Sundart : COMPANY INFORMATION SHEET

COMPANY INFORMATION SHEET

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Company name (stock code): SUNDART HOLDINGS LIMITED 承達集團有限公司 (1568)

Stock short name: SUNDART HLDGS

This information sheet is provided for the purpose of giving information to the public about SUNDART HOLDINGS LIMITED 承達集團有限公司 (the "Company") as at the date hereof. This information sheet does not purport to be a complete summary of the information about the Company and/or its securities.

Unless the context requires otherwise, capitalised terms used herein shall have the meanings given to them in the Company's prospectus (the "Prospectus") dated 11 December 2015 and, if any, references to sections of the Prospectus shall be construed accordingly.

Responsibility statement

The directors of the Company (the "Directors") as at the date hereof hereby collectively and individually accept full responsibility for the accuracy of the information contained in this information sheet and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief the information is accurate and complete in all material respects and not misleading or deceptive and that there are no other matters the omission of which would make any information inaccurate or misleading.

The Directors also collectively and individually undertake to publish this information sheet on a yearly basis, when the Company publishes its annual report, this information sheet reflecting, if applicable, the changes made to the last publication.

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1. SUMMARY OF FOREIGN LAWS AND REGULATIONS

Our Company is incorporated in the British Virgin Islands ("BVI") subject to the BVI Companies Act and, therefore, operates subject to BVI law. Set out below is a summary of certain provisions of BVI company law, although this does not purport to contain all applicable qualifications and exceptions or to be a complete review of all matters of BVI company law and taxation, which may differ from equivalent provisions in jurisdictions with which interested parties may be more familiar:

1. Company operations

As a business company, our Company has irrespective of corporate benefit, full capacity to carry on or undertake any business or activity, do any act or enter into any transaction and for the purposes of the foregoing, full rights, powers and privileges.

Our Company must have at all times a registered agent in the BVI. Registered agents must be licensed under either the Company Management Act 1990 or the Banks and Trust Companies Act 1990. A register of licensed registered agents is maintained by the Registrar.

1. Share capital

The BVI Companies Act provides that, subject to the memorandum and articles of association of a company, a share may be issued with or without a par value. Where a company issues shares with par value, the consideration for a share shall not be less than the par value of the share. 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.

Subject to the memorandum and articles of association of a company, its directors have the power to issue shares of the company from time to time. The memorandum of association of a business company limited by shares must set out

1. either the maximum number of shares the company is authorised to issue or state that the company is authorised to issue an unlimited number of shares, and (ii) the classes of shares that the company is authorised to issue, and if the company is authorised to issue two or more classes, the rights, privileges, restrictions and conditions attaching to each class of shares. Subject to the BVI Companies Act and to the company's memorandum or articles, shares may be issued, and options to acquire shares in a company granted, at such times, to such persons, for such consideration and on such terms as the directors may determine.

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The issue by a company of a share that (i) increases a liability of a person, or

1. imposes a new liability on a person to the company, is void if that person, or an authorised agent of that person, does not agree in writing to becoming the holder of that share. A share is deemed issued when the name of the shareholder is entered in the company's register of members.

A company may, subject to its memorandum and articles of association, (a) divide its shares, including issued shares, into a larger number of shares; or (b) combine its shares, including issued shares, into a smaller number of shares. A division or combination of shares, including issued shares, of a class or series shall be for a larger or smaller number, as the case may be, of shares in the same class or series. Where shares are divided or combined, the aggregate par value of the new shares must be equal to the aggregate par value of the original shares. A company shall not divide its shares if it would cause the maximum number of shares that the company is authorised to issue by its memorandum to be exceeded.

1. Financial assistance to purchase shares of a company or its holding company

There is no statutory restriction in the BVI on the provision of financial assistance by a BVI business company limited by shares to another person for the purchase of, or subscription for, its own or its holding company's shares. Accordingly, a BVI business company limited by shares may provide financial assistance in connection with the purchase of its own or its holding company's shares if the directors of the company consider that such assistance can properly be given. In making such determination, the directors shall exercise their powers as directors for a proper purpose and shall not act, or agree to the company acting, in a manner that contravenes the BVI Companies Act or the memorandum or articles of association of the company.

1. Purchase of shares and warrants by a company and its subsidiaries

A BVI business company may, purchase, redeem or otherwise acquire its own shares in accordance with the provisions of the BVI Companies Act or such other provisions for the purchase, redemption or acquisition as may be specified in the memorandum or articles of association of the company.

A company may not purchase, redeem or otherwise acquire its own shares without the consent of the member whose shares are to be purchased, redeemed or otherwise acquired, unless the company is permitted by the BVI Companies Act or any provision of its memorandum or articles of association to purchase, redeem or otherwise acquire the shares without that consent.

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No purchase, redemption or other acquisition may be made unless the directors are satisfied on reasonable grounds, that the company will, immediately after the purchase, redemption or acquisition, satisfy the solvency test. A company satisfies the solvency test if (i) the value of the company's assets exceeds its liability, and (ii) the company is able to pay its debts as they fall due. The BVI Companies Act provides for certain situations where this solvency test is not mandatory prior to purchase, redemption or acquisition. These are where: (a) the company redeems the shares under and in accordance with section 62 of the BVI Companies Act; (b) the company redeems the shares pursuant to a right of a shareholder to have his shares redeemed or to have his shares exchanged for money or other property of the company; (c) the company purchases, redeems or otherwise acquires the share or shares by virtue of the provisions of section 179 of the BVI Companies Act in relation to the rights of dissenters under a redemption of minority shareholders, merger, consolidation, a disposition of assets, a compulsory redemption or an arrangement; or (d) the company acquires its own fully paid shares pursuant to a surrender of such shares by the person holding the shares.

Shares that are purchased, redeemed or otherwise acquired may be cancelled or held as treasury shares. A company may hold shares that have been purchased, redeemed or otherwise acquired as treasury shares if (i) the memorandum or articles of association of the company do not prohibit it from holding treasury shares, (ii) the directors resolve that shares to be purchased, redeemed or otherwise acquired shall be held as treasury shares, and (iii) the number of shares purchased, redeemed or otherwise acquired, when aggregated with shares of the same class already held by the company as treasury shares, does not exceed 50% of the shares of that class previously issued by the company, excluding shares that have been cancelled. All the rights and obligations attaching to a treasury share are suspended and shall not be exercised by or against the company while it holds the share as a treasury share.

Under BVI law, a subsidiary may acquire and hold shares in its holding company.

A company is not prohibited from purchasing and may purchase its own warrants subject to and in accordance with the terms and conditions of the relevant warrant instrument or certificate. There is no requirement under BVI law that a company's memorandum of association or its articles of association contain a specific provision enabling such purchases.

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1. Dividends and distributions

Subject to the BVI Companies Act and its memorandum and articles of association, the directors of the company may by resolution, authorise a distribution or dividend by the company to its members if the directors are satisfied, on reasonable grounds, that immediately after the distribution or dividend

1. the company will be able to pay its debts as they fall due, and (b) the value of the company's assets exceeds its liabilities.

A distribution or dividend made to a member at a time when the company did not, immediately after the distribution, satisfy the aforesaid solvency test may be recovered by the company from the member unless (a) the member received the distribution in good faith and without knowledge of the company's failure to satisfy the solvency test, (b) the member has altered his position in reliance on the validity of the distribution, and (c) it would be unfair to require repayment in full or at all.

If, after a distribution or dividend is authorised and before it is made, the directors cease to be satisfied on reasonable grounds that the company will, immediately after the distribution is made, satisfy the solvency test, any distribution or dividend made by the company is deemed not to have been authorised. A director who (a) ceased, after authorisation but before the making of the distribution, to be satisfied on reasonable grounds for believing that the company would satisfy the solvency test immediately after the distribution is made and (b) failed to take reasonable steps to prevent the distribution being made, is personally liable to the company to repay to the company so much of the distribution as is not able to be recovered from members.

1. Protection of minorities and shareholders' suits

The BVI Companies Act contains various mechanism to protect minority shareholders, including:

1. Restraining or Compliance Orders: if a company or a director of a company engages in, proposes to engage in or has engaged in, conduct that contravenes the BVI Companies Act or the company's memorandum and articles of association, the court may, on the application of a member or a director of the company, make an order directing the company or its director to comply with, or restraining the company or director from engaging in conduct that contravenes, the BVI Companies Act or the company's memorandum and articles of association;

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1. Derivative Actions: the court may, on the application of a member of a company, grant leave to that member to:
2. 1. bring proceedings in the name and on behalf of that company; or
   2. intervene in proceedings to which the company is a party for the purpose of continuing, defending or discontinuing the proceedings on behalf of the company; and

1. Unfair Prejudice Remedies: a member of a company who considers that the affairs of the company have been, are being or are likely to be, conducted in a manner that is, or any acts of the company have been, or are, likely to be oppressive, unfairly discriminatory, or unfairly prejudicial to him, may apply to the court for an order and, if the court considers that it is just and equitable to do so, it may make such order as it thinks fit, including, without limitation, one or more of the following orders:
2. 1. in the case of a shareholder, requiring the company or any other person to acquire the shareholder's shares;
   2. requiring the company or any other person to pay compensation to the member;
   3. regulating the future conduct of the company's affairs;
   4. amending the memorandum or articles of association of the company;
   5. appointing a receiver of the company;
   6. appointing a liquidator of the company under section 159(1) of the Insolvency Act;
   7. directing the rectification of the records of the company; and
   8. setting aside any decision made or action taken by the company or its directors in breach of the BVI Companies Act or the company's memorandum and articles of association.

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1. Personal and Representative Actions: a member is able to bring an action against the company for a breach of a duty owed by the company to member in his capacity as a member. Where a member brings such an action and other members have the same (or substantially the same) action against the company, the court may appoint the first member to represent all or some of the members having the same interest and may make an order:
2. 1. as to the control and conduct of the proceedings;
   2. as to the costs of the proceedings; and
   3. directing the distribution of any amount ordered to be paid by a defendant in the proceedings among the members represented.

The BVI Companies Act provides that any member of a company is entitled to payment of the fair value of his shares upon dissenting from any of the following:

1. a merger, if the company is a constituent company, unless the company is the surviving company and the member continues to hold the same or similar shares;
2. a consolidation, if the company is a constituent company;
3. any sale, transfer, lease, exchange or other disposition of more than 50% of the assets or business of the company if not made in the usual or regular course of the business carried on by the company but not including:
4. 1. a disposition pursuant to an order of the court having jurisdiction in the matter;
   2. a disposition for money on terms requiring all or substantially all net proceeds to be distributed to the members in accordance with their respective interests within one (1) year after the date of disposition; or
   3. a transfer pursuant to the power of the directors to transfer assets for the protection thereof;
5. a redemption of 10% or less of the issued shares of the company required by the holders of 90% or more of the shares of the company pursuant to the terms of the BVI Companies Act; and
6. an arrangement, if permitted by the court.

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Generally any other claims against a company by its shareholders must be based on the general laws of contract or tort applicable in the BVI or their individual rights as shareholders as established by the company's memorandum and articles of association.

1. Disposal of assets

The BVI Companies Act provides that, subject the memorandum or articles of association of a company, any sale, transfer, lease, exchange or other disposition, other than a mortgage, charge or other encumbrance or the enforcement thereof, of more than 50 percent in value of the assets of the company (other than a transfer pursuant to a power described in section 28(3) of the BVI Companies Act), if not made in the usual or regular course of the business carried on by the company, must be approved by a resolution of members and in the manner provided in section 175 of the BVI Companies Act. The BVI Companies Act contains no other specific restrictions on the power of directors to dispose of assets of a company.

1. Accounting and auditing requirements

A BVI business company is required to keep records that (a) are sufficient to show and explain the company's transactions; and (b) will, at any time, enable the financial position of the company to be determined with reasonable accuracy.

There are no provisions in the BVI Companies Act for either an annual audit or for the appointment of auditors. There are also no provisions in the BVI Companies Act requiring a business company to set a date as its financial year end.

1. Exchange control
   There are no exchange control regulations or currency restrictions in the BVI.
2. Taxation

A company incorporated under the BVI Companies Act is exempt from all provisions of the Income Tax Act (as amended) of the BVI (including with respect to all dividends, interests, rents, royalties, compensation and other amounts payable by the company to persons who are not persons resident in the BVI).

Capital gains realised with respect to any shares, debt obligations or other securities of a company by persons who are not persons resident in the BVI are also exempt from all provisions of the Income Tax Act of the BVI. The Payroll Taxes Act, 2004 does not apply to a BVI business company except to the extent that the company has employees (and deemed employees) rendering services to the company wholly or mainly in the BVI.

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No estate, inheritance, succession or gift tax, rate, duty, levy or other charge is payable by persons who are not persons resident in the BVI with respect to any shares, debt obligations or other securities of the company, save for interest payable to or for the benefit of an individual resident in the European Union.

1. Stamp duty on transfers

No stamp duty is payable in the BVI on a transfer of shares, debt obligations or other securities in a BVI business company which is not a land owning company. A company is a land owning company if it, or any of its subsidiaries, has an interest in any land in the BVI.

1. Loans to directors

There is no express provision in the BVI Companies Act prohibiting the making of loans by a company to any of its directors.

(m) Inspection of corporate records

Members of the general public, on a payment of a nominal fee, can inspect the public records of a company available at the office of the Registrar which will include, inter alia, the company's certificate of incorporation, its memorandum and articles of association (with any amendments) and the records of licence fees paid to date.

A director may, on giving reasonable notice, inspect (and make copies of) the documents and records of a company without charge and at a reasonable time specified by the director.

A member of a company may, on giving written notice to a company, inspect the company's memorandum and articles of association, the register of members, the register of directors and the minutes of meetings and resolutions of members and of those classes of members of which he is a member.

Subject to any provision to the contrary in the company's memorandum and articles of association, the directors may, if they are satisfied that it would be contrary to the company's interests to allow a member to inspect any document, or part of a document, refuse to permit the member to inspect the document or limit the inspection of the document, including limiting the making of copies or the taking of extracts from the records. The directors shall, as soon as reasonably practicable, notify a member of any exercise of such powers. Where a company fails or refuses to permit a member to inspect a document or permits a member to inspect a document subject to limitations, that member may apply to the BVI court for an order that he should be permitted to inspect the document or to inspect the document without limitation.

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A company shall keep minutes of all meetings of directors, members, committees of directors and committees of members and copies of all resolutions consented to by directors, members, committees of directors and committees of members. The books, records and minutes required by the BVI Companies Act shall be kept at the office of the BVI registered agent of the company or at such other place as the directors determine.

1. Register of members

A company is required to keep a register of members containing, inter alia, the names and addresses of the persons who hold registered shares in the company, the number of each class and series of registered shares held by each shareholder, the date on which the name of each member was entered in the register of members and the date on which any person ceased to be a member. The register of members may be in any 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 and a copy of the share register commencing from the date of registration of the company shall be kept at the registered office of the company. The entry of the name of a person in the register of members as a holder of a share in a company is prima facie evidence that legal title in the shares vests in that person.

Where a company keeps a copy of the register of members at its registered office, it shall within 15 days of any change in the register, notify the BVI registered agent of the company, in writing, of the change, and provide the BVI registered agent of the company with a written record of the physical address of the place or places at which the original register of members is kept.

1. Register of Directors and Officers

A company is required to keep a register to be known as a register of directors containing, inter alia, the names and addresses of the persons who are directors and the date on which each person whose name is entered on the register was appointed and ceased to be a director. The register of directors may be in such form as the directors 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. A copy of the register of directors must be kept at the registered office and the register is prima facie evidence of any matters directed or authorised by the BVI Companies Act to be contained therein.

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A company shall file for registration by the Registrar a copy of its register of directors, and shall file any changes occurring in the register of directors by filing a copy of the register containing the changes. A copy of the register of directors filed with the Registrar shall not, unless the company elects otherwise, be made available to any person except on an order of the court, or on a written request by a competent authority:

1. 1. acting in the exercise of its powers as a regulator of financial services business, tax administrator or law enforcement agency; or
   2. for the purposes of dealing with a matter for which it has authority under an enactment, including pursuant to its obligations to a mutual legal assistance request received or made or to be made by it.
2. Winding up

The court has authority under the Insolvency Act of the BVI to order winding up in a number of specified circumstances including where it is, in the opinion of the court, just and equitable to do so.

A company may enter into voluntary liquidation under the BVI Companies Act if it has no liabilities or is able to pay its debts as they fall due and the value of its assets equals or exceeds its liabilities. Where it is proposed to appoint a voluntary liquidator, the directors of the company must:

1. make a declaration of solvency in the approved form stating that, in their opinion, the company is and will continue to be able to discharge, pay or provide for its debts as they fall due; and the value of the company's assets equals or exceeds its liabilities; and
2. approve a liquidation plan specifying:
3. 1. the reasons for the liquidation of the company;
   2. their estimate of the time required to liquidate the company;
   3. whether the liquidator is authorised to carry on the business of the company if he determines that to do so would be necessary or in the best interests of the creditors or members of the company;
   4. the name and address of each individual to be appointed as liquidator and the remuneration proposed to be paid to each liquidator; and

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1. whether the liquidator is required to send to all members a statement of account prepared or caused to be prepared by the liquidator in respect of his actions or transactions.

Subject to certain exceptions in the BVI Companies Act, a declaration of solvency is insufficient for the purposes of voluntary liquidation unless:

1. it is made on a date no more than four weeks earlier than the date of the resolution to appoint a voluntary liquidator; and
2. it has attached to it a statement of the company's assets and liabilities as at the latest practical date before the making of the declaration.

To be effective, a liquidation plan must be approved by the directors no more than six weeks prior to the date of the resolution to appoint a voluntary liquidator.

A director making a declaration of solvency without having reasonable grounds for the opinion that the company is and will continue to be able to discharge, pay or provide for its debts in full as they fall due, commits an offence and is liable on summary conviction to a fine of $10,000.

Subject to the provisions of the BVI Companies Act, a voluntary liquidator or two or more joint voluntary liquidators may be appointed in respect of a company:

1. 1. by a resolution of the directors; or
   2. by a resolution of the members.
2. Reconstructions

There are statutory provisions which facilitate arrangements which involve a plan of arrangement being approved by a resolution of directors of the company and application being made to the court for approval of the proposed arrangement. Upon approval by the court, the directors of the company are required to approve the plan of arrangement as approved by the court whether or not the court has directed any amendments to be made thereto and give notice to the persons whom the court requires notice to be given or submit the plan of arrangement to those person for such approval, if any, as the court order requires.

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1. Compulsory acquisition

Subject to the memorandum or articles of association of a company, members of the company holding 90 per cent of the votes of the outstanding shares entitled to vote, and members of the company holding 90 per cent of the votes of the outstanding shares of each class of shares entitled to vote as a class, may give a written instruction to the company directing the company to redeem the shares held by the remaining members. Upon receipt of the written instruction, the company shall redeem the shares specified in the written instruction irrespective of whether or not the shares are by their terms redeemable. The company shall give written notice to each member whose shares are to be redeemed stating the redemption price and the manner in which the redemption is to be effected.

1. Indemnification

BVI law does not limit the extent to which a company's articles of association may provide for indemnification of directors, officers and any other person, except to the extent any such provision may be held by the court to be contrary to public policy (e.g. for purporting to provide indemnification against the consequences of committing a crime.) provided that the indemnified person acted honestly and in good faith and in what he believed to be in the best interests of the company and, in the case of criminal proceedings, the person had no reasonable cause to believe that his conduct was unlawful.

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1. SUMMARY OF OUR MEMORANDUM AND ARTICLES OF ASSOCIATION

Our Company was incorporated in the British Virgin Islands on 21 May 2001 as an International Business Company, governed by the International Business Companies Act (Cap 291), and was automatically re-registered as a BVI Business Company with limited liability on 1 January 2007 under the BVI Business Companies Act, as amended (the "BVI Companies Act"). Our Company gave notice to disapply Part IV of Schedule 2 of the BVI Business Companies Act on 11 August 2015.

1. MEMORANDUM OF ASSOCIATION
2. 1. The Memorandum states, inter alia, that subject to the BVI Companies Act and any other British Virgin Islands legislation, our Company has, irrespective of corporate benefit:
   2. 1. full capacity to carry on or undertake any business or activity, do any act or enter into any transaction; and
      2. for the purposes of paragraph (a), full rights, powers and privileges.
   3. The Memorandum states, inter alia, that the liability of members of our Company is limited to the amount, if any, for the time being unpaid on the shares of our Company respectively held by them.
   4. Our Company is authorised by the Memorandum to issue an unlimited number of shares with no par value.
3. ARTICLES OF ASSOCIATION
4. 1. Directors

1. Power to allot and issue shares and warrants

Subject to the provisions of the BVI Companies Act and the Articles and to any special rights conferred on the holders of any shares or class of shares, any share may be issued with or have attached thereto such rights, or such restrictions, whether with regard to dividend, voting, return of capital, or otherwise, as our Company may by an amendment to the Memorandum determine. Subject to the BVI Companies Act, the Memorandum and the Articles, any share may be issued on terms that, at the option of our Company or the holder thereof, they are liable to be redeemed.

The board may issue warrants conferring the right upon the holders thereof to subscribe for any class of shares or securities in the capital of our Company on such terms as it may from time to time determine.

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Subject to the provisions of the BVI Companies Act and the Articles, where applicable, the rules of the Designated Stock Exchange, and any direction that may be given by our Company in general meeting and without prejudice to any special rights or restrictions for the time being attached to any shares or any class of shares, all unissued shares in our Company shall be at the disposal of the board, which may offer, allot, grant options over or otherwise dispose of them to such persons, at such times, for such consideration and on such terms and conditions as it in its absolute discretion thinks fit, but so that where our Company has shares that carry a par value, no shares shall be issued at a discount.

Neither our Company nor the board shall be obliged, when making or granting any allotment of, offer of, option over or disposal of shares, to make, or make available, any such allotment, offer, option or shares to members or others with registered addresses in any particular territory or territories being a territory or territories where, in the absence of a registration statement or other special formalities, this would or might, in the opinion of the board, be unlawful or impracticable. Members affected as a result of the foregoing sentence shall not be, or be deemed to be, a separate class of members for any purpose whatsoever.

1. Power to dispose of the assets of our Company or any subsidiary

Our Directors may sell, transfer, secure, exchange or otherwise dispose of the assets of our Company without authorisation by the members. Our Directors may also exercise all powers and do all acts and things which may be exercised or done or approved by our Company and which are not required by the Articles or the BVI Companies Act to be exercised or done by our Company in general meeting.

(iii) Compensation or payments for loss of office

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

(iv) Loans and provision of security for loans to Directors

There are provisions in the Articles prohibiting the making of loans to Directors.

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1. Disclosure of interests in contracts with our Company or any of its subsidiaries

A Director may hold any other office or place of profit with our Company (except that of the auditors of our Company) in conjunction with his office of Director for such period and, subject to the Articles, upon such terms as the board may determine, and may be paid such extra remuneration therefor (whether by way of salary, commission, participation in profits or otherwise) in addition to any remuneration provided for by or pursuant to any other Articles. A Director may be or become a director or other officer of, or otherwise interested in, any company promoted by our Company or any other company in which our Company may be interested, and shall not be liable to account to our Company or the members for any remuneration, profits or other benefits received by him as a director, officer or member of, or from his interest in, such other company.

Subject as otherwise provided by the Articles, the board may also cause the voting power conferred by the shares in any other company held or owned by our Company to be exercised in such manner in all respects as it thinks fit, including the exercise thereof in favour of any resolution appointing our Directors or any of them to be directors or officers of such other company, or voting or providing for the payment of remuneration to the directors or officers of such other company.

Subject to the BVI Companies Act and the Articles, no Director or proposed or intended Director shall be disqualified by his office from contracting with our Company, either with regard to his tenure of any office or place of profit or as vendor, purchaser or in any other manner whatsoever, nor shall any such contract or any other contract or arrangement in which any Director is in any way interested be liable to be avoided, nor shall any Director so contracting or being so interested be liable to account to our Company or the members for any remuneration, profit or other benefits realised by any such contract or arrangement by reason of such Director holding that office or the fiduciary relationship thereby established. A Director who to his knowledge is in any way, whether directly or indirectly, interested in a contract or arrangement or proposed contract or arrangement with our Company shall declare the nature of his interest at the meeting of the board at which the question of entering into the contract or arrangement is first taken into consideration, if he knows his interest then exists, or in any other case, at the first meeting of the board after he knows that he is or has become so interested.

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A Director shall not vote (nor be counted in the quorum) on any resolution of the board in respect of any contract or arrangement or other proposal in which he or any of his close associates has a material interest but this prohibition shall not apply to any of the following matters, namely:

1. any contract, transaction, arrangement or proposal for giving of any security or indemnity to the Director or his close associate(s) in respect of money lent or obligations incurred or undertaken by him at the request of or for the benefit of our Company or any of its subsidiaries;
2. any contract, transaction, arrangement or proposal for the giving by our Company of any security or indemnity to a third party in respect of a debt or obligation of our Company or any of its subsidiaries for which the Director or his close associate(s) has himself/themselves assumed responsibility in whole or in part whether alone or jointly under a guarantee or indemnity or by the giving of security;
3. any contract, transaction, arrangement or proposal concerning an offer of shares or debentures or other securities of or by our Company or any other company which our Company may promote or be interested in for subscription or purchase, where the Director or his close associate(s) is/are or is/are to be interested as a participant in the underwriting or sub-underwriting of the offer;
4. any contract, transaction, arrangement or proposal in which the Director or his close associate(s) is/are interested in the same manner as other holders of shares or debentures or other securities of our Company or any of its subsidiaries by virtue only of his interest in shares or debentures or other securities of our Company; or
5. any proposal concerning the adoption, modification or operation of a share option scheme under which the Director or his close associate(s) may benefit, a pension fund or retirement, death, or disability benefits scheme or other arrangement which relates both to Directors, their close associates and employees of our Company or of any of its subsidiaries and does not provide in respect of any Director, or his close associate(s), as such any privilege or advantage not accorded to the employees to which such scheme or fund relates.

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(vi) Remuneration

The ordinary remuneration of our Directors shall from time to time be determined by our Company in general meeting and shall (unless otherwise directed by the resolution by which it is voted) be divided amongst the board in such proportions and in such manner as the board may agree or, failing agreement, equally, except that any Director who shall hold office for part only of the period in respect of which such remuneration is payable shall be entitled only to rank in such division for a proportion of remuneration related to the period during which he has held office. Such remuneration shall be deemed to accrue from day to day.

Our Directors shall also be entitled to be prepaid or repaid all travelling, hotel and incidental expenses reasonably expected to be incurred or incurred by them in attending any board meetings, committee meetings or general meetings or separate meetings of any class of shares or of debentures of our Company or otherwise in connection with the discharge of their duties as Directors.

Any Director who, by request, goes or resides abroad for any purpose of our 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 or in substitution for any ordinary remuneration as a Director. An executive Director appointed to be a managing director, joint managing director, deputy managing director or other executive officer shall receive such remuneration (whether by way of salary, commission or participation in profits or otherwise or by all or any of those modes) and such other benefits (including pension and/or gratuity and/or other benefits on retirement) and allowances as the board may from time to time decide. Such remuneration may be either in addition to or in lieu of his remuneration as a Director.

The board may establish or concur or join with other companies (being subsidiary companies of our Company or companies with which it is associated in business) in establishing and making contributions out of our Company's monies to any schemes or funds for providing pensions, sickness or compassionate allowances, life assurance or other benefits for employees (which expression as used in this and the following paragraph shall include any Director or ex-Director who may hold or have held any executive office or any office of profit with our Company or any of its subsidiaries) and ex- employees of our Company and their dependents or any class or classes of such persons.

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The board may pay, enter into agreements to pay or make grants of revocable or irrevocable, and either subject or not subject to any terms or conditions, pensions or other benefits to employees and ex-employees and their dependents, or to any of such persons, including pensions or benefits additional to those, if any, to which such employees or ex-employees or their dependents are or may become entitled under any such scheme or fund as is mentioned in the previous paragraph. Any such pension or benefit may, as the board considers desirable, be granted to an employee either before and in anticipation of, or upon or at any time after, his actual retirement.

(vii) Retirement, appointment and removal

At each annual general meeting one-third of our Directors for the time being (or, if their number is not a multiple of three (3), the number nearest to but not less than one-third) shall retire from office by rotation provided that every Director shall be subject to retirement at an annual general meeting at least once every three years. Our Directors to retire by rotation shall include (so far as necessary to ascertain the number of directors to retire by rotation) any Director who wishes to retire and not to offer himself for re-election. Any further Directors so to retire shall be those of the other Directors subject to retirement by rotation who have been longest in office since their last re-election or appointment and so that as between persons who became or were last re-elected Directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot. Any Director appointed by the board in the manner set out in the following paragraph shall not be taken into account in determining which particular Directors or the number of Directors who are to retire by rotation. There are no provisions relating to retirement of Directors upon reaching any age limit.

Our Directors shall have the power from time to time and at any time to appoint any person as a Director either to fill a casual vacancy on the board or as an addition to the existing board. Any Director appointed by the board to fill a casual vacancy shall hold office until the first general meeting of members after his appointment and be subject to re-election at such meeting and any Director appointed by the board as an addition to the existing board shall hold office only until the next following annual general meeting of our Company and shall then be eligible for re-election. Neither a Director nor an alternate Director is required to hold any shares in our Company by way of qualification.

The members may, at any general meeting convened and held in accordance with the Articles, by ordinary resolution remove a Director at any time before the expiration of his period of office notwithstanding anything

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to the contrary in these Articles or in any agreement between our Company and such Director (but without prejudice to any claim for damages under any such agreement). Unless otherwise determined by our Company in general meeting, the number of Directors shall not be less than two. There is no maximum number of Directors.

The office or director shall be vacated if the Director:

1. resigns his office by notice in writing delivered to our Company at the registered office of our Company for the time being or tendered at a meeting of the board whereupon the board resolves to accept such resignation;
2. becomes of unsound mind or dies;
3. without special leave of absence from the board, is absent from meetings of the board (unless an alternate director appointed by him attends) for six (6) consecutive months, and his alternate Director, if any, shall not during such period have attended in his stead and the board resolves that his office be vacated;
4. becomes bankrupt or has a receiving order made against him or suspends payment or compounds with his creditors;
5. is prohibited from being a Director by law;
6. ceases to be a Director by virtue of any provision of law or is removed from office pursuant to the Articles.

The board may from time to time appoint one or more of its body to be managing director, joint managing director, or deputy managing director or to hold any other employment or executive office with our Company for such period and upon such terms as the board may determine and the board may revoke or terminate any of such appointments. The board may delegate any of its powers, authorities and discretions to committees consisting of such Director or Directors and other persons as the board thinks fit, and it may from time to time revoke such delegation or revoke the appointment of and discharge any such committees either wholly or in part, and either as to persons or purposes, but every committee so formed shall, in the exercise of the powers, authorities and discretions so delegated, conform to any regulations that may from time to time be imposed upon it by the board.

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(viii) Borrowing powers

The board may exercise all the powers of our Company to raise or borrow money, to mortgage or charge all or any part of the undertaking, property and assets (present and future) and uncalled capital of our Company and, subject to the BVI Companies Act, to issue debentures, bonds and other securities of our Company, whether outright or as collateral security for any debt, liability or obligation of our Company or of any third party.

Note: The rights of our Directors to exercise these powers may only be varied by amending the Articles.

(ix) Proceedings of the Board

The board may meet for the despatch of business, adjourn and otherwise regulate their meetings as they think fit. Questions arising at any meeting shall be determined by a majority of votes. In the case of an equality of votes, the chairman of the meeting shall have an additional or casting vote.

1. Register of Directors and Officers

The Articles provide that our Company will maintain at its registered office a register of directors and officers which is generally not available for inspection by the public.

1. Alterations to constitutional documents

The Articles may be rescinded, altered or amended by our Company in general meeting by special resolution. The Articles state that a special resolution shall be required to alter the provisions of the Memorandum (save for an amendment for purposes of altering the capital as described in (c) below which shall require an ordinary resolution only), to amend the Articles or to change the name of our Company. Under BVI law, an amendment to the Memorandum or Articles has effect from the date that the notice of amendment or restated memorandum or articles of association incorporating the amendment is registered by the BVI Registrar of Corporate Affairs.

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1. Alteration of capital

Our Company may from time to time by ordinary resolution amend the Memorandum to increase or reduce the maximum number of shares that our Company is authorised to issue, or to authorise our Company to issue an unlimited number of shares.

Subject to the Memorandum and these Articles, our Company may by ordinary resolution:

1. combine its shares, including issued shares, into a smaller number of shares; or
2. sub-divideits shares, or any of them, into a greater number of shares,

provided that, where shares are divided or combined, the aggregate par value (if any) of the new shares must be equal to the aggregate par value (if any) of the original shares, and our Company shall not divide its shares if it would cause the maximum number of shares that our Company is authorised to issue to be exceeded.

Our Company may by an amendment to the Memorandum divide its shares into several classes and without prejudice to any special rights previously conferred on the holders of existing shares attach thereto respectively any preferential, deferred, qualified or special rights, privileges, conditions or such restrictions as may be determined by our Company provided always that where our Company issues shares which do not carry voting rights, the words "non-voting" shall appear in the designation of such shares and where the equity capital includes shares with different voting rights, the designation of each class of shares, other than those with the most favourable voting rights, must include the words "restricted voting" or "limited voting".

1. Variation of rights of existing shares or classes of shares

Subject to the BVI Companies Act, all or any of the special rights attached to the shares or any class of shares may (unless otherwise provided for by the terms of issue of that class) be varied, modified or abrogated either with the consent in writing of the holders of not less than three fourths in nominal value or of the total number of the issued shares of that class or with the sanction of a special resolution passed at a separate general meeting of the holders of the shares of that class. To every such separate general meeting the provisions of the Articles relating to general meetings will mutatis mutandis apply, but so that the necessary quorum

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(other than at an adjourned meeting) shall be two persons holding or representing by proxy not less than one third in nominal value or of the total number of the issued shares of that class and at any adjourned meeting two holders present in person or by proxy whatever the number of shares held by them shall be a quorum. Every holder of shares of the class shall be entitled on a poll to one vote for every such share held by him, and any holder of shares of the class present in person or by proxy may demand a poll.

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

1. Special resolution-majority required

Pursuant to the Articles, a special resolution of our Company must be passed by a majority of not less than three-fourths of the votes cast by such members as, being entitled so to do, vote in person or, in the case of such members as are corporations, by their duly authorised representatives or, where proxies are allowed, by proxy at a general meeting of which not less than twenty-one (21) clear days' notice and not less than ten (10) clear business days' notice, specifying the intention to propose the resolution as a special resolution, has been duly given. Provided that, except in the case of an annual general meeting, if it is so agreed by a majority in number of the members having a right to attend and vote at such meeting, being a majority together holding not less than ninety-five (95) per cent. in nominal value of the shares giving that right and, in the case of an annual general meeting, if so agreed by all members entitled to attend and vote thereat, a resolution may be proposed and passed as a special resolution at a meeting of which less than twenty-one (21) clear days' notice and not less than ten (10) clear business days' notice has been given.

An ordinary resolution is defined in the Articles to mean a resolution passed by a simple majority of the votes of such members of our Company as, being entitled to do so, vote in person or, in the case of corporations, by their duly authorised representatives or, where proxies are allowed, by proxy at a general meeting held in accordance with the Articles.

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1. Voting rights

Subject to any special rights or restrictions as to voting for the time being attached to any shares by or in accordance with these Articles, at any general meeting on a poll every Member present in person or by proxy or, in the case of a Member being a corporation, by its duly authorised representative shall have one vote for every fully paid share of which he is the holder but so that no amount paid up or credited as paid up on a share in advance of calls or instalments is treated for the foregoing purposes as paid up on the share. A member entitled to more than one vote need not use all his votes or cast all the votes he uses in the same way.

At any general meeting, a resolution put to the vote of a meeting is to be decided by way of a poll save that the chairman of the meeting may in good faith, allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands in which case every member present in person (or being a corporation, is present by a duly authorised representative), or by proxy(ies) shall have one vote provided that where more than one proxy is appointed by a member which is a clearing house (or its nominee(s)), each such proxy shall have one vote on a show of hands.

If a clearing house (or its nominee(s)), being a corporation, is a Member, it may authorise such persons as it thinks fit to act as its representatives at any meeting of our Company or at any meeting of any class of members provided that, if more than one person is so authorised, the authorisation shall specify the number and class of shares in respect of which each such representative is so authorised. Each person so authorised under the provisions of this Article shall be deemed to have been duly authorised without further evidence of the facts and be entitled to exercise the same rights and powers on behalf of the clearing house (or its nominee(s)) as if such person was the registered holder of the shares of our Company held by the clearing house (or its nominee(s)) including, where a show of hands is allowed, the right to vote individually on a show of hands.

Where our Company has knowledge that any Member is, under the rules of the Designated Stock Exchange, required to abstain from voting on any particular resolution of our Company or restricted to voting only for or only against any particular resolution of our Company, any votes cast by or on behalf of such Member in contravention of such requirement or restriction shall not be counted.

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1. Requirements for annual general meetings

An annual general meeting of our Company shall be held in each year other than the year of our Company's adoption of the Articles (within a period of not more than fifteen (15) months after the holding of the last preceding annual general meeting or not more than eighteen (18) months after the date of adoption of these Articles, unless a longer period would not infringe the rules of the Designated Stock Exchange, if any) at such time and place as may be determined by the board.

1. Accounts and audit

The board shall cause true accounts to be kept of the sums of money received and expended by our Company, and the matters in respect of which such receipt and expenditure take place, and of the property, assets, credits and liabilities of our Company and of all other matters required by the BVI Companies Act and in accordance with the generally accepted accounting principles and practices in Hong Kong or as may be necessary to give a true and fair view of our Company's affairs and to explain its transactions.

The accounting records shall be kept at the registered office of our Company or, at such other place or places as the board decides and shall always be open to inspection by our Directors. No member (other than a Director) shall have any right of inspecting any accounting record or book or document of our Company except as conferred by law or authorised by the board or our Company in general meeting.

A printed copy of our Directors' report, accompanied by the balance sheet and profit and loss account, including every document required by law to be annexed thereto, made up to the end of the applicable financial year and containing a summary of the assets and liabilities of our Company under convenient heads and a statement of income and expenditure, together with a copy of the Auditors' report, shall be sent to each person entitled thereto at least twenty-one (21) days before the date of the general meeting and at the same time as the notice of annual general meeting and laid before our Company at the annual general meeting held in accordance with the Articles provided that the Articles shall not require a copy of those documents to be sent to any person whose address our Company is not aware or to more than one of the joint holders of any shares or debentures.

Auditors shall be appointed and the terms and tenure of such appointment and their duties at all times regulated in accordance with the provisions of the Articles. The remuneration of the auditors shall be fixed by our Company in general meeting or in such manner as the members may determine.

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The financial statements of our Company shall be audited by the auditor in accordance with generally accepted auditing standards. The Auditor shall make a written report thereon in accordance with generally accepted auditing standards and the report of the Auditor shall be submitted to the members in general meeting. The generally accepted auditing standards referred to herein may be those of a country or jurisdiction other than the British Virgin Islands. If so, the financial statements and the report of the Auditor should disclose this fact and name such country or jurisdiction.

1. Notices of meetings and business to be conducted thereat

An annual general meeting shall be called by notice of not less than twenty- one (21) clear days and not less than twenty (20) clear business days and any extraordinary general meeting at which it is proposed to pass a special resolution shall (save as set out in sub-paragraph (e) above) be called by notice of at least twenty-one (21) clear days and not less than ten (10) clear business days. All other extraordinary general meetings shall be called by at least fourteen (14) clear days and not less than ten (10) clear business days. The notice must specify the time and place of the meeting and, in the case of special business, the general nature of that business. In addition notice of every general meeting shall be given to all members of our Company other than such as, under the provisions of the Articles or the terms of issue of the shares they hold, are not entitled to receive such notices from our Company, and also to the auditors for the time being of our Company.

Notwithstanding that a meeting of our Company is called by shorter notice than that mentioned above, if permitted by the rules of the Designated Stock Exchange, it shall be deemed to have been duly called if it is so agreed:

1. in the case of a meeting called as an annual general meeting, by all members of our Company entitled to attend and vote thereat; and
2. in the case of any other meeting, by a majority in number of the members having a right to attend and vote at the meeting, being a majority together holding not less than ninety-five (95) per cent. in nominal value or of the total number of the issued shares giving that right.

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

1. 1. the declaration and sanctioning of dividends;
   2. consideration and adoption of the accounts and balance sheet and the reports of our Directors and Auditors and other documents required to be annexed to the balance sheet;
   3. the election of Directors whether by rotation or otherwise in the place of those retiring;
   4. appointment of Auditors (where special notice of the intention for such appointment is not required by the BVI Companies Act) and other officers;
   5. the fixing of the remuneration of the Auditors, and the voting of remuneration or extra remuneration to our Directors;
   6. the granting of any mandate or authority to our Directors to offer, allot, grant options over or otherwise dispose of the unissued shares in the capital of our Company representing not more than twenty per cent. (20%) in nominal value of its existing issued Shares; and
   7. the granting of any mandate or authority to our Directors to repurchase securities of our Company.
2. Transfer of shares

Subject to the Articles, any Member may transfer all or any of his shares by an instrument of transfer in the usual or common form or in a form prescribed by the Designated Stock Exchange or in any other form approved by the board and may be under hand or, if the transferor or transferee is a clearing house or its nominee(s), by hand or by machine imprinted signature or by such other manner of execution as the board may approve from time to time. The instrument of transfer shall be executed by or on behalf of the transferor and the transferee provided that the board may dispense with the execution of the instrument of transfer by the transferee in any case which it thinks fit in its discretion to do so. The board may also resolve, either generally or in any particular case, upon request by either the transferor or transferee, to accept mechanically executed transfers.

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Unless the board otherwise agrees (which agreement may be on such terms and subject to such conditions as the board in its absolute discretion may from time to time determine, and which agreement the board shall, without giving any reason therefor, be entitled in its absolute discretion to give or withhold), no shares upon the register of members of our Company shall be transferred to any branch register nor shall shares on any branch register be transferred to the Register or any other branch register and all transfers and other documents of title shall be lodged for registration, and registered, in the case of any shares on a branch register, at the relevant office where the branch register of members is kept, and, in the case of any shares on the register of members, at the registered office of our Company or such other place at which the register is kept in accordance with the BVI Companies Act.

The board may, in its absolute discretion, and without giving any reason therefor, refuse to register a transfer of any share issued under any share incentive scheme for employees upon which a restriction on transfer imposed thereby still subsists, and it may also, without prejudice to the foregoing generality, refuse to register a transfer of any share to more than four (4) joint holders or a transfer of any share issued for a promissory note or other binding obligation to contribute money or property or a contribution thereof to our Company on which our Company has a lien.

The board may decline to recognise any instrument of transfer unless the instrument of transfer is in respect of only one class of share, the instrument of transfer is lodged at the relevant registration office or registered office or such other place at which the principal register is kept accompanied by the relevant share certificate(s) and such other 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 so to do) or, if applicable, the instrument of transfer is duly and properly stamped.

The registration of transfers may be suspended and the register closed on giving notice by advertisement in the appointed newspaper or by other means as set out in the Articles, at such times and for such periods as the board may determine and either generally or in respect of any class of shares. The register of members shall not be closed for periods exceeding in the whole thirty (30) days in any year.

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1. Power for our Company to purchase its own shares

Subject to the BVI Companies Act, the Memorandum and the Articles, our Company shall have all the powers conferred upon it by the BVI Companies Act to purchase or otherwise acquire its own shares and such power shall be exercisable by the board in such manner, upon such terms and subject to such conditions as it thinks fit, including but not limited to, the purchase of shares at a price less than fair value.

Shares that our Company purchases, redeems or otherwise acquires pursuant to the Articles may be cancelled or held as treasury shares provided that the number of shares purchased, redeemed or otherwise acquired when aggregated with shares already held as treasury shares may not exceed 50% of the shares of that class previously issued (excluding shares that have been cancelled).

1. Power for any subsidiary of our Company to own shares in our Company

There are no provisions in the Articles relating to ownership of shares in our Company by a subsidiary.

(m) Dividends and other methods of distribution

Subject to the BVI Companies Act, our Company in general meeting may from time to time declare dividends in any currency to be paid to the members but no dividend shall be declared in excess of the amount recommended by the board. The board may recommend and pay to all members on a pro rata basis a dividend or a distribution at such time and of such an amount as they think fit if they are satisfied, on reasonable grounds, that immediately after the payment of the dividend or distribution, the value of our Company's assets exceeds its liabilities and our Company is able to pay its debts as they fall due. The resolution shall include a statement to that effect.

Except in so far as the rights attaching to, or the terms of issue of, any Share otherwise provide all dividends shall be apportioned and paid pro rata according to the amounts paid up on the shares during any portion or portions of the period in respect of which the dividend is paid.

Whenever the board has resolved that a dividend be paid or declared on the Shares of our Company, the board may further resolve either (a) that such dividend be satisfied wholly or in part in the form of an allotment of shares credited as fully paid up, provided that the shareholders entitled thereto will be entitled to elect to receive such dividend (or part thereof) in cash in lieu of such allotment, or

1. that shareholders entitled to such dividend will be entitled to elect to receive an allotment of shares credited as fully paid up in lieu of the whole or such part of the dividend as the board may think fit. Our Company may also upon the

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recommendation of the board by an ordinary resolution resolve in respect of any one particular dividend of our Company that it may be satisfied wholly in the form of an allotment of shares credited as fully paid up without offering any right to shareholders to elect to receive such dividend in cash in lieu of such allotment.

Any dividend, interest or other sum payable in cash to the holder of shares may be paid by cheque or warrant sent through the post addressed to the holder at his registered address, or in the case of joint holders, addressed to the holder whose name stands first in the register of our Company in respect of the shares at his address as appearing in the register or addressed to such person and at such addresses as the holder or joint holders may in writing direct. Every such cheque or warrant shall, unless the holder or joint holders otherwise direct, be made payable to the order of the holder or, in the case of joint holders, to the order of the holder whose name stands first on the register in respect of such shares, and shall be sent at his or their risk and payment of the cheque or warrant by the bank on which it is drawn shall constitute a good discharge to our Company. Any one of two or more joint holders may give effectual receipts for any dividends or other moneys payable or property distributable in respect of the shares held by such joint holders.

Whenever the board has resolved that a dividend be paid or declared the board may further resolve that such dividend be satisfied wholly or in part by the distribution of specific assets of any kind.

All dividends or bonuses unclaimed for one year after having been declared may be invested or otherwise made use of by the board for the benefit of our Company until claimed and our Company shall not be constituted a trustee in respect thereof. All dividends or bonuses unclaimed for six years after having been declared may be forfeited by the board and shall revert to our Company.

No dividend or other monies payable by our Company on or in respect of any share shall bear interest against our Company.

1. Proxies

Any member entitled to attend and vote at a meeting of our Company is entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at a general meeting of our Company or at a class meeting. A proxy need not be a member. In addition, a proxy or proxies representing either a Member who is an individual or a member which is a corporation shall be entitled to exercise the same powers on behalf of the member which he or they represent as such member could exercise.

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1. Forfeiture of shares

Where a share is not fully paid for on issue, the directors may, subject to the terms on which the share was issued, at any time serve upon the member a written notice of call specifying a date for payment to be made. Where a notice complying with the provisions of the Articles has been issued and the requirements of the notice have not been complied with, the directors by Resolution of Directors may, at any time before tender of payment forfeit and cancel the share to which the notice relates.

When any Share has been forfeited, Notice of the forfeiture shall be served upon the person who was before forfeiture the holder of the share. No forfeiture shall be invalidated by any omission or neglect to give such Notice.

The board may accept the surrender of any Share liable to be forfeited and, in such case, references in the Articles to forfeiture will include surrender.

A declaration by a Director or the Secretary that a Share has been forfeited on a specified date shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the Share, and such declaration shall (subject to the execution of an instrument of transfer by our Company if necessary) constitute a good title to the Share, and the person to whom the Share is disposed of shall be registered as the holder of the Share and shall not be bound to see to the application of the consideration (if any), nor shall his title to the Share be affected by any irregularity in or invalidity of the proceedings in reference to the forfeiture, sale or disposal of the Share. When any Share shall have been forfeited, notice of the declaration shall be given to the Member in whose name it stood immediately prior to the forfeiture, and an entry of the forfeiture, with the date thereof, shall forthwith be made in the register, but no forfeiture shall be in any manner invalidated by any omission or neglect to give such notice or make any such entry.

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

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1. Inspection of share register

Unless closed in accordance with the Articles, the Register and branch register of members, as the case may be, shall be open to inspection for at least two (2) hours during business hours by members without charge or by any other person, upon a maximum payment of $2.50 or such lesser sum specified by the board, at the registered office of our Company or such other place at which the register of members is kept in accordance with the BVI Companies Act or, if appropriate, upon a maximum payment of $1.00 or such lesser sum specified by the board at the office where the branch register of members of our Company is kept. The register of members of our Company including any overseas or local or other branch register of members may, after notice has been given by advertisement in an appointed newspaper or any other newspapers in accordance with the requirements of any Designated Stock Exchange or by any electronic means in such manner as may be accepted by the Designated Stock Exchange to that effect, be closed at such times or for such periods not exceeding in the whole thirty (30) days in each year as the board may determine and either generally or in respect of any class of shares.

1. Quorum for meetings and separate class meetings

No business other than the appointment of a chairman of a meeting shall be transacted at any general meeting unless a quorum is present at the commencement of the business. The absence of a quorum shall not preclude the appointment of a chairman. Save as otherwise provided by the Articles, two (2) members entitled to vote and present in person or by proxy or (in the case of a member being a corporation) by its duly authorised representative shall form a quorum for all purposes. In respect of a separate class meeting (other than an adjourned meeting) convened to sanction the modification of class rights the necessary quorum shall be two persons holding or representing by proxy not less than one third in nominal value of the issued shares of that class.

1. Untraceable members

Our Company may cease sending cheques for dividend entitlements or dividend warrants by post if such cheques or warrants have been left uncashed on two consecutive occasions. However, our Company may exercise the power to cease sending cheques for dividend entitlements or dividend warrants after the first occasion on which such a cheque or warrant is returned undelivered. Our Company shall have the power to sell, in such manner as the board thinks fit, any shares of a Member who is untraceable, but no such sale shall be made unless (a) all cheques or warrants in respect of dividends of the shares in question, being not less than three in total number, for any sum payable in cash to the holder of such shares in respect of them sent during the relevant period in the manner authorised by these

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Articles have remained uncashed; (b) so far as it is aware at the end of the relevant period, our Company has not at any time during the relevant period received any indication of the existence of the Member who is the holder of such shares or of a person entitled to such shares by death, bankruptcy or operation of law; and

1. our Company, if so required by the rules governing the listing of shares on the Designated Stock Exchange, has given notice to, and caused advertisement in newspapers in accordance with the requirements of, the Designated Stock Exchange to be made of its intention to sell such shares in the manner required by the Designated Stock Exchange, and a period of three (3) months or such shorter period as may be allowed by the Designated Stock Exchange has elapsed since the date of such advertisement.

For the purpose of the foregoing, the "relevant period" means the period commencing twelve (12) years before the date of publication of the advertisement referred to in paragraph (c) above and ending at the expiry of the period referred to in that paragraph.

1. Procedures on liquidation

A resolution that our Company be wound up by the court or be wound up voluntarily shall be a special resolution.

Subject to any special rights, privileges or restrictions as to the distribution of available surplus assets on liquidation for the time being attached to any class or classes of shares (i) if our Company shall be wound up and the assets available for distribution amongst the members of our Company shall be more than sufficient to repay the whole of the capital paid up at the commencement of the winding up, the excess shall be distributed pari passu amongst such members in proportion to the amount paid up on the shares held by them respectively and (ii) if our Company shall be wound up and the assets available for distribution amongst the members as such shall be insufficient to repay the whole of the paid-up capital, such assets shall be distributed so that, as nearly as may be, the losses shall be borne by the members in proportion to the capital paid up, or which ought to have been paid up, at the commencement of the winding up on the shares held by them respectively.

If our Company shall be wound up (whether the liquidation is voluntary or by the court) the liquidator may, with the authority of a special resolution and any other sanction required by the BVI Companies Act divide among the members in specie or kind the whole or any part of the assets of our Company whether the assets shall consist of property of one kind or shall consist of properties of different kinds and the liquidator may, for such purpose, set such value as he deems fair upon any one or more class or classes of properties to be divided as aforesaid and may determine how such division shall be carried out as between the members or different classes of members. The liquidator may, with the like authority, vest any part of the assets in trustees upon such trusts for the benefit of members as the liquidator, with the like authority, shall think fit, but so that no contributory shall be compelled to accept any shares or other property in respect of which there is a liability.

- 33 -

C.ȱMEMORANDUMȱANDȱARTICLESȱOFȱASSOCIATIONȱ

TERRITORY OF THE BRITISH VIRGIN ISLANDS

THE BVI BUSINESS COMPANIES ACT

AMENDED AND RESTATED

MEMORANDUM OF ASSOCIATION

OF

SUUNDDART HOOLDINGS LIMITTED

Inncoorpporrated on 21 May, 2001

as an Innternatioonal Busiiness Compaany nd was auutomatically re registeredd as a VI Buusiness Commpany on Januarry 1, 2007

Filed the 11 August 2015

To disapply Part IV of the

Transitional Provisions

Filed on 4 December, 2015

Codan Trust Company (B.V.I.) Ltd.

P.O. Box 3140

Road Town

Tortola

British Virgin Islands

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TERRITORY OF THE BRITISH VIRGIN ISLANDS

BVI BUSINESS COMPANIES ACT

AMENDED AND RESTATED

MEMORANDUM OF ASSOCIATION

OF

SUNDART HOLDINGS LIMITED

1. NAME

The name of the company is SUNDART HOLDINGS LIMITEDġ (the "Company"). The

1. STATUS
   The Company is a mppany limited byy sharees.
   The Company was rsst incoorporrated as ann intternational business company on 21 May,
   2001 and was, diatelyy prior to the datee of auutomatic re-registration in accordance with the BVI Businesss Coompanies Act (the "Act""), governed by the International Business Companies Actt (Cap 291)
2. REGISTERED OFFICE AND REEGISTERED AGENT
   At the date of notice to disapply Part IV of Schedule 2 of the Act, the registered office of the Company had changed to Commerce House, Wickhams Cay 1, P. O. Box 3140, Road Town, Tortola, British Virgin Islands VG1110.
   At the time of notice to disapply Part IV of Schedule 2 of the Act, the registered agent of the Company had changed to Codan Trust Company (B.V.I.) Ltd., Commerce House, Wickhams Cay 1, P. O. Box 3140, Road Town, Tortola, British Virgin Islands VG1110.
3. CAPACITY AND POWERS
   Subject to the Act and any other British Virgin Islands legislation, the Company has, irrespective of corporate benefit:
4. 1. full capacity to carry on or undertake any business or activity, do any act or enter into any transaction; and

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1. 1. for the purposes of subparagraph (a), full rights, powers and privileges.
2. NUMBER AND CLASSES OF SHARES
   The Company is authorised to issue an unlimited number of shares with no par value.
3. RIGHTS ATTACHING TO SHARES
   Subject to the Articles, the terms of the issue of any share, or any Resolution of Members to the contrary (and, for greater clarity, without prejudice to any special rights conferred thereby on the holders of any other shares), a share of the Company confers on the holder:
4. 1. the right to one vote at a meeting of the Members or on any Resolution of Members;

1. the right to an eqqual share in the distribution o the surplus assets of the Company on a winding up.

7. VARIATION OF CLASS RIGGHTS

The rights attached o any claass or seeries of sharess (unless otherwise provided by the

than three-fourths in nominall value or off the total number of the issued shares of that class or with the sanction of a special resolution passed at a separate general meeting of the holders of the shares of that class in accordance with the Articles.

1. RIGHTS NOT VARIED BY THE ISSUE OF SHARES PARI PASSU
   Rights conferred upon the holders of the shares of any class or series issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class or series, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith.
2. REGISTERED SHARES
   The Company shall issue registered shares only, and such shares may be in full or fractional form. The Company is not authorised to issue bearer shares, convert registered shares to bearer shares, or exchange registered shares for bearer shares.

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1. AMENDMENT OF MEMORANDUM AND ARTICLES OF ASSOCIATION
   No Memorandum or Articles shall be rescinded, altered or amended and no new Memorandum or Articles shall be made until the same has been approved by a special resolution of the Members. A special resolution shall be required to alter the provisions of the Memorandum (save for an amendment for purposes of altering the capital referred to in Article 3 of the Articles which shall require an ordinary resolution only), to amend the Articles or to change the name of the Company.
2. DEFINITIONS
   The meanings of words in this Memorandum are as defined in the Articles annexed hereto.

We, CODAN TRUST COMPANY (B.V.I.) LTD., registered agent of the Company, of Commerce House, Wickhams Cay 1, PO Box 3140, Road Town, Tortola, British Virgin Islands VG1110 in our capacity as registered gent to the Commpany hereby apply for the disapplication of Part IV of Schedule 2 of the Act this 11 Auggust 2015

Sgd: Andrrew Swappp

Per: Andreww Swapp

Foor and on behalf of

Codan Trust Coompany (B.V.I.) Ltd.

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INTERPRETATION

1. (1) In these Articles, unless the context otherwise requires, the words standing in the first column of the following table shall bear the meaning set opposite them respectively in the second column.

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includes any assistant, deputy, temporary or acting secretary.

1. In these Articles, unless there be something within the subject or context inconsistent with such construction:

1. words importing the singular include the plural and vice versa;
2. words importing a gender include both gender and the neuter;

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1. words importing persons include companies, associations and bodies of persons whether corporate or not;
2. the words:
3. 1. "may" shall be construed as permissive;
   2. "shall" or "will" shall be construed as imperative;
4. expressions referring to writing shall, unless the contrary intention appears, be construed as including printing, lithography, photography and other modes of representing words or figures in a visible form, and including where the representation takes the form of electronic display, provided that both the mode of service of the relevant document or Notice and the Member's election comply with all applicable Statutes, rules and regulations;
5. references to any law, ordinance, statute or statutory provision shall be interpreted as relatting too anyy statuutoryy modification or re-enactment thereof for the time being in force;
6. save as aforesaid,, words andd exppressions defined in the Statutes shall bear the same meanings in these Articles if nott inconsistennt with the subject in the context; and
7. references to a doocumentt beiing executed include references to it being executed

under hand or under seal or byy electroonic signnature or by any other method and references to a Noticee or documeent include a Notic or document recorded or stored in any digital, electronic, eleectrical, magnetic or other retrievable form or medium and information in visible form whether having physical substance or not.

1. (a) Subject to the Act, the Memorandum and these Articles and the rules of the Designated Stock Exchange, the Company shall have all the powers conferred upon it by the Act to purchase or otherwise acquire its own Shares and such power shall be exercisable by the Board in such manner, upon such terms and subject to such conditions as it thinks fit, including but not limited to, the purchase of Shares at a price lesser than

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fair value. Without prejudice to the foregoing, Sections 60, 61 and 62 of the Act shall not apply to the Company.

1. 1. Subject to sub-paragraph (c) below, a share that the Company purchases, redeems or otherwise acquires may be cancelled or held by the Company as a treasury share in accordance with the Act.
   2. The Company may only hold a share that has been purchased, redeemed or otherwise acquired as a treasury share if the number of shares purchased, redeemed or otherwise acquired, when aggregated with shares of the same class already held by the Company as treasury shares, does not exceed 50% of the shares of that class previously issued by the Company, excluding shares that have been cancelled.
2. Treasury shares may be transferred by the Company and the provisions of the Act, the Memorandum and these Articles that apply to the issue of

shares apply to the transferr of treasury shares. All the rights and obligations attachinng to a treeasury share are suspended and shall not be exercised byy or againsst the Coompanny whi it holds the share as a treasury share

1. A share may be isssued for consideration in any form, including money, a promissory note or other written obliggattioon to conntribbute money or property, real property, personal property (including goodwill and know-how), services rendered or a contract for future services.
2. No share may be issued for a consideration other than money unless the directors pass a resolution stating:
3. 1. the amount to be credited for the issue of the share;
   2. 1. their determination of the reasonable present cash value of the non-money consideration for the issue; and
      2. that, in their opinion, 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 share.

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1. Where shares carry a par value, the consideration for a share with par value shall not be less than the par value of the share.
2. The Company may issue fractions of a Share and fractional shares shall have the same corresponding fractional liabilities, limitations, preferences, privileges, qualifications, restrictions, rights and other attributes of a Share or series of Shares.
3. No Notice of a trust, whether expressed, implied or constructive, shall be entered in the share register.
4. No Share shall be issued to bearer.
5. Subject to compliance with the rules and regulations of the Designated Stock Exchange and any other relevant regulatory authority, the Company may give financial assistance for the purpose of or in connection with a purchase made or to be made by any person of any Shares.

4. (1) Subject to the Memoranndum and these Arrticles the Company may by ordinary resolution:

1. combine its shares, includingg issued shares into a smaller number of shares; or
2. sub-divideits shares, or any of them, into a greater number of shares,

provided that, where shares are divided or combined, the aggregate par value (if any) of the new shares must be equal to the aggregate par value (if any) of the original shares, and the Company shall not divide its shares if it would cause the maximum number of shares that the Company is authorized to issue to be exceeded.

1. A division or combination of shares, including issued shares, of a class or series shall be for a larger or smaller number, as the case may be, of shares in the same class or series.

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conferred on the holders of existing shares attach thereto respectively any preferential, deferred, qualified or special rights, privileges, conditions or such restrictions as may be determined by the Company provided always that where the Company issues shares which do not carry voting rights, the words "non-voting" shall appear in the designation of such shares and where the equity capital includes shares with different voting rights, the designation of each class of shares, other than those with the most favourable voting rights, must include the words "restricted voting" or "limited voting".

6.The Board may settle as it considers expedient any difficulty which arises in relation to any consolidation and division under the last preceding Article and in particular but without prejudice to the generality of the foregoing may issue certificates in respect of fractions of Shares or arrange for the sale of the shares representing fractions and the distribution of the net proceeds of sale (after deduction of the expenses of such sale) in due proportion amongst the Members who would have been entitled to the fractions, and for this purpose the Board may authorise some persons to transfer the shares representing fractions to their purchaser or resolve that such net proceeds be paid to the Company for the Company's benefit. Such

1. Subject to the provisions of the Act, the Memorandum and these Articles, and to any special rights conferred on the holders of any shares or attaching to any class of shares, shares may be issued on the terms that they may be, or at the option of the Company or the holder are, liable to be redeemed on such terms and in such manner as the Company may by an amendment to its memorandum of association deem fit.

VARIATION OF RIGHTS

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1. the necessary quorum (other than at an adjourned meeting) shall be two persons (or in the case of a Member being a corporation, its duly authorized representative) holding or representing by proxy not less than one-third in nominal value or of the total number of the issued shares of that class and at any adjourned meeting of such holders, two holders present in person (or in the case of a Member being a corporation, its duly authorized representative) or by proxy (whatever the number of sharress held by them) shall be a quorum;
2. every holder of shares of the class shall be entitled on a poll to one vote for every such share held byy himm; and
3. any holder off shhares of the class present in person or by proxy or authorised representative mayy demannd a poll

SHARES

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territory or territories being a territory or territories where, in the absence of a registration statement or other special formalities, this would or might, in the opinion of the Board, be unlawful or impracticable. Members affected as a result of the foregoing sentence shall not be, or be deemed to be, a separate class of Members for any purpose whatsoever.

1. 1. The Board may issue warrants or convertible securities or securities of similar nature conferring the right upon the holders thereof to subscribe for any class of shares or securities in the capital of the Company on such terms as it may from time to time determine.
2. The Company may in connection with the issue of any shares exercise all powers of paying commission and brokerage not prohibited by the Act. Subject to the Act, the commission may be satisfied by the payment of cash or by the allotment of fully or partly paid shares or partly in one and partly in the other.
3. Except as required by law, no person shall be recognised by the Company as holding any share upon any trust and the Company shall not be bound by or required in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial

interest in any share or any fractioonal paart of a shharre or (except on as otherwise provided by these Articles or by law) any otther rights in respect off any shharre except an absolute right to the entirety thereof in the registered holdeer.

14. Subject to thee Act and these Articles, the Boaard may at any time after the allotment of shares but fooree anyy perrson has beeen entterred in the Register as the holder, recognise a renunciation reeof by the alllottee in faavour of somee other person and may accord to any allottee of a share a ightt to effeectt such renunciaatiion upoon and subject to such terms and

SHARE CERTIFICATES

16. (1) In the case of a share held jointly by several persons, the Company shall not be bound to issue more than one certificate therefor and delivery of a certificate to one of several joint holders shall be sufficient delivery to all such holders.

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1. 1. Where a share stands in the names of two or more persons, the person first named in the Register shall as regards service of Notices and, subject to the provisions of these Articles, all or any other matters connected with the Company, except the transfer of the shares, be deemed the sole holder thereof.
2. Every person whose name is entered, upon an allotment of shares, as a Member in the Register shall be entitled, without payment, to receive one certificate for all such shares of any one class or several certificates each for one or more of such shares of such class upon payment for every certificate after the first of such reasonable out-of-pocket expenses as the Board from time to time determines.
3. Share certificates shall be issued within a reasonable time limit, after allotment or, except in the case of a transfer which the Company is for the time being entitled to refuse to register and does not register, after lodgment of a transfer with the Company.
4. (1) Upon every transfer of Shares, the certificate held by the transferor shall be given up to be cancelled, and shall forthwitth be cancelledd acccordingly, and a new certificate shall be issued to the transferee in espect of thee Shares transferreed to him at such fee as is provided in paragraph (2) of this Article. If any of the Sharress incluudeed inn the certificate so given up shall be retained by the transferor a new certificate forr the balance shaalll be issued to him at the aforesaid fee payable by the transferor too the Companyy in reespect thereof.
5. 1. The fee referred to inn paragraaph (1) abovee shall be an amount from time to time determined by the Board.

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with other Members) for all the debts and liabilities of such Member or his estate to the 1(2) Company whether the same shall have been incurred before or after notice to the Company

of any equitable or other interest of any person other than such Member, and whether the period for the payment or discharge of the same shall have actually arrived or not, and notwithstanding that the same are joint debts or liabilities of such Member or his estate and any other person, whether a Member of the Company or not. The Company's lien on a share shall extend to all dividends or other moneys payable thereon or in respect thereof. The Board may at any time, generally or in any particular case, waive any lien that has arisen or declare any share exempt in whole or in part, from the provisions of this Article.

22. In the absence of express provisions regarding sale in the promissory note or other binding obligation to contribute money or property, the Company may sell in such manner as the Board determines any share on which the Company has a lien, but no sale shall be made unless some sum in respect of which the lien exists is presently payable, or the liability or engagement in respect of which such lien exists is liable to be presently fulfilled or discharged nor until the expiration of fourteen clear days after a notice in writing, stating and demanding payment of the sum presenttly payable, or specifying the liability or engagement and demanding fulfilment or discharge therreof and giving notic of the intention to sell in

default, has been served on the registered holderr for thee timme bein of the share or the person entitled thereto by reason of hiis death or bankrruptcy.

23. The net proceedss of the sale shall be received by the Company and applied in or towards payment or discharge of the debtt or liabillity in resspect of which the lien exists, so far as the same is presently payable, andd any residue shalll (subjject to a like lien for debts or liabilities

person to transfer the shares sold to thhe purchaser thereof. The purchaser shall be registered as the holder of the shares so ransferred and he shaall not be bound to see to the application of the purchase money, nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings relating to the sale.

CALL ON SHARES AND FORFEITURE

1. Where a share is not fully paid for on issue, the directors may, subject to the terms on which the share was issued, at any time serve upon the Member a written notice of call specifying a date for payment to be made.
2. The written notice of call shall name a further date not earlier than the expiration of fourteen 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 share will be liable to be forfeited.

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1. Where a notice complying with the foregoing provisions has been issued and the requirements of the notice have not been complied with, the Directors by Resolution of Directors may, at any time before tender of payment forfeit and cancel the share to which the notice relates.
2. Upon forfeiture and cancellation pursuant to this Article, the Company shall be under no obligation to refund any moneys to that Member and that Member shall be discharged from any further obligation to the Company as regards the forfeited share.

29. When any aree has been forffeited, Notice off the forfeiture shall be served upon

the person who was before orfeiiture the hollder of the share No forfeiture shall be invalidated by any omission or neglect to give such Nooticee

30. The Board may acceptt the surrrender of anny Share liiable to be forfeited hereunder

and, in such case, references in these Articcles too forfeiture will includ surrender.

1. Any Share so forfeited shaall be deemedd the property of the Company and may be sold, re-allotted or otherwise disposed of to such person, upon such terms and in such manner as the Board determines, and at any time before a sale, re-allotment or disposition the forfeiture may be annulled by the Board on such terms as the Board determines.
2. A declaration by a Director or the Secretary that a Share has been forfeited on a specified date shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the Share, and such declaration shall (subject to the execution of an instrument of transfer by the Company if necessary) constitute a good title to the Share, and the person to whom the Share is disposed of shall be registered as the holder of the Share and shall not be bound to see to the application of the consideration (if any), nor shall his title to the Share be affected by any irregularity in or invalidity of the proceedings in reference to the forfeiture, sale or disposal of the Share. When any Share shall have been forfeited, notice of the declaration shall be given to the Member in whose name it stood immediately prior to the forfeiture, and an entry of the forfeiture, with the date thereof, shall forthwith be made in the

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register, but no forfeiture shall be in any manner invalidated by any omission or neglect to give such notice or make any such entry.

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

SHARE REGISTER

34. (1) The Company shall keep one or more share registers containing:

1. the names and addresses of the persons who hold registered shares in the Company;

1. the date on hicch any person ceased to be a Meember.

1. A copy of the share reegisterr, commmenncing from the date of the registration of the Company, shall be kept at the reegisttered offfice of the Company
2. The Company may keep an overrseas or loocal or other branch share register in any place, and the Board may make and vary succh regulations as it determines in respect of the keeping of any such register and maintaining a Registration Office in connection therewith.

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RECORD DATES

36. Notwithstanding any other provision of these Articles, the Company or the Board may fix any date as the record date for:

1. determining the Members entitled to receive any dividend, distribution, allotment or issue and such record date may be on, or at any time not more than thirty (30) days before or after, any date on which such dividend, distribution, allotment or issue is declared, paid or made;
2. determining the Members entitled to receive Notice of and to vote at any general meeting of the Company.

TRRANNSFER OF SHHARES

37. Subject to these Articclees, any Member maay transfer all or any of his shares by an instrument of transfer in thee usuual or coommon form or in a form prescribed by the Designated Stock Exchange or in any other formm approved by the Board and may be under hand or, if the transferor or trransferee is a clearing house or its nominee(s), by hand or by

38. The instrument of transfer shall be executed by or on behalf of the transferor and the transferee provided that the Boaard may disspense with the execution of the instrument of transfer by the transferee in any case which it thinks fit in its discretion to do so. Without prejudice to the last preceding Article, the Board may also resolve, either generally or in any particular case, upon request by either the transferor or transferee, to accept mechanically executed transfers. The transferor shall be deemed to remain the holder of the share until the name of the transferee is entered in the Register in respect thereof. Nothing in these Articles shall preclude the Board from recognising a renunciation of the allotment or provisional allotment of any share by the allottee in favour of some other person.

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1. No transfer shall be made to an infant or to a person of unsound mind or under other legal disability.
2. The Board in so far as permitted by any applicable law may, in its absolute discretion, at any time and from time to time transfer any share upon the Register to any branch register or any share on any branch register to the Register or any other branch register. In the event of any such transfer, the shareholder requesting such transfer shall bear the cost of effecting the transfer unless the Board otherwise determines.

1. the instrument of transfer is lodged at the Office or such other place at which the Register is kept in accordance with the Act or the Registration Office or such other place at which the principal or (as the case may be) branch register is kept accompanied by the relevant share certificate(s) and such other 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 so to do); and
2. if applicable, the instrument of transfer is duly and properly stamped.

41. If the Board refuses to register a transfer of any share, it shall, within two (2) months after the date on which the transfer was lodged with the Company, send to each of the transferor and transferee notice of the refusal.

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42. The registration of transfers of shares or of any class of shares may, after notice has been given by advertisement in any newspapers or by any other means in accordance with the requirements of any Designated Stock Exchange to that effect be suspended at such times and for such periods (not exceeding in the whole thirty (30) days in any year) as the Board may determine.

TRANSMISSION OF SHARES

1. If a Member dies, the survivor or survivors where the deceased was a joint holder, and his legal personal representatives where he was a sole or only surviving holder, will be the only persons recognised by the Company as having any title to his interest in the shares; but nothing in this Article will release the estate of a deceased Member (whether sole or joint) from any liability in respect of any share which had been solely or jointly held by him.
2. Any person becoming entitled to a share in consequence of the death or bankruptcy or winding-up of a Member mayy, upon such evidence as to his title being produced as may be required by the oard, elect either too becomme the hoolder of the share or to have some

person nominated by him gistered as the transferee thereof. If he elects to become the holder he shall notify the Company in writing eitheer at the Registration Office or Office, as the case may be, to that effect. If he elects to have annotheer person reegisttere he shall execute a transfer of the share in favour of thatt person. Thhe provvisions of these Articles relating to the transfer and registration of transfers of sharees shall apply to such nootiice or transfer as aforesaid as if the death or bankruptcy of the Membeer had not occcuurred andd the nottic or transfer were a transfer signed by such Member.

45. A person oming enntiitled to a shhare by reason of the death or bankruptcy or

winding-up of a Member shall be entitled to the same dividends an other advantages to which he would be entitled if he were the registered holder of the share. However, the Board may, if it thinks fit, withhold the payment of any dividend payable or other advantages in respect of such share until such person shall become the registered holder of the share or shall have effectually transferred such share, but, subject to the requirements of Article 66(2) being met, such a person may vote at meetings.

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1. all cheques or warrants in respect of dividends of the shares in question, being not less than three in total number, for any sum payable in cash to the holder of such shares in respect of them sent during the relevant period in the manner authorised by these Articles have remained uncashed;
2. so far as it is aware at the end of the relevant period, the Company has not at any time during the relevant period received any indication of the existence of the Member who is the holder of such shares or of a person entitled to such shares by death, bankruptcy or operation of law; and
3. the Company, if so required by the rules of the Designated Stock Exchange, has

given notice o, and cauused addvertisement in newspa in accordance with the requirements of, the Dessiggnateed Sttocck Exchange to be made of its intention to

sell such shares in thhe manner reqquired byy the Desig Stock Exchange, and a period of three (33) months or suuch shorter period as may be allowed by the Designated ock Exchange haas elapsed since the dat of such advertisement.

For the purposse of the foregoing, the "rrelevant period" means the period commencing twelve (12) yearss befoore the date of pubblicatiion of thhe advertisement referred to in paragraph (c) of this Article and endingg at thhe expiry of thhe period referred to in that paragraph.

such person shall be as effective as if it had been executed by the registered holder or the person entitled by transmission to such shares, and the purchaser shall not be bound to see to the application of the purchase money nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings relating to the sale. The net proceeds of the sale will belong to the Company and upon receipt by the Company of such net proceeds it shall become indebted to the former Member for an amount equal to such net proceeds. No trust shall be created in respect of such debt and no interest shall be payable in respect of it and the Company shall not be required to account for any money earned from the net proceeds which may be employed in the business of the Company or as it thinks fit. Any sale under this Article shall be valid and effective notwithstanding that the Member holding the shares sold is dead, bankrupt or otherwise under any legal disability or incapacity.

GENERAL MEETINGS

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1. Each general meeting, other than an annual general meeting, shall be called an extraordinary general meeting. General meetings may be held in any part of the world as may be determined by the Board.
2. The Board may whenever it thinks fit call extraordinary general meetings. Any one or more Members holding at the date of deposit of the requisition not less than one-tenth of the issued shares of the Company carrying the right of voting at general meetings of the Company shall at all times have the right, by written requisition to the Board or the Secretary of the Company, to require an extraordinary general meeting to be called by the Board for the transaction of any business specified in such requisittion; and such meeting shall be held within

shall not be held after the pirration of three (3) months froom thhe date of deposit of requisition, and all reasonable expenses incurred by the requissitionist(ss) ass a result of the failure of the Board shall be reimbursed to the requisittionist(s) by the Company.

NOTICE OF GEENEERAAL MEETINGS

1. in the case of a meeting called as an annual general meeting, by all the Members entitled to attend and vote thereat; and
2. in the case of any other meeting, by a majority in number of the Members having the right to attend and vote at the meeting, being a majority together holding not

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less than ninety-five (95) per cent. in nominal value or of the total number of the issued shares giving that right.

1. The Notice shall specify the time and place of the meeting and, in case of special business, the general nature of the business. The Notice convening an annual general meeting shall specify the meeting as such. Notice of every general meeting shall be given to all Members other than to such Members as, under the provisions of these Articles or the terms of issue of the shares they hold, are not entitled to receive such Notices from the Company, to all persons entitled to a share in consequence of the death or bankruptcy or winding-up of a Member and to each of the Directors and the Auditors.
   51. The accidental omission to give Notice of a meeting or (in cases where instruments of proxy are sent out with the Notice) to send such instrument of proxy to, or the non-receipt of such Notice or such instrument of proxy by, any person entitled to receive such Notice shall not invalidate any resolution passed or the proceedings at that meeting.

OCEEDINGS AT GENNERALL MEETINGS

52. (1) All business shall be deemedd speciall that iss transacted at an extraordinary

general meeting, and also alll business that is trannsactted at an annu general meeting, with the exception of:

1. the cllaratioon and sanctiioning of dividendds
2. eration and adoptionn of thhe accounts and balance sheet and the

reports of the Dirrectors and Auditors and oth documents required to be annexed to the ballannce sheet;

1. the election of Directors whether by rotation or otherwise in the place of those retiring;
2. appointment of Auditors (where special notice of the intention for such appointment is not required by the Act) and other officers;
3. the fixing of the remuneration of the Auditors, and the voting of remuneration or extra remuneration to the Directors;
4. the granting of any mandate or authority to the Directors to offer, allot, grant options over or otherwise dispose of the unissued shares in the capital of the Company representing not more than twenty per cent. (20%) in nominal value or of the total number of its existing issued share

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capital and the number of any securities repurchased pursuant to paragraph (g) of this Article; and

1. 1. the granting of any mandate or authority to the Directors to repurchase securities of the Company.
2. No business other than the appointment of a chairman of a meeting shall be transacted at any general meeting unless a quorum is present at the commencement of the business. The absence of a quorum shall not preclude the appointment of a chairman. Save as otherwise provided by these Articles, two (2) Members entitled to vote and present in person or by proxy or (in the case of a Member being a corporation) by its duly authorised representative shall form a quorum for all purposes.
   53. If within thirty (30) minutes (or such longer time not exceeding one hour as the chairman of the meeting may determine to wait) after the time appointed for the meeting a quorum is not present, the meeting, if convened on the requisition of Members, shall be dissolved. In any other case it shall staand adjourned to the same day in the next week at the same time and place or to such time and placce as the Board may determine. If at such adjourned meeting a quorum is noot present within half an hour from the time appointed for

54. The chairmann of the Company shall preside as chairman at every general

shall choose one of their mbber to act, or if one Dirrecttorr onlly is present he shall preside as chairman if willing to act. If no Director is preesent, orr if each of the Directors present declines to take the chair, or if the irman chosen shhall retire from the chair, the Members present in person or by proxy and entitled to vote shall electt one of their numb to be chairman.

1. The chairman may, with an ordinary resolution passed by the Members at any meeting at which a quorum is present, adjourn the meeting from time to time and from place to place as the Members shall determine, but no business shall be transacted at any adjourned meeting other than the business which might lawfully have been transacted at the meeting had the adjournment not taken place. When a meeting is adjourned for fourteen (14) days or more, at least seven (7) clear days' Notice of the adjourned meeting shall be given to the Members specifying the time and place of the adjourned meeting but it shall not be necessary to specify in such Notice the nature of the business to be transacted at the adjourned meeting and the general nature of the business to be transacted. Save as aforesaid, it shall be unnecessary to give Notice of an adjournment.
2. If an amendment is proposed to any resolution under consideration but is in good faith ruled out of order by the chairman of the meeting, the proceedings on the substantive resolution shall not be invalidated by any error in such ruling. In the case of a

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resolution duly proposed as a special resolution, no amendment thereto (other than a mere clerical amendment to correct a patent error) may in any event be considered or voted upon.

VOTING

57. (1) Subject to any special rights or restrictions as to voting for the time being attached to any shares by or in accordance with these Articles, at any general meeting on a poll every Member present in person or by proxy or, in the case of a Member being a corporation, by its duly authorised representative shall have one vote for every fully paid share of which he is the holder but so that no amount paid up or credited as paid up on a share in advance of calls or instalments is treated for the foregoing purposes as paid up on the share. A resolution put to the vote of a meeting shall be decided by way of a poll save that the chairman of the meeting may in good faith, allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands in which case every Member present in person (or being a corporation, is present by a duly authorized representative), or by proxy(ies) shall have one vote provided that where more than one prooxy is appointe by a Member which is a clearing house (or its nominee(s)), each such proxy shall have one vote on a show of hands. For

purposes of this Article, ceddurall andd administrativve mattters are those that (i) are not on the agenda of the general meetinng or in any suupplementary ciircular that may be issued by the

dealt with, whilst allowing ll Membbers a reasonabble opporrtuunity to express their views.

1. Where a show of hands iss allowed beefooree or on the declaration of the result of the show of hands, a poll may be demmannded:

1. by at least three Members present in person or in the case of a Member being a corporation by its duly authorised representative or by proxy for the time being entitled to vote at the meeting; or
2. by a Member or Members present in person or in the case of a Member being a corporation by its duly authorised representative or by proxy and representing not less than one-tenth of the total voting rights of all Members having the right to vote at the meeting; or
3. by a Member or Members present in person or in the case of a Member being a corporation by its duly authorised representative or by proxy and holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all shares conferring that right.

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A demand by a person as proxy for a Member or in the case of a Member being a corporation by its duly authorised representative shall be deemed to be the same as a demand by the Member.

1. Where a resolution is voted on by a show of hands, a declaration by the chairman that a resolution has been carried, or carried unanimously, or by a particular majority, or not carried by a particular majority, or lost, and an entry to that effect made in the minute book of the Company, shall be conclusive evidence of the facts without proof of the number or proportion of the votes recorded for or against the resolution. The result of the poll shall be deemed to be the resolution of the meeting. The Company shall only be required to disclose the voting figures on a poll if such disclosure is required by the rules of the Designated Stock Exchange.
2. On a poll votes may be given either personally or by proxy.
3. A person entitled to more than one vote on a poll need not use all his votes or

votes except where a greater majority is requiired by these Artticlees or by the Act. In the case of an equality of votes, whether onn a show of hands or on a poll, th chairman of such meeting shall be entitled to a second orr casting v otte in addditioon to anyy othher vote he may have.

62. Where there are joint holdders of any sharee any on of such joint holders may vote, either in person or by prooxy, in resspect of such share as iff he were solely entitled thereto,

but if more than one of such joint holldeers be prressent at any meetin the vote of the senior who tenders a vote, whether in erson orr by proxy, shall be acceepted to the exclusion of the votes of the other joint holders, and or this purpose seniority shall be determined by the order in which their names stand in the Register in respect of the joint holding. Several executors or administrators of a deceased Member in whose name any share stands shall for the purposes of this Article be deemed joint holders thereof.

63. (1) A Member who is a patient for any purpose relating to mental health or in respect of whom an order has been made by any court having jurisdiction for the protection or management of the affairs of persons incapable of managing their own affairs may vote, whether on a show of hands or on a poll, by his receiver, committee, curator bonis or other person in the nature of a receiver, committee or curator bonis appointed by such court, and such receiver, committee, curator bonis or other person may vote on a poll by proxy, and may otherwise act and be treated as if he were the registered holder of such shares for the purposes of general meetings, provided that such evidence as the Board may require of the authority of the person claiming to vote shall have been deposited at the Office, head office or Registration Office, as appropriate, not less than forty-eight (48) hours before the time appointed for holding the meeting, or adjourned meeting or poll, as the case may be.

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1. Any person entitled under Article 44 to be registered as the holder of any shares may vote at any general meeting in respect thereof in the same manner as if he were the registered holder of such shares, provided that forty-eight (48) hours at least before the time of the holding of the meeting or adjourned meeting, as the case may be, at which he proposes to vote, he shall satisfy the Board of his entitlement to such shares, or the Board shall have previously admitted his right to vote at such meeting in respect thereof.
   64. (1) No Member shall, unless the Board otherwise determines, be entitled to attend and vote and to be reckoned in a quorum at any general meeting unless he is duly registered and all calls or other sums presently payable by him in respect of shares in the Company have been paid.

65. If:

1. any votes havee beeen counnted whhich oughht noot too have been counted or which might have een rejected; or
2. any votes are not counnted which ought to have been counted;

the objection or error shall not vitiate the decision of the meeting or adjourned meeting on any resolution unless the same is raised or pointed out at the meeting or, as the case may be, the adjourned meeting at which the vote objected to is given or tendered or at which the error occurs. Any objection or error shall be referred to the chairman of the meeting and shall only vitiate the decision of the meeting on any resolution if the chairman decides that the same may have affected the decision of the meeting. The decision of the chairman on such matters shall be final and conclusive.

PROXIES

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68. The instrument appointing a proxy and (if required by the Board) the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, shall be delivered to such place or one of such places (if any) as may be specified for

appropriate) not less than forty eighht (48) houurs before thhe time appointed for holding the meeting or adjourned meetingg at which the person named in the instrument proposes to vote or, in the case of a poll takenn subsequently to the date of a meetinn or adjourned meeting, not

shall be valid after the expirattion of twelvve (12) months frrom the date named in it as the date of its execution, except at an addjourned meeting or on a poll demanded at a meeting or an adjourned meeting in cases wheeree thee meeting was originallly held within twelve (12) months from such date. Delivery of an instrument apppointing a proxy shall not preclude a Member from attending and voting in person at thee meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked.

70. A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal, or revocation of the instrument of proxy or of the authority under which it was executed, provided that no intimation in writing of such death, insanity or revocation shall have been received by the

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Company at the Office or the Registration Office (or such other place as may be specified for the delivery of instruments of proxy in the Notice convening the meeting or other document sent therewith) two (2) hours at least before the commencement of the meeting or adjourned meeting, or the taking of the poll, at which the instrument of proxy is used.

71. Anything which under these Articles a Member may do by proxy he may likewise do by his duly appointed attorney and the provisions of these Articles relating to proxies and instruments appointing proxies shall apply mutatis mutandis in relation to any such attorney and the instrument under which such attorney is appointed.

CORPORATIONS ACTING BY REPRESENTATIVES

1. Any reference in these Articles to a duly authorised representative of a Member being a corporation shall mean a representative authorised under the provisions of this Article.

WRITTEN RESOLUTIONS OF MEMBERS

73. A resolution in writing signed (in such manner as to indicate, expressly or impliedly, unconditional approval) by or on behalf of all persons for the time being entitled to receive Notice of and to attend and vote at general meetings of the Company shall, for the purposes of these Articles, be treated as a resolution duly passed at a general meeting of the Company and, where relevant, as a special resolution so passed. Any such resolution shall be

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deemed to have been passed at a meeting held on the date on which it was signed by the last Member to sign, and where the resolution states a date as being the date of his signature thereof by any Member the statement shall be prima facie evidence that it was signed by him on that date. Such a resolution may consist of several documents in the like form, each signed by one or more relevant Members.

BOARD OF DIRECTORS

74. (1) Unless otherwise determined by the Company in general meeting, the number of Directors shall not be less than two (2). There shall be no maximum number of Directors unless otherwise determined from time to time by the Members in general meeting. The Directors shall be elected or appointed in the first place by the subscribers to the Memorandum of Association or by a majority of them and thereafter in accordance with Article 75 and who shall hold office for such term as the Members may determine or, in the absence of such determination, in accordance with Article 84 or until their successors are elected or appointed or their office is otherwise vacated.

1. Subject to the Artticles annd the Act, thee Compaany may by ordinary resolution

elect any person to be a Director either to fill a casual vacanccy on th Board, or as an addition to the existing Board.

App. 3

1. The Directors shall have the power from time to time and at any time to 4(2) appoint any person as a irrector eithher to fill a casual vaacanccy on the Board or as an

addition to the existing Board. Any Director appointed by the Boar to fill a casual vacancy shall hold office until the rst general meetinng of Members after his appointment and be subject to re-election at such meetiing and anyy Director appoint by the Board as an addition to the existing Board shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election.

1. Neither a Director nor an alternate Director shall be required to hold any shares of the Company by way of qualification and a Director or alternate Director (as the case may be) who is not a Member shall be entitled to receive Notice of and to attend and speak at any general meeting of the Company and of all classes of shares of the Company.

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1. A vacancy on the Board created by the removal of a Director under the provisions of subparagraph (5) above may be filled by the election or appointment by ordinary resolution of the Members at the meeting at which such Director is removed.
2. The Company may from time to time in general meeting by ordinary resolution increase or reduce the number of Directors but so that the number of Directors shall never be less than two (2).

RETIREMENT OF DIRECTORS

75. (1) Notwithstanding any other provisions in the Articles, at each annual general meeting one-third of the Directors for the time being (or, if their number is not a multiple of three (3), the number nearest to but not less than one-third) shall retire from office by rotation provided that every Director shall be subject to retirement at an annual general meeting at least once every three years.

1. A retiring rector shall be eligiible for ree election and shall continue to act as a

to retire shall be those of thee otther Directors subje ct to retiremment by rotation who have been longest in office since their ast re ellectionn or appoinntmennt annd so that as between persons who became or were last re-elected Direectors on the same day thosse to retire shall (unless they otherwise agree among mselvess) bee determined byy lot. Any Director appointed by the Board pursuant to Article 4(3) shall nott be taakeen into account in determining which particular Directors or the number of Directors who are to retire by rotation.

DISQUALIFICATION OF DIRECTORS

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1. 77. The office of a Director shall be vacated if the Director:

2. resigns his office by Notice in writing delivered to the Company at the Office or head office of the Company for the time being or tendered at a meeting of the Board whereupon the Board resolves to accept such resignation;
3. becomes of unsound mind or dies;
4. without special leave of absence from the Board, is absent from meetings of the Board for six consecutive months, and his alternate Director, if any, shall not during such period have attended in his stead and the Board resolves that his office be vacated; or
5. becomes bankrupt or has a receiving order made against him or suspends payment or compounds with his creditors;
6. is prohibited from being a Director byy law; or
7. ceases to be a Dirrector by virtue off any proovision of the Statutes or any law or is removed from office pursuantt to these Articless

EXECUTTIVE DIRECTORS

1. The Board may fromm time too time apppoinnt any one or more of its body to be a managing director, joint naging direector or deeputy managing director or to hold any other employment or executive fice witth the Company for such period (subject to their continuance as Directors) and upon such terms as the Board maay determine and the Board may revoke or terminate any of such appointments. Any such revocation or termination as aforesaid shall be without prejudice to any claim for damages that such Director may have against the Company or the Company may have against such Director. A Director appointed to an office under this Article shall be subject to the same provisions as to removal as the other Directors, and he shall (subject to the provisions of any contract between him and the Company) ipso facto and immediately cease to hold such office if he shall cease to hold the office of Director for any cause.
2. Subject to Articles 84, 85, 86 and 87, an executive director appointed to an office under Article 78 hereof shall receive such remuneration (whether by way of salary, commission, participation in profits or otherwise or by all or any of those modes) and such other benefits (including pension and/or gratuity and/or other benefits on retirement) and allowances as the Board may from time to time determine, and either in addition to or in lieu of his remuneration as a Director.

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ALTERNATE DIRECTORS

80. Any Director may at any time by Notice delivered to the Office or head office or at a meeting of the Directors appoint any person (including another Director) to be his alternate Director. Any person so appointed shall have all the rights and powers of the Director or Directors for whom such person is appointed in the alternative provided that such person shall not be counted more than once in determining whether or not a quorum is present. An alternate Director may be removed at any time by the body which appointed him and, subject thereto, the office of alternate Director shall continue until the happening of any event which, if he were a Director, would cause him to vacate such office or if his appointer ceases for any reason to be a Director. Any appointment or removal of an alternate Director shall be effected by Notice signed by the appointor and delivered to the Office or head office or tendered at a meeting of the Board. An alternate Director may also be a Director in his own right and may act as alternate to more than one Director. 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 appointiing himm and shall be entitled to such extent to attend and vote as a Director at any such meetting att whichh the Director appointing him is not

personally present and erally at such meeting to exeercise and discharge all the functions, powers and duties of his pppointor as a Direector and for thee purposes of the proceedings at such meeting the provisions of these Articless shall apply as if he were a Director save that as an

81. An alternate Directoor shalll onlyy be a Direecttorr forr the purposes of the Act and

defaults and shall not be eemed to be the agent of or for the Director appointing him. An alternate Director shall be entitled to contract and be interested in and benefit from contracts or arrangements or transactions and to be repaid expenses and to be indemnified by the Company to the same extent mutatis mutandis as if he were a Director but he 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 his appointor as such appointor may by Notice to the Company from time to time direct.

82. 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). If his appointor is for the time being absent from Hong Kong or otherwise not available or unable to act, the signature of an alternate Director to any resolution in writing of the Board or a committee of the Board of which his appointor is a Member shall, unless the Notice of his appointment provides to the contrary, be as effective as the signature of his appointor.

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83. An alternate Director shall ipso facto cease to be an alternate Director if his appointor ceases for any reason to be a Director, however, such alternate Director or any other person may be re-appointed by the Directors to serve as an alternate Director PROVIDED always that, if at any meeting any Director retires but is re-elected at the same meeting, any appointment of such alternate Director pursuant to these Articles which was in force immediately before his retirement shall remain in force as though he had not retired.

DIRECTORS' FEES AND EXPENSES

84. The ordinary remuneration of the Directors shall from time to time be determined by the Company in general meeting and shall (unless otherwise directed by the resolution by which it is voted) be divided amongst the Board in such proportions and in such manner as the Board may agree or, failing agreement, equally, except that any Director who shall hold office for part only of the period in respect of which such remuneration is payable shall be entitled only to rank in such division for a proportion of remuneration related to the period during which he has held officee Such remuneration shall be deemed to accrue from day to day.

85. Each Director shaalll be entitledd to be repaid or prep all travelling, hotel and incidental expenses reasonably incurred orr exppected to be incurred by him in attending

86. Any Director whoo by requestt, gooes or resides abroad for any purpose of the Company or who performs services which in thhe 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 or in substitution for any ordinary remuneration provided for by or pursuant to any other Article.

DIRECTORS' INTERESTS

88. A Director may:

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1. hold any other office or place of profit with the Company (except that of Auditors) in conjunction with his office of Director for such period and, subject to these Articles, upon such terms as the Board may determine. Any remuneration (whether by way of salary, commission, participation in profits or otherwise) paid to any Director in respect of any such other office or place of profit shall be in addition to any remuneration provided for by or pursuant to any other Article;
2. act by himself or his firm in a professional capacity for the Company (otherwise than as Auditors) and he or his firm may be remunerated for professional services as if he were not a Director;
3. continue to be or become a director, managing director, joint managing director,

deputy managing director, executive director, manager or other officer or member of any other company promoted by the Company or in which the Company may be interested as a vendor, shareholder or otherwise and (unless

cause to be xerrcised thhe voting powwers conferrred by the shares in any other

director, joint managing director, deputy managing director, executive director, manager or other officers of such other company and any Director may vote in favour of the exercise of such voting rights in manner aforesaid notwithstanding that he may be, or about to be, appointed a director, managing director, joint managing director, deputy managing director, executive director, manager or other officer of such a company, and that as such he is or may become interested in the exercise of such voting rights in manner aforesaid.

89. Subject to the Act and to these Articles, no Director or proposed or intending Director shall be disqualified by his office from contracting with the Company, either with regard to his tenure of any office or place of profit or as vendor, purchaser or in any other manner whatever, nor shall any such contract or any other contract or arrangement in which any Director is in any way interested be liable to be avoided, nor shall any Director so contracting or being so interested be liable to account to the Company or the Members for any remuneration, profit or other benefits realised by any such contract or arrangement by reason of

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such Director holding that office or of the fiduciary relationship thereby established provided that such Director shall disclose the nature of his interest in any contract or arrangement in which he is interested in accordance with Article 93 herein.

1. he is a member or officer of a specified company or firm and is to be regarded as interested in any contract or arrangement which may after the date of the Notice be made with that company or firm; or

shall be deemeed to be a suffficiennt declaratioon of interest under this Article in relation to any such contractt or arrangement, provided that no such Notice shall be effective unless either it is given at a meetingg of the Boarrd or the Dirrector taak reasonable steps to secure that it is brought up and read at thee nexxt Board meetting affter it is given.