THE COMPANIES LAW (2003 REVISION)
COMPANY LIMITED BY SHARES
MEMORANDUM & ARTICLES
OF
ASSOCIATION
OF
BCP CRYSTAL HOLDINGS LTD. 2
TABLE OF CONTENTS
MEMORANDUM OF ASSOCIATION
The Name of the Company.......................................................1
The Registered Office of the Company..........................................1
The Objects for which the Company is established..............................1
The Liability of the Members..................................................1
The Capital of the Company....................................................1
ARTICLES OF ASSOCIATION
TABLE A.......................................................................1
Interpretation................................................................1
Preliminary...................................................................2
Shares........................................................................2
Variation Of Rights Attaching To Shares.......................................3
Certificates..................................................................3
Fractional Shares.............................................................3
Lien..........................................................................3
Calls On Shares...............................................................4
Forfeiture Of Shares..........................................................4
Transfer Of Shares............................................................5
Transmission Of Shares........................................................6
Redemption And Purchase Of Own Shares.........................................6
Closing Register Of Members Or Fixing Record Date.............................7
General Meetings..............................................................7
Notice Of General Meetings....................................................8
Proceedings At General Meetings...............................................8
Votes Of Members..............................................................9
Corporations Acting By Representatives At Meetings...........................10
Directors....................................................................10
Alternate Director...........................................................10
Powers And Duties Of Directors...............................................11
Borrowing Powers Of Directors................................................12
The Seal.....................................................................12
Disqualification Of Directors................................................12
Proceedings Of Directors.....................................................13
Dividends....................................................................14
Accounts And Audit...........................................................15
Capitalisation Of Profits....................................................15
Share Premium Account........................................................16
Notices......................................................................16
Indemnity....................................................................17
Non-Recognition Of Trusts....................................................17
Winding Up...................................................................18
Amendment Of Articles Of Association.........................................18
Registration By Way Of Continuation..........................................18
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THE COMPANIES LAW (2003 REVISION)
COMPANY LIMITED BY SHARES
MEMORANDUM OF ASSOCIATION
OF
BCP CRYSTAL HOLDINGS LTD. 2
1. The name of the Company is BCP CRYSTAL HOLDINGS LTD. 2
2. The Registered Office of the Company will be situated at the offices of
WALKERS SPV LIMITED, WALKER HOUSE, MARY STREET, PO BOX 908GT, GEORGE
TOWN, GRAND CAYMAN, CAYMAN ISLANDS or at such other location as the
Directors may from time to time determine.
3. The objects for which the Company is established are unrestricted and
the Company shall have full power and authority to carry out any object
not prohibited by any law as provided by Section 7(4) of the Companies
Law (2003 Revision).
4. The Company shall have and be capable of exercising all the functions
of a natural person of full capacity irrespective of any question of
corporate benefit as provided by Section 27(2) of the Companies Law
(2003 Revision).
5. Nothing in the preceding sections shall be deemed to permit the Company
to carry on the business of a Bank or Trust Company without being
licensed in that behalf under the provisions of the Banks & Trust
Companies Law (2003 Revision), or to carry on Insurance Business from
within the Cayman Islands or the business of an Insurance Manager,
Agent, Sub-agent or Broker without being licensed in that behalf under
the provisions of the Insurance Law (2003 Revision), or to carry on the
business of Company Management without being licensed in that behalf
under the provisions of the Companies Management Law (2003 Revision).
6. The Company will not trade in the Cayman Islands with any person, firm
or corporation except in furtherance of the business of the Company
carried on outside the Cayman Islands; provided that nothing in this
section shall be construed as to prevent the Company effecting and
concluding contracts in the Cayman Islands, and exercising in the
Cayman Islands all of its powers necessary for the carrying on of its
business outside the Cayman Islands.
7. The liability of the members is limited to the amount, if any, unpaid
on the shares respectively held by them.
8. The capital of the Company is US$50,000.00 divided into 5,000,000
shares of a nominal or par value of US$0.01 each provided always that
subject to the provisions of the Companies Law (2003 Revision) and the
Articles of Association the Company shall have power to redeem or
purchase any of its shares and to sub-divide or consolidate the said
shares or any of them and to issue all or any part of its capital
whether original, redeemed, increased or reduced with or without any
preference, priority or special privilege or subject to any
postponement of rights or to any conditions or restrictions whatsoever
and so that unless the conditions of issue shall otherwise expressly
provide every issue of shares whether stated to be Ordinary, Preference
or otherwise shall be subject to the powers on the part of the Company
hereinbefore provided.
9. The Company may exercise the power contained in Section 226 of the
Companies Law (2003 Revision) to deregister in the Cayman Islands and
be registered by way of continuation in some other jurisdiction.
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THE COMPANIES LAW (2003 REVISION)
COMPANY LIMITED BY SHARES
ARTICLES OF ASSOCIATION
OF
BCP CRYSTAL HOLDINGS LTD. 2
TABLE A
The Regulations contained or incorporated in Table 'A' in the First Schedule of
the Companies Law (2003 Revision) shall not apply to this Company and the
following Articles shall comprise the Articles of Association of the Company:
INTERPRETATION
1. In these Articles:
"COMPANIES LAW" means the Companies Law (2003 Revision) of the Cayman
Islands;
"DIRECTORS" and "BOARD OF DIRECTORS" means the Directors of the Company
for the time being, or as the case may be, the Directors assembled as a
Board or as a committee thereof;
"MEMBER" means a person whose name is entered in the Register of
Members and includes each subscriber to the Memorandum of Association
pending the issue to him of the subscriber share or shares;
"MEMORANDUM OF ASSOCIATION" means the Memorandum of Association of the
Company, as amended and re-stated from time to time;
"ORDINARY RESOLUTION" means a resolution:
(a) passed by a simple majority of such Members as, being entitled
to do so, vote in person or, where proxies are allowed, by
proxy at a general meeting of the Company and where a poll is
taken regard shall be had in computing a majority to the
number of votes to which each Member is entitled; or
(b) approved in writing by all of the Members entitled to vote at
a general meeting of the Company in one or more instruments
each signed by one or more of the Members and the effective
date of the resolution so adopted shall be the date on which
the instrument, or the last of such instruments if more than
one, is executed;
"PAID UP" means paid up as to the par value and any premium payable in
respect of the issue of any shares and includes credited as paid up;
"REGISTER OF MEMBERS" means the register to be kept by the Company in
accordance with Section 40 of the Companies Law;
"SEAL" means the Common Seal of the Company (if adopted) including any
facsimile thereof;
"SHARE" means any share in the capital of the Company, including a
fraction of any share;
"SIGNED" includes a signature or representation of a signature affixed
by mechanical means;
"SPECIAL RESOLUTION" means a resolution passed in accordance with
Section 60 of the Companies Law, being a resolution:
(a) passed by a majority of not less than two-thirds of such
Members as, being entitled to do so, vote in person or, where
proxies are allowed, by proxy at a general meeting of the
Company of which notice specifying the intention to propose
the resolution as a Special Resolution has been duly given and
where a poll is taken regard shall be had in computing a
majority to the number of votes to which each Member is
entitled; or
(b) approved in writing by all of the Members entitled to vote at
a general meeting of the Company in one or more instruments
each signed by one or more of the Members and the effective
date of the Special Resolution so adopted shall be the date on
which the instrument or the last of such instruments if more
than one, is executed.
2. In these Articles, save where the context requires otherwise:
(a) words importing the singular number shall include the plural
number and vice versa;
(b) words importing the masculine gender only shall include the
feminine gender;
(c) words importing persons only shall include companies or
associations or bodies of persons, whether corporate or not;
(d) "MAY" shall be construed as permissive and "SHALL" shall be
construed as imperative;
(e) references to a "DOLLAR" or "DOLLARS" or $ is a reference to
dollars of the United States; and
(f) references to a statutory enactment shall include reference to
any amendment or re-enactment thereof for the time being in
force.
3. Subject to the last two preceding Articles, any words defined in the
Companies Law shall, if not inconsistent with the subject or context,
bear the same meaning in these Articles.
PRELIMINARY
4. The business of the Company may be commenced as soon after
incorporation as the Directors see fit.
5. The registered office of the Company shall be at such address in the
Cayman Islands as the Directors shall from time to time determine. The
Company may in addition establish and maintain such other offices and
places of business and agencies in such places as the Directors may
from time to time determine.
SHARES
6. Subject as otherwise provided in these Articles, all shares for the
time being and from time to time unissued shall be under the control of
the Directors, and may be re-designated, allotted or disposed of in
such manner, to such persons and on such terms as the Directors in
their absolute discretion may think fit.
7. The Company may insofar as may be permitted by law, pay a commission to
any person in consideration of his subscribing or agreeing to subscribe
whether absolutely or conditionally for any
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shares. Such commissions may be satisfied by the payment of cash or the
lodgement of fully or partly paid-up shares or partly in one way and
partly in the other. The Company may also on any issue of shares pay
such brokerage as may be lawful.
VARIATION OF RIGHTS ATTACHING TO SHARES
8. If at any time the share capital is divided into different classes of
shares, the rights attaching to any class (unless otherwise provided by
the terms of issue of the shares of that class) may be varied or
abrogated with the consent in writing of the holders of two-thirds of
the issued shares of that class, or with the sanction of a resolution
passed by at least a two-thirds majority of the holders of shares of
the class present in person or by proxy at a separate general meeting
of the holders of the shares of the class. To every such separate
general meeting the provisions of these Articles relating to general
meetings of the Company shall mutatis mutandis apply, but so that the
necessary quorum shall be at least one person holding or representing
by proxy at least one-third of the issued shares of the class and that
any holder of shares of the class present in person or by proxy may
demand a poll.
9. The rights conferred upon the holders of the shares of any class issued
with preferred or other rights shall not, unless otherwise expressly
provided by the terms of issue of the shares of that class, be deemed
to be varied or abrogated by the creation or issue of further shares
ranking pari passu therewith or the redemption or purchase of shares of
any class by the Company.
CERTIFICATES
10. Every person whose name is entered as a member in the Register of
Members shall, without payment, be entitled to a certificate in the
form determined by the Directors. Such certificate may be under the
Seal. All certificates shall specify the share or shares held by that
person and the amount paid up thereon, provided that in respect of a
share or shares held jointly by several persons the Company shall not
be bound to issue more than one certificate, and delivery of a
certificate for a share to one of several joint holders shall be
sufficient delivery to all.
11. If a share certificate is defaced, lost or destroyed it may be renewed
on such terms, if any, as to evidence and indemnity as the Directors
think fit.
FRACTIONAL SHARES
12. The Directors may issue fractions of a share of any class of shares,
and, if so issued, a fraction of a share (calculated to three decimal
points) shall be subject to and carry the corresponding fraction of
liabilities (whether with respect to any unpaid amount thereon,
contribution, calls or otherwise), limitations, preferences,
privileges, qualifications, restrictions, rights (including, without
limitation, voting and participation rights) and other attributes of a
whole share of the same class of shares.
LIEN
13. The Company shall have a first priority lien and charge on every partly
paid share for all moneys (whether presently payable or not) called or
payable at a fixed time in respect of that share, and the Company shall
also have a first priority lien and charge on all partly paid shares
standing registered in the name of a Member (whether held solely or
jointly with another person) for all moneys presently payable by him or
his estate to the Company, but the Directors may at any time declare
any share to be wholly or in part exempt from the provisions of this
Article. The Company's lien, if any, on a share shall extend to all
distributions payable thereon.
14. The Company may sell, in such manner as the Directors in their absolute
discretion think fit, any shares on which the Company has a lien, but
no sale shall be made unless an amount in respect of which the lien
exists is presently payable nor until the expiration of 14 days after a
notice in writing, stating and demanding payment of such part of the
amount in respect of which the lien exists as is
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presently payable, has been given to the registered holder for the time
being of the share, or the persons entitled thereto by reason of his
death or bankruptcy.
15. For giving effect to any such sale the Directors may authorise some
person to transfer the shares sold to the purchaser thereof. The
purchaser shall be registered as the holder of the shares comprised in
any such transfer and he shall not be bound to see to the application
of the purchase money, nor shall his title to the shares be affected by
any irregularity or invalidity in the proceedings in reference to the
sale.
16. The proceeds of the sale after deduction of expenses, fees and
commission incurred by the Company shall be received by the Company and
applied in payment of such part of the amount in respect of which the
lien exists as is presently payable, and the residue shall (subject to
a like lien for sums not presently payable as existed upon the shares
prior to the sale) be paid to the person entitled to the shares at the
date of the sale.
CALLS ON SHARES
17. The Directors may from time to time make calls upon the Members in
respect of any moneys unpaid on their partly paid shares, and each
Member shall (subject to receiving at least 14 days notice specifying
the time or times of payment) pay to the Company at the time or times
so specified the amount called on such shares.
18. The joint holders of a share shall be jointly and severally liable to
pay calls in respect thereof.
19. If a sum called in respect of a share is not paid before or on the day
appointed for payment thereof, the person from whom the sum is due
shall pay interest upon the sum at the rate of eight per centum per
annum from the day appointed for the payment thereof to the time of the
actual payment, but the Directors shall be at liberty to waive payment
of that interest wholly or in part.
20. The provisions of these Articles as to the liability of joint holders
and as to payment of interest shall apply in the case of non-payment of
any sum which, by the terms of issue of a share, becomes payable at a
fixed time, whether on account of the amount of the share, or by way of
premium, as if the same had become payable by virtue of a call duly
made and notified.
21. The Directors may make arrangements on the issue of partly paid shares
for a difference between the Members, or the particular shares, in the
amount of calls to be paid and in the times of payment.
22. The Directors may, if they think fit, receive from any Member willing
to advance the same all or any part of the moneys uncalled and unpaid
upon any partly paid shares held by him, and upon all or any of the
moneys so advanced may (until the same would, but for such advance,
become presently payable) pay interest at such rate (not exceeding
without the sanction of an Ordinary Resolution, eight per cent. per
annum) as may be agreed upon between the Member paying the sum in
advance and the Directors.
FORFEITURE OF SHARES
23. If a Member fails to pay any call or instalment of a call in respect of
partly paid shares on the day appointed for payment, the Directors may,
at any time thereafter during such time as any part of such call or
instalment remains unpaid, serve a notice on him requiring payment of
so much of the call or instalment as is unpaid, together with any
interest which may have accrued.
24. The notice shall name a further day (not earlier than the expiration of
14 days from the date of the notice) on or before which the payment
required by the notice is to be made, and shall state that in the event
of non-payment at or before the time appointed the shares in respect of
which the call was made will be liable to be forfeited.
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25. If the requirements of any such notice as aforesaid are not complied
with, any share in respect of which the notice has been given may at
any time thereafter, before the payment required by notice has been
made, be forfeited by a resolution of the Directors to that effect.
26. A forfeited share may be sold or otherwise disposed of on such terms
and in such manner as the Directors think fit, and at any time before a
sale or disposition the forfeiture may be cancelled on such terms as
the Directors think fit.
27. A person whose shares have been forfeited shall cease to be a Member in
respect of the forfeited shares, but shall, notwithstanding, remain
liable to pay to the Company all moneys which at the date of forfeiture
were payable by him to the Company in respect of the shares forfeited,
but his liability shall cease if and when the Company receives payment
in full of the amount unpaid on the shares forfeited.
28. A statutory declaration in writing that the declarant is a Director,
and that a share has been duly forfeited on a date stated in the
declaration, shall be conclusive evidence of the facts in the
declaration as against all persons claiming to be entitled to the
share.
29. The Company may receive the consideration, if any, given for a share on
any sale or disposition thereof pursuant to the provisions of these
Articles as to forfeiture and may execute a transfer of the share in
favour of the person to whom the share is sold or disposed of and that
person shall be registered as the holder of the share, and shall not be
bound to see to the application of the purchase money, if any, nor
shall his title to the shares be affected by any irregularity or
invalidity in the proceedings in reference to the disposition or sale.
30. The provisions of these Articles as to forfeiture shall apply in the
case of non-payment of any sum which by the terms of issue of a share
becomes due and payable, whether on account of the amount of the share,
or by way of premium, as if the same had been payable by virtue of a
call duly made and notified.
TRANSFER OF SHARES
31. The instrument of transfer of any share shall be in any usual or common
form or such other form as the Directors may, in their absolute
discretion, approve and be executed by or on behalf of the transferor
and if in respect of a nil or partly paid up share, or if so required
by the Directors, shall also be executed on behalf of the transferee,
shall be accompanied by the certificate (if any) of the shares to which
it relates and such other evidence as the Directors may reasonably
require to show the right of the transferor to make the transfer. The
transferor shall be deemed to remain a holder of the share until the
name of the transferee is entered in the Register of Members in respect
thereof.
32. The Directors may in their absolute discretion decline to register any
transfer of shares without assigning any reason therefor. If the
Directors refuse to register a transfer of any shares, they shall
within two months after the date on which the transfer was lodged with
the Company send to the transferee notice of the refusal.
33. The registration of transfers may be suspended at such times and for
such periods as the Directors may, in their absolute discretion, from
time to time determine, provided always that such registration shall
not be suspended for more than 45 days in any year.
34. All instruments of transfer which are registered shall be retained by
the Company, but any instrument of transfer which the Directors decline
to register shall (except in any case of fraud) be returned to the
person depositing the same.
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TRANSMISSION OF SHARES
35. The legal personal representative of a deceased sole holder of a share
shall be the only person recognised by the Company as having any title
to the share. In the case of a share registered in the name of two or
more holders, the survivors or survivor, or the legal personal
representatives of the deceased survivor, shall be the only person
recognised by the Company as having any title to the share.
36. Any person becoming entitled to a share in consequence of the death or
bankruptcy of a Member shall upon such evidence being produced as may
from time to time be required by the Directors, have the right either
to be registered as a Member in respect of the share or, instead of
being registered himself, to make such transfer of the share as the
deceased or bankrupt person could have made; but the Directors shall,
in either case, have the same right to decline or suspend registration
as they would have had in the case of a transfer of the share by the
deceased or bankrupt person before the death or bankruptcy.
37. A person becoming entitled to a share by reason of the death or
bankruptcy of the holder shall be entitled to the same dividends and
other advantages to which he would be entitled if he were the
registered holder of the share, except that he shall not, before being
registered as a Member in respect of the share, be entitled in respect
of it to exercise any right conferred by membership in relation to
meetings of the Company.
ALTERATION OF CAPITAL
38. The Company may from time to time by Ordinary Resolution increase the
share capital by such sum, to be divided into shares of such classes
and amount, as the resolution shall prescribe.
39. The Company may by Ordinary Resolution:
(a) consolidate and divide all or any of its share capital into
shares of a larger amount than its existing shares;
(b) convert all or any of its paid up shares into stock and
reconvert that stock into paid up shares of any denomination;
(c) subdivide its existing shares, or any of them into shares of a
smaller amount provided that in the subdivision the proportion
between the amount paid and the amount, if any, unpaid on each
reduced share shall be the same as it was in case of the share
from which the reduced share is derived;
(d) cancel any shares which, at the date of the passing of the
resolution, have not been taken or agreed to be taken by any
person and diminish the amount of its share capital by the
amount of the shares so cancelled.
40. The Company may by Special Resolution reduce its share capital and any
capital redemption reserve in any manner authorised by law.
REDEMPTION AND PURCHASE OF OWN SHARES
41. Subject to the provisions of the Companies Law, the Company may:
(a) issue shares on terms that they are to be redeemed or are
liable to be redeemed at the option of the Company or the
Member on such terms and in such manner as the Directors may,
before the issue of such shares, determine;
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(b) purchase its own shares (including any redeemable shares) on
such terms and in such manner as the Directors may determine
and agree with the Member; and
(c) make a payment in respect of the redemption or purchase of its
own shares otherwise than out of profits or the proceeds of a
fresh issue of shares.
42. Any share in respect of which notice of redemption has been given shall
not be entitled to participate in the profits of the Company in respect
of the period after the date specified as the date of redemption in the
notice of redemption.
43. The redemption or purchase of any share shall not be deemed to give
rise to the redemption or purchase of any other share.
44. The Directors may when making payments in respect of redemption or
purchase of shares, if authorised by the terms of issue of the shares
being redeemed or purchased or with the agreement of the holder of such
shares, make such payment either in cash or in specie.
CLOSING REGISTER OF MEMBERS OR FIXING RECORD DATE
45. For the purpose of determining those Members that are entitled to
receive notice of, attend or vote at any meeting of Members or any
adjournment thereof, or those Members that are entitled to receive
payment of any dividend, or in order to make a determination as to who
is a Member for any other purpose, the Directors may provide that the
Register of Members shall be closed for transfers for a stated period
which shall not exceed in any case 40 days. If the Register of Members
shall be so closed for the purpose of determining those Members that
are entitled to receive notice of, attend or vote at a meeting of
Members the register shall be so closed for at least 10 days
immediately preceding such meeting and the record date for such
determination shall be the date of the closure of the Register of
Members.
46. In lieu of or apart from closing the Register of Members, the Directors
may fix in advance a date as the record date for any such determination
of those Members that are entitled to receive notice of, attend or vote
at a meeting of the Members and for the purpose of determining those
Members that are entitled to receive payment of any dividend the
Directors may, at or within 90 days prior to the date of declaration of
such dividend fix a subsequent date as the record date for such
determination.
47. If the Register of Members is not so closed and no record date is fixed
for the determination of those Members entitled to receive notice of,
attend or vote at a meeting of Members or those Members that are
entitled to receive payment of a dividend, the date on which notice of
the meeting is posted or the date on which the resolution of the
Directors declaring such dividend is adopted, as the case may be, shall
be the record date for such determination of Members. When a
determination of those Members that are entitled to receive notice of,
attend or vote at a meeting of Members has been made as provided in
this Article, such determination shall apply to any adjournment
thereof.
GENERAL MEETINGS
48. The Directors may, whenever they think fit, convene a general meeting
of the Company.
49. General meetings shall also be convened on the written requisition of
any Member or Members entitled to attend and vote at general meetings
of the Company who hold not less than 10 per cent of the paid up voting
share capital of the Company deposited at the registered office of the
Company specifying the objects of the meeting for a date no later than
21 days from the date of deposit of the requisition signed by the
requisitionists, and if the Directors do not convene such meeting for a
date not later than 45 days after the date of such deposit, the
requisitionists themselves may convene the general meeting in the same
manner, as nearly as possible, as that in which general meetings may be
convened by the Directors, and all reasonable expenses incurred by the
requisitionists as a result
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of the failure of the Directors to convene the general meeting shall be
reimbursed to them by the Company.
50. If at any time there are no Directors, any two Members (or if there is
only one Member then that Member) entitled to vote at general meetings
of the Company may convene a general meeting in the same manner as
nearly as possible as that in which meetings may be convened by the
Directors.
NOTICE OF GENERAL MEETINGS
51. At least seven days notice counting from the date service is deemed to
take place as provided in these Articles specifying the place, the day
and the hour of the meeting and, in case of special business, the
general nature of that business, shall be given in the manner
hereinafter provided or in such other manner (if any) as may be
prescribed by the Company by Ordinary Resolution to such persons as
are, under these Articles, entitled to receive such notices from the
Company, but with the consent of all the Members entitled to receive
notice of some particular meeting and attend and vote thereat, that
meeting may be convened by such shorter notice or without notice and in
such manner as those Members may think fit.
52. The accidental omission to give notice of a meeting to or the
non-receipt of a notice of a meeting by any Member shall not invalidate
the proceedings at any meeting.
PROCEEDINGS AT GENERAL MEETINGS
53. All business carried out at a general meeting shall be deemed special
with the exception of sanctioning a dividend, the consideration of the
accounts, balance sheets, and any report of the Directors or of the
Company's auditors, the appointment and removal of Directors and the
fixing of the remuneration of the Company's auditors. No special
business shall be transacted at any general meeting without the consent
of all Members entitled to receive notice of that meeting unless notice
of such special business has been given in the notice convening that
meeting.
54. No business shall be transacted at any general meeting unless a quorum
of Members is present at the time when the meeting proceeds to
business. Save as otherwise provided by these Articles, one or more
Members holding at least a majority of the paid up voting share capital
of the Company present in person or by proxy shall be a quorum.
55. If within half an hour from the time appointed for the meeting a quorum
is not present, the meeting, if convened upon the requisition of
Members, shall be dissolved. In any other case it shall stand adjourned
to the same day in the next week, at the same time and place, and if at
the adjourned meeting a quorum is not present within half an hour from
the time appointed for the meeting the Member or Members present and
entitled to vote shall be a quorum.
56. If the Directors wish to make this facility available to Members for a
specific or all general meetings of the Company, a Member may
participate in any general meeting of the Company, by means of a
telephone or similar communication equipment by way of which all
persons participating in such meeting can hear each other and such
participation shall be deemed to constitute presence in person at the
meeting.
57. The chairman, if any, of the Board of Directors shall preside as
chairman at every general meeting of the Company.
58. If there is no such chairman, or if at any general meeting he is not
present within fifteen minutes after the time appointed for holding the
meeting or is unwilling to act as chairman, the Members present shall
choose one of their number to be chairman of that meeting.
59. The chairman may with the consent of any general meeting at which a
quorum is present (and shall if so directed by the meeting) adjourn a
meeting from time to time and from place to place, but no
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business shall be transacted at any adjourned meeting other than the
business left unfinished at the meeting from which the adjournment took
place. When a meeting is adjourned for 14 days or more, notice of the
adjourned meeting shall be given as in the case of an original meeting.
Save as aforesaid it shall not be necessary to give any notice of an
adjournment or of the business to be transacted at an adjourned
meeting.
60. At any general meeting a resolution put to the vote of the meeting
shall be decided on a show of hands, unless a poll is (before or on the
declaration of the result of the show of hands) demanded by one or more
Members present in person or by proxy entitled to vote, and unless a
poll is so demanded, a declaration by the chairman that a resolution
has, on a show of hands, been carried, or carried unanimously, or by a
particular majority, or lost, and an entry to that effect in the book
of the proceedings of the Company, shall be conclusive evidence of the
fact, without proof of the number or proportion of the votes recorded
in favour of, or against, that resolution.
61. If a poll is duly demanded it shall be taken in such manner as the
chairman directs, and the result of the poll shall be deemed to be the
resolution of the meeting at which the poll was demanded.
62. In the case of an equality of votes, whether on a show of hands or on a
poll, the chairman of the meeting at which the show of hands takes
place or at which the poll is demanded, shall be entitled to a second
or casting vote.
63. A poll demanded on the election of a chairman of the meeting or on a
question of adjournment shall be taken forthwith. A poll demanded on
any other question shall be taken at such time as the chairman of the
meeting directs.
VOTES OF MEMBERS
64. Subject to any rights and restrictions for the time being attached to
any class or classes of shares, on a show of hands every Member present
in person and every person representing a Member by proxy shall at a
general meeting of the Company have one vote and on a poll every Member
and every person representing a Member by proxy shall have one vote for
each share of which he or the person represented by proxy is the
holder.
65. In the case of joint holders the vote of the senior who tenders a vote
whether in person or by proxy shall be accepted to the exclusion of the
votes of the joint holders and for this purpose seniority shall be
determined by the order in which the names stand in the Register of
Members.
66. A Member of unsound mind, or in respect of whom an order has been made
by any court having jurisdiction in lunacy, may vote, whether on a show
of hands or on a poll, by his committee, or other person in the nature
of a committee appointed by that court, and any such committee or other
person may vote by proxy.
67. No Member shall be entitled to vote at any general meeting unless all
calls or other sums presently payable by him in respect of shares
carrying the right to vote held by him have been paid.
68. On a poll votes may be given either personally or by proxy.
69. The instrument appointing a proxy shall be in writing under the hand of
the appointor or of his attorney duly authorised in writing or, if the
appointor is a corporation, either under seal or under the hand of an
officer or attorney duly authorised. A proxy need not be a Member.
70. An instrument appointing a proxy may be in any usual or common form or
such other form as the Directors may approve.
71. The instrument appointing a proxy shall be deemed to confer authority
to demand or join in demanding a poll.
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72. A resolution in writing signed by all the Members for the time being
entitled to receive notice of and to attend and vote at general
meetings (or being corporations by their duly authorised
representatives) shall be as valid and effective as if the same had
been passed at a general meeting of the Company duly convened and held.
CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS
73. Any corporation which is a Member or a Director may by resolution of
its directors or other governing body authorise such person as it
thinks fit to act as its representative at any meeting of the Company
or of any class of Members or of the Board of Directors or of a
committee of Directors, and the person so authorised shall be entitled
to exercise the same powers on behalf of the corporation which he
represents as that corporation could exercise if it were an individual
Member or Director.
DIRECTORS
74. The name of the first Director(s) shall either be determined in writing
by a majority (or in the case of a sole subscriber that subscriber) of,
or elected at a meeting of, the subscribers of the Memorandum of
Association.
75. The Company may by Ordinary Resolution appoint any person to be a
Director.
76. Subject to the provisions of these Articles, a Director shall hold
office until such time as he is removed from office by the Company by
Ordinary Resolution.
77. The Company may by Ordinary Resolution from time to time fix the
maximum and minimum number of Directors to be appointed but unless such
number is fixed as aforesaid the number of Directors shall be
unlimited.
78. The remuneration of the Directors may be determined by the Board of
Directors or by the Company by Ordinary Resolution.
79. There shall be no shareholding qualification for Directors unless
determined otherwise by the Company by Ordinary Resolution.
80. The Directors shall have power at any time and from time to time to
appoint a person as Director, either as a result of a casual vacancy or
as an additional Director, subject to the maximum number (if any)
imposed by the Company by Ordinary Resolution.
ALTERNATE DIRECTOR
81. Any Director may in writing appoint another person to be his alternate
to act in his place at any meeting of the Directors at which he is
unable to be present. Every such alternate shall be entitled to notice
of meetings of the Directors and to attend and vote thereat as a
Director when the person appointing him is not personally present and
where he is a Director to have a separate vote on behalf of the
Director he is representing in addition to his own vote. A Director may
at any time in writing revoke the appointment of an alternate appointed
by him. Such alternate shall not be an officer of the Company and shall
be deemed to be the agent of the Director appointing him. The
remuneration of such alternate shall be payable out of the remuneration
of the Director appointing him and the proportion thereof shall be
agreed between them.
82. Any Director may appoint any person, whether or not a Director, to be
the proxy of that Director to attend and vote on his behalf, in
accordance with instructions given by that Director, or in the absence
of such instructions at the discretion of the proxy, at a meeting or
meetings of the Directors which that Director is unable to attend
personally. The instrument appointing the proxy shall be in writing
under the hand of the appointing Director and shall be in any usual or
common form or such other form as
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10
the Directors may approve, and must be lodged with the chairman of the
meeting of the Directors at which such proxy is to be used, or first
used, prior to the commencement of the meeting.
POWERS AND DUTIES OF DIRECTORS
83. Subject to the provisions of the Companies Law, these Articles and to
any resolutions made in a general meeting, the business of the Company
shall be managed by the Directors, who may pay all expenses incurred in
setting up and registering the Company and may exercise all powers of
the Company. No resolution made by the Company in general meeting shall
invalidate any prior act of the Directors which would have been valid
if that resolution had not been made.
84. The Directors may from time to time appoint any person, whether or not
a Director to hold such office in the Company as the Directors may
think necessary for the administration of the Company, including but
not limited to, the office of president, one or more vice-presidents,
treasurer, assistant treasurer, manager or controller, and for such
term and at such remuneration (whether by way of salary or commission
or participation in profits or partly in one way and partly in
another), and with such powers and duties as the Directors may think
fit. Any person so appointed by the Directors may be removed by the
Directors. The Directors may also appoint one or more of their number
to the office of managing director upon like terms, but any such
appointment shall ipso facto determine if any managing director ceases
from any cause to be a Director, or if the Company by Ordinary
Resolution resolves that his tenure of office be terminated.
85. The Directors may appoint a Secretary (and if need be an Assistant
Secretary or Assistant Secretaries) who shall hold office for such
term, at such remuneration and upon such conditions and with such
powers as they think fit. Any Secretary or Assistant Secretary so
appointed by the Directors may be removed by the Directors.
86. The Directors may delegate any of their powers to committees consisting
of such member or members of their body as they think fit; any
committee so formed shall in the exercise of the powers so delegated
conform to any regulations that may be imposed on it by the Directors.
87. The Directors may from time to time and at any time by power of
attorney appoint any company, firm or person or body of persons,
whether nominated directly or indirectly by the Directors, to be the
attorney or attorneys of the Company for such purposes and with such
powers, authorities and discretion (not exceeding those vested in or
exercisable by the Directors under these Articles) and for such period
and subject to such conditions as they may think fit, and any such
power of attorney may contain such provisions for the protection and
convenience of persons dealing with any such attorney as the Directors
may think fit, and may also authorise any such attorney to delegate all
or any of the powers, authorities and discretion vested in him.
88. The Directors may from time to time provide for the management of the
affairs of the Company in such manner as they shall think fit and the
provisions contained in the three next following Articles shall not
limit the general powers conferred by this Article.
89. The Directors from time to time and at any time may establish any
committees, local boards or agencies for managing any of the affairs of
the Company and may appoint any persons to be members of such
committees or local boards and may appoint any managers or agents of
the Company and may fix the remuneration of any such persons.
90. The Directors from time to time and at any time may delegate to any
such committee, local board, manager or agent any of the powers,
authorities and discretions for the time being vested in the Directors
and may authorise the members for the time being of any such local
board, or any of them to fill any vacancies therein and to act
notwithstanding vacancies and any such appointment or delegation may be
made on such terms and subject to such conditions as the Directors may
think fit and the Directors may at any time remove any person so
appointed and may annul or vary any such
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11
delegation, but no person dealing in good faith and without notice of
any such annulment or variation shall be affected thereby.
91. Any such delegates as aforesaid may be authorised by the Directors to
subdelegate all or any of the powers, authorities, and discretion for
the time being vested in them.
BORROWING POWERS OF DIRECTORS
92. The Directors may exercise all the powers of the Company to borrow
money and to mortgage or charge its undertaking, property and uncalled
capital or any part thereof, to issue debentures, debenture stock and
other securities whenever money is borrowed or as security for any
debt, liability or obligation of the Company or of any third party.
THE SEAL
93. The Seal shall not be affixed to any instrument except by the authority
of a resolution of the Board of Directors provided always that such
authority may be given prior to or after the affixing of the Seal and
if given after may be in general form confirming a number of affixings
of the Seal. The Seal shall be affixed in the presence of a Director or
a Secretary (or an Assistant Secretary) or in the presence of any one
or more persons as the Directors may appoint for the purpose and every
person as aforesaid shall sign every instrument to which the Seal is so
affixed in their presence.
94. The Company may maintain a facsimile of the Seal in such countries or
places as the Directors may appoint and such facsimile Seal shall not
be affixed to any instrument except by the authority of a resolution of
the Board of Directors provided always that such authority may be given
prior to or after the affixing of such facsimile Seal and if given
after may be in general form confirming a number of affixings of such
facsimile Seal. The facsimile Seal shall be affixed in the presence of
such person or persons as the Directors shall for this purpose appoint
and such person or persons as aforesaid shall sign every instrument to
which the facsimile Seal is so affixed in their presence and such
affixing of the facsimile Seal and signing as aforesaid shall have the
same meaning and effect as if the Seal had been affixed in the presence
of and the instrument signed by a Director or a Secretary (or an
Assistant Secretary) or in the presence of any one or more persons as
the Directors may appoint for the purpose.
95. Notwithstanding the foregoing, a Secretary or any Assistant Secretary
shall have the authority to affix the Seal, or the facsimile Seal, to
any instrument for the purposes of attesting authenticity of the matter
contained therein but which does not create any obligation binding on
the Company.
DISQUALIFICATION OF DIRECTORS
96. The office of Director shall be vacated, if the Director:
(a) becomes bankrupt or makes any arrangement or composition with
his creditors;
(b) is found to be or becomes of unsound mind;
(c) resigns his office by notice in writing to the Company;
(d) is removed from office by Ordinary Resolution; or
(e) is removed from office by notice addressed to him at his last
known address and signed by all his co-Directors (not being
less than two in number).
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PROCEEDINGS OF DIRECTORS
97. The Directors may meet together (either within or without the Cayman
Islands) for the despatch of business, adjourn, and otherwise regulate
their meetings and proceedings as they think fit. Questions arising at
any meeting shall be decided by a majority of votes. In case of an
equality of votes the chairman shall have a second or casting vote. A
Director may, and a Secretary or Assistant Secretary on the requisition
of a Director shall, at any time summon a meeting of the Directors.
98. A Director or Directors may participate in any meeting of the Board of
Directors, or of any committee appointed by the Board of Directors of
which such Director or Directors are members, by means of telephone or
similar communication equipment by way of which all persons
participating in such meeting can hear each other and such
participation shall be deemed to constitute presence in person at the
meeting.
99. The quorum necessary for the transaction of the business of the
Directors may be fixed by the Directors, and unless so fixed, if there
be two or more Directors shall be two, and if there be one Director the
quorum shall be one. A Director represented by proxy or by an Alternate
Director at any meeting shall be deemed to be present for the purposes
of determining whether or not a quorum is present.
100. A Director who is in any way, whether directly or indirectly,
interested in a contract or proposed contract with the Company shall
declare the nature of his interest at a meeting of the Directors. A
general notice given to the Board of Directors by any Director to the
effect that he is a member of any specified company or firm and is to
be regarded as interested in any contract which may thereafter be made
with that company or firm shall be deemed a sufficient declaration of
interest in regard to any contract so made. A Director may vote in
respect of any contract or proposed contract or arrangement
notwithstanding that he may be interested therein and if he does so his
vote shall be counted and he may be counted in the quorum at any
meeting of the Directors at which any such contract or proposed
contract or arrangement shall come before the meeting for
consideration.
101. A Director may hold any other office or place of profit under the
Company (other than the office of auditor) in conjunction with his
office of Director for such period and on such terms (as to
remuneration and otherwise) as the Directors may determine and no
Director or intending Director shall be disqualified by his office from
contracting with the Company either with regard to his tenure of any
such other office or place of profit or as vendor, purchaser or
otherwise, nor shall any such contract or arrangement entered into by
or on behalf of the Company 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
for any profit realised by any such contract or arrangement by reason
of such Director holding that office or of the fiduciary relation
thereby established. A Director, notwithstanding his interest, may be
counted in the quorum present at any meeting of the Directors whereat
he or any other Director is appointed to hold any such office or place
of profit under the Company or whereat the terms of any such
appointment are arranged and he may vote on any such appointment or
arrangement.
102. Any Director may act by himself or his firm in a professional capacity
for the Company, and he or his firm shall be entitled to remuneration
for professional services as if he were not a Director; provided that
nothing herein contained shall authorise a Director or his firm to act
as auditor to the Company.
103. The Directors shall cause minutes to be made in books or loose-leaf
folders provided for the purpose of recording:
(a) all appointments of officers made by the Directors;
(b) the names of the Directors present at each meeting of the
Directors and of any committee of the Directors;
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(c) all resolutions and proceedings at all meetings of the
Company, and of the Directors and of committees of Directors.
104. When the chairman of a meeting of the Directors signs the minutes of
such meeting those minutes shall be deemed to have been duly held
notwithstanding that all the Directors have not actually come together
or that there may have been a technical defect in the proceedings.
105. A resolution signed by all the Directors shall be as valid and
effectual as if it had been passed at a meeting of the Directors duly
called and constituted. When signed a resolution may consist of several
documents each signed by one or more of the Directors.
106. The continuing Directors may act notwithstanding any vacancy in their
body but if and so long as their number is reduced below the number
fixed by or pursuant to these Articles as the necessary quorum of
Directors, the continuing Directors may act for the purpose of
increasing the number, or of summoning a general meeting of the
Company, but for no other purpose.
107. The Directors may elect a chairman of their meetings and determine the
period for which he is to hold office but if no such chairman is
elected, or if at any meeting the chairman is not present within
fifteen minutes after the time appointed for holding the meeting, the
Directors present may choose one of their number to be chairman of the
meeting.
108. A committee appointed by the Directors may elect a chairman of its
meetings. If no such chairman is elected, or if at any meeting the
chairman is not present within five minutes after the time appointed
for holding the meeting, the members present may choose one of their
number to be chairman of the meeting.
109. A committee appointed by the Directors may meet and adjourn as it
thinks proper. Questions arising at any meeting shall be determined by
a majority of votes of the committee members present and in case of an
equality of votes the chairman shall have a second or casting vote.
110. All acts done by any meeting of the Directors or of a committee of
Directors, or by any person acting as a Director, shall notwithstanding
that it be afterwards discovered that there was some defect in the
appointment of any such Director or person acting as aforesaid, or that
they or any of them were disqualified, be as valid as if every such
person had been duly appointed and was qualified to be a Director.
DIVIDENDS
111. Subject to any rights and restrictions for the time being attached to
any class or classes of shares, the Directors may from time to time
declare dividends (including interim dividends) and other distributions
on shares in issue and authorise payment of the same out of the funds
of the Company lawfully available therefor.
112. Subject to any rights and restrictions for the time being attached to
any class or classes of shares, the Company by Ordinary Resolution may
declare dividends, but no dividend shall exceed the amount recommended
by the Directors.
113. The Directors may, before recommending or declaring any dividend, set
aside out of the funds legally available for distribution such sums as
they think proper as a reserve or reserves which shall, in the absolute
discretion of the Directors be applicable for meeting contingencies, or
for equalising dividends or for any other purpose to which those funds
may be properly applied and pending such application may in the
absolute discretion of the Directors, either be employed in the
business of the Company or be invested in such investments (other than
shares) as the Directors may from time to time think fit.
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114. Any dividend may be paid by cheque sent through the post to the
registered address of the Member or person entitled thereto, or in the
case of joint holders, to any one of such joint holders at his
registered address or to such person and such address as the Member or
person entitled, or such joint holders as the case may be, may direct.
Every such cheque shall be made payable to the order of the person to
whom it is sent or to the order of such other person as the Member or
person entitled, or such joint holders as the case may be, may direct.
115. The Directors when paying dividends to the Members in accordance with
the provisions of these Articles may make such payment either in cash
or in specie.
116. Subject to any rights and restrictions for the time being attached to
any class or classes of shares, all dividends shall be declared and
paid according to the amounts paid on the shares, but if and so long as
nothing is paid up on any of the shares dividends may be declared and
paid according to the par value of the shares. No amount paid on a
share in advance of calls shall, while carrying interest, be treated
for the purposes of this Article as paid on the share.
117. If several persons are registered as joint holders of any share, any of
them may give effectual receipts for any dividend or other moneys
payable on or in respect of the share.
118. No dividend shall bear interest against the Company.
ACCOUNTS AND AUDIT
119. The books of account relating to the Company's affairs shall be kept in
such manner as may be determined from time to time by the Directors.
120. The books of account shall be kept at the registered office of the
Company, or at such other place or places as the Directors think fit,
and shall always be open to the inspection of the Directors.
121. The Directors shall from time to time determine whether and to what
extent and at what times and places and under what conditions or
regulations the accounts and books of the Company or any of them shall
be open to the inspection of Members not being Directors, and no Member
(not being a Director) shall have any right of inspecting any account
or book or document of the Company except as conferred by law or
authorised by the Directors or by the Company by Ordinary Resolution.
122. The accounts relating to the Company's affairs shall only be audited if
the Directors so determine, in which case the financial year end and
the accounting principles will be determined by the Directors.
CAPITALISATION OF PROFITS
123. Subject to the Companies Law, the Directors may, with the authority of
an Ordinary Resolution:
(a) resolve to capitalise an amount standing to the credit of
reserves (including a share premium account, capital
redemption reserve and profit and loss account), whether or
not available for distribution;
(b) appropriate the sum resolved to be capitalised to the Members
in proportion to the nominal amount of shares (whether or not
fully paid) held by them respectively and apply that sum on
their behalf in or towards:
(i) paying up the amounts (if any) for the time being
unpaid on shares held by them respectively, or
(ii) paying up in full unissued shares or debentures of a
nominal amount equal to that sum,
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and allot the shares or debentures, credited as fully paid, to
the Members (or as they may direct) in those proportions, or
partly in one way and partly in the other, but the share
premium account, the capital redemption reserve and profits
which are not available for distribution may, for the purposes
of this Article, only be applied in paying up unissued shares
to be allotted to Members credited as fully paid;
(c) make any arrangements they think fit to resolve a difficulty
arising in the distribution of a capitalised reserve and in
particular, without limitation, where shares or debentures
become distributable in fractions the Directors may deal with
the fractions as they think fit;
(d) authorise a person to enter (on behalf of all the Members
concerned) into an agreement with the Company providing for
either:
(i) the allotment to the Members respectively, credited
as fully paid, of shares or debentures to which they
may be entitled on the capitalisation, or
(ii) the payment by the Company on behalf of the Members
(by the application of their respective proportions
of the reserves resolved to be capitalised) of the
amounts or part of the amounts remaining unpaid on
their existing shares,
and any such agreement made under this authority being
effective and binding on all those Members; and
(e) generally do all acts and things required to give effect to
the resolution.
SHARE PREMIUM ACCOUNT
124. The Directors shall in accordance with Section 34 of the Companies Law
establish a share premium account and shall carry to the credit of such
account from time to time a sum equal to the amount or value of the
premium paid on the issue of any share.
125. There shall be debited to any share premium account on the redemption
or purchase of a share the difference between the nominal value of such
share and the redemption or purchase price provided always that at the
discretion of the Directors such sum may be paid out of the profits of
the Company or, if permitted by Section 37 of the Companies Law, out of
capital.
NOTICES
126. Any notice or document may be served by the Company or by the person
entitled to give notice to any Member either personally, by facsimile
or by sending it through the post in a prepaid letter or via a
recognised courier service, fees prepaid, addressed to the Member at
his address as appearing in the Register of Members. In the case of
joint holders of a share, all notices shall be given to that one of the
joint holders whose name stands first in the Register of Members in
respect of the joint holding, and notice so given shall be sufficient
notice to all the joint holders.
127. Any Member present, either personally or by proxy, at any meeting of
the Company shall for all purposes be deemed to have received due
notice of such meeting and, where requisite, of the purposes for which
such meeting was convened.
128. Any notice or other document, if served by (a) post, shall be deemed to
have been served five days after the time when the letter containing
the same is posted, or, (b) facsimile, shall be deemed to have been
served upon production by the transmitting facsimile machine of a
report confirming transmission of the facsimile in full to the
facsimile number of the recipient or (c) recognised courier service,
shall be deemed to have been served 48 hours after the time when the
letter containing the same is delivered to the courier service. In
proving service by post or courier service it shall be
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16
sufficient to prove that the letter containing the notice or documents
was properly addressed and duly posted or delivered to the courier
service.
129. Any notice or document delivered or sent by post to or left at the
registered address of any Member in accordance with the terms of these
Articles shall notwithstanding that such Member be then dead or
bankrupt, and whether or not the Company has notice of his death or
bankruptcy, be deemed to have been duly served in respect of any share
registered in the name of such Member as sole or joint holder, unless
his name shall at the time of the service of the notice or document,
have been removed from the Register of Members as the holder of the
share, and such service shall for all purposes be deemed a sufficient
service of such notice or document on all persons interested (whether
jointly with or as claiming through or under him) in the share.
130. Notice of every general meeting of the Company shall be given to:
(a) all Members holding shares with the right to receive notice
and who have supplied to the Company an address for the giving
of notices to them; and
(b) every person entitled to a share in consequence of the death
or bankruptcy of a Member, who but for his death or bankruptcy
would be entitled to receive notice of the meeting.
No other person shall be entitled to receive notices of general
meetings.
INDEMNITY
131. Every Director (including for the purposes of this Article any
alternate Director appointed pursuant to the provisions of these
Articles), Secretary, Assistant Secretary, or other officer for the
time being and from time to time of the Company (but not including the
Company's auditors) and the personal representatives of the same shall
be indemnified and secured harmless out of the assets and funds of the
Company against all actions, proceedings, costs, charges, expenses,
losses, damages or liabilities incurred or sustained by him in or about
the conduct of the Company's business or affairs or in the execution or
discharge of his duties, powers, authorities or discretions, including
without prejudice to the generality of the foregoing, any costs,
expenses, losses or liabilities incurred by him in defending (whether
successfully or otherwise) any civil proceedings concerning the Company
or its affairs in any court whether in the Cayman Islands or elsewhere.
132. No such Director, alternate Director, Secretary, Assistant Secretary or
other officer of the Company (but not including the Company's auditors)
shall be liable (a) for the acts, receipts, neglects, defaults or
omissions of any other such Director or officer or agent of the Company
or (b) for any loss on account of defect of title to any property of
the Company or (c) on account of the insufficiency of any security in
or upon which any money of the Company shall be invested or (d) for any
loss incurred through any bank, broker or other similar person or (e)
for any loss occasioned by any negligence, default, breach of duty,
breach of trust, error of judgement or oversight on his part or (f) for
any loss, damage or misfortune whatsoever which may happen in or arise
from the execution or discharge of the duties, powers authorities, or
discretions of his office or in relation thereto, unless the same shall
happen through his own dishonesty.
NON-RECOGNITION OF TRUSTS
133. No person shall be recognised by the Company as holding any share upon
any trust and the Company shall not, unless required by law, be bound
by or be compelled in any way to recognise (even when having notice
thereof) any equitable, contingent or future interest in any of its
shares or any other rights in respect thereof except an absolute right
to the entirety thereof in each Member registered in the Register of
Members.
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WINDING UP
134. If the Company shall be wound up the liquidator may, with the sanction
of an Ordinary Resolution of the Company divide amongst the Members in
specie or kind the whole or any part of the assets of the Company
(whether they shall consist of property of the same kind or not) and
may, for such purpose set such value as he deems fair upon any property
to be divided as aforesaid and may determine how such division shall be
carried out as between the Members or different classes of shares. The
liquidator may, with the like sanction, vest the whole or any part of
such assets in trustees upon such trusts for the benefit of the
contributories as the liquidator, with the like sanction shall think
fit, but so that no Member shall be compelled to accept any shares or
other securities whereon there is any liability.
AMENDMENT OF ARTICLES OF ASSOCIATION
135. Subject to the Companies Law and the rights attaching to the various
classes of shares, the Company may at any time and from time to time by
Special Resolution alter or amend these Articles in whole or in part.
REGISTRATION BY WAY OF CONTINUATION
136. The Company may by Special Resolution resolve to be registered by way
of continuation in a jurisdiction outside the Cayman Islands or such
other jurisdiction in which it is for the time being incorporated,
registered or existing. In furtherance of a resolution adopted pursuant
to this Article, the Directors may cause an application to be made to
the Registrar of Companies to deregister the Company in the Cayman
Islands or such other jurisdiction in which it is for the time being
incorporated, registered or existing and may cause all such further
steps as they consider appropriate to be taken to effect the transfer
by way of continuation of the Company.
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