Exhibit 1.1
 CONFORMED VERSION
 THE COMPANIES LAW (2004 REVISION)
 OF THE CAYMAN ISLANDS
 COMPANY LIMITED BY SHARES
      
 TONGJITANG CHINESE MEDICINES COMPANY




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THE COMPANIES LAW (2004 REVISION)
 OF THE CAYMAN ISLANDS
 COMPANY LIMITED BY SHARES
    TONGJITANG CHINESE MEDICINES COMPANY
  1
    
    The name of the Company is Tongjitang Chinese Medicines Company.2
    
    The registered office of the Company shall be at the offices of M&C Corporate Services
Limited, PO Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, 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 the Company shall have
full power and authority to carry out any object not prohibited by the Companies Law (2004
Revision) or as the same may be revised from time to time, or any other law of the Cayman
Islands.4
    
    The liability of each Member is limited to the amount from time to time unpaid on such
Members shares.5
    
    The share capital of the Company is US$500,000divided into 500,000,000shares of a par value
of US$0.001each.6
    
    The Company has 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.7
    
    Capitalised terms that are not defined in this Memorandum of Association bear the same
meaning as those given in the Articles of Association of the Company.




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THE COMPANIES LAW (2004 REVISION)
 OF THE CAYMAN ISLANDS
 COMPANY LIMITED BY SHARES
    TONGJITANG CHINESE MEDICINES COMPANY
  INTERPRETATION
 1
    
    In these Articles Table A in the First Schedule to the Statute does not apply and, unless
there is something in the subject or context inconsistent therewith:
 Articles
    
    means these articles of association of the Company.Auditor
    
    means the person for the time being performing the
duties of auditor of the Company (if any).Company
    
    means the above named company.Directors
    
    means the directors for the time being of the Company.Dividend
    
    includes an interim dividend.Electronic Record
    
    has the same meaning as in the Electronic
Transactions Law (2003 Revision).Member
    
    has the same meaning as in the Statute.Memorandum
    
    means the memorandum of association of the Company.
  2




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Ordinary Resolution
    
    means a resolution passed by a simple majority of the
Members as, being entitled to do so, vote in person
or, where proxies are allowed, by proxy at a general
meeting, and includes a unanimous written resolution.
In computing the majority when a poll is demanded
regard shall be had to the number of votes to which
each Member is entitled by the Articles.Register of Members
    
    means the register maintained in accordance with the
Statute and includes (except where otherwise stated)
any duplicate Register of Members.Registered Office
    
    means the registered office for the time being of the
Company.Seal
    
    means the common seal of the Company and includes
every duplicate seal.Shareand Shares
    
    means a share or shares in the Company and includes a
fraction of a share.Special Resolution
    
    has the same meaning as in the Statute, and includes
a unanimous written resolution.Statute
    
    means the Companies Law (2004 Revision) of the Cayman
Islands.
 2
    
    In the Articles:
 2.1
    
    words importing the singular number include the plural number and vice versa;2.2
    
    words importing the masculine gender include the feminine gender;2.3
    
    words importing persons include corporations;2.4
    
    written and in writing include all modes of representing or reproducing
words in visible form, including in the form of an Electronic Record;2.5
    
    references to provisions of any law or regulation shall be construed as
references to those provisions as amended, modified, re-enacted or replaced from time
to time;2.6
    
    any phrase introduced by the terms including, include, in particular or
any similar expression shall be construed as illustrative and shall not limit the sense
of the words preceding those terms;
  3




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2.7
    
    headings are inserted for reference only and shall be ignored in construing
these Articles; and2.8
    
    in these Articles Section 8 of the Electronic Transactions Law (2003 Revision)
shall not apply.
 COMMENCEMENT OF BUSINESS
 3
    
    The business of the Company may be commenced as soon after incorporation as the Directors
shall see fit.4
    
    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.
 ISSUE OF SHARES
 5
    
    Subject to the provisions, if any, in the Memorandum (and to any direction that may be given
by the Company in general meeting) and without prejudice to any rights attached to any
existing Shares, the Directors may allot, issue, grant options over or otherwise dispose of
Shares (including fractions of a Share) with or without preferred, deferred or other rights or
restrictions, whether in regard to Dividend, voting, return of capital or otherwise and to
such persons, at such times and on such other terms as they think proper.6
    
    The Company shall not issue Shares to bearer.
 REGISTER OF MEMBERS
 7
    
    The Company shall maintain or cause to be maintained the Register of Members in accordance
with the Statute.
 CLOSING REGISTER OF MEMBERS OR FIXING RECORD DATE
 8
    
    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 purpose, the Directors may provide
that the Register of Members shall be closed for transfers for a stated period which shall not
in any case exceed forty days. If the Register of Members shall be closed for the purpose of
determining Members entitled to notice of, or to vote at, a meeting of Members the Register of
Members shall be closed for at least ten days immediately preceding the meeting.
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9
    
    In lieu of, or apart from, closing the Register of Members, the Directors may fix in advance
or arrears a date as the record date for any such determination of Members entitled to notice
of, or to vote at any meeting of the Members or any adjournment thereof, or for the purpose of
determining the Members entitled to receive payment of any Dividend or in order to make a
determination of Members for any other purpose.10
    
    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 sent 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 Article, such
determination shall apply to any adjournment thereof.
 CERTIFICATES FOR SHARES
 11
    
    A Member shall only be entitled to a share certificate if the Directors resolve that share
certificates shall be issued. Share certificates representing Shares, if any, shall be in such
form as the Directors may determine. Share certificates shall be signed by one or more
Directors or other person authorised by the Directors. The Directors may authorise
certificates to be issued with the authorised signature(s) affixed by mechanical process. All
certificates for Shares shall be consecutively numbered or otherwise identified and shall
specify the Shares to which they relate. All certificates surrendered to the Company for
transfer shall be cancelled and subject to these Articles no new certificate shall be issued
until the former certificate representing a like number of relevant Shares shall have been
surrendered and cancelled.12
    
    The Company shall not be bound to issue more than one certificate for Shares held jointly by
more than one person and delivery of a certificate to one joint holder shall be a sufficient
delivery to all of them.13
    
    If a share certificate is defaced, worn out, lost or destroyed, it may be renewed on such
terms (if any) as to evidence and indemnity and on the payment of such expenses reasonably
incurred by the Company in investigating evidence, as the Directors may prescribe, and (in the
case of defacement or wearing out) upon delivery of the old certificate.
 TRANSFER OF SHARES
 14
    
    Shares are transferable subject to the consent of the Directors who may, in their absolute
discretion, decline to register any transfer of Shares without giving any reason. If the
Directors refuse to register a transfer they shall notify the transferee within two months of
such refusal.
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15
    
    The instrument of transfer of any Share shall be in writing and shall be executed by or on
behalf of the transferor (and if the Directors so require, signed by the transferee). The
transferor shall be deemed to remain the holder of a Share until the name of the transferee is
entered in the Register of Members.
 REDEMPTION AND REPURCHASE OF SHARES
 16
    
    Subject to the provisions of the Statute and these Articles, the Company may:
 (a)
    
    issue Shares on terms that they are to be redeemed or are liable to be
redeemed at the option of the Member or the Company on such terms and in such manner
as the Board may, before the issue of the Shares, determine;(b)
    
    purchase its own Shares (including any redeemable Shares) provided that the
Members shall have approved the manner of purchase by ordinary resolution or the
manner of purchase shall be in accordance with the following Articles (this
authorization is in accordance with section 37(2) of the Statute or any modification
or re-enactment thereof for the time being in force); and(c)
    
    the Company may make a payment in respect of the redemption or purchase of
its own Shares in any manner permitted by the Statute, including out of capital.
 17
    
    Purchase of Shares listed on the New York Stock Exchange: the Company is authorized to
purchase any Share listed on the New York Stock Exchange in accordance with the following
manner of purchase:
 (a)
    
    the maximum number of Shares that may be repurchased shall be equal to the
number of issued and outstanding Shares less one Share; and(b)
    
    the repurchase shall be at such time; at such price and on such other terms as
determined and agreed by the Board in their sole discretion provided however that:
 (i)
    
    such repurchase transactions shall be in accordance with the
relevant code, rules and regulations applicable to the listing of the Shares on
the Exchange; and(ii)
    
    at the time of the repurchase, the Company is able to pay its
debts as they fall due in the ordinary course of its business.
 17A.
    
    Purchase of Shares not listed on the New York Stock Exchange: the Company is authorized to
purchase any Shares not listed on the New York Stock Exchange in accordance with the following
manner of purchase:
 (a)
    
    the Company shall serve a repurchase notice in a form approved by the Board on
the Member from whom the Shares are to be repurchased at least two business days prior
to the date specified in the notice as being the repurchase date;(b)
    
    the price for the Shares being repurchased shall be such price agreed between
the Board and the applicable Member;
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(c)
    
    the date of repurchase shall be the date specified in the repurchase notice;
and(d)
    
    the repurchase shall be on such other terms as specified in the repurchase
notice as determined and agreed by the Board and the applicable Member in their sole
discretion.
 17B.
    
    The purchase of any Share shall not oblige the Company to purchase any other Share other than
as may be required pursuant to applicable law and any other contractual obligations of the
Company.18
    
    The holder of the Shares being purchased shall be bound to deliver up to the Company at its
registered office or such other place as the Board shall specify, the certificate(s) (if any)
thereof for cancellation and thereupon the Company shall pay to him the purchase or redemption
monies or consideration in respect thereof.
 VARIATION OF RIGHTS OF SHARES
 19
    
    If at any time the share capital of the Company is divided into different classes of Shares,
the rights attached to any class (unless otherwise provided by the terms of issue of the
Shares of that class) may, whether or not the Company is being wound up, be varied with the
consent in writing of the holders of three-quarters of the issued Shares of that class, or
with the sanction of a Special Resolution passed at a general meeting of the holders of the
Shares of that class.20
    
    The provisions of these Articles relating to general meetings shall apply to every class
meeting of the holders of one class of Shares except that the necessary quorum shall be one
person holding or representing by proxy at least fifty per cent of the issued Shares of the
class and that any holder of Shares of the class present in person or by proxy may demand a
poll.21
    
    The rights conferred upon the holders of the Shares of any class issued with preferred or
other rights shall not, unless otherwise expressly provided by the terms of issue of the
Shares of that class, be deemed to be varied by the creation or issue of further Shares
ranking pari passu therewith.
 COMMISSION ON SALE OF SHARES
 22
    
    The Company may, in so far as the Statute 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 and/or
the issue of fully or partly paid-up Shares. The Company may also on any issue of Shares pay
such brokerage as may be lawful.
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NON RECOGNITION OF TRUSTS
 23
    
    The Company shall not be bound by or compelled to recognise in any way (even when notified)
any equitable, contingent, future or partial interest in any Share, or (except only as is
otherwise provided by these Articles or the Statute) any other rights in respect of any Share
other than an absolute right to the entirety thereof in the registered holder.
 LIEN ON SHARES
 24
    
    The Company shall have a first and paramount lien on all Shares (whether fully paid-up or
not) registered in the name of a Member (whether solely or jointly with others) for all debts,
liabilities or engagements to or with the Company (whether presently payable or not) by such
Member or his estate, either alone or jointly with any other person, whether a Member or not,
but the Directors may at any time declare any Share to be wholly or in part exempt from the
provisions of this Article. The registration of a transfer of any such Share shall operate as
a waiver of the Companys lien thereon. The Companys lien on a Share shall also extend to
any amount payable in respect of that Share.25
    
    The Company may sell, in such manner as the Directors think fit, any Shares on which the
Company has a lien, if a sum in respect of which the lien exists is presently payable, and is
not paid within fourteen clear days after notice has been given to the holder of the Shares,
or to the person entitled to it in consequence of the death or bankruptcy of the holder,
demanding payment and stating that if the notice is not complied with the Shares may be sold.26
    
    To give effect to any such sale the Directors may authorise any person to execute an
instrument of transfer of the Shares sold to, or in accordance with the directions of, the
purchaser. The purchaser or his nominee shall be registered as the holder of the Shares
comprised in any such transfer, and he shall not be bound to see to the application of the
purchase money, nor shall his title to the Shares be affected by any irregularity or
invalidity in the sale or the exercise of the Companys power of sale under these Articles.27
    
    The net proceeds of such sale after payment of costs, shall be applied in payment of such
part of the amount in respect of which the lien exists as is presently payable and any residue
shall (subject to a like lien for sums not presently payable as existed upon the Shares before
the sale) be paid to the person entitled to the Shares at the date of the sale.
 CALL ON SHARES
 28
    
    Subject to the terms of the allotment the Directors may from time to time make calls upon the
Members in respect of any monies unpaid on their Shares (whether in respect of par value or
premium), 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 required to be paid by instalments. A person upon
whom a call is made shall remain liable for calls made upon him notwithstanding the
subsequent transfer of the Shares in respect of which the call was made.
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29
    
    A call shall be deemed to have been made at the time when the resolution of the Directors
authorising such call was passed.30
    
    The joint holders of a Share shall be jointly and severally liable to pay all calls in
respect thereof.31
    
    If a call remains unpaid after it has become due and payable, the person from whom it is due
shall pay interest on the amount unpaid from the day it became due and payable until it is
paid at such rate as the Directors may determine, but the Directors may waive payment of the
interest wholly or in part.32
    
    An amount payable in respect of a Share on allotment or at any fixed date, whether on account
of the par value of the Share or premium or otherwise, shall be deemed to be a call and if it
is not paid all the provisions of these Articles shall apply as if that amount had become due
and payable by virtue of a call.33
    
    The Directors may issue Shares with different terms as to the amount and times of payment of
calls, or the interest to be paid.34
    
    The Directors may, if they think fit, receive an amount from any Member willing to advance
all or any part of the monies uncalled and unpaid upon any Shares held by him, and may (until
the amount would otherwise become payable) pay interest at such rate as may be agreed upon
between the Directors and the Member paying such amount in advance.35
    
    No such amount paid in advance of calls shall entitle the Member paying such amount to any
portion of a Dividend declared in respect of any period prior to the date upon which such
amount would, but for such payment, become payable.
 FORFEITURE OF SHARES
 36
    
    If a call remains unpaid after it has become due and payable the Directors may give to the
person from whom it is due not less than fourteen clear days notice requiring payment of the
amount unpaid together with any interest, which may have accrued. The notice shall specify
where payment is to be made and shall state that if the notice is not complied with the Shares
in respect of which the call was made will be liable to be forfeited.37
    
    If the notice is not complied with any Share in respect of which it was given may, before the
payment required by the notice has been made, be forfeited by a resolution of the
Directors. Such forfeiture shall include all Dividends or other monies declared payable in
respect of the forfeited Share and not paid before the forfeiture.
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38
    
    A forfeited Share may be sold, re-allotted or otherwise disposed of on such terms and in such
manner as the Directors think fit and at any time before a sale, re-allotment or disposition
the forfeiture may be cancelled on such terms as the Directors think fit. Where for the
purposes of its disposal a forfeited Share is to be transferred to any person the Directors
may authorise some person to execute an instrument of transfer of the Share in favour of that
person.39
    
    A person any of whose Shares have been forfeited shall cease to be a Member in respect of
them and shall surrender to the Company for cancellation the certificate for the Shares
forfeited and shall 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 those Shares together with
interest, but his liability shall cease if and when the Company shall have received payment in
full of all monies due and payable by him in respect of those Shares.40
    
    A certificate in writing under the hand of one Director or officer of the Company that a
Share has been forfeited on a specified date shall be conclusive evidence of the fact as
against all persons claiming to be entitled to the Share. The certificate shall (subject to
the execution of an instrument of transfer) constitute a good title to the Share and the
person to whom the Share is disposed of 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.41
    
    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 par value of the Share or by way of premium as if it had been payable by virtue
of a call duly made and notified.
 TRANSMISSION OF SHARES
 42
    
    If a Member dies the survivor or survivors where he was a joint holder, and his legal
personal representatives where he was a sole holder, shall be the only persons recognised by
the Company as having any title to his interest. The estate of a deceased Member is not
thereby released from any liability in respect of any Share, which had been jointly held by
him.43
    
    Any person becoming entitled to a Share in consequence of the death or bankruptcy or
liquidation or dissolution of a Member (or in any other way than by transfer) may, upon such
evidence being produced as may from time to time be required by the Directors, elect either to
become the holder of the Share or to have some person nominated by him as the transferee. If
he elects to become the holder he shall give notice to the Company to
that effect, 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.
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44
    
    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.45
    
    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. However, 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 and the Directors may at any time give notice requiring
any such person to elect either to be registered himself or to transfer the Share. 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.
 AMENDMENTS OF MEMORANDUM AND ARTICLES OF ASSOCIATION AND ALTERATION OF CAPITAL
 46
    
    The Company may by Ordinary Resolution:
 46.1
    
    increase the share capital by such sum as the resolution shall prescribe and
with such rights, priorities and privileges annexed thereto, as the Company in general
meeting may determine;46.2
    
    consolidate and divide all or any of its share capital into Shares of larger
amount than its existing Shares;46.3
    
    by subdivision of its existing Shares or any of them divide the whole or any
part of its share capital into Shares of smaller amount than is fixed by the Memorandum
or into Shares without par value; and46.4
    
    cancel any Shares that at the date of the passing of the resolution have not
been taken or agreed to be taken by any person.
 47
    
    All new Shares created in accordance with the provisions of the preceding Article shall be
subject to the same provisions of the Articles with reference to the payment of calls, liens,
transfer, transmission, forfeiture and otherwise as the Shares in the original share capital.
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48
    
    Subject to the provisions of the Statute and the provisions of these Articles as regards the
matters to be dealt with by Ordinary Resolution, the Company may by Special Resolution:
 48.1
    
    change its name;48.2
    
    alter or add to these Articles;48.3
    
    alter or add to the Memorandum with respect to any objects, powers or other
matters specified therein; and48.4
    
    reduce its share capital and any capital redemption reserve fund.
 REGISTERED OFFICE
 49
    
    Subject to the provisions of the Statute, the Company may by resolution of the Directors
change the location of its Registered Office.
 GENERAL MEETINGS
 50
    
    All general meetings other than annual general meetings shall be called extraordinary general
meetings.51
    
    The Company shall, if required by the Statute, in each year hold a general meeting as its
annual general meeting, and shall specify the meeting as such in the notices calling it. The
annual general meeting shall be held at such time and place as the Directors shall appoint and
if no other time and place is prescribed by them, it shall be held at the Registered Office on
the second Wednesday in December of each year at ten oclock in the morning. At these
meetings the report of the Directors (if any) shall be presented.52
    
    The Company may hold an annual general meeting, but shall not (unless required by Statute) be
obliged to hold an annual general meeting.53
    
    The Directors may call general meetings, and they shall on a Members requisition forthwith
proceed to convene an extraordinary general meeting of the Company.54
    
    A Members requisition is a requisition of Members of the Company holding at the date of
deposit of the requisition not less than ten per cent. in par value of the capital of the
Company which as at that date carries the right of voting at general meetings of the Company.
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55
    
    The requisition must state the objects of the meeting and must be signed by the
requisitionists and deposited at the Registered Office, and may consist of several documents
in like form each signed by one or more requisitionists.56
    
    If the Directors do not within twenty-one days from the date of the deposit of the
requisition duly proceed to convene a general meeting to be held within a further twenty-one
days, the requisitionists, or any of them representing more than one-half of the total voting
rights of all of them, may themselves convene a general meeting, but any meeting so convened
shall not be held after the expiration of three months after the expiration of the said
twenty-one days.57
    
    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
 58
    
    At least five days notice shall be given of any general meeting. Every notice shall be
exclusive of the day on which it is given or deemed to be given and of the day for which it is
given and shall specify the place, the day and the hour of the meeting and the general nature
of the business and shall be given in manner hereinafter mentioned or in such other manner if
any as may be prescribed by the Company, provided that a general meeting of the Company shall,
whether or not the notice specified in this regulation has been given and whether or not the
provisions of the Articles regarding general meetings have been complied with, be deemed to
have been duly convened if it is so agreed:
 58.1
    
    in the case of an annual general meeting, by all the Members (or their proxies)
entitled to attend and vote thereat; and58.2
    
    in the case of an extraordinary general meeting, by a majority in number of the
Members (or their proxies) having a right to attend and vote at the meeting, being a
majority together holding not less than ninety five per cent. in par value of the
Shares giving that right.
 59
    
    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
 60
    
    No business shall be transacted at any general meeting unless a quorum is present. Any Member
or Members collectively present in person or by proxy holding at least fifty per cent of the
Shares in issue giving a right to attend and vote at the meeting shall constitute a quorum.
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61
    
    A person may participate at a general meeting by conference telephone or other communications
equipment by means of which all the persons participating in the meeting can communicate with
each other. Participation by a person in a general meeting in this manner is treated as
presence in person at that meeting.62
    
    A resolution (including a Special Resolution) in writing (in one or more counterparts) signed
by all Members for the time being entitled to receive notice of and to attend and vote at
general meetings (or, being corporations, signed by their duly authorised representatives)
shall be as valid and effective as if the resolution had been passed at a general meeting of
the Company duly convened and held.63
    
    If a quorum is not present within half an hour from the time appointed for the meeting or if
during such a meeting a quorum ceases to be present, the meeting, if convened upon the
requisition of Members, shall be dissolved and in any other case it shall stand adjourned to
the same day in the next week at the same time and place or to such other day, time or such
other place as the Directors may determine, and if at the adjourned meeting a quorum is not
present within half an hour from the time appointed for the meeting the Members present shall
be a quorum.64
    
    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.65
    
    If no Director is willing to act as chairman or if no Director is present within fifteen
minutes after the time appointed for holding the meeting, the Members present shall choose one
of their number to be chairman of the meeting.66
    
    The chairman may, with the consent of a meeting at which a quorum is present, (and shall if
so directed by the meeting), adjourn the meeting from time to time and from place to place,
but no business shall be transacted at any adjourned meeting other than the business left
unfinished at the meeting from which the adjournment took place. When a general meeting is
adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the
case of an original meeting. Otherwise it shall not be necessary to give any such notice.67
    
    A resolution put to the vote of the meeting shall be decided on a show of hands unless
before, or on the declaration of the result of, the show of hands, the chairman demands a
poll, or any other Member or Members collectively present in person or by proxy and holding at
least ten per cent. in par value of the Shares giving a right to attend and vote at the
meeting demand a poll.
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68
    
    Unless a poll is duly demanded a declaration by the chairman that a resolution has been
carried or carried unanimously, or by a particular majority, or lost or not carried by a
particular majority, an entry to that effect in the minutes of the proceedings of the meeting
shall be conclusive evidence of that fact without proof of the number or proportion of the
votes recorded in favour of or against such resolution.69
    
    The demand for a poll may be withdrawn.70
    
    Except on a poll demanded on the election of a chairman or on a question of adjournment, a
poll shall be taken as the chairman directs, and the result of the poll shall be deemed to be
the resolution of the general meeting at which the poll was demanded.71
    
    A poll demanded on the election of a chairman or on a question of adjournment shall be taken
forthwith. A poll demanded on any other question shall be taken at such time as the chairman
of the general meeting directs, and any business other than that upon which a poll has been
demanded or is contingent thereon may proceed pending the taking of the poll.72
    
    In the case of an equality of votes, whether on a show of hands or on a poll, the chairman
shall be entitled to a second or casting vote.
 VOTES OF MEMBERS
 73
    
    Subject to any rights or restrictions attached to any Shares, on a show of hands every Member
who (being an individual) is present in person or by proxy or, if a corporation or other
non-natural person is present by its duly authorised representative or proxy, shall have one
vote and on a poll every Member shall have one vote for every Share of which he is the holder.74
    
    In the case of joint holders of record the vote of the senior holder 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 seniority shall be determined by the order in which the names of the
holders stand in the Register of Members.75
    
    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 on such Members behalf appointed by that court, and
any such committee, receiver, curator bonis or other person may vote by proxy.76
    
    No person shall be entitled to vote at any general meeting or at any separate meeting of the
holders of a class of Shares unless he is registered as a Member on the record date for such
meeting nor unless all calls or other monies then payable by him in respect of Shares have
been paid.
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77
    
    No objection shall be raised to the qualification of any voter except at the general meeting
or adjourned general meeting at which the vote objected to is given or tendered and every vote
not disallowed at the meeting shall be valid. Any objection made in due time shall be
referred to the chairman whose decision shall be final and conclusive.78
    
    On a poll or on a show of hands votes may be cast either personally or by proxy. A Member may
appoint more than one proxy or the same proxy under one or more instruments to attend and vote
at a meeting. Where a Member appoints more than one proxy the instrument of proxy shall state
which proxy is entitled to vote on a show of hands.79
    
    A Member holding more than one Share need not cast the votes in respect of his Shares in the
same way on any resolution and therefore may vote a Share or some or all such Shares either
for or against a resolution and/or abstain from voting a Share or some or all of the Shares
and, subject to the terms of the instrument appointing him, a proxy appointed under one or
more instruments may vote a Share or some or all of the Shares in respect of which he is
appointed either for or against a resolution and/or abstain from voting.
 PROXIES
 80
    
    The instrument appointing a proxy shall be in writing, be executed under the hand of the
appointor or of his attorney duly authorised in writing, or, if the appointor is a corporation
under the hand of an officer or attorney duly authorised for that purpose. A proxy need not
be a Member of the Company.81
    
    The instrument appointing a proxy shall be deposited at the Registered Office or at such
other place as is specified for that purpose in the notice convening the meeting, or in any
instrument of proxy sent out by the Company:
 81.1
    
    not less than 48 hours before the time for holding the meeting or adjourned
meeting at which the person named in the instrument proposes to vote; or81.2
    
    in the case of a poll taken more than 48 hours after it is demanded, be
deposited as aforesaid after the poll has been demanded and not less than 24 hours
before the time appointed for the taking of the poll; or81.3
    
    where the poll is not taken forthwith but is taken not more than 48 hours after
it was demanded be delivered at the meeting at which the poll was demanded to the
chairman or to the secretary or to any director;
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82
    
    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.83
    
    Votes given in accordance with the terms of an instrument of proxy shall be valid
notwithstanding the previous death or insanity of the principal or revocation of the proxy or
of the authority under which the proxy was executed, or the transfer of the Share in respect
of which the proxy is given unless notice in writing of such death, insanity, revocation or
transfer was received by the Company at the Registered Office before the commencement of the
general meeting, or adjourned meeting at which it is sought to use the proxy.
 CORPORATE MEMBERS
 84
    
    Any corporation or other non-natural person which is a Member may in accordance with its
constitutional documents, or in the absence of such provision by resolution of its directors
or other governing body, authorise such person as it thinks fit to act as its representative
at any meeting of the Company or of any class of Members, and the person so authorised shall
be entitled to exercise the same powers on behalf of the corporation which he represents as
the corporation could exercise if it were an individual Member.
 SHARES THAT MAY NOT BE VOTED
 85
    
    Shares in the Company that are beneficially owned by the Company shall not be voted, directly
or indirectly, at any meeting and shall not be counted in determining the total number of
outstanding Shares at any given time.
 DIRECTORS
 86
    
    There shall be a board of Directors consisting of not less than one person (exclusive of
alternate Directors) provided however that the Company may from time to time by Ordinary
Resolution increase or reduce the limits in the number of Directors. The first Directors of
the Company shall be determined in writing by, or appointed by a resolution of, the
subscribers.
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POWERS OF DIRECTORS
 87
    
    Subject to the provisions of the Statute, the Memorandum and the Articles and to any
directions given by Special Resolution, the business of the Company shall be managed by the
Directors who may exercise all the powers of the Company. No alteration of the Memorandum or
Articles and no such direction shall invalidate any prior act of the Directors which would
have been valid if that alteration had not been made or that direction had not been given. A
duly convened meeting of Directors at which a quorum is present may exercise all powers
exercisable by the Directors.88
    
    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 determine by
resolution.89
    
    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.90
    
    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, mortgages, bonds and other such securities whether outright or as
security for any debt, liability or obligation of the Company or of any third party.
 APPOINTMENT AND REMOVAL OF DIRECTORS
 91
    
    The Company may by Ordinary Resolution appoint any person to be a Director or may by Ordinary
Resolution remove any Director.92
    
    The Directors may appoint any person to be a Director, either to fill a vacancy or as an
additional Director provided that the appointment does not cause the number of Directors to
exceed any number fixed by or in accordance with the Articles as the maximum number of
Directors.
 VACATION OF OFFICE OF DIRECTOR
 93
    
    The office of a Director shall be vacated if:
 93.1
    
    he gives notice in writing to the Company that he resigns the office of
Director; or
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##### 



93.2
    
    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; or93.3
    
    if he dies, becomes bankrupt or makes any arrangement or composition with his
creditors generally; or93.4
    
    if he is found to be or becomes of unsound mind; or93.5
    
    if all the other Directors of the Company (being not less than two in number)
resolve that he should be removed as a Director.
 PROCEEDINGS OF DIRECTORS
 94
    
    The quorum for the transaction of the business of the Directors may be fixed by the
Directors, and unless so fixed shall be two if there are two or more Directors, and shall be
one if there is only one Director. A person who holds office as an alternate Director shall,
if his appointor is not present, be counted in the quorum. A Director who also acts as an
alternate Director shall, if his appointor is not present, count twice towards the quorum.95
    
    Subject to the provisions of the Articles, the Directors may regulate their proceedings as
they think fit. Questions arising at any meeting shall be decided by a majority of votes. In
the case of an equality of votes, the chairman shall have a second or casting vote. A
Director who is also an alternate Director shall be entitled in the absence of his appointor
to a separate vote on behalf of his appointor in addition to his own vote.96
    
    A person may participate in a meeting of the Directors or committee of Directors by
conference telephone or other communications equipment by means of which all the persons
participating in the meeting can communicate with each other at the same time. Participation
by a person in a meeting in this manner is treated as presence in person at that meeting.
Unless otherwise determined by the Directors the meeting shall be deemed to be held at the
place where the chairman is at the start of the meeting.97
    
    A resolution in writing (in one or more counterparts) signed by all the Directors or all the
members of a committee of Directors (an alternate Director being entitled to sign such a
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 of Directors as the case may be, duly
convened and held.98
    
    A Director or alternate Director may, or other officer of the Company on the requisition of a
Director or alternate Director shall, call a meeting of the Directors by at least two days
notice in writing to every Director and alternate Director which notice shall set forth
the general nature of the business to be considered unless notice is waived by all the
Directors (or their alternates) either at, before or after the meeting is held.
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##### 



99
    
    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.100
    
    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.101
    
    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.102
    
    A Director but not an alternate Director may be represented at any meetings of the board of
Directors by a proxy appointed in writing by him. The proxy shall count towards the quorum
and the vote of the proxy shall for all purposes be deemed to be that of the appointing
Director.
 PRESUMPTION OF ASSENT
 103
    
    A Director of the Company who is present at a meeting of the board of Directors at which
action on any Company matter is taken shall be presumed to have assented to the action taken
unless his dissent shall be entered in the minutes of the meeting or unless he shall file his
written dissent from such action with the person acting as the chairman or secretary of the
meeting before the adjournment thereof or shall forward such dissent by registered post to
such person immediately after the adjournment of the meeting. Such right to dissent shall not
apply to a Director who voted in favour of such action.
 DIRECTORS INTERESTS
 104
    
    A Director may hold any other office or place of profit under the Company (other than the
office of Auditor) in conjunction with his office of Director for such period and on such
terms as to remuneration and otherwise as the Directors may determine.
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##### 



105
    
    A 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.106
    
    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.107
    
    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
interested provided that the nature of the interest of any Director or alternate Director in
any such contract or transaction shall be disclosed by him at or prior to its consideration
and any vote thereon.108
    
    A general notice that a Director or alternate Director is a shareholder, director, officer or
employee 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 for the purposes of
voting on a resolution in respect of a contract or transaction in which he has an interest,
and after such general notice it shall not be necessary to give special notice relating to any
particular transaction.
 MINUTES
 109
    
    The Directors shall cause minutes to be made in books kept for the purpose of all
appointments of officers made by the Directors, all proceedings at meetings of the Company or
the holders of any class of Shares and of the Directors, and of committees of Directors
including the names of the Directors or alternate Directors present at each meeting.
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DELEGATION OF DIRECTORS POWERS
 110
    
    The Directors may delegate any of their powers to any committee consisting of one or more
Directors. They may also delegate to any managing director or any Director holding any other
executive office such of their powers as they consider desirable to be exercised
by him provided that an alternate Director may not act as managing director and the
appointment of a managing director shall be revoked forthwith if he ceases to be a Director.
Any such delegation may be made subject to any conditions the Directors may impose, and
either collaterally with or to the exclusion of their own powers and may be revoked or
altered. Subject to any such conditions, the proceedings of a committee of Directors shall
be governed by the Articles regulating the proceedings of Directors, so far as they are
capable of applying.111
    
    The Directors may establish any committees, local boards or agencies or appoint any person to
be a manager or agent for managing the affairs of the Company and may appoint any person to be
a member of such committees or local boards. Any such appointment may be made subject to any
conditions the Directors may impose, and either collaterally with or to the exclusion of their
own powers and may be revoked or altered. Subject to any such conditions, the proceedings of
any such committee, local board or agency shall be governed by the Articles regulating the
proceedings of Directors, so far as they are capable of applying.112
    
    The Directors may by power of attorney or otherwise appoint any person to be the agent of the
Company on such conditions as the Directors may determine, provided that the delegation is not
to the exclusion of their own powers and may be revoked by the Directors at any time.113
    
    The Directors may by power of attorney or otherwise appoint any company, firm, person or body
of persons, whether nominated directly or indirectly by the Directors, to be the attorney or
authorised signatory 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 or other appointment may contain such provisions for the protection
and convenience of persons dealing with any such attorneys or authorised signatories as the
Directors may think fit and may also authorise any such attorney or authorised signatory to
delegate all or any of the powers, authorities and discretions vested in him.114
    
    The Directors may appoint such officers as they consider necessary on such terms, at such
remuneration and to perform such duties, and subject to such provisions as to disqualification
and removal as the Directors may think fit. Unless otherwise specified in the terms of his
appointment an officer may be removed by resolution of the Directors or Members.
 ALTERNATE DIRECTORS
 115
    
    Any Director (other than an alternate Director) may by writing appoint any other Director, or
any other person willing to act, to be an alternate Director and by writing may remove from
office an alternate Director so appointed by him.
  22




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116
    
    An alternate Director shall be entitled to receive notice of all meetings of Directors and of
all meetings of committees of Directors of which his appointor is a member, to attend and vote
at every such meeting at which the Director appointing him is not personally present, and
generally to perform all the functions of his appointor as a Director in his absence.117
    
    An alternate Director shall cease to be an alternate Director if his appointor ceases to be a
Director.118
    
    Any appointment or removal of an alternate Director shall be by notice to the Company signed
by the Director making or revoking the appointment or in any other manner approved by the
Directors.119
    
    An alternate Director shall be deemed for all purposes to be a Director and shall alone be
responsible for his own acts and defaults and shall not be deemed to be the agent of the
Director appointing him.
 NO MINIMUM SHAREHOLDING
 120
    
    The Company in general meeting may fix a minimum shareholding required to be held by a
Director, but unless and until such a shareholding qualification is fixed a Director is not
required to hold Shares.
 REMUNERATION OF DIRECTORS
 121
    
    The remuneration to be paid to the Directors, if any, shall be such remuneration as the
Directors shall determine. The Directors shall also be entitled to be paid all travelling,
hotel and other expenses properly incurred by them in connection with their attendance at
meetings of Directors or committees of Directors, or general meetings of the Company, or
separate meetings of the holders of any class of Shares or debentures 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, or a combination partly of one such
method and partly the other.122
    
    The Directors may by resolution approve additional remuneration to any Director for any
services 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.
  23




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##### 



SEAL
 123
    
    The Company may, if the Directors so determine, have a Seal. The Seal shall only be used by
the authority of the Directors or of a committee of the Directors authorised by the
Directors. Every instrument to which the Seal has been affixed shall be signed by at least
one person who shall be either a Director or some officer or other person appointed by the
Directors for the purpose.124
    
    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.125
    
    A Director or officer, representative or attorney of the Company may without further
authority of the Directors affix the Seal over his signature alone to any document of the
Company required to be authenticated by him under seal or to be filed with the Registrar of
Companies in the Cayman Islands or elsewhere wheresoever.
 DIVIDENDS, DISTRIBUTIONS AND RESERVE
 126
    
    Subject to the Statute and this Article, the Directors may declare Dividends and
distributions on Shares in issue and authorise payment of the Dividends or distributions out
of the funds of the Company lawfully available therefor. No Dividend or distribution shall be
paid except out of the realised or unrealised profits of the Company, or out of the share
premium account or as otherwise permitted by the Statute.127
    
    Except as otherwise provided by the rights attached to Shares, all Dividends shall be
declared and paid according to the par value of the Shares that a Member holds. If any Share
is issued on terms providing that it shall rank for Dividend as from a particular date, that
Share shall rank for Dividend accordingly.128
    
    The Directors may deduct from any Dividend or distribution payable to any Member all sums of
money (if any) then payable by him to the Company on account of calls or otherwise.129
    
    The Directors may declare that any Dividend or distribution be paid wholly or partly by the
distribution of specific assets and in particular of shares, debentures, or securities 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 Shares 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 basis
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.
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130
    
    Any Dividend, distribution, interest or other monies payable in cash in respect of Shares may
be paid by wire transfer to the holder or 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 registered
address of 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.131
    
    No Dividend or distribution shall bear interest against the Company.132
    
    Any Dividend which cannot be paid to a Member and/or which remains unclaimed after six months
from the date of declaration of such Dividend may, in the discretion of the Directors, be paid
into a separate account in the Companys name, provided that the Company shall not be
constituted as a trustee in respect of that account and the Dividend shall remain as a debt
due to the Member. Any Dividend which remains unclaimed after a period of six years from the
date of declaration of such Dividend shall be forfeited and shall revert to the Company.
 CAPITALISATION
 133
    
    The Directors may capitalise any sum standing to the credit of any of the Companys reserve
accounts (including share premium account and capital redemption reserve fund) or any sum
standing to the credit of profit and loss account or otherwise available for distribution and
to appropriate such sum to Members in the proportions in which such sum would have been
divisible amongst them had the same been a distribution of profits by way of Dividend and to
apply such sum on their behalf in paying up in full unissued Shares for allotment and
distribution credited as fully paid-up to and amongst them in the proportion aforesaid. In
such event the Directors shall do all acts and things required to give effect to such
capitalisation, with full power to the Directors to make such provisions as they think fit for
the case of Shares becoming distributable in fractions (including provisions whereby the
benefit of fractional entitlements accrue to the Company rather than to the Members
concerned). The Directors may authorise any person to enter on behalf of all of the Members
interested into an agreement with the Company providing for such capitalisation and matters
incidental thereto and any agreement made under such authority shall be effective and binding
on all concerned.
 BOOKS OF ACCOUNT
 134
    
    The Directors shall cause proper books of account to be kept with respect to all sums of
money received and expended by the Company and the matters in respect of which the receipt or
expenditure takes place, all sales and purchases of goods by the Company and 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.
  25




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135
    
    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.136
    
    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
 137
    
    The Directors may appoint an Auditor of the Company who shall hold office until removed from
office by a resolution of the Directors, and may fix his or their remuneration.138
    
    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 Auditor.139
    
    Auditors shall, if so required by the Directors, make a report on the accounts of the Company
during their tenure of office at the next annual general meeting following their appointment
in the case of a company which is registered with the Registrar of Companies as an ordinary
company, and at the next extraordinary general meeting following their appointment in the case
of a company which is registered with the Registrar of Companies as an exempted company, and
at any other time during their term of office, upon request of the Directors or any general
meeting of the Members.
 NOTICES
 140
    
    Notices shall be in writing and may be given by the Company to any Member either personally
or by sending it by courier, post, cable, telex, fax or e-mail to him or to his address as
shown in the Register of Members (or where the notice is given by e-mail by sending it to the
e-mail address provided by such Member). Any notice, if posted from one country to another,
is to be sent airmail.
  26




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141
    
    Where a notice is sent by courier, service of the notice shall be deemed to be effected by
delivery of the notice to a courier company, and shall be deemed to have been received on the
third day (not including Saturdays or Sundays or public holidays) following the day on which
the notice was delivered to the courier. Where a notice is sent by post, service of the
notice shall be deemed to be effected by properly addressing, pre paying and posting a letter
containing the notice, and shall be deemed to have been received on
the fifth day (not including Saturdays or Sundays or public holidays) following the day on
which the notice was posted. Where a notice is sent by cable, telex or fax, service of the
notice shall be deemed to be effected by properly addressing and sending such notice and
shall be deemed to have been received on the same day that it was transmitted. Where a
notice is given by e-mail service shall be deemed to be effected by transmitting the e-mail
to the e-mail address provided by the intended recipient and shall be deemed to have been
received on the same day that it was sent, and it shall not be necessary for the receipt of
the e-mail to be acknowledged by the recipient.142
    
    A notice may be given by the Company to the person or persons which the Company has been
advised are entitled to a Share or Shares in consequence of the death or bankruptcy of a
Member in the same manner as other notices which are required to be given under these Articles
and shall be addressed to them by name, or by the title of representatives of the deceased, or
trustee of the bankrupt, or by any like description at the address supplied for that purpose
by the persons claiming to be so entitled, or at the option of the Company by giving the
notice in any manner in which the same might have been given if the death or bankruptcy had
not occurred.143
    
    Notice of every general meeting shall be given in any manner hereinbefore authorised to every
person shown as a Member in the Register of Members on the record date for such meeting except
that in the case of joint holders the notice shall be sufficient if given to the joint holder
first named in the Register of Members and 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
 144
    
    If the Company shall be wound up, and the assets available for distribution amongst the
Members shall be insufficient to repay the whole of the share capital, such assets shall be
distributed so that, as nearly as may be, the losses shall be borne by the Members in
proportion to the par value of the Shares held by them. If in a winding up the assets
available for distribution amongst the Members shall be more than sufficient to repay the
whole of the share capital at the commencement of the winding up, the surplus shall be
distributed amongst the Members in proportion to the par value of the Shares held by them at
the commencement of the winding up subject to a deduction from those Shares in respect of
which there are monies due, of all monies payable to the Company for unpaid calls or
otherwise. This Article is without prejudice to the rights of the holders of Shares issued
upon special terms and conditions.145
    
    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, divide amongst the
Members in kind the whole or any part of the assets of the Company (whether they shall consist
of property of the same kind or not) and may for that purpose
value any assets and determine how the division shall be carried out as between the Members
or different classes of Members. The liquidator may, with the like sanction, vest the whole
or any part of such assets in trustees upon such trusts for the benefit of the Members as
the liquidator, with the like sanction, shall think fit, but so that no Member shall be
compelled to accept any asset upon which there is a liability.
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INDEMNITY
 146
    
    Every Director, agent or officer of the Company shall be indemnified out of the assets of the
Company against any liability incurred by him as a result of any act or failure to act in
carrying out his functions other than such liability (if any) that he may incur by his own
fraud or wilful default. No such Director, agent or officer shall be liable to the Company
for any loss or damage in carrying out his functions unless that liability arises through the
fraud or wilful default of such Director, agent or officer.
 FINANCIAL YEAR
 147
    
    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.
 TRANSFER BY WAY OF CONTINUATION
 148
    
    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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