Unassociated Document


    
       

      Exhibit 4.1

       

       

      TERRITORY
OF THE BRITISH VIRGIN ISLANDS

       

      THE BVI
BUSINESS COMPANIES ACT, 2004

       

       

      AMENDED
AND RESTATED

       

      MEMORANDUM
OF ASSOCIATION

       

      OF

       

      ReneSola
Ltd

       

      A COMPANY
LIMITED BY SHARES

       

       

      
        	
                1

              	
                DEFINITIONS
      AND INTERPRETATION

              


      

       

      
        	
                1.1

              	
                In
      this Memorandum of Association and the attached Articles of Association,
      if not inconsistent with the subject or
context:

              


      

       

      “Act” means the BVI Business
Companies Act, 2004 (No. 16 of 2004) and includes the regulations made under the
Act;

       

      “Articles” means the attached
Articles of Association of the Company;

       

      “Board” means the board of
Directors of the Company or the Directors present at a duly convened meeting of
the Directors at which a quorum is present;

       

      “business day” means a weekday
on which banks are generally open for business in the City of
London;

       

      “BVI Companies Act” means the
BVI Business Companies Act 2004 (as amended);

       

      “clear days” in relation to the
period of a notice means that period excluding the day when the notice is given
or deemed to be given and the day for which it is given or on which it is to
take effect;

       

      “Directors” mean those persons
holding office as directors of the Company from time to time;

       

      “Distribution” in relation to a
distribution by the Company to a Shareholder means the direct or indirect
transfer of an asset, other than Shares, to or for the benefit of the
Shareholder, or the incurring of a debt to or for the benefit of a Shareholder,
in relation to Shares held by a Shareholder, and whether by means of the
purchase of an asset, the purchase, redemption or other acquisition of Shares, a
transfer of indebtedness or otherwise, and includes a dividend;

       

      “electronic” means actuated by
electric, magnetic, electro-magnetic, electro-chemical or electro-mechanical
energy and “by electronic means” means by any manner capable of being so
actuated and shall include e-mail and/or other data transmission
service;

       

      “executed” includes any mode of
execution;

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      “executive director” means an
Executive Chairman, Chief Executive Director, Joint Chief Executive Director,
Managing Director, Joint Managing Director, Assistant Managing Director or Chief
Operations Officer of the Company or a Director who is the holder of any other
employment or executive office with the Company;

       

      “held” means, in relation to
Shares, the Shares entered in the register of members as being held by a member
and term “holds” and “holder” shall be construed
accordingly;

       

      “month” means a calendar
month;

       

      “Non Executive Director” means
any Director other than an Executive Director;

       

      “paid up” means paid up or
credited as paid up and includes any sum paid by way of premium;

       

      “recognised” clearing house
shall have the meaning ascribed by Section 285 of the Financial Services and
Markets Act 2000;

       

      “Person” means individuals,
corporations, trusts, the estates of deceased individuals, partnerships and
unincorporated associations of persons;

       

      “present in person” means, in
the case of an individual, that individual or his lawfully appointed attorney
being present in person and, in the case of a corporation, being present by duly
authorised representative or lawfully appointed attorney and, in relation to
meetings, “in person”
shall be construed accordingly;

       

      “recognized clearing house”
shall have the meaning ascribed by section 285 of the Financial Services and
Markets Act 2000;

       

      “recognised investment
exchange” shall have the meaning
ascribed by section 285 of the Financial Services and Markets Act
2000;

       

      “recognised person” means a
recognised clearing house or a nominee of a recognised clearing house or of a
recognised investment exchange;

       

      “Regulations” means the Uncertificated
Securities Regulations 2001 (SI 2001/3755);

       

      “relevant system” means a
relevant system as referred to in the Regulations to include Crest;

       

      “Memorandum” means this
Memorandum of Association of the Company;

       

      “Registrar” means the Registrar
of Corporate Affairs appointed under section 229 of the Act;

       

      “Resolution of Directors” means
either:

       

      
        	
                 
      

              	
                (a)

              	
                a
      resolution approved at a duly convened and constituted meeting of
      directors of the Company or of a committee of directors of the Company by
      the affirmative vote of a majority of the directors present at the meeting
      who voted except that where a director is given more than one vote, he
      shall be counted by the number of votes he casts for the purpose of
      establishing a majority; or

              


      

       

      
        	
                 
      

              	
                (b)

              	
                a
      resolution consented to in writing by all directors or by all members of a
      committee of directors of the Company, as the case may
  be;

              


      

       

      
        
          
          

        

        
          - 2
-

          
            

          

        

        
          
          

        

      

       

      “Resolution of Shareholders”
means either:

       

      
        	
                 
      

              	
                (a)

              	
                a
      resolution approved at a duly convened and constituted meeting of the
      Shareholders of the Company by the affirmative vote of a majority of in
      excess of 50% of the votes of the Shares entitled to vote thereon which
      were present at the meeting and were voted;
or

              


      

       

      
        	
                 
      

              	
                (b)

              	
                a
      resolution consented to in writing by a majority of in excess of 50% of
      the votes of Shares entitled to vote
thereon;

              


      

       

      “Seal” means any seal which has
been duly adopted as the common seal of the Company;

       

      “Securities” means Shares and
debt obligations of every kind of the Company, and including without limitation
options, warrants and rights to acquire Shares or debt obligations;

       

      “Share” means a share issued or
to be issued by the Company;

       

      “Shareholder” means a Person
whose name is entered in the register of members of the Company as the holder of
one or more Shares or fractional Shares;

       

      “Stock Exchanges” means London
Stock Exchange Plc and the New York Stock Exchange or any successor bodies
carrying on their functions;

       

      “Treasury Share” means a Share
that was previously issued but was repurchased, redeemed or otherwise acquired
by the Company and not cancelled;

       

      “UK CA 2006” means the United
Kingdom Companies Act 2006 including any modification, extension, re-enactment
or renewal thereof and any regulations made thereunder;

       

      “UK Companies Act” means the
United Kingdom Companies Act 1985 including any modification, extension,
re-enactment or renewal thereof and any regulations made
thereunder;

       

      “United Kingdom” means Great
Britain and Northern Ireland.

       

      “written” or any term of like
import includes information generated, sent, received or stored by electronic,
electrical, digital, magnetic, optical, electromagnetic, biometric or photonic
means, including electronic data interchange, electronic mail, telegram, telex
or telecopy, and “in
writing” shall be construed accordingly.

       

      
        	
                1.2

              	
                In
      the Memorandum and the Articles, unless the context otherwise requires a
      reference to:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                a
      “Regulation” is a
      reference to a regulation of the
Articles;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                a
      “Clause” is a
      reference to a clause of the
Memorandum;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                voting
      by Shareholders is a reference to the casting of the votes attached to the
      Shares held by the Shareholder
voting;

              


      

       

      
        	
                 
      

              	
                (d)

              	
                the
      Act, the Memorandum or the Articles is a reference to the Act or those
      documents as amended or, in the case of the Act any re-enactment thereof;
      and

              


      

       

      
        	
                 
      

              	
                (e)

              	
                the
      singular includes the plural and vice
versa.

              


      

       

      
        	
                1.3

              	
                Any
      words or expressions defined in the Act unless the context otherwise
      requires bear the same meaning in the Memorandum and the Articles unless
      otherwise defined herein.

              


      

       

      
        	
                1.4

              	
                Headings
      are inserted for convenience only and shall be disregarded in interpreting
      the Memorandum and the Articles.

              


      

       

      
        
          
          

        

        
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                2

              	
                NAME

              


      

       

      The name
of the Company is ReneSola Ltd.

       

      
        	
                3

              	
                STATUS

              


      

       

      The
Company is a company limited by shares.

       

      
        	
                4

              	
                REGISTERED
      OFFICE AND REGISTERED AGENT

              


      

       

      
        	
                4.1

              	
                The
      first registered office of the Company is at Craigmuir Chambers, Road
      Town, Tortola, British Virgin Islands, the office of the first registered
      agent.

              


      

       

      
        	
                4.2

              	
                The
      first registered agent of the Company is Harneys Corporate Services
      Limited of Craigmuir Chambers, P.O. Box 71, Road Town, Tortola, British
      Virgin Islands.

              


      

       

      
        	
                4.3

              	
                The
      Company may by Resolution of Shareholders or by Resolution of Directors
      change the location of its registered office or change its registered
      agent.

              


      

       

      
        	
                4.4

              	
                Any
      change of registered office or registered agent will take effect on the
      registration by the Registrar of a notice of the change filed by the
      existing registered agent or a legal practitioner in the British Virgin
      Islands acting on behalf of the
Company.

              


      

       

      
        	
                5

              	
                CAPACITY
      AND POWERS

              


      

       

      
        	
                5.1

              	
                Subject
      to the Act and any other British Virgin Islands legislation, the Company
      has, irrespective of corporate
benefit:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                full
      capacity to carry on or undertake any business or activity, do any act or
      enter into any transaction; and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                for
      the purposes of paragraph (a), full rights, powers and
      privileges.

              


      

       

      
        	
                5.2

              	
                For
      the purposes of section 9(4) of the Act, there are no limitations on the
      business that the Company may carry
on.

              


      

       

      
        	
                6

              	
                NUMBER
      AND CLASSES OF SHARES

              


      

       

      
        	
                6.1

              	
                The
      Company is authorised to issue a maximum of 250,000,000 no par value
      Shares of a single class.

              


      

       

      
        	
                6.2

              	
                The
      Company may issue fractional Shares and a fractional Share shall have the
      corresponding fractional rights, obligations and liabilities of a whole
      Share of the same class or series of
Shares.

              


      

       

      
        	
                6.3

              	
                Shares
      may be issued in one or more series of Shares as the directors may by
      Resolution of Directors determine from time to
  time.

              


      

       

      
        	
                7

              	
                RIGHTS
      OF SHARES

              


      

       

      
        	
                7.1

              	
                Each
      Share in the Company confers upon the
  Shareholder:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                the
      right to one vote at a meeting of the Shareholders or on any Resolution of
      Shareholders;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                the
      right to an equal share in any dividend paid by the Company;
      and

              


      

       

      
        	
                 
      

              	
                (c)

              	
                the
      right to an equal share in the distribution of the surplus assets of the
      Company on its liquidation.

              


      

       

      
        
          
          

        

        
          - 4
-

          
            

          

        

        
          
          

        

      

       

      
        	
                7.2

              	
                The
      Company may by Resolution of Directors redeem, purchase or otherwise
      acquire all or any of the Shares in the Company subject to Regulation 3 of
      the Articles.

              


      

       

      
        	
                8

              	
                VARIATION
      OF RIGHTS

              


      

       

      If at any
time the Shares are divided into different classes, the rights attached to any
class may only be varied, whether or not the Company is in liquidation, with the
consent in writing of or by a resolution passed at a meeting by the holders of
not less than 50% of the issued Shares in that class.

       

      
        	
                9

              	
                RIGHTS
      NOT VARIED BY THE ISSUE OF SHARES PARI
PASSU

              


      

       

      The
rights conferred upon the holders of the Shares of any class shall not, unless
otherwise expressly provided by the terms of issue of the Shares of that class,
be deemed to be varied by the creation or issue of further Shares ranking pari passu
therewith.

       

      
        	
                10

              	
                REGISTERED
      SHARES

              


      

       

      
        	
                10.1

              	
                The
      Company shall issue registered Shares
only.

              


      

       

      
        	
                10.2

              	
                The
      Company is not authorised to issue bearer Shares, convert registered
      Shares to bearer Shares or exchange registered Shares for bearer
      Shares.

              


      

       

      
        	
                11

              	
                TRANSFER
      OF SHARES

              


      

       

      
        	
                11.1

              	
                Subject
      to the provisions of Sub-Regulations 6.2 and 6.3 of the Articles, the
      Company shall, on receipt of an instrument of transfer complying with
      Sub-Regulation 6.1 of the Articles, enter the name of the transferee
      of a Share in the register of members unless the directors resolve to
      refuse or delay the registration of the transfer for reasons that shall be
      specified in a Resolution of
Directors.

              


      

       

       

      
        	
                11.2

              	
                The
      directors may not resolve to refuse or delay the transfer of a Share
      unless the Shareholder has failed to pay an amount due in respect of the
      Share.

              


      

       

       

      
        	
                12

              	
                AMENDMENT
      OF THE MEMORANDUM AND THE ARTICLES

              


      

       

       

      
        	
                12.1

              	
                Subject
      to Clause 8, the Company may amend the Memorandum or the Articles by
      Resolution of Shareholders

              


      

       

       

      
        	
                12.2

              	
                Any
      amendment of the Memorandum or the Articles will take effect on the
      registration by the Registrar of a notice of amendment, or restated
      Memorandum and Articles, filed by the registered
  agent.

              


      

       

      Signed
for HARNEYS CORPORATE SERVICES LIMITED of Craigmuir Chambers, Road Town,
Tortola, British Virgin Islands for the purpose of incorporating a BVI Business
Company under the laws of the British Virgin Islands on 17 March
2006:

       

      Incorporator

       

       

      Sgd:
Andrew Swapp

      
        
          

        

      

      Andrew
Swapp

      Authorised
Signatory

      HARNEYS
CORPORATE SERVICES LIMITED

      


      
        
          
          

        

        
          - 5
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          - 6
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      TERRITORY
OF THE BRITISH VIRGIN ISLANDS

       

      THE BVI
BUSINESS COMPANIES ACT, 2004

       

       

      AMENDED
AND RESTATED

       

      ARTICLES
OF ASSOCIATION

       

      OF

       

      ReneSola
Ltd

       

       

      A COMPANY
LIMITED BY SHARES

       

       

      
        	
                1.

              	
                REGISTERED
      SHARES

              


      

       

      
        	
                1.1

              	
                Every
      Shareholder is entitled to a certificate signed by a director or officer
      of the Company, or any other person authorised by Resolution of Directors,
      or under the Seal specifying the number of Shares held by him and the
      signature of the director, officer or authorised person and the Seal may
      be facsimiles.

              


      

       

      
        	
                1.2

              	
                Any
      Shareholder receiving a certificate shall indemnify and hold the Company
      and its directors and officers harmless from any loss or liability which
      it or they may incur by reason of any wrongful or fraudulent use or
      representation made by any person by virtue of the possession
      thereof.  If a certificate for Shares is worn out or lost it may
      be renewed on production of the worn out certificate or on satisfactory
      proof of its loss together with such indemnity as may be required by
      Resolution of Directors.

              


      

       

      
        	
                1.3

              	
                If
      several Persons are registered as joint holders of any Shares, any one of
      such Persons may give an effectual receipt for any
      Distribution.

              


      

       

      
        	
                2. 

              	
                SHARES

              


      

       

      
        	
                2.1

              	
                Shares
      and other Securities may be issued at such times, to such Persons, for
      such consideration and on such terms as the directors may by Resolution of
      Directors determine.

              


      

       

      
        	
                2.2

              	
                Section
      46 of the Act (Pre-emptive rights)
      does not apply to the Company.

              


      

       

      
        	
                2.3

              	
                A
      Share may be issued for consideration in any form, including money, a
      promissory note, or other written obligation to contribute money or
      property, real property, personal property (including goodwill and
      know-how), services rendered or a contract for future
      services.

              


      

       

      
        	
                2.4

              	
                No
      Shares may be issued for a consideration other than money, unless a
      Resolution of Directors has been passed
stating:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                the
      amount to be credited for the issue of the
  Shares;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                the
      determination of the directors of the reasonable present cash value of the
      non-money consideration for the issue;
and

              


      

       

      
        	
                 
      

              	
                (c)

              	
                that,
      in the opinion of the directors, the present cash value of the non-money
      consideration for the issue is not less than the amount to be credited for
      the issue of the Shares.

              


      

       

      
        
          
          

        

        
          - 7
-

          
            

          

        

        
          
          

        

      

       

      
        	
                2.5

              	
                The
      Company shall keep a register (the “register of members”)
      containing:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                the
      names and addresses of the Persons who hold
  Shares;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                the
      number of each class and series of Shares held by each
      Shareholder;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                the
      date on which the name of each Shareholder was entered in the register of
      members; and

              


      

       

      
        	
                 
      

              	
                (d)

              	
                the
      date on which any  Person ceased to be a
      Shareholder.

              


      

       

      
        	
                2.6

              	
                The
      register of members may be in any such form as the directors may approve,
      but if it is in magnetic, electronic or other data storage form, the
      Company must be able to produce legible evidence of its
      contents.  Until the directors otherwise determine, the
      magnetic, electronic or other data storage form shall be the original
      register of members.

              


      

       

      
        	
                2.7

              	
                A
      Share is deemed to be issued when the name of the Shareholder is entered
      in the register of members.

              


      

       

      
        	
                2.8

              	
                Nothing
      in these Articles shall require title to any shares or other securities of
      the Company to be evidenced by a certificate if the BVI Companies Act and
      the rules of the Stock Exchanges permit
  otherwise.

              


      

       

      
        	
                2.9

              	
                Subject
      to the BVI Companies Act and the rules of the Stock Exchanges, the Board
      without further consultation with the holders of any Shares or securities
      of the Company may resolve that any class or series of Shares or other
      securities of the Company from time to time in issue or to be issued
      (including shares in issue at the date of the adoption of these Articles)
      may be issued, held, registered, converted to, transferred or otherwise
      dealt with in uncertificated form in accordance with the Regulations and
      practices instituted by the operator of the relevant system and no
      provision of these Articles will apply to any uncertificated share or
      other securities of the Company to the extent that they are inconsistent
      with the holding of such shares or other securities in uncertificated form
      or the transfer of  title to any such shares or other securities
      by means of a relevant system or any provision of the
      Regulations.

              


      

       

      
        	
                2.10

              	
                Conversion
      of shares held in certificated form into shares held in uncertificated
      form, and vice versa, may be made in such manner as the Board may, in its
      absolute discretion, thinks fit (subject always to the Regulations and the
      requirements of the relevant system concerned).  The Company
      shall enter on the register of members how many Shares are held by each
      Shareholder in uncertificated form and in certificated form and shall
      maintain the register of members in each case as is required by the
      Regulations and the relevant system concerned.  Notwithstanding
      any provision of these Articles, a class or series of Shares shall not be
      treated as two classes by virtue only of that class or series comprising
      both certificated Shares and uncertificated Shares or as a result of any
      provision of these Articles or the Regulations which apply only in respect
      of certificated or uncertificated
Shares.

              


      

       

      
        	
                2.11

              	
                If
      a share certificate for certificated Shares is defaced, worn out, lost or
      destroyed it may be replaced without fee but on such terms (if any) as to
      evidence and indemnity and to payment of any exceptional out-of-pocket
      expenses of the Company in investigating such evidence and preparing such
      indemnity as the Board may think fit and, in case of defacement or wearing
      out, on delivery up of the old certificate to the
  Company.

              


      

       

      
        	
                2.12

              	
                All
      forms of certificate for share or loan capital or other securities of the
      Company (other than letters of allotment, scrip certificates and other
      like documents) shall be issued under the Seal or in such other manner as
      the Board may authorise.  The Board may by Resolution of
      Directors determine, either generally or in any particular case or cases,
      that any signatures on any such certificate need not be autographic but
      may be affixed to such certificate by some mechanical or electronic means
      or may be printed thereon or that such certificate need not be signed by
      any person.

              


      

       

      
        
          
          

        

        
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                2.13

              	
                Any
      Shareholder receiving a share certificate for certificated Shares shall
      indemnify and hold the Company and its Directors and officers harmless
      from any loss or liability which it or they may incur by reason of any
      wrongful or fraudulent use or representation made by any person by virtue
      of the possession thereof.

              


      

       

      
        	
                2.14

              	
                If
      several persons are registered as joint holders of any Shares, any one of
      such persons may give an effectual receipt for any dividend payable in
      respect of such Shares.

              


      

       

      
        	
                3.

              	
                REDEMPTION
      OF SHARES AND TREASURY SHARES

              


      

       

      
        	
                3.1

              	
                The
      Company may purchase, redeem or otherwise acquire and hold its own Shares
      save that the Company may not, except pursuant to Sub-Regulation 3.7,
      purchase, redeem or otherwise acquire its own Shares without the consent
      of Shareholders whose Shares are to be purchased, redeemed or otherwise
      acquired unless the Company is permitted by the Act or any other provision
      in the Memorandum or Articles to purchase, redeem or otherwise acquire the
      Shares without their consent.

              


      

       

      
        	
                3.2

              	
                The
      Company may only offer to purchase, redeem or otherwise acquire Shares if
      the Resolution of Directors authorising the purchase, redemption or other
      acquisition contains a statement that the directors are satisfied, on
      reasonable grounds, that immediately after the acquisition the value of
      the Company’s assets will exceed its liabilities and the Company will be
      able to pay its debts as they fall
due.

              


      

       

      
        	
                3.3

              	
                Sections
      60 (Process for
      acquisition of own shares), 61 (Offer to one or more
      shareholders) and 62 (Shares redeemed otherwise than
      at the option of company) of the Act shall not apply to the
      Company.

              


      

       

      
        	
                3.4

              	
                Shares
      that the Company purchases, redeems or otherwise acquires pursuant to this
      Regulation may be cancelled or held as Treasury Shares except to the
      extent that such Shares are in excess of 50% of the issued Shares in which
      case they shall be cancelled but they shall be available for
      reissue.

              


      

       

      
        	
                3.5

              	
                All
      rights and obligations attaching to a Treasury Share are suspended and
      shall not be exercised by the Company while it holds the Share as a
      Treasury Share.

              


      

       

      
        	
                3.6

              	
                Treasury
      Shares may be transferred by the Company on such terms and conditions (not
      otherwise inconsistent with the Memorandum and the Articles) as the
      Company may by Resolution of Directors
  determine.

              


      

       

      
        	
                3.7

              	
                Where:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                the
      Company undertakes any division of the issued Shares pursuant to section
      40A of the Act, and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                pursuant
      such division a Shareholder holds a total number of Shares which includes
      a fractional Share,

              


      

       

      the
Company may compulsorily redeem such fractional Share so that (subsequent to
such redemption) the Shareholder holds a whole number of
Shares.  Where the Company compulsorily redeems a fractional Share
under this Regulation, the price at which such fractional Share is redeemed
shall be calculated on the basis of US$1.50 per Share (rounded up to the nearest
1¢).

       

      
        	
                4. 

              	
                MORTGAGES
      AND CHARGES OF SHARES

              


      

       

      
        	
                4.1

              	
                Shareholders
      may mortgage or charge their
Shares.

              


      

       

      
        	
                4.2

              	
                There
      shall be entered in the register of members at the written request of the
      Shareholder:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                a
      statement that the Shares held by him are mortgaged or
      charged;

              


      

       

      
        
          
          

        

        
          - 9
-

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                (b)

              	
                the
      name of the mortgagee or chargee;
and

              


      

       

      
        	
                 
      

              	
                (c)

              	
                the
      date on which the particulars specified in subparagraphs (a) and (b) are
      entered in the register of members.

              


      

       

      
        	
                4.3

              	
                Where
      particulars of a mortgage or charge are entered in the register of
      members, such particulars may be
cancelled:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                with
      the written consent of the named mortgagee or chargee or anyone authorised
      to act on his behalf; or

              


      

       

      
        	
                 
      

              	
                (b)

              	
                upon
      evidence satisfactory to the directors of the discharge of the liability
      secured by the mortgage or charge and the issue of such indemnities as the
      directors shall consider necessary or
desirable.

              


      

       

      
        	
                4.4

              	
                Whilst
      particulars of a mortgage or charge over Shares are entered in the
      register of members pursuant to this
Regulation:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                no
      transfer of any Share the subject of those particulars shall be
      effected;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                the
      Company may not purchase, redeem or otherwise acquire any such Share;
      and

              


      

       

      
        	
                 
      

              	
                (c)

              	
                no
      replacement certificate shall be issued in respect of such
      Shares,

              


      

       

      without
the written consent of the named mortgagee or chargee.

       

      
        	
                5. 

              	
                FORFEITURE

              


      

       

      
        	
                5.1

              	
                Shares
      that are not fully paid on issue are subject to the forfeiture provisions
      set forth in this Regulation and for this purpose Shares issued for a
      promissory note, other written obligation to contribute money or property
      or a contract for future services are deemed to be not fully
      paid.

              


      

       

      
        	
                5.2

              	
                A
      written notice of call specifying the date for payment to be made shall be
      served on the Shareholder who defaults in making payment in respect of the
      Shares.

              


      

       

      
        	
                5.3

              	
                The
      written notice of call referred to in Sub-Regulation 5.2 shall name a
      further date not earlier than the expiration of 14 days from the date of
      service of the notice on or before which the payment required by the
      notice is to be made and shall contain a statement that in the event of
      non-payment at or before the time named in the notice the Shares, or any
      of them, in respect of which payment is not made will be liable to be
      forfeited.

              


      

       

      
        	
                5.4

              	
                Where
      a written notice of call has been issued pursuant to Sub-Regulation 5.3
      and the requirements of the notice have not been complied with, the
      directors may, at any time before tender of payment, forfeit and cancel
      the Shares to which the notice
relates.

              


      

       

      
        	
                5.5

              	
                The
      Company is under no obligation to refund any moneys to the Shareholder
      whose Shares have been cancelled pursuant to Sub-Regulation 5.4 and
      that Shareholder shall be discharged from any further obligation to the
      Company.

              


      

       

      
        	
                6. 

              	
                TRANSFER
      AND TRANSMISSION OF SHARES

              


      

       

      
        	
                6.1

              	
                Subject
      to any limitations in the Memorandum, certificated Shares in the Company
      may be transferred by a written instrument of transfer signed by the
      transferor and containing the name and address of the transferee, but in
      the absence of such written instrument of transfer the Directors may
      accept such evidence of a transfer of Shares as they consider
      appropriate.

              


      

       

      
        
          
          

        

        
          - 10
-

          
            

          

        

        
          
          

        

      

       

      
        	
                6.2

              	
                In
      the case of uncertificated Shares, and subject to the BVI Companies Act, a
      Shareholder shall be entitled to transfer his Shares and other securities
      by means of a relevant system and the operator of the relevant system
      shall act as agent of the Shareholders for the purposes of the transfer of
      Shares or other securities.

              


      

       

      
        	
                6.3

              	
                Any
      provision in these Articles in relation to the Shares shall not apply to
      any uncertified Shares to the extent that they are inconsistent with the
      holding of any Shares in uncertificated form, the transfer of title to any
      Shares by means of a relevant system and any provision of the
      Regulations.

              


      

       

      
        	
                6.4

              	
                The
      transferor of any Shares shall remain the holder of those Shares until the
      name of the transferee is entered in the register as the holder of those
      Shares.

              


      

       

      
        	
                6.5

              	
                The
      Register may be closed at such times and for such periods as the Board may
      from time to time determine, not exceeding in whole thirty days in each
      year, upon notice being given by advertisement in a leading daily
      newspaper and in such other newspaper (if any) as may be required by the
      BVI Companies Act and the practice of the Stock
  Exchanges.

              


      

       

      
        	
                6.6

              	
                The
      Board may decline to register a transfer of any Share to a person known to
      be a minor, bankrupt or person who is mentally disordered or a patient for
      the purpose of any statute relating to mental
  health.

              


      

       

      
        	
                6.7 

              	
                The
      Board may also decline to register any transfer
  unless:-.

              


      

       

      
        	
                 
      

              	
                (a)

              	
                any
      written instrument of transfer, duly stamped (if so required), is lodged
      with the Company at the registered office or such other place as the Board
      may appoint accompanied by the certificate for the Shares to which it
      relates (except in the case of a transfer by a recognised person or a
      holder of such Shares in respect of whom the Company is not required by
      law to deliver a certificate and to whom a certificate has not been issued
      in respect of such Shares);

              


      

       

      
        	
                 
      

              	
                (b)

              	
                there
      is provided such evidence as the Board 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
      that person to do so;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                any
      instrument of transfer is in respect of only one class or series of Share;
      and

              


      

       

      
        	
                 
      

              	
                (d)

              	
                in
      the case of a transfer to joint holders, the number of joint holders to
      whom the Share is to be transferred does not exceed
  four.

              


      

       

      The
Company may retain an instrument of transfer which is registered but a transfer
which the Directors refuse to register shall (except in the case of known or
suspected fraud) be returned to the person lodging it when notice of the refusal
is given.

       

      
        	
                6.8

              	
                If
      the Board declines to register a transfer it shall, within ten business
      days or such other period (if any) as may be prescribed by the BVI
      Companies Act, send to the transferee notice of the
    refusal.

              


      

       

      
        	
                6.9

              	
                No
      fee shall be charged by the Company for registering any transfer, probate,
      letters of administration, certificate of death or marriage, power of
      attorney, distringas or stop notice, order of court or other instrument
      relating to or affecting the title of any Share, or otherwise making any
      entry in the Register relating to any
Share.

              


      

       

      
        	
                6.10

              	
                The
      executor or administrator of a deceased Shareholder, the guardian of an
      incompetent member or the trustee of a bankrupt Shareholder shall be the
      only person recognised by the Company as having any title to his Share but
      they shall not be entitled to exercise any rights as a Shareholder of the
      Company until they have proceeded as set forth in the next following three
      regulations.

              


      

       

      
        
          
          

        

        
          - 11
-

          
            

          

        

        
          
          

        

      

       

      
        	
                6.11

              	
                The
      production to the Company of any document which is evidence of probate of
      the will, or letters of administration of the estate, or confirmation as
      executor, of a deceased Shareholder or of the appointment of a guardian of
      an incompetent Shareholder or the trustee of a bankrupt Shareholder shall
      be accepted by the Company even if the deceased, incompetent or bankrupt
      Shareholder is domiciled outside the British Virgin Islands if the
      document evidencing the grant of probate or letters of administration,
      confirmation as executor, appointment as guardian or trustee in bankruptcy
      is issued by a foreign court which had competent jurisdiction in the
      matter.  For the purpose of establishing whether or not a
      foreign court had competent jurisdiction in such a matter the Directors
      may obtain appropriate legal advice.  The Directors may also
      require an indemnity to be given by the executor, administrator, guardian
      or trustee in bankruptcy.

              


      

       

      
        	
                6.12

              	
                Any
      person becoming entitled by operation of law or otherwise to a Share or
      Shares in consequence of the death, incompetence or bankruptcy of any
      Shareholder may be registered as a Shareholder upon such evidence being
      produced as may reasonably be required by the Directors and in the case of
      uncertificated Shares subject also to the facilities and requirements of
      the relevant system concerned.  An application by any such
      person to be registered as a Shareholder shall for all purposes be deemed
      to be a transfer of Shares of the deceased, incompetent or bankrupt
      Shareholder and the Directors shall treat it as
  such.

              


      

       

      
        	
                6.13

              	
                Any
      person who has become entitled to a Share or Shares in consequence of the
      death, incompetence or bankruptcy of any Shareholder may, instead of being
      registered himself, request in writing that some person to be named by him
      be registered as the transferee of such Share or Shares and such request
      shall likewise be treated as if it were a
  transfer.

              


      

       

      
        	
                6.14

              	
                What
      amounts to incompetence on the part of a person is a matter to be
      determined by the court having regard to all the relevant evidence and the
      circumstances of the case.

              


      

       

      
        
          	
                  7.

                	
                  MEETINGS AND CONSENTS OF
      SHAREHOLDERS

                


        

      

       

      
        	
                7.1

              	
                Any
      director of the Company may convene meetings of the Shareholders at such
      times and in such manner and places within or outside the British Virgin
      Islands as the director considers necessary or desirable provided that
      once in every year the directors shall convene an annual meeting of
      shareholders.

              


      

       

      
        	
                7.2

              	
                Upon
      the written request of Shareholders entitled to exercise 10% or more of
      the voting rights in respect of the matter for which the meeting is
      requested the directors shall convene a meeting of
      Shareholders.

              


      

       

      
        	
                7.3

              	
                The
      director convening a meeting shall give not less than 14 days’ notice of a
      meeting of Shareholders to:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                those
      Shareholders whose names on the date the notice is given appear as
      Shareholders in the register of members of the Company and are entitled to
      vote at the meeting on a date to be determined by the directors;
      and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                the
      other directors.

              


      

       

      
        	
                7.4

              	
                The
      director convening a meeting of Shareholders may fix as the record date
      for determining those Shareholders that are entitled to vote at the
      meeting the date notice is given of the meeting, or such other date as may
      be specified in the notice, being a date not earlier than the date of the
      notice.

              


      

       

      
        	
                7.5

              	
                A
      meeting of Shareholders held in contravention of the requirement to give
      notice is valid if Shareholders holding at least 90% of the total voting
      rights on all the matters to be considered at the meeting have waived
      notice of the meeting and, for this purpose, the presence of a Shareholder
      at the meeting shall constitute waiver in relation to all the Shares which
      that Shareholder holds.

              


      

       

      
        
          
          

        

        
          - 12
-

          
            

          

        

        
          
          

        

      

       

      
        	
                7.6

              	
                The
      inadvertent failure of a director who convenes a meeting to give notice of
      a meeting to a Shareholder or another director, or the fact that a
      Shareholder or another director has not received notice, does not
      invalidate the meeting.

              


      

       

      
        	
                7.7

              	
                A
      Shareholder may be represented at a meeting of Shareholders by a proxy who
      may speak and vote on behalf of the
Shareholder.

              


      

       

      
        	
                7.8

              	
                The
      instrument appointing a proxy shall be produced at the place designated
      for the meeting before the time for holding the meeting at which the
      person named in such instrument proposes to vote.  The notice of
      the meeting may specify an alternative or additional place or time at
      which the proxy shall be presented.

              


      

       

      
        	
                7.9

              	
                The
      instrument appointing a proxy shall be in substantially the following form
      or such other form as the chairman of the meeting shall accept as properly
      evidencing the wishes of the Shareholder appointing the
    proxy.

              


      

       

      
        
          
            	
                    
                      ReneSola
      Ltd.

                    

                  
	
                    
                       

                      I/We
      being a Shareholder of the above Company HEREBY
      APPOINT __________________
      of _________________ or failing him __________________ of
      __________________ to be my/our proxy to vote for me/us at the meeting
      of
      Shareholders to be held on the __ day of __________________, 20__ and
      at any adjournment
      thereof.

                       

                      (Any
      restrictions on voting to be inserted here.)

                       

                      Signed
      this __ day of __________________, 20__

                    

                    
                       

                       

                      ______________________

                    

                    
                      Shareholder

                    

                  


          

        

         

      

      
        	
                7.10

              	
                The
      following applies where Shares are jointly
  owned:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                if
      two or more persons hold Shares jointly each of them may be present in
      person or by proxy at a meeting of Shareholders and may speak as a
      Shareholder;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                if
      only one of the joint owners is present in person or by proxy he may vote
      on behalf of all joint owners; and

              


      

       

      
        	
                 
      

              	
                (c)

              	
                if
      two or more of the joint owners are present in person or by proxy they
      must vote as one.

              


      

       

      
        	
                7.11

              	
                A
      Shareholder shall be deemed to be present at a meeting of Shareholders if
      he participates by telephone or other electronic means and all
      Shareholders participating in the meeting are able to hear each
      other.

              


      

       

      
        	
                7.12

              	
                A
      meeting of Shareholders is duly constituted if, at the commencement of the
      meeting, there are present in person or by proxy not less than 50% of the
      votes of the Shares entitled to vote on Resolutions of Shareholders to be
      considered at the meeting.  A quorum may comprise a single
      Shareholder or proxy and then such person may pass a Resolution of
      Shareholders and a certificate signed by such person accompanied where
      such person be a proxy by a copy of the proxy instrument shall constitute
      a valid Resolution of Shareholders.

              


      

       

      
        	
                7.13

              	
                If
      within two hours from the time appointed for the meeting a quorum is not
      present, the meeting, if convened upon the requisition of Shareholders,
      shall be dissolved; in any other case it shall stand adjourned to the next
      business day in the jurisdiction in which the meeting was to have been
      held at the same time and place or to such other time and place as the
      directors may determine, and if at the adjourned meeting there are present
      within one hour from the time appointed for the meeting in person or by
      proxy not less than one third of the votes of the Shares or each class or
      series of Shares entitled to vote on the matters to be considered by the
      meeting, those present shall constitute a quorum but otherwise the meeting
      shall be dissolved.

              


      

       

      
        
          
          

        

        
          - 13
-

          
            

          

        

        
          
          

        

      

       

      
        	
                7.14

              	
                At
      every meeting of Shareholders, the Chairman of the Board shall preside as
      chairman of the meeting.  If there is no Chairman of the Board
      or if the Chairman of the Board is not present at the meeting, the
      Shareholders present shall choose one of their number to be the
      chairman.  If the Shareholders are unable to choose a chairman
      for any reason, then the person representing the greatest number of voting
      Shares present in person or by proxy at the meeting shall preside as
      chairman failing which the oldest individual Shareholder or representative
      of a Shareholder present shall take the
chair.

              


      

       

      
        	
                7.15

              	
                The
      chairman may, with the consent of the meeting, adjourn any meeting from
      time to time, and from place to place, but no business shall be transacted
      at any adjourned meeting other than the business left unfinished at the
      meeting from which the adjournment took
place.

              


      

       

      
        	
                7.16

              	
                At
      any meeting of the Shareholders the chairman is responsible for deciding
      in such manner as he considers appropriate whether any resolution proposed
      has been carried or not and the result of his decision shall be announced
      to the meeting and recorded in the minutes of the meeting.  If
      the chairman has any doubt as to the outcome of the vote on a proposed
      resolution, he shall cause a poll to be taken of all votes cast upon such
      resolution.  If the chairman fails to take a poll then any
      Shareholder present in person or by proxy who disputes the announcement by
      the chairman of the result of any vote may immediately following such
      announcement demand that a poll be taken and the chairman shall cause a
      poll to be taken.  If a poll is taken at any meeting, the result
      shall be announced to the meeting and recorded in the minutes of the
      meeting.

              


      

       

      
        	
                7.17

              	
                Subject
      to the specific provisions contained in this Regulation for the
      appointment of representatives of Persons other than individuals the right
      of any individual to speak for or represent a Shareholder shall be
      determined by the law of the jurisdiction where, and by the documents by
      which, the Person is constituted or derives its existence.  In
      case of doubt, the directors may in good faith seek legal advice from any
      qualified person and unless and until a court of competent jurisdiction
      shall otherwise rule, the directors may rely and act upon such advice
      without incurring any liability to any Shareholder or the
      Company.

              


      

       

      
        	
                7.18

              	
                Any
      Person other than an individual which is a Shareholder may by resolution
      of its directors or other governing body authorise such individual as it
      thinks fit to act as its representative at any meeting of Shareholders or
      of any class of Shareholders, and the individual so authorised shall be
      entitled to exercise the same rights on behalf of the Shareholder which he
      represents as that Shareholder could exercise if it were an
      individual.

              


      

       

      
        	
                7.19

              	
                The
      chairman of any meeting at which a vote is cast by proxy or on behalf of
      any Person other than an individual may call for a notarially certified
      copy of such proxy or authority which shall be produced within 7 days of
      being so requested or the votes cast by such proxy or on behalf of such
      Person shall be disregarded.

              


      

       

      
        	
                7.20

              	
                Directors
      of the Company may attend and speak at any meeting of Shareholders and at
      any separate meeting of the holders of any class or series of
      Shares.

              


      

       

      
        	
                7.21

              	
                An
      action that may be taken by the Shareholders at a meeting may also be
      taken by a resolution consented to in writing, without the need for any
      notice, but if any Resolution of Shareholders is adopted otherwise than by
      the unanimous written consent of all Shareholders, a copy of such
      resolution shall forthwith be sent to all Shareholders not consenting to
      such resolution.  The consent may be in the form of
      counterparts, each counterpart being signed by one or more
      Shareholders.  If the consent is in one or more counterparts,
      and the counterparts bear different dates, then the resolution shall take
      effect on the earliest date upon which Shareholders holding a sufficient
      number of votes of Shares to constitute a Resolution of Shareholders have
      consented to the resolution by signed
  counterparts.

              


      

       

      
        
          
          

        

        
          - 14
-

          
            

          

        

        
          
          

        

      

       

      
        	
                8. 

              	
                 DIRECTORS

              


      

       

      
        	
                8.1

              	
                The
      first directors of the Company shall be appointed by the first registered
      agent within 6 months of the date of incorporation of the Company; and
      thereafter, the directors shall be elected by Resolution of
      Shareholders.

              


      

       

      
        	
                8.2

              	
                No
      person shall be appointed as a director, or nominated as a reserve
      director, of the Company unless he has consented in writing to be a
      director or to be nominated as a reserve
  director.

              


      

       

      
        	
                8.3

              	
                Subject
      to Sub-Regulation 8.1, the minimum number of directors shall be one and
      the maximum number shall be ten.

              


      

       

      
        	
                8.4

              	
                Each
      director holds office for the term, if any, fixed by the Resolution of
      Shareholders appointing him, or until his earlier death, resignation,
      removal or retirement at the age of 70 years.  If no term is
      fixed on the appointment of a director, the director serves indefinitely
      until his earlier death, resignation, retirement or
    removal.

              


      

       

      
        	
                8.5

              	
                The
      directors may at any time appoint any person to be a director either to
      fill a vacancy or as an addition to the existing
      directors.  Where the directors appoint a person as a director
      to fill a vacancy or as an additional director the term shall not exceed
      the term that remained when the person who has ceased to be a director
      ceased to hold office or until the next annual general meeting (where such
      appointment shall be approved by the Shareholders) whenever is
      earlier.

              


      

       

      
        	
                8.6

              	
                A
      vacancy in relation to directors occurs if a director dies or otherwise
      ceases to hold office prior to the expiration of his term of
      office.

              


      

       

      
        	
                8.7

              	
                Where
      the Company only has one Shareholder who is an individual and that
      Shareholder is also the sole director of the Company, the sole
      Shareholder/director may, by instrument in writing, nominate a person who
      is not disqualified from being a director of the Company as a reserve
      director of the Company to act in the place of the sole director in the
      event of his death.

              


      

       

      
        	
                8.8

              	
                The
      nomination of a person as a reserve director of the Company ceases to have
      effect if:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                before
      the death of the sole Shareholder/director who nominated
    him,

              


      

       

      
        	
                 
      

              	
                (i)

              	
                he
      resigns as reserve director, or

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                the
      sole Shareholder/director revokes the nomination in writing;
      or

              


      

       

      
        	
                 
      

              	
                (b)

              	
                the
      sole Shareholder/director who nominated him ceases to be able to be the
      sole Shareholder/director of the Company for any reason other than his
      death.

              


      

       

      
        	
                8.9

              	
                The
      Company shall keep a register of directors
  containing:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                the
      names and addresses of the persons who are directors of the Company or who
      have been nominated as reserve directors of the
  Company;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                the
      date on which each person whose name is entered in the register was
      appointed as a director, or nominated as a reserve director, of the
      Company;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                the
      date on which each person named as a director ceased to be a director of
      the Company;

              


      

       

      
        
          
          

        

        
          - 15
-

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                (d)

              	
                the
      date on which the nomination of any person nominated as a reserve director
      ceased to have effect; and

              


      

       

      
        	
                 
      

              	
                (e)

              	
                such
      other information as may be prescribed by the
  Act.

              


      

       

      
        	
                8.10

              	
                The
      register of directors may be kept in any such form as the directors may
      approve, but if it is in magnetic, electronic or other data storage form,
      the Company must be able to produce legible evidence of its
      contents.  Until a Resolution of Directors determining otherwise
      is passed, the magnetic, electronic or other data storage shall be the
      original register of directors.

              


      

       

      
        	
                8.11

              	
                A
      director is not required to hold a Share as a qualification to
      office.

              


      

       

      
        	
                8.12

              	
                Without
      prejudice to the provisions of retirement by rotation hereinafter
      contained, the office of a Director shall be vacated in any of the events
      following, namely:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                if
      (not being an Executive Director whose contract precludes resignation) he
      resigns his office by notice in writing delivered to the registered office
      or tendered at a meeting of the Board;
or

              


      

       

      
        	
                 
      

              	
                (b)

              	
                if
      the Board resolves that he is through physical or mental incapacity or
      mental disorder no longer able to perform the functions of a Director;
      or

              


      

       

      
        	
                 
      

              	
                (c)

              	
                if
      he fails, without leave, to attend (whether or not an alternate Director
      appointed by him attends) three successive Board meetings or four Board
      meetings in any consecutive period of 12 months despite a notice being
      given to him prior to such third or fourth meeting (as the case may be)
      that the provisions of this paragraph might apply and not less than
      two-thirds of all the other Directors (excluding the Director concerned
      and, in his capacity as such, any alternate director appointed by the
      Director concerned) resolving that his office should be vacated;
      or

              


      

       

      
        	
                 
      

              	
                (d)

              	
                if
      he becomes bankrupt or insolvent or makes an arrangement or composition
      with his creditors or applies to the Court for an interim order under
      section 253 of the United Kingdom Insolvency Act 1986 in connection with a
      voluntary arrangement; or

              


      

       

      
        	
                 
      

              	
                (e)

              	
                any
      event analogous to those listed in Regulation 8.15 under the laws of any
      other jurisdiction occurs in relation to a Director;
  or

              


      

       

      
        	
                 
      

              	
                (f)

              	
                if
      he is prohibited by law from being a Director;
  or

              


      

       

      
        	
                 
      

              	
                (g)

              	
                if
      he ceases to be a Director by virtue of the BVI Companies Act or is
      removed from office pursuant to these
Articles.

              


      

       

      In the
case of Regulation 8.15 (b) to (e) inclusive above, the Director shall be
removed from office.

       

      
        	
                8.13

              	
                A
      resolution of Directors declaring that a Director has vacated office under
      regulation 8.12 shall be conclusive as to that fact and as to the ground
      of vacation as stated in the
resolution.

              


      

      


      
        	
                8.14

              	
                Without
      prejudice to any of the provisions for disqualification of Directors or
      for the retirement by rotation hereinafter contained, the office of a
      Director shall be vacated if by notice in writing delivered to the
      registered office or tendered at a meeting of the Board his resignation is
      requested by all of the other Directors (being not less than three in
      number) excluding the Director concerned and, in his capacity as such, any
      alternate Director appointed by the Director
  concerned.

              


      

       

      
        	
                8.15

              	
                At
      every annual meeting of Shareholders one-third of the Directors for the
      time being or, if their number is not a multiple of three, then the number
      nearest to and not exceeding one-third shall retire from
      office.

              


      

       

      
        
          
          

        

        
          - 16
-

          
            

          

        

        
          
          

        

      

       

      
        	
                8.16

              	
                The
      Directors to retire on each occasion shall be those subject to retirement
      by rotation who have been longest in office since their last election, but
      as between persons who became or were re-elected Directors on the same day
      those to retire shall (unless they otherwise agree amongst themselves) be
      determined by lot.  The Directors to retire on each occasion
      both as to number and identity) shall be determined by the composition of
      the Board at the date of the notice convening the annual meeting of
      Shareholders, and no Director shall be required to retire or be relieved
      from retiring by reason of any change in the number or identity of the
      Directors after the date of such notice but before the close of the
      meeting.

              


      

       

      
        	
                8.17

              	
                A
      Director who retires at the annual meeting of Shareholders shall be
      eligible for re-election.  If he is not re-elected he shall
      retain office until the meeting elects someone in his place, or if it does
      not do so, until the end of the
meeting.

              


      

      


      
        	
                8.18

              	
                Subject
      to the provisions of these Articles, the Company may by a Resolution of
      Shareholders at the meeting at which a Director retires in the manner
      aforesaid fill the vacated office by electing a person and in default the
      retiring Director shall, if willing to continue to act, be deemed to have
      been re-elected, unless at such meeting it is expressly resolved not to
      fill such vacated office or unless a resolution for the re-election of
      such Director shall have been put to the meeting and
  lost.

              


      

       

      
        	
                8.19

              	
                A
      Director may hold the office of an Executive Director or a Non Executive
      Director.

              


      

      


      
        	
                8.20

              	
                An
      Executive Director shall receive such remuneration (whether by way of
      salary, commission, participation in profits or otherwise) as the Board
      may determine, and either in addition to or in lieu of his remuneration as
      a Director.

              


      

       

      
        	
                8.21

              	
                Each
      Director shall have the power to appoint any person to be his alternate
      Director and may at his discretion remove such alternate
      Director.  If such alternate Director is not another Director,
      such appointment, unless previously approved by the Board, shall have
      effect only upon and subject to it being so approved.  Any
      appointment or removal of an alternate Director shall be effected by
      notice in writing signed by the appointor and delivered to the registered
      office or tendered at a meeting of the Board.  An alternate
      Director shall, if his appointor so requests, be entitled to receive
      notices of meetings of the Board or of committees of the Board to the same
      extent as, but in lieu of, the Director appointing him and shall be
      entitled to such extent to attend at and vote as a Director at any such
      meeting at which the Director appointing him is not personally present and
      to exercise and discharge all the functions, powers and duties of his
      appointor as a Director and for the purposes of the proceedings at such
      meeting the provisions of these Articles shall apply as if he were a
      Director.

              


      

       

      
        	
                8.22

              	
                Every
      person acting as an alternate Director shall (except as regards power to
      appoint an alternate Director and remuneration) be subject in all respects
      to the provisions of these Articles relating to Directors and shall alone
      be responsible to the Company for his acts and defaults and shall not be
      deemed to be the agent of or for the Director appointing
      him.  An alternate Director may be paid expenses and shall be
      entitled to be indemnified by the Company to the same extent mutatis
      mutandis as if he were a Director but shall not be entitled to receive
      from the Company any fee in his capacity as an alternate Director except
      only such part (if any) of the remuneration otherwise payable to the
      Director appointing him as such Director may by notice in writing to the
      Company from time to time direct.

              


      

      


      
        	
                8.23

              	
                Every
      person acting as an alternate Director shall have one vote for each
      Director for whom he acts as alternate (in addition to his own vote if he
      is also a Director).  The signature of an alternate Director to
      any resolution in writing of the Board or a committee of the Board shall,
      unless the notice of his appointment provides to the contrary, be as
      effective as the signature of his
appointor.

              


      

      


      
        
          
          

        

        
          - 17
-

          
            

          

        

        
          
          

        

      

      


      
        	
                8.24

              	
                An
      alternate Director shall ipso facto cease to be an alternate Director if
      his appointor ceases for any reason to be a Director provided that, if at
      any meeting any Director retires by rotation or otherwise but is
      re-elected at the same meeting, any appointment made by him pursuant to
      this regulation which was in force immediately before his retirement shall
      remain in force as though he had not
retired.

              


      

      


      
        	
                8.25

              	
                Each
      of the Directors shall be paid a fee at such rate as may from time to time
      be determined by the Board provided that the aggregate of all such fees so
      paid to Directors (excluding amounts payable under any other regulation
      and any amount payable under any service contract) shall not exceed
      $1,000,000 per annum, or such higher amount as may from time to time be
      determined by Resolution of
Shareholders.

              


      

      


      
        	
                8.26

              	
                Each
      Director may be paid his reasonable travelling, hotel and incidental
      expenses of attending and returning from meetings of the Board or
      committees of the Board or meetings of Shareholders or separate meetings
      of the holders of any class or series of Shares or of debentures of the
      Company and shall be paid all expenses properly and reasonably incurred by
      him in the conduct of the Company's business or in the discharge of his
      duties as a Director.  Any Director who, by request, goes or
      resides abroad for any purposes of the Company or who performs services
      which in the opinion of the Board go beyond the ordinary duties of a
      Director may be paid such extra remuneration (whether by way of salary,
      commission, participation in profits or otherwise) as the Board may
      determine and such extra remuneration shall be in addition to any
      remuneration provided for by or pursuant to any other
      regulation.

              


      

       

      
        	
                9. 

              	
                 POWERS
      OF DIRECTORS

              


      

       

      
        	
                9.1

              	
                The
      business and affairs of the Company shall be managed by, or under the
      direction or supervision of, the directors of the Company.  The
      directors of the Company have all the powers necessary for managing, and
      for directing and supervising, the business and affairs of the
      Company.  The directors may pay all expenses incurred
      preliminary to and in connection with the incorporation of the Company and
      may exercise all such powers of the Company as are not by the Act or by
      the Memorandum or the Articles required to be exercised by the
      Shareholders.

              


      

       

      
        	
                9.2

              	
                Each
      director shall exercise his powers for a proper purpose and shall not act
      or agree to the Company acting in a manner that contravenes the
      Memorandum, the Articles or the Act.  Each director, in
      exercising his powers or performing his duties, shall act honestly and in
      good faith in what the director believes to be the best interests of the
      Company.

              


      

       

      
        	
                9.3

              	
                If
      the Company is the wholly owned subsidiary of a holding company, a
      director of the Company may, when exercising powers or performing duties
      as a director, act in a manner which he believes is in the best interests
      of the holding company even though it may not be in the best interests of
      the Company.

              


      

       

      
        	
                9.4

              	
                Any
      director which is a body corporate may appoint any individual as its duly
      authorised representative for the purpose of representing it at meetings
      of the directors, with respect to the signing of consents or
      otherwise.

              


      

       

      
        	
                9.5

              	
                The
      continuing directors may act notwithstanding any vacancy in their
      body.

              


      

       

      
        	
                9.6

              	
                The
      directors may by Resolution of Directors exercise all the powers of the
      Company to incur indebtedness, liabilities or obligations and to secure
      indebtedness, liabilities or obligations whether of the Company or of any
      third party.

              


      

       

      
        	
                9.7

              	
                All
      cheques, promissory notes, drafts, bills of exchange and other negotiable
      instruments and all receipts for moneys paid to the Company shall be
      signed, drawn, accepted, endorsed or otherwise executed, as the case may
      be, in such manner as shall from time to time be determined by Resolution
      of Directors.

              


      

       

      
        	
                9.8

              	
                For
      the purposes of Section 175 (Disposition of assets)
      of the Act, the directors may by Resolution of Directors determine that
      any sale, transfer, lease, exchange or other disposition is in the usual
      or regular course of the business carried on by the Company and such
      determination is, in the absence of fraud,
  conclusive.

              


      

       

      
        
          
          

        

        
          - 18
-

          
            

          

        

        
          
          

        

      

       

      
        	
                10.

              	
                PROCEEDINGS
      OF DIRECTORS

              


      

       

      
        	
                10.1

              	
                Any
      one director of the Company may call a meeting of the directors by sending
      a written notice to each other
director.

              


      

       

      
        	
                10.2

              	
                The
      directors of the Company or any committee thereof may meet at such times
      and in such manner and places within or outside the British Virgin Islands
      as the directors may determine to be necessary or
    desirable.

              


      

       

      
        	
                10.3

              	
                A
      director is deemed to be present at a meeting of directors if he
      participates by telephone or other electronic means and all directors
      participating in the meeting are able to hear each
  other.

              


      

       

      
        	
                10.4

              	
                A
      director shall be given not less than 3 days’ notice of meetings of
      directors, but a meeting of directors held without 3 days’ notice having
      been given to all directors shall be valid if all the directors entitled
      to vote at the meeting who do not attend waive notice of the meeting, and
      for this purpose the presence of a director at a meeting shall constitute
      waiver by that director.  The inadvertent failure to give notice
      of a meeting to a director, or the fact that a director has not received
      the notice, does not invalidate the
meeting.

              


      

       

      
        	
                10.5

              	
                A
      director may by a written instrument appoint an alternate who need not be
      a director and the alternate shall be entitled to attend meetings in the
      absence of the director who appointed him and to vote in place of the
      director until the appointment lapses or is
  terminated.

              


      

       

      
        	
                10.6

              	
                A
      meeting of directors is duly constituted for all purposes if at the
      commencement of the meeting there are present in person or by alternate
      not less than one-half of the total number of directors, unless there are
      only 2 directors in which case the quorum is
2.

              


      

       

      
        	
                10.7

              	
                If
      the Company has only one director the provisions herein contained for
      meetings of directors do not apply and such sole director has full power
      to represent and act for the Company in all matters as are not by the Act,
      the Memorandum or the Articles required to be exercised by the
      Shareholders.  In lieu of minutes of a meeting the sole director
      shall record in writing and sign a note or memorandum of all matters
      requiring a Resolution of Directors.  Such a note or memorandum
      constitutes sufficient evidence of such resolution for all
      purposes.

              


      

       

      
        	
                10.8

              	
                At
      meetings of directors at which the Chairman of the Board is present, he
      shall preside as chairman of the meeting.  If there is no
      Chairman of the Board or if the Chairman of the Board is not present, the
      directors present shall choose one of their number to be chairman of the
      meeting.

              


      

       

      
        	
                10.9

              	
                An
      action that may be taken by the directors or a committee of directors at a
      meeting may also be taken by a Resolution of Directors or a resolution of
      a committee of directors consented to in writing by all directors or by
      all members of the committee, as the case may be, without the need for any
      notice.  The consent may be in the form of counterparts each
      counterpart being signed by one or more directors.  If the
      consent is in one or more counterparts, and the counterparts bear
      different dates, then the resolution shall take effect on the date upon
      which the last director has consented to the resolution by signed
      counterparts.

              


      

       

      
        	
                11. 

              	
                COMMITTEES

              


      

       

      
        	
                11.1

              	
                The
      directors may, by Resolution of Directors, designate one or more
      committees, each consisting of one or more directors, and delegate one or
      more of their powers, including the power to affix the Seal, to the
      committee.

              


      

       

      
        
          
          

        

        
          - 19
-

          
            

          

        

        
          
          

        

      

       

      
        	
                11.2

              	
                The
      directors have no power to delegate to a committee of directors any of the
      following powers:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                to
      amend the Memorandum or the
Articles;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                to
      designate committees of directors;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                to
      delegate powers to a committee of
directors;

              


      

       

      
        	
                 
      

              	
                (d)

              	
                to
      appoint or remove directors (which does not include the power to nominate
      a director to the board or recommend the removal of a director from the
      board);

              


      

       

      
        	
                 
      

              	
                (e)

              	
                to
      appoint or remove an agent;

              


      

       

      
        	
                 
      

              	
                (f)

              	
                to
      approve a plan of merger, consolidation or
  arrangement;

              


      

       

      
        	
                 
      

              	
                (g)

              	
                to
      make a declaration of solvency or to approve a liquidation plan;
      or

              


      

       

      
        	
                 
      

              	
                (h)

              	
                to
      make a determination that immediately after a proposed Distribution the
      value of the Company’s assets will exceed its liabilities and the Company
      will be able to pay its debts as they fall
due.

              


      

       

      
        	
                11.3

              	
                Sub-Regulation 11.2(b)
      and (c) do not prevent a committee of directors, where authorised by the
      Resolution of Directors appointing such committee or by a subsequent
      Resolution of Directors, from appointing a sub-committee and delegating
      powers exercisable by the committee to the
  sub-committee.

              


      

       

      
        	
                11.4

              	
                The
      meetings and proceedings of each committee of directors consisting of 2 or
      more directors shall be governed mutatis mutandis by the
      provisions of the Articles regulating the proceedings of directors so far
      as the same are not superseded by any provisions in the Resolution of
      Directors establishing the
committee.

              


      

       

      
        	
                11.5

              	
                Where
      the directors delegate their powers to a committee of directors they
      remain responsible for the exercise of that power by the committee, unless
      they believed on reasonable grounds at all times before the exercise of
      the power that the committee would exercise the power in conformity with
      the duties imposed on directors of the Company under the
    Act.

              


      

       

      
        	
                12. 

              	
                OFFICERS
      AND AGENTS

              


      

       

      
        	
                12.1

              	
                The
      Company may by Resolution of Directors appoint officers of the Company at
      such times as may be considered necessary or expedient.  Any
      number of offices may be held by the same
  person.

              


      

       

      
        	
                12.2

              	
                The
      officers shall perform such duties as are prescribed at the time of their
      appointment subject to any modification in such duties as may be
      prescribed thereafter by Resolution of Directors.  In the
      absence of any specific prescription of duties it shall be the
      responsibility of the Chairman of the Board to preside at meetings of
      directors and Shareholders, the president to manage the day to day affairs
      of the Company, the vice-presidents to act in order of seniority in the
      absence of the president but otherwise to perform such duties as may be
      delegated to them by the president, the secretaries to maintain the
      register of members, minute books and records (other than financial
      records) of the Company and to ensure compliance with all procedural
      requirements imposed on the Company by applicable law, and the treasurer
      to be responsible for the financial affairs of the
  Company.

              


      

       

      
        	
                12.3

              	
                The
      emoluments of all officers shall be fixed by Resolution of
      Directors.

              


      

       

      
        	
                12.4

              	
                The
      officers of the Company shall hold office until their successors are duly
      appointed, but any officer elected or appointed by the directors may be
      removed at any time, with or without cause, by Resolution of
      Directors.  Any vacancy occurring in any office of the Company
      may be filled by Resolution of
Directors.

              


      

       

      
        
          
          

        

        
          - 20
-

          
            

          

        

        
          
          

        

      

       

      
        	
                12.5

              	
                The
      directors may, by Resolution of Directors, appoint any person, including a
      person who is a director, to be an agent of the
  Company.

              


      

       

      
        	
                12.6

              	
                An
      agent of the Company shall have such powers and authority of the
      directors, including the power and authority to affix the Seal, as are set
      forth in the Articles or in the Resolution of Directors appointing the
      agent, except that no agent has any power or authority with respect to the
      following:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                to
      amend the Memorandum or the
Articles;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                to
      change the registered office or
agent;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                to
      designate committees of directors;

              


      

       

      
        	
                 
      

              	
                (d)

              	
                to
      delegate powers to a committee of
directors;

              


      

       

      
        	
                 
      

              	
                (e)

              	
                to
      appoint or remove directors;

              


      

       

      
        	
                 
      

              	
                (f)

              	
                to
      appoint or remove an agent;

              


      

       

      
        	
                 
      

              	
                (g)

              	
                to
      fix emoluments of directors;

              


      

       

      
        	
                 
      

              	
                (h)

              	
                to
      approve a plan of merger, consolidation or
  arrangement;

              


      

       

      
        	
                 
      

              	
                (i)

              	
                to
      make a declaration of solvency or to approve a liquidation
      plan;

              


      

       

      
        	
                 
      

              	
                (j)

              	
                to
      make a determination that immediately after a proposed Distribution the
      value of the Company’s assets will exceed its liabilities and the Company
      will be able to pay its debts as they fall due;
  or

              


      

       

      
        	
                 
      

              	
                (k)

              	
                to
      authorise the Company to continue as a company incorporated under the laws
      of a jurisdiction outside the British Virgin
  Islands.

              


      

       

      
        	
                12.7

              	
                The
      Resolution of Directors appointing an agent may authorise the agent to
      appoint one or more substitutes or delegates to exercise some or all of
      the powers conferred on the agent by the
  Company.

              


      

       

      
        	
                12.8

              	
                The
      directors may remove an agent appointed by the Company and may revoke or
      vary a power conferred on him.

              


      

       

      
        	
                13

              	
                TAKEOVER
      PROVISIONS

              


      

       

      
        	
                13.1

              	
                Except
      with the consent of the Board,
when:-

              


      

       

      
        	
                 
      

              	
                (a)

              	
                any
      person acquires, whether by a series of transactions over a period of time
      or not, Shares which (taken together with Shares held or acquired by
      persons acting in concert with him) carry 30% or more of the voting rights
      of the Company; or

              


      

       

      
        	
                 
      

              	
                (b)

              	
                any
      person who, together with persons acting in concert with him, holds not
      less than 30% but not more than 50% of the voting rights and such person,
      or any person acting in concert with him, acquires additional Shares which
      increase his percentage of the voting
rights;

              


      

       

      such
person (“the offeror”)
shall extend an offer, on the basis set out in this Regulation 13, to the
holders of all the issued shares in the Company.

       

      
        	
                13.2

              	
                Any
      offer made under this Regulation must be conditional only upon the offeror
      having received acceptances in respect of Shares which, together with
      Shares acquired or agreed to be acquired before or during the offer, will
      result in the offeror and any person acting in concert with it holding
      Shares carrying more than 50% of the voting
  rights.

              


      

       

      
        
          
          

        

        
          - 21
-

          
            

          

        

        
          
          

        

      

       

      
        	
                13.3

              	
                No
      acquisition of Shares which would give rise to a requirement for any offer
      under this Regulation may be made or registered if the making or
      implementation of such offer would or might be dependent on the passing of
      a resolution at any meeting of Shareholders of the Company or upon any
      other conditions, consents or
arrangements.

              


      

       

      
        	
                13.4

              	
                Offers
      made under this Regulation must, in respect of each class of Share capital
      involved, be in cash or be accompanied by a cash alternative at not less
      than the highest price paid by the offeror or any person acting in concert
      with it for Shares of that class during the offer period and within 12
      months prior to its commencement.  The cash offer or the cash
      alternative must remain open after the offer has become or is declared
      unconditional as to acceptances for not less than 14 days after the date
      on which it would otherwise have
expired.

              


      

       

      
        	
                13.5

              	
                No
      nominee of an offeror or persons acting in concert with it may be
      appointed as a Director, nor may an offeror and persons acting in concert
      with it exercise the votes attaching to any Shares held in the Company
      until the offer document has been
posted.

              


      

       

      
        	
                13.6

              	
                Any
      offer required to be made pursuant to this Reglation 13 shall be made on
      terms that would be required by the then current United Kingdom City Code
      on Takeovers and Mergers (“the City Code”), save to
      the extent that the board otherwise determines.  In relation to
      any offer required to be made pursuant to this Regulation 13, any matter
      which under the City Code would fall to be determined by the Panel shall
      be determined by the board in its absolute discretion or by such person
      appointed by the board to make such
  determination.

              


      

       

      
        	
                13.7

              	
                Except
      with the consent of the board, Shareholders shall comply with the
      requirements of the City Code, as may from time to time be published by
      the United Kingdom Panel on Takeovers and Mergers (“the Panel”), in relation
      to any dealings in any Shares of the Company and in relation to their
      dealings with the Company in relation to all matters.  Any
      matter which under the City Code would fall to be determined by the Panel
      shall be determined by the Board in its absolute discretion or by such
      person appointed by the Board to make such determination.  Any
      notice which under the City Code is required to be given to the Panel or
      any person (other than the Company) shall be given to the Company at its
      registered office.

              


      

       

      
        	
                13.8

              	
                If
      at any time the Board is satisfied that any Shareholder having incurred an
      obligation under this Regulation 13 to extend an offer to the holders of
      all the issued Shares shall have failed so to do, or that any Shareholders
      is in default of any other obligation imposed upon Shareholders pursuant
      to this Regulation 13, then the Board may, in its absolute discretion at
      any time thereafter by notice (a “direction notice”) to
      such Shareholders and any other Shareholders acting in concert with such
      Shareholders (together “the defaulters”) direct
      that:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                in
      respect of the Shares held by the defaulters (the “default shares”) the
      defaulters shall not be entitled to vote at a general meeting either
      personally or by proxy or to exercise any other right conferred by
      membership in relation to meetings of the
  Company;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                except
      in a liquidation of the Company, no payment shall be made of any sums due
      from the Company on the default shares, whether in respect of capital or
      dividend or otherwise, and the Company shall not meet any liability to pay
      interest on any such payment when it is finally paid to the
      Shareholders;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                no
      other distribution shall be made on the default
  shares.

              


      

       

      
        	
                 
      

              	
                The
      Board may at any time give notice cancelling a direction
      notice.

              


      

       

      
        
          
          

        

        
          - 22
-

          
            

          

        

        
          
          

        

      

       

      
        	
                13.9

              	
                In
      construing this Regulation 13, words and expressions used in or defined in
      the City Code shall bear the same meanings given by the City
      Code.

              


      

       

      
        	
                14. 

              	
                CONFLICT
      OF INTERESTS

              


      

       

      
        	
                14.1

              	
                A
      director of the Company shall, forthwith after becoming aware of the fact
      that he is interested in a transaction entered into or to be entered into
      by the Company, disclose the interest to all other directors of the
      Company.

              


      

       

      
        	
                14.2

              	
                For
      the purposes of Sub-Regulation 14.1, a disclosure to all other directors
      to the effect that a director is a member, director or officer of another
      named entity or has a fiduciary relationship with respect to the entity or
      a named individual and is to be regarded as interested in any transaction
      which may, after the date of the entry into the transaction or disclosure
      of the interest, be entered into with that entity or individual, is a
      sufficient disclosure of interest in relation to that
      transaction.

              


      

       

      
        	
                14.3

              	
                A
      director of the Company who is interested in a transaction entered into or
      to be entered into by the Company
may:

              


      

       

      
        	
                14.4

              	
                vote
      on a matter relating to the
transaction;

              


      

       

      
        	
                14.5

              	
                attend
      a meeting of directors at which a matter relating to the transaction
      arises and be included among the directors present at the meeting for the
      purposes of a quorum; and

              


      

       

      
        	
                14.6

              	
                sign
      a document on behalf of the Company, or do any other thing in his capacity
      as a director, that relates to the
transaction,

              


      

       

      and,
subject to compliance with the Act shall not, by reason of his office be
accountable to the Company for any benefit which he derives from such
transaction and no such transaction shall be liable to be avoided on the grounds
of any such interest or benefit.

       

      
        	
                15. 

              	
                INDEMNIFICATION

              


      

       

      
        	
                15.1

              	
                Subject
      to the limitations hereinafter provided the Company shall indemnify
      against all expenses, including legal fees, and against all judgments,
      fines and amounts paid in settlement and reasonably incurred in connection
      with legal, administrative or investigative proceedings any person
      who:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                is
      or was a party or is threatened to be made a party to any threatened,
      pending or completed proceedings, whether civil, criminal, administrative
      or investigative, by reason of the fact that the person is or was a
      director of the Company; or

              


      

       

      
        	
                 
      

              	
                (b)

              	
                is
      or was, at the request of the Company, serving as a director of, or in any
      other capacity is or was acting for, another body corporate or a
      partnership, joint venture, trust or other
  enterprise.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                The
      indemnity in Sub-Regulation 15.1 only applies if the person acted honestly
      and in good faith with a view to the best interests of the Company and, in
      the case of criminal proceedings, the person had no reasonable cause to
      believe that their conduct was
unlawful.

              


      

       

      
        	
                15.2

              	
                For
      the purposes of Sub-Regulation 15.1(c), a director acts in the best
      interests of the Company if he acts in the best interests
    of

              


      

       

      
        	
              	
                (a) 

              	
                the
      Company’s holding company; or

              


      

       

      
        	
              	
                (b)

              	
                a
      Shareholder or Shareholders of the
Company;

              


      

       

      in either
case, in the circumstances specified in Sub-Regulation 15.1 or the Act, as the
case may be.

       

      
        
          
          

        

        
          - 23
-

          
            

          

        

        
          
          

        

      

       

      
        	
                15.3

              	
                The
      decision of the directors as to whether the person acted honestly and in
      good faith and with a view to the best interests of the Company and as to
      whether the person had no reasonable cause to believe that his conduct was
      unlawful is, in the absence of fraud, sufficient for the purposes of the
      Articles, unless a question of law is
involved.

              


      

       

      
        	
                15.4

              	
                The
      termination of any proceedings by any judgment, order, settlement,
      conviction or the entering of a nolle prosequi does
      not, by itself, create a presumption that the person did not act honestly
      and in good faith and with a view to the best interests of the Company or
      that the person had reasonable cause to believe that his conduct was
      unlawful.

              


      

       

      
        	
                15.5

              	
                Expenses,
      including legal fees, incurred by a director in defending any legal,
      administrative or investigative proceedings may be paid by the Company in
      advance of the final disposition of such proceedings upon receipt of an
      undertaking by or on behalf of the director to repay the amount if it
      shall ultimately be determined that the director is not entitled to be
      indemnified by the Company in accordance with Sub-Regulation
      15.1.

              


      

       

      
        	
                15.6

              	
                Expenses,
      including legal fees, incurred by a former director in defending any
      legal, administrative or investigative proceedings may be paid by the
      Company in advance of the final disposition of such proceedings upon
      receipt of an undertaking by or on behalf of the former director to repay
      the amount if it shall ultimately be determined that the former director
      is not entitled to be indemnified by the Company in accordance with
      Sub-Regulation 15.1 and upon such terms and conditions, if any, as the
      Company deems appropriate.

              


      

       

      
        	
                15.7

              	
                The
      indemnification and advancement of expenses provided by, or granted
      pursuant to, this section is not exclusive of any other rights to which
      the person seeking indemnification or advancement of expenses may be
      entitled under any agreement, Resolution of Shareholders, resolution of
      disinterested directors or otherwise, both as acting in the person’s
      official capacity and as to acting in another capacity while serving as a
      director of the Company.

              


      

       

      
        	
                15.8

              	
                If
      a person referred to in Sub-Regulation 15.1 has been successful in defence
      of any proceedings referred to in Sub-Regulation 15.1, the person is
      entitled to be indemnified against all expenses, including legal fees, and
      against all judgments, fines and amounts paid in settlement and reasonably
      incurred by the person in connection with the
  proceedings.

              


      

       

      
        	
                15.9

              	
                The
      Company may purchase and maintain insurance in relation to any person who
      is or was a director, officer or liquidator of the Company, or who at the
      request of the Company is or was serving as a director, officer or
      liquidator of, or in any other capacity is or was acting for, another body
      corporate or a partnership, joint venture, trust or other enterprise,
      against any liability asserted against the person and incurred by the
      person in that capacity, whether or not the Company has or would have had
      the power to indemnify the person against the liability as provided in the
      Articles.

              


      

       

      
        	
                16 

              	
                RECORDS

              


      

       

      
        	
                16.1

              	
                The
      Company shall keep the following documents at the office of its registered
      agent:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                the
      Memorandum and the Articles;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                the
      register of members, or a copy of the register of
  members;

              


      

       

      
        	
              	
                (c)

              	
                the
      register of directors, or a copy of the register of directors;
      and

              


      

       

      
        	
                 
      

              	
                (d)

              	
                copies
      of all notices and other documents filed by the Company with the Registrar
      of Corporate Affairs in the previous 10
years.

              


      

       

      
        
          
          

        

        
          - 24
-

          
            

          

        

        
          
          

        

      

       

      
        	
                16.2

              	
                Until
      the directors determine otherwise by Resolution of Directors the Company
      shall keep the original register of members and original register of
      directors at the office of its registered
agent.

              


      

       

      
        	
                16.3 

              	
                If
      the Company maintains only a copy of the register of members or a copy of
      the register of directors aat the office of its registered agent, it
      shall:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                within
      15 days of any change in either register, notify the registered agent in
      writing of the change; and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                provide
      the registered agent with a written record of the physical address of the
      place or places at which the original register of members or the original
      register of directors is kept.

              


      

       

      
        	
                16.4

              	
                The
      Company shall keep the following records at the office of its registered
      agent or at such other place or places, within or outside the British
      Virgin Islands, as the directors may
determine:

              


      

       

      
        	
              	
                (a) 

              	
                minutes
      of meetings and Resolutions of Shareholders and classes of Shareholders;
      and

              


      

       

      
        	
              	
                (b)

              	
                minutes
      of meetings and Resolutions of Directors and committees of
      directors.

              


      

       

      
        	
                16.5

              	
                Where
      any original records referred to in this Regulation are maintained other
      than at the office of the registered agent of the Company, and the place
      at which the original records is changed, the Company shall provide the
      registered agent with the physical address of the new location of the
      records of the Company within 14 days of the change of
      location.

              


      

       

      
        	
                16.6

              	
                The
      records kept by the Company under this Regulation shall be in written form
      or either wholly or partly as electronic records complying with the
      requirements of the Electronic Transactions Act, 2001 (No. 5 of 2001) as
      from time to time amended or
re-enacted.

              


      

       

      
        	
                17

              	
                REGISTER
      OF CHARGES

              


      

       

      The
Company shall maintain at the office of its registered agent a register of
charges in which there shall be entered the following particulars regarding each
mortgage, charge and other encumbrance created by the Company:

       

      
        	
                17.1

              	
                the
      date of creation of the charge;

              


      

       

      
        	
                17.2

              	
                a
      short description of the liability secured by the
  charge;

              


      

       

      
        	
                17.3

              	
                a
      short description of the property
charged;

              


      

       

      
        	
                17.4

              	
                the
      name and address of the trustee for the security or, if there is no such
      trustee, the name and address of the
chargee;

              


      

       

      
        	
                17.5

              	
                unless
      the charge is a security to bearer, the name and address of the holder of
      the charge; and

              


      

       

      
        	
                17.6

              	
                details
      of any prohibition or restriction contained in the instrument creating the
      charge on the power of the Company to create any future charge ranking in
      priority to or equally with the
      charge.

              


      

       

      
        	
                18

              	
                SEAL

              


      

       

      The
Company shall have a Seal an impression of which shall be kept at the office of
the registered agent of the Company.  The Company may have more than
one Seal and references herein to the Seal shall be references to every Seal
which shall have been duly adopted by Resolution of Directors.  The
directors shall provide for the safe custody of the Seal and for an imprint
thereof to be kept at the registered office.  Except as otherwise
expressly provided herein the Seal when affixed to any written instrument shall
be witnessed and attested to by the signature of any one director or other
person so authorised from time to time by Resolution of
Directors.  Such authorisation may be before or after the Seal is
affixed, may be general or specific and may refer to any number of
sealings.  The directors may provide for a facsimile of the Seal and
of the signature of any director or authorised person which may be reproduced by
printing or other means on any instrument and it shall have the same force and
validity as if the Seal had been affixed to such instrument and the same had
been attested to as hereinbefore described.

       

      
        
          
          

        

        
          - 25
-

          
            

          

        

        
          
          

        

      

       

      
        	
                19

              	
                DISTRIBUTIONS
      BY WAY OF DIVIDEND

              


      

       

      
        	
                19.1

              	
                The
      directors of the Company may, by Resolution of Directors, authorise a
      Distribution by way of dividend at a time and of an amount they think fit
      if they are satisfied, on reasonable grounds, that, immediately after the
      Distribution, the value of the Company’s assets will exceed its
      liabilities and the Company will be able to pay its debts as they fall
      due.

              


      

       

      
        	
                19.2

              	
                Dividends
      may be paid in money, shares, or other
property.

              


      

       

      
        	
                19.3

              	
                Notice
      of any dividend that may have been declared shall be given to each
      Shareholder as specified in Sub-Regulation 22 and all dividends unclaimed
      for 3 years after having been declared may be forfeited by Resolution of
      Directors for the benefit of the
Company.

              


      

       

      
        	
                19.4

              	
                No
      dividend shall bear interest as against the Company and no dividend shall
      be paid on Treasury Shares.

              


      

       

      
        	
                20

              	
                ACCOUNTS
      AND AUDIT

              


      

       

      
        	
                20.1

              	
                The
      Company shall keep records that are sufficient to show and explain the
      Company’s transactions and that will, at any time, enable the financial
      position of the Company to be determined with reasonable
      accuracy.

              


      

       

      
        	
                20.2

              	
                The
      Company may by Resolution of Shareholders call for the directors to
      prepare periodically and make available a profit and loss account and a
      balance sheet.  The profit and loss account and balance sheet
      shall be drawn up so as to give respectively a true and fair view of the
      profit and loss of the Company for a financial period and a true and fair
      view of the assets and liabilities of the Company as at the end of a
      financial period.

              


      

       

      
        	
                20.3

              	
                The
      first auditors shall be appointed by Resolution of Directors; subsequent
      auditors shall be appointed by Resolution of Shareholders or by Resolution
      of Directors.

              


      

       

      
        	
                20.4

              	
                The
      auditors may be Shareholders, but no director or other officer shall be
      eligible to be an auditor of the Company during their continuance in
      office.

              


      

       

      
        	
                20.5

              	
                The
      remuneration of the auditors of the Company may be fixed by Resolution of
      Directors.

              


      

       

      
        	
                20.6

              	
                The
      auditors shall examine each profit and loss account and balance sheet
      required to be laid before a meeting of the Shareholders or otherwise
      given to Shareholders and shall state in a written report whether or
      not:

              


      

       

      
        
          	
                	
                  (a)

                	
                  in their opinion the profit and
      loss account and balance sheet give a true and fair view respectively of
      the profit and loss for the period covered by the accounts, and of the
      assets and liabilities of the Company at the end of that period;
      and

                


        

      

       

      
        
          	
                	
                  (b)

                	
                  all the information and
      explanations required by the auditors have been
      obtained.

                


        

      

       

      
        	
                20.7

              	
                The
      report of the auditors shall be annexed to the accounts and shall be read
      at the meeting of Shareholders at which the accounts are laid before the
      Company or shall be otherwise given to the
  Shareholders.

              


      

       

      
        
          
          

        

        
          - 26
-

          
            

          

        

        
          
          

        

      

       

      
        	
                20.8

              	
                Every
      auditor of the Company shall have a right of access at all times to the
      books of account and vouchers of the Company, and shall be entitled to
      require from the directors and officers of the Company such information
      and explanations as he thinks necessary for the performance of the duties
      of the auditors.

              


      

       

      
        	
                20.9

              	
                The
      auditors of the Company shall be entitled to receive notice of, and to
      attend any meetings of Shareholders at which the Company’s profit and loss
      account and balance sheet are to be
presented.

              


      

       

      
        	
                21

              	
                NOTICES

              


      

       

      
        	
                21.1

              	
                Any
      notice, information or written statement to be given by the Company to
      Shareholders may be given by personal service or by mail addressed to each
      Shareholder at the address shown in the register of
    members.

              


      

       

      
        	
                21.2

              	
                Any
      summons, notice, order, document, process, information or written
      statement to be served on the Company may be served by leaving it, or by
      sending it by registered mail addressed to the Company, at its registered
      office, or by leaving it with, or by sending it by registered mail to, the
      registered agent of the Company.

              


      

       

      
        	
                21.3

              	
                Service
      of any summons, notice, order, document, process, information or written
      statement to be served on the Company may be proved by showing that the
      summons, notice, order, document, process, information or written
      statement was delivered to the registered office or the registered agent
      of the Company or that it was mailed in such time as to admit to its being
      delivered to the registered office or the registered agent of the Company
      in the normal course of delivery within the period prescribed for service
      and was correctly addressed and the postage was
  prepaid.

              


      

       

      
        	
                22

              	
                VOLUNTARY
      LIQUIDATION

              


      

       

      The
Company may by Resolution of Shareholders or by Resolution of Directors appoint
a voluntary liquidator.

       

      
        	
                23

              	
                CONTINUATION

              


      

       

      The
Company may by Resolution of Shareholders or by a resolution passed unanimously
by all directors of the Company continue as a company incorporated under the
laws of a jurisdiction outside the British Virgin Islands in the manner provided
under those laws.

       

      
        	
                24

              	
                DISCLOSURE
      OF INTEREST IN SHARES AND FAILURE TO
DISCLOSE

              


      

       

      
        	
                24.1

              	
                Subject
      to any requirement under the Act, the provisions of Chapter 5 of the
      Disclosure and Transparency Rules which relate to the requirement of
      persons to disclose their interests in shares, shall apply to the Company
      as if its Home State (as defined in such rules) was the United Kingdom and
      such rules shall be deemed to be incorporated into these Regulations and
      shall bind the Company and the Shareholders (other than the
      Depository).

              


      

       

      
        	
                24.2

              	
                Subject
      to any requirement under the Act, the provisions of section 793 of the UK
      CA 2006 shall be deemed to be incorporated into these Regulations and
      shall bind the Company and the Shareholders and references in such section
      to “a public company” shall be deemed to be references to the
      Company.

              


      

       

      
        	
                24.3

              	
                Where
      notice is served by the Company under section 793 of the UK CA 2006 (a
      “section 793
      notice”) on a Shareholder, or another person whom the Company knows
      or has reasonable cause to believe to be interested in shares held by that
      Shareholder, and the Shareholder or other person has failed in relation to
      any shares (the “default
      shares”, which expression includes any shares issued to such
      Shareholder after the date of the section 793 notice in respect of those
      shares) to give the Company the information required within 14 days
      following the date of service of the section 793 notice, the Board may
      serve on the holder of such default shares a notice (a "disenfranchisement
      notice") whereupon the following sanctions apply, unless the Board
      otherwise decides:

              


      

       

      
        
          
          

        

        
          - 27
-

          
            

          

        

        
          
          

        

      

       

      
        
          	
                	
                  24.3.1

                	
                  the
      Shareholder shall not be entitled in respect of the default shares to be
      present or to vote (either in person or by proxy) at a General Meeting or
      at a separate meeting of the holders of a class of shares or on a poll or
      to exercise other rights conferred by membership in relation to the
      meeting or poll; and

                


        

      

       

      
        
          
            	
                  	
                    24.3.2

                  	
                    where
      the default shares represent at least 0.25 per cent in nominal value of
      the issued shares of their class (calculated exclusive of any shares held
      as Treasury Shares):

                  


          

        

      

       

      
        	
                 
      

              	
                (a)

              	
                a
      dividend (or any part of a dividend) or other amount payable in respect of
      the default shares shall be withheld by the Company, which has no
      obligation to pay interest on it;
and

              


      

       

      
        	
              	
                (b)

              	
                no
      transfer of any of the default shares shall be registered
      unless:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                the
      transfer is an excepted transfer;
or

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                the
      Shareholder is not himself in default in supplying the information
      required and the Shareholder proves to the satisfaction of the Board that
      no person in default in supplying the information required is interested
      in any of the shares the subject of the transfer;
  or

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                registration
      of the transfer is required by any Relevant
  System,

              


      

       

      (and, for
the purpose of ensuring this Regulation 24.3.2(b) can apply to all shares held
by the holder, the Company may, in accordance with the regulations of any
Relevant System, issue written notification to the operator of the Relevant
System requiring the conversion into certificated form of any shares held by the
holder in uncertificated form).

       

      
        	
                25

              	
                REMOVAL
      OF SANCTIONS

              


      

       

      The
sanctions under Regulation 24 shall cease to apply seven days after the receipt
by the Company of:

       

      
        	
                25.1

              	
                notice
      of registration of an excepted transfer, in relation to the default shares
      the subject of the excepted transfer;
and

              


      

       

      
        	
                25.2

              	
                all
      information required by the section 793 notice, in a form satisfactory to
      the Board, in relation to any default
shares.

              


      

       

      
        	
                26

              	
                NOTICE
      TO PERSON OTHER THAN A SHAREHOLDER

              


      

       

      Where, on
the basis of information obtained from a Shareholder in respect of a share held
by him, the Company issues a section 793 notice to another person, it shall at
the same time send a copy of the section 793 notice to the Shareholder, but the
accidental omission to do so, or the non-receipt by the Shareholder of the copy,
does not invalidate or otherwise affect the application of Regulation
25.

       

      
        	
                27

              	
                INTEREST
      IN SHARES, FAILURE TO GIVE INFORMATION AND EXCEPTED
    TRANSFERS

              


      

       

      
        	
                27.1

              	
                For
      the purpose of Regulations 24 to
26:

              


      

       

      
        
          	
                	
                  27.1.1

                	
                  “interested” has the same
      meaning as in Part 22 of the UK CA
2006;

                


        

      

       

      
        
          
          

        

        
          - 28
-

          
            

          

        

        
          
          

        

      

       

      
        
          	
                	
                  27.1.2

                	
                  reference
      to a person having failed to give the Company the information required by
      a section 793 notice, or being in default in supplying such information,
      includes:

                


        

      

       

      
        	
                 
      

              	
                (a)

              	
                reference
      to his having failed or refused to give all or any part of it;
      and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                reference
      to his having given information which he knows to be false in a material
      particular or having recklessly given information which is false in a
      material particular; and

              


      

       

      
        	
              	
                27.1.3

              	
                “excepted transfer”
      means, in relation to shares held by a
  Shareholder:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                a
      transfer pursuant to acceptance of a takeover offer for the Company
      (within the meaning of section 428(1) of the UK Companies Act or section
      974 of the UK CA 2006, whichever is in force at the relevant date);
      or

              


      

       

      
        	
                 
      

              	
                (b)

              	
                a
      transfer where the Directors are satisfied that the transfer is made
      pursuant to a bona fide sale of the whole of the beneficial ownership of
      the shares to a party unconnected with the member or with any person
      appearing to be interested in such shares including any such sale made
      through a recognised investment exchange (as defined in the Financial
      Services and Markets Act 2000) (being a statute in force in the UK as may
      be amended or re-enacted from time to time) or another stock exchange
      outside the United Kingdom on which shares in the capital of the Company
      are normally traded.  For the purposes of this sub-paragraph any
      associate (as that term is defined in Section 435 of the UK Insolvency Act
      1986) shall be included amongst the persons who are connected with the
      member or any person appearing to be interested in such
      shares.

              


      

       

      
        	
                27.2

              	
                Regulations
      24 to 27 are in addition to and without prejudice to the BVI Companies
      Act.

              


      

       

       

      Signed
for HARNEYS CORPORATE SERVICES LIMITED of Craigmuir Chambers, Road Town,
Tortola, British Virgin Islands for the purpose of incorporating a BVI Business
Company under the laws of the British Virgin Islands on 17 March
2006:

       

       

      Incorporator

       

      Sgd:
Andrew Swapp

      
        
          

        

      

      Andrew
Swapp

      Authorised
Signatory

      HARNEYS
CORPORATE SERVICES LIMITED

       

      
        
          
          

        

        
          - 29
-