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                                                                     EXHIBIT 3.5

                                 CAYMAN ISLANDS

                   The Companies Law (1998 Revision) (Cap. 22)

                            Company Limited by Shares

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

                  AMENDED AND RESTATED ARTICLES OF ASSOCIATION

                                       OF

                                SINA CORPORATION

           (adopted by special resolution passed on 16 December 2002)

                                     TABLE A

EXCLUSION OF TABLE A

      The regulations contained in Table A in the First Schedule to the
      Companies Law shall not apply to the Company.

                                 INTERPRETATION

INTERPRETATION

1.   The marginal notes to these Articles shall not affect the interpretation
     hereof. In these Articles, unless there be something in the subject or
     context inconsistent therewith:

THESE ARTICLES

      "these Articles" shall mean the present Articles of Association and all
      supplementary, amended or substituted Articles for the time being in
      force;

AUDITORS

      "Auditors" shall mean the persons appointed by the Company from time to
      time to perform the duties of auditors of the Company;

BOARD

      "Board" shall mean the majority of the Directors present and voting at a
      meeting of Directors at which a quorum is present;

CAPITAL

      "capital" shall mean the share capital from time to time of the Company;

THE CHAIRMAN

      "the Chairman" shall mean the Chairman presiding at any meeting of members
      or of the Board;

THE COMPANY

      "the Company" or "this Company" shall mean Sina Corporation;

THE COMPANIES LAW/THE LAW

      "the Companies Law" or "the Law" shall mean the

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      Companies Law (1998 Revision), Cap. 22 of the Cayman Islands and any
      amendments thereto or re-enactments thereof for the time being in force
      and includes every other law incorporated therewith or substituted
      therefor;

DIRECTORS

      "Directors" shall mean the directors from time to time of the Company;

DIVIDEND

      "dividend" shall include bonus dividends and distributions permitted by
      the Law to be categorised as dividends;

HONG KONG

      "Hong Kong" shall mean the Hong Kong Special Administrative Region of the
      People's Republic of China;

MONTH

      "month" shall mean a calendar month;

ORDINARY RESOLUTION

      "ordinary resolution" shall mean a resolution passed by a simple majority
      of the votes of such members of the Company as, being entitled to do so,
      vote in person or, where proxies are allowed, by proxy or, in the case of
      corporations, by their duly authorised representatives, at a general
      meeting held in accordance with these Articles and includes an ordinary
      resolution passed pursuant to Article 83;

PRINCIPAL REGISTER

      "principal register" shall mean the register of members of the Company
      maintained at such place within or outside the Cayman Islands as the Board
      shall determine from time to time;

PUBLISHED IN THE NEWSPAPERS

      "published in the newspapers" means published as a paid advertisement in
      English in at least one English language newspaper and in Chinese in at
      least one Chinese language newspaper;

RECOGNISED CLEARING HOUSE

      "recognised clearing house" shall mean a depository recognized by the laws
      of the jurisdiction in which the shares of the Company are listed or
      quoted on a stock exchange in such jurisdiction;

THE REGISTER

      "the register" shall mean the principal register and any branch registers;

REGISTRATION OFFICE

      "registration office" shall mean in respect of the shares of the Company,
      such place or places where the Board from time to time determines to keep
      a branch register of holders in respect of such shares and where (except
      in cases where the Board otherwise determines) transfers of documents of
      title for such shares are to be lodged for registration and are to be
      registered;

SEAL

      "seal" shall include the common seal of the Company, the


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      securities seal or any duplicate seal adopted by the Company pursuant to
      Article 136;

SECRETARY

      "Secretary" shall mean the person appointed as company secretary by the
      Board from time to time;

SHARE

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

SHAREHOLDERS/ MEMBERS

      "shareholders" or "members" shall mean the persons who are duly registered
      as the holders from time to time of shares in the register including
      persons who are jointly so registered;

SPECIAL RESOLUTION

      "special resolution" shall have the same meaning as ascribed thereto in
      the Law and shall include a unanimous written resolution of all members:
      for this purpose, the requisite majority shall be not less than
      three-fourths of the votes of such members of the Company as, being
      entitled to do so, vote in person or, where proxies are allowed, by proxy
      or, in the case of corporations, by their duly authorised representatives,
      at a general meeting of which notice specifying the intention to propose
      the resolution as a special resolution has been duly given and includes a
      special resolution passed pursuant to Article 83;

SUBSIDIARY AND HOLDING COMPANY

      "subsidiary" and "holding company" shall have the meanings ascribed to
      such terms in the Companies Ordinance;

TRANSFER OFFICE

      "transfer office" shall mean the place where the principal register is
      situate for the time being;

WORDS IN LAW TO BEAR SAME MEANING IN ARTICLES

      Subject as aforesaid, any words defined in the Law shall, if not
      inconsistent with the subject and/or context, bear the same meanings in
      these Articles;

WRITING/PRINTING

      "writing" or "printing" shall include writing, printing, lithograph,
      photograph, type-writing and every other mode of representing words or
      figures in a legible and non-transitory form;

GENDER

      words importing either gender shall include the other gender and the
      neuter;

PERSONS/ COMPANIES

      words importing persons and the neuter shall include companies and
      corporations and vice versa;

SINGULAR AND PLURAL

      words denoting the singular shall include the plural and words denoting
      the plural shall include the singular.


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                    SHARE CAPITAL AND MODIFICATION OF RIGHTS

CAPITAL
App 3 r.9

2.    The capital of the Company at the date of the adoption of these Articles
      is US$13,725,000 divided into 75,000,000 ordinary shares of US$0.133 each
      and 3,750,000 preference shares of US$1.00 each.

ISSUE OF SHARES
App 3 r.12

3.    (a)   Subject to the provisions of these Articles, any share, including
            preference shares, may be issued with or have attached thereto such
            preferred, deferred, qualified or other special rights or
            restrictions, whether in regard to dividend, voting, return of
            capital or otherwise, and to such persons at such times and for such
            consideration as the Board may determine. No powers shall be taken
            to freeze or otherwise impair any of the rights attaching to any
            share by reason only that the person or persons who are interested
            directly or indirectly therein have failed to disclose their
            interests to the Company.

      (b)   The preference shares may be issued from time to time in one or more
            series. The Board is hereby authorized to determine or alter the
            number of shares constituting any such series of preference shares
            and the designation thereof, or any of them, and to increase or
            decrease the number of shares of any such series subsequent to the
            issuance of shares of that series, but not below the number of
            shares of such series then outstanding. In case the number of shares
            of any series shall be so decreased, the shares constituting such
            decrease shall resume the status which they had prior to the
            adoption of the resolution originally fixing the number of shares of
            such series.

      (c)   Subject to the Law and to any special rights conferred on any
            shareholders or attaching to any class of shares, any share may,
            with the sanction of a special resolution, be issued on terms that
            it is, or at the option of the Company or the holder thereof is,
            liable to be redeemed. No shares shall be issued to bearer for so
            long as a recognised clearing house (in its capacity as such) is a
            member of the Company.

ISSUE OF WARRANTS
App 3 r.2(2)

4.    The Board may issue warrants to subscribe for any class of shares or other
      securities of the Company on such terms as it may from time to time
      determine. No warrants shall be issued to bearer for so long as a
      recognised clearing house (in its capacity as such) is a member of the
      Company. Where warrants are issued to bearer, no new warrant shall be
      issued to replace one that has been lost unless the Board is satisfied
      beyond reasonable doubt that the original has been destroyed and the
      Company has received an indemnity in such form as the Board shall think
      fit with regard to the issue of any such new warrant.


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HOW CLASS RIGHTS MAY BE MODIFIED
App 3 r.6(2)

5.    (a)   If at any time the share capital of the Company is divided into
            different classes of shares, all or any of the rights attached to
            any class of shares for the time being issued (unless otherwise
            provided for in the terms of issue of the shares of that class) may,
            subject to the provisions of the Law, be varied or abrogated with
            the consent in writing of the holders of not less than three-fourths
            in nominal value of the issued shares of that class or with the
            sanction of a special resolution passed at a separate meeting of the
            holders of shares of that class. To every such separate meeting all
            the provisions of these Articles relating to general meetings shall
            mutatis mutandis apply, but so that the quorum for the purposes of
            any such separate meeting and of any adjournment thereof shall be a
            person or persons together holding (or representing by proxy) at the
            date of the relevant meeting not less than one-third in nominal
            value of the issued shares of that class, and that any holder of
            shares of the class present in person (or in the case of a member
            being a corporation, by its duly authorized representative) or by
            proxy may demand a poll.

      (b)   The special rights conferred upon the holders of shares of any class
            shall not, unless otherwise expressly provided in the rights
            attaching to or the terms of issue of such shares, be deemed to be
            varied by the creation or issue of further shares ranking PARI PASSU
            therewith.

COMPANY MAY PURCHASE AND FINANCE THE PURCHASE OF OWN SHARES AND WARRANTS

6.    (a)   Subject to the provisions of the Companies Law and subject as
            hereinafter in these Articles provided, the Board may from time to
            time, authorize the Company to repurchase all or any portion of the
            Shares held by any member provided that:

      (i)   on any such repurchase the Board shall have the power to divide the
            whole or any part of the assets of the Company and appropriate such
            assets in satisfaction or part satisfaction of the repurchase price
            and any other sums payable on repurchase as is herein provided;

      (ii)  no repurchase of part of the member's holding of shares may be made
            if as a result thereof the member would hold fewer shares than such
            minimum number of shares as may from time to time be specified
            (either generally or in any particular case or cases) by the Board;

      (iii) subject as hereinafter in these Articles provided, the member shall
            not be entitled to withdraw an agreement duly made in accordance
            with these Articles;

      (iv)  whenever any request for repurchase provides for the repurchase
            proceeds to be paid by telegraphic transfer or to a person other
            than the holder of the shares to be repurchased, the signature of
            the holder on such request and details of that bank account shall,
            unless the Board (or such other person duly appointed by the


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            Board for this purpose) otherwise determines, be verified in such
            manner as the Board (or such person as aforesaid) may from time to
            time determine.

      (b)   Payment in respect of the repurchase of the relevant Shares shall be
            made to the member in United States dollars. Any amount payable to
            the member upon the repurchase of his Shares shall be payable within
            one month after the applicable repurchase date. Payment for shares
            repurchased hereunder shall be made in accordance with written
            instructions of the member by a cheque, draft, telegraphic transfer
            or other means of payment posted (at the risk of the member) or
            otherwise paid to the member in the manner, and subject to the
            fulfillment of such conditions as may be, determined by the Board
            from time to time.

      (c)   The Repurchase Price for each share shall be the closing price per
            share of the Company's shares on the Nasdaq Stock Market rounded to
            the nearest US$0.01 (with US$0.005 being rounded up to US$0.01).

      (d)   On a repurchase of a share:

      (i)   the nominal or par value shall be redeemed out of profits of the
            Company or at the discretion of the Board in such other manner
            (including out of capital) as is permitted by the Companies Law; and

      (ii)  the premium (if any) on such participating share shall be paid from
            the share premium account or out of profits of the Company or at the
            discretion of the Board in such other manner (including out of
            capital) as is permitted by the Companies Law.

      (e)   Upon the repurchase of a share being effected pursuant to these
            Articles the holder thereof shall cease to be entitled to any rights
            in respect of that share and accordingly his name shall be removed
            from the Register with respect thereto and such share shall be
            cancelled, but shall be available as a share for re-issue and until
            re-issue shall form part of the unissued share capital of the
            Company.

POWER TO INCREASE CAPITAL

6.    The Company in general meeting may, from time to time, whether or not all
      the shares for the time being authorised shall have been issued and
      whether or not all the shares for the time being issued shall have been
      fully paid up, by ordinary resolution, increase its share capital by the
      creation of new shares, such new capital to be of such amount and to be
      divided into shares of such respective amounts as the resolution shall
      prescribe.

REDEMPTION

7.    (a)   Subject to the provisions of the Law and the Memorandum of
            Association of the Company, and to any special rights conferred on
            the holders of any shares or attaching to any class of shares,
            shares may be issued on the terms that they may be, or at the


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            option of the Company or the holders are, liable to be redeemed on
            such terms and in such manner, including out of capital, as the
            Board may deem fit.

App 3 r.8(1) & (2)

      (b)   Where the Company purchases for redemption a redeemable share,
            purchases not made through the market or by tender shall be limited
            to a maximum price, and if purchases are by tender, tenders shall be
            available to all shareholders alike.

PURCHASE OR REDEMPTION NOT TO GIVE RISE TO OTHER PURCHASES OR REDEMPTIONS

8.    (a)   The purchase or redemption of any share shall not be deemed to give
            rise to the purchase or redemption of any other share.

CERTIFICATES TO BE SURRENDERED FOR CANCELLATION

      (b)   The holder of the shares being purchased, surrendered or redeemed
            shall be bound to deliver up to the Company at its principal place
            of business in Hong Kong or such other place as the Board shall
            specify the certificate(s) thereof for cancellation and thereupon
            the Company shall pay to him the purchase or redemption monies in
            respect thereof.

SHARES AT THE DISPOSAL OF THE BOARD

9.    Subject to the provisions of the Law, of the Memorandum of Association of
      the Company, and of these Articles relating to new shares, the unissued
      shares in the Company (whether forming part of its original or any
      increased capital) shall be at the disposal of the Board, which may offer,
      allot, grant options over or otherwise dispose of them to such persons, at
      such times and for such consideration, and upon such terms, as the Board
      shall determine.

COMPANY MAY PAY COMMISSIONS

10.   The Company may, unless prohibited by law, at any time pay a commission to
      any person for subscribing or agreeing to subscribe (whether absolutely or
      conditionally) for any shares in the Company or procuring or agreeing to
      procure subscriptions (whether absolute or conditional) for any shares in
      the Company, but so that the conditions and requirements of the Law shall
      be observed and complied with, and in each case the commission shall not
      exceed 10% of the price at which the shares are issued.

COMPANY NOT TO RECOGNISE TRUSTS IN RESPECT OF SHARES

11.   Except as otherwise expressly provided by these Articles or as required by
      law or as ordered by a court of competent jurisdiction, 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 shares or any interest in any fractional part of a
      share or any other rights in respect of any share except an absolute right
      to the entirety thereof in the registered holder.

                   REGISTER OF MEMBERS AND SHARE CERTIFICATES


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SHARE REGISTER

12.   (a)   The Board shall cause to be kept at such place within or outside the
            Cayman Islands as it deems fit a principal register of the members
            and there shall be entered therein the particulars of the members
            and the shares issued to each of them and other particulars required
            under the Law.

      (b)   If the Board considers it necessary or appropriate, the Company may
            establish and maintain a branch register or registers of members at
            such location or locations within or outside the Cayman Islands as
            the Board thinks fit. The principal register and the branch
            register(s) shall together be treated as the register for the
            purposes of these Articles.

     (c)   The Board may, in its absolute discretion, at any time transfer any
           share upon the principal register to any branch register or any share
           on any branch register to the principal register or any other branch
           register.

App 3 r.1(1)

      (d)   Notwithstanding anything contained in this Article, the Company
            shall as soon as practicable and on a regular basis record in the
            principal register all transfers of shares effected on any branch
            register and shall at all times maintain the principal register in
            such manner as to show at all times the members for the time being
            and the shares respectively held by them, in all respects in
            accordance with the Companies Law.

13.   (a)   Except when a register is closed and, if applicable, subject to the
            additional provisions of paragraph (d) of this Article, the
            principal register and any branch register shall during business
            hours be kept open to the inspection of any member without charge.

      (b)   The reference to business hours in paragraph (a) of this Article is
            subject to such reasonable restrictions as the Company in general
            meeting may impose, but so that not less than two hours in each
            business day is to be allowed for inspections.

      (c)   The register may, on 14 days' notice being given by advertisement
            published in the newspapers, be closed at such times and for such
            periods as the Board may from time to time determine, either
            generally or in respect of any class of shares, provided that the
            register shall not be closed for more than 30 days in any year (or
            such longer period as the members may by ordinary resolution


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            determine provided that such period shall not be extended beyond 60
            days in any year). The Company shall, on demand, furnish any person
            seeking to inspect the register or part thereof which is closed by
            virtue of this Article with a certificate under the hand of the
            Secretary stating the period for which, and by whose authority, it
            is closed.

      (d)   Any register held in Hong Kong shall during normal business hours
            (subject to such reasonable restrictions as the Board may impose) be
            open to inspection by a member without charge and any other person
            on payment of a reasonable fee as the Board may determine for each
            inspection. Any member may require a copy of the register, or any
            part thereof, on payment of HK$0.25, or such lesser sum as the
            Company may prescribe, for every 100 words or fractional part
            thereof required to be copied. The Company shall cause any copy so
            required by any person to be sent to that person within a period of
            10 days commencing on the date next after the day on which the
            request is received by the Company.

SHARE CERTIFICATES
App 3 r.1(1)

14.   Every person whose name is entered as a member in the register shall be
      entitled without payment to receive, within the relevant time limit as
      prescribed in the Law, after allotment or lodgment of transfer (or within
      such other period as the conditions of issue shall provide), one
      certificate for all his shares of each class provided that in respect of a
      share or shares held jointly by several persons the Company shall not be
      bound to issue a certificate or certificates to each such person, and the
      issue and delivery of a certificate or certificates to one of several
      joint holders shall be sufficient delivery to all such holders.

SHARE CERTIFICATES TO BE SEALED
App 3 r.2(1)

15.   Every certificate for shares or debentures or representing any other form
      of security of the Company shall be issued under the seal of the Company,
      which shall only be affixed with the authority of the Board.

EVERY CERTIFICATE TO SPECIFY NUMBER OF SHARES

16.   Every share certificate shall specify the number and class of shares in
      respect of which it is issued and the amount paid thereon or the fact that
      they are fully paid, as the case may be, and may otherwise be in such form
      as the Board may from time to time prescribe.

JOINT HOLDERS
App 3 r.1(3)

17.   The Company shall not be bound to register more than four persons as joint
      holders of any share. If any share shall stand in the names of two or more
      persons, the person first named in the register shall be deemed the sole
      holder thereof


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      as regards service of notices and, subject to the provisions of these
      Articles, all or any other matters connected with the Company, except the
      transfer of the share.

REPLACEMENT OF SHARE CERTIFICATES
App 3 r.1(1)

18.   If a share certificate is defaced, lost or destroyed, it may be replaced
      on payment of such fee, if any, not exceeding such amount as the Board may
      from time to time require) and on such terms and conditions, if any, as to
      publication of notices, evidence and indemnity, as the Board thinks fit
      and where it is defaced or worn out, after delivery up of the old
      certificate to the Company for cancellation.

                                      LIEN

COMPANY'S LIEN
App 3 r.1(2)

19.   The Company shall have a first and paramount lien on every share (not
      being a fully paid up share) for all moneys, whether presently payable or
      not, called or payable at a fixed time in respect of such share; and the
      Company shall also have a first and paramount lien and charge on all
      shares (other than fully paid up shares) standing registered in the name
      of a member (whether solely or jointly with others) for all the debts and
      liabilities of such member or his estate to the Company and whether the
      same shall have been incurred before or after notice to the Company of any
      equitable or other interest of any person other than such member, and
      whether the period for the payment or discharge of the same shall have
      actually arrived or not, and notwithstanding that the same are joint debts
      or liabilities of such member or his estate and any other person, whether
      such person is a member of the Company or not.

LIEN EXTENDS TO DIVIDENDS AND BONUSES

      The Company's lien (if any) on a share shall extend to all dividends and
      bonuses declared in respect thereof. The Board may resolve that any share
      shall for some specified period be exempt wholly or partially from the
      provisions of this Article.

SALE OF SHARES SUBJECT TO LIEN

20.   The Company may sell in such manner as the Board thinks fit any shares on
      which the Company has a lien, but no sale shall be made unless some sum in
      respect of which the lien exists is presently payable or the liability or
      engagement in respect of which such lien exists is liable to be presently
      fulfilled or discharged, nor until the expiration of 14 days after a
      notice in writing, stating and demanding payment of the sum presently
      payable or specifying the liability or engagement and demanding fulfilment
      or discharge thereof and giving notice of intention to sell in default,
      shall have been given to the registered holder for the time being of the
      shares or the person, of which the Company has notice, entitled to the
      shares by reason of such holder's death,


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      mental disorder or bankruptcy.

APPLICATION OR PROCEEDS OF SUCH SALE

21.   The net proceeds of such sale by the Company after the payment of the
      costs of such sale shall be applied in or towards payment or satisfaction
      of the debt or liability or engagement in respect whereof the lien exists,
      so far as the same is presently payable, and any residue shall (subject to
      a like lien for debts or liabilities not presently payable as existed upon
      the shares prior to the sale and upon surrender, if required by the
      Company, for cancellation of the certificate for the share sold) be paid
      to the holder immediately before such sale of the share. For giving effect
      to any such sale, the Board may authorise any person to transfer the
      shares sold to the purchaser thereof and may enter the purchaser's name in
      the register as holder of the shares, and the purchaser shall not be bound
      to see to the application of the purchase money, nor shall his title to
      the shares be affected by any irregularity or invalidity in the
      proceedings in reference to the sale.

                                 CALLS ON SHARES

CALLS, HOW MADE

22.   The Board may from time to time make such calls as it may think fit upon
      the members in respect of any monies unpaid on the shares held by them
      respectively (whether on account of the nominal amount of the shares or by
      way of premium or otherwise) and not by the conditions of allotment
      thereof made payable at fixed times. A call may be made payable either in
      one sum or by instalments. A call may be revoked or postponed as the Board
      may determine.

NOTICE OF CALL

23.   At least 14 days' notice of any call shall be given to each member
      specifying the time and place of payment and to whom such payment shall be
      made.

COPY OF NOTICE TO BE SENT

24.   A copy of the notice referred to in Article 24 shall be sent in the manner
      in which notices may be sent to members by the Company as herein provided.

EVERY MEMBER LIABLE TO PAY CALL AT APPOINTED TIME AND PLACE

25.   Every member upon whom a call is made shall pay the amount of every call
      so made on him to the person and at the time or times and place or places
      as the Board shall specify. A person upon whom a call is made shall remain
      liable on such call notwithstanding the subsequent transfer of the shares
      in respect of which the call was made.

NOTICE OF CALL MAY BE PUBLISHED IN NEWSPAPERS

26.   In addition to the giving of notice in accordance with Article 25, notice
      of the person appointed to receive payment of every call and of the times
      and places appointed for payment may be given to the members affected by
      notice published in


                                      -11-
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      the newspapers.

WHEN CALL DEEMED TO HAVE BEEN MADE

27.   A call shall be deemed to have been made at the time when the resolution
      of the Board authorising such call was passed.

LIABILITY OF JOINT HOLDERS

28.   The joint holders of a share shall be severally as well as jointly liable
      for the payment of all calls and instalments due in respect of such share
      or other moneys due in respect thereof.

BOARD MAY EXTEND TIME FIXED FOR CALL

29.   The Board may from time to time at its discretion extend the time fixed
      for any call, and may extend such time as to all or any of the members,
      whom by reason of residence outside Hong Kong or other cause the Board
      considers it reasonable to grant an extension to, but no member shall be
      entitled to any such extension as a matter of grace and favour.

INTEREST ON CALLS

30.   If the sum or any instalment payable in respect of any call is unpaid on
      or before the day appointed for payment thereof, the person or persons
      from whom the sum is due shall pay interest on the same at such rate not
      exceeding 15% per annum as the Board shall determine from the day
      appointed for the payment thereof to the time of actual payment, but the
      Board may waive payment of such interest wholly or in part.

SUSPENSION OF PRIVILEGES WHILE CALL IN ARREARS

31.   No member shall be entitled to receive any dividend or bonus or to be
      present and vote (save as proxy for another member) at any general
      meeting, either personally or by proxy, or be reckoned in a quorum, or to
      exercise any other privilege as a member until all sums or instalments due
      from him to the Company in respect of any call, whether alone or jointly
      with any other person, together with interest and expenses (if any) shall
      have been paid.

EVIDENCE IN ACTION FOR CALL

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

SUMS PAYABLE ON ALLOTMENT/IN FUTURE DEEMED A CALL

33.   Any sum which by the terms of allotment of a share is made payable upon
      allotment or at any fixed date, whether on


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      account of the nominal value of the share and/or by way of premium or
      otherwise, shall for all purposes of these Articles be deemed to be a call
      duly made and payable on the date fixed for payment, and in case of
      non-payment, all the relevant provisions of these Articles as to payment
      of interest and expenses, liabilities of joint holders, forfeiture and the
      like, shall apply as if such sum had become payable by virtue of a call
      duly made and notified.

PAYMENT OF CALLS IN ADVANCE
App 3 r.3(1)

34.   The Board may, if it thinks fit, receive from any member willing to
      advance the same, and either in money or money's worth, all or any part of
      the money uncalled and unpaid or instalments payable upon any shares held
      by him, and upon all or any of the moneys so advanced the Company may pay
      interest at such rate (if any) as the Board may decide. The Board may at
      any time repay the amount so advanced upon giving to such member not less
      than one month's notice in writing of its intention in that behalf, unless
      before the expiration of such notice the amount so advanced shall have
      been called up on the shares in respect of which it was advanced. 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.

                               TRANSFER OF SHARES

FORM OF TRANSFER
App. 3 r.1(4)

35.   Subject to applicable securities laws, all transfers of shares may be
      effected by an instrument of transfer in the usual common form or in such
      form consistent with the standard form of transfer as approved by the
      Board. All instruments of transfer must be left at the registered office
      of the Company or at such other place as the Board may appoint and all
      such instruments of transfer shall be retained by the Company.


                                      -13-
<PAGE>

EXECUTION

36.   The instrument of transfer shall be executed by or on behalf of the
      transferor and by or on behalf of the transferee PROVIDED that the Board
      may dispense with the execution of the instrument of transfer by the
      transferee in any case which it thinks fit in its discretion to do so. The
      instrument of transfer of any share shall be in writing and shall be
      executed with a manual signature or facsimile signature (which may be
      machine imprinted or otherwise) by or on behalf of the transferor and
      transferee PROVIDED that in the case of execution by facsimile signature
      by or on behalf of a transferor or transferee, the Board shall have
      previously been provided with a list of specimen signatures of the
      authorised signatories of such transferor or transferee and the Board
      shall be reasonably satisfied that such facsimile signature corresponds to
      one of those specimen signatures. 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.

BOARD MAY REFUSE TO REGISTER A TRANSFER
App 3 r.1(2)

37.   The Board may, in its absolute discretion, and without assigning any
      reason, refuse to register a transfer of any share which is not fully paid
      up or on which the Company has a lien.

NOTICE OF REFUSAL

38.   If the Board shall refuse to register a transfer of any share, it shall,
      within two months after the date on which the transfer was lodged with the
      Company, send to each of the transferor and the transferee notice of such
      refusal.

REQUIREMENTS AS TO TRANSFER

39.   The Board may also decline to register any transfer of any shares unless:

      (a)   the instrument of transfer is lodged with the Company accompanied by
            the certificate for the shares to which it relates (which shall upon
            registration of the transfer be cancelled) and such other evidence
            as the Board may reasonably require to show the right of the
            transferor to make the transfer; and

      (b)   the instrument of transfer is in respect of only one class of
            shares; and

      (c)   the instrument of transfer is properly stamped (in circumstances
            where stamping is required); and

      (d)   in the case of a transfer to joint holders, the number of joint
            holders to which the share is to be transferred does not exceed
            four; and


                                      -14-
<PAGE>

      (e)   the shares concerned are free of any lien in favour of the Company.

App 3 r.1(1)

NO TRANSFER TO AN INFANT ETC

40.   No transfer shall be made to an infant or to a person in respect of whom
      an order has been made by any competent court or official on the grounds
      that he is or may be suffering from mental disorder or is otherwise
      incapable of managing his affairs or under other legal disability.

CERTIFICATE TO BE GIVEN UP ON TRANSFER

41.   Upon every transfer of shares the certificate held by the transferor shall
      be given up to be cancelled, and shall forthwith be cancelled accordingly,
      and a new certificate shall be issued without charge to the transferee in
      respect of the shares transferred to him, and if any of the shares
      included in the certificate so given up shall be retained by the
      transferor, a new certificate in respect thereof shall be issued to him
      without charge. The Company shall also retain the instrument(s) of
      transfer.

WHEN TRANSFER BOOKS AND REGISTER MAY CLOSE

42.   The registration of transfers may, on 14 days' notice being given by
      advertisement published in the newspapers, be suspended and the register
      closed at such times for such periods as the Board may from time to time
      determine, provided always that such registration shall not be suspended
      or the register closed for more than 30 days in any year (or such longer
      period as the members may by ordinary resolution determine provided that
      such period shall not be extended beyond 60 days in any year).

                             TRANSMISSION OF SHARES

DEATH OF REGISTERED HOLDER OR OF JOINT HOLDER OF SHARES

43.   In the case of the death of a member, the survivor or survivors where the
      deceased was a joint holder, and the legal personal representatives of the
      deceased where he was a sole 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 a deceased holder
      (whether sole or joint) from any liability in respect of any share solely
      or jointly held by him.

REGISTRATION OF PERSONAL REPRESENTATIVES AND TRUSTEE IN BANKRUPTCY

44.   Any person becoming entitled to a share in consequence of the death or
      bankruptcy or winding-up of a member may, upon such evidence as to his
      title being produced as may from time to time be required by the Board and
      subject as hereinafter provided, either be registered himself as holder of
      the share or elect to have some other person nominated by him registered
      as the transferee thereof.


                                      -15-
<PAGE>

NOTICE OF ELECTION TO BE REGISTERED/REGISTRATION OF NOMINEE

45.   If the person so becoming entitled shall elect to be registered himself,
      he shall deliver or send to the Company a notice in writing signed by him
      stating that he so elects. If he shall elect to have his nominee
      registered he shall testify his election by executing in favour of his
      nominee a transfer of such share. All the limitations, restrictions and
      provisions of these Articles relating to the right to transfer and the
      registration of transfers of shares shall be applicable to any such notice
      or transfer as aforesaid as if the death or bankruptcy or winding-up of
      the member had not occurred and the notice or transfer were a transfer
      executed by such member.

RETENTION OF DIVIDENDS, ETC., UNTIL TRANSFER OR TRANSMISSION OF SHARES OF A
DECEASED OR BANKRUPT MEMBER

46.   A person becoming entitled to a share by reason of the death or bankruptcy
      or winding-up of the holder shall be entitled to the same dividends and
      other advantages to which he would be entitled if he were the registered
      holder of the share. However, the Board may, if it thinks fit, withhold
      the payment of any dividend payable or other advantages in respect of such
      share until such person shall become the registered holder of the share or
      shall have effectually transferred such share, but, subject to the
      requirements of Article 85 being met, such a person may vote at meetings.

                              FORFEITURE OF SHARES

IF CALL OR INSTALMENT NOT PAID NOTICE MAY BE GIVEN

47.   If a member fails to pay any call or instalment of a call on the day
      appointed for payment thereof, the Board may, at any time during such time
      as any part thereof remains unpaid, without prejudice to the provisions of
      Article 32, serve a notice on him requiring payment of so much of the call
      or instalment as is unpaid, together with any interest which may have
      accrued and which may still accrue up to the date of actual payment.

FORM OF NOTICE

48.   The notice shall name a further day (not earlier than the expiration of 14
      days from the date of service of the notice) on or before which, and the
      place where, 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 and at the
      place appointed, the shares in respect of which the call was made or
      instalment is unpaid will be liable to be forfeited. The Board may accept
      a surrender of any share liable to be forfeited hereunder and in such
      case, references in these Articles to forfeiture shall include surrender.

IF NOTICE NOT COMPLIED WITH SHARES MAY BE FORFEITED

49.   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


                                      -16-
<PAGE>

      required by the notice has been made, be forfeited by a resolution of the
      Board to that effect. Such forfeiture shall include all dividends and
      bonuses declared in respect of the forfeited share, and not actually paid
      before the forfeiture.

FORFEITED SHARES TO BE DEEMED PROPERTY OF COMPANY

50.   Any share so forfeited shall be deemed to be the property of the Company,
      and may be re-allotted sold or otherwise disposed of on such terms and in
      such manner as the Board thinks fit and at any time before a re-allotment,
      sale or disposition the forfeiture may be cancelled by the Board on such
      terms as it thinks fit.

ARREARS TO BE PAID NOTWITHSTANDING FORFEITURE

51.   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 moneys which, at the date of forfeiture, were
      payable by him to the Company in respect of the shares, together with (if
      the Board shall in its discretion so require) interest thereon from the
      date of forfeiture until payment at such rate not exceeding 15% per annum
      as the Board may prescribe, and the Board may enforce the payment thereof
      if it thinks fit, and without any deduction or allowance for the value of
      the shares forfeited, at the date of forfeiture. For the purposes of this
      Article any sum which, by the terms of issue of a share, is payable
      thereon at a fixed time which is subsequent to the date of forfeiture,
      whether on account of the nominal value of the share or by way of premium,
      shall notwithstanding that time has not yet arrived, be deemed to be
      payable at the date of forfeiture, and the same shall become due and
      payable immediately upon the forfeiture, but interest thereon shall only
      be payable in respect of any period between the said fixed time and the
      date of actual payment.

EVIDENCE OF FORFEITURE

52.   A statutory declaration in writing that the declarant is a Director or
      Secretary of the Company, and that a share in the Company has been duly
      forfeited on a date stated in the declaration, shall be conclusive
      evidence of the facts therein stated as against all persons claiming to be
      entitled to the share. The Company may receive the consideration, if any,
      given for the share on any re-allotment, sale or disposition thereof and
      the Board may authorise any person to execute a letter of re-allotment or
      transfer the share in favour of the person to whom the share is
      re-allotted, 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 subscription or 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, re-allotment, sale or other disposal of the
      share.

NOTICE AFTER FORFEITURE

53.   When any share shall have been forfeited, notice of the


                                      -17-
<PAGE>

      forfeiture shall be given to the member in whose name it stood immediately
      prior to the forfeiture, and an entry of the forfeiture, with the date
      thereof, shall forthwith be made in the register. Notwithstanding the
      above, no forfeiture shall be in any manner invalidated by any omission or
      neglect to give such notice as aforesaid.

POWER TO REDEEM FORFEITED SHARES

54.   Notwithstanding any such forfeiture as aforesaid, the Board may at any
      time, before any share so forfeited shall have been re-allotted, sold, or
      otherwise disposed of, permit the share forfeited to be redeemed upon the
      terms of payment of all calls and interest due upon and expenses incurred
      in respect of the share, and upon such further terms (if any) as it thinks
      fit.

FORFEITURE NOT TO PREJUDICE COMPANY'S RIGHT TO CALL OR INSTALMENT

55.   The forfeiture of a share shall not prejudice the right of the Company to
      any call already made or instalment payable thereon.

FORFEITURE FOR NON-PAYMENT OF ANY SUM DUE ON SHARES

56.   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.

                                      STOCK

POWER TO CONVERT INTO STOCK

57.   Subject to the Companies Law, the Company may by ordinary resolution
      convert any fully paid up shares into stock, and may from time to time by
      like resolution re-convert any stock into fully paid up shares of any
      denomination.

TRANSFER OF STOCK

58.   The holders of stock may transfer the same or any part thereof in the same
      manner, and subject to the same regulations as and subject to which the
      shares from which the stock arose might prior to conversion have been
      transferred or as near thereto as circumstances admit, but the Board may
      from time to time, if it thinks fit, fix the minimum amount of stock
      transferable and restrict or forbid the transfer of fractions of that
      minimum, but so that such minimum shall not exceed the nominal amount of
      the shares from which the stock arose. No warrants to bearer shall be
      issued in respect of any stock.

RIGHTS OF STOCKHOLDERS

59.   The holders of stock shall, according to the amount of the stock held by
      them, have the same rights, privileges and


                                      -18-
<PAGE>

      advantages as regards dividends, participation in assets on a winding up,
      voting at meetings, and other matters, as if they held the shares from
      which the stock arose, but no such privilege or advantage (except
      participation in the dividends and profits of the Company) shall be
      conferred by an amount of stock which would not, if existing in shares,
      have conferred such privilege or advantage.

INTERPRETATION

60.   Such of the provisions of these Articles as are applicable to paid up
      shares shall apply to stock, and the words "share" and "shareholder"
      therein shall include "stock" and "stockholder".

                              ALTERATION OF CAPITAL

61.   (a)   The Company may from time to time by ordinary resolution:

CONSOLIDATION AND DIVISION OF CAPITAL AND SUB-DIVISION AND CANCELLATION OF
SHARES

      (i)   consolidate and divide all or any of its share capital into shares
            of larger amount than its existing shares. On any consolidation of
            fully paid shares and division into shares of larger amount, the
            Board may settle any difficulty which may arise as it thinks
            expedient and in particular (but without prejudice to the generality
            of the foregoing) may as between the holders of shares to be
            consolidated determine which particular shares are to be
            consolidated into each consolidated share, and if it shall happen
            that any person shall become entitled to fractions of a consolidated
            share or shares, such fractions may be sold by some person appointed
            by the Board for that purpose and the person so appointed may
            transfer the shares so sold to the purchaser thereof and the
            validity of such transfer shall not be questioned, and so that the
            net proceeds of such sale (after deduction of the expenses of such
            sale) may either be distributed among the persons who would
            otherwise be entitled to a fraction or fractions of a consolidated
            share or shares rateably in accordance with their rights and
            interests or may be paid to the Company for the Company's benefit;

      (ii)  cancel any shares which at the date of the passing of the resolution
            have not been taken or agreed to be taken by any person, and
            diminish the amount of its share capital by the amount of the shares
            so cancelled subject to the provisions of the Law; and

      (iii) sub-divide its shares or any of them into shares of smaller amount
            than is fixed by the Memorandum of


                                      -19-
<PAGE>

            Association of the Company, subject nevertheless to the provisions
            of the Law, and so that the resolution whereby any share is
            sub-divided may determine that, as between the holders of the shares
            resulting from such sub-division, one or more of the shares may have
            any such preferred or other special rights, over, or may have such
            deferred rights or be subject to any such restrictions as compared
            with the others as the Company has power to attach to unissued or
            new shares.

REDUCTION OF CAPITAL

      (b)   The Company may by special resolution reduce its share capital,
            any capital redemption reserve or any share premium account in any
            manner authorised and subject to any conditions prescribed by the
            Law.

                                BORROWING POWERS

POWER TO BORROW

62.   The Board may from time to time at its discretion exercise all the powers
      of the Company to raise or borrow or to secure the payment of any sum or
      sums of money for the purposes of the Company and to mortgage or charge
      its undertaking, property and assets (present and future) and uncalled
      capital or any part thereof.

CONDITIONS ON WHICH MONEY MAY BE BORROWED

63.   The Board may raise or secure the payment or repayment of such sum or sums
      in such manner and upon such terms and conditions in all respects as it
      thinks fit and, in particular, by the issue of debentures, debenture
      stock, bonds or other securities of the Company, whether outright or as
      collateral security for any debts, liability or obligations of the Company
      or of any third party.

ASSIGNMENT

64.   Debentures, debenture stock, bonds and other securities may be made
      assignable free from any equities between the Company and the person to
      whom the same may be issued.

SPECIAL PRIVILEGES

65.   Any debentures, debenture stock, bonds or other securities may be issued
      at a discount, premium or otherwise and with any special privileges as to
      redemption, surrender, drawings, allotment of shares, attending and voting
      at general meetings of the Company, appointment of Directors and
      otherwise.

REGISTER OF CHARGES TO BE KEPT

66.   (a)   The Board shall cause a proper register to be kept, in accordance
            with the provisions of the Law, of all mortgages and charges
            specifically affecting the property of the Company and shall duly
            comply with the requirements of the Law in regard to the
            registration of mortgages and charges therein specified and
            otherwise.


                                      -20-
<PAGE>

REGISTER OF DEBENTURES OR DEBENTURE STOCK

      (b)   If the Company issues debentures or debenture stock (whether as part
            of a series or as individual instruments) not transferable by
            delivery, the Board shall cause a proper register to be kept of the
            holders of such debentures.

MORTGAGE OF UNCALLED CAPITAL

67.   Where any uncalled capital of the Company is charged, all persons taking
      any subsequent charge thereon shall take the same subject to such prior
      charge, and shall not be entitled, by notice to the members or otherwise,
      to obtain priority over such prior charge.

                                GENERAL MEETINGS

WHEN ANNUAL GENERAL MEETING TO BE HELD

68.   The Company shall in each year hold a general meeting as its annual
      general meeting in addition to any other meeting in that year and shall
      specify the meeting as such in the notices calling it; and not more than
      15 months shall elapse between the date of one annual general meeting of
      the Company and that of the next. So long as the first annual general
      meeting of the Company is held within 15 months from the date of its
      incorporation, it need not be held in the year of its incorporation. The
      annual general meeting shall be held at such time and place as the Board
      shall appoint.

EXTRAORDINARY GENERAL MEETING

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

CONVENING OF EXTRAORDINARY GENERAL MEETING

70.   The Board may, whenever it thinks fit, convene an extraordinary general
      meeting. General meetings shall also be convened on the written
      requisition of any two or more members of the Company deposited at the
      principal office of the Company in Hong Kong or, in the event the Company
      ceases to have such a principal office, the registered office specifying
      the objects of the meeting and signed by the requisitionists, provided
      that such requisitionists held as at the date of deposit of the
      requisition not less than one-tenth of the paid up capital of the Company
      which carries the right of voting at general meetings of the Company.
      General meetings may also be convened on the written requisition of any
      one member of the Company which is a recognised clearing house (or its
      nominee) deposited at the principal office of the Company in Hong Kong or,
      in the event the Company ceases to have such a principal office, the
      registered office specifying the objects of the meeting and signed by the
      requisitionist, provided that such requisitionist held as at the date of
      deposit of the requisition not less than one-tenth of the paid up capital
      of the Company which carries the right of voting at general meetings of
      the


                                      -21-
<PAGE>

      Company. If the Board does not within 21 days from the date of deposit of
      the requisition proceed duly to convene the meeting, the requisitionist(s)
      themselves or any of them representing more than one-half of the total
      voting rights of all of them, may convene the general meeting in the same
      manner, as nearly as possible, as that in which meetings may be convened
      by the Board provided that any meeting so convened shall not be held after
      the expiration of three months from the date of deposit of the
      requisition, and all reasonable expenses incurred by the requisitionist(s)
      as a result of the failure of the Board shall be reimbursed to them by the
      Company.

NOTICE OF MEETINGS
App 13 Part B r.3(1)

71.   (a)   An annual general meeting and any extraordinary general meeting
            called for the passing of a special resolution shall be called by
            not less than 21 days' notice in writing and any other extraordinary
            general meeting shall be called by not less than 14 days' notice in
            writing. The notice shall be exclusive of the day on which it is
            served or deemed to be served and of the day for which it is given,
            and shall specify the time, place, and agenda of the meeting,
            particulars of the resolutions to be considered at the meeting and
            in the case of special business (as defined in Article 74) the
            general nature of that business. The notice convening an annual
            general meeting shall specify the meeting as such, and the notice
            convening a meeting to pass a special resolution shall specify the
            intention to propose the resolution as a special resolution. Notice
            of every general meeting shall be given to the Auditors and to all
            members other than such as, under the provisions hereof or the terms
            of issue of the shares they hold, are not entitled to receive such
            notice from the Company.

      (b)   Notwithstanding that a meeting of the Company is called by shorter
            notice than that referred to in paragraph (a) hereof, it shall be
            deemed to have been duly called if it is so agreed:

            (i)   in the case of a meeting called as an annual general meeting,
                  by all the members of the Company (or in the case of a member
                  being a corporation, by its duly authorized representative)
                  entitled to attend and vote thereat or their proxies; and

            (ii)  in the case of any other meeting, by a majority in number of
                  the members having a right to attend and vote at the meeting,
                  being


                                      -22-
<PAGE>

                  a majority together holding not less than 95% in nominal value
                  of the shares giving that right.

      (c)   There shall appear with reasonable prominence in every notice of
            general meetings of the Company a statement that a member entitled
            to attend and vote is entitled to appoint a proxy to attend and, on
            a poll, vote instead of him and that a proxy need not be a member of
            the Company.

OMISSION TO GIVE NOTICE/INSTRUMENT OF PROXY

72.   (a)   The accidental omission to give any such notice to, or the
            non-receipt of any such notice by, any person entitled to receive
            notice shall not invalidate any resolution passed or any proceeding
            at any such meeting.

      (b)   In cases where instruments of proxy are sent out with notices, the
            accidental omission to send such instrument of proxy to, or the
            non-receipt of such instrument of proxy by, any person entitled to
            receive notice shall not invalidate any resolution passed or any
            proceeding at any such meeting.

                         PROCEEDINGS AT GENERAL MEETINGS

SPECIAL BUSINESS

73.   All business shall be deemed special that is transacted at an
      extraordinary general meeting and also all business shall be deemed
      special that is transacted at an annual general meeting with the exception
      of the following, which shall be deemed ordinary business:

      (a)   the declaration and sanctioning of dividends;

      (b)   the consideration and adoption of the accounts and balance sheets
            and the reports of the Directors and Auditors and other documents
            required to be annexed to the balance sheet;

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

      (d)   the appointment of Auditors;

      (e)   the fixing of, or the determining of the method of fixing of, the
            remuneration of the Directors and of the Auditors;

      (f)   the granting of any mandate or authority to the Directors to offer,
            allot, grant options over, or otherwise dispose of the unissued
            shares of the


                                      -23-
<PAGE>

            Company representing not more than 20% in nominal value of its then
            existing issued share capital and the number of any securities
            repurchased pursuant to paragraph (g) of this Article; and

      (g)   the granting of any mandate or authority to the Directors to
            repurchase securities of the Company.

QUORUM

74.   For all purposes the quorum for a general meeting shall be a member or
      members (or in the case of a member being a corporation, by its duly
      authorized representative) together holding (or representing by proxy) at
      the date of the relevant meeting not less than one-third of the then
      outstanding shares of the Company's ordinary shares that are entitled to
      vote at such meeting. No business (except the appointment of a Chairman)
      shall be transacted at any general meeting unless the requisite quorum
      shall be present at the commencement of the business.

WHEN IF QUORUM NOT PRESENT MEETING TO BE DISSOLVED AND WHEN TO BE ADJOURNED

75.   If within 15 minutes from the time appointed for the meeting a quorum is
      not present, the meeting, if convened upon the requisition of members,
      shall be dissolved, but in any other case it shall stand adjourned to the
      same day in the next week and at such time and place as shall be decided
      by the Board, and if at such adjourned meeting a quorum is not present
      within 15 minutes from the time appointed for holding the meeting, the
      member or members present in person (or in the case of a member being a
      corporation, by its duly authorized representative) or by proxy shall be a
      quorum and may transact the business for which the meeting was called.

CHAIRMAN OF GENERAL MEETING

76.   The Chairman shall take the chair at every general meeting, or, if there
      be no such Chairman or, if at any general meeting such Chairman shall not
      be present within 15 minutes after the time appointed for holding such
      meeting or is unwilling to act, the Directors present shall choose another
      Director as Chairman, and if no Director be present, or if all the
      Directors present decline to take the chair, or if the Chairman chosen
      shall retire from the chair, then the members present shall choose one of
      their own number to be Chairman.

POWER TO ADJOURN GENERAL MEETING/BUSINESS OF ADJOURNED MEETING

77.   The Chairman may, with the consent of any general meeting at which a
      quorum is present, and shall, if so directed by the meeting, adjourn any
      meeting from time to time and from place to place as the meeting shall
      determine. Whenever a meeting is adjourned for 14 days or more, at least
      seven clear days' notice, specifying the place, the day and the hour of
      the adjourned meeting shall be given in the same manner as in the case of
      an original meeting but it shall not be


                                      -24-
<PAGE>

      necessary to specify in such notice the nature of the business to be
      transacted at the adjourned meeting. Save as aforesaid, no member shall be
      entitled to any notice of an adjournment or of the business to be
      transacted at any adjourned meeting. No business shall be transacted at
      any adjourned meeting other than the business which might have been
      transacted at the meeting from which the adjournment took place.

RIGHT TO DEMAND A POLL AND WHAT IS TO BE EVIDENCE OF THE PASSING OF A RESOLUTION
WHERE POLL NOT DEMANDED

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

      (a)   the Chairman of the meeting; or

App 13 Part B r.2(3)

      (b)   at least five members present in person (or in the case of a member
            being a corporation, by its duly authorized representative) or by
            proxy and entitled to vote; or

App 13 Part B r.2(3)

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

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

      Unless a poll is so demanded and not withdrawn, 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 book containing the minutes of proceedings of
      meetings of the Company 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.

POLL

79.   (a)   If a poll is demanded as aforesaid, it shall (subject as provided in
            Article 81) be taken in such manner (including the use of ballot or
            voting papers or tickets) and at such time and place, not being more
            than 30 days from the date of the meeting or


                                      -25-
<PAGE>

            adjourned meeting at which the poll was demanded as the Chairman
            directs. No notice need be given of a poll not taken immediately.
            The result of the poll shall be deemed to be the resolution of the
            meeting at which the poll was demanded. The demand for a poll may be
            withdrawn, with the consent of the Chairman, at any time before the
            close of the meeting at which the poll was demanded or the taking of
            the poll, whichever is earlier.

BUSINESS MAY PROCEED NOTWITHSTANDING DEMAND FOR POLL

      (b)   The demand of a poll shall not prevent the continuance of a meeting
            for the transaction of any business other than the question on which
            a poll has been demanded.

IN WHAT CASE POLL TAKEN WITHOUT ADJOURNMENT

80.   Any poll duly demanded on the election of a Chairman of a meeting or on
      any question of adjournment shall be taken at the meeting and without
      adjournment.

CHAIRMAN TO HAVE CASTING VOTE

81.   In the case of an equality of votes, whether on a show of hands or on a
      poll, the Chairman of the meeting at which the show of hands takes place
      or at which the poll is demanded, shall be entitled to a second or casting
      vote.

WRITTEN RESOLUTIONS

82.   A resolution in writing (in one or more counterparts), including a special
      resolution, 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 appointed 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. Any such resolution shall be deemed to
      have been passed at a meeting held on the date on which it was signed by
      the last member to sign.

                                VOTES OF MEMBERS

VOTES OF MEMBERS

83.   Subject to any special rights, privileges or restrictions as to voting for
      the time being attached to any class or classes of shares, at any general
      meeting on a show of hands every member who is present in person (or, in
      the case of a member being a corporation by its duly authorised
      representative) shall have one vote, and on a poll every member present in
      person (or, in the case of a member being a corporation, by its duly
      authorised representative) or by proxy shall have one vote for each share
      registered in his name in the register. On a poll a member entitled to
      more than one vote is under no obligation to cast all his votes in the
      same way.

VOTES IN RESPECT OF DECEASED AND BANKRUPT MEMBERS

84.   Any person entitled under Article 45 to be registered as a


                                      -26-
<PAGE>

      shareholder may vote at any general meeting in respect thereof in the same
      manner as if he were the registered holder of such shares, provided that
      at least 48 hours before the time of the holding of the meeting or
      adjourned meeting (as the case may be) at which he proposed to vote, he
      shall satisfy the Board of his right to be registered as the holder of
      such shares or the Board shall have previously admitted his right to vote
      at such meeting in respect thereof.

VOTES OF JOINT HOLDERS

85.   Where there are joint registered holders of any share, any one of such
      persons may vote at any meeting, either personally or by proxy, in respect
      of such share as if he were solely entitled thereto; but if more than one
      of such joint holders be present at any meeting personally or by proxy,
      that one of the said persons so present being the most or, as the case may
      be, the more senior shall alone be entitled to vote in respect of the
      relevant joint holding and, for this purpose, seniority shall be
      determined by reference to the order in which the names of the joint
      holders stand on the register in respect of the relevant joint holding.
      Several executors or administrators of a deceased member in whose name any
      share stands shall for the purposes of this Article be deemed joint
      holders thereof.

VOTES OF MEMBER OF UNSOUND MIND

86.   A member in respect of whom an order has been made by any competent court
      or official on the grounds that he is or may be suffering from mental
      disorder or is otherwise incapable of managing his affairs may vote,
      whether on a show of hands or on a poll, by any person authorised in such
      circumstances to do so, and such person may vote on a poll by proxy.

QUALIFICATION FOR VOTING

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

OBJECTIONS TO VOTING

      (b)   No objection shall be raised as to the qualification of any person
            exercising or purporting to exercise any vote or to the
            admissibility of any vote except at the meeting or adjourned meeting
            at which the person exercising or purporting to exercise his vote or
            the vote objected to is given or tendered, and every vote not
            disallowed at such meeting shall be valid for all purposes. In the
            case of any dispute as to the


                                      -27-
<PAGE>

            admission or rejection of any vote, the Chairman of the meeting
            shall determine the same and such determination shall be final and
            conclusive.

PROXIES
App 13 Part B r.2(2)

88.   Any member of the Company entitled to attend and vote at a meeting of the
      Company shall be entitled to appoint another person (who must be an
      individual) as his proxy to attend and vote instead of him and a proxy so
      appointed shall have the same right as the member to speak at the meeting.
      On a poll votes may be given either personally or by proxy. A proxy need
      not be a member of the Company. A member may appoint any number of proxies
      to attend in his stead at any one general meeting (or at any one class
      meeting).

INSTRUMENT APPOINTING PROXY TO BE IN WRITING
App 3 r.11(2)

89.   The instrument appointing a proxy shall be in writing under the hand of
      the appointor or of his attorney authorised in writing, or if the
      appointor is a corporation, either under its seal or under the hand of an
      officer, attorney or other person duly authorised to sign the same.

DELIVERY OF AUTHORITY FOR APPOINTMENT OF PROXY OR COPY RESOLUTION APPOINTING
REPRESENTATIVE

90.   The instrument appointing a proxy and (if required by the Board) the power
      of attorney or other authority, (if any) under which it is signed, or a
      notarially certified copy of such power or authority, shall be delivered
      at the registered office of the Company (or at such other place as may be
      specified in the notice convening the meeting or in any notice of any
      adjournment or, in either case, in any document sent therewith) not less
      than 48 hours before the time appointed for holding the meeting or
      adjourned meeting at which the person named in the instrument proposes to
      vote, or, in the case of a poll taken subsequently to the date of a
      meeting or adjourned meeting, not less than 48 hours before the time
      appointed for the taking of the poll, and in default the instrument of
      proxy shall not be treated as valid provided always 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 or cable or
      facsimile confirmation from the appointor that the instrument of proxy
      duly signed is in the course of transmission to the Company. No instrument
      appointing a proxy shall be valid after the expiration of 12 months from
      the date named in it as the date of its execution. Delivery of any
      instrument appointing a proxy shall not preclude a member from attending
      and voting in person at the meeting or poll concerned and, in such event,
      the instrument appointing a proxy shall be deemed to be revoked.

FORM OF PROXY
App 3 r.11(1)

91.   Every instrument of proxy, whether for a specified meeting or otherwise,
      shall be in common form or such other form as the Board may from time to
      time approve, provided that it


                                      -28-
<PAGE>

      shall enable a member, according to his intention, to instruct his proxy
      to vote in favour of or against (or in default of instructions or in the
      event of conflicting instructions, to exercise his discretion in respect
      of) each resolution to be proposed at the meeting to which the form of
      proxy relates.

AUTHORITY UNDER INSTRUMENT APPOINTING PROXY

92.   The instrument appointing a proxy to vote at a general meeting shall: (a)
      be deemed to confer authority to demand or join in demanding a poll and to
      vote on any amendment of a resolution put to the meeting for which it is
      given as the proxy thinks fit; and (b) unless the contrary is stated
      therein, be valid as well for any adjournment of the meeting as for the
      meeting to which it relates, provided that the meeting was originally held
      within 12 months from such date.

WHEN VOTE BY PROXY/REPRESENTATIVE VALID THOUGH AUTHORITY REVOKED

93.   A vote given in accordance with the terms of an instrument of proxy or
      resolution of a member shall be valid notwithstanding the previous death
      or insanity of the principal or revocation of the proxy or power of
      attorney or other authority under which the proxy or resolution of a
      member was executed or revocation of the relevant resolution or the
      transfer of the share in respect of which the proxy was given, provided
      that no intimation in writing of such death, insanity, revocation or
      transfer as aforesaid shall have been received by the Company at its
      registered office, or at such other place as is referred to in Article 91,
      at least two hours before the commencement of the meeting or adjourned
      meeting at which the proxy is used.

CORPORATIONS/CLEARING HOUSES ACTING BY REPRESENTATIVES AT MEETINGS
App. 13 Part B r.2(2)

94.   (a)   Any corporation which is a member of the Company may, by resolution
            of its directors or other governing body or by power of attorney,
            authorise such person as it thinks fit to act as its representative
            at any meeting of the Company or of members of any class of shares
            of the Company and the person so authorised shall be entitled to
            exercise the same powers on behalf of the corporation which he
            represents as that corporation could exercise if it were an
            individual member of the Company and where a corporation is so
            represented, it shall be treated as being present at any meeting in
            person.

App 13 Part B r.6

      (b)   If a recognised clearing house (or its nominee) is a member of the
            Company it may, by resolution of its directors or other governing
            body or by power of attorney, authorise such person or persons as it
            thinks fit to act as its proxy(ies) or representative(s) at any
            general meeting of the Company or at any general meeting of any
            class of members of the Company provided that, if more than one
            person is so authorised, the authorisation shall specify the


                                      -29-
<PAGE>

            number and class of shares in respect of which each such person is
            so authorised. A person so authorised pursuant to this provision
            shall be entitled to exercise the same rights and powers on behalf
            of the recognised clearing house (or its nominee) which he
            represents as that recognised clearing house (or its nominee) could
            exercise if it were an individual member of the Company holding the
            number and class of shares specified in such authorisation,
            including the right to vote individually on a show of hands
            notwithstanding any contrary provision contained in Article 84.

                                REGISTERED OFFICE

REGISTERED OFFICE

95.   The registered office of the Company shall be at such place in the Cayman
      Islands as the Board shall from time to time appoint.

                               BOARD OF DIRECTORS

CONSTITUTION

96.   The number of Directors shall not be less than two.

BOARD MAY FILL VACANCIES/APPOINT ADDITIONAL DIRECTORS

App 3 r.4(2)

97.   The Board shall have power from time to time and at any to appoint
      any person as a Director either to fill a casual vacancy or as an addition
      to the Board. Any Director so appointed shall hold office only until the
      next following annual general meeting of the Company and shall then be
      eligible for re-election at that meeting provided that any Director who so
      retires shall not be taken into account in determining the number of
      Directors who are to retire at such meeting by rotation pursuant to
      Article 115.

ALTERNATE DIRECTORS

98.   (a)   A Director may at any time by notice in writing delivered to the
            registered office of the Company or at a meeting of the Board,
            appoint any person (including another Director) to be his alternate
            Director in his place during his absence and may in like manner at
            any time determine such appointment. Such appointment, unless
            previously approved by the Board, shall have effect only upon and
            subject to being so approved, provided that the Board may not
            withhold approval of any such appointment where the proposed
            appointee is a Director.

      (b)   The appointment of an alternate Director shall determine on the
            happening of any event which, were he a Director, would cause him to
            vacate such


                                      -30-
<PAGE>

            office or if his appointor ceases to be a Director.

      (c)   An alternate Director shall (except when absent from Hong Kong), be
            entitled to receive and waive (in lieu of his appointor) notices of
            meetings of the Directors and shall be entitled to attend and vote
            as a Director and be counted in the quorum at any such meeting at
            which the Director appointing him is not personally present and
            generally at such meeting to perform all the functions of his
            appointor as a Director and for the purposes of the proceedings at
            such meeting the provisions of these Articles shall apply as if he
            (instead of his appointor) were a Director. If he shall be himself a
            Director or shall attend any such meeting as an alternate for more
            than one Director his voting rights shall be cumulative and he need
            not use all his votes or cast all the votes he uses in the same way.
            If his appointor is for the time being absent from Hong Kong or
            otherwise not available or unable to act (as to which a certificate
            by the alternate shall in the absence of actual notice to the
            contrary to other Directors be conclusive), his signature to any
            resolution in writing of the Directors shall be as effective as the
            signature of his appointor. To such extent as the Board may from
            time to time determine in relation to any committee of the Board,
            the foregoing provisions of this paragraph shall also apply mutatis
            mutandis to any meeting of any such committee of which his appointor
            is a member. An alternate Director shall not, save as aforesaid,
            have power to act as a Director nor shall he be deemed to be a
            Director for the purposes of these Articles.

      (d)   An alternate Director shall be entitled to contract and be
            interested in and benefit from contracts or arrangements or
            transactions and to be repaid expenses and to be indemnified to the
            same extent mutatis mutandis as if he were a Director, but he shall
            not be entitled to receive from the Company in respect of his
            appointment as alternate Director any remuneration except only such
            part (if any) of the remuneration otherwise payable to his appointor
            as such appointor may by notice in writing to the Company from time
            to time direct.

      (e)   In addition to the foregoing provisions of this Article, a Director
            may be represented at any meeting of the Board (or of any committee
            of the Board) by a proxy appointed by him, in which event the
            presence or vote of the proxy shall for all


                                      -31-
<PAGE>

            purposes be deemed to be that of the Director. A proxy need not
            himself be a Director and the provisions of Articles 89 to 94 shall
            apply mutatis mutandis to the appointment of proxies by Directors
            save that an instrument appointing a proxy shall not become invalid
            after the expiration of twelve months from its date of execution but
            shall remain valid for such period as the instrument shall provide
            or, if no such provision is made in the instrument, until revoked in
            writing and save also that a Director may appoint any number of
            proxies although only one such proxy may attend in his stead at
            meetings of the Board (or of any committee of the Board).

QUALIFICATION OF DIRECTORS

99.   A Director need not hold any qualification shares. No Director shall be
      required to vacate office or be ineligible for re-election or
      re-appointment as a Director and no person shall be ineligible for
      appointment as a Director by reason only of his having attained any
      particular age.

DIRECTORS' REMUNERATION

100.  (a)   The Directors shall be entitled to receive by way of remuneration
            for their services such sum as shall from time to time be determined
            by the Company in general meeting or by the Board, as the case may
            be, such sum (unless otherwise directed by the resolution by which
            it is determined) to be divided amongst the Directors in such
            proportions and in such manner as they may agree, or failing
            agreement, equally, except that in such event any Director holding
            office for less than the whole of the relevant period in respect of
            which the remuneration is paid shall only rank in such division in
            proportion to the time during such period for which he has held
            office. Such remuneration shall be in addition to any other
            remuneration to which a Director who holds any salaried employment
            or office in the Company may be entitled by reason of such
            employment or office.

App 13 Part B r.5(4)

      (b)   Payment to any Director or past Director of any sum by way of
            compensation for loss of office or as consideration for or in
            connection with his retirement from office (not being a payment to
            which the Director is contractually entitled) must first be approved
            by the Company in general meeting.

DIRECTORS' EXPENSES

101.  The Directors shall be entitled to be paid all expenses, including travel
      expenses, reasonably incurred by them in or in connection with the
      performance of their duties as Directors including their expenses of
      travelling to and from


                                      -32-
<PAGE>

      Board meetings, committee meetings or general meetings or otherwise
      incurred whilst engaged on the business of the Company or in the discharge
      of their duties as Directors.

SPECIAL REMUNERATION

102.  The Board may grant special remuneration to any Director, who shall
      perform any special or extra services at the request of the Company. Such
      special remuneration may be made payable to such Director in addition to
      or in substitution for his ordinary remuneration as a Director, and may be
      made payable by way of salary, commission or participation in profits or
      otherwise as may be agreed.

REMUNERATION OF MANAGING DIRECTORS, ETC.

103.  The remuneration of an Executive Director (as appointed according to
      Article 107) or a Director appointed to any other office in the management
      of the Company shall from time to time be fixed by the Board and may be by
      way of salary, commission, or participation in profits or otherwise or by
      all or any of those modes and with such other benefits (including share
      option and/or pension and/or gratuity and/or other benefits on retirement)
      and allowances as the Board may from time to time decide. Such
      remuneration shall be in addition to such remuneration as the recipient
      may be entitled to receive as a Director.

WHEN OFFICE OF DIRECTOR TO BE VACATED

104.  The office of a Director shall be vacated:

      (i)   if he resigns his office by notice in writing to the Company at its
            registered office or its principal office in Hong Kong;

      (ii)  if an order is made by any competent court or official on the
            grounds that he is or may be suffering from mental disorder or is
            otherwise incapable of managing his affairs and the Board resolves
            that his office be vacated;

      (iii) if, without leave, he is absent from meetings of the Board (unless
            an alternate Director appointed by him attends in his place) for a
            continuous period of 12 months, and the Board resolves that his
            office be vacated;

      (iv)  if he becomes bankrupt or has a receiving order made against him or
            suspends payment or compounds with his creditors generally;

      (v)   if he ceases to be or is prohibited from being a Director by law or
            by virtue of any provisions in these Articles;

      (vi)  if he shall be removed from office by notice in


                                      -33-
<PAGE>

            writing served upon him signed by not less than three-fourths in
            number (or, if that is not a round number, the nearest lower round
            number) of the Directors (including himself) then in office; or

App 13 Part B r.5(1)

      (vii) if he shall be removed from office by a special resolution of the
            members of the Company under Article 121(a).

DIRECTORS MAY CONTRACT WITH COMPANY
App 13 Part B r.5(3)

105.  (a)   (i)   No Director or proposed Director shall be disqualified by his
                  office from contracting with the Company either as vendor,
                  purchaser or otherwise nor shall any such contract or any
                  contract or arrangement entered into by or on behalf of the
                  Company with any person, company or partnership of or in which
                  any Director shall be a member or otherwise interested be
                  capable on that account of being avoided, nor shall any
                  Director so contracting or being any member or so interested
                  be liable to account to the Company for any profit so realised
                  by any such contract or arrangement by reason only of such
                  Director holding that office or the fiduciary relationship
                  thereby established, provided that such Director shall, if his
                  interest in such contract or arrangement is material, declare
                  the nature of his interest at the earliest meeting of the
                  Board at which it is practicable for him to do so, either
                  specifically or by way of a general notice stating that, by
                  reason of the facts specified in the notice, he is to be
                  regarded as interested in any contracts of a specified
                  description which may subsequently be made by the Company.

            (ii)  Any Director may continue to be or become a director, managing
                  director, joint managing director, deputy managing director,
                  executive director, manager or other officer or member of any
                  other company in which the Company may be interested and
                  (unless otherwise agreed between the Company and the Director)
                  no such Director shall be liable to account to the Company or
                  the members for any remuneration or other benefits received by
                  him as a director, managing director, joint managing director,
                  deputy managing director, executive director, manager or


                                      -34-
<PAGE>

                  other officer or member of any such other company. The
                  Directors may exercise the voting powers conferred by the
                  shares in any other company held or owned by the Company, or
                  exercisable by them as directors of such other company in such
                  manner in all respects as they think fit (including the
                  exercise thereof in favour of any resolution appointing
                  themselves or any of them directors, managing directors, joint
                  managing directors, deputy managing directors, executive
                  directors, managers or other officers of such company) and any
                  Director may vote in favour of the exercise of such voting
                  rights in manner aforesaid notwithstanding that he may be, or
                  is about to be, appointed a director, managing director, joint
                  managing director, deputy managing director, executive
                  director, manager or other officer of such a company, and that
                  as such he is or may become interested in the exercise of such
                  voting rights in the manner aforesaid.

      (b)   A Director may hold any other office or place of profit with the
            Company (except that of Auditor) in conjunction with his office of
            Director for such period and upon such terms as the Board may
            determine, and may be paid such extra remuneration therefor (whether
            by way of salary, commission, participation in profit or otherwise)
            as the Board may determine, and such extra remuneration shall be in
            addition to any remuneration provided for by or pursuant to any
            other Article.

DIRECTOR MAY NOT VOTE WHERE HE HAS A MATERIAL INTEREST
App 3 r.4(1)

      (c)   A Director shall not be entitled to vote on (nor shall be counted in
            the quorum in relation to) any resolution of the Board in respect of
            any contract or arrangement or any other proposal whatsoever in
            which he has any material interest, and if he shall do so his vote
            shall not be counted (nor is he to be counted in the quorum for the
            resolution), but this prohibition shall not apply to any of the
            following matters, namely:

DIRECTOR MAY VOTE IN RESPECT OF CERTAIN MATTERS
App 3 Note 1

            (i)   the giving of any security or indemnity either:-

                  (aa)  to the Director in respect of money lent or obligations
                        incurred by him at the request of or for the benefit of


                                      -35-
<PAGE>

                        the Company or any of its subsidiaries;

                  (bb)  to a third party in respect of a debt or obligation of
                        the Company or any of its subsidiaries for which the
                        Director has himself assumed responsibility in whole or
                        in part and whether alone or jointly under a guarantee
                        or indemnity or by the giving of security;

            (ii)  any proposal concerning an offer of shares or debentures or
                  other securities of or by the Company or any other company
                  which the Company may promote or be interested in for
                  subscription or purchase where the Director is or is to be
                  interested as a participant in the underwriting or
                  sub-underwriting of the offer;

            (iii) any proposal concerning any other company in which the
                  Director is interested only, whether directly or indirectly,
                  as an officer or executive or shareholder or in which the
                  Director is beneficially interested in the shares of that
                  company, provided that, he, together with any of his
                  Associates (as defined below in paragraph (f)) is not,
                  beneficially interested in five per cent. or more of the
                  issued shares of any class of such company (or of any third
                  company through which his interest is derived) or of the
                  voting rights;

            (iv)  any proposal or arrangement concerning the benefit of
                  employees of the Company or any of its subsidiaries
                  including:-

                  (aa)  the adoption, modification or operation of any
                        employees' share scheme or any share incentive scheme or
                        share option scheme under which he may benefit;

                  (bb)  the adoption, modification or operation of a pension or
                        provident fund or retirement, death or disability
                        benefits scheme which relates both to Directors and
                        employees of the Company or any of


                                      -36-
<PAGE>

                        its subsidiaries and does not provide in respect of any
                        Director as such any privilege or advantage not
                        generally accorded to the class of persons to which such
                        scheme or fund relates; and

            (v)   any contract or arrangement in which the Director is
                  interested in the same manner as other holders of shares or
                  debentures or other securities of the Company by virtue only
                  of his interest in shares or debentures or other securities of
                  the Company.

DIRECTOR MAY VOTE ON PROPOSALS NOT CONCERNING OWN APPOINTMENT

      (d)   Where proposals are under consideration concerning the appointment
            (including fixing or varying the terms of or terminating the
            appointment) of two or more Directors to offices or employments with
            the Company or any company in which the Company is interested, such
            proposals shall be divided and considered in relation to each
            Director separately and in such case each of the Directors concerned
            (if not prohibited from voting under paragraph (c)) shall be
            entitled to vote (and be counted in the quorum) in respect of each
            resolution except that concerning his own appointment.

WHO TO DECIDE WHETHER A DIRECTOR MAY VOTE

      (e)   If any question shall arise at any meeting of the Board as to the
            materiality of a Director's interest or the significance of a
            contract, arrangement or transaction or proposed contract,
            arrangement or transaction or as to the entitlement of any Director
            to vote or form part of a quorum and such question is not resolved
            by his voluntarily agreeing to abstain from voting or not to be
            counted in the quorum, such question shall be referred to the
            Chairman of the meeting (or, where question relates to the interest
            of the Chairman, to the other Directors at the meeting) and his
            ruling (or, as appropriate, the ruling of the other Directors) in
            relation to any other Director (or, as appropriate, the Chairman)
            shall be final and conclusive except in a case where the nature or
            extent of the interests of the Director concerned (or, as
            appropriate, the Chairman) as known to such Director (or, as
            appropriate, the Chairman) has not been fairly disclosed to the
            Board.

DEFINITION OF "ASSOCIATES"

      (f)   For the purpose of paragraph (c)(iii), "Associates" mean, in
            relation to any Director of the Company:

            (i)   his spouse and any of his or his spouse's


                                      -37-
<PAGE>

                  children or step-children under the age of 18 ("family
                  interests"); and

            (ii)  the trustees, acting in their capacity as such trustees, of
                  any trust of which he or any of his family interests is a
                  beneficiary or, in the case of a discretionary trust, is a
                  discretionary object; and

            (iii) any company in the equity capital of which he and/or his
                  family interests taken together are directly or indirectly
                  interested (other than through their respective interests in
                  the capital of the Company) so as to exercise or control the
                  exercise of 35% or more of the voting power at general
                  meetings, or to control the composition of a majority of the
                  board and any other company which is its subsidiary or holding
                  company or a fellow subsidiary of any such holding company.

                               MANAGING DIRECTORS

POWER TO APPOINT MANAGING DIRECTORS, ETC.

106.  The Board may from time to time appoint any one or more of its body to the
      office of Managing Director, Joint Managing Director, Deputy Managing
      Director, or other Executive Director and/or such other employment or
      executive office in the management of the business of the Company as it
      may decide for such period and upon such terms as it thinks fit and upon
      such terms as to remuneration as it may decide in accordance with Article
      104.

REMOVAL OF MANAGING DIRECTOR, ETC.

107.  Every Director appointed to an office under Article 107 hereof shall,
      without prejudice to any claim for damages that such Director may have
      against the Company or the Company may have against such Director for any
      breach of any contract of service between him and the Company, be liable
      to be dismissed or removed therefrom by the Board.

CESSATION OF APPOINTMENT

108.  A Director appointed to an office under Article 107 shall be subject to
      the same provisions as to removal as the other Directors of the Company,
      and he shall, without prejudice to any claim for damages that such
      Director may have against the Company or the Company may have against such
      Director for any breach of any contract of service between him and the
      Company, ipso facto and immediately cease to hold such office if he shall
      cease to hold the office of Director for any cause.

POWERS MAY BE DELEGATED

109.  The Board may from time to time entrust to and confer upon


                                      -38-
<PAGE>

      a Managing Director, Joint Managing Director, Deputy Managing Director or
      Executive Director all or any of the powers of the Board that it may think
      fit. But the exercise of all powers by such Director shall be subject to
      such regulations and restrictions as the Board may from time to time make
      and impose, and the said powers may at any time be withdrawn, revoked or
      varied but no person dealing in good faith and without notice of such
      withdrawal, revocation or variation shall be affected thereby.

                                   MANAGEMENT

GENERAL POWERS
OF COMPANY
VESTED IN BOARD

110.  (a)   Subject to any exercise by the Board of the powers conferred by
            Articles 112 to 114, the management of the business of the Company
            shall be vested in the Board which, in addition to the powers and
            authorities by these Articles expressly conferred upon it, may
            exercise all such powers and do all such acts and things as may be
            exercised or done or approved by the Company and are not hereby or
            by the Law expressly directed or required to be exercised or done by
            the Company in general meeting, but subject nevertheless to the
            provisions of the Law and of these Articles and to any regulation
            from time to time made by the Company in general meeting not being
            inconsistent with such provisions or these Articles, provided that
            no regulation so made shall invalidate any prior act of the Board
            which would have been valid if such regulation had not been made.

      (b)   Without prejudice to the general powers conferred by these Articles,
            it is hereby expressly declared that the Board shall have the
            following powers:

            (i)   to give to any person the right or option of requiring at a
                  future date that an allotment shall be made to him of any
                  share at par or at such premium as may be agreed; and

            (ii)  to give to any Directors, officers or employees of the Company
                  an interest in any particular business or transaction or
                  participation in the profits thereof or in the general profits
                  of the Company either in addition to or in substitution for a
                  salary or other remuneration.

App 13 Part B r.5 (2)

      (c)   Except as permitted under the Companies Law, the Company shall not
            directly or indirectly:


                                      -39-
<PAGE>

            (i)   make a loan to a Director or his Associates (as defined in
                  Article 106(f) above) or a director of any holding company of
                  the Company;

            (ii)  enter into any guarantee or provide any security in connection
                  with a loan made by any person to a Director or such a
                  director; or

            (iii) if any one or more of the Directors hold (jointly or severally
                  or directly or indirectly) a controlling interest in another
                  company, make a loan to that other company or enter into any
                  guarantee or provide any security in connection with a loan
                  made by any person to that other company.

                                    MANAGERS

APPOINTMENT AND REMUNERATION OF MANAGERS

111.  The Board may from time to time appoint a general manager, manager or
      managers of the Company and may fix his or their remuneration either by
      way of salary or commission or by conferring the right to participation in
      the profits of the Company or by a combination of two or more of these
      modes and pay the working expenses of any of the staff of the general
      manager, manager or managers who may be employed by him or them in
      connection with the conduct of the business of the Company.

TENURE OF OFFICE AND POWERS

112.  The appointment of such general manager, manager or managers may be for
      such period as the Board may decide and the Board may confer upon him or
      them all or any of the powers of the Board as it may think fit.

TERMS AND CONDITIONS OF APPOINTMENT

113.  The Board may enter into such agreement or agreements with any such
      general manager, manager or managers upon such terms and conditions in all
      respects as the Board may in its absolute discretion think fit, including
      a power for such general manager, manager or managers to appoint an
      assistant manager or managers or other employees whatsoever under them for
      the purpose of carrying on the business of the Company.

                              ROTATION OF DIRECTORS

ROTATION AND RETIREMENT OF DIRECTORS

114.  At each annual general meeting, one-third of the Directors


                                      -40-
<PAGE>

      (other than the Managing Director or Joint Managing Director) for the time
      being, or, if their number is not three or a multiple of three, then the
      number nearest to, but not exceeding, one-third, shall retire from office
      by rotation. The Directors to retire in every year shall be those who have
      been longest in office since their last election but as between persons
      who became Directors on the same day those to retire shall (unless they
      otherwise agree between themselves) be determined by lot. A retiring
      Director shall retain office until the close of the meeting at which he
      retires, and shall be eligible for re-election thereat.

MEETING TO FILL UP VACANCIES

115.  The Company at any general meeting at which any Directors retire in manner
      aforesaid may fill the vacated office by electing a like number of persons
      to be Directors.

RETIRING DIRECTORS TO REMAIN IN OFFICE TILL SUCCESSORS APPOINTED

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

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

      (ii)  it is expressly resolved at such meeting not to fill up such vacated
            offices; or

      (iii) a resolution for the re-election of such Directors is put to the
            meeting and lost.

POWER OF GENERAL MEETING TO INCREASE OR REDUCE THE NUMBER OF DIRECTORS

117.  The Company may from time to time in general meeting by ordinary
      resolution increase or reduce the number of Directors but so that the
      number of Directors shall not be less than two. Subject to the provisions
      of these Articles and the Law, the Company may by ordinary resolution
      elect any person to be a Director either to fill a casual vacancy or as an
      addition to the existing Directors. Any Director so appointed shall hold
      office only until the next following annual general meeting of the Company
      and shall then be eligible for re-election, but shall not be taken into
      account in determining the Directors who are to retire by rotation at such
      meeting.

NOTICE TO BE GIVEN WHEN PERSON PROPOSED FOR ELECTION
App 3 r.4(4) r.4(5)

118.  No person other than a retiring Director shall, unless recommended by the
      Board, be eligible for election to the office of Director at any general
      meeting unless, not less than seven and not more than 28 clear days before
      the day appointed for the meeting, there has been given to the


                                      -41-
<PAGE>

      Secretary notice in writing by a member of the Company (not being the
      person to be proposed), entitled to attend and vote at the meeting for
      which such notice is given, of his intention to propose such person for
      election and also notice in writing signed by the person to be proposed of
      his willingness to be elected.

REGISTER OF DIRECTORS AND NOTIFICATION OF CHANGES TO REGISTRAR

119.  The Company shall keep at its office a register of directors and officers
      containing their names and addresses and occupations and any other
      particulars required by the Law and shall send to the Registrar of
      Companies of the Cayman Islands a copy of such register and shall from
      time to time notify to the Registrar of Companies of the Cayman Islands
      any change that takes place in relation to such Directors as required by
      the Law.

POWER TO REMOVE DIRECTOR BY SPECIAL RESOLUTION
App 13 Part B r.5(1)
App 3 r.4(3)

120.  (a)   The Company may by special resolution at any time remove any
            Director (including a Managing Director or other executive Director)
            before the expiration of his period of office notwithstanding
            anything in these Articles or in any agreement between the Company
            and such Director and may by ordinary resolution elect another
            person in his stead. Any person so elected shall hold office during
            such time only as the Director in whose place he is elected would
            have held the same if he had not been removed.

App 3 r.4(3)

      (b)   Nothing in this Article should be taken as depriving a Director
            removed under any provisions of this Article of compensation or
            damages payable to him in respect of the termination of his
            appointment as Director or of any other appointment or office as a
            result of the termination of his appointment as Director or as
            derogatory from any power to remove a Director which may exist apart
            from the provision of this Article.

                            PROCEEDINGS OF DIRECTORS

MEETINGS OF DIRECTORS/QUORUM ETC.

121.  The Board may meet together for the despatch of business, adjourn and
      otherwise regulate its meetings and proceedings as it thinks fit in any
      part of the world and may determine the quorum necessary for the
      transaction of business. Unless otherwise determined two Directors shall
      be a quorum. For the purposes of this Article an alternate Director shall
      be counted in a quorum in place of the Director who appointed him and an
      alternate Director who is an alternate for more than one Director shall
      for quorum purposes be counted separately in respect of himself (if he is
      a Director) and in


                                      -42-
<PAGE>

      respect of each Director for whom he is an alternate (but so that nothing
      in this provision shall be construed as authorising a meeting to be
      constituted when only one person is physically present). A meeting of the
      Board or any committee of the Board may be held by means of a telephone or
      tele-conferencing or any other telecommunications facility provided that
      all participants are thereby able to communicate contemporaneously by
      voice with all other participants and participation in a meeting pursuant
      to this provision shall constitute presence in person at such meeting.

CONVENING OF BOARD MEETING

122.  A Director may, and on request of a Director the Secretary shall, at any
      time summon a meeting of the Board. Notice thereof shall be given to each
      Director either in writing or by telephone or by facsimile, telex or
      telegram at the address or telephone, facsimile or telex number from time
      to time notified to the Company by such Director or in such other manner
      as the Board may from time to time determine provided that notice need not
      be given to any Director or alternate Director for the time being absent
      from Hong Kong.

HOW QUESTIONS TO BE DECIDED

123.  Subject to Article 106, questions arising at any meeting of the Board
      shall be decided by a majority of votes, and in case of an equality of
      votes the Chairman shall have a second or casting vote.

CHAIRMAN

124.  The Board may elect a Chairman of its meetings and determine the period
      (not being a period extending beyond the date of the annual general
      meeting at which such Chairman is due to retire by rotation under Article
      115) 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 15 minutes after
      the time appointed for holding the same, the Directors present may choose
      one of their number to be Chairman of the meeting.

POWER OF MEETING

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

POWER TO APPOINT COMMITTEE AND TO DELEGATE

126.  The Board may delegate any of its powers to committees consisting of such
      member or members of the Board (including alternate Directors in the
      absence of their appointers) as the Board thinks fit, and it may from time
      to time revoke such delegation or revoke the appointment of and discharge
      any committees either wholly or in part, and either as to persons or
      purposes, but every committee so


                                      -43-
<PAGE>

      formed shall in the exercise of the powers so delegated conform to any
      regulations that may from time to time be imposed upon it by the Board.

ACTS OF COMMITTEE TO BE OF SAME EFFECT AS ACT OF DIRECTORS

127.  All acts done by any such committee in conformity with such regulations
      and in fulfilment of the purposes for which it is appointed, but not
      otherwise, shall have the like force and effect as if done by the Board,
      and the Board shall have power, with the consent of the Company in general
      meeting, to remunerate the members of any such committee, and charge such
      remuneration to the current expenses of the Company.

PROCEEDINGS OF COMMITTEE

128.  (a)   The meetings and proceedings of any such committee consisting of two
            or more members of the Board shall be governed by the provisions
            herein contained for regulating the meetings and proceedings of the
            Board so far as the same are applicable thereto and are not replaced
            by any regulations imposed by the Board pursuant to Article 127.

MINUTES OF PROCEEDINGS OF MEETINGS AND DIRECTORS

      (b)   The Board shall cause minutes to be made of:-

            (i)   all appointments of officers made by the Board;

            (ii)  the names of the Directors present at each meeting of the
                  Board and of committees appointed pursuant to Article 127;

            (iii) all declarations made or notices given by any Director of his
                  interest in any contract or proposed contract or of his
                  holding of any office or property whereby any conflict of duty
                  or interest may arise; and

            (iv)  all resolutions and proceedings at all meetings of the Company
                  and of the Board and of such committees.

      Any such minutes shall be conclusive evidence of any such proceedings if
      they purport to be signed by the chairman of the meeting or by the
      chairman of the succeeding meeting.

WHEN ACTS OF DIRECTORS OR COMMITTEE TO BE VALID NOTWITHSTANDING DEFECTS

129.  All acts bona fide done by any meeting of the Board or by a committee of
      Directors or by any person acting as Director shall, notwithstanding that
      it shall be afterwards discovered that there was some defect in the
      appointment of such Director or persons acting as aforesaid or that they
      or any of them were disqualified, be as valid as if every such person


                                      -44-
<PAGE>

      had been duly appointed and was qualified to be a Director or member of
      such committee as the case may be.

DIRECTORS' POWERS WHEN VACANCIES EXIST

130.  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 Director or Directors may act for the purpose of
      increasing the number of Directors to that number or of summoning a
      general meeting of the Company but for no other purpose.

DIRECTORS' RESOLUTIONS

131.  A resolution in writing signed by each and every one of the Directors (or
      their respective alternates pursuant to Article 99(c)) shall be as valid
      and effectual as if it had been passed at a meeting of the Board duly
      convened and held and may consist of several documents in like form each
      signed by one or more of the Directors or alternate Directors.

                                    SECRETARY

APPOINTMENT OF SECRETARY

132.  The Secretary shall be appointed by the Board for such term, at such
      remuneration and upon such conditions as it may think fit, and any
      Secretary so appointed may be removed by the Board. Anything by the Law or
      these Articles required or authorised to be done by or to the Secretary,
      if the office is vacant or there is for any other reason no Secretary
      capable of acting, may be done by or to any assistant or deputy Secretary
      appointed by the Board, or if there is no assistant or deputy Secretary
      capable of acting, by or to any officer of the Company authorised
      generally or specifically in that behalf by the Board.

SAME PERSON NOT TO ACT IN TWO CAPACITIES AT ONCE

133.  A provision of the Law or of these Articles requiring or authorising a
      thing to be done by or to a Director and the Secretary shall not be
      satisfied by its being done by or to the same person acting both as
      Director and as or in place of the Secretary.

                     GENERAL MANAGEMENT AND USE OF THE SEAL

CUSTODY AND USE OF SEAL

134.  The Board shall provide for the safe custody of the seal which shall only
      be used by the authority of the Board or of a committee of the Board
      authorised by the Board in that behalf, and every instrument to which such
      seal shall be affixed shall be signed by a Director and shall be
      countersigned by the Secretary or by a second Director or by some other
      person appointed by the Board for the purpose. The securities seal which
      shall be a facsimile of the common seal with the word "Securities"
      engraved thereon shall be


                                      -45-
<PAGE>

      used exclusively for sealing securities issued by the Company and for
      sealing documents creating or evidencing securities so issued. The Board
      may either generally or in any particular case resolve that the securities
      seal or any signatures or any of them may be affixed to certificates for
      shares, warrants, debentures or any other form of security by facsimile or
      other mechanical means specified in such authority or that any such
      certificates sealed with the securities seal need not be signed by any
      person. Every instrument to which the seal is affixed as aforesaid shall,
      as regards all persons dealing in good faith with the Company, be deemed
      to have been affixed to that instrument with the authority of the
      Directors previously given.

DUPLICATE SEAL

135.  The Company may have a duplicate seal for use outside of the Cayman
      Islands as and where the Board shall determine, and the Company may by
      writing under the seal appoint any agents or agent, committees or
      committee abroad to be the agents of the Company for the purpose of
      affixing and using such duplicate seal and they may impose such
      restrictions on the use thereof as may be thought fit. Wherever in these
      Articles reference is made to the seal, the reference shall, when and so
      far as may be applicable, be deemed to include any such duplicate seal as
      aforesaid.

CHEQUES AND BANKING ARRANGEMENTS

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

POWER TO APPOINT ATTORNEY

137.  (a)   The Board may from time to time and at any time, by power of
            attorney under the seal, appoint any company, firm or person or any
            fluctuating body of persons, whether nominated directly or
            indirectly by the Board, to be the attorney or attorneys of the
            Company for such purposes and with such powers, authorities and
            discretions (not exceeding those vested in or exercisable by the
            Board under these Articles) and for such period and subject to such
            conditions as it may think fit, and any such power of attorney may
            contain such provisions for the protection and convenience of
            persons dealing with any such attorney as the Board may think fit,
            and may also authorise any such attorney to sub-delegate all or any
            of the powers, authorities and discretions vested in him.


                                      -46-
<PAGE>

EXECUTION OF DEEDS BY ATTORNEY

      (b)   The Company may, by writing under its seal, empower any person,
            either generally or in respect of any specified matter, as its
            attorney to execute deeds and instruments on its behalf in any part
            of the world and to enter into contracts and sign the same on its
            behalf and every deed signed by such attorney on behalf of the
            Company and under his seal shall bind the Company and have the same
            effect as if it were under the seal of the Company.

REGIONAL OR LOCAL BOARDS

138.  The Board may establish any committees, regional or local boards or
      agencies for managing any of the affairs of the Company, either in the
      Cayman Islands, Hong Kong, the People's Republic of China or elsewhere,
      and may appoint any persons to be members of such committees, regional or
      local boards or agencies and may fix their remuneration, and may delegate
      to any committee, regional or local board or agent any of the powers,
      authorities and discretions vested in the Board (other than its powers to
      make calls and forfeit shares), with power to sub-delegate, and may
      authorise the members of any local board or any of them to fill any
      vacancies therein and to act notwithstanding vacancies, and any such
      appointment or delegation may be upon such terms and subject to such
      conditions as the Board may think fit, and the Board may remove any person
      so appointed and may annul or vary any such delegation, but no person
      dealing in good faith and without notice of any such annulment or
      variation shall be affected thereby.

POWER TO ESTABLISH PENSION FUNDS AND EMPLOYEE SHARE OPTION SCHEMES

139.  The Board may establish and maintain or procure the establishment and
      maintenance of any contributory or non-contributory pension or provident
      or superannuation funds or (with the sanction of an ordinary resolution)
      employee or executive share option schemes for the benefit of, or give or
      procure the giving of donations, gratuities, pensions, allowances or
      emoluments to any persons who are or were at any time in the employment or
      service of the Company, or of any company which is a subsidiary of the
      Company, or is allied or associated with the Company or with any such
      subsidiary company, or who are or were at any time directors or officers
      of the Company or of any such other company as aforesaid, and holding or
      who have held any salaried employment or office in the Company or such
      other company, and the wives, widows, families and dependents of any such
      persons. The Board may also establish and subsidise or subscribe to any
      institutions, associations, clubs or funds calculated to be for the
      benefit of or to advance the interests and well-being of the Company or of
      any such other company as aforesaid, and may make payments for or towards
      the insurance of any such persons as aforesaid, and subscribe or guarantee
      money for charitable or benevolent


                                      -47-
<PAGE>

      objects or for any exhibition or for any public, general or useful object.
      The Board may do any of the matters aforesaid, either alone or in
      conjunction with any such other company as aforesaid. Any Director holding
      any such employment or office shall be entitled to participate in and
      retain for his own benefit any such donation, gratuity, pension, allowance
      or emolument.

                           CAPITALISATION OF RESERVES

POWER TO CAPITALISE

140.  The Company in general meeting may upon the recommendation of the Board by
      ordinary resolution resolve that it is desirable to capitalise all or any
      part of the amount for the time being standing to the credit of any of the
      Company's reserve accounts or funds or to the credit of the profit and
      loss account or otherwise available for distribution (and not required for
      the payment or provision of dividend on any shares with a preferential
      right to dividend) and accordingly that such sums be set free for
      distribution amongst the members who would have been entitled thereto if
      distributed by way of dividend and in the same proportion on condition
      that the same be not paid in cash but be applied either in or towards
      paying up any amounts for the time being unpaid on any shares held by such
      members respectively or paying up in full unissued shares, debentures or
      other securities of the Company to be allotted and distributed credited as
      fully paid up to and amongst such members in proportion aforesaid or
      partly in one way and partly in the other, and the Board shall give effect
      to such resolution, provided that a share premium account and a capital
      redemption reserve and any reserve or fund representing unrealised profits
      may, for the purposes of this Article, only be applied in paying up
      unissued shares to be issued to members of the Company as fully paid up
      shares or paying up calls or instalments due or payable on partly paid
      securities of the Company subject always to the provisions of the Law.

EFFECT OF RESOLUTION TO CAPITALISE

141.  (a)   Wherever such a resolution as referred to in Article 141 shall have
            been passed the Board shall make all appropriations and applications
            of the undivided profits resolved to be capitalised thereby, and all
            allotments and issues of fully paid up shares, debentures or other
            securities, if any, and generally shall do all acts and things
            required to give effect thereto, with full power to the Board:

            (i)   to make such provision by the issue of fractional certificates
                  or by payment in cash or otherwise (including provisions
                  whereby,


                                      -48-
<PAGE>

                  in whole or in part, fractional entitlements are aggregated
                  and sold and the net proceeds distributed to those entitled,
                  or are disregarded or rounded up or down or whereby the
                  benefit of fractional entitlements accrues to the Company
                  rather than to the members concerned) as they think fit in
                  cases where shares, debentures or other securities become
                  distributable in fractions;

            (ii)  to exclude the right of participation or entitlement of any
                  member with a registered address outside any territory where
                  in the absence of a registration statement or other special or
                  onerous formalities the circulation of an offer of such right
                  or entitlement would or might be unlawful or where the Board
                  consider the costs, expense or possible delays in ascertaining
                  the existence or extent of the legal and other requirements
                  applicable to such offer or the acceptance of such offer out
                  of proportion to the benefits of the Company; and

            (iii) to authorise any person to enter on behalf of all members
                  entitled thereto into an agreement with the Company providing
                  for the allotment to them respectively, credited as fully paid
                  up, of any further shares, debentures or other securities to
                  which they may be entitled upon such capitalisation, or, as
                  the case may require, for the payment up by the Company on
                  their behalf, by the application thereto of their respective
                  proportions of the profits resolved to be capitalised, of the
                  amounts or any part of the amounts remaining unpaid on their
                  existing shares, and any agreement made under such authority
                  shall be effective and binding on all such members.

      (b)   The Board may, in relation to any capitalisation sanctioned under
            this Article in its absolute discretion specify that, and in such
            circumstances and if directed so to do by a member or members
            entitled to an allotment and distribution credited as fully paid up
            of unissued shares or debentures in the Company pursuant to such
            capitalisation, shall allot and distribute credited as fully paid up
            the unissued shares, debentures or other securities to which that


                                      -49-
<PAGE>

            member is entitled to such person or persons as that member may
            nominate by notice in writing to the Company, such notice to be
            received not later than the day for which the general meeting of the
            Company to sanction the capitalisation is convened.

                             DIVIDENDS AND RESERVES

POWER TO DECLARE DIVIDENDS

142.  (a)   Subject to the Law and these Articles, the Company in general
            meeting may declare dividends in any currency but no dividends shall
            exceed the amount recommended by the Board. All shares shall rank
            pari passu with regard to all distributions by way of dividend or
            otherwise.

      (b)   The dividends, interest and bonuses and any other benefits and
            advantages in the nature of income receivable in respect of the
            Company's investments, and any commissions, trusteeship, agency,
            transfer and other fees and current receipts of the Company shall,
            subject to the payment thereout of the expenses of management,
            interest upon borrowed money and other expenses which in the opinion
            of the Board are of a revenue nature, constitute the profits of the
            Company available for distribution.

BOARD'S POWER TO PAY INTERIM DIVIDENDS

143.  (a)   The Board may from time to time pay to the members such interim
            dividends as appear to the Board to be justified by the profits of
            the Company and, in particular (but without prejudice to the
            generality of the foregoing), if at any time the share capital of
            the Company is divided into different classes, the Board may pay
            such interim dividends in respect of those shares in the capital of
            the Company which confer on the holders thereof deferred or
            non-preferential rights as well as in respect of those shares which
            confer on the holders thereof preferential rights with regard to
            dividend and provided that the Board acts bona fide, the Board shall
            not incur any responsibility to the holders of shares conferring any
            preferential rights.

      (b)   The Board may also pay half-yearly or at other intervals to be
            selected by it any dividend which may be payable at a fixed rate if
            the Board is of the opinion that the profits available for
            distribution justify the payment.

POWERS OF DIRECTORS TO DECLARE AND PAY SPECIAL DIVIDENDS

      (c)   The Board may in addition from time to time declare and pay special
            dividends on shares of any class of such amounts and on such dates
            as they think fit, and


                                      -50-
<PAGE>

      the provisions of paragraph (a) as regards the powers and the exemption
      from liability of the Board as relate to declaration and payment of
      interim dividends shall apply, mutatis mutandis, to the declaration and
      payment of any such special dividends.

DIVIDENDS NOT TO BE PAID OUT OF CAPITAL

144.  No dividend shall be declared or payable except out of the profits and
      reserves of the Company lawfully available for distribution including
      share premium. No dividend shall carry interest against the Company.

SCRIP DIVIDENDS

145.  (a)   Whenever the Board or the Company in general meeting has resolved
            that a dividend be paid or declared on the share capital of the
            Company, the Board may further resolve:

            either

AS TO CASH ELECTION

            (i)   that such dividend be satisfied wholly or in part in the form
                  of an allotment of shares credited as fully paid up, provided
                  that the shareholders entitled thereto will be entitled to
                  elect to receive such dividend (or part thereof) in cash in
                  lieu of such allotment. In such case, the following provisions
                  shall apply:

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

                  (bb)  the Board, after determining the basis of allotment,
                        shall give not less than two weeks' notice in writing to
                        the shareholders of the right of election accorded to
                        them and shall send with such notice forms of election
                        and specify the procedure to be followed and the place
                        at which and the latest date and time by which duly
                        completed forms of election must be lodged in order to
                        be effective;

                  (cc)  the right of election may be exercised in respect of the
                        whole or part of that portion of the dividend in respect
                        of which the right of election has been accorded;

                  (dd)  the dividend (or that part of the


                                      -51-
<PAGE>

                        dividend to be satisfied by the allotment of shares as
                        aforesaid) shall not be payable in cash on shares in
                        respect whereof the cash election has not been duly
                        exercised ("the non-elected shares") and in satisfaction
                        thereof shares shall be allotted credited as fully paid
                        to the holders of the non-elected shares on the basis of
                        allotment determined as aforesaid and for such purpose
                        the Board shall capitalise and apply out of any part of
                        the undivided profits of the Company or any part of any
                        of the Company's reserve accounts (including any special
                        account, share premium account and capital redemption
                        reserve (if there be any such reserve)) or profit or
                        loss account or amounts otherwise available for
                        distribution as the Board may determine, a sum equal to
                        the aggregate nominal amount of the shares to be
                        allotted on such basis and apply the same in paying up
                        in full the appropriate number of shares for allotment
                        and distribution to and amongst the holders of the
                        non-elected shares on such basis;

                        or

AS TO SCRIP ELECTION

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

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

                  (bb)  the Board, after determining the basis of allotment,
                        shall give not less than two weeks' notice in writing to
                        shareholders of the right of election accorded to them
                        and shall send with such notice forms of election and
                        specify the procedure to be followed and the place at
                        which and the latest date and time by which


                                      -52-
<PAGE>

                        duly completed forms of election must be lodged in order
                        to be effective;

                  (cc)  the right of election may be exercised in respect of the
                        whole or part of that portion of the dividend in respect
                        of which the right of election has been accorded;

                  (dd)  the dividend (or that part of the dividend in respect of
                        which a right of election has been accorded) shall not
                        be payable on shares in respect whereof the share
                        election has been duly exercised ("the elected shares")
                        and in lieu thereof shares shall be allotted credited as
                        fully paid to the holders of the elected shares on the
                        basis of allotment determined as aforesaid and for such
                        purpose the Board shall capitalise and apply out of any
                        part of the undivided profits of the Company's reserve
                        accounts (including any special account, share premium
                        account and capital redemption reserve (if there be any
                        such reserve)) or profit and loss account or amounts
                        otherwise available for distribution as the Board may
                        determine, a sum equal to the aggregate nominal amount
                        of the shares to be allotted on such basis and apply the
                        same in paying up in full the appropriate number of
                        shares for allotment and distribution to and amongst the
                        holders of the elected shares on such basis.

      (b)   The shares allotted pursuant to the provisions of paragraph (a) of
            this Article shall be of the same class as the class of, and shall
            rank pari passu in all respects with the shares then held by the
            respective allottees save only as regards participation:

            (i)   in the relevant dividend (or share or cash election in lieu
                  thereof as aforesaid); or

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


                                      -53-
<PAGE>

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

      (c)   The Board may do all acts and things considered necessary or
            expedient to give effect to any capitalisation pursuant to the
            provisions of paragraph (a) with full power to the Board to make
            such provisions as it thinks fit in the case of shares becoming
            distributable in fractions (including provisions whereby, in whole
            or in part, fractional entitlements are aggregated and sold and the
            net proceeds distributed to those entitled, or are disregarded or
            rounded up or down or whereby the benefit of fractional entitlements
            accrues to the Company rather than to the members concerned). The
            Board may authorise any person to enter into on behalf of all
            members interested, an agreement with the Company providing for such
            capitalisation and matters incidental thereto and any agreement made
            pursuant to such authority shall be effective and binding on all
            concerned.

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

      (e)   The Board may on any occasion determine that rights of election and
            the allotment of shares under paragraph (a) shall not be made
            available or made to any shareholders with registered addresses in
            any territory where in the absence of a registration statement or
            other special formalities the circulation of an offer of such rights
            of election or the allotment of shares would or might be unlawful,
            or where the Board considers the costs, expenses or possible delays
            in ascertaining the existence or extent of the


                                      -54-
<PAGE>

            legal and other requirements applicable to such offer or the
            acceptance of such offer out of proportion to the benefit of the
            Company, and in any such case the provisions aforesaid shall be read
            and construed subject to such determination.

SHARE PREMIUM AND RESERVES

146.  (a)   The Board shall establish an account to be called the share premium
            account and shall carry to the credit of such account from time to
            time a sum equal to the amount or value of the premium paid on the
            issue of any share in the Company. The Company may apply the share
            premium account in any manner permitted by the Companies Law. The
            Company shall at all times comply with the provisions of the
            Companies Law in relation to the share premium account.

      (b)   The Board may, before recommending any dividend, set aside out of
            the profits of the Company such sums as it thinks fit as a reserve
            or reserves which shall, at the discretion of the Board, be
            applicable for meeting claims on or liabilities of the Company or
            contingencies or for paying off any loan capital or for equalising
            dividends or for any other purpose to which the profits of the
            Company may be properly applied, and pending such application may,
            at the like discretion, either be employed in the business of the
            Company or be invested in such investments (including shares,
            warrants and other securities of the Company) as the Board may from
            time to time think fit, and so that it shall not be necessary to
            keep any reserves separate or distinct from any other investments of
            the Company. The Board may also without placing the same to reserve
            carry forward any profits which it may think prudent not to
            distribute by way of dividend.

DIVIDENDS TO BE PAID IN PROPORTION TO PAID UP CAPITAL

147.  Unless and to the extent that the rights attached to any shares or the
      terms of issue thereof otherwise provide, all dividends shall (as regards
      any shares not fully paid throughout the period in respect of which the
      dividend is paid) be apportioned and paid pro rata according to the
      amounts paid up on the shares during any portion or portions of the period
      in respect of which the dividend is paid. For the purpose of this Article
      no amount paid up on a share in advance of calls shall be treated as paid
      up on the share.

RETENTION OF DIVIDENDS, ETC.

148.  (a)   The Board may retain any dividends or other moneys payable on or in
            respect of a share upon which the Company has a lien, and may apply
            the same in or towards satisfaction of the debts, liabilities or
            engagements in respect of which the lien exists.


                                      -55-
<PAGE>

      (b)   The Board may retain any dividends or other monies payable upon
            shares in respect of which any person is, under the provisions as to
            the transmission of shares hereinbefore contained, entitled to
            become a member, or in respect of which any person is under those
            provisions entitled to transfer, until such person shall become a
            member in respect of such shares or shall transfer the same.

DEDUCTION OF DEBTS

      (c)   The Board may deduct from any dividend or other monies payable to
            any member all sums of money (if any) presently payable by him to
            the Company on account of calls, instalments or otherwise.

DIVIDEND AND CALL TOGETHER

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

DIVIDEND IN SPECIE

150.  The Board, with the sanction of the members in general meeting, may direct
      that any dividend be satisfied wholly or in part by the distribution of
      specific assets of any kind and in particular of paid up shares,
      debentures or warrants to subscribe securities of any other company, or in
      any one or more of such ways, and where any difficulty arises in regard to
      the distribution the Board may settle the same as it thinks expedient, and
      in particular may disregard fractional entitlements, round the same up or
      down or provide that the same shall accrue to the benefit of the Company,
      and may fix the value for distribution of such specific assets, or any
      part thereof, and may determine that cash payments shall be made to any
      members upon the footing of the value so fixed in order to adjust the
      rights of all parties, and may vest any such specific assets in trustees
      as may seem expedient to the Board and may appoint any person to sign any
      requisite instruments of transfer and other documents on behalf of the
      persons entitled to the dividend and such appointment shall be effective.
      Where required, a contract shall be filed in accordance with the
      provisions of the Law and the Board may appoint any person to sign such
      contract on behalf of the persons entitled to the dividend and such
      appointment shall be effective.

EFFECT OF TRANSFER

151.  (a)   A transfer of shares shall not pass therewith the right to any
            dividend or bonus declared thereon before the registration of the
            transfer.


                                      -56-
<PAGE>

      (b)   Any resolution declaring or resolving upon the payment of a dividend
            or other distribution on shares of any class, whether a resolution
            of the Company in general meeting or a resolution of the Board, may
            specify that the same shall be payable or made to the persons
            registered as the holders of such shares at the close of business on
            a particular date, notwithstanding that it may be a date prior to
            that on which the resolution is passed, and thereupon the dividend
            or other distribution shall be payable or made to them in accordance
            with their respective holdings so registered, but without prejudice
            to the rights inter se in respect of such dividend of transferors
            and transferees of any such shares.

RECEIPT FOR DIVIDENDS BY JOINT HOLDERS OF SHARE

152.  If two or more persons are registered as joint holders of any shares, any
      one of such persons may give effectual receipts for any dividends, interim
      and special dividends or bonuses and other moneys payable or rights or
      property distributable in respect of such shares.

PAYMENT BY POST

153.  (a)   Unless otherwise directed by the Board, any dividend, interest or
            other sum payable in cash to a holder of shares may be paid by
            cheque or warrant sent through the post to the registered address of
            the member entitled, or, in case of joint holders, to the registered
            address of the person whose name stands first in the register in
            respect of the joint holding or to such person and to such address
            as the holder or joint holders may in writing direct. Every cheque
            or warrant so sent shall be made payable to the order of the holder
            or, in the case of joint holders, to the order of the holder whose
            name stands first on the register in respect of such shares and
            shall be sent at his or their risk, and the payment of any such
            cheque or warrant by the bank on which it is drawn shall operate as
            a good discharge to the Company in respect of the dividend and/or
            bonus represented thereby, notwithstanding that it may subsequently
            appear that the same has been stolen or that any endorsement thereon
            has been forged.

App 3 r.13(1)

      (b)   The Company may cease sending such cheques for dividend entitlements
            or dividend warrants by post if such cheques or warrants have been
            left uncashed on two consecutive occasions. However, the Company may
            exercise its power to cease sending cheques for dividend
            entitlements or dividend warrants after the first occasion on which
            such a cheque or warrant is returned undelivered.


                                      -57-
<PAGE>

UNCLAIMED DIVIDEND
App 3 r.3(2)

154.  All dividends or bonuses unclaimed for one year after having been declared
      may be invested or otherwise made use of by the Board for the exclusive
      benefit of the Company until claimed and the Company shall not be
      constituted a trustee in respect thereof or be required to account for any
      money earned thereon. All dividends or bonuses unclaimed for six years
      after having been declared may be forfeited by the Board and shall revert
      to the Company and after such forfeiture no member or other person shall
      have any right to or claim in respect of such dividends or bonuses.

                            UNTRACEABLE SHAREHOLDERS

SALE OF SHARES OF UNTRACEABLE SHAREHOLDERS

155.  (a)   The Company shall be entitled to sell any shares of a member or the
            shares to which a person is entitled by virtue of transmission on
            death or bankruptcy or operation of law if and provided that:

            (i)   all cheques or warrants, not being less than three in number,
                  for any sums payable in cash to the holder of such shares have
                  remained uncashed for a period of 12 years;

            (ii)  the Company has not during that time or before the expiry of
                  the three month period referred to in paragraph (iv) below
                  received any indication of the whereabouts or existence of the
                  member or person entitled to such shares by death, bankruptcy
                  or operation of law;

App 3 r.13(2)(a)

            (iii) during the 12-year period, at least three dividends in respect
                  of the shares in question have become payable and no dividend
                  during that period has been claimed by the member; and

App 3 r.13(2)(b)

            (iv)  upon expiry of the 12-year period, the Company has caused an
                  advertisement to be published in the newspapers, giving notice
                  of its intention to sell such shares, and a period of three
                  months has elapsed since such advertisement.

            The net proceeds of any such sale shall belong to the Company and
            upon receipt by the Company of such net proceeds it shall become
            indebted to the former member for an amount equal to such net
            proceeds.

      (b)   To give effect to any sale contemplated by paragraph


                                      -58-
<PAGE>

            (a) the Company may appoint any person to execute as transferor an
            instrument of transfer of the said shares and such other documents
            as are necessary to effect the transfer, and such documents shall be
            as effective as if it had been executed by the registered holder of
            or person entitled by transmission to such shares and the title of
            the transferee shall not be affected by any irregularity or
            invalidity in the proceedings relating thereto. The net proceeds of
            sale shall belong to the Company which shall be obliged to account
            to the former member or other person previously entitled as
            aforesaid for an amount equal to such proceeds and shall enter the
            name of such former member or other person in the books of the
            Company as a creditor for such amount. No trust shall be created in
            respect of the debt, no interest shall be payable in respect of the
            same and the Company shall not be required to account for any money
            earned on the net proceeds, which may be employed in the business of
            the Company or invested in such investments (other than shares or
            other securities in or of the Company or its holding company if any)
            or as the Board may from time to time think fit.

                              DOCUMENT DESTRUCTION

DESTRUCTION OF REGISTRABLE DOCUMENTS, ETC.

156.  The Company shall be entitled to destroy all instruments of transfer,
      probate, letters of administration, stop notices, powers of attorney,
      certificates of marriage or death and other documents relating to or
      affecting title to securities in or of the Company ("Registrable
      Documents") which have been registered at any time after the expiration of
      six years from the date of registration thereof and all dividend mandates
      and notifications of change of address at any time after the expiration of
      two years from the date of recording thereof and all share certificates
      which have been cancelled at any time after the expiration of one year
      from the date of the cancellation thereof and it shall conclusively be
      presumed in favour of the Company that every entry in the register if
      purporting to have been made on the basis of an instrument of transfer or
      Registrable Document so destroyed was duly and properly made and every
      instrument of transfer or Registrable Document so destroyed was a valid
      and effective instrument or document duly and properly registered and
      every share certificate so destroyed was a valid and effective certificate
      duly and properly cancelled and every other document hereinbefore
      mentioned so destroyed was a valid and effective document in accordance
      with the recorded particulars thereof in the books or records


                                      -59-
<PAGE>

      of the Company, provided always that:

      (a)   the provisions aforesaid shall apply only to the destruction of a
            document in good faith and without express notice of the Company of
            any claim (regardless of the parties thereto) to which the document
            might be relevant;

      (b)   nothing herein contained shall be construed as imposing upon the
            Company any liability in respect of the destruction of any such
            document earlier than as aforesaid or in any other circumstances
            which would not attach to the Company in the absence of this
            Article; and

      (c)   references herein to the destruction of any document include
            references to the disposal thereof in any manner.

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

                           ANNUAL RETURNS AND FILINGS

ANNUAL RETURNS AND FILINGS

157.  The Board shall make the requisite annual returns and any other requisite
      filings in accordance with the Law.

                                    ACCOUNTS

ACCOUNTS TO BE KEPT
App 13 Part B r.4(1)

158.  The Board shall cause to be 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
      show and explain its transactions and otherwise in accordance with the
      Law.

WHERE ACCOUNTS ARE TO BE KEPT

159.  The books of account shall be kept at the Company's principal place of
      business in Hong Kong or, subject to the provisions of the Law, at such
      other place or places as the Board thinks fit and shall always be open to
      the inspection of the Directors.


                                      -60-
<PAGE>

INSPECTION BY MEMBERS

160.  The Board shall from time to time determine whether, to what extent, 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 the members (other than officers of the Company) and no
      member shall have any right of inspecting any accounts or books or
      documents of the Company except as conferred by the Law or any other
      relevant law or regulation or as authorised by the Board or by the Company
      in general meeting.

ANNUAL PROFIT AND LOSS ACCOUNT AND BALANCE SHEET
App 13 Part B r.4(2)

161.  (a)   The Board shall, commencing with the first annual general meeting
            cause to be prepared and to be laid before the members of the
            Company at every annual general meeting a profit and loss account
            for the period, in the case of the first account, since the
            incorporation of the Company and, in any other case, since the
            preceding account, together with a balance sheet as at the date to
            which the profit and loss account is made up and a Directors' report
            with respect to the profit or loss of the Company for the period
            covered by the profit and loss account and the state of the
            Company's affairs as at the end of such period, an Auditors' report
            on such accounts prepared pursuant to Article 163 and such other
            reports and accounts as may be required by law.

ANNUAL REPORT OF DIRECTORS AND BALANCE SHEET TO BE SENT TO MEMBERS ETC.
App 13 Part B r.3(3) App 3 r.5

      (b)   Printed copies of those documents to be laid before the members of
            the Company at an annual general meeting shall not less than 21 days
            before the date of the meeting be sent to every member of the
            Company and every holder of debentures of the Company, provided that
            the Company shall not be required to send printed copies of those
            documents to any person of whose address the Company is not aware or
            to more than one of the joint holders of any shares or debentures.

                                      AUDIT

AUDITORS
App 13 Part B r.4(2)

162.  The Auditors shall audit the profit and loss account and balance sheet of
      the Company in each year and shall prepare a report thereon to be annexed
      thereto. Such report shall be laid before the Company at its annual
      general meeting in each year and shall be open to inspection by any
      member. The 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 Board or any general meeting of the members, make a report
      on the accounts of the Company in general meeting during their tenure of


                                      -61-
<PAGE>

      office.

APPOINTMENT AND REMUNERATION OF AUDITORS

163.  The Company shall at any annual general meeting appoint an auditor or
      auditors of the Company who shall hold office until the next annual
      general meeting. The remuneration of the Auditors shall be fixed by the
      Company at the annual general meeting at which they are appointed provided
      that in respect of any particular year the Company in general meeting may
      delegate the fixing of such remuneration to the Board. No person may be
      appointed as the, or an, Auditor, unless he is independent of the Company.
      The Board 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 Board 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 Board under this Article may be fixed by the Board.

WHEN ACCOUNTS TO BE DEEMED SETTLED

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

                                     NOTICES

SERVICE OF NOTICES
App 3 r.7(1)

165.  (a)   Any notice or document (including a share certificate) may be served
            by the Company and any notices may be served by the Board on any
            member either personally or by sending it through the post in a
            prepaid letter addressed to such member at his registered address as
            appearing in the register or (in the case of notice) by
            advertisement published in the newspapers. In the case of joint
            holders of a share, all notices shall be given to that holder for
            the time being whose name stands first in the register and notice so
            given shall be sufficient notice to all the joint holders.

      (b)   Notice of every general meeting shall be given in any manner
            hereinbefore authorised to:

            (i)   every person shown as a member in the


                                      -62-
<PAGE>

                  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;

            (ii)  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;

            (iii) the Auditors; and

            (iv)  each Director and alternate Director.

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

MEMBERS OUT OF HONG KONG
App.3 r.7(2)
App 3 r.7(3)

166.  A member shall be entitled to have notice served on him at any address
      within Hong Kong. Any member whose registered address is outside Hong Kong
      may notify the Company in writing of an address in Hong Kong which for the
      purpose of service of notice shall be deemed to be his registered address.
      A member who has no registered address in Hong Kong shall be deemed to
      have received any notice which shall have been displayed at the transfer
      office and shall have remained there for a period of 24 hours and such
      notice shall be deemed to have been received by such member on the day
      following that on which it shall have been first so displayed, provided
      that, without prejudice to the other provisions of these Articles, nothing
      in this Article 167 shall be construed as prohibiting the Company from
      sending, or entitling the Company not to send, notices or other documents
      of the Company to any member whose registered address is outside Hong
      Kong.

WHEN NOTICE BY POST DEEMED TO BE SERVED


167.  Any notice or document sent by post shall be deemed to have been served on
      the day following that on which it is put into a post office situated
      within Hong Kong and in proving such service it shall be sufficient to
      prove that the envelope or wrapper containing the notice or document was
      properly prepaid, addressed and put into such post office and a
      certificate in writing signed by the Secretary or other person appointed
      by the Board that the envelope or wrapper containing the notice or
      document was so addressed and put into such post office shall be
      conclusive evidence thereof. Any notice or other document delivered or
      left at a registered address otherwise than by post shall be deemed to
      have been served or delivered on the day it was so delivered or left. Any
      notice served by advertisement shall be deemed to have been


                                      -63-
<PAGE>

      served on the day of issue of the official publication and/or newspaper(s)
      in which the advertisement is published (or on the last day of issue if
      the publication and/or newspaper(s) are published on different dates).

SERVICE OF NOTICE TO PERSONS ENTITLED ON DEATH, MENTAL DISORDER OR BANKRUPTCY OF
A MEMBER

168.  A notice may be given by the Company to the person or persons entitled to
      a share in consequence of the death, mental disorder or bankruptcy of a
      member by sending it through the post in a prepaid letter addressed to him
      or them by name, or by the title of representative of the deceased, or
      trustee of the bankrupt, or by any like description, at the address, if
      any, within Hong Kong supplied for the purpose by the person claiming to
      be so entitled, or (until such an address has been so supplied) by giving
      the notice in any manner in which the same might have been given if the
      death, mental disorder or bankruptcy had not occurred.

TRANSFEREE BOUND BY PRIOR NOTICES

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

NOTICE VALID THOUGH MEMBER DECEASED

170.  Any notice or document delivered or sent by post or left at the registered
      address of any member in pursuance of these Articles, shall
      notwithstanding that such member be then deceased and whether or not the
      Company has notice of his death be deemed to have been duly served in
      respect of any registered shares whether held solely or jointly with other
      persons by such member until some other person be registered in his stead
      as the holder or joint holder thereof, and such service shall for all
      purposes of these Articles be deemed a sufficient service of such notice
      or document on his personal representatives and all persons (if any)
      jointly interested with him in any such shares.

HOW NOTICE TO BE SIGNED

171.  The signature to any notice to be given by the Company may be written or
      printed by means of facsimile.

                                   INFORMATION

MEMBER NOT ENTITLED TO INFORMATION

172.  No member shall be entitled to require discovery of or any information in
      respect of any detail of the Company's trading or any matter which is or
      may be in the nature of a trade secret or secret process which may relate
      to the conduct of the business of the Company and which in the opinion of
      the Board would not be in the interests of the members or the


                                      -64-
<PAGE>

      Company to communicate to the public.

DIRECTORS ENTITLED TO DISCLOSE INFORMATION

173.  The Board shall be entitled to release or disclose any information in its
      possession, custody or control regarding the Company or its affairs to any
      of its members including, without limitation, information contained in the
      register of members and transfer books of the Company.

                                   WINDING UP

POWER TO DISTRIBUTE ASSETS IN SPECIE FOLLOWING LIQUIDATION

174.  If the Company shall be wound up (whether the liquidation is voluntary,
      under supervision or by the court), the liquidator may, with the authority
      of a special resolution of the Company and any other sanction required by
      the Law divide among the members in specie or kind the whole or any part
      of the assets of the Company (whether the assets shall consist of property
      of one kind or shall consist of properties of different kinds) and may for
      such purpose set such value as he deems fair upon any property to be
      divided and may determine how such division shall be carried out as
      between the members or different classes of members. The liquidator may,
      with the like authority or 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 authority or sanction and subject to the Law,
      shall think fit, and the liquidation of the Company may be closed and the
      Company dissolved, but so that no member shall be compelled to accept any
      assets, shares or other securities in respect of which there is a
      liability.

DISTRIBUTION OF ASSETS IN LIQUIDATION

175.  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, 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.

SERVICE OF PROCESS

176.  In the event of a winding-up of the Company in Hong Kong, every member of
      the Company who is not for the time being in Hong Kong shall be bound,
      within 14 days after the


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      passing of an effective resolution to wind up the Company voluntarily, or
      the making of an order for the winding-up of the Company, to serve notice
      in writing on the Company appointing some person resident in Hong Kong and
      stating that person's full name, address and occupation upon whom all
      summonses, notices, process, orders and judgments in relation to or under
      the winding-up of the Company may be served, and in default of such
      nomination the liquidator of the Company shall be at liberty on behalf of
      such member to appoint some such person, and service upon any such
      appointee, whether appointed by the member or the liquidator, shall be
      deemed to be good personal service on such member for all purposes, and,
      where the liquidator makes any such appointment, he shall with all
      convenient speed give notice thereof to such member by advertisement as he
      shall deem appropriate or by a registered letter sent through the post and
      addressed to such member at his address as appearing in the register, and
      such notice shall be deemed to be service on the day following that on
      which the advertisement first appears or the letter is posted.

                                   INDEMNITIES

INDEMNITIES OF DIRECTORS AND OFFICERS

177.  (a)   To the fullest extent permitted by applicable laws, as the same
            exists or as may hereafter be amended, a Director of the Company
            shall not be personally liable to the Company or its shareholders
            for monetary damages for breach of any fiduciary duty as a Director.
            Notwithstanding the foregoing, every Director, Auditor or other
            officer of the Company shall be entitled to be indemnified out of
            the assets of the Company against all losses or liabilities incurred
            or sustained by him as a Director, Auditor or other officer of the
            Company in defending any proceedings, whether civil or criminal, in
            which judgment is given in his favour, or in which he is acquitted.

      (b)   Notwithstanding the foregoing, subject to the Companies Law, if any
            Director or other person shall become personally liable for the
            payment of any sum primarily due from the Company, the Board may
            execute or cause to be executed any mortgage, charge, or security
            over or affecting the whole or any part of the assets of the Company
            by way of indemnity to secure the Director or person so becoming
            liable as aforesaid from any loss in respect of such liability.


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                                 FINANCIAL YEAR

FINANCIAL YEAR

178.  The financial year of the Company shall be prescribed by the Board and
      may, from time to time, be changed by it.

                      AMENDMENT OF MEMORANDUM AND ARTICLES

AMENDMENT OF MEMORANDUM AND ARTICLES
App 13 Part B r.1

179.  Subject to the Law, the Company may at any time and from time to time by
      special resolution alter or amend its Memorandum of Association and
      Articles of Association in whole or in part.


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