##### 



Exhibit 1.3
  
  
    
    (1
    )
    
    To carry on the business of investment holding, and in particular
to invest the moneys of the Company in or otherwise to acquire and hold
shares, stocks, debentures, debenture stock, scrip, loans, bonds,
obligations, notes, securities and investments issued or guaranteed by
any company or trust constituted or carrying on business in any part of
the world, and in the funds or loans or other securities and
investments of or issued or guaranteed by any government, state, or
dominion, public body or authority, supreme, municipal local or
otherwise, in the Republic of Singapore or elsewhere.(2
    )
    
    To acquire any such shares, stocks, debentures, debenture stock,
scrip, loans, bonds, obligations, notes, securities and investments by
original subscription, contract, tender, purchase exchange or
otherwise, and whether or not fully paid up, and to make payments
thereon as called up or in advance of calls or otherwise, and to
subscribe for the same, either conditionally or otherwise, and to
exercise and enforce all rights and powers conferred by or incident to
the ownership thereof.(3
    )
    
    To exercise and enforce all rights and powers conferred by or
incident to the ownership of any such shares, stocks, obligations or
other securities including without prejudice to the




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##### 



2 generality of the
foregoing all such powers of veto or control as may be conferred by
virtue of the holding by the Company of some proportion of the issued
or nominal amount thereof.(4
    )
    
    To vary or transpose by sale, exchange or otherwise from time to
time as may be considered expedient any of the Companys investments
for the time being.(5
    )
    
    To acquire by purchase, lease, exchange or otherwise and hold by
way of investment, land, buildings and immovable property of any tenure
or description whatsoever in the Republic of Singapore or elsewhere,
and to mortgage, lease or let out the property of the Company or any
part thereof for such consideration as the Company may think fit.(6
    )
    
    To provide on such terms as may be thought fit those services for
the companies in which the Company has invested which are suitable and
convenient to be provided by a holding company and in particular, and
without prejudice to the generality of the foregoing, to provide
managerial, executive, supervisory, financial and accounting,
investment and administrative services and office accommodation and
equipment facilities to any such company.(7
    )
    
    To assist and participate in the privatisation of assets by the
government of the Republic of Singapore.(8
    )
    
    To carry on any other business which may seem to the Company
capable of being conveniently carried on in connection with its
business or calculated directly or indirectly to enhance the value of
or render profitable any of the Companys properties or rights.(9
    )
    
    To acquire and undertake the whole or any part of the business,
property, and liabilities of any person or company carrying on any
business which the Company is authorized to carry on, or possessed of
property suitable for the purposes of the Company.(10
    )
    
    To apply for, purchase, or otherwise acquire any patents, patent
rights, copyrights, trade marks, formulae, licences, concessions, and
the like, conferring any exclusive or non-exclusive or limited right to
use, or any secret or other information as to any invention which may
seem capable of being used for any of the purposes of the Company, or
the acquisition of which may seem calculated directly or indirectly to
benefit the Company; and to use, exercise, develop, or grant licences
in respect of, or otherwise turn to account, the property, rights, or
information so acquired.(11
    )
    
    To amalgamate or enter into partnership or into any arrangement
for sharing of profits, union of interest, co-operation, joint
adventure, reciprocal concession, or otherwise, with any person or
company




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##### 



3 carrying on or engaged in or about to carry on or engage in any
business or transaction which the Company is authorized to carry on or
engage in, or any business or transaction capable of being conducted so
as directly or indirectly to benefit the Company.(12
    )
    
    To take, or otherwise acquire, and hold shares, debentures, or
other securities of any other company.(13
    )
    
    To enter into any arrangements with any government or authority,
supreme, municipal, local, or otherwise, that may seem conducive to the
Companys objects, or any of them; and to obtain from any such
government or authority any rights, privileges, and concessions which
the Company may think it desirable to obtain; and to carry out,
exercise, and comply with any such arrangements, rights, privileges,
and concessions.(14
    )
    
    To establish and support or aid in the establishment and support
of associations, institutions, funds, trusts, and conveniences
calculated to benefit employees or directors or past employees or
directors of the Company or its predecessors in business, or the
dependants or connections of any such persons; and to grant pensions
and allowances, and to make payments towards insurance; and to
subscribe or guarantee money for charitable or benevolent objects, or
for any exhibition, or for any public, general, or useful object.(15
    )
    
    To promote any other company or companies for the purpose of
acquiring or taking over all or any of the property, rights, and
liabilities of the Company, or for any other purpose which may seem
directly or indirectly calculated to benefit the Company.(16
    )
    
    To purchase, take on lease or in exchange, hire, or otherwise
acquire any movable or immovable properties and any rights or
privileges which the Company may think necessary or convenient for the
purposes of its business, and in particular any land, buildings,
easements, machinery, plant, and stock-in-trade.(17
    )
    
    To construct, improve, maintain, develop, work, manage, carry
out, or control any buildings, works, factories, mills, roads, ways,
tram-ways, railways, branches or sidings, bridges, reservoirs,
water-courses, wharves, warehouses, electric works, shops, stores, and
other works, and conveniences which may seem calculated directly or
indirectly to advance the Companys interests; and to contribute to,
subsidize, or otherwise assist or take part in the construction,
improvement, maintenance, development, working, management, carrying
out, or control thereof.(18
    )
    
    To enter into any guarantee, contract of indemnity or suretyship
and in particular (without prejudice




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##### 



4 to the generality of the
foregoing) to guarantee, support or secure, with or without
consideration, whether by personal obligation or by mortgaging or
charging all or any part of the undertaking, property and assets
(present and future) and uncalled capital of the Company or by both
such methods or in any other manner, the performance of any obligations
or commitments of, and the repayment or payment of the principal
amounts of and any premiums, interest, dividends and other moneys
payable on or in respect of any securities or liabilities of, any
person, including (without prejudice to the generality of the
foregoing) any company which is for the time being a subsidiary or a
holding company of the Company or another subsidiary of a holding
company of the Company or otherwise associated with the Company.(19
    )
    
    To lend and advance money or give credit to any person or company
and on such terms as may be considered expedient, and either with or
without security; to secure or undertake in any way the repayment of
moneys lent or advanced to or the liabilities incurred by any person or
company, and otherwise to assist any person or company.(20
    )
    
    To borrow or raise or secure the payment of money in such manner
as the Company may think fit and to secure the same or the repayment or
performance of any debt, liability, contract, guarantee or other
engagement incurred or to be entered into by the Company in any way and
in particular by the issue of debentures perpetual or otherwise,
charged upon all or any of the Companys property (both present and
future), including its uncalled capital; and to purchase, redeem, or
pay off any such securities.(21
    )
    
    To invest and deal with the money of the Company not immediately
required in such manner as may from time to time be thought fit.(22
    )
    
    To enter into or to invest in any interest rate exchange
contracts, currency exchange contracts, forward contracts, futures
contracts, options (including, without limitation, interest rate or
currency options) and other derivative or financial instruments or
products, whether or not entered into or acquired for the purpose of
hedging against or minimising any loss concerning the assets and
business of the Company and in relation thereto, the Company may pay
any margin or margin calls or other demands concerning any such
contracts or instruments entered into or acquired by the Company.(23
    )
    
    To remunerate any person or company for services rendered, or to
be rendered, in placing or assisting to place or guaranteeing the
placing of any of the shares in the Companys capital or any
debentures, or other securities of the Company, or in or about the
organization, formation, or promotion of the Company or the conduct of
its business.(24
    )
    
    To draw, make, accept, endorse, discount, execute,




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##### 



5 and issue
promissory notes, bills of exchange, bills of lading, and other
negotiable or transferable instruments.(25
    )
    
    To sell or dispose of the undertaking of the Company or any part
thereof for such consideration as the Company may think fit, and in
particular for shares, debentures, or securities of any other company
having objects altogether or in part similar to those of the Company.(26
    )
    
    To adopt such means of making known and advertising the business
and products of the Company as may seem expedient.(27
    )
    
    To apply for, secure, acquire by grant, legislative enactment,
assignment, transfer, purchase, or otherwise, and to exercise, carry
out, and enjoy any charter, licence, power, authority, franchise,
concession, right, or privilege, which any Government or authority or
any corporation or other public body may be empowered to grant; and to
pay for, aid in, and contribute towards carrying the same into effect;
and to appropriate any of the Companys shares, debentures, or other
securities and assets to defray the necessary costs, charges, and
expenses thereof.(28
    )
    
    To apply for, promote, and obtain any statute, order, regulation,
or other authorization or enactment which may seem calculated directly
or indirectly to benefit the Company; and to oppose any bills,
proceedings, or applications which may seem calculated directly or
indirectly to prejudice the Companys interests.(29
    )
    
    To procure the Company to be registered or recognized in any
country or place outside the Republic of Singapore.(30
    )
    
    To sell, improve, manage, develop, exchange, lease, dispose of,
turn to account, or otherwise deal with all or any part of the property
and rights of the Company.(31
    )
    
    To issue and allot fully or partly paid shares in the capital of
the Company in payment or part payment of any movable or immovable
property purchased or otherwise acquired by the Company or any services
rendered to the Company.(32
    )
    
    To distribute any of the property of the Company among the members
in kind or otherwise but so that no distribution amounting to a
reduction of capital shall be made without the sanction required by
law.(33
    )
    
    To take or hold mortgages, liens, and charges to secure payment of
the purchase price, or any unpaid balance of the purchase price, of any
part of the Companys property of whatsoever kind sold by the Company,
or any money due to the Company from purchasers and others.




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##### 



6 (34
    )
    
    To undertake and transact all kinds of agency or secretarial
business and also to undertake and execute any trusts, the undertaking
whereof may seem desirable, and either gratuitously or otherwise.(35
    )
    
    To transact any lawful business in aid of the Republic of
Singapore in the prosecution of any war or hostilities in which the
Republic of Singapore is engaged.(36
    )
    
    To carry out all or any of the objects of the Company and do all
or any of the above things in any part of the world and either as
principal, agent, contractor, or trustee, or otherwise, and by or
through trustees or agents or otherwise, and either alone or in
conjunction with others.(37
    )
    
    To do all such other things as are incidental or conducive to the
attainment of the objects and the exercise of the powers of the
Company.AND IT IS HEREBY DECLARED that the word company in this
Memorandum when not referring to this Company shall be
deemed to include any corporation partnership association
club or other body of persons whether incorporated or not
and wherever incorporated or domiciled and whether now
existing or hereafter to be formed AND further that unless
the context or subject matter is inconsistent therewith
words signifying the singular number shall be deemed and
taken to include the plural and vice versa AND further
that the objects specified in each of the paragraphs in
this Memorandum shall be regarded as independent objects,
and accordingly, shall in no way be limited or restricted
(except when otherwise expressed in such paragraph), by
reference to the objects indicated in any other paragraph
or the name of the Company, but may be carried out in as
full and ample a manner and construed in as wide a sense
as if each of the said paragraphs defined the objects of a
separate, distinct and independent company.4.
    
    

    
    
    The liability of the members is limited.5.
    
    

    
    
    The capital of the Company is NT$1,000,000,000/- divided into
100,000,000 shares of NT$10/- each, and the Company shall have power to
increase or reduce the capital to consolidate or subdivide the shares
into shares of larger or smaller amounts, and to issue all or any part
of the original or any additional capital as fully paid or partly paid
shares and with any special or preferential rights or privileges or
subject to any special terms or conditions, and either with or without
any special designation, and also from time to time to alter, modify,
commute, abrogate or deal with any such rights, privileges, terms,
conditions or designations in accordance with the regulations for the
time being of the Company.
    
    Amended by Ordinary
Resolution on
29.6.2005




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##### 



7  NAMES, ADDRESSES AND DESCRIPTIONS
    
    
    Number of shares takenOF SUBSCRIBERS
    
    
    by each SubscriberSGD
    
    CHRISTINE CHAN MENG YOOK
    
    
    ONE11C SWISS CLUB ROADSINGAPORE 288103ADVOCATE & SOLICITORSGD
    
    LIM MEI
    
    
    ONE56 JALAN AMPANGSINGAPORE 268638ADVOCATE & SOLICITORTOTAL NUMBER OF SHARES TAKEN
    
    
    TWO
   SGD
    
    THEODORA LIM RERN SINGAdvocate & Solicitorc/o Allen & GledhillAdvocates & Solicitors36 Robinson Road#18-01 City HouseSingapore 068877




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8 
 
    
 PRELIMINARY
 1. The regulations contained in Table A in the Fourth Schedule to the
Companies Act, Cap. 50 shall not apply to the Company, but the following shall
subject to repeal, addition and alteration as provided by the Act or these
Articles be the regulations of the Company.
    
    Table A
not to
apply.2. In these Articles, if not inconsistent with the subject or context, the
words standing in the first column of the Table next hereinafter contained
shall bear the meanings set opposite to them respectively in the second column
thereof:-
    
    Interpretation.
Amended by AGM held
on 29.6.2006WORDS
    
    
    
    
    
    MEANINGSThe Act
    
    
    
    
    
    The Companies Act, Cap. 50 or any statutory modification, amendment or
re-enactment thereof for the time being in force or any and every other act for the time
being in force concerning companies and affecting the Company and any reference to any
provision of the Act is to that provision as so modified, amended or re-enacted or
contained in any such subsequent Companies Act.These
Articles
    
    
    
    
    
    These Articles of Association or other
regulations of the Company for the time being in force.The
Company
    
    
    
    
    
    The abovenamed Company by whatever name from time to time called.Directors
    
    
    
    
    
    The Directors for the time being of the Company or such number of them as
have authority to act for the Company.Director
    
    
    
    
    
    Includes any person acting as a Director of the Company and includes any
person duly appointed and acting for the time being as an Alternate Director.Dividend
    
    
    
    
    
    Includes bonus.




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##### 



9 Member
    
    
    
    
    
    A Member of the Company.Month
    
    
    
    
    
    Calendar month.Office
    
    
    
    
    
    The Registered Office of the Company for the time being.Paid Up
    
    
    
    
    
    Includes credited as paid up.Register
    
    
    
    
    
    The Register of Members.Seal
    
    
    
    
    
    The Common Seal of the Company or in appropriate cases the Official Seal or
duplicate Common Seal.Secretary
    
    
    
    
    
    The Secretary or Secretaries appointed under these Articles and shall
include any person entitled to perform the duties of Secretary temporarily.Singapore
    
    
    
    
    
    The Republic of Singapore.Treasury
Shares
    
    
    
    
    
    Shall have the meaning ascribed to it respectively in the Act.Writing and
Written
    
    
    
    
    
    Includes printing, lithography, typewriting
and any other mode of representing or reproducing words in a visible form.Year
    
    
    
    
    
    Calendar Year.References in these Articles to member or holders of shares or class of
shares shall except where otherwise expressly provided in these Articles,
exclude the Company where it is a member or holder of shares in relation to
shares held by it as Treasury Shares.Words denoting the singular number only shall include the plural and vice versa.Words denoting the masculine gender only shall include the feminine gender.Words denoting persons shall include corporations.Save as aforesaid, any word or expression used in the Act and the
Interpretation Act, Cap. 1 shall, if not inconsistent with the subject or
context, bear the same meaning in these Articles.Any reference in these Articles to any enactment is a reference to that
enactment as for the time being amended or re-enacted.A Special Resolution shall be effective for any purpose for which an Ordinary
Resolution is expressed to be required under any provision of these Articles.The headnotes and marginal notes are inserted
for convenience only and shall not affect the
construction of these Articles.




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##### 



10 BUSINESS3. Subject to the provisions of the
Act, any branch or kind of business
which by the Memorandum of
Association of the Company or these
Articles is expressly or by
implication authorised to be
undertaken by the Company may be
undertaken by the Directors at such
time or times as they shall think
fit, and further may be suffered by
them to be in abeyance, whether such
branch or kind of business may have
been actually commenced or not, so
long as the Directors may deem it
expedient not to commence or proceed
with such branch or kind of business.
    
    Any branch
of business
either
expressly
or by
implication
authorised
may be
undertaken
by Directors.PUBLIC COMPANY4. The Company is a public company.
    
    Public Company.TREASURY SHARES5. The Company shall not exercise any
right in respect of Treasury Shares
other than as provided by the Act.
Subject thereto, the Company may hold
or deal with its Treasury Shares in
the manner authorised by, or
prescribed pursuant to, the Act.
    
    Treasury Shares.
Amended by AGM held on
29.6.20066. (a) Except as is otherwise
expressly permitted by the Act, the
Company shall not give, whether
directly or indirectly and whether by
means of the making of a loan, the
giving of a guarantee, the provision
of security, the release of an
obligation or the release of a debt
or otherwise, any financial
assistance for the purpose of, or in
connection with, the acquisition or
proposed acquisition of shares or
units of shares in the Company or its
holding company.
    
    Prohibition against
financial assistance.(b) The Company may,
subject to and in
accordance with the Act,
purchase or otherwise
acquire its issued
ordinary shares on such
terms and in such manner
as the Company may from
time to time think fit.
If required by the Act,
Aany share that is so
purchased or acquired by
the Company shall,
unless held in treasury
in accordance with the
Act, be deemed to be
cancelled immediately on
purchase or acquisition
by the Company. On the
cancellation of a share
as aforesaid, the rights
and privileges attached
to that share shall
expire. In any other
instance, the Company
may hold or deal with
any such share which is
so purchased or acquired
by it in such manner as
may be permitted by, and
in accordance with, the
Act.
    
    Company may
acquire its
own issued
ordinary
shares.
Amended by AGM held on
29.6.20067. Save as provided by Section 161 of
the Act, no shares may be issued by
the Directors without the prior
approval of the Company in General
Meeting but subject thereto and to
the provisions of these Articles, the
Directors may allot or grant options
over or otherwise dispose of the same
to such persons on such terms and
conditions and at such time as the
Company in General Meeting may
approve.
    
    Issue of
Shares.
Amended by AGM held on
29.6.20068. The rights attached to shares
issued upon special conditions shall
be clearly defined in the Memorandum
of Association or these Articles.
Without prejudice to any special
right previously conferred on the
holders of any existing shares or
class of shares but subject to the
Act and these Articles, shares in the
Company may be issued by the
Directors and any such shares may be
issued with such preferred, deferred,
or other special rights or such
restrictions, whether in regard to
dividend, voting, return of capital
or otherwise as the Directors
determine.
    
    Special
Rights.




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##### 



11 9. If at any time the share capital
is divided into different classes,
the rights attached to any class
(unless otherwise provided by the
terms of issue of the shares of that
class) may subject to the provisions
of the Act, whether or not the
Company is being wound up, be varied
or abrogated with the sanction of a
Special Resolution passed at a
separate General Meeting of the
holders of shares of the class and to
every such Special Resolution the
provisions of Section 184 of the Act
shall with such adaptations as are
necessary apply. To every such
separate General Meeting the
provisions of these Articles relating
to General Meetings shall mutatis
mutandis apply; but so that the
necessary quorum shall be two persons
at least holding or representing by
proxy or by attorney one-third of the
issued shares of the class Provided
always that where the necessary
majority for such a Special
Resolution is not obtained at the
Meeting, consent in writing if
obtained from the holders of
three-fourths of the issued shares of
the class concerned, within two
months of the Meeting shall be as
valid and effectual as a Special
Resolution, carried at the Meeting.
    
    Variation
of rights.10. The rights conferred upon the
holders of the shares of any class
issued with preferred or other rights
shall, unless otherwise expressly
provided by the terms of issue of the
shares of that class or by these
Articles as are in force at the time
of such issue, be deemed to be varied
by the creation or issue of further
shares ranking equally therewith.
    
    Creation
or issue
of further
shares with
special
rights.11. The Company may pay commissions
or brokerage on any issue of shares
at such rate or amount and in such
manner as the Directors may deem fit.
Such commissions or brokerage may be
satisfied by the payment of cash or
the allotment of fully or partly paid
shares or partly in one way and
partly in the other.
    
    Power
to pay
commission
and
brokerage.
Amended by AGM held on
29.6.200612. If any shares of the Company are
issued for the purpose of raising
money to defray the expenses of the
construction of any works or the
provisions of any plant which cannot
be made profitable for a long period,
the Company may, subject to the
conditions and restrictions mentioned
in the Act pay interest on so much of
the share capital as is for the time
being paid up and may charge the same
to capital as part of the cost of the
construction or provision.
    
    Power to
charge
interest
on
capital.13. Except as required by law, no
person shall be recognised by the
Company as holding any share upon any
trust and the Company shall not be
bound by or compelled in any way to
recognise (even when having notice
thereof) any equitable, contingent,
future or partial interest in any
share or any interest in any
fractional part of a share or (except
only as by these Articles or by law
otherwise provided) any other rights
in respect of any share, except an
absolute right to the entirety
thereof in the registered holder.
    
    Exclusion
of
equities.14. If two or more persons are
registered as joint holders of any
share any one of such persons may
give effectual receipts for any
dividend payable in respect of such
share and the joint holders of a
share shall, subject to the
provisions of the Act, be severally
as well as jointly liable for the
payment of all instalments and calls
and interest due in respect of such
shares. Such joint holders shall be
deemed to be one Member and the
delivery of a certificate for a share
to one of several joint holders shall
be sufficient delivery to all such
holders.
    
    Joint
holders.15. No person shall be recognised by
the Company as having title to a
fractional part of a share or
otherwise than
    
    Fractional part of a




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##### 



12 as the sole or a joint
holder of the entirety of such share.
    
    share.16. If by the conditions of allotment
of any shares the whole or any part
of the amount of the issue price
thereof shall be payable by
instalments every such instalment
shall, when due, be paid to the
Company by the person who for the
time being shall be the registered
holder of the share or his personal
representatives, but this provision
shall not affect the liability of any
allottee who may have agreed to pay
the same.
    
    Payment of
instalments.17. The certificate of title to
shares in the capital of the Company
shall be issued under the Seal in
such form as the Directors shall from
time to time prescribe and shall
bear the autographic or facsimile
signatures of at least one Director
and the Secretary or some other
person appointed by the Directors,
and shall specify the number and
class of shares to which it relates
and the amounts paid and amounts (if
any) unpaid thereon. The facsimile
signatures may be reproduced by
mechanical or other means provided
the method or system of reproducing
signatures has first been approved by
the Auditors of the Company.
    
    Share
Certificates.
Amended by AGM held on
29.6.200618. Every person whose name is
entered as a Member in the Register
shall be entitled within two months
after allotment or within one month
after the lodgment of any transfer to
one certificate for all his shares of
any one class or to several
certificates in reasonable
denominations each for a part of the
shares so allotted or transferred.
Where a Member transfers part only of
the shares comprised in a certificate
or where a Member requires the
Company to cancel any certificate or
certificates and issue new
certificates for the purpose of
subdividing his holding in a
different manner the old certificate
or certificates shall be cancelled
and a new certificate or certificates
for the balance of such shares issued
in lieu thereof and the Member shall
pay a fee not exceeding $2/- for each
such new certificate as the Directors
may determine.
    
    Entitlement
to
certificates.19. If any certificate or other
document of title to shares or
debentures be worn out or defaced,
then upon production thereof to the
Directors, they may order the same to
be cancelled and may issue a new
certificate in lieu thereof. For
every certificate so issued there
shall be paid to the Company a fee
not exceeding $2/- as the Directors
may determine. Subject to the
provisions of the Act and the
requirements of the Directors
thereunder, if any certificate or
document be lost or destroyed or
stolen, then upon proof thereof to
the satisfaction of the Directors and
on such indemnity as the Directors
deem adequate being given, and on the
payment of a fee not exceeding $2/-
as the Directors may determine, a new
certificate or document in lieu
thereof shall be given to the person
entitled to such lost or destroyed or
stolen certificate or document.
    
    New
certificates
may be
issued.
Amended by AGM held on
29.6.2006RESTRICTION ON TRANSFER OF SHARES20. Subject to the restrictions of
these Articles any Member may
transfer all or any of his shares,
but every transfer must be in writing
and in the usual common form, or in
any other form which the Directors
may approve. The instrument of
transfer of a share shall be signed
both by the transferor and by the
transferee, and by the witness or
witnesses thereto and the transferor
shall be deemed to remain the holder
of the share until the name of the
transferee is entered in the Register
in respect thereof. Shares of
different classes shall not be
comprised in the same instrument of
transfer.
    
    Form of
Transfer.21. All instruments of transfer which
shall be registered shall be retained
by the Company, but any instrument
    
    Retention of




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##### 



13 of
transfer which the Directors may
refuse to register shall (except in
any case of fraud) be returned to the
party presenting the same.
    
    Transfers.22. No share shall in any
circumstances be transferred to any
infant or bankrupt or person of
unsound mind.
    
    Infant,
bankrupt
or unsound
mind.23. The Directors may, in their
absolute discretion, decline to
register any transfer of shares on
which the Company has a lien or to a
person of whom they do not approve
but shall in such event, within one
month after the date on which the
transfer was lodged with the Company
send to the transferor and transferee
notice of the refusal. If the
Directors refuse to register a
transfer they shall within one month
of the date of application for the
transfer by notice in writing to the
applicant state the facts which are
considered to justify the refusal to
register the transfer.
    
    Directors
power to
decline
to
register.
 24. The Directors may decline to register any instrument of transfer
unless:-
    
    Instrument of transfer.(a)
    
    such fee not exceeding $2/- or such other sum as the
Directors may from time to time require under the provisions
of these Articles, is paid to the Company in respect thereof;
and
    
    Amended by AGM held
on 29.6.2006(b)
    
    the amount of proper duty (if any) with which each
instrument of transfer is chargeable under any law for the
time being in force relating to stamps is paid; and(c)
    
    the instrument of transfer is deposited at the Office or
at such other place (if any) as the Directors may appoint
accompanied by a certificate of payment of stamp duty (if
any), the certificates of the shares to which the transfer
relates and such other evidence as the Directors may
reasonably require to show the right of the transferor to make
the transfer and, if the instrument of transfer is executed by
some other person on his behalf, the authority of the person
so to do.
 25. The Company shall provide a book to be called Register of Transfers
which shall be kept under the control of the Directors, and in which shall
be entered the particulars of every transfer of shares.
    
    Register
of
Transfers.26. The Register may be closed at such times and for such periods as the
Directors may from time to time determine not exceeding in the whole thirty
days in any year.
    
    Closure
of
Register.TRANSMISSION OF SHARES27. In case of the death of a Member, the survivor or survivors, where the
deceased was a joint holder, and the executors or administrators of the
deceased, where he was a sole or only surviving holder, shall be the only
persons recognised by the Company as having any title to his interest in
the shares, but nothing herein shall release the estate of a deceased
Member (whether sole or joint) from any liability in respect of any share
held by him.
    
    Transmission
on death.28. Any person becoming entitled to a share in consequence of the death or
bankruptcy of any Member may, upon producing such evidence of title as the
Directors shall require,
    
    Persons becoming entitled




---



##### 



14 be registered himself as holder of the share upon
giving to the Company notice in writing of such his desire or transfer such
share to some other person. 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 another person registered he shall testify his election by executing
to that person a transfer of the share. All the limitations, restrictions
and provisions of these Articles relating to the right to transfer and the
registration of transfers shall be applicable to any such notice or
transfer as aforesaid as if the death or bankruptcy of the Member had not
occurred and the notice or transfer were a transfer executed by such
Member.
    
    on death or
bankruptcy
of Member
may be
registered.29. Save as otherwise provided by or in accordance with these Articles a
person becoming entitled to a share in consequence of the death or
bankruptcy of a Member shall be entitled to the same dividends and other
advantages to which he would be entitled if he were the registered holder
of the share except that he shall not be entitled in respect thereof to
exercise any right conferred by membership in relation to Meetings of the
Company until he shall have been registered as a Member in respect of the
share.
    
    Rights
of un-
registered
executors
and
trustees.30. There shall be paid to the Company in respect of the registration of
any probate, letters of administration, certificate of marriage or death,
power of attorney or other document relating to or affecting the title to
any shares, such fee not exceeding $2/- as the Directors may from time to
time require or prescribe.
    
    Fee for
registra-
tion of
probate
etc.CALLS ON SHARES31. The Directors may from time to time make such calls as they
think fit upon the Members in respect of any moneys unpaid on
their shares and not by the terms of the issue thereof made
payable at fixed times, and each Member shall (subject to
receiving at least fourteen days notice specifying the time or
times and place of payment) pay to the Company at the time or
times and place so specified the amount called on his shares.
A call may be revoked or postponed as the Directors may
determine.
    
    Calls on
shares.
Amended by AGM held
on 29.6.200632. A call shall be deemed to have been made at the time when
the resolution of the Directors authorising the call was passed
and may be made payable by instalments.
    
    Time
when
made.33. If a sum called in respect of a share is not paid before or
on the day appointed for payment thereof, the person from whom
the sum is due shall pay interest on the sum due from the day
appointed for payment thereof to the time of actual payment at
such rate not exceeding ten per cent per annum as the
Directors determine, but the Directors shall be at liberty to waive payment
of such interest wholly or in part.
    
    Interest
on calls.34. Any sum which by the terms of issue of a share becomes
payable upon allotment or at any fixed date, shall for all
purposes of these Articles be deemed to be a call duly made and
payable on the date, on which, by the terms of issue, the same
becomes payable, and in case of non-payment all the relevant
provisions of the Articles as to payment of interest and
expenses, forfeiture or otherwise shall apply as if such sum
had become payable by virtue of a call duly made and notified.
    
    Sum
due on
allotment. 
Amended by AGM held
on 29.6.200635. The Directors may on the issue of shares differentiate
between the holders as to the amount of calls to be paid and
the times of payments.
    
    Power to
differentiate.36. The Directors may, if they think fit, receive from
    
    Payment in




---



##### 



15 any
Member willing to advance the same all or any part of the
moneys uncalled and unpaid upon the shares held by him and such
payments in advance of calls shall extinguish, so far as the
same shall extend, the liability upon the shares in respect of
which it is made, and upon the moneys so received or so much
thereof as from time to time exceeds the amount of the calls
then made upon the shares concerned the Company may pay
interest at such rate not exceeding ten per cent per annum as
the Member paying such sum and the Directors agree upon.
    
    advance
of calls.
Amended by AGM held
on 29.6.2006FORFEITURE AND LIEN37. If any Member fails to pay in full any call or instalment
of a call on the day appointed for payment thereof, the
Directors may at any time thereafter serve a notice on such
Member requiring payment of so much of the call or instalment
as is unpaid together with any interest and expenses which may
have accrued.
    
    Notice
requiring
payment
of calls.38. The notice shall name a further day (not being less than
fourteen 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 in accordance therewith the shares on which the
call was made will be liable to be forfeited.
    
    Notice
to state
time and
place.39. If the requirements of any such notice as aforesaid are not
complied with, any share in respect of which such notice has
been given may at any time thereafter, before payment of all
calls and interest and expenses due in respect thereof be
forfeited by a resolution of the Directors to that effect. Such
forfeiture shall include all dividends declared in respect of
the forfeited share and not actually paid before the
forfeiture. The Directors may accept a surrender of any share
liable to be forfeited hereunder.
    
    Forfeiture
on non-
compliance
with
notice.40. A share so forfeited or surrendered shall become the
property of the Company and may be sold, re-allotted or
otherwise disposed of either to the person who was before such
forfeiture or surrender the holder thereof or entitled thereto,
or to any other person, upon such terms and in such manner as
the Directors shall think fit, and at any time before a sale,
re-allotment or disposition the forfeiture or surrender may be
cancelled on such terms as the Directors think fit. To give
effect to any such sale, the Directors may, if necessary,
authorise some person to transfer a forfeited or surrendered
share to any such person as aforesaid.
    
    Sale of
shares
forfeited.41. A Member whose shares have been forfeited or surrendered
shall cease to be a Member in respect of the shares, but shall
notwithstanding the forfeiture or surrender remain liable to
pay to the Company all moneys which at the date of forfeiture
or surrender were payable by him to the Company in respect of
the shares with interest thereon at ten per cent per annum (or
such lower rate as the Directors may approve) from the date of
forfeiture or surrender until payment, but such liability shall
cease if and when the Company receives payment in full of all
such money in respect of the shares and the Directors may waive
payment of such interest either wholly or in part.
    
    Rights and
liabilities
of Members
whose
shares
have been
forfeited
or surrendered.42. The Company shall have a first and paramount lien and
charge on every share (not being a fully paid share) registered
in the name of each Member (whether solely or jointly with
others) and on the dividends declared or payable in respect
thereof for all calls and instalments due on any such share and
interest and expenses thereon but such lien shall only be upon
the specific shares in respect of which such calls or
    
    Companys lien.




---



##### 



16 instalments are due and unpaid and on all dividends from time
to time declared in respect of the shares. The Directors may
resolve that any share shall for some specified period be
exempt from the provisions of this Article.43. The Company may sell in such manner as the Directors think
fit any share on which the Company has a lien, but no sale
shall be made unless some sum in respect of which the lien
exists is presently payable nor until the expiration of
fourteen days after notice in writing stating and demanding
payment of the sum payable and giving notice of intention to
sell in default, shall have been given to the registered holder
for the time being of the share or the person entitled thereto
by reason of his death or bankruptcy. To give effect to any
such sale, the Directors may authorise some person to transfer
the shares sold to the purchaser thereof.
    
    Sale of
shares
subject
to lien.44. The proceeds of the sale shall be received by the Company
and applied in payment of such part of the amount in respect of
which the lien exists as is presently payable and the residue,
if any, shall (subject to a like lien for sums not presently
payable as existed upon the shares before the sale) be paid to
the person entitled to the shares at the date of the sale.
    
    Application
of proceeds
of such
sale.45. A statutory declaration in writing that the declarant is a
Director of the Company and that a share has been duly
forfeited or surrendered or sold to satisfy a lien of the
Company on a date stated in the declaration shall be conclusive
evidence of the facts stated therein as against all persons
claiming to be entitled to the share, and such declaration and
the receipt of the Company for the consideration (if any) given
for the share on the sale, re-allotment or disposal thereof
together with the certificate of proprietorship of the share
under Seal delivered to a purchaser or allottee thereof shall
(subject to the execution of a transfer if the same be
required) constitute a good title to the share and the person
to whom the share is sold, re-allotted or disposed of shall be
registered as the holder of the share and shall not be bound to
see to the application of the purchase money (if any) nor shall
his title to the share be affected by any irregularity or
invalidity in the proceedings in reference to the forfeiture,
surrender, sale, re-allotment or disposal of the share.
    
    Title to
shares
forfeited
or
surrendered
or sold to
satisfy
a lien.ALTERATION OF CAPITAL46. (deleted by AGM held on 29.6.2006)47. Subject to any special rights for the time being attached
to any existing class of shares, the new shares shall be issued
upon such terms and conditions and with such rights and
privileges annexed thereto as the General Meeting resolving
upon the creation thereof shall direct and if no direction be
given as the Directors shall determine subject to the
provisions of these Articles and in particular (but without
prejudice to the generality of the foregoing) such shares may
be issued with a preferential or qualified right to dividends
and in the distribution of assets of the Company or otherwise.
    
    Rights and
privileges
of new
shares.48. (deleted by AGM held on 29.6.2006)49. Except so far as otherwise provided by the conditions of
issue or by these Articles all new shares shall be subject to
the provisions of these Articles with reference to allotments,
payment of calls, lien, transfer, transmission, forfeiture and
otherwise.
    
    New shares
otherwise
subject to
provisions
of Articles.50. The Company may by Ordinary Resolution:-
    
    Power to




---



##### 



17 (a)
    
    consolidate and divide all or any of its
shares;
    
    consolidate, subdivide and convert shares.(b)
    
    subdivide its shares or any of them (subject
nevertheless to the provisions of the Act)
provided always that in such subdivision the
proportion between the amount paid and the amount
(if any) unpaid on each reduced share shall be the
same as it was in the case of the share from which
the reduced share is derived; and
    
    Amended by AGM held on 29.6.2006(c)
    
    subject to the provisions of these Articles
and the Act, convert any class of shares into any
other class of shares.
 51. The Company may by Special Resolution reduce its share
capital or any undistributable reserve in any manner and with
and subject to any incident authorised and consent required by
law. Without prejudice to the generality of the foregoing,
upon cancellation of a share purchased or otherwise acquired by
the Company pursuant to these Articles and the Act, the number
of the issued shares of the Company shall be diminished by the
number of the shares so cancelled, and, where any such
cancelled share was purchased or acquired out of the capital of
the Company, the amount of share capital of the Company shall
be reduced accordingly.
    
    Power to
reduce
capital. 
Amended by AGM held
on 29.6.2006STOCK52. The Company may by Ordinary Resolution convert any paid up i
shares into stock and may from time to time by like resolution
reconvert any stock into paid up shares.
    
    Power to convert
into stock. 
Amended by AGM held
on 29.6.200653. The holders of stock may transfer the same or any part
thereof in the same manner and subject to the same Articles as
and subject to which the shares from which the stock arose
might previously to conversion have been transferred or as near
thereto as circumstances admit but no stock shall be
transferable except in such units as the Directors may from
time to time determine.
    
    Transfer
of stock. 
Amended by AGM held
on 29.6.200654. The holders of stock shall, according to the number of
stock units held by them, have the same rights, privileges and
advantages as regards dividend, return of capital, voting and
other matters, as if they held the shares from which the stock
arose; but no such privilege or advantage (except as regards
dividend and return of capital and the assets on winding up)
shall be conferred by the number of stock units which would not
if existing in shares have conferred that privilege or
advantage; and no such conversion shall affect or prejudice any
preference or other special privileges attached to the shares
so converted.
    
    Rights
of stockholders. 
Amended by AGM held
on 29.6.200655. All such of the provisions of these Articles as are
applicable to paid up shares shall apply to stock and the words
share and shareholder or similar expressions herein shall
include stock or stockholder.
    
    Interpretation.




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##### 



18 GENERAL MEETINGS56. (a) Subject to the provisions of the Act the Company shall
in each year hold a general meeting as its Annual General
Meeting in addition to any other meetings in that year and not
more than fifteen months shall elapse between the date of one
Annual General Meeting of the Company and that of the next.
Provided that so long as the Company holds its First Annual
General Meeting within eighteen months of its incorporation, it
need not hold it in the year of its incorporation or in the
following year.
    
    Annual
General
Meeting.(b) All General Meetings other than Annual General
Meetings shall be called Extraordinary General
Meetings.
    
    Extraordinary
General
Meetings.(c) The time and place of any General Meeting
shall be determined by the Directors.
    
    Time and
Place.57. The Directors may, whenever they think fit, convene an
Extraordinary General Meeting and Extraordinary General
Meetings shall also be convened on such requisition or, in
default, may be convened by such requisitionists, as provided
by Section 176 of the Act. If at any time there are not within
Singapore sufficient Directors capable of acting to form a
quorum at a meeting of Directors, any Director may convene an
Extraordinary General Meeting in the same manner as nearly as
possible as that in which meetings may be convened by the
Directors.
    
    Calling
Extraordinary
General
Meetings.NOTICE OF GENERAL MEETINGS58. Subject to the provisions of the Act as to Special
Resolutions and special notice, at least fourteen days notice
in writing (exclusive both of the day on which the notice is
served or deemed to be served and of the day for which the
notice is given) of every General Meeting shall be given in the
manner hereinafter mentioned to such persons (including the
Auditors) as are under the provisions herein contained entitled
to receive notice from the Company. Provided that a General
Meeting notwithstanding that it has been called by a shorter
notice than that specified above shall be deemed to have been
duly called if it is so agreed:-
    
    Notice of
Meetings.
 (a)
    
    in the case of an Annual General Meeting by
all the Members entitled to attend and vote
thereat; and(b)
    
    in the case of an Extraordinary General
Meeting by that number or majority in number of
the Members having a right to attend and vote
thereat as is required by the Act.
 Provided also that the accidental omission to give notice to, or the
non-receipt by, any person entitled thereto shall not invalidate the
proceedings at any General Meeting.59. (a) Every notice calling a General Meeting shall specify
the place and the day and hour of the Meeting, and there shall
appear with reasonable prominence in every such notice a
statement that a Member entitled to attend and vote is entitled
to appoint a proxy to attend and to vote instead of him and
that a proxy need not be a Member of the Company.
    
    Contents
of
notice.(b) In the case of an Annual General Meeting, the
notice shall also specify the Meeting as such.




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##### 



19 (c) In the case of any General Meeting at which
business other than routine business is to be
transacted, the notice shall specify the general
nature of the business; and if any resolution is
to be proposed as a Special Resolution or as
requiring special notice, the notice shall contain
a statement to that effect.60. Routine business shall mean and include only business
transacted at an Annual General Meeting of the following
classes, that is to say:-
    
    Routine
Business.
 (a)
    
    Declaring dividends;(b)
    
    Reading, considering and adopting the balance
sheet, the reports of the Directors and Auditors,
and other accounts and documents required to be
annexed to the balance sheet;(c)
    
    Appointing Auditors and fixing the
remuneration of Auditors or determining the manner
in which such remuneration is to be fixed; and(d)
    
    Fixing the remuneration of the Directors
proposed to be paid under Article 85.
 61. No business shall be transacted at any General Meeting
unless a quorum is present. Save as herein otherwise provided,
the quorum at any General meeting shall be at least two members
holding an aggregate not less than 33 1/3 per cent. of the
total number of fully paid shares of the Company (excluding
Treasury Shares) for the time being, present in person or by
proxy. For the purpose of this Article, Member includes a
person attending by proxy or by attorney or as representing a
corporation which is a Member.
    
    Quorum.
Amended by AGM held
on 29.6.200662. If within 30 minutes from the time appointed for a General
Meeting (or such longer interval as the chairman of the meeting
may think fit to allow) a quorum is not present, the meeting,
if convened on the requisition of members, shall be dissolved.
In any other case it shall stand adjourned to the same day in
the next week (or if that day is a public holiday then to the
next business day following that public holiday) at the same
time and place or such other day, time or place as the
Directors may by not less than ten days notice appoint. At the
adjourned meeting any one or more members present in person or
by proxy shall be a quorum.
    
    Adjournment
if quorum
not present.
Amended by AGM held
on 30.06.200463. Subject to the provisions of the Act, a resolution in
writing signed by every Member of the Company entitled to vote
or being a corporation by its duly authorised representative
shall have the same effect and validity as an Ordinary
Resolution of the Company passed at a General Meeting duly
convened, held and constituted, and may consist of several
documents in the like form, each signed by one or more of such
Members.
    
    Resolution
in writing.64. The Chairman of the Board of Directors shall preside as
Chairman at every General Meeting. If there be no such Chairman
or if at any Meeting he be not present within fifteen minutes
after the time appointed for holding the Meeting or be
unwilling to act, the Members present shall choose some
Director to be Chairman of the Meeting or, if no Director be
present or if all the Directors present decline to take the
Chair, one of their number present, to be Chairman.
    
    Chairman.




---



##### 



20 65. The Chairman may, with the consent of any Meeting at which
a quorum is present (and shall if so directed by the Meeting)
adjourn the Meeting from time to time and from place to place,
but no business shall be transacted at any adjourned Meeting
except business which might lawfully have been transacted at
the Meeting from which the adjournment took place. When a
Meeting is adjourned for thirty days or more, notice of the
adjourned Meeting shall be given as in the case of the original
Meeting. Save as aforesaid, it shall not be necessary to give
any notice of an adjournment or of the business to be
transacted at an adjourned Meeting.
    
    Adjournment.66. At any General Meeting a resolution put to the vote of the
Meeting shall be decided by a poll. No resolution put to the
vote at any General Meeting shall be decided on a show of
hands.
    
    Method
of
voting.67. A poll shall be taken in such manner (including the use of
ballot or voting papers or tickets) as the Chairman may direct
and the result of a poll shall be deemed to be the resolution
of the Meeting at which the poll was taken. The Chairman may,
and if so requested shall, appoint scrutineers and may adjourn
the Meeting to some place and time fixed by him for the purpose
of declaring the result of the poll.
    
    Taking
a poll.68. If any votes be counted which ought not to have been
counted or might have been rejected, the error shall not
vitiate the result of the voting unless it be pointed out at
the same Meeting or at any adjournment thereof and not in any
case unless it shall in the opinion of the Chairman be of
sufficient magnitude.
    
    Votes
counted
in error.69. In the case of equality of votes on a poll, the Chairman of
the Meeting at which the poll is taken shall be entitled to a
casting vote.
    
    Chairmans
casting
vote.VOTES OF MEMBERS70. Subject to these Articles and to any special rights or
restrictions as to voting attached to any class of shares
hereinafter issued on a poll every Member who is present in
person or by proxy or attorney or in the case of a corporation
by a representative shall have one vote for every share of
which he is the holder.
    
    Voting
rights
of Members.71. Where there are joint registered holders of any share any
one of such persons may vote and be reckoned in a quorum at any
Meeting either personally or by proxy or by attorney or in the
case of a corporation by a representative as if he were solely
entitled thereto and if more than one of such joint holders be
so present at any Meeting that one of such persons so present
whose name stands first in the Register in respect of such
share shall alone be entitled to vote in respect thereof.
Several executors or administrators of a deceased Member in
whose name any share stands shall for the purpose of this
Article be deemed joint holders thereof.
    
    Voting
rights
of joint
holders.72. A Member of unsound mind or whose person or estate is
liable to be dealt with in any way under the law relating to
mental disorders may vote on a poll by his committee, curator
bonis or such other person as properly has the management of
his estate and any such committee, curator bonis or other
person may vote by proxy or attorney, provided that such
evidence as the Directors may require of the authority of the
person claiming to vote shall have been deposited at the Office
not less than forty eight hours before the time appointed for
holding the Meeting.
    
    Voting
rights of
Members
of
unsound
mind.




---



##### 



73. Subject to the provisions of these Articles every Member shall be entitled to be
present and to vote at any General Meeting either personally or by proxy or by attorney or in the case of a
corporation by a representative and to be reckoned in a quorum in respect of shares fully paid and in
respect of partly paid shares where calls are not due and unpaid.
    
    Right
to vote.74. No objection shall be raised to the qualification of any voter except at the Meeting or
adjourned Meeting at which the vote objected to is given or tendered and every vote not disallowed at such
Meeting shall be valid for all purposes. Any such objection made in due time shall be referred to the
Chairman of the Meeting whose decision shall be final and conclusive.
    
    Objections.75. On a poll votes may be given either personally or by proxy or by attorney or in the case
of a corporation by its representative and a person entitled to more than one vote need not use all his
votes or cast all the votes he uses in the same way.
    
    Votes on
a poll.76. An instrument appointing a proxy shall be in writing and:-
    
    Appointment
of proxies.(a) in the case of an individual shall be signed by the appointor or by his attorney; and(b) in the case of a corporation shall be either under the common seal or signed
by its attorney or by an officer on behalf of the corporation.The Directors may, but shall not be bound to, require evidence of the authority of any such attorney or
officer.76A. A Member shall be entitled to appoint more than two proxies to attend and vote at the
same meeting, and any such proxies shall be entitled to nominate a person or persons other than himself as
the proxy or proxies appointed by the Member.
    
    Multiple proxies
Amended by AGM held
on 29.06.200577. A proxy need not be a Member of the Company.
    
    Proxy need
not be a
Member.78. An instrument appointing a proxy or the power of attorney or other authority, if any, must
be left at the Office or such other place (if any) as is specified for the purpose in the notice convening
the Meeting not less than forty-eight hours before the time appointed for the holding of the Meeting or
adjourned Meeting (or in the case of a poll before the time appointed for the taking of the poll) at which
it is to be used and in default shall not be treated as valid unless the Directors otherwise determine.
    
    Deposit
of
proxies.79. An instrument appointing a proxy shall be in such form as any Director may approve. An
instrument appointing a proxy shall, unless the contrary is stated thereon, be valid as well for any
adjournment of the Meeting as for the Meeting to which it relates and need not be witnessed.
    
    Form of
proxies.
Amended by AGM held
on 29.06.200580. A vote given in accordance with the terms of an instrument of proxy (which for the
purposes of these Articles shall also include a power of attorney) shall be valid notwithstanding the
previous death or insanity of the principal or revocation of the proxy, or of the authority under which the
proxy was executed or the transfer of the share in respect of which the proxy is given, provided that no
intimation in writing of
    
    Intervening death or
insanity of principal
not to revoke proxy.




---



##### 



22 such death, insanity, revocation or transfer shall have been received by the
Company at the Office (or such other place as may be specified for the deposit of instruments appointing
proxies) before the commencement of the Meeting or adjourned Meeting (or in the case of a poll before the
time appointed for the taking of the poll) at which the proxy is used.81. Any corporation which is a Member of the Company may by resolution of its directors or
other governing body authorise such person as it thinks fit to act as its representative at any Meeting of
the Company or of any class of Members of the Company and the person so authorised shall be entitled to
exercise the same powers on behalf of the corporation as the corporation could exercise if it were an
individual Member of the Company and such corporation shall for the purposes of these Articles (but subject
to the Act) be deemed to be present in person at any such meeting if a person so authorised is present
thereat.
    
    Corporations
acting by
representa-
tives.
Amended by AGM held
on 29.6.2006DIRECTORS82. Subject to the other provisions of Section 145 of the Act the number of the Directors all
of whom shall be natural persons shall not be less than two nor unless otherwise determined by a General
Meeting more than fifteen.
    
    Number of
Directors.83. The first Directors of the Company are:-
    
    First
Directors.CHRISTINE CHAN MENG YOOK
          LIM MEI84. A Director need not be a Member and shall not be required to hold any share qualification
unless and until otherwise determined by the Company in General Meeting but shall be entitled to attend and
speak at General Meetings.
    
    Qualification.85. Subject to Section 169 of the Act, the remuneration of the Directors shall be determined
from time to time by the Company in General Meeting, and shall be divisible among the Directors in such
proportions and manner as they may agree and in default of agreement equally, except that in the latter
event any Director who shall hold office for part only of the period in respect of which such
remuneration is payable shall be
entitled only to rank in such division for the proportion of remuneration related to the period during
which he has held office.
    
    Remuneration of
Directors.86. The Directors shall be entitled to be repaid all travelling or such reasonable expenses
as may be incurred in attending and returning from meetings of the Directors or of any committee of the
Directors or General Meetings or otherwise howsoever in or about the business of the Company in the course
of the performance of their duties as Directors.
    
    Travelling
expenses.87. Any Director who is appointed to any executive office or serves on any committee or who
otherwise performs or renders services, which in the opinion of the Directors are outside his ordinary
duties as a Director, may, subject to Section 169 of the Act, be paid such extra remuneration as the
Directors may determine.
    
    Extra
Remuneration.88. (a) Other than the office of Auditor, a Director may hold any other office or place of
profit under the Company and he or any firm of which he is a member may act in a professional capacity for
the Company in conjunction with his office of Director for such period and on such terms (as to
remuneration and otherwise) as the Directors may determine.
    
    Power of Directors
to hold office of
profit and to




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##### 



23 Subject to the Act, no Director or intending
Director shall be disqualified by his office from contracting or entering into any arrangement with the
Company either as vendor, purchaser or otherwise nor shall such contract or arrangement or any contract or
arrangement entered into by or on behalf of the Company in which any Director shall be in any way
interested be avoided nor shall any Director so contracting or being so interested be liable to account to
the Company for any profit realised by any such contract or arrangement by reason only of such Director
holding that office or of the fiduciary relation thereby established.
    
    contract
with
Company.(b) Every Director shall observe the provisions of Section 156 of the Act relating to the
disclosure of the interests of the Directors in contracts or proposed contracts with the Company or of any
office or property held by a Director which might create duties or interests in conflict with his duties or
interests as a Director. Subject to such disclosure, a Director shall be entitled to vote in respect of any
contract or arrangement in which he is interested and he shall be taken into account in ascertaining
whether a quorum is present.
    
    Directors
to observe
Section
156 of
the Act.89. (a) A Director may be or become a director of or hold any office or place of profit (other
than as Auditor) or be otherwise interested in any company in which the Company may be interested as
vendor, purchaser, shareholder or otherwise and unless otherwise agreed shall not be accountable for any
fees, remuneration or other benefits received by him as a director or officer of or by virtue of his
interest in such other company.
    
    Holding
of office
in other
companies.(b) The Directors may exercise the voting power conferred by the shares in any company held
or owned by the Company in such manner and in all respects as the Directors think fit in the interests of
the Company (including the exercise thereof in favour of any resolution appointing the Directors or any of
them to be directors of such company or voting or providing for the payment of remuneration to the
directors of such company) and any such Director of the Company may vote in favour of the exercise of such
voting powers in manner aforesaid notwithstanding that he may be or be about to be appointed a director of
such other company.
    
    Directors
may
exercise voting
power conferred by
Companys shares in
another
company.CHIEF EXECUTIVE OFFICERS90. The Directors may from time to time appoint one or more of their body to be Chief
Executive Officer or Chief Executive Officers of the Company and may from time to time (subject to the
provisions of any contract between him or them and the Company) remove or dismiss him or them from office
and appoint another or others in his or their places.
    
    Appointment
of Chief Executive
Officers.
Amended by AGM held
on 30.06.200491. A Chief Executive Officer shall subject to the provisions of any contract between him and
the Company be subject to the same provisions as to resignation and removal as the other Directors of the
Company and if he ceases to hold the office of Director from any cause he shall ipso facto and immediately
cease to be a Chief Executive Officer.
    
    Resignation
and removal
of Chief Executive
Officer.
Amended by AGM held
on 30.06.200492. The remuneration of a Chief Executive Officer shall from time to time be fixed by the
Directors and may subject to these Articles be by way of salary or commission or participation in profits
or by any or all of these modes.
    
    Remuneration
of Chief Executive
Officer.
Amended by AGM held
on 30.06.2004




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##### 



24 93. The Directors may from time to time entrust to and confer upon a Chief Executive Officer
for the time being such of the powers exercisable under these Articles by the Directors as they may think
fit and may confer such powers for such time and to be exercised on such terms and conditions and with such
restrictions as they think expedient and they may confer such powers either collaterally with or to the
exclusion of and in substitution for all or any of the powers of the Directors in that behalf and may from
time to time revoke withdraw alter or vary all or any of such powers.
    
    Powers of
Chief Executive
Officer.
Amended by AGM held
on 30.06.2004VACATION OF OFFICE OF DIRECTOR94. The office of a Director shall be vacated in any one of the following events, namely:-(a) if he becomes prohibited from being a Director by reason of any order made
under the Act;
    
    Vacation
of office
of
Director.(b) if he ceases to be a Director by virtue of any of the provisions of the Act or
these Articles;(c) if he resigns by writing under his hand left at the Office;(d) if he has a receiving order made against him or suspends payments or compounds
with his creditors generally; or(e) if he is found lunatic or becomes of unsound mind.APPOINTMENT AND REMOVAL OF DIRECTORS95. The Company may by Ordinary Resolution remove any Director before the expiration of his
period of office, notwithstanding anything in these Articles or in any agreement between the Company and
such Director.
    
    Removal of
Directors.96. The Company may by Ordinary Resolution appoint another person in place of a Director
removed from office under the immediately preceding Article.
    
    Appointment
in place of
Director
removed.97. The Directors shall have power at any time and from time to time to appoint any person to
be a Director either to fill a casual vacancy or as an additional Director but so that the total number of
Directors shall not at any time exceed the maximum number fixed by or in accordance with these Articles.
    
    Directors
power to
fill casual
vacancies
and to
appoint
additional
Director.ALTERNATE DIRECTORS98. (a) Any Director may at any time by writing under his hand and deposited at the Office or
by telefax, telex or by cable sent to the Secretary appoint any person to be his Alternate Director and may
in like manner at any time terminate such appointment. Any appointment or removal by telefax, telex or
cable shall be confirmed as soon as possible by letter, but may be acted upon by the Company meanwhile.
    
    Appointment
of
Alternate
Directors.(b) A Director or any other person may act as an




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##### 



25 Alternate Director to represent more than
one Director and such Alternate Director shall be entitled at Directors meetings to one vote for every
Director whom he represents in addition to his own vote if he is a Director.(c) The appointment of an Alternate Director shall ipso facto determine on the happening of
any event which if he were a Director would render his office as a Director to be vacated and his
appointment shall also determine ipso facto if his appointor ceases for any reason to be a Director.(d) An Alternate Director shall be entitled to receive notices of meetings of the Directors
and to attend and vote as a Director at any such meeting at which the Director appointing him is not
personally present and generally, if his appointor is absent from Singapore or is otherwise unable to act
as such Director, to perform all functions of his appointor as a Director (except the power to appoint an
Alternate Director) and to sign any resolution in accordance with the provisions of Article 104.(e) An Alternate Director shall not be taken into account in reckoning the minimum or maximum
number of Directors allowed for the time being under these Articles but he shall be counted for the purpose
of reckoning whether a quorum is present at any meeting of the Directors attended by him at which he is
entitled to vote Provided that he shall not constitute a quorum under Article 101 if he is the only person
present at the meeting notwithstanding that he may be an Alternate to more than one Director.(f) An Alternate Director may be repaid by the Company such expenses as might properly be
repaid to him if he were a Director and he shall be entitled to receive from the Company such proportion
(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, but save as aforesaid he shall not in respect of such appointment
be entitled to receive any remuneration from the Company.(g) An Alternate Director shall not be required to hold any share qualification.PROCEEDINGS OF DIRECTORS99. (a) The Directors may meet together for the despatch of business, adjourn or otherwise
regulate their meetings as they think fit. Subject to the provisions of these Articles questions arising at
any meeting shall be determined by a majority of votes and in case of an equality of votes the Chairman of
the meeting shall have a second or casting vote.
    
    Meetings
of
Directors.(b) Any Director or his Alternate may participate at a meeting of the Directors by conference
telephone or by means of a similar communication equipment whereby all persons participating in the meeting
are able to hear each other in which event such Director or his Alternate shall be deemed to be present at
the meeting. A Director or his Alternate participating in a meeting in the manner aforesaid may also be
taken into account in ascertaining the presence of a quorum at the meeting. Such a meeting shall be deemed
to take place where the largest group of Directors present for purposes of the meeting is assembled or, if
there is no such group, where the Chairman is present.
    
    Participation in
a Meeting
by
conference
telephone.100. A Director may and the Secretary on the requisition of a Director shall at any time
summon a meeting of the Directors but it shall not be necessary to give notice of a
    
    Convening
meetings
of




---



##### 



26 meeting of Directors to any Director for the time being absent from Singapore.
    
    Directors.101. The quorum necessary for the transaction of the business of the Directors may be fixed by
the Directors and unless so fixed at any other number shall be two. A meeting of the Directors at which a
quorum is present shall be competent to exercise all the powers and discretions for the time being
exercisable by the Directors.
    
    Quorum.102. The continuing Directors may act notwithstanding any vacancies in their body but if and
so long as the number of Directors is reduced below the minimum number fixed by or in accordance with these
Articles the continuing Directors or Director may act for the purpose of filling up such vacancies or of
summoning General Meetings of the Company but not for any other purpose. If there be no Directors or
Director able or willing to act, then any two Members may summon a General Meeting for the purpose of
appointing Directors.
    
    Proceedings in
case of
vacancies.103. The Directors may from time to time elect a Chairman and if desired a Deputy Chairman and
determine the period for which he is or they are to hold office. The Deputy Chairman will perform the
duties of the Chairman during the Chairmans absence for any reason. The Chairman and in his absence the
Deputy Chairman shall preside as Chairman at meetings of the Directors but if no such Chairman or Deputy
Chairman be elected or if at any meeting the Chairman and the Deputy Chairman be not present within five
minutes after the time appointed for holding the same, the Directors present shall choose one of their
number to be Chairman of such meeting.
    
    Chairman
of
Directors.104. A resolution in writing signed by all the Directors for the time being and being not less
than are sufficient to form a quorum shall be as effective as a resolution passed at a meeting of the
Directors duly convened and held, and may consist of several documents in the like form each signed by one
or more of the Directors. Provided that where a Director has appointed an Alternate Director, the Director
or (in lieu of the Director) his Alternate Director may sign. The expressions in writing and signed
include approval by any such Directors by telex, telefax, cable, telegram or any form of electronic
communication approved by the Directors for such purpose from time to time incorporating, if the Directors
deem necessary, the use of security and/or identification procedures and devices approved by the Directors.
    
    Resolutions
in writing.
Amended by AGM held
on 29.6.2006105. The Directors may delegate any of their powers to committees consisting of such member or
members of their body as they think fit. Any committee so formed shall in the exercise of the powers so
delegated conform to any regulations that may be imposed on them by the Directors.
    
    Power to
appoint
committees.AUDIT COMMITTEE OF THE BOARD OF DIRECTOR105A.
(a) PURPOSE
    
    Audit Committee
Amended by AGM held
on 30.06.2000The Audit Committee shall provide assistance to the corporate directors in fulfilling their
responsibility to the shareholders, potential shareholders, and investment community relating to corporate
accounting, reporting practices of the Company, and the quality and integrity of the financial reports of
the Company. The Audit Committee primary duties and responsibilities are to:




---



##### 



27 1. Oversee that management has maintained the reliability and integrity of the
accounting policies and financial reporting and disclosure practices of the
Company.2. Oversee that management has established and maintained processes to assure
that an adequate system of internal control is functioning with the Company.3. Oversee that management has established and maintained processes to assure
compliance by the Company with all applicable laws, regulations and corporate
policy.The Audit Committee will fulfill these responsibilities primarily by carrying out the activities enumerated
in Section (d) of this Article.(b) COMPOSITIONOn or before March 1, 2001, the Audit Committee shall be comprised of three or more directors
as determined by the Board, each of whom shall be independent directors, and free from any relationship
that, in the opinion of the Board, would interfere with the exercise of his or her independent judgment as
a member of the Audit Committee. All members of the Audit Committee shall have a working familiarity with
basic finance and accounting practices, and at least one member of the Audit Committee shall have
accounting or related financial management expertise. Audit Committee members may enhance their familiarity
with finance and accounting by participating in educational programs conducted by the Company or an outside
consultant.The members of the Audit Committee shall be elected by the Board at the annual organizational meeting of
the Board or until their successors shall be duly elected and qualified. Unless a Chairperson is elected by
the full Board, the members of the Audit Committee may designate a Chairperson by majority vote of the full
Audit Committee membership.(c) MEETINGSThe Audit Committee shall meet at least four times annually, or more frequently as
circumstances dictate. As part of its job to foster open communication, the Audit Committee should meet at
least annually with management, the director of the internal auditing department and the independent
accountants separately to discuss any matters that the Audit Committee or each of these groups believe
should be discussed privately. In addition, the Audit Committee or at least its Chairperson should meet
with the independent accountants and management quarterly to review the Companys financials consistent
with Section (d)(3) below.(d) RESPONSIBILITIES AND DUTIESTo fulfill its responsibilities and duties the Audit Committee shall:Documents/Reports Review(1) Review and reassess, at least annually, the adequacy of this Article. Make recommendations to the
Directors, as conditions dictate, to update this Article.




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##### 



28 (2) Review with management and the independent accountants the Companys annual financial statements,
including a discussion with the independent accountants of the matters required to be discussed by
Statement of Auditing Standards No. 61 (SAS No. 61).Independent Accountants(3) Review the performance of the independent accountants and make recommendations to the Board regarding
the appointment or termination of the independent accountants. The Audit Committee and the Board of
Directors have the ultimate authority and responsibility to select, evaluate, and where appropriate,
replace the outside auditor. The independent accountants are ultimately accountable to the Audit Committee
and the entire Board of Directors for such accountants review of the financial statements and controls of
the Company. On an annual basis, the Audit Committee should review and discuss with the accountants all
significant relationships the accountants have with the Company to determine the accountants independence.(4) Oversee independence of the accountants by: Receiving from the accountants, on a periodic basis, a formal written statement delineating
all relationships between the accountants and the Company consistent with Independence Standards
Board Standard 1 (ISBS No. 1); Reviewing, and actively discussing with the Board, if necessary, and the accountants, on a
periodic basis, any disclosed relationships or services between the accountants and the Company or
any other disclosed relationships or services that may impact the objectivity and independence of the
accountants; and Recommending, if necessary, that the Board take certain action to satisfy itself of the
auditors independence.Financial Reporting Process(5) In consultation with the independent accountants and the internal auditors, review the integrity of the
Companys financial reporting processes, both internal and external.(6) Review any significant disagreement among management and the independent accountants or the internal
auditing department in connection with the preparation of the financial statements.
Legal Compliance/General(7) Report through its Chairperson to the Board of Directors following meetings of the Audit Committee.(8) Maintain minutes or other records of meetings and activities of the Audit Committee.106. The meetings and proceedings of any such committee consisting of two or more members
shall be governed by the provisions of these Articles regulating the meetings and proceedings of the
Directors, so far as the same are applicable and are not superseded by any regulations made by the
Directors under the last preceding Article.
    
    Proceedings at
committee
meetings.




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##### 



29 107. All acts done by any meeting of Directors or of a committee of Directors or by any person
acting as Director shall as regards all persons dealing in good faith with the Company, notwithstanding
that there was some defect in the appointment of any such Director or person acting as aforesaid or that
they or any of them were disqualified or had vacated office or were not entitled to vote be as valid as if
every such person had been duly appointed and was qualified and had continued to be a Director and had been
entitled to vote.
    
    Validity
of acts of
Directors
in spite
of some
formal
defect.GENERAL POWERS OF THE DIRECTORS108. The management of the business of the Company shall be vested in the Directors who (in
addition to the powers and authorities by these Articles or otherwise expressly conferred upon them) may
exercise all such powers and do all such acts and things as may be exercised or done by the Company and are
not hereby or by the Act expressly directed or required to be exercised or done by the Company in General
Meeting; provided that the Directors shall not carry into effect any proposals for disposing of the whole
or substantially the whole of the Companys undertaking or property unless those proposals have been
approved by the Company in General Meeting. The general powers given by this Article shall not be limited
or restricted by any special authority or power given to the Directors by any other Article.
    
    General
powers
of
Directors
to manage
Companys
business.
Amended by AGM held
on 29.6.2006109. The Directors may from time to time by power of attorney appoint any company, firm or
person or any fluctuating body of persons whether nominated directly or indirectly by the Directors to be
the attorney or attorneys of the Company for such purposes and with such powers, authorities and
discretions (not exceeding those vested in or exercisable by the Directors under these Articles) and for
such period and subject to such conditions as they may think fit, and any such power of attorney may
contain such provisions for the protection and convenience of persons dealing with such attorney as the
Directors may think fit and may also authorise any such attorney to subdelegate all or any of the powers,
authorities and discretions vested in him.
    
    Power to
appoint
attorneys.110. All cheques, promissory notes, drafts, bills of exchange, and other negotiable or
transferable instruments and all receipts for moneys paid to the Company shall be signed, drawn, accepted,
endorsed or otherwise executed, as the case may be, in such manner as the Directors shall from time to time
by Resolution determine.
    
    Signature
of cheques
and bills.BORROWING POWERS111. The Directors may borrow or raise money from time to time for the purpose of the Company
or secure the payment of such sums as they think fit and may secure the repayment or payment of such sums
by mortgage or charge upon all or any of the property or assets of the Company or by the issue of
debentures or otherwise as they may think fit.
    
    Directors
borrowing powers.
Amended by AGM held
on 29.6.2006SECRETARY112. The Secretary or Secretaries shall and a Deputy or Assistant Secretary or Secretaries may
be appointed by the Directors for such term, at such remuneration and upon such
    
    Secretary.




---



##### 



30 conditions as they may
think fit, and any Secretary, Deputy or Assistant Secretary so appointed may be removed by them, but
without prejudice to any claim he may have for damages for breach of any contract of service between him
and the Company. The appointment and duties of the Secretary or Secretaries shall not conflict with the
provisions of the Act and in particular Section 171 thereof.SEAL113. (a) The Directors shall provide for the safe custody of the Seal, which shall only be
used by the authority of the Directors or a committee of Directors authorised by the Directors in that
behalf, and every instrument to which the Seal shall be affixed shall (subject to the provisions of these
Articles as to certificates for shares) 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 Directors in place of the Secretary for
the purpose.
    
    Seal.(b) The Company may exercise the powers conferred by the Act with regard to having an
Official Seal for use abroad, and such powers shall be vested in the Directors.
    
    Official
Seal.(c) The Company may have a duplicate Common Seal as referred to in Section 124 of the Act
which shall be a facsimile of the Common Seal with the addition on its face of the words Share Seal.
    
    Share
Seal.AUTHENTICATION OF DOCUMENTS114. Any Director or the Secretary or any person appointed by the Directors for the purpose
shall have power to authenticate any documents affecting the constitution of the Company and any
resolutions passed by the Company or the Directors, and any books, records, documents and accounts relating
to the business of the Company, and to certify copies thereof or extracts therefrom as true copies or
extracts; and where any books, records, documents or accounts are elsewhere than at the Office, the local
manager and other officer of the Company having the custody thereof shall be deemed to be a person
appointed by the Directors as aforesaid.
    
    Power to
authenticate
documents.115. A document purporting to be a copy of a resolution of the Directors or an extract from
the minutes of a meeting of Directors which is certified as such in accordance with the provisions of the
last preceding Article shall be conclusive evidence in favour of all persons dealing with the Company upon
the faith thereof that such resolution has been duly passed or, as the case may be, that such extract is a
true and accurate record of a duly constituted meeting of the Directors. Any authentication or
certification made pursuant to this Article and Article 114 above may be made by any electronic means
approved by the Directors for such purpose from time to time incorporating, if the Directors deem
necessary, the use of security and/or identification procedures and devices approved by the Directors.
    
    Certified
copies of
resolution
of the
Directors.
Amended by AGM held
on 29.6.2006DIVIDENDS AND RESERVES116. The Company may by Ordinary Resolution declare dividends but (without prejudice to the
powers of the Company to pay interest on share capital as hereinbefore provided) no dividend shall be
payable except out of the profits of the Company, or in excess of the amount recommended by the Directors.
    
    Payment
of
dividends.117. Subject to any rights or restrictions attached to any shares or class of shares and
except as otherwise permitted under the Act:
    
    Apportionment of
dividends.




---



##### 



31 (a) all dividends in respect of shares must be paid in proportion to the number of
shares held by a member but where shares are partly paid all dividends must be
apportioned and paid proportionately to the amounts paid or credited as paid on
the partly paid shares; and
    
    Amended by AGM held
on 29.6.2006(b) all dividends must be apportioned and paid proportionately to the amounts so
paid or credited as paid during any portion or portions of the period in respect
of which the dividend is paid.For the purposes of this Article, an amount paid or credited as paid on a share in advance of a call is to
be ignored.118. If and so far as in the opinion of the Directors the profits of the Company justify such
payments, the Directors may pay the fixed preferential dividends on any class of shares carrying a fixed
preferential dividend expressed to be payable on a fixed date on the half-yearly or other dates (if any)
prescribed for the payment thereof by the terms of issue of the shares, and subject thereto may also from
time to time pay to the holders of any other class of shares interim dividends thereon of such amounts and
on such dates as they may think fit.
    
    Payment of
preference
and interim
dividends.119. (deleted by AGM held on 29.6.2006)120. No dividend or other moneys payable on or in respect of a share shall bear interest
against the Company.
    
    Dividends
not to bear
interest.121. The Directors may deduct from any dividend or other moneys payable to any Member on or in
respect of a share all sums of money (if any) presently payable by him to the Company on account of calls
or in connection therewith.
    
    Deduction
of debts
due to
Company.122. The Directors may retain any dividend or other moneys payable on or in respect of a share
on which the Company has a lien and may apply the same in or towards satisfaction of the debts,
liabilities or engagements in respect of which the lien exists.
    
    Retention
of dividends
on shares
subject
to lien.123. The Directors may retain the dividends payable on 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 which any person under those provisions is entitled to transfer until such person shall become a Member
in respect of such shares or shall duly transfer the same.
    
    Retention
of dividends
on shares
pending
trans-
mission.124. The payment by the Directors of any unclaimed dividends or other moneys payable on or in
respect of a share into a separate account shall not constitute the Company a trustee in respect thereof.
All dividends unclaimed after being declared may be invested or otherwise made use of by the Directors for
the benefit of the Company and any dividend unclaimed after a period of six years from the date of
declaration of such dividend may be forfeited and if so shall revert to the Company but the Directors may
at any time thereafter at their absolute discretion annul any such forfeiture and pay the dividend so
forfeited to the person entitled thereto prior to the forfeiture.
    
    Unclaimed
dividends.




---



##### 



32 125. The Company may, upon the recommendation of the Directors, by Ordinary Resolution direct
payment of a dividend in whole or in part by the distribution of specific assets and in particular of paid
up shares or debentures of any other company or in any one or more of such ways; and the Directors shall
give effect to such Resolution and where any difficulty arises in regard to such distribution, the
Directors may settle the same as they think expedient and in particular 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 Directors.
    
    Payment of
dividend
in specie.126. Any dividend or other moneys payable in cash on or in respect of a share may be paid by
cheque or warrant sent through the post to the registered address of the Member or person entitled thereto,
or, if several persons are registered as joint holders of the share or are entitled thereto in consequence
of the death or bankruptcy of the holder to any one of such persons or to such persons and such address as
such persons may by writing direct. Every such cheque or warrant shall be made payable to the order of the
person to whom it is sent or to such person as the holder or joint holders or person or persons entitled to
the share in consequence of the death or bankruptcy of the holder may direct and payment of the cheque if
purporting to be endorsed or the receipt of any such person shall be a good discharge to the Company.
Every such cheque or warrant shall be sent at the risk of the person entitled to the money represented
thereby.
    
    Dividends
payable
by cheque.127. A transfer of shares shall not pass the right to any dividend declared on such shares
before the registration of the transfer.
    
    Effect of
transfer.RESERVES128. The Directors may from time to time set aside out of the profits of the Company and carry
to reserve such sums as they think proper which, at the discretion of the Directors, shall be applicable
for meeting contingencies or for the gradual liquidation of any debt or liability of the Company or for
repairing or maintaining the works, plant and machinery of the Company or for special dividends or bonuses
or for equalising dividends or for any other purpose to which the profits of the Company may properly be
applied and pending such application may either be employed in the business of the Company or be invested.
The Directors may divide the reserve into such special funds as they think fit and may consolidate into one
fund any special funds or any parts of any special funds into which the reserve may have been divided. The
Directors may also without placing the same to reserve carry forward any profits which they may think it
not prudent to divide.
    
    Power to
carry
profit to
reserve.BONUS ISSUES AND CAPITALISATION OF PROFITS AND RESERVES129. (A) The Directors may, with the sanction of an Ordinary Resolution of the Company :(a) issue bonus shares for which no consideration is payable to the
Company to the persons registered as holders of shares in the Register
at the close of business on:
    
    Power to issue free
bonus shares and/or
to
capitalise reserves.(i) the date of the Ordinary
    
    Amended by AGM held on




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##### 



33 Resolution (or such other
date as may be specified therein or determined as
therein provided); or
    
    29.6.2006(ii) such other date as may be determined by the Directors,in the proportion to their then holdings of shares; and/or(b) capitalise any sum standing to the credit of any of the Companys
reserve accounts or other undistributable reserve) or any sum standing
to the credit of profit and loss account by appropriating such sum to
the persons registered as holders of shares in the Register of Members
at the close of business on:(i) the date of the Resolution (or such other date as
may be specified therein or determined as therein
provided); or(ii) such other date as may be determined by the
Directors,in proportion to their then holdings of shares and
applying such sum on their behalf in paying up in full
new shares (or, subject to any special rights previously
conferred on any shares or class of shares for the time
being issued, new shares of any other class not being
redeemable shares) for allotment and distribution
credited as fully paid up to and amongst them as bonus
shares in the proportion aforesaid.(B) The Directors may do all acts and things considered necessary or expedient to give effect
to any such bonus issue and/or capitalisation under Article 129(A), with full power to the Directors to
make such provisions as they think fit for any fractional entitlements which would arise on the basis
aforesaid (including provisions whereby fractional entitlements are disregarded or the benefit thereof
accrues to the Company rather than to the members concerned). The Directors may authorise any person to
enter on behalf of all the members interested into an agreement with the Company providing for any such
bonus issue and/or capitalisation and matters incidental thereto and any agreement made under such
authority shall be effective and binding on all concerned.
    
    Power of Directors
to give effect to
bonus issues and/or
capitalisations.130. In addition and without prejudice to the powers provided for by Article 129, the
Directors shall have power to issue shares for which no consideration is payable and/or to capitalise any
undivided profits or other moneys of the Company not required for the payment or provision of any dividend
on any shares entitled to cumulative or non-cumulative
    
    Power to issue free
shares and/or to
capitalise reserves
for




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34 preferential dividends (including profits or other
moneys carried and standing to any reserve or reserves) and to apply such profits or other moneys in paying
up in full new shares, in each case on terms that such shares shall, upon issue, be held by or for the
benefit of participants of any share incentive or option scheme or plan implemented by the Company and
approved by shareholders in General Meeting and on such terms as the Directors shall think fit.
    
    employee share-
based incentive
plans
Amended by AGM held
on 29.6.2006MINUTES AND BOOKS131. The Directors shall cause minutes to be made in books to be provided for the purpose:-
    
    Minutes.(a) of all appointments of officers made by the Directors;(b) of the names of the Directors present at each meeting of Directors and of any
committee of Directors; and(c) of all Resolutions and proceedings at all Meetings of the Company and of any
class of Members, of the Directors and of committees of Directors.132. The Directors shall duly comply with the provisions of the Act and in particular the
provisions in regard to registration of charges created by or affecting property of the Company, in regard
to keeping a Register of Directors, Managers, Secretaries and Auditors, the Register, a Register of
Mortgages and Charges and a Register of Directors Share and Debenture Holdings and in regard to the
production and furnishing of copies of such Registers and of any Register of Holders of Debentures of the
Company.
    
    Keeping
of
Registers,
etc.133. Any register, index, minute book, book of accounts or other book required by these
Articles or by the Act to be kept by or on behalf of the Company may be kept either by making entries in
bound books or by recording them in any other manner. In any case in which bound books are not used, the
Directors shall take adequate precautions for guarding against falsification and for facilitating
discovery.
    
    Form of
registers,
etc.ACCOUNTS134. The Directors shall cause to be kept such accounting and other records as are necessary
to comply with the provisions of the Act and shall cause those records to be kept in such manner as to
enable them to be conveniently and properly audited.
    
    Directors to keep
proper
accounts.135. Subject to the provisions of Section 199 of the Act, the books of accounts shall be kept
at the Office or at such other place or places as the Directors think fit within Singapore. No Member
(other than a Director) shall have any right of inspecting any account or book or document or other
recording of the Company except as is conferred by law or authorised by the Directors or by an Ordinary
Resolution of the Company.
    
    Location
and
inspection.136. In accordance with the provisions of the Act the Directors shall cause to be prepared and
to be laid before the Company in General Meeting such profit and loss accounts, balance sheets, group
accounts (if any) and reports as may be necessary.
    
    Presentation of
accounts.137. A copy of every balance sheet and profit and loss account which is to be laid before a
General Meeting of the
    
    Copies of
accounts.




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35 Company (including every document required by the Act to be annexed thereto)
together with a copy of every report of the Auditors relating thereto and of the Directors report shall
not less than fourteen days before the date of the Meeting be sent to every Member of, and every holder of
debentures (if any) of, the Company and to every other person who is entitled to receive notices from the
Company under the provisions of the Act or of these Articles Provided that this Article shall not require a
copy of these documents to be sent to any person of whose address the Company is not aware or to more than
one of the joint holders of a share in the Company or the several persons entitled thereto in consequence
of the death or bankruptcy of the holder or otherwise but any Member to whom a copy of these documents has
not been sent shall be entitled to receive a copy free of charge on application at the Office.AUDITORS138. Auditors shall be appointed and their duties regulated in accordance with the provisions
of the Act. Every Auditor of the Company shall have a right of access at all times to the accounting and
other records of the Company and shall make his report as required by the Act.
    
    Appointment of
Auditors.139. Subject to the provisions of the Act all acts done by any person acting as an Auditor
shall, as regards all persons dealing in good faith with the Company, be valid, notwithstanding that there
was some defect in his appointment or that he was at the time of his appointment not qualified for
appointment.
    
    Validity of
acts of
Auditors
in spite of
some formal
defect.140. The Auditors shall be entitled to attend any General Meeting and to receive all notices
of and other communications relating to any General Meeting to which any Member is entitled and to be heard
at any General Meeting on any part of the business of the Meeting which concerns them as Auditors.
    
    Auditors
right to
receive
notices of
and attend
at General
Meetings.NOTICES141. (a) Any notice may be given by the Company to any Member in any of the following ways:-
    
    Service of notice.(i) by delivering the notice personally to him; or(ii) by sending it by prepaid mail to him at his registered address in Singapore or where
such address is outside Singapore by prepaid air-mail; or(iii) by sending a cable or telex or telefax or by electronic mail containing the text
of the notice to him at his registered address in Singapore or where such address is
outside Singapore to such address or to any other address as might have been
previously notified by the Member concerned to the Company.(b) Any notice or other communication served under any of the provisions of these Articles on
or by the Company or any officer of the Company may be tested or verified by telex or telefax or electronic
mail or telephone or such other manner as may be convenient in the circumstances but the Company and its
officers are under no obligation so to test or verify any such notice or communication.141A. Without prejudice to the provisions of Article 141, any notice or document (including,
without limitations, any accounts, balance-sheet or report) which is required or
    
    Electronic
communications.




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##### 



36 permitted to be given,
sent or served under the Act or under these Articles by the Company, or by the Directors, to a member or an
officer or Auditor of the Company may be given, sent or served using electronic communications to the
current address of that person in accordance with the provisions of, or as otherwise provided by, the Act
and/or any other applicable regulations or procedures. Such notice or document shall be deemed to have been
duly given, sent or served upon transmission of the electronic communication to the current address of such
person or as otherwise provided under the Act and/or any other applicable regulations or procedures.
    
    Amended by
AGM held on
29.6.2006142. All notices and documents (including a share certificate) with respect to any shares to
which persons are jointly entitled shall be given to whichever of such persons is named first on the
Register and notice so given shall be sufficient notice to all the holders of such shares.
    
    Service of
notices in
respect of
joint
holders.143. Any Member with a registered address shall be entitled to have served upon him at such
address any notice to which he is entitled under these Articles.
    
    Members
shall be
served at
registered
address.144. A person entitled to a share in consequence of the death or bankruptcy of a Member or
otherwise upon supplying to the Company such evidence as the Directors may reasonably require to show his
title to the share, and upon supplying also an address for the service of notice, shall be entitled to have
served upon him at such address any notice or document to which the Member but for his death or bankruptcy
or otherwise would be entitled and such service shall for all purposes be deemed a sufficient service of
such notice or document on all persons interested (whether jointly with or as claiming through or under
him) in the share. Save as aforesaid any notice or document delivered or sent by post to or left at the
registered address of any Member or given, sent or served to any member using electronic communications in
pursuance of these Articles shall (notwithstanding that such Member be then dead or bankrupt or otherwise
not entitled to such share and whether or not the Company shall have notice of the same) be deemed to have
been duly served in respect of any share registered in the name of such Member as sole or joint holder.
    
    Service
of notices
after
death
etc. of
a Member.
Amended by AGM held
on 29.6.2006145. (a) Any notice given in conformity with Article 141 shall be deemed to have been given at
any of the following times as may be appropriate:-
    
    When
service
effected.(i) when it is delivered personally to the Member, at the time when it is so
delivered;(ii) when it is sent by prepaid mail to an address in Singapore or by prepaid airmail to an
address outside Singapore, on the day following that on which the notice was put into the
post; and(iii) when the notice is sent by cable or telex or telefax or electronic mail, the day it is
so sent.(b) In proving such service or sending, it shall be sufficient to prove that the letter
containing the notice or document was properly addressed and put into the post office as a prepaid letter
or airmail letter as the case may be or that a telex or telefax or electronic mail was properly addressed
and transmitted or that a cable was properly addressed and handed to the relevant authority for despatch.




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##### 



37 146. Any notice on behalf of the Company or of the Directors shall be deemed effectual if it
purports to bear the signature of the Secretary or other duly authorised officer of the Company, whether
such signature is printed or written.
    
    Signature
on notice.147. When a given number of days notice or notice extending over any other period is required
to be given the day of service shall, unless it is otherwise provided or required by these Articles or by
the Act, be not counted in such number of days or period.
    
    Day of
service
not
counted.148. (a) Notice of every General Meeting shall be given in manner hereinbefore authorised to:-
    
    Notice of General Meeting.(i) every Member;(ii) every person entitled to a share in consequence of the death or bankruptcy or otherwise
of a Member who but for the same would be entitled to receive notice of the Meeting; and(iii) the Auditor for the time being of the Company.(b) No other person shall be entitled to receive notices of General Meetings.149. The provisions of Articles 141, 145, 146 and 147 shall apply mutatis mutandis to notices
of meetings of Directors or any committee of Directors.
    
    Notice of meetings
of Directors
or any
committee
of Directors.WINDING UP150. If the Company is wound up (whether the liquidation is voluntary, under supervision, or
by the Court) the Liquidator may, with the authority of a Special Resolution, divide among the Members in
specie or kind the whole or any part of the assets of the Company and whether or not 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 one or more class or classes of property to be divided as
aforesaid and may determine how such division shall be carried out as between the Members or different
classes of Members. The Liquidator may, with the like authority, vest the whole or any part of the assets
in trustees upon such trusts for the benefit of Members as the Liquidator with the like authority thinks
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 shares or other securities in respect of which there is a liability.
    
    Distribution
of assets in
specie.INDEMNITY151. Subject to the provisions of the Act, every Director, Auditor, Secretary or other officer
of the Company shall be entitled to be indemnified by the Company against all costs, charges, losses,
expenses and liabilities incurred by him in the execution and discharge of his duties or in relation
thereto and in particular and without prejudice to the generality of the foregoing no Director, Manager,
Secretary or other officer of the Company shall be liable for the acts, receipts, neglects or defaults of
any other Director or officer or for joining in any receipt or other act for conformity or for
    
    Indemnity
of
Directors
and
officers.




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##### 



38 any loss or
expense happening to the Company through the insufficiency or deficiency of title to any property acquired
by order of the Directors for or on behalf of the Company or for the insufficiency or deficiency of any
security in or upon which any of the moneys of the Company shall be invested or for any loss or damage
arising from the bankruptcy insolvency or tortious act of any person with whom any moneys, securities or
effects shall be deposited or left or for any other loss, damage or misfortune whatever which shall happen
in the execution of the duties of his office or in relation thereto unless the same shall happen through
his own negligence, wilful default, breach of duty or breach of trust.SECRECY152. No Member shall be entitled to require discovery of or any information respecting any
detail of the Companys trade or any matter which may be in the nature of a trade secret, mystery of trade
or secret process which may relate to the conduct of the business of the Company and which in the opinion
of the Directors it will be inexpedient in the interest of the Members of the Company to communicate to the
public save as may be authorised by law.
    
    Secrecy.STOCK MARKET RULES153. Upon listing of its shares on any stock market, the Company shall, to the extent
permitted under Singapore law, comply with all rules of such stock market(s) as regarding corporate
governance.
    
    Stock Market Rules.
Amended by EGM held
on 15.11.1999




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39 
  
 
 
  
 
  
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 Singapore 068877