by
            the Board and in such event the provisions aforesaid shall be read
            and construed subject to such determination.

132.  No dividend shall be payable except out of the profits or other
      distributable reserves of the Company, and no dividend shall bear
      interest as against the Company.

133.  The Directors may, if they think fit, from time to time, resolve to pay
      to the members such interim dividends as appear to the Directors to be
      justified by the reserves of the Company. If at any time the share
      capital of the Company is divided into different classes the Directors
      may resolve to pay such interim dividends in respect of those shares in
      the capital of the


                                Exhibit 1.1-32
<PAGE>


      Company which confer on the holders thereof deferred or non-preferred
      rights as well as in respect of those shares which confer on the holders
      thereof preferential or special rights in regard to dividend, and
      provided that the Directors act bona fide they shall not incur any
      responsibility to the holders of shares conferring a preference for any
      damage that they may suffer by reason of the payment of an interim
      dividend on any shares having deferred or non-preferred rights. The
      Directors may also resolve to pay at half-yearly or at other suitable
      intervals to be settled by them any dividend which may be payable at a
      fixed rate if they are of the opinion that the reserves of the Company
      justify the payment.

134.  All dividends unclaimed for one year after having become payable may be
      invested or otherwise made use of by the Directors for the benefit of
      the Company until claimed, and all dividends unclaimed for six years
      after having become payable may be forfeited by the Directors and shall
      revert to the Company. The payment into a separate account of any monies
      payable in respect of a dividend shall not constitute the Company a
      trustee in respect thereof for any person.

135.  Unless otherwise directed any dividend or other monies payable in cash
      on or in respect of a share may be paid by cheque or warrant sent
      through the post to the registered address of the member or person
      entitled, or, in the case of joint holders, to the registered address of
      that one whose name stands first on the Register in respect of the joint
      holding, or addressed to such person at such address as the holder or
      joint holders shall direct. The Company shall not be liable or
      responsible for any cheque or warrant lost in transmission nor for any
      dividend or other monies lost to the member or person entitled thereto
      by the forged endorsement of any cheque or warrant. Payment of the
      cheque or warrant by the banker on whom it is drawn shall be a good
      discharge to the Company.

136.  The Directors may distribute in specie or in kind among the members in
      satisfaction in whole or in part of any dividend any of the assets of
      the Company, and in particular any shares or securities of other
      companies to which the Company is entitled and where any difficulty
      arises in regard to the distribution the Board may settle the same as it
      thinks expedient, and in particular may issue fractional certificates,
      disregard fractional entitlements or round the same up or down, and may
      fix the value for distribution of such specific assets, or any part
      thereof, and may determine that cash payments shall be made to any
      members upon the footing of the value so fixed in order to adjust the
      rights of all parties, and may vest any such specific assets in trustees
      as may seem expedient to the Board and may appoint any person to sign
      any requisite instruments of transfer and other documents on behalf of
      the persons entitled to the dividend and such appointment shall be
      effective. Where required, a contract shall be filed in accordance with
      the provisions of the Ordinance and the Board may appoint any person to
      sign such contract on behalf of the persons entitled to the dividend and
      such appointment shall be effective.

137.  Before recommending a dividend the Directors may set aside any part of
      the net profits of the Company to one or more reserves, and may apply
      the same either by employing it in the business of the Company or by
      investing it in such manner as they shall think fit and the income
      arising from such reserves shall be treated as part of the profits of
      the Company. Such reserves may be applied for the purpose of maintaining
      the property of the Company, replacing wasting assets, meeting
      contingencies, forming an insurance fund, equalising dividends, paying
      special dividends, or for any other purpose for which the undivided
      profits of the Company may lawfully be used, and until the same shall be
      so applied it shall be deemed to remain undivided profit. The Directors
      may also carry forward as undivided profit any profit or balance of
      profit which they shall not think fit to recommend as dividend or to
      place to reserve.


                                Exhibit 1.1-33
<PAGE>


                          AUTHENTICATION OF DOCUMENTS

138.  Any Director or the Secretary or other authorised officer of the Company
      shall have power to authenticate any documents affecting the
      constitution of the Company and any resolutions passed by the Company or
      the Directors or any committee, and any books, records, documents and
      accounts relating to the business of the Company, and to certify copies
      thereof or extracts therefrom as true copies of extracts; and where any
      books, records, documents or accounts are elsewhere than at the Office,
      the local manager or such other officer of the Company having the
      custody thereof shall be deemed to be the authorised officer of the
      Company as aforesaid. A document purporting to be a copy of a resolution
      or an extract from the minutes of a meeting of the Company or of the
      Directors or any local board or committee which is certified as
      aforesaid shall be conclusive evidence in favour of all persons dealing
      with the Company upon the faith thereof that such resolution has been
      duly passed or, as the case may be, that any minute so extracted is a
      true and accurate record of proceedings at a duly constituted meeting.

                        CAPITALISATION OF RESERVES ETC.

139.  The Company in general meeting may upon the recommendation of the
      Directors resolve to capitalise any part of the Company's reserves or
      undivided profits not required for the payment or provision of the
      dividend on any shares with a preferential right to a dividend, and
      accordingly that such part be divided amongst the members who would have
      been entitled thereto if distributed by way of dividend and in the same
      proportions, on condition that the same be not paid in cash but be
      applied as a capitalisation issue either in or towards paying up any
      amounts for the time being unpaid on any shares held by such members
      respectively or paying up in full unissued shares or debentures or other
      securities of the Company to be allotted and distributed credited as
      fully paid to and amongst such members in the proportion aforesaid, or
      partly in one way and partly in the other:

      Provided that any amount standing to the credit of a share premium
      account or a capital redemption reserve fund may, for the purposes of
      this Article, only be applied in the paying up of unissued shares to be
      issued to members of the Company as fully paid-up shares.

140.  Whenever such a resolution as aforesaid shall have been passed the
      Directors shall make all appropriations and applications of the reserves
      and undivided profits resolved to be capitalised thereby, and all
      allotments and issues of fully paid-up shares, debentures or other
      securities and generally shall do all acts and things required to give
      effect thereto.

141.  For the purpose of giving effect to any resolution under Articles 136
      and 139 hereof the Directors may settle any difficulty which may arise
      in regard to the distribution or capitalisation issue as they think
      expedient, and in particular may issue fractional certificates, and may
      fix the value for distribution of any specific assets, and may determine
      that cash payments shall be made to any members based upon the value so
      fixed or that fractions of such value as the Directors may determine may
      be disregarded in order to adjust the rights of all parties, and may
      vest any such cash or specific assets in trustees upon such trusts for
      the persons entitled to the distribution or capitalisation issue as may
      seem expedient to the Directors. The provisions of the Ordinance in
      relation to the filing of contracts for allotment shall be observed, and
      the Directors may appoint any person to sign such contract on behalf of
      the persons entitled to share in the distribution or capitalisation
      issue, and such appointment shall be effective and binding upon all
      concerned, and the contract may provide for the acceptance by such
      persons of the shares, debentures or other securities to be allotted and
      distributed to them respectively in satisfaction of their claims in
      respect of the sum so capitalised.


                                Exhibit 1.1-34
<PAGE>


                             ACCOUNTS AND AUDITORS

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

      (a)   all sums of money received and expended by the Company and the
            matters in respect of which such receipt and expenditure take
            place; and

      (b)   the assets and liabilities of the Company.

      Proper books shall not be deemed to be kept if there are not kept such
      books of accounts as are necessary to give a true and fair view of the
      transactions.

143.  The Directors shall from time to time, in accordance with the provisions
      of the Ordinance, cause to be prepared and to be laid before the Company
      in general meeting such profit and loss accounts, balance sheets, group
      accounts (if any) and reports as are required by the Ordinance.

144.  A copy of every balance sheet (including every document required by law
      to be annexed thereto) which is to be laid before the Company in general
      meeting, together with a copy of the Directors' report and a copy of the
      Auditors' report, shall not less than twenty-one days before the date of
      the meeting be sent to every member of, and every holder of debentures
      of, the Company and all persons other than members or holders of
      debentures of the Company, being persons entitled to receive notices of
      general meetings of the Company:

      Provided that this Article shall be subject to Article 144B and shall
      not require a copy of those documents to be sent to any person of whose
      address the Company is not aware, to more than one of the joint holders
      of any shares or debentures, nor to any person to whom the Company has
      duly sent a copy of a summary financial report (as defined in the
      Ordinance) in accordance with the provisions of the Ordinance and
      Article 144A.

144A  Subject to Article 144B, a copy of a summary financial report in the
      form and containing the contents as required by the Ordinance shall be
      sent by the Company in accordance with the provisions of the Ordinance
      to a person who has been offered and agrees, in accordance with the
      provisions of the Ordinance, to be sent a copy of such summary financial
      report.

144B  Where a person has, in accordance with the provisions of the Ordinance
      where applicable, consented to treat the publication or the making
      available of the relevant financial documents and/or the summary
      financial report (each as defined in the Ordinance) on a computer
      network or by such other means as discharging the Company's obligation
      under the Ordinance to send a copy of the relevant financial documents
      and/or the summary financial report (each as defined in the Ordinance),
      then the publication or the making available by the Company, in
      accordance with the provisions of the Ordinance where applicable, on
      such computer network or by such other means of the relevant financial
      documents or the summary financial report (each as defined in the
      Ordinance) shall, in relation to each consenting person, be deemed to
      discharge the Company's obligations under Article 144 and/or Article
      144A.

145.  Auditors shall be appointed and their duties regulated in the manner
      provided by the Ordinance.

146.  Subject as otherwise provided by the Ordinance the remuneration of the
      Auditors shall be fixed by the Company in general meeting provided
      always that in respect of any particular


                                Exhibit 1.1-35
<PAGE>


      year the Company in general meeting may delegate the fixing of such
      remuneration to the Board.

147.  Every statement of accounts audited by the Company's Auditors and
      presented by the Board at a general meeting shall after approval at such
      meeting be conclusive except as regards any error discovered therein
      within three months of the approval thereof. Whenever any such error is
      discovered within that period, it shall forthwith be corrected, and the
      statement of accounts amended in respect of the error shall be
      conclusive.

                                    NOTICES

148.  Any notice, document or communication to be given or issued to the
      members shall be in writing in any one or more languages, may be served
      by the Company upon any member either personally or by sending it by
      mail, postage prepaid, addressed to such member at his registered
      address, and, in any case where the registered address of such member is
      outside Hong Kong, by prepaid airmail, or by delivering, sending or
      otherwise making available through electronic or other means to such
      member.

149.  Any notice sent by mail shall be deemed to have been served in the case
      where the member's registered address is in Hong Kong on the day
      following that on which the notice is mailed in Hong Kong and in any
      other case on the fifth day after the day of mailing. In proving such
      service it shall be sufficient to prove that the notice was properly
      addressed and mailed, postage prepaid.

150.  Any person who, by operation of law, transfer or other means whatsoever,
      shall become entitled to any share shall be bound by every notice in
      respect of such share which, previously to his name and address being
      entered in the Register, shall be duly given to the person from whom he
      derives his title to such share.

151.  Any notice, document or communication delivered or sent by mail to, or
      left at the registered address of, or made available through electronic
      or other means to, any member, in pursuance of these Articles, shall,
      notwithstanding such member be then deceased or bankrupt, and whether or
      not the Company have notice of his death or bankruptcy, be deemed to
      have been duly served in respect of any shares held by such member,
      whether held solely or jointly with other persons by such member, until
      some other person be registered in his stead as the holder or joint
      holder thereof, and such service shall for all purposes of these
      Articles be deemed a sufficient service of such notice, document or
      communication on his executors, administrators or assigns and all
      persons (if any) jointly interested with him in any such share.

152.  Any summons, notice, order or other document required to be sent to or
      served upon the Company, or upon any officer of the Company, may be sent
      or served by leaving the same or sending it through the post in a
      prepaid letter, envelope or wrapper, addressed to the Company or to such
      officer at the Office.

153.  The signature to any notice to be given by the Company may be written or
      printed.

154.  Subject to any special provisions contained in these Articles or in the
      Ordinance, all notices required to be given by advertisement shall be
      advertised in at least one daily Chinese and one daily English newspaper
      circulating in Hong Kong.

155.  In reckoning the period for any notice given under these Articles, the
      day on which notice is served, or deemed to be served, and the day for
      which such notice is given shall be excluded.


                                Exhibit 1.1-36
<PAGE>


                                  WINDING UP

156.  If the Company shall be wound up, the surplus assets remaining after
      payment to all creditors shall be divided among the members in
      proportion to the capital paid up on the shares held by them
      respectively, and if such surplus assets shall be insufficient to repay
      the whole of the paid-up capital, they shall be distributed so that, as
      nearly as may be, the losses shall be borne by the members in proportion
      to the capital paid upon on the shares held by them respectively. This
      Article is, however, subject to the rights of the holders of any shares
      which may be issued on special terms or conditions.

157.  If the Company shall be wound up, the liquidator (whether voluntary or
      official) may, with the sanction of a special resolution, divide among
      the members in specie or kind the whole or any part of the assets of the
      Company or vest any part of the assets of the Company in trustees upon
      such trusts for the benefit of the members or any of them as the
      resolution shall provide. Any such resolution may provide for and
      sanction a distribution of any specific assets amongst different classes
      of members otherwise than in accordance with their existing rights, but
      each member shall in that event have a right of dissent and other
      ancillary rights in the same manner as if such resolution were a special
      resolution passed pursuant to section 237 of the Ordinance.

158.  In the event of a winding-up of the Company in Hong Kong, every member
      of the Company who is not for the time being in Hong Kong shall be
      bound, within fourteen days after the passing of an effective resolution
      to wind up the Company voluntarily, or within the like period after the
      making of an order for the winding up of the Company, to serve notice in
      writing on the Company appointing some person resident in Hong Kong upon
      whom all summonses, notices, processes, orders and judgements in
      relation to or under the winding up of the Company may be served and, in
      default of such nomination, the liquidator of the Company shall be at
      liberty on behalf of such member to appoint some such person, and
      service upon any such appointee shall be deemed to be a good personal
      service on such member for all purposes, and where the liquidator makes
      any such appointment he shall, with all convenient speed, give notice
      thereof to such member by advertising in such English language daily
      newspaper circulating in Hong Kong as he shall deem appropriate or by a
      registered letter sent through the post and addressed to such member at
      his address as appearing in the Register, and such notice shall be
      deemed to be served on the day on which the advertisement appears or the
      letter is posted.

                                   INDEMNITY

159.  Subject to the provisions of the Ordinance, every Director or other
      officer of the Company shall be indemnified out of the assets of the
      Company against all costs, charges, expenses, losses and liabilities
      which he may sustain or incur in or about the execution of his office or
      otherwise in relation thereto and in particular and without prejudice to
      the generality of the foregoing every Director and other officer of the
      Company shall be indemnified by the Company against, and it shall be the
      duty of the Directors out of the funds of the Company to pay all costs,
      losses and expenses which any such Director and other officer may incur
      or become liable for by reason of any contract entered into, or act or
      thing done by him or them as such Director and other officer, or in any
      way in the discharge of their or his duties, including travelling
      expenses; and the amount for which such indemnity is provided shall
      immediately attach as a lien on the property of the Company, and have
      priority as between the members over all other claims. Any person who is
      a Director or other officer of the Company shall not be liable (except
      in consequence of his own dishonesty) for the acts, receipts, neglects
      or defaults of any other Director or other officer of the Company or for
      any losses or expenses incurred by the Company through the insufficiency
      or deficiency of title to


                                Exhibit 1.1-37
<PAGE>


      any property acquired by order of the Directors for or on behalf of the
      Company, or for the insufficiency or deficiency of any security in or
      upon which any of the moneys of the Company shall be invested, or for
      any loss or damage arising from the bankruptcy, insolvency or tortious
      act of any person with whom any moneys, securities or effects of the
      Company shall be deposited or for any loss occasioned by any error of
      judgement, omission, default or oversight on their or his part, or for
      any other loss, damage or misfortune whatever which shall happen in the
      execution of the duties of his office or in relation thereto. Each
      member of the Company agrees to waive any claim or right of action he
      might have, whether individually or by or in the right of the Company,
      against any Director on account of any action taken by such Director, or
      the failure of such Director to take any action in the performance of
      his duties with or for the Company; provided that such waiver shall not
      extend to any matter in respect of any fraud or dishonesty which may
      attach to such Director.

159A. Subject to Article 159 and the provisions of and so far as may be
      permitted by the Ordinance, the Company may purchase and maintain for
      any officer of the Company:

      (i)   insurance against any liability to the Company, a related company
            or any other party in respect of any negligence, default, breach
            of duty or breach of trust (save for fraud) of which he may be
            guilty in relation to the Company or a related company; and

      (ii)  insurance against any liability incurred by him in defending any
            proceedings, whether civil or criminal, taken against him for any
            negligence, default, breach of duty or breach of trust (including
            fraud) of which he may be guilty in relation to the Company or a
            related company.

      In this Article 159A, "related company" in relation to the Company means
      any company that is the Company's subsidiary or holding company or a
      subsidiary of the Company's holding company.

                           DESTRUCTION OF DOCUMENTS

160   (a)   Subject to the Ordinance, the Company may destroy:

            (i)   any share certificate which has been cancelled at any time
                  after the expiry of one year from the date of such
                  cancellation;

            (ii)  any dividend mandate or any variation or cancellation
                  thereof or any notification of change of name or address at
                  any time after the expiry of two years from the date on
                  which such mandate, variation, cancellation or notification
                  was recorded by the Company;

            (iii) any instrument of transfer of shares which has been
                  registered at any time after the expiry of six years from
                  the date of registration; and

            (iv)  any other document, on the basis of which any entry in the
                  register is made, at any time after the expiry of six years
                  from the date on which an entry in the register was first
                  made in respect of it;

            and it shall conclusively be presumed in favour of the Company
            that every share certificate so destroyed was a valid certificate
            duly and properly cancelled and that every instrument of transfer
            so destroyed was a valid and effective instrument duly and
            properly registered and that every other document destroyed
            hereunder was a


                                Exhibit 1.1-38
<PAGE>


            valid and effective document in accordance with the recorded
            particulars thereof in the books or records of the Company.
            Provided always that:

            (2)   the foregoing provisions of this Article shall apply only to
                  the destruction of a document in good faith and without
                  express notice to the Company that the preservation of such
                  document was relevant to a claim;

            (3)   nothing contained in this Article shall be construed as
                  imposing upon the Company any liability in respect of the
                  destruction of any such document earlier than as aforesaid
                  or in any case where the conditions of proviso (1) above are
                  not fulfilled; and

            (3)   references in this Article to the destruction of any
                  document include reference to its disposal in any manner.

      (b)   Notwithstanding any provision contained in these Articles, the
            Directors may, if permitted by applicable law, authorise the
            destruction of documents set out in sub-paragraph (a)(i) to (iv)
            of this Article and any other documents in relation to share
            registration which have been microfilmed or electronically stored
            by the Company or by the share registrar on its behalf provided
            always that this Article shall apply only to the destruction of a
            document in good faith and without express notice to the Company
            and its share registrar that the preservation of such document was
            relevant to a claim.

                              UNTRACEABLE MEMBERS

161.  Without prejudice to the rights of the Company, the Company may cease
      sending such cheques for dividend entitlements or dividend warrants by
      post if such cheques or warrants have been left uncashed on two
      consecutive occasions. However, the Company may exercise the power to
      cease sending cheques for dividend entitlements or dividend warrants
      after the first occasion on which such a cheque or warrant is returned
      undelivered.

162.  The Company shall have the power to sell, in such manner as the Board
      thinks fit, any shares of a member who is untraceable, but no such sale
      shall be made unless:

      (a)   all cheques or warrants, being not less than three in total
            number, for any sum payable in cash to the holder of such shares
            in respect of them sent during the relevant period in the manner
            authorised by the Articles of Association of the Company have
            remained uncashed;

      (b)   so far as it is aware at the end of the relevant period, the
            Company has not at any time, during the relevant period received
            any indication of the existence of the member who is the holder of
            such shares or of a person entitled to such shares by death,
            bankruptcy or operation of law;

      (c)   the Company has caused an advertisement to be inserted in English
            in one English language daily newspaper and in Chinese in one
            Chinese language daily newspaper (provided that the aforesaid
            daily newspapers shall be included in the list of newspapers
            issued and published in the Hong Kong Government Gazette for the
            purpose of section 71A of the Ordinance) advertising its intention
            to sell such shares and a period of three months has elapsed since
            the date of such advertisement; and


                                Exhibit 1.1-39
<PAGE>


      (d)   the Company has notified the stock exchange in the relevant
            territory of its intention to effect such sale.

      For the purpose of the foregoing, "relevant period" means the period
      commencing twelve years before the date of publication of the
      advertisement referred to in paragraph (c) of this Article and ending at
      the expiry of the period referred to in that paragraph.

      The manner, timing and terms of any sale of shares pursuant to this
      Article (including but not limited to the price or prices at which the
      same is made) shall be such as the Board determines, based upon advice
      from such bankers, brokers or other persons as the Board considers
      appropriate consulted by it for the purposes, to be reasonably
      practicable having regard to all the circumstances including the number
      of shares to be disposed of and the requirement that the disposal be
      made without delay and the Board shall not be liable to any person for
      any of the consequences of reliance on such advice.

163.  To give effect to any such sale pursuant to Article 162 the Board may
      authorise any person to transfer the said shares and the instrument of
      transfer signed or otherwise executed by or on behalf of such person
      shall be as effective as if it had been executed by the registered
      holder or the person entitled by transmission to such shares, and the
      purchaser 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 relating to the sale. The net proceeds
      of the sale will belong to the Company and, upon receipt by the Company
      of such proceeds, it shall become indebted to the former member by
      carrying all moneys in respect thereof to a separate account for an
      amount equal to such net proceeds. No trusts shall be created in respect
      of such debt and no interest shall be payable in respect of it and the
      Company shall not be required to account for any money earned from the
      net proceeds which may be employed in the business of the Company or as
      it thinks fit. Any sale under this Article shall include any additional
      shares which during the relevant period or during any period ending on
      the date when all the requirements of sub-paragraphs (a) to (d) of
      Article 162 have been satisfied have been issued in respect of those
      held at the beginning of such relevant period and shall be valid and
      effective notwithstanding that the member holding the shares sold is
      dead, bankrupt or otherwise under any legal disability or incapacity.

                                  INFORMATION

164.  No member of the Company shall be entitled to require discovery of or
      any information in respect of any detail of the Company's trading and
      any matter 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 Directors it will be inexpedient in the
      interests of the members of the Company to communicate to the public.


                                Exhibit 1.1-40
<PAGE>


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