Exhibit 4.15
 SHAREHOLDERS AGREEMENT




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SHAREHOLDERS AGREEMENT
 Agreement Company Schedule A Ordinary Shareholder Schedule B Preferred Shareholders Preferred
Shareholder Founder Hong Kong Subsidiary   Solar High-Tech   PV Silicon   LDK Solar Polysilicon Shareholders Shareholder
 RECITALS
 WHEREAS Subscription Agreement
 WHEREAS
 CDBC CDBC Designated Entity
 2




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NOW, THEREFORE
 SECTION 1
DEFINITIONS
 Definitions.
 Acceptance Period for Equity Equivalents
 Affiliate
 Board
 Board of Arbitrators
 Bona Fide Purchaser
 Business Day
 CDBC
 CDBC Designated Entity
 3




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CFC
 CIETA
 Closing
 Control Controlling Controlled
 Co-Sale Period
 Co-Sale Shares
 Co-Sale Shareholders
 Deed of Adherence
 Directors
 Dispose Disposition i ii
 Disclosing Party
 Eligible Co-Sale Shareholder
 Eligible Shareholders
 Encumbrance Encumber
 4




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Equity Equivalents
 ESOP Plan
 Excess Offer Participating Shareholders
 Governmental Authority
 Group Group Member
 HKFRS
 Hong Kong
 Key Holder Proposed Transfer
 Key Holder Proposed Transfer Notice
 Key Holder ROFR Exercise Period
 Key Holder Transferor
 Key Holder Transfer Shares
 Immediate Family Member
 Information
 5




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Investors Investor
 Key Employees
 Key Holders
 Laws
 Lien
 New Equity Equivalents
 Non-Disclosing Parties
 Non-Electing Offerees
 Notice of Intention to Issue
 Observer
 Ordinary Shares
 Original Shareholders
 Permitted Transferee i provided however Exhibit A.
 6




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Person
  PRC
 PRC GAAP
 Preferred Shareholders
 Prohibited Transfer
 Proposed Transfer
 Put Notice
 Put Option Exercise Price
 Qualified IPO
 Registration Rights Agreement
 Restated Articles
 Right of First Refusal
 7




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Second Acceptance Period
 Second Participation Notice
 Securities Act
 Series A Original Purchase Price
 Series A Preferred Shares
 Shares
 Shareholder
 Subscription Agreement
 Subsidiaries
 Terms
 Third Party Sale Notice
 Transaction Documents
 Under Subscription Notice
 Under Subscription Period
 8




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Principles of Construction.
 (a)
    
    any reference in this Agreement to a Party shall be construed as a reference to a party to
this Agreement;(b)
    
    any reference in this Agreement to writing or comparable expressions includes a reference
to facsimile transmission or comparable means of communication (excluding, for the avoidance
of doubt, email);(c)
    
    words expressed in the singular number shall include the plural and vice versa, words
expressed in the masculine shall include the feminine and neuter gender and vice versa;(d)
    
    references to Sections, Schedules and Recitals are references to clauses, schedules and
recitals of this Agreement;(e)
    
    reference to day or days are to calendar days;(f)
    
    this Agreement shall be construed as a reference to this Agreement as the same may have
been, or may from time to time be, amended, varied, novated or supplemented;(g)
    
    include, includes, and including are deemed to be followed by without limitation
whether or not they are in fact followed by such words or words of similar import;(h)
    
    the table of contents and headings are inserted for convenience only and do not affect the
construction of this Agreement;(i)
    
    references herein to statutory provisions shall be construed as references to those
provisions as amended or re-enacted or as their application is modified by other provisions
and shall include any provisions of which they are re-enactments (whether with or without
modification); and(j)
    
    references to a company include any company, corporation or other body corporate wherever
and however incorporated or established.1.3
    
    Schedules and Exhibits. The Schedules and Exhibits to this Agreement are incorporated
into and form an integral part of this Agreement.
 SECTION 2
INFORMATION RIGHTS; INSPECTION RIGHTS
 Information Rights
 9




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(a)
    
    quarterly un-audited consolidated financial statements of the Group within forty-five (45)
days from the end of each quarter;(b)
    
    un-audited annual consolidated financial statements of the Group within sixty (60) days after
the end of each fiscal year;(c)
    
    a draft of the annual consolidated financial reports of the Group within ninety (90) days
after the end of each fiscal year;(d)
    
    audited annual consolidated financial reports of the Group, prepared in accordance with HKFRS
by KPMG within six (6) months after the end of each fiscal year;(e)
    
    an annual consolidated budget of the Group for the coming year at least thirty (30) days
prior to the end of each fiscal year;(f)
    
    as soon as practicable, copies of all documents or other information sent to any other
Shareholders that are related to the Group, which the Company reasonably believes to be
material to the rights of the Preferred Shareholders; and(g)
    
    promptly upon the request of any Preferred Shareholders, current versions of this Agreement
and other related investment documents and all documents relating to any subsequent financings
by the Group, the management of the Group or otherwise affecting the Series A Preferred Shares
or shares issued upon conversion of the Series A Preferred Shares, bearing the signatures of
all parties and of the Restated Articles bearing the file stamp of the appropriate government
authority, in each case with all amendments and restatements; the copies of the documents to
be provided under this Section 2.1 may be delivered in either hardcopy or in Portable Document
Format (PDF).
  Inspection Rights
 10




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Special Audit and Account Financial Review.
 Termination upon Qualified IPO.
 Compliance with Applicable Law.
 SECTION 3
PRE-EMPTIVE RIGHTS
 Pre-emptive Rights. New Equity
Equivalents Notice of Intention to Issue Eligible Shareholders Eligible Shareholder
 11




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Acceptance Period for New Equity Equivalents
 Second
Participation Notice Excess Offer Participating Shareholders Second Acceptance Period
 Sale and Issue of Remaining Equity Equivalents provided however Exhibit A
 Payment.
 12




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Compliance.
  SECTION 4
DISPOSITION OF SHARES
 Restrictions on Transfer Proposed Transfer
 Right of First Refusal - Key Holder Transfers
 Proposed Transfer Notice Key Holder Transferor Key Holder Proposed Transfer Key Holder Proposed
Transfer Notice Key Holder Transfer Shares
 13




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Section 4.2
 Grant of Right of First Refusal to Preferred Shareholders Right of First Refusal Key Holder
ROFR Exercise Period
  Under Subscription Notice Under Subscription Period
 14




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Consideration; Closing
 Co-Sale Right
 Third Party Sale
Notice Non-Electing Offerees Eligible Co-Sale Shareholder Co-Sale Period
 Co-Sale Shares x y Co-Sale Shareholders
 15




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Exhibit A
 16




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Permitted Transfers
   Put Option.
 Put Option
Exercise Price
 Prohibited Transfer Put Notice
 17




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Prohibited Transfer in Violation of Laws
 SECTION 5
BOARD OF DIRECTORS
 Composition of the Board.
 (a)
    
    The Company shall have a Board consisting of a maximum of ten (10) directors, of
which (i) one (1) Director shall be appointed by CDBC (the CDBC Director) at or
prior to the Closing, (ii) three (3) Directors as
 18




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independent non-executive directors and shall be determined in accordance with the
then applicable stock exchange rules upon Qualified IPO or any initial public
offering of the Shares (the Independent Directors).(b)
    
    Subject to applicable Laws, the CDBC Director, in the case of his absence, shall be
entitled to appoint an alternate to serve at any Board meeting, and such alternate shall
be permitted to attend all Board meetings and vote on behalf of the director for whom she
or he is serving as an alternative, it being understood, acknowledged and confirmed by
CDBC that any vote or decision taken by such alternate at any such Board meeting shall
constitute the vote and decision of the CDBC Director as if so taken by the CDBC Director
him/herself at such Board meeting, with full reliance permitted on such vote and
decision. The Board and all committees thereof shall meet in person or by teleconference
no less than once every half year. The Company shall reimburse all reasonable,
documented expenses of all the Directors and all the persons of the committees related to
all activities of the Board and all committees thereof, including but not limited to
attending the meetings of the Board and all committees thereof.(c)
    
    The Board and all committees thereof shall meet in person or by teleconference no
less than once every half year. The Company shall reimburse all reasonable, documented
expenses of all the Directors and all the persons of the committees related to all
activities of the Board and all committees thereof, including but not limited to
attending the meetings of the Board and all committees thereof.
 Board Observers. Observer
 19




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Convening Board Meetings.
 Notice of Board Meeting.
 Quorum; Voting at Board meetings.
   Waiver Information
 20




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Indemnification
 Exhibit B
 SECTION 6
 SHAREHOLDERS MEETINGS
 6.1
    
    Convening General Meetings. The Board may, and the Board on the
requisition of any Shareholder shall, call a general meeting. General meetings shall
be held (and may be attended by the Shareholders in person or by means of a video or
telephone conference) at least once every year and shall be called by at least
twenty-one (21) clear calendar days notice. Notwithstanding the foregoing, a general
meeting may be called by shorter notice if it is so agreed by all the Shareholders
entitled to attend and vote thereat.6.2
    
    Quorum at General Meetings. The quorum for any meeting of the
Shareholders shall be Shareholders holding at least 75% of the Ordinary
 21




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Shares and all the Preferred Shares at such time. In the event that a duly called
Shareholder meeting shall be inquorate, such meeting shall be adjourned. At least
five (5) clear calendar days notice of the reconvened meeting shall be given unless
all of the Shareholders agree. At the reconvened meeting, the required quorum shall
be Shareholders holding at least 50% of the Ordinary Shares and 85% of the Preferred
Shares at such time.6.3
    
    Voting at General Meetings. Every Shareholder shall have one vote for
every Share of which he is the holder. In the event of an equality of votes cast, the
chairman of the meeting shall not have a casting vote and the relevant resolution shall
not be passed.6.4
    
    Proxies at general meetings. Each Shareholder may appoint one or more
proxies to attend and vote on his behalf at any general meeting.6.5
    
    Shareholder Procedures. Any Shareholder may give its approval in
relation to any matters requiring the approval of Shareholders (including those listed
in Section 7):(a)
    
    in writing; or(b)
    
    by a vote in favour of a specific Shareholders resolution on that matter.6.6
    
    Written Resolutions. A resolution in writing signed by all the
Shareholders shall be as valid and effective for all purposes as a resolution passed at
a general meeting duly convened, held and constituted.
 SECTION 7
 PROTECTIVE PROVISIONS
 Shareholder Matters. Section 7.1
 22




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(interim
  23




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Director Matters.
   manager(s));
   24




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SECTION 8
LEGEND ON SHARE CERTIFICATES
   SECTION 9
REPRESENTATIONS AND WARRANTIES
  25




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Schedule A Schedule B
  SECTION 10
ADDITIONAL COVENANTS
 Going Public
 Full Time Commitment of Founder
 Non-Competition
 26




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27




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Tax Covenants
 PFIC
 CFC
 Sale of Shares held by Preferred Shareholders
    28




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ESOP Plan
  SECTION 11
 TERMINATION
  (a)
    
    a Qualified IPO;(b)
    
    a distribution of all assets of the Company to the Shareholders;(c)
    
    the date of commencement of the Companys dissolution or winding up;(d)
    
    the date on which only one (1) Shareholder holds any Shares; or(e)
    
    the written agreement by all Shareholders that it be terminated,
    29




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(a)
    
    if requested by the Company and to the extent that it is practicable, hand
over to the Company all material correspondence, documents, books, records or other
information relating to the Company that is held by it or any third party which has
acquired such matter through that Shareholder and shall not keep any copies; and(b)
    
    procure the resignation of all its appointees to the Board. If the continuing
Shareholders request, it shall do all such things and sign all such documents as may
otherwise be necessary to procure the resignation or dismissal of such Persons from
such appointments in a timely manner.
  SECTION 12
MISCELLANEOUS
 GOVERNING LAW
 Arbitration
 Board of Arbitrators CIETAC
   30




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Notices
  
  
  31




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Schedule B
  CONFIDENTIALITY AND NON-DISCLOSURE
 Disclosure of Terms Terms
 Press Releases
 Permitted Disclosures
 32




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provided however
   33




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Legally Compelled Disclosure Disclosing Party Non-Disclosing Parties
 Successors and Assigns
 34




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Waiver.
  Amendment
 Limitations on Amendments and Waivers
 Signatures; Counterparts
 Headings
 Severability.
 35




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Rules of Construction
 Entire Agreement
 Further Assurances
 Specific Performance
 No Strict Construction.
 Shareholders Agreement to Prevail
 36




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Delays or Omissions
 37




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IN WITNESS WHEREOF
 COMPANY:LDK Silicon & Chemical Technology Co., Ltd.By: 
Name:
    
    /s/ Peng Xiaofeng

PENG XiaofengTitle:
    
    ChairmanHONG KONG SUBSIDIARYLDK Silicon Holding Co., LimitedBy: 
Name:
    
    /s/ Peng Xiaofeng

PENG XiaofengTitle:
    
    Chairman
 SIGNATURE PAGE TO SHAREHOLDERS AGREEMENT




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IN WITNESS WHEREOF
 Jiangxi LDK Solar High-Tech Co., Ltd.By: 
Name:
    
    /s/ Peng Xiaofeng

PENG XiaofengTitle:
    
    ChairmanJiangxi LDK PV Silicon Technology Co., Ltd.By: 
Name:
    
    /s/ Peng Xiaofeng

PENG XiaofengTitle:
    
    ChairmanJiangxi LDK Solar Polysilicon Co., Ltd.By: 
Name:
    
    /s/ Peng Xiaofeng

PENG XiaofengTitle:
    
    Chairman
 SIGNATURE PAGE TO SHAREHOLDERS AGREEMENT




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IN WITNESS WHEREOF
 FOUNDER:PENG XiaofengBy:
    
    /s/ Peng Xiaofeng
 SIGNATURE PAGE TO SHAREHOLDERS AGREEMENT




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IN WITNESS WHEREOF
 ORDINARY SHAREHOLDER:LDK Solar Co., Ltd.By: 
Name:
    
    /s/ Peng Xiaofeng

PENG XiaofengTitle:
    
    Chairman / CEO
 SIGNATURE PAGE TO SHAREHOLDERS AGREEMENT




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IN WITNESS WHEREOF
 PREFERRED SHAREHOLDERS:China Development Bank Capital Corporation Ltd.By: 
Name:
    
    /s/ Zhang Xuguang

ZHANG XuguangTitle:
    
    Executive Director / President
 SIGNATURE PAGE TO SHAREHOLDERS AGREEMENT




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IN WITNESS WHEREOF
 PREFERRED SHAREHOLDERS:Excel Rise Holdings LimitedBy: 
Name:
    
    /s/ Leon Li

Leon LITitle:
    
    DirectorProsper East LimitedBy: 
Name:
    
    /s/ Zhang Jianwen

ZHANG JianwenTitle:
    
    Director
 SIGNATURE PAGE TO SHAREHOLDERS AGREEMENT




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IN WITNESS WHEREOF
 PREFERRED SHAREHOLDERS:Apollo Asia Investment LimitedBy: 
Name:
    
    /s/ Xia Xiaoning

XIA XiaoningTitle:
    
    Director
 SIGNATURE PAGE TO SHAREHOLDERS AGREEMENT




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SCHEDULE A
 ORDINARY SHAREHOLDER
 Number of Shares Held at the date of thisName of Shareholder
    
    AgreementLDK Solar Co., Ltd.
    
    1,060,000,000




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SCHEDULE B
 SERIES A PREFERRED SHAREHOLDERS
 Number of Series A PreferredName of Preferred
    
    Shares Held at the date of thisShareholders
    
    Agreement
    
    Address for NoticeChina Development Bank
Capital Corporation Ltd.
    
    
    150,000,000
    
    
    China Development
Bank Capital Corporation
Ltd.
Unit 1111, No. 7,
Financial Street
Xicheng
District, Beijing
Tel No.: +(86 10) 5887 8524
Fax No.: +(86 10) 6655 3276
Attention: Ms. GAO YaExcel Rise Holdings Limited
    
    
    30,000,000
    
    
    CCB International
Asset Management Limited
34/F., Two Pacific Place, 
88 Queensway, Admiralty,
Hong Kong Hong Kong Tel No.: +852
2532 6100
Fax No.: +852 2537 4008
Attention: Mr. Leon LiProsper East Limited
    
    
    10,000,000
    
    
    CCB International
Asset Management Limited
34/F., Two Pacific Place,
88 Queensway, Admiralty,
Hong Kong
Hong Kong Tel No.: +852
2532 6100
Fax No.: +852 2537 4008
Attention: Mr. Leon LiApollo Asia Investment Limited
    
    
    50,000,000
    
    
    CITP Advisors (Hong
Kong) Limited
26/F Bank of China Tower,
1 Garden Road, Central,
Hong Kong.
Phone: +(852) 3988 6161
Fax No.: + (852) 3988 6150
Attention: Dr. XIA XiaoningTotal
    
    
    240,000,000




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EXHIBIT A
 DEED
OF ADHERENCE
 THIS DEED OF ADHERENCE [    ]
 BETWEEN
 (1)
    
    The persons whose name and registered address are set out in Schedule 11 (together
referred to as the Continuing Parties); [and][(2)
    
    [                    ] (the Transferor); and]*(3)
    
    [                    ] (the New Member).
 [Note: Whether as a Shareholder or transferee with respect to the New Member].
 RECITALS:
 (A)
    
    This deed is entered into pursuant to a Shareholders Agreement dated [] in relation to
the capital and affairs of LDK Silicon & Chemical Technology Co., Ltd. (the Company) (such
agreement as varied, supplemented, novated or amended being the Shareholders Agreement).(B)
    
    The New Member intends to become the holder by [transfer] [subscription] of
[]
[Ordinary Shares / Series A Preferred Shares] * of $[] in the capital of the Company
(the Shares) and enters into this deed pursuant to and for the purposes of the Shareholders
Agreement so as to take effect in accordance with the terms thereof.
 
 *
    
    delete as appropriate IT IS AGREED
 1.
    
    Definition and interpretation1.1
    
    Unless the context otherwise requires, clause 1 of the Shareholders Agreement shall have
effect (as to interpretation and other matters) also as to this deed and any other terms
defined in the Shareholders Agreement shall, when used in this deed, have the meanings
ascribed to them in the Shareholders Agreement.1.2
    
    In this deed the Effective Date shall mean [].
 
 1
    
    Schedule to be added setting out the Company and
all current shareholders at such time.




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2.
    
    Novation2.1
    
    With effect from the Effective Date, the Continuing Parties hereby release and discharge the
Transferor (save in relation to any antecedent breach) from all its obligations under the
Shareholders Agreement and (without prejudice to the rights of the other parties to the
Shareholders Agreement in respect of any antecedent breach) the Transferor shall cease to be a
party to the Shareholders Agreement.2.2
    
    The Continuing Parties agree that, with effect from the Effective Date, the following shall
apply:
 2.2.1
    
    (the New Member shall assume all the rights of the Transferor pursuant
to the Shareholders Agreement; and)2.2.2
    
    the New Member shall be subject to and shall perform the obligations
(from which the Transferor is released and discharged pursuant to sub-clause 2.1)
and shall be bound by and entitled to the benefit all other provisions of the
Shareholders Agreement except as hereby provided,
 as if the New Member had at all times been a party to the Shareholders Agreement as a
Shareholder.2.3
    
    For the purposes of this clause, references to the Shareholders Agreement shall be
interpreted in the same way as Agreement as set out in clause 1.1 of the Shareholders
Agreement.[Note: On a partial transfer of shares by a Transferor, the Transferor will be deemed to
be a Continuing Party and full release of rights and obligations not appropriate]3.
    
    WarrantiesBy execution of this deed the New Member warrants, represents and undertakes to the
Continuing Parties, as at the Effective Date, on the following terms:(Warranties similar to the Investor Warranties  to be tailored on a case by case basis
as applicable).4.
    
    NoticesFor the purposes of the Shareholders Agreement, the New Members address for service
shall be as set out at the head of this deed.




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IN WITNESS
 EXECUTED and DELIVEREDas a Deed on behalf of[the name of the New Member][by its duly authorizedrepresentatives ][Director][Director/ Secretary]




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EXHIBIT B
 FORM OF INDEMNIFICATION AGREEMENT
 INDEMNIFICATION AGREEMENT Agreement Company Indemnitee Indemnitees
 RECITALS
      NOW, THEREFORE
 Indemnification
 Indemnification of Expenses Securities Act Exchange Act




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Claim Indemnification Event Expenses
 Reviewing Party Expense Advance
 2




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Contribution
  Survival Regardless of Investigation
 Change in Control Articles
 3




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Mandatory Payment of Expenses
 Expenses; Indemnification Procedure
 Advancement of Expenses
 Notice/Cooperation by Indemnitee
 No Presumptions; Burden of Proof
 4




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Notice to Insurers
 Selection of Counsel
 Additional Indemnification Rights; Nonexclusivity
 Scope
 Nonexclusivity
 5




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No Duplication of Payments
 Partial Indemnification
 Mutual Acknowledgement
 Liability Insurance
 Exceptions
 Claims Initiated by Indemnitee
 Lack of Good Faith
 6




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Claims Under Section 16(b)
 Unlawful Indemnification
 Fraud
 Insurance
 Period of Limitations
 Construction of Certain Phrases
 Company
  Change in Control
 7




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Independent Legal Counsel
 Reviewing Party
 Voting Securities
 Counterparts
 Binding Effect; Successors and Assigns
 8




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Attorneys Fees
 Notice Schedule A
 Severability
 9




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Choice of Law
 Dispute Resolution
 HKIAC
    Subrogation
 Amendment and Termination
 10




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Corporate Authority
 Remainder of page intentionally left blank
 11




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COMPANY:LDK Silicon & Chemical Technology Co., Ltd.By:Name: PENG XiaofengTitle: Chairman
 SIGNATURE PAGE TO INDEMNIFICATION AGREEMENT




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INDEMNITEE:Name:
 SIGNATURE PAGE TO INDEMNIFICATION AGREEMENT




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Schedule A
 Name and Address of Indemnitees




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EXHIBIT C
 FORM OF RESTATED ARTICLES
 Company No.: [       ]
 AMENDED AND RESTATED
 MEMORANDUM
 AND
 ARTICLES OF ASSOCIATION
 OF
 LDK Silicon & Chemical Technology Co., Ltd.
 Incorporated on the Ninth day of March, 2011
 INCORPORATED IN THE CAYMAN ISLANDS




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Company No.: [       ]
 AMENDED AND RESTATED
 MEMORANDUM
 AND
 ARTICLES OF ASSOCIATION
 OF
 LDK Silicon & Chemical Technology Co., Ltd.
 Incorporated on the 9th day of March, 2011
 INCORPORATED IN THE CAYMAN ISLANDS
 - 1 -




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THE COMPANIES LAW (2010 Revision)
Company Limited by Shares
AMENDED AND RESTATED
MEMORANDUM OF ASSOCIATION
 OF
 LDK Silicon & Chemical Technology Co., Ltd.
  1.
    
    The name of the Company is LDK Silicon & Chemical Technology Co., Ltd.2.
    
    The Registered Office of the Company shall be at the offices of Offshore
Incorporations (Cayman) Limited, Scotia Centre, 4th Floor, P.O. Box 2804, George
Town, Grand Cayman KY1-1112, Cayman Islands or at such other place as the Directors
may from time to time decide.3.
    
    The objects for which the Company is established are unrestricted and shall
include, but without limitation, the following:
 (a)
    
    (i)
    
    To carry on the
business of an
investment company and
to act as promoters and
entrepreneurs and to
carry on business as
financiers, capitalists,
concessionaires,
merchants, brokers,
traders, dealers,
agents, importers and
exporters and to
undertake and carry on
and execute all kinds of
investment, financial,
commercial, mercantile,
trading and other
operations.
 (ii)
    
    To carry on whether
as principals, agents or
otherwise howsoever the
business of realtors,
developers, consultants,
estate agents or
managers, builders,
contractors, engineers,
manufacturers, dealers
in or vendors of all
types of property
including services.
 (b)
    
    To exercise and enforce all rights and powers
conferred by or incidental to the ownership of any
shares, stock, obligations or other securities
including without prejudice to the generality of the
foregoing all such powers of veto or control as may be
conferred by virtue of the holding by the Company of
some special proportion of the issued or nominal amount
thereof, to provide managerial and other executive,
supervisory and consultant services for or in relation
to any company in which the Company is interested upon
such terms as may be thought fit.(c)
    
    To purchase or otherwise acquire, to sell,
exchange, surrender, lease, mortgage, charge, convert,
turn to account, dispose of and deal with real and
personal property and rights of all kinds and, in
particular, mortgages, debentures, produce,
concessions, options, contracts, patents, annuities,
licences, stocks, shares, bonds, policies, book debts,
business concerns, undertakings, claims, privileges and
choses in action of all kinds.
 - 2 -




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(d)
    
    To subscribe for, conditionally or
unconditionally, to underwrite, issue on commission or
otherwise, take, hold, deal in and convert stocks,
shares and securities of all kinds and to enter into
partnership or into any arrangement for sharing
profits, reciprocal concessions or cooperation with any
person or company and to promote and aid in promoting,
to constitute, form or organise any company, syndicate
or partnership of any kind, for the purpose of
acquiring and undertaking any property and liabilities
of the Company or of advancing, directly or indirectly,
the objects of the Company or for any other purpose
which the Company may think expedient.(e)
    
    To stand surety for or to guarantee, support or
secure the performance of all or any of the obligations
of any person, firm or company whether or not related
or affiliated to the Company in any manner and whether
by personal covenant or by mortgage, charge or lien
upon the whole or any part of the undertaking, property
and assets of the Company, both present and future,
including its uncalled capital or by any such method
and whether or not the Company shall receive valuable
consideration thereof.(f)
    
    To engage in or carry on any other lawful trade,
business or enterprise which may at any time appear to
the Directors of the Company capable of being
conveniently carried on in conjunction with any of the
aforementioned businesses or activities or which may
appear to the Directors or the Company likely to be
profitable to the Company.
 In the interpretation of this Memorandum of Association in general and of this Clause
3 in particular no object, business or power specified or mentioned shall be limited
or restricted by reference to or inference from any other object, business or power,
or the name of the Company, or by the juxtaposition of two or more objects, businesses
or powers and that, in the event of any ambiguity in this clause or elsewhere in this
Memorandum of Association, the same shall be resolved by such interpretation and
construction as will widen and enlarge and not restrict the objects, businesses and
powers of and exercisable by the Company.
 - 3 -




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4.
    
    Except as prohibited or limited by the Companies Law (2010 Revision), the Company
shall have full power and authority to carry out any object and shall have and be
capable of from time to time and at all times exercising any and all of the powers at
any time or from time to time exercisable by a natural person or body corporate in
doing in any part of the world whether as principal, agent, contractor or otherwise
whatever may be considered by it necessary for the attainment of its objects and
whatever else may be considered by it as incidental or conducive thereto or
consequential thereon, including, but without in any way restricting the generality of
the foregoing, the power to make any alterations or amendments to this Memorandum of
Association and the Articles of Association of the Company considered necessary or
convenient in the manner set out in the Articles of Association of the Company, and
the power to do any of the following acts or things, viz: to pay all expenses of and
incidental to the promotion, formation and incorporation of the Company; to register
the Company to do business in any other jurisdiction; to sell, lease or dispose of any
property of the Company; to draw, make, accept, endorse, discount, execute and issue
promissory notes, debentures, bills of exchange, bills of lading, warrants and other
negotiable or transferable instruments; to lend money or other assets and to act as
guarantors; to borrow or raise money on the security of the undertaking or on all or
any of the assets of the Company including uncalled capital or without security; to
invest monies of the Company in such manner as the Directors determine; to promote
other companies; to sell the undertaking of the Company for cash or any other
consideration; to distribute assets in specie to Members of the Company; to make
charitable or benevolent donations; to pay pensions or gratuities or provide other
benefits in cash or kind to Directors, officers, employees, past or present and their
families; to purchase Directors and officers liability insurance and to carry on any
trade or business and generally to do all acts and things which, in the opinion of the
Company or the Directors, may be conveniently or profitably or usefully acquired and
dealt with, carried on, executed or done by the Company in connection with the
business aforesaid PROVIDED THAT the Company shall only carry on the businesses for
which a licence is required under the laws of the Cayman Islands when so licensed
under the terms of such laws.5.
    
    The liability of each Member is limited to the amount from time to time unpaid on
such Members shares.6.
    
    The share capital of the Company is US$500,000,000 divided into 4,760,000,000
Ordinary Shares of US$0.10 par value per share, and 240,000,000 Preferred Shares of
US$0.10 par value per share, all 240,000,000 of which are designated as Series A
Redeemable Convertible Preferred Shares of US$0.10 par value per share (the Series A
Preferred Shares) each with power for the Company insofar as is permitted by law, to
redeem or purchase any of its shares and to increase or reduce the said capital
subject to the provisions of the Companies Law (2010 Revision) and the Articles of
Association and to issue any part of its capital, whether original, redeemed or
increased with or without any preference, priority or special privilege or subject to
any postponement of rights or to any conditions or restrictions and so that unless the
conditions of issue shall otherwise expressly declare every issue of shares whether
declared to be preference or otherwise shall be subject to the powers hereinbefore
contained PROVIDED ALWAYS that, notwithstanding any provision to the contrary
contained in this Memorandum of Association, the Company shall have no power to issue
bearer shares, warrants, coupons or certificates. The rights, preferences, privileges
and restrictions of the Series A Preferred Shares are set forth in Schedule 1 to the
Articles of Association.7.
    
    If the Company is registered as exempted, its operations will be carried on
subject to the provisions of the Companies Law (2010 Revision) and, subject to the
provisions of the Companies Law (2010 Revision) and the Articles of Association, it
shall have the power to register by way of continuation as a body corporate limited by
shares under the laws of any jurisdiction outside the Cayman Islands and to be
deregistered in the Cayman Islands.
 - 4 -




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##### 



THE COMPANIES LAW (2010 Revision)
Company Limited by Shares
AMENDED AND RESTATED
ARTICLES OF ASSOCIATION
 OF
 LDK Silicon & Chemical Technology Co., Ltd.
  1.
    
    In these Articles Table A in the Schedule to the Statute does not apply and, unless there be something in the subject or context inconsistent therewith,
 Affiliate
    
    means, in respect of a Person, any other Person that,
directly or indirectly, through one or more
intermediaries, Controls, is Controlled by, or is under
common Control with, such Person, and (a) in the case
of a natural Person, includes, without limitation, such
Persons spouse, parents, children, siblings,
mother-in-law, father-in-law, brothers-in-law and
sisters-in-law, (b) in the case of the holders of
Preferred Shares, includes (i) any Person who holds
Series A Preferred Shares as a nominee for such
Investor pursuant to a written agreement, a copy of
which has been provided to the Company, (ii) any
shareholder of such holders of Preferred Shares, and
(iii) any entity or individual which has a direct and
indirect Controlling interest in such holders of
Preferred Shares (including, if applicable, any general
partner) or any fund manager thereof (but excluding any
shareholders of such fund manager). For the avoidance
of doubt, each of the holders of Preferred Shares shall
not be deemed to be an Affiliate of any Group Member.Articles
    
    means these Articles, which for the avoidance of doubt
includes Schedule 1 hereto, as from time to time
altered by Special Resolution.Auditors
    
    means the persons for the time being performing the
duties of auditors of the Company.Board
    
    means the board of directors of the Company, as
constituted from time to time.CDBC
    
    means China Development Bank Capital Corporation Ltd.
((CHINESE CHARACTER))
and/or its designated offshore entity to be holding shares in the Company.Company
    
    means the above named Company.
 - 5 -




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##### 



Control
    
    Control of a given Person means the power or
authority, whether exercised or not, to direct the
business, management and policies of such Person,
directly or indirectly, whether through the ownership
of voting securities, by contract or otherwise, which
power or authority shall conclusively be presumed to
exist upon possession of beneficial ownership or power
to direct the vote of more than fifty percent (50%) of
the votes entitled to be cast at a meeting of the
members or shareholders of such Person or power to
control the composition of a majority of the board of
directors of such Person; the terms Controlling and
Controlled have meanings correlative to the
foregoing.Directors
    
    means the directors for the time being of the Company.Governmental Authority
    
    means the governments or any political subdivision of
the governments of any nation, state, city, locality,
any entity exercising executive, legislative, judicial,
regulatory or administrative functions of or pertaining
to government, regulation or compliance, and any
corporation or other entity owned or controlled,
through share or capital ownership or otherwise, by any
of the foregoing.Group
    
    means, collectively, the Company, the Hong Kong
Subsidiary, LDK Solar Polysilicon, PV Silicon and other
Subsidiaries of the Company and a Group Member means
any one of them.Hong Kong Subsidiary
    
    means LDK Silicon Holding Co., Limited, a company duly
incorporated and validly existing under the Laws of the
Hong Kong Special Administrative Region of the PRC.LDK Solar Polysilicon
    
    Jiangxi LDK Solar Polysilicon Co., Ltd.
((CHINESE CHARACTER)
LKD(CHINESE CHARACTER)), a company with
limited liability organized and existing under the laws
of the PRC.Member
    
    shall bear the meaning as ascribed to it in the Statute.Ordinary Share
    
    means an ordinary share in the capital of the Company.Person
    
    means any individual, firm, corporation, limited
liability company, partnership, trust, incorporated or
unincorporated association, joint venture, joint stock
company, governmental authority or other entity of any
kind, and shall include any successor (by merger or
otherwise) of such entity.PRC
    
    means the Peoples Republic of China, but solely for
the purposes of this Articles and the other Transaction
Documents excludes Hong Kong, the Macau Special
Administrative Region and Taiwan.Preferred Shares
    
    means preferred shares in the capital of the Company
which may be issued in one or more series. At the date
of adoption of these Articles the Preferred Shares only
comprises Series A Preferred Shares.PV Silicon
    
    Jiangxi LDK PV Silicon Technology Co., Ltd.
((CHINESE CHARACTER) LKD
(CHINESE CHARACTER)), a company with limited
liability organized and existing under the laws of the
PRC.
 - 6 -




---



##### 



Qualified IPO
    
    means a firm-commitment underwritten public offering by
the Company of its Ordinary Shares or by any other
member of the Group of such members shares pursuant to
a registration statement or similar document that is
filed with and declared effective by the applicable
Governmental Authority in accordance with relevant
securities laws of any jurisdiction on an
internationally recognized stock exchange acceptable to
all of the holders of Series A Preferred Shares
(including but not limited to Shanghai Stock Exchange,
Shenzhen Stock Exchange, New York Stock Exchange or the
Stock Exchange of Hong Kong, as applicable), pursuant
to which the public offering shares shall be not less
than 15% of the total outstanding shares of the Company
post public offering, and the offering price of the
public offering shall be, subject to the share split,
combination, share dividend, contribution or other
similar adjustments, (i) not less than US$1.364 per
Share if aforesaid listing occurs within one year
following the issue date of the Series A Preferred
Shares; or (ii) the price as mutually agreed by the
Members and in no event less than US$1.364 per Share if
aforesaid listing takes place after one year following
the issue date of the Series A Preferred Shares.Seal
    
    means the common seal of the Company and includes every
duplicate seal.Secretary
    
    includes an Assistant Secretary and any person
appointed to perform the duties of Secretary of the
Company.Series A Preferred Share
    
    means a series A redeemable convertible preferred share
in the capital of the Company.Shares
    
    means the shares in share capital of the Company from
time to time and as at the date hereof consists of the
Ordinary Shares and Series A Preferred Shares.Solar High-Tech
    
    means Jiangxi LDK Solar High-Tech Co., Ltd.
((CHINESE CHARACTER) LKD
(CHINESE CHARACTER)), a company with
limited liability organized and existing under the laws
of the PRC.Special Resolution
    
    has the same meaning as in the Statute and includes a
resolution approved in writing as described therein.Statute
    
    means the Companies Law of the Cayman Islands as
amended and every statutory modification or
re-enactment thereof for the time being in force.
 - 7 -




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##### 



Subsidiaries
    
    means, with respect to any Person, (i) a corporation or
other entity, of which (x) more than fifty percent
(50%) of the voting power of the voting equity
securities or equity interest is owned, directly or
indirectly, by such Person, or (y) more than fifty
percent (50%) interest in the profits or capital of
such entity are owned or controlled directly or
indirectly by such Person or through one or more
Subsidiaries of such Person, or (ii) any entity whose
assets, or portions thereof, are consolidated with the
net earnings of such Person and are recorded on the
books of such Person for financial reporting purposes
in accordance with HKFRS, or (iii) any entity with
respect to which such Person has the power to otherwise
direct the business and policies of that entity
directly or indirectly through another Subsidiary.
Unless otherwise qualified, all references to a
Subsidiary or to Subsidiaries in this Agreement
shall refer to a Subsidiary or Subsidiaries of the
Company or members of the Group, as applicable.
 Words importing the singular number only include the plural number and vice versa.Words importing the masculine gender only include the feminine gender.Words importing persons only include corporations.References in these Articles to Schedule 1 shall mean a reference to Schedule 1 to these Articles which shall be construed as an integral part of these Articles.2.
    
    The business of the Company may be commenced as soon after incorporation as the Directors shall see fit, notwithstanding that part only of the shares may have been allotted.3.
    
    The Directors may pay, out of the capital or any other monies of the Company, all expenses incurred in or about the formation and establishment of the Company including the
expenses of registration.
 CERTIFICATES FOR SHARES
 4.
    
    Certificates representing shares of the Company shall be in such form as shall be determined by the Directors. Such certificates may be under Seal. All certificates for
shares shall be consecutively numbered or otherwise identified and shall specify the shares to which they relate. The name and address of the person to whom the shares
represented thereby are issued, with the number of shares and date of issue, shall be entered in the register of Members of the Company. All certificates surrendered to the
Company for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and
cancelled. The Directors may authorise certificates to be issued with the seal and authorised signature(s) affixed by some method or system of mechanical process.5.
    
    Notwithstanding Article 4 of these Articles, if a share certificate be defaced, lost or destroyed, it may be renewed on payment of a fee of one dollar (US$l.00) or such
less sum and on such terms (if any) as to evidence and indemnity and the payment of the expenses incurred by the Company in investigating evidence, as the Directors may
prescribe.
 ISSUE OF SHARES
 - 8 -




---



##### 



6.
    

    (a)
    

    Subject to the provisions, if any, in that behalf in the Memorandum of Association and to the provisions of these Articles and to any direction
that may be given by the Company in general meeting and without prejudice to any special rights previously conferred on the holders of existing shares,
the Directors may allot, issue, grant options over or otherwise dispose of shares of the Company (including fractions of a share) with or without
preferred, deferred or other special rights or restrictions, whether in regard to dividends, voting, return of capital or otherwise and to such persons,
at such times and on such other terms as they think proper. The Company shall not issue shares in bearer form.
 (b)
    
    The Ordinary Shares shall participate in the profits and assets of the Company but subject always to being subordinate in their rights to the
Preferred Shares to the extent provided by the terms of issue of the Preferred Shares attached as Schedule 1.(c)
    
    The Preferred Shares shall carry the rights (preferential or otherwise) set forth in these Articles and, in particular, in Schedule 1 attached
hereto. If at any time there shall be any conflict between the provisions of Schedule 1 and the provisions contained in the remainder of the Articles
then the provisions of the Schedule 1 shall prevail.
 7.
    
    The Company shall maintain a register of its Members and every person whose name is entered as a Member in the register of Members shall be entitled without payment to
receive within two months after allotment or lodgement of transfer (or within such other period as the conditions of issue shall provide) one certificate for all his shares or
several certificates each for one or more of his shares upon payment of fifty cents (US$0.50) for every certificate after the first or such less sum as the Directors shall from
time to time determine provided that in respect of a share or shares held jointly by several persons the Company shall not be bound to issue more than one certificate and
delivery of a certificate for a share to one of the several joint holders shall be sufficient delivery to all such holders.
 TRANSFER OF SHARES
 8.
    
    Subject to Schedule 1 and any agreements binding on the Company and as otherwise provided herein, any Member may transfer all or any of his shares by instrument in writing
in any usual or common form or any other form which the Directors may approve. The instrument of transfer shall be executed by or on behalf of the transferor and the transferor
shall be deemed to remain the holder of a share until the name of the transferee is entered in the register in respect thereof.9.
    
    The Directors may decline to register any transfer of shares in the event that, in their belief, any such transfer is in violation of any applicable laws and regulations;
unless any such transfer is supported by a legal opinion of a reputable law firm qualified to practice in the relevant jurisdiction.10.
    
    The registration of transfers may be suspended at such time and for such periods as the Directors may from time to time determine, provided always that such registration
shall not be suspended for more than 45 days in any year.
 - 9 -




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##### 



REDEEMABLE SHARES
 11.
    
    (a)
    

    Subject to Schedule 1 and the provisions of the Statute and the Memorandum of Association and these Articles, shares may
be issued on the terms that they are, or at the option of the Company or the holder are, to be redeemed on such terms and in
such manner as the Company, before the issue of the shares, may by Special Resolution determine.
 (b)
    
    Subject to Schedule 1 and the provisions of the Statute and the Memorandum of Association and these Articles, the Company
may purchase its own shares (including fractions of a share), including any redeemable shares, provided that the manner of
purchase has first been authorised by the Company in general meeting and may make payment therefor in any manner authorised by
the Statute, including out of capital.
 VARIATION OF RIGHTS OF SHARES
 12.
    
    If at any time the share capital of the Company is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of
issue of the shares of that class, including Schedule 1) may, whether or not the Company is being wound up, be varied (a) with respect to Series A Preferred Shares, with the
consent in writing of all Series A Preferred Shareholder or with the sanction of an unanimous resolution passed at a general meeting of the holders of Series A Preferred Shares;
and (b) with respect to any other class, with the consent in writing of the holders of three-fourths of the issued shares of that class, or with the sanction of a Special
Resolution passed at a general meeting of the holders of the shares of that class.
The provisions of these Articles relating to general meetings shall apply to every such general meeting of the holders of the specific class of shares except that the necessary
quorum shall be (a) with respect to Series A Preferred Shares, persons holding or representing by proxy at least 90% of the issued Series A Preferred Shares; or (b) with respect
to other class, persons holding or representing by proxy at least half of the issued shares of the class. Any holder of shares of the class present in person or by proxy may
demand a poll, unless there is only one member of such class, in which case such quorum shall be one person.13.
    
    The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue
of the shares (including as provided in Schedule 1) of that class, be deemed to be varied by the creation or issue of further shares ranking senior, pari passu or subordinate
therewith.
 COMMISSION ON SALE OF SHARES
 14.
    
    The Company may in so far as the Statute from time to time permits pay a commission to any person in consideration of his subscribing or agreeing to subscribe whether
absolutely or conditionally for any shares of the Company. Such commissions may be satisfied by the payment of cash or the lodgement of fully or partly paid-up shares or partly
in one way and partly in the other. The Company may also on any issue of shares pay such brokerage as may be lawful.
 NON-RECOGNITION OF TRUSTS
 - 10 -




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##### 



15.
    
    No person shall be recognised by the Company as holding any share upon any trust and the Company shall not be bound by or be compelled in any way to recognise (even when
having notice thereof) any equitable, contingent, future, or partial interest in any share, or any interest in any fractional part of a share, or (except only as is otherwise
provided by these Articles or the Statute) any other rights in respect of any share except an absolute right to the entirety thereof in the registered holder.
 LIEN ON SHARES
 16.
    
    The Company shall have a first and paramount lien and charge on all shares (whether fully paid-up or not) registered in the name of a Member (whether solely or jointly with
others) for all debts, liabilities or engagements to or with the Company (whether presently payable or not) by such Member or his estate, either alone or jointly with any other
person, whether a Member or not, but the Directors may at any time declare any share to be wholly or in part exempt from the provisions of this Article. The registration of a
transfer of any such share shall operate as a waiver of the Companys lien (if any) thereon. The Companys lien (if any) on a share shall extend to all dividends or other monies
payable in respect thereof.17.
    
    The Company may sell, in such manner as the Directors think fit, any shares on which the Company has a lien, but no sale shall be made unless a sum in respect of which the
lien exists is presently payable, nor until the expiration of fourteen days after a notice in writing stating and demanding payment of such part of the amount in respect of
which the lien exists as is presently payable, has been given to the registered holder or holders for the time being of the share, or the person, of which the Company has
notice, entitled thereto by reason of his death or bankruptcy.18.
    
    To give effect to any such sale the Directors may authorise some person to transfer the shares sold to the purchaser thereof. The purchaser shall be registered as the
holder of the shares comprised in any such transfer, and he shall not be bound to see to the application of the purchase money, nor shall his title to the shares be affected by
any irregularity or invalidity in the proceedings in reference to the sale.19.
    
    The proceeds of such sale shall be received by the Company and applied in payment of such part of the amount in respect of which the lien exists as is presently payable and
the residue, if any, shall (subject to a like lien for sums not presently payable as existed upon the shares before the sale) be paid to the person entitled to the shares at the
date of the sale.
 CALL ON SHARES
 20.
    
    (a)
    

    The Directors may from time to time make calls upon the Members in respect of any monies unpaid on their shares (whether
on account of the nominal value of the shares or by way of premium or otherwise) and not by the conditions of allotment thereof
made payable at fixed terms, provided that no call shall be payable at less than one month from the date fixed for the payment
of the last preceding call, and each Member shall (subject to receiving at least fourteen days notice specifying the time or
times of payment) pay to the Company at the time or times so specified the amount called on the shares. A call may be revoked
or postponed as the Directors may determine. A call may be made payable by instalments.
 (b)
    
    A call shall be deemed to have been made at the time when the resolution of the Directors authorising such call was passed.(c)
    
    The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.
 - 11 -




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##### 



21.
    
    If a sum called in respect of a share is not paid before or on a day appointed for payment thereof, the persons from whom the sum is due shall pay interest on the sum from
the day appointed for payment thereof to the time of actual payment at such rate not exceeding ten per cent per annum as the Directors may determine, but the Directors shall be
at liberty to waive payment of such interest either wholly or in part.22.
    
    Any sum which by the terms of issue of a share becomes payable on allotment or at any fixed date, whether on account of the nominal value of the share or by way of premium
or otherwise, shall for the purposes of these Articles be deemed to be a call duly made, notified and payable on the date on which by the terms of issue the same becomes
payable, and in the case of non-payment all the relevant provisions of these Articles as to payment of interest forfeiture or otherwise shall apply as if such sum had become
payable by virtue of a call duly made and notified.23.
    
    The Directors may, on the issue of shares, differentiate between the holders as to the amount of calls or interest to be paid and the times of payment.
 24.
    
    (a)
    

    The Directors may, if they think fit, receive from any Member willing to advance the same, all or any part of the monies
uncalled and unpaid upon any shares held by him, and upon all or any of the monies so advanced may (until the same would but
for such advances, become payable) pay interest at such rate not exceeding (unless the Company in general meeting shall
otherwise direct) seven percent per annum, as may be agreed upon between the Directors and the Member paying such sum in
advance.
 (b)
    
    No such sum paid in advance of calls shall entitle the Member paying such sum to any portion of a dividend declared in
respect of any period prior to the date upon which such sum would, but for such payment, become presently payable.
 FORFEITURE OF SHARES
 25.
    
    (a)
    

    If a Member fails to pay any call or instalment of a call or to make any payment required by the terms of issue on the day
appointed for payment thereof, the Directors may, at any time thereafter during such time as any part of the call, instalment
or payment remains unpaid, give notice requiring payment of so much of the call, instalment or payment as is unpaid, together
with any interest which may have accrued and all expenses that have been incurred by the Company by reason of such non-payment.
Such notice shall name a day (not earlier than the expiration of fourteen days from the date of giving of the notice) on or
before which the payment required by the notice is to be made, and shall state that, in the event of non-payment at or before
the time appointed the shares in respect of which such notice was given will be liable to be forfeited.
 (b)
    
    If the requirements of any such notice as aforesaid are not complied with, any share in respect of which the notice has
been given may at any time thereafter, before the payment required by the notice has been made, be forfeited by a resolution of
the Directors to that effect. Such forfeiture shall include all dividends declared in respect of the forfeited share and not
actually paid before the forfeiture.(c)
    
    A forfeited share may be sold or otherwise disposed of on such terms and in such manner as the Directors think fit and at

any time before a sale or disposition the forfeiture may be cancelled on such terms as the Directors think fit.
 - 12 -




---



##### 



26.
    
    A person whose shares have been forfeited shall cease to be a Member in respect of the forfeited shares, but shall, notwithstanding, remain liable to pay to the Company all
monies which, at the date of forfeiture were payable by him to the Company in respect of the shares together with interest thereon, but his liability shall cease if and when the
Company shall have received payment in full of all monies whenever payable in respect of the shares.27.
    
    A certificate in writing under the hand of one Director or the Secretary of the Company that a share in the Company has been duly forfeited on a date stated in the
declaration shall be conclusive evidence of the fact therein stated as against all persons claiming to be entitled to the share. The Company may receive the consideration given
for the share on any sale or disposition thereof and may execute a transfer of the share in favour of the person to whom the share is sold or disposed of and he shall thereupon
be registered as the holder of the share and shall not be bound to see to the application of the purchase money, if any, nor shall his title to the share be affected by any
irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the share.28.
    
    The provisions of these Articles as to forfeiture shall apply in the case of non-payment of any sum which, by the terms of issue of a share, becomes payable at a fixed
time, whether on account of the nominal value of the share or by way of premium as if the same had been payable by virtue of a call duly made and notified.
 REGISTRATION OF EMPOWERING INSTRUMENTS
 29.
    
    The Company shall be entitled to charge a fee not exceeding one dollar (US$l.00) on the registration of every probate, letters of administration, certificate of death or
marriage, power of attorney, or other instrument.
 TRANSMISSION OF SHARES
 30.
    
    In case of the death of a Member, the survivor or survivors where the deceased was a joint holder, and the legal personal representatives of the deceased where he was a
sole holder, shall be the only persons recognised by the Company as having any title to his interest in the shares, but nothing herein contained shall release the estate of any
such deceased holder from any liability in respect of any shares which had been held by him solely or jointly with other persons.
 31.
    
    (a)
    

    Any person becoming entitled to a share in consequence of the death or bankruptcy or liquidation or dissolution of a
Member (or in any other way than by transfer) may, upon such evidence being produced as may from time to time be required by
the Directors and subject as hereinafter provided, elect either to be registered himself as holder of the share or to make such
transfer of the share to such other person nominated by him as the deceased or bankrupt person could have made and to have such
person registered as the transferee thereof, but the Directors shall, in either case, have the same right to decline or suspend
registration as they would have had in the case of a transfer of the share by that Member before his death or bankruptcy as the
case may be.
 (b)
    
    If the person so becoming entitled shall elect to be registered himself as holder he shall deliver or send to the Company
a notice in writing signed by him stating that he so elects.
 - 13 -




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##### 



32.
    
    A person becoming entitled to a share by reason of the death or bankruptcy or liquidation or dissolution of the holder (or in any other case than by transfer) shall be
entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the share, except that he shall not, before being
registered as a Member in respect of the share, be entitled in respect of it to exercise any right conferred by membership in relation to meetings of the Company PROVIDED
HOWEVER that the Directors may at any time give notice requiring any such person to elect either to be registered himself or to transfer the share and if the notice is not
complied with within ninety days the Directors may thereafter withhold payment of all dividends, bonuses or other monies payable in respect of the share until the requirements
of the notice have been complied with.
 AMENDMENT OF MEMORANDUM OF ASSOCIATION, CHANGE OF
LOCATION OF REGISTERED OFFICE & ALTERATION OF CAPITAL
 33.
    

    (a)
    

    Subject to and in so far as permitted by the provisions of the Statute and the terms hereof, including Schedule 1, the
Company may from time to time by Special Resolution alter or amend its Memorandum of Association and may, without restricting
the generality of the foregoing:
 (i)
    
    increase the share capital by such sum to be divided into shares of such amount or
without nominal or par value as the resolution shall prescribe and with such rights,
priorities and privileges annexed thereto, as the Company in general meeting may determine;(ii)
    
    consolidate and divide all or any of its share capital into shares of larger amount
than its existing shares;(iii)
    
    by subdivision of its existing shares or any of them divide the whole or any part of
its share capital into shares of smaller amount than is fixed by the Memorandum of
Association or into shares without nominal or par value;(iv)
    
    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.
 (b)
    
    All new shares created hereunder shall be subject to the same provisions with reference to the payment of calls, liens,
transfer, transmission, forfeiture and otherwise as the shares in the original share capital.(c)
    
    Subject to Schedule 1 and the provisions of the Statute, the Company may by Special Resolution change its name or alter
its objects.(d)
    
    Without prejudice to Article 11 hereof and subject to the provisions of the Statute and the provisions of Schedule 1, the
Company may by Special Resolution reduce its share capital and any capital redemption reserve fund.(e)
    
    Subject to the provisions of the Statute and the provisions of Schedule 1, the Company may by resolution of the Directors
change the location of its registered office.
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CLOSING REGISTER OF MEMBERS OR FIXING RECORD DATE
 34.
    
    For the purpose of determining Members entitled to notice of or to vote at any meeting of Members or any adjournment thereof, or Members entitled to receive payment of any
dividend, or in order to make a determination of Members for any other proper purpose, the Directors of the Company may provide that the register of Members shall be closed for
transfers for a stated period but not to exceed in any case 40 days. If the register of Members shall be so closed for the purpose of determining Members entitled to notice of
or to vote at a meeting of Members such register shall be so closed for at least ten days immediately preceding such meeting and the record date for such determination shall be
the date of the closure of the register of Members.35.
    
    In lieu of or apart from closing the register of Members, the Directors may fix in advance a date as the record date for any such determination of Members entitled to
notice of or to vote at a meeting of the Members and for the purpose of determining the Members entitled to receive payment of any dividend the Directors may, at or within 90
days prior to the date of declaration of such dividend fix a subsequent date as the record date for such determination.36.
    
    If the register of Members is not so closed and no record date is fixed for the determination of Members entitled to notice of or to vote at a meeting of Members or Members
entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Directors declaring such dividend is
adopted, as the case may be, shall be the record date for such determination of Members. When a determination of Members entitled to vote at any meeting of Members has been made
as provided in this section, such determination shall apply to any adjournment thereof.
 GENERAL MEETING
 37.
    
    (a)
    

    Subject to paragraph (c) hereof, the Company shall within one year of its incorporation and in each year of its existence
thereafter hold a general meeting as its annual general meeting and shall specify the meeting as such in the notices calling
it. The annual general meeting shall be held at such time and place as the Directors shall appoint and if no other time and
place is prescribed by them, it shall be held at the registered office on the second Wednesday in December of each year at ten
oclock in the morning.
 (b)
    
    At these meetings the report of the Directors (if any) shall be presented.(c)
    
    If the Company is exempted as defined in the Statute it may but shall not be obliged to hold an annual general meeting.
 38.
    
    (a)
    


    The Directors may whenever they think fit, and the Directors on the requisition of any Member shall, call a general
meeting of the Company.
 (b)
    
    The requisition must state the objects of the meeting and must be signed by the requisitionists and deposited at the
registered office of the Company and may consist of several documents in like form each signed by one or more requisitionists.(c)
    
    If the Directors do not within 21 days from the date of the deposit of the requisition duly proceed to convene a general
meeting, the requisitionists, or any of them representing more than one-half of the total voting rights of all of them, may
themselves convene a general meeting, but any meeting so convened shall not be held after the expiration of three months after
the expiration of the said 21 days.
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(d)
    
    A general meeting convened as aforesaid by requisitionists shall be convened in the same manner as nearly as possible as
that in which general meetings are to be convened by Directors.
 NOTICE OF GENERAL MEETINGS
 39.
    
    An annual general meeting or any other general meeting shall be held (and may be attended by the Members in person or by means of a video or telephone conference) at least
once every year and shall be called by at least twenty-one (21) clear calendar days notice. Notwithstanding the foregoing, a general meeting may be called by shorter notice if
it is so agreed by all the Members entitled to attend and vote thereat. Every notice shall be exclusive of the day on which it is given or deemed to be given and of the day for
which it is given and shall specify the place, the day and the hour of the meeting and the general nature of the business and shall be given in manner hereinafter mentioned or
in such other manner if any as may be prescribed by the Company.40.
    
    The accidental omission to give notice of a general meeting to, or the non-receipt of notice of a meeting by any person entitled to receive notice shall not invalidate the
proceedings of that meeting.
 PROCEEDINGS AT GENERAL MEETINGS
 41.
    
    No business shall be transacted at any general meeting unless a quorum of Members is present at the time when the meeting proceeds to business; subject to Schedule 1,
the quorum for any general meeting shall be members holding at least 75% of the Ordinary Shares and all the Preferred Shares at such time, provided always that if
the Company has one Member of record the quorum shall be that one Member present in person or by proxy.42.
    
    A resolution (including a Special Resolution) in writing (in one or more counterparts) signed by all Members for the time being entitled to receive notice of and to attend
and vote at general meetings (or being corporations by their duly authorised representatives) shall be as valid and effective as if the same had been passed at a general meeting
of the Company duly convened and held.43.
    
    If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of Members, shall be dissolved and in
any other case it shall stand adjourned. At least five (5) clear calendar days notice of the reconvened meeting shall be given unless all of the members entitled to attend and
vote thereat agree to waive such notice. At the reconvened meeting, the required quorum shall be members holding at least 50% of the Ordinary Shares and 85% of the Preferred
Shares at such time. If at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting the Members present shall be a quorum.44.
    
    The Chairman, if any, of the Board of Directors shall preside as Chairman at every general meeting of the Company, or if there is no such Chairman, or if he shall not be
present within fifteen minutes after the time appointed for the holding of the meeting, or is unwilling to act, the Directors present shall elect one of their number to be
Chairman of the meeting.45.
    
    If at any general meeting no Director is willing to act as Chairman or if no Director is present within fifteen minutes after the time appointed for holding the meeting,
the Members present shall choose one of their members to be Chairman of the meeting.
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46.
    
    The Chairman may, with the consent of any general meeting duly constituted hereunder, and shall if so directed by the meeting, adjourn the meeting from time to time and
from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
When a general meeting is adjourned for 30 days or more, notice of the adjourned meeting shall be given as in the case of an original meeting; save as aforesaid it shall not be
necessary to give any notice of an adjournment or of the business to be transacted at an adjourned general meeting.47.
    
    At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is, before or on the declaration of the result of the
show of hands, demanded by the Chairman or any other Member present in person or by proxy.48.
    
    Unless a poll be so demanded a declaration by the Chairman that a resolution has on a show of hands been carried, or carried unanimously, or by a particular majority, or
lost, and an entry to that effect in the Companys Minute Book containing the Minutes of the proceedings of the meeting shall be conclusive evidence of that fact without proof
of the number or proportion of the votes recorded in favour of or against such resolution.49.
    
    The demand for a poll may be withdrawn.50.
    
    Except as provided in Article 52, if a poll is duly demanded it shall be taken in such manner as the Chairman directs and the result of the poll shall be deemed to be the
resolution of the general meeting at which the poll was demanded.51.
    
    In the case of an equality of votes, whether on a show of hands or on a poll, the Chairman of the general meeting at which the show of hands takes place or at which the
poll is demanded, shall not be entitled to a second or casting vote.52.
    
    A poll demanded on the election of a Chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such time as
the Chairman of the general meeting directs and any business other than that upon which a poll has been demanded or is contingent thereon may be proceeded with pending the
taking of the poll.
 VOTES OF MEMBERS
 53.
    
    Subject to any rights or restrictions for the time being attached to any class or classes of shares, on a show of hands every Member of record present in person or by proxy
at a general meeting shall have one vote and on a poll every Member of record present in person or by proxy shall have one vote for each share registered in his name in the
register of Members.54.
    
    In the case of joint holders of record the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the
other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of Members.55.
    
    A Member of unsound mind, or in respect of whom an order has been made by any court, having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by
his committee, receiver, curator bonis, or other person in the nature of a committee, receiver or curator bonis appointed by that court, and any such committee, receiver,
curator bonis or other persons may vote by proxy.
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56.
    
    No Member shall be entitled to vote at any general meeting unless he is registered as a shareholder of the Company on the record date for such meeting nor unless all calls
or other sums presently payable by him in respect of shares in the Company have been paid.57.
    
    Members may participate in a general meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting
can hear each other and participation in a meeting pursuant to this provision shall constitute presence in person at such meeting. No objection shall be raised to the
qualification of any voter except at the general meeting or adjourned general meeting at which the vote objected to is given or tendered and every vote not disallowed at such
general meeting shall be valid for all purposes. Any such objection made in due time shall be referred to the Chairman of the general meeting whose decision shall be final and
conclusive.58.
    
    On a poll or on a show of hands votes may be given either personally or by proxy.
 PROXIES
 59.
    
    The instrument appointing a proxy shall be in writing and shall be executed under the hand of the appointor or of his attorney duly authorised in writing, or, if the
appointor is a corporation under the hand of an officer or attorney duly authorised in that behalf. A proxy need not be a Member of the Company.60.
    
    The instrument appointing a proxy shall be deposited at the registered office of the Company or at such other place as is specified for that purpose in the notice convening
the meeting no later than the time for holding the meeting, or adjourned meeting provided that the Chairman of the Meeting may at his discretion direct that an instrument of
proxy shall be deemed to have been duly deposited upon receipt of telex, cable or telecopy confirmation from the appointor that the instrument of proxy duly signed is in the
course of transmission to the Company.61.
    
    The instrument appointing a proxy may be in any usual or common form and may be expressed to be for a particular meeting or any adjournment thereof or generally until
revoked. An instrument appointing a proxy shall be deemed to include the power to demand or join or concur in demanding a poll.62.
    
    A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal or revocation of the
proxy or of the authority under which the proxy was executed, or the transfer of the share in respect of which the proxy is given provided that no intimation in writing of such
death, insanity, revocation or transfer as aforesaid shall have been received by the Company at the registered office before the commencement of the general meeting, or
adjourned meeting at which it is sought to use the proxy.63.
    
    Any corporation which is a Member of record of the Company may in accordance with its Articles or in the absence of such provision by resolution of its Directors or other
governing body authorise such person as it thinks fit to act as its representative at any meeting of the Company or of any class of Members 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 the corporation could exercise if it were an individual Member of
record of the Company.64.
    
    Shares of its own capital belonging to the Company or held by it in a fiduciary capacity shall not be voted, directly or indirectly, at any meeting and shall not be counted
in determining the total number of outstanding shares at any given time.
 DIRECTORS
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##### 



65.
    
    There shall be a Board of Directors consisting of a maximum of ten persons (exclusive of alternate Directors) who shall be appointed, subject to Schedule 1 of these
Articles, in accordance with articles 95 and 96 of these Articles; PROVIDED HOWEVER that, subject to Schedule 1, the Company may from time to time by ordinary resolution
increase or reduce the limits in the number of Directors.66.
    
    The remuneration to be paid to the Directors shall be such remuneration as the Directors shall determine. Such remuneration shall be deemed to accrue from day to day. The
Directors shall also be entitled to be paid their travelling, hotel and other expenses properly incurred by them in going to, attending and returning from meetings of the
Directors, or any committee of the Directors, or general meetings of the Company, or otherwise in connection with the business of the Company, or to receive a fixed allowance in
respect thereof as may be determined by the Directors from time to time, or a combination partly of one such method and partly the other.67.
    
    The Directors may by resolution award special remuneration to any Director of the Company undertaking any special work or services for, or undertaking any special mission
on behalf of, the Company other than his ordinary routine work as a Director. Any fees paid to a Director who is also counsel or solicitor to the Company, or otherwise serves it
in a professional capacity shall be in addition to his remuneration as a Director.68.
    
    Subject to Schedule 1, a Director or alternate Director may hold any other office or place of profit under the Company (other than the office of Auditor) in conjunction
with his office of Director for such period and on such terms as to remuneration and otherwise as the Directors may determine.69.
    
    A Director or alternate Director may act by himself or his firm in a professional capacity for the Company and he or his firm shall be entitled to remuneration for
professional services as if he were not a Director or alternate Director.70.
    
    A shareholding qualification for Directors may be fixed by the Company in general meeting, but unless and until so fixed no qualification shall be required.71.
    
    A Director or alternate Director of the Company may be or become a director or other officer of or otherwise interested in any company promoted by the Company or in which
the Company may be interested as shareholder or otherwise and no such Director or alternate Director shall be accountable to the Company for any remuneration or other benefits
received by him as a director or officer of, or from his interest in, such other company.72.
    
    No person shall be disqualified from the office of Director or alternate Director or prevented by such office from contracting with the Company, either as vendor, purchaser
or otherwise, nor shall any such contract or any contract or transaction entered into by or on behalf of the Company in which any Director or alternate Director shall be in any
way interested be or be liable to be avoided, nor shall any Director or alternate Director so contracting or being so interested be liable to account to the Company for any
profit realised by any such contract or transaction by reason of such Director holding office or of the fiduciary relation thereby established. A Director (or his alternate
Director in his absence) shall be at liberty to vote in respect of any contract or transaction in which he is so interested as aforesaid PROVIDED HOWEVER that the nature of the
interest of any Director or alternate Director in any such contract or transaction shall be disclosed by him or the alternate Director appointed by him at or prior to its
consideration and any vote thereon.
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73.
    
    A general notice that a Director or alternate Director is a shareholder of any specified firm or company and is to be regarded as interested in any transaction with such
firm or company shall be sufficient disclosure under Article 72 and after such general notice it shall not be necessary to give special notice relating to any particular
transaction.
 ALTERNATE DIRECTORS
 74.
    
    Subject to the exception contained in Article 82, a Director who expects to be unable to attend Directors Meetings because of absence, illness or otherwise may appoint any
person to be an alternate Director to act in his stead and such appointee whilst he holds office as an alternate Director shall, in the event of absence therefrom of his
appointor, be entitled to attend meetings of the Directors and to vote thereat and to do, in the place and stead of his appointor, any other act or thing which his appointor is
permitted or required to do by virtue of his being a Director as if the alternate Director were the appointor, other than appointment of an alternate to himself, and he shall
ipso factovacate office if and when his appointor ceases to be a Director or removes the appointee from office. Any appointment or removal under this Article shall be effected
by notice in writing under the hand of the Director making the same.
 POWERS AND DUTIES OF DIRECTORS
 75.
    
    The business of the Company shall be managed by the Directors who may pay all expenses incurred in promoting, registering and setting up the Company, and may exercise all
such powers of the Company as are not, from time to time by the Statute, or by these Articles, or such regulations, being not inconsistent with the aforesaid, as may be
prescribed by the Company in general meeting required to be exercised by the Company in general meeting PROVIDED HOWEVER that no regulations made by the Company in general
meeting shall invalidate any prior act of the Directors which would have been valid if that regulation had not been made. Notwithstanding the foregoing generality, the Directors
shall not, without complying with the Director Consent set forth in Schedule 1, take any action described in Article 5.3 in Schedule 1.76.
    
    The Directors may from time to time and at any time by powers of attorney appoint any company, firm, person or body of persons, whether nominated directly or indirectly by
the Directors, to be the attorney or attorneys of the Company for such purpose and with such powers, authorities and discretions (not exceeding those vested in or exercisable by
the Directors under these Articles) and for such period and subject to such conditions as they may think fit, and any such powers of attorney may contain such provisions for the
protection and convenience of persons dealing with any such attorneys as the Directors may think fit and may also authorise any such attorney to delegate all or any of the
powers, authorities and discretions vested in him.77.
    
    All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments and all receipts for monies paid to the Company shall be signed, drawn, accepted,
endorsed or otherwise executed as the case may be in such manner as the Directors shall from time to time by resolution determine.78.
    
    The Directors shall cause minutes to be made in books provided for the purpose:
 (a)
    
    of all appointments of officers made by the Directors;(b)
    
    of the names of the Directors (including those represented thereat by an alternate or by proxy) present at each meeting of
the Directors and of any committee of the Directors;
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(c)
    
    of all resolutions and proceedings at all meetings of the Company and of the Directors and of committees of Directors.
 79.
    
    The Directors on behalf of the Company may pay a gratuity or pension or allowance on retirement to any Director who has held any other salaried office or place of profit
with the Company or to his widow or dependants and may make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance.80.
    
    Subject to these Articles including without limitation to Schedule 1, the Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its
undertaking, property and uncalled capital or any part thereof and to issue debentures, debenture stock and other securities whether outright or as security for any debt,
liability or obligation of the Company or of any third party.
 MANAGEMENT
 81.


    

    (a)
    


    The Directors may from time to time provide for the management of the affairs of the Company in such manner as they shall
think fit and the provisions contained in the three next following paragraphs shall be without prejudice to the general powers
conferred by this paragraph.
 (b)
    
    The Directors from time to time and at any time may establish any committees, local boards or agencies for managing any of
the affairs of the Company and may appoint any persons to be members of such committees or local boards or any managers or
agents and may fix their remuneration.(c)
    
    The Directors from time to time and at any time may delegate to any such committee, local board, manager or agent any of
the powers, authorities and discretions for the time being vested in the Directors and may authorise the members for the time
being of any such local board, or any of them to fill up any vacancies therein and to act notwithstanding vacancies and any
such appointment or delegation may be made on such terms and subject to such conditions as the Directors may think fit and the
Directors may at any time remove any person so appointed and may annul or vary any such delegation, but no person dealing in
good faith and without notice of any such annulment or variation shall be affected thereby.(d)
    
    Any such delegates as aforesaid may be authorised by the Directors to subdelegate all or any of the powers, authorities,
and discretions for the time being vested in them.
 MANAGING DIRECTORS
 82.
    
    The Directors may, from time to time, appoint one or more of their body (but not an alternate Director) to the office of Managing Director for such term and at such
remuneration (whether by way of salary, or commission, or participation in profits, or partly in one way and partly in another) as they may think fit but his appointment shall
be subject to determination ipso factoif he ceases from any cause to be a Director and no alternate Director appointed by him can act in his stead as a Director or Managing
Director.83.
    
    The Directors may entrust to and confer upon a Managing Director any of the powers exercisable by them upon such terms and conditions and with such restrictions as they may
think fit and either collaterally with or to the exclusion of their own powers and may from time to time revoke, withdraw, alter or vary all or any of such powers.
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PROCEEDINGS OF DIRECTORS
 84.
    
    Except as otherwise provided by these Articles, the Directors shall meet together no less than once every half year for the despatch of business, convening, adjourning and
otherwise regulating their meetings as they think fit. Questions arising at any meeting shall be decided by a majority of votes of the Directors and alternate Directors present
at a meeting at which there is a quorum, the vote of an alternate Director not being counted if his appointer be present at such meeting. In case of an equality of votes, the
Chairman shall not have a second or casting vote.85.
    
    A Director or alternate Director may, and the Secretary on the requisition of a Director or alternate Director shall, at any time summon a meeting of the Directors by at
least five (5) days notice in writing to every Director and alternate Director which notice shall set forth the general nature of the business to be considered unless notice is
waived by all the Directors (or their alternates) either at, before or after the meeting is held and PROVIDED FURTHER if notice is given in person, by cable, telex or telecopy
the same shall be deemed to have been given on the day it is delivered to the Directors or transmitting organisation as the case may be. The provisions of Article 40 shall apply
mutatis mutandiswith respect to notices of meetings of Directors.86.
    
    The quorum necessary for the transaction of the business of the Directors shall be half or more than half of the total number            of Directors then in office
including one Director appointed by CDBC, provided, however, that if such quorum cannot be obtained for a Board meeting after two (2) consecutive notices of Board meetings have
been sent by the Company with the first notice providing not less than five (5) days prior notice and the second notice providing not less than two (2) days prior notice, then
the attendance of any two Directors shall constitute a quorum. A Director and his appointed alternate Director being considered only one person for this purpose, provided
always, that if there shall at any time be only a sole Director, the quorum shall be one. For the purposes of this Article an alternate Director or proxy appointed by a Director
shall be counted in a quorum at a meeting at which the Director appointing him is not present.87.
    
    The continuing Directors may act notwithstanding any vacancy in their body, but if and so long as their number is reduced below the number fixed by or pursuant to these
Articles as the necessary quorum of Directors the continuing Directors or Director 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.88.
    
    The Directors may elect a Chairman of their Board and determine the period for which he is to hold office; but if no such Chairman is elected, or if at any meeting the
Chairman is not present within five minutes after the time appointed for holding the same, the Directors present may choose one of their number to be Chairman of the meeting.89.
    
    The Directors may delegate any of their powers to committees consisting of such member or members of the Board of Directors (including Alternate Directors in the absence of
their appointors) as they think fit; any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on it by the
Directors.90.
    
    A committee may meet and adjourn as it thinks proper. Questions arising at any meeting shall be determined by a majority of votes of the members present, and in the case of
an equality of votes the Chairman shall not have a second or casting vote.
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91.
    
    All acts done by any meeting of the Directors or of a committee of Directors (including any person acting as an alternate Director) shall, notwithstanding that it be
afterwards discovered that there was some defect in the appointment of any Director or alternate Director, or that they or any of them were disqualified, be as valid as if every
such person had been duly appointed and qualified to be a Director or alternate Director as the case may be.92.
    
    Members of the Board of Directors or of any committee thereof may participate in a meeting of the Board or of such committee by means of conference telephone or similar
communications equipment by means of which all persons participating in the meeting can hear each other and participation in a meeting pursuant to this provision shall
constitute presence in person at such meeting. A resolution in writing (in one or more counterparts), signed by all the Directors for the time being or all the members of a
committee of Directors (an alternate Director being entitled to sign such resolution on behalf of his appointor) shall be as valid and effectual as if it had been passed at a
meeting of the Directors or committee as the case may be duly convened and held.
 93.
    

    (a)
    


    A Director may be represented at any meetings of the Board of Directors by a proxy appointed by him in which event the
presence or vote of the proxy shall for all purposes be deemed to be that of the Director.
 (b)
    
    The provisions of Articles 59-62 shall mutatis mutandisapply to the appointment of proxies by Directors.
 VACATION OF OFFICE OF DIRECTOR
 94.
    
    The office of a Director shall be vacated:
 (a)
    
    if he gives notice in writing to the Company that he resigns the office of Director;(b)
    
    if he absents himself (without being represented by proxy or an alternate Director appointed by him) from three
consecutive meetings of the Board of Directors without special leave of absence from the Directors, and they pass a resolution
that he has by reason of such absence vacated office;(c)
    
    if he dies, becomes bankrupt or makes any arrangement or composition with his creditors generally;(d)
    
    if he is found a lunatic or becomes of unsound mind;(e)
    
    if he is removed from office under the provisions of these Articles.
 APPOINTMENT AND REMOVAL OF DIRECTORS
 95.
    
    Subject to Schedule 1 and the terms hereof, the Company may by ordinary resolution appoint any person to be a Director and may in like manner remove any Director and may in
like manner appoint another person in his stead.96.
    
    Subject to Schedule 1 and the terms hereof, the Directors shall have power at any time and from time to time to appoint any person to be a Director, either to fill a casual
vacancy or as an addition to the existing Directors but so that the total amount of Directors (exclusive of alternate Directors) shall not at any time exceed the number fixed in
accordance with these Articles.
 PRESUMPTION OF ASSENT
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---



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97.
    
    A Director of the Company who is present at a meeting of the Board of Directors at which action on any Company matter is taken shall be presumed to have assented to the
action taken unless his dissent shall be entered in the Minutes of the meeting or unless he shall file his written dissent from such action with the person acting as the
Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to such person immediately after the adjournment of the meeting. Such
right to dissent shall not apply to a Director who voted in favour of such action.
 SEAL
 98.
    


    (a)
    


    The Company may, if the Directors so determine, have a Seal which shall, subject to paragraph (c) hereof, only be used by
the authority of the Directors or of a committee of the Directors authorised by the Directors in that behalf and every
instrument to which the Seal has been affixed shall be signed by one person who shall be either a Director or the Secretary or
Secretary-Treasurer or some person appointed by the Directors for the purpose.
 (b)
    
    The Company may have for use in any place or places outside the Cayman Islands a duplicate Seal or Seals each of which
shall be a facsimile of the Common Seal of the Company and, if the Directors so determine, with the addition on its face of the
name of every place where it is to be used.(c)
    
    A Director, Secretary or other officer or representative or attorney may without further authority of the Directors affix
the Seal of the Company over his signature alone to any document of the Company required to be authenticated by him under Seal
or to be filed with the Registrar of Companies in the Cayman Islands or elsewhere wheresoever.
 OFFICERS
 99.
    
    The Company may have a President, a Secretary or Secretary-Treasurer appointed by the Directors who may also from time to time appoint such other officers as they consider
necessary, all for such terms, at such remuneration and to perform such duties, and subject to such provisions as to disqualification and removal as the Directors from time to
time prescribe. The appointment of any officers or new key management members of the Company, other than the President of the Company, must be discussed and approved by the
Directors.
 DIVIDENDS, DISTRIBUTIONS AND RESERVE
 100.
    
    Subject to Schedule 1, the Statute, and these Articles, the Directors may from time to time declare dividends (including interim dividends) and distributions on shares of
the Company outstanding and authorise payment of the same out of the funds of the Company lawfully available therefore.101.
    
    The Directors may, before declaring any dividends or distributions, set aside such sums as they think proper as a reserve or reserves which shall at the discretion of the
Directors, be applicable for any purpose of the Company and pending such application may, at the like discretion, be employed in the business of the Company.102.
    
    No dividend or distribution shall be payable except out of the profits of the Company, realised or unrealised, or out of the share premium account or as otherwise permitted
by the Statute.
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##### 



103.
    
    Subject to the rights of persons, including the holders of Preferred Shares as provided on Schedule 1, entitled to shares with special rights as to dividends or
distributions, if dividends or distributions are to be declared on a class of shares they shall be declared and paid according to the amounts paid or credited as paid on the
shares of such class outstanding on the record date for such dividend or distribution as determined in accordance with these Articles but no amount paid or credited as paid on a
share in advance of calls shall be treated for the purpose of this Article as paid on the share.104.
    
    The Directors may deduct from any dividend or distribution payable to any Member all sums of money (if any) presently payable by him to the Company on account of calls or
otherwise.105.
    
    The Directors may declare that any dividend or distribution be paid wholly or partly by the distribution of specific assets and in particular of paid up shares, debentures,
or debenture stock of any other company or in any one or more of such ways and where any difficulty arises in regard to such distribution, the Directors may settle the same as
they think expedient and in particular may issue fractional certificates and 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 Members and may vest any such specific assets in trustees
as may seem expedient to the Directors.106.
    
    Any dividend, distribution, interest or other monies payable in cash in respect of shares may be paid by cheque or warrant sent through the post directed to the registered
address of the holder or, in the case of joint holders, to the holder who is first named on the register of Members or to such person and to such address as such holder or joint
holders may in writing direct. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent. Any one of two or more joint holders may give
effectual receipts for any dividends, bonuses, or other monies payable in respect of the share held by them as joint holders.107.
    
    No dividend or distribution shall bear interest against the Company.
 CAPITALISATION
 108.
    
    Subject to Schedule 1, the Company may upon the recommendation of the Directors by ordinary resolution authorise the Directors to capitalise any sum standing to the credit
of any of the Companys reserve accounts (including share premium account and capital redemption reserve fund) or any sum standing to the credit of profit and loss account or
otherwise available for distribution and to appropriate such sum to Members in the proportions in which such sum would have been divisible amongst them had the same been a
distribution of profits by way of dividend and to apply such sum on their behalf in paying up in full unissued shares for allotment and distribution credited as fully paid up to
and amongst them in the proportion aforesaid. In such event the Directors shall do all acts and things required to give effect to such capitalisation, with full power to the
Directors to make such provisions as they think fit for the case of shares becoming distributable in fractions (including provisions whereby the benefit of fractional
entitlements accrue to the Company rather than to the Members concerned). The Directors may authorise any person to enter on behalf of all of the Members interested into an
agreement with the Company providing for such capitalisation and matters incidental thereto and any agreement made under such authority shall be effective and binding on all
concerned.
 BOOKS OF ACCOUNT
 109.
    
    The Directors shall cause proper books of account to be kept with respect to:
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(a)
    
    all sums of money received and expended by the Company and the matters in respect of which the receipt or expenditure
takes place;(b)
    
    all sales and purchases of goods by the Company;(c)
    
    the assets and liabilities of the Company.
 Proper books shall not be deemed to be kept if there are not kept such books of account as are necessary to give a true and fair view of the state of the Companys affairs and
to explain its transactions.110.
    
    Subject to any agreement binding on the Company, the Directors shall from time to time determine whether and to what extent and at what times and places and under what
conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of Members not being Directors and no Member (not being a
Director) shall have any right of inspecting any account or book or document of the Company except as conferred by Statute or authorised by the Directors or by the Company in
general meeting.111.
    
    The Directors may from time to time cause to be prepared and to be laid before the Company in general meeting profit and loss accounts, balance sheets, group accounts (if
any) and such other reports and accounts as may be required by law.
 AUDIT
 112.
    
    The Company may at any annual general meeting appoint an Auditor or Auditors of the Company who shall hold office until the next annual general meeting and may fix his or
their remuneration.113.
    
    The Directors may before the first annual general meeting appoint an Auditor or Auditors of the Company who shall hold office until the first annual general meeting unless
previously removed by an ordinary resolution of the Members in general meeting in which case the Members at that meeting may appoint Auditors. The Directors may fill any casual
vacancy in the office of Auditor but while any such vacancy continues the surviving or continuing Auditor or Auditors, if any, may act. The remuneration of any Auditor appointed
by the Directors under this Article may be fixed by the Directors.114.
    
    Every Auditor of the Company shall have a right of access at all times to the books and accounts and vouchers of the Company and shall be entitled to require from the
Directors and Officers of the Company such information and explanation as may be necessary for the performance of the duties of the auditors.115.
    
    Auditors shall at the next annual general meeting following their appointment and at any other time during their term of office, upon request of the Directors or any
general meeting of the Members, make a report on the accounts of the Company in general meeting during their tenure of office.
 NOTICES
 116.
    
    Notices shall be in writing and may be given by the Company to any Member either personally or by sending it by post, cable, telex or telecopy to him or to his address as
shown in the register of Members, such notice, if mailed, to be forwarded airmail if the address be outside the Cayman Islands.
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117.
    


    (a)
    


    Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, pre-paying
and posting a letter containing the notice, and to have been effected at the expiration of 5 days after the letter containing
the same is posted as aforesaid.
 (b)
    
    Where a notice is sent by cable, telex, telecopy or electronic message, service of the notice shall be deemed to be
effected by properly addressing, and sending such notice through a transmitting organisation and to have been effected on the
day the same is sent as aforesaid.
 118.
    
    A notice may be given by the Company to the joint holders of record of a share by giving the notice to the joint holder first named on the register of Members in respect of
the share.119.
    
    A notice may be given by the Company to the person or persons which the Company has been advised are entitled to a share or shares in consequence of the death or bankruptcy
of a Member by sending it through the post as aforesaid in a pre-paid letter addressed to them by name, or by the title of representatives of the deceased, or trustee of the
bankrupt, or by any like description at the address supplied for that purpose by the persons claiming to be so entitled, or at the option of the Company by giving the notice in
any manner in which the same might have been given if the death or bankruptcy had not occurred.120.
    
    Notice of every general meeting shall be given in any manner hereinbefore authorised to:
 (a)
    
    every person shown as a Member in the register of Members as of the record date for such meeting except that in the case
of joint holders the notice shall be sufficient if given to the joint holder first named in the register of Members.(b)
    
    every person upon whom the ownership of a share devolves by reason of his being a legal personal representative or a
trustee in bankruptcy of a Member of record where the Member of record but for his death or bankruptcy would be entitled to
receive notice of the meeting; and
 No other person shall be entitled to receive notices of general meetings.
 WINDING UP
 121.
    
    Subject to Schedule 1, if the Company shall be wound up the liquidator may, with the sanction of a Special Resolution of the Company and any other sanction required by the
Statute, and the terms of Schedule 1, divide amongst the Members in specie or kind the whole or any part of the assets of the Company (whether they shall consist of property of
the same kind or not) and may for such purpose set such value as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried
out as between the Members or different classes of Members, subject to the rights provided by the terms of issue of any series of Preferred Shares. The liquidator may with the
like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the contributories as the liquidator, with the like sanction, shall
think fit, but so that no Member shall be compelled to accept any shares or other securities whereon there is any liability.
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122.
    
    If the Company shall be wound up, and the assets available for distribution amongst the Members as such shall be insufficient to repay the whole of the paid-up capital,
such assets shall be distributed so that, as nearly as may be, subject to the rights provided by the terms of issue of any series of Preferred Shares, including Schedule 1, the
losses shall be borne by the Members in proportion to the capital paid up, or which ought to have been paid up, at the commencement of the winding up on the shares held by them
respectively. And if in a winding up the assets available for distribution amongst the Members shall be more than sufficient to repay the whole of the capital paid up at the
commencement of the winding up, the excess shall be distributed amongst the Members in proportion to the capital paid up at the commencement of the winding up on the shares held
by them respectively. This Article is to be without prejudice to the rights of the holders of shares issued upon special terms and conditions.
 INDEMNITY
 123.
    
    The Directors and officers for the time being of the Company and any trustee for the time being acting in relation to any of the affairs of the Company and their heirs,
executors, administrators and personal representatives respectively shall be indemnified out of the assets of the Company from and against all actions, proceedings, costs,
charges, losses, damages and expenses which they or any of them shall or may incur or sustain by reason of any act done or omitted in or about the execution of their duty in
their respective offices or trusts, except such (if any) as they shall incur or sustain by or through their own wilful neglect or default respectively and no such Director,
officer or trustee shall be answerable for the acts, receipts, neglects or defaults of any other Director, officer or trustee or for joining in any receipt for the sake of
conformity or for the solvency or honesty of any banker or other persons with whom any monies or effects belonging to the Company may be lodged or deposited for safe custody or
for any insufficiency of any security upon which any monies of the Company may be invested or for any other loss or damage due to any such cause as aforesaid or which may happen
in or about the execution of his office or trust unless the same shall happen through the wilful neglect or default of such Director, Officer or trustee. Without prejudice to
the generality of the preceding Article, the Company shall indemnify and hold harmless each Director who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that he is or was a Director of the Company, or
is or was a Director of the Company serving at the request of the Company as a director of another company, partnership, joint venture, trust, employee benefit plan or other
enterprise, against expenses (including attorneys fees), judgements, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.
 FINANCIAL YEAR
 124.
    
    Unless the Directors otherwise prescribe, the financial year of the Company shall end on 31st December in each year and, following the year of incorporation, shall begin on
1st January in each year.
 AMENDMENTS OF ARTICLES
 125.
    
    Subject to the Statute, Schedule 1 and the terms hereof, the Company may at any time and from time to time by Special Resolution alter or amend these Articles in whole or
in part.
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TRANSFER BY WAY OF CONTINUATION
 126.
    
    If the Company is exempted as defined in the Statute, it shall, subject to the provisions of the Statute and with the approval of a Special Resolution, have the power to
register by way of continuation as a body corporate under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.
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SCHEDULE 1
 PREFERRED SHARES
 Series A Preferred Shares
 ARTICLE 1
 DIVIDEND RIGHTS
 pari passu
 Listing Approval
 ARTICLE 2
 LIQUIDATION PREFERENCE
 Liquidation
 1




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. Deemed Liquidation Event
     2




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ARTICLE 3
 REDEMPTION RIGHT
    Redemption
Price
 3




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Redemption Closing Section
3 Payment Schedule
 4




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ARTICLE 4
 CONVERSION
 Conversion
Price
 5




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Conversion Share
  6




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pari passu
 7




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(a) Share Splits, Combinations, Share Dividends and Distributions
 (b) Sale of Shares below the Conversion Price.
 Floor Price
 8




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(c) Adjustments for Other Dividends
  9




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Subject Securities
 (c) Other Dilutive Events
 (d) Notice of Adjustment
 10




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11




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ARTICLE 5
 VOTING RIGHTS OF THE SERIES A PREFERRED SHARES
   Shareholder Matters.
     12




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(interim
   13




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Director Matters
   manager(s));
      14




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ARTICLE 6
 APPOINTMENT AND REMOVAL OF DIRECTORS
 Independent Directors
     15




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Observer
 ARTICLE 7
 MISCELLANEOUS
      ARTICLE 8
 DEFINITIONS
  16




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.
 
     17




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Observer shall have the meaning ascribed to it in Section 6.3 of this Schedule 1.
     18




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19




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20