Exhibit 3.2
TERRITORY OF THE BRITISH VIRGIN ISLANDS
THE INTERNATIONAL BUSINESS COMPANIES ACT
(CAP. 291)
ARTICLES OF ASSOCIATION
OF
APEX WEALTH ENTERPRISES LIMITED
PRELIMINARY
1. In these Articles, if not inconsistent with the subject or context, the
words and expressions standing in the first column of the following table
shall bear the meanings set opposite them respectively in the second column
thereof.
Words Meaning
"capital" The sum of the aggregate par value of all outstanding shares with
par value of the Company and shares with par value held by the
Company as treasury shares plus
(a) the aggregate of the amounts designated as capital of all
outstanding shares without par value of the Company and shares
without par value held by the Company as treasury shares, and
(b) the amounts as are from time to time transferred from surplus
to capita] by a resolution of directors.
"member" A person who holds shares in the Company.
"person" An individual, a corporation, a trust, the estate of a
deceased individual, a partnership or an unincorporated
association of persons.
"resolution of
directors" (a) A resolution approved at a duly convened and constituted
meeting of directors of the Company or of a committee
of directors of the Company by the affirmative vote of a
simple majority of the directors present at the meeting
who voted and did urn abstain: or
(b) a resolution consented to in writing by all directors or of
all members of the committee, as the case may be; except that
where a director is given more than one vote, he shall be
counted by the number of votes he casts for the purpose of
establishing a majority.
"resolution of
members" (a) A resolution approved at a duly convened and constituted
meeting of the members of the Company by the affirmative vote
of
(i) a simple majority of the votes of the shares entitled to
vote thereon which were present at the meeting and were
voted and not abstained, or
(ii)a simple majority of the votes of each class or series of
shares which were present at the meeting and entitled to
vote thereon as a class or series and were voted and not
abstained and of a simple majority of the votes of the
remaining shares entitled to vote thereon which were
present at the meeting and were voted and not abstained; or
(b) a resolution consented to in writing by
(i) an absolute majority of the votes of shares entitled to
vote thereon, or
(ii)an absolute majority of the votes of each class or series
of shares entitled to vote thereon as a class or series
and of an absolute majority of the votes of the remaining
shares entitled to vote thereon.
"securities" Shares and debt obligations of every kind, and options, warrants
and rights to acquire shares, or debt obligations.
"surplus" The excess, if any, at the time of the determination of the total
assets of the Company over the aggregate of its total liabilities,
as shown in its books of account, plus the Company's capital.
"the Act" The International Business Companies Act (Cap. 291) including
any modification, extension, re-enactment or renewal
thereof and any regulations made hereunder.
"the
Memorandum" The Memorandum of Association of the Company as originally framed
or as from time to time amended.
"the Seal" Any Seal which has been duly adopted as the Seal of the Company.
"these
Articles" The Articles of Association as originally framed or as from time
to time amended.
"treasury
shares" Shares in the Company that were previously issued but were
repurchased, redeemed or otherwise acquired by the Company and not
cancelled.
2. "Written" or any term of like import includes words typewritten,
printed, painted, engraved, lithographed, photographed or represented or
reproduced by any mode of reproducing words in a visible form; including telex,
facsimile, telegram, cable, electronic message or other form of writing produced
by electronic communication.
3. Save as aforesaid any words or expressions defined in the Act shall bear
the same meaning in these Article.
4. Whenever the singular or plural number, or the masculine, feminine or
neuter gender is used in these Articles, it shall equally, where the context
admits, include the others.
5. A reference in these Articles to voting in relation to shares shall be
construed as a reference to voting by members holding the shares except that it
is the votes allocated to the shares that shall be counted and not the number of
members who actually voted and a reference to shares being present at a meeting
shall be given a corresponding construction.
6. A reference to money in these Articles is, unless otherwise stated, a
reference to the currency in which shares in the Company shall be issued
according to the provisions of the Memorandum.
REGISTERED SHARES
7. Every member holding registered shares in the Company shall be entitled
to a certificate signed by a director or officer of the Company and under the
Seal specifying the share or shares held by him and the signature of the
director or officer and the Seal may be facsimiles.
8. Any member receiving a share certificate for registered shares shall
indemnify and hold the Company and its directors and officers harmless from any
loss or liability which it or they may incur by reason of any wrongful or
fraudulent use or representation made by any person by virtue of the possession
thereof. If a share certificate for registered shares is worn out or lost it may
be renewed on production of the worn out certificate or on satisfactory proof of
its loss together with such indemnity as may be required by a resolution of
directors.
9. If several persons are registered as joint holders of any shares, any
one of such persons may give an effectual receipt for any dividend payable in
respect of such shares.
BEARER SHARES
10. Subject to a request for the issue of bearer shares and to the payment
of the appropriate consideration for the shares to be issued, the Company may,
to the extent authorised by the Memorandum, issue bearer shares to, and at the
expense of, such person as shall be specified in the request. Bearer shares may
not be issued for debt obligations, promissory notes or other obligations to
contribute money or property and registered shares issued for debt obligations,
promissory notes or other obligations to contribute money or property shall not
be exchanged for bearer shares unless such debt obligations, promissory notes or
other obligations to contribute money or property have been satisfied. The
Company may also upon receiving a request in writing accompanied by the share
certificate for the shares in question, exchange registered shares for bearer
shares or may exchange bearer shares for registered shares. Such request served
on the Company by the holder of bearer shares shall specify the name and address
of the person to be registered and unless the request is delivered in person by
the bearer shall be authenticated as hereinafter provided. Such request served
on the Company by the holder of bearer shares shall also be accompanied by any
coupons or talons which at the date of such delivery have not become due for
payment of dividends or any other distribution by the Company to the holders of
such shares. Following such exchange the share certificate relating to the
exchanged shares shall be delivered as directed by the member requesting the
exchange.
11. Bearer share certificates shall be under the Seal and shall state that
the bearer is entitled to the shares therein specified, and may provide by
coupons, talons or otherwise for the payment of dividends or other monies on the
shares included therein.
12. Subject to the provisions of the Act and of these Articles, the bearer
at a bearer share certificate shall be deemed to be a member of the Company and
shall be entitled to the same rights and privileges as he would have had if his
name had been included in the share register of the Company as the holder of the
shares.
13. Subject to any specific provisions in these Articles, in order to
exercise his rights as a member of the Company, the bearer of a bearer share
certificate shall produce the bearer share certificate as evidence of his
membership of the Company. Without prejudice to the generality of the foregoing,
the following rights may be exercised in the following manner
(a) for the purpose of exercising his voting rights at a meeting, the
bearer of a bearer share certificate shall produce such certificate to the
chairman of the meeting;
(b) for the purpose of exercising his vote on a resolution in writing, the
bearer of a bearer share certificate shall cause his signature to any such
resolution to be authenticated as hereinafter set forth;
(c) for the purpose of requisitioning a meeting of members, the bearer of a
bearer share certificate shall address his requisition to the directors and his
signature thereon shall be duly authenticated as hereinafter provided; and
(d) for the purpose of receiving dividends, the bearer of a bearer share
certificate shall present at such places as may be designated by the directors
any coupons or talons issued for such purpose, or shall present the bearer share
certificate to any paying agent authorised to pay dividends.
14. The signature of the bearer of a bearer share certificate shall be
deemed to be duly authenticated if the bearer of the bearer share certificate
shall produce such certificate to a notary public or a bank manager or a
director or officer of the Company (herein referred to as an "authorised
person") and if the authorised person shall endorse the document bearing such
signature with a statement:
(a) identifying the bearer share certificate produced to him by number and
date and specifying the number of shares and the class of shares (if
appropriate) comprised therein;
(b) confirming that the signature of the bearer of the bearer share
certificate was subscribed in his presence and that if the bearer is
representing a body corporate he has so acknowledged and has produced
satisfactory evidence thereof; or
(c) specifying the capacity in which he is qualified as an authorised
person and, if a notary public, affixing his seal thereto or, if a bank manager,
attaching an identifying stamp of the bank of which he is a manager,.
15. Notwithstanding any other provisions of these Articles, at any time,
the bearer of a bearer share certificate may deliver the certificate for such
shares into the custody of the Company at its registered office, whereupon the
Company shall issue a receipt therefor under the Seal signed by a director or
officer identifying by name and address the person delivering such certificate
and specifying the date and number of the bearer share certificate so deposited
and the number of shares comprised therein. Any such receipt may be used by the
person named therein for the purpose of exercising the rights vested in the
shares represented by the bearer share certificate so deposited including the
right to appoint a proxy. Any bearer share certificate so deposited shall be
returned to the person named in the receipt or his personal representative if
such person be dead and thereupon the receipt issued therefor shall be of no
further effect whatsoever and shall be returned to the Company for cancellation
or, if it has been lost or mislaid. such indemnity as may be required by
resolution of directors shall be given to the Company.
16. The bearer of a bearer share certificate shall for all purposes be
deemed to be the owner of the shares comprised in such certificate and in no
circumstances shall the Company or the Chairman of any meeting of members or the
Company's registrars or any director or officer of the Company or any authorised
person be obliged to inquire into the circumstances whereby a bearer share
certificate came into the hands of the bearer thereof, or to question the
validity or authenticity of any action taken by the bearer of a bearer share
certificate whose signature has been authenticated as provided herein.
17. If the bearer of a bearer share certificate shall be a corporation,
then all the rights exercisable by virtue of such shareholding may be exercised
by an individual duly authorised to represent the corporation but unless such
individual shall acknowledge that he is representing a corporation and shall
produce upon request satisfactory evidence that he is duly authorised to
represent the corporation, the individual shall for all purposes hereof be
regarded as the holder of the shares in any bearer share certificate held by
him.
18. The directors may provide for payment of dividends to the holders of
bearer shares by coupons or talons and in such event the coupons or talons shall
be in such form and payable at such time and in such place or places as the
directors shall resolve. The Company shall be entitled to recognise the absolute
right of the bearer of any coupon or talon issued as aforesaid to payment of the
dividend to which it relates and delivery of the coupon or talon to the Company
or its agents shall constitute in all respects a good discharge of the Company
in respect of such dividend.
19. If any bearer share certificate, coupon or talon be worn out or defaced,
the directors may, upon the surrender thereof for cancellation, issue a new
one in its stead, and if any bearer share certificate, coupon or talon be
lost or destroyed, the directors may upon the loss or destruction being
established to their satisfaction, and upon such indemnity being given to
the Company as it shall by resolution of directors determine, issue a new
bearer share certificate in its stead, and in either case on payment of
such sum as the Company may from time to time by resolution of directors
require. In case of loss or destruction the person to whom such new bearer
share certificate, coupon or talon is issued shall also bear and pay to the
Company all expenses incidental so the investigation by the Company of the
evidence of such loss or destruction and to such indemnity.
SHARES, AUTHORISED CAPITAL,
CAPITAL AND SURPLUS
20. Subject to the provisions of these Articles and any resolution of
members, the unissued shares of the Company shall be at the disposal of
she directors who may, without limiting or affecting any rights
previously conferred on the holders of any existing shares or class or
series of shares, offer, allot, grant options over or otherwise dispose
of shares to such persons, at such times and upon such terms and
conditions as the Company may by resolution of directors determine.
21. No share in the Company may be issued until the consideration in
respect thereof is fully paid, and when issued the share is for all
purposes fully paid and non-assessable save that a share issued for a
promissory note or other written obligation for payment of a debt may
be issued subject to forfeiture in the manner prescribed in these
Articles.
22. Shares in the Company shall be issued for money, services rendered,
personal property, an estate in real property, a promissory note or
other binding obligation to contribute money or property or any
combination of the foregoing as shall be determined by a resolution of
directors.
23. Shares in the Company may be issued for such amount of consideration as
the directors may from time to time by resolution of directors
determine, except that in the case of shares with par value, the amount
shall not be less than the par value, and in the absence of fraud the
decision of the directors as to the value of the consideration received
by the Company in respect of the issue is conclusive unless a question
of law is involved. The consideration in respect of the shares
constitutes capital to the extent of the par value and the excess
constitutes surplus.
24. A share issued by the Company upon conversion of, or in exchange for,
another share or a debt obligation or other security in the Company,
shall be treated for all purposes as having been issued for money equal
to the consideration received or deemed to have been received by the
Company in respect of the other share, debt obligation or security.
25. Treasury shares may be disposed of by the Company on such terms and
conditions (not otherwise inconsistent with these Articles)as the
Company may by resolution of directors determine.
26. The Company may issue fractions of a share and a fractional share shall
have the same corresponding fractional liabilities, limitations,
preferences, privileges, qualifications, restrictions, rights and other
attributes of a whole share of the same class or series of shares.
27. Upon the issue by the Company of a share without par value, if an
amount is stated in the Memorandum to be authorised capital represented
by such shares then each share shall be issued for no less than the
appropriate proportion of such amount which shall constitute capital,
otherwise the consideration in respect of the share constitutes capital
to the extent designated by the directors and the excess constitutes
surplus, except that the directors must designate as capital an amount
of the consideration that is at least equal to the amount that the
share is entitled to as a preference, if any, in the assets of the
Company upon liquidation of the Company.
28. The Company may purchase, redeem or otherwise acquire and hold its own
shares but only out of surplus or in exchange for newly issued shares
of equal value.
29. Subject to provisions to the contrary in
(a) the Memorandum or these Articles;
(b) the designations, powers, preferences, rights, qualifications,
limitations and restrictions with which the shares were issued; or
(c) the subscription agreement for the issue of the shares,
the Company may not purchase, redeem or otherwise acquire its own shares
without the consent of members whose shares are to be purchased, redeemed
or otherwise acquired.
30. No purchase, redemption or other acquisition of shares shall be made
unless the directors determine that immediately after the purchase,
redemption or other acquisition the Company will be able to satisfy
its liabilities as they become due in the ordinary course of its
business and the realisable value of the assets of the Company will
not be less than the sum of its total liabilities, other than deferred
taxes, as shown in the books of account, and its capital and, in the
absence of fraud, the decision of the directors as to the realisable
value of the assets of the Company is conclusive, unless a question of
law is involved.
31. A determination by the directors under the preceding Regulation is not
required where shares are purchased, redeemed or otherwise acquired
(a) pursuant to a right of a member to have his shares redeemed or to have
his shares exchanged for money or other property of the Company;
(b) by virtue of a transfer of capital pursuant to Regulation 59;
(c) by virtue of the provisions of Section 83 of the Act; or
(d) pursuant to an order of the Court.
32. Shares that the Company purchases, redeems or otherwise acquires
pursuant to the preceding Regulation may be cancelled or held as
treasury shares except to the extent that such shares are in excess of
80 per cent of the issued shares of the Company in which case they
shall be cancelled but they shall be available for reissue.
33. Where shares in the Company are held by the Company as treasury shares
or are held by another company of which the Company holds, directly or
indirectly, shares having more than 50 per cent of the votes in the
election of directors of the other company, such shares of the Company
are not entitled to vote or to have dividends paid thereon and shall
not be treated as outstanding for any purpose except for purposes of
determining the capital of the Company.
34. The Company may purchase, redeem or otherwise acquire its shares at a
price lower than the fair value if permitted by, and then only in
accordance with, the terms of
(a) the Memorandum or these Articles; or
(b) a written agreement for the subscription for the shares to be
purchased, redeemed or otherwise acquired.
35. The Company may by a resolution of directors include in the
computation of surplus for any purpose the unrealised appreciation of
the assets of the Company, and, in the absence of fraud, the decision
of the directors as to the value of the assets is conclusive, unless a
question of law is involved.
MORTGAGES AND CHARGES OF
REGISTERED SHARES
36. Members may mortgage or charge their registered shares in the Company
and upon satisfactory evidence thereof the Company shall give effect to
the terms of any valid mortgage or charge except insofar as it may
conflict with any requirements herein contained for consent to the
transfer of shares.
37. In the case of the mortgage or charge of registered shares there may be
entered in the share register of the Company at the request of the
registered holder of such shares
(a) a statement that the shares are mortgaged or charged:
(b) the name of the mortgagee or chargee; and
(c) the date on which the aforesaid particulars are entered in the share
register.
38. Where particulars of a mortgage or charge are registered, such
particulars shall be cancelled
(a) with the consent of the named mortgagee or chargee or anyone authorised
to act on his behalf; or
(b) upon evidence satisfactory to the directors of the discharge of the
liability secured by the mortgage or charge and the issue of such
indemnities as the directors shall consider necessary or desirable.
39. Whilst particulars of a mortgage or charge are registered, no transfer
of any share comprised therein shall be effected without the written
consent of the named mortgagee or chargee or anyone authorised to act
on his behalf.
FORFEITURE
40. When shares issued for a promissory note or other written obligation
for payment of a debt have been issued subject to forfeiture, the provisions set
forth in the following four regulations shall apply.
41. Written notice specifying a date for payment to be made and the shares in
respect of which payment is to be made shall be served on the member who
defaults in making payment pursuant to a promissory note or other written
obligations to pay a debt.
42. The written notice specifying a date for payment shall
(a) name a further date not earlier than the expiration of fourteen days
from the date of service of the notice on or before which payment
required by the notice is to be made; and
(b) contain a statement that in the event of non-payment at or before the
time named in the notice the shares, or any of them, in respect of
which payment is not made will be liable to be forfeited.
43. Where a written notice has been issued and the requirements have not
been complied with within the prescribed time, the directors may at any
time before tender of payment forfeit and cancel the shares to which
the notice relates.
44. The Company is under no obligation to refund any monies to the member
whose shares have been forfeited and cancelled pursuant to these
provisions. Upon forfeiture and cancellation of the shares the member
is discharged from any further obligation to the Company with respect
to the shares forfeited and cancelled.
LIEN
45. The Company shall have a first and paramount lien on every share issued
for a promissory note or for any other binding obligation to contribute money or
property or any combination thereof to the Company, and the Company shall also
have a first and paramount lien on every share standing registered in the name
of a member, whether singly or jointly with any other person or persons, for all
the debts and liabilities of such member or his estate to the Company, whether
the same shall have been incurred before or after notice to the Company of any
interest of any person other than such member, and whether the time 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 payable thereon. The
directors may at any time either generally, or in any particular case, waive any
lien that has arisen or declare any share to be wholly or in part exempt from
the provisions of this Regulation.
46. 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 directors may by resolution of directors
determine, any share on which the Company has a lien, but no sale shall be made
unless some sum in respect of which the lien exists is presently payable nor
until the expiration of 21 days after a notice in writing, stating and demanding
payment of the sum presently payable and giving notice of the intention to sell
in default of such payment, has been served on the holder for the time being of
the share.
47. The net proceeds of the sale by the Company of any shares on which it
has a lien shall be applied in or towards payment of discharge of the promissory
note or other binding obligation to contribute money or property or any
combination thereof in respect of which the lien exists so far as the same is
presently payable and any residue shall (subject to a like lien for debts or
liabilities not presently payable as existed upon the share prior to the sale)
be paid to the holder of the share immediately before such sale. For giving
effect to any such sale the directors may authorise some person to transfer the
share sold to the purchaser thereof. The purchaser shall be registered as the
holder of the share and he shall not be bound to see to the application of the
purchase money, nor shall his title to the share be affected by any irregularity
or invalidity in the proceedings in reference to the sale.
TRANSFER OF SHARES
48. Subject to any limitations in the Memorandum. Registered shares in the
Company may be transferred by a written instrument of transfer signed by the
transferor and containing the name and address of the transferee, but in the
absence of such written instrument of transfer the directors may accept such
evidence of a transfer of shares as they consider appropriate.
49. The Company shall not be required to treat a transferee of a registered
share in the Company as a member until the transferee's name has been entered in
the share register.
50. Subject to any limitations in the Memorandum, the Company must on the
application of the transferor or transferee of a registered share in the Company
enter in the share register the name of the transferee of the share save that
the registration of transfers may be suspended and the share register closed at
such times and for such periods as the Company may from time to time by
resolution of directors determine provided always that such registration shall
not be suspended and the share register closed for more than 60 days in any
period of twelve months.
TRANSMISSION OF SHARES
51. The executor or administrator of a deceased member, the guardian of an
incompetent member or the trustee of a bankrupt member shall be the only person
recognised by the Company as having any title to his share but they shall not be
entitled to exercise any rights as a member of the Company until they have
proceeded as set forth in the next following three regulations.
52. The production to the Company of any document which is evidence of
probate of the will, or letters of administration of the estate, or confirmation
as executor, of a deceased member or of the appointment of a guardian of an
incompetent member or the trustee of a bankrupt member shall be accepted by the
Company even if the deceased, incompetent or bankrupt member is domiciled
outside the British Virgin Islands if the document evidencing the grant of
probate or letters of administration, confirmation as executor. Appointment as
guardian or trustee in bankruptcy is issued by a foreign court which had
competent jurisdiction in the matter. For the purpose of establishing whether or
not a foreign court had competent jurisdiction in such a matter the directors
may obtain appropriate legal advice. The directors may also require an indemnity
to be given by the executor, administrator, guardian or trustee in bankruptcy.
53. Any person becoming entitled by operation of law or otherwise to a
share or shares in consequence of the death, incompetence or bankruptcy of any
member may be registered as a member upon such evidence being produced as may
reasonably be required by the directors. An application by any such person to be
registered as a member shall for all purposes be deemed to be a transfer of
shares of the deceased, incompetent or bankrupt member and the directors shall
treat it as such 54. Any person who has become entitled to a share or shares in
consequence of the death, incompetence or bankruptcy of any member may, instead
of being registered himself, request in writing that some person to be named by
him be registered as the transferee of such share or shares and such request
shall likewise be treated as if it were a transfer.
55. What amounts to incompetence on the part of a person is a matter to be
determined by the court having regard to all the relevant evidence and the
circumstances of the case.
REDUCTION OR INCREASE IN AUTHORISED CAPITAL OR CAPITAL
56. The Company may by a resolution of directors amend the Memorandum to
increase or reduce its authorised capital and in connection therewith the
Company may in respect of any unissued shares increase or reduce the number of
such shares, increase or reduce the par value of any such shares or effect any
combination of the foregoing.
57. The Company may amend the Memorandum to
(a) divide the shares, including issued shares, of a class or series into a
larger number of shares of the same class or series; or
(b) combine the shares, including issued shares, of a class or series into
a smaller number of shares of the same class or series.
provided, however, that where shares are divided or combined under (a) or
(b) of this Regulation, the aggregate par value of the new shares must be equal
to the aggregate par value of the original shares,
58. The capital of the Company may by a resolution of directors be
increased by transferring an amount of the surplus of the Company to capital.
59 Subject to the provisions of the two next succeeding Regulations, the
capital of the Company may by resolution of directors be reduced by transferring
an amount of the capital of the Company to surplus.
60. No reduction of capital shall be effected that reduces the capital of
the Company to an amount that immediately after the reduction is less than the
aggregate par value of all outstanding shares with par value and all shares with
par value held by the Company as treasury shares and the aggregate of the
amounts designated as capital of all outstanding shares without par value and
all shares without par value held by the Company as treasury shares that are
entitled to a preference, if any, in the assets of the Company upon liquidation
of the Company.
61. No reduction of capital shall be effected unless the directors
determine that immediately after the reduction the Company will be able to
satisfy its liabilities as they become due in the ordinary course of its
business and that the realisable assets of the Company will not be less than its
total liabilities, other than deferred taxes, as shown in the books of the
Company and its remaining capital, and, in the absence of fraud, the decision of
the directors as to the realisable value of the assets of the Company is
conclusive, unless a question of law is involved.
MEETINGS AND CONSENTS OF MEMBERS
62. The directors of the Company may convene meetings of the members of the
Company at such times and in such manner and places within or outside
the British Virgin Islands as the directors consider necessary or
desirable.
63. Upon the written request of members holding ten per cent or more of the
outstanding voting shares in the Company the directors shall convene a
meeting of members.
64. The directors shall give not less than seven days notice of meetings of
members to those persons whose names on the date the notice is given
appear as members in the share register of the Company and are entitled
to vote at the meeting.
65. The directors may fix the date notice is given of a meeting of members
as the record date for determining those shares that are entitled to
vote at the meeting.
66. A meeting of members may be called on short notice:
(a) if members holding not less than 90 per cent of the total number of
shares entitled to vote on all matters to be considered at the meeting,
or 90 per cent of the votes of each class or series of shares where
members are entitled to vote thereon as a class or series together with
not less than a 90 per cent majority of the remaining votes, have
agreed to short notice of the meeting, or
(b) if all members holding shares entitled to vote on all or any matters to
be considered at the meeting have waived notice of the meeting and for
this purpose presence at the meeting shall be deemed to constitute
waiver.
67. The inadvertent failure of the directors to give notice of a meeting to
a member, or the fact that a member has not received notice, does not
invalidate the meeting,
68. A member may be represented at a meeting of members by a proxy who may
speak and vote on behalf of the member.
69. The instrument appointing a proxy shall be produced at the place
appointed for the meeting before the time for holding the meeting at
which the person named in such instrument proposes to vote.
70. An instrument appointing a proxy shall be in substantially the
following form or such other form as the Chairman of the meeting shall
accept as properly evidencing the wishes of the member appointing the
proxy.
(Name of Company)
I/We _________ being a member of the above Company with ______shares
HEREBY APPOINT
of _______ or failing him
of __________ to be my/our proxy to vote
for me/us at the meeting of members to be held on
the________ day of _________ and at any adjournment thereof.
(Any restrictions on voting to be inserted here.)
Signed this ____________day of
-------------..
Member
71. The following shall apply in respect of joint ownership of shares:
(a) if two or more person; hold shares jointly each of them may be present
in person or by proxy at a meeting of members and may speak as a
member;
(b) if only one of the joint owners is present in person or by proxy he may
vote on behalf of all joint owners; and
(c) if two or more of the joint owners are present in person or by proxy
they must vote as one.
72. A member shall be deemed to be present at a meeting of members if he
participates by telephone or other electronic means and all members
participating in the meeting are able to hear each other.
73. A meeting of members is duly constituted if, at the commencement of the
meeting, there are present in person or by proxy not less than 50 per
cent of the votes of the shares or class or series of shares entitled
to vote on resolution, of members to be considered at the meeting. If a
quorum be present, notwithstanding the fact that such quorum may be
represented by only one person then such person may resolve any matter
and a certificate signed by such person accompanied where such person
be a proxy by a copy of the proxy form shall constitute a valid
resolution of members.
74. If within two hours 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
next business day at the same time and place or to such other time and
place as the directors may determine, and if at the adjourned meeting
there are present within one hour from the time appointed for the
meeting in person or by proxy not less than one third of the votes of
the shares or each class or series of shares entitled to vote on the
resolutions to be considered by the meeting, those present shall
constitute a quorum but otherwise the meeting shall be dissolved.
75. At every meeting of members, the Chairman of the Board of Directors
shall preside as Chairman of the meeting. If there is no Chairman of
the Board of Directors or if the Chairman of the Board of Directors is
not present at the meeting, the members present shall choose someone of
their number to be the Chairman. If the members are unable to choose a
Chairman for any reason, then the person representing the greatest
number of voting shares present in person or by prescribed form of
proxy at the meeting shall preside as Chairman failing which the oldest
individual member or representative of a member present shall take the
chair.
76. The Chairman may. with the consent of the meeting, adjourn any meeting
from tine to time, and from place to place, but no business shall be
transacted at any adjourned meeting other than the business left
unfinished at the meeting from which the adjournment took place.
77. At any meeting of the members the Chairman shall be responsible for
deciding in such manner as he shall consider appropriate whether any
resolution has been carried or not and the result of his decision shall
be announced to the meeting and recorded in the minutes thereof. If the
Chairman shall have any doubt as to the outcome of any resolution put
to the vote, he shall cause a poll to be taken of all votes cast upon
such resolution, but if the Chairman shall fail to take a poll then any
member present in person or by proxy who disputes the announcement by
the Chairman of the result of any vote may immediately following such
announcement demand that a poll be taken and the Chairman shall
thereupon cause a Po to be taken. If a po11 is taken at any meeting,
the result thereof shall be duly recorded in the minutes of that
meeting by the Chairman.
78. Any person other than an individual shall be regarded as one member and
subject to the specific provisions hereinafter contained for the
appointment of representatives of such persons the right of any
individual to speak for or represent such member shall be determined by
the law of the jurisdiction where, and by the documents by which, the
person is constituted or derives its existence. In case of doubt, the
directors may in good faith seek legal advice from any qualified person
and unless and until a court of competent jurisdiction shall otherwise
rule, the directors may rely and act upon such advice without incurring
any liability to any member.
79. Any person other than an individual which is a member of the Company
may by resolution of its directors or other governing body authorise
such person as it thinks fit to act as its representative at any
meeting of the Company or of any class of members of the Company, and
the person so authorised shall be entitled to exercise the same power
on behalf of the person which he represents as that person could
exercise if it were an individual member of the Company.80. The
Chairman of any meeting at which a vote is cast by proxy or on behalf
of any person other than an individual may call for a notarially
certified copy of such proxy or authority which shall be produced
within seven days of being so requested or the votes cast by such proxy
or on behalf of such person shall be disregarded.
81. Directors of the Company may attend and speak at any meeting of members
of the Company and at any separate meeting of the holders of any class
or series of shares in the Company.
82. An action that may be taken by the members at a meeting may also be
taken by a resolution of members consented to in writing or by telex,
telegram, cable, facsimile or other written electronic communication,
without the need for any notice, but if any resolution of members is
adopted otherwise than by the unanimous written consent of all members,
a copy of such resolution shall forthwith be sent to all members not
consenting to such resolution. The consent may be in the form of
counterparts, each counterpart being signed by one or more members.
DIRECTORS
83. The first directors of the Company shall be appointed by the subscriber
to the Memorandum. Thereafter, the directors shall be elected by the members for
such term as the members may determine.
84. The minimum number of directors shall be one and the maximum number
shall be twelve.
85. Each director shall hold office for the term, if any, fixed by
resolution of members or until his earlier death, resignation or removal.
86. A director may be removed from office, with or without cause, by a
resolution of members or, with cause, by a resolution of directors.
87. A director may resign his office by giving written notice of his
resignation to the Company and the resignation shall have effect from the date
the notice is received by the Company or from such later dare as may be
specified in the notice.
88. The directors may at any time appoint any person to be a director
either to fill a vacancy or as an addition to the existing directors. A vacancy
occurs through the death, resignation or removal of a director but a vacancy or
vacancies shall not be deemed to exist where one or more directors shall resign
after having appointed his or their successor or successors.
89. The Company may determine by resolution of directors to keep a register
of directors containing:
(a) the names and addresses of the persons who are directors of the Company;
(b) the date on which each person whose name is entered in the register was
appointed as a director of the Company; and
(c) the date on which each person named as a director ceased to be a
director of the Company.
90. If the directors determine to maintain a register of directors, a copy
thereof shall be kept at the registered office of the Company and the Company
may determine by resolution of directors to register a copy of the register with
the Registrar of Companies.
91. With the prior or subsequent approval by a resolution of members, the
directors may. by a resolution of directors, fix the emoluments of directors
with respect to services to be rendered in any capacity to the Company.
92. A director shall not require a share qualification, and may be an
individual or a company.
POWERS OF DIRECTORS
93. The business and affairs of the Company shall be managed by the
directors who may pay all expenses incurred preliminary to and in
connection with the formation and registration of the Company and may
exercise all such powers of the Company as are not by the Act or by
the Memorandum or these Articles required to be exercised by the
members of the Company, subject to any delegation of such powers as
may be authorised by these Articles and to such requirements as may be
prescribed by a resolution of members; but no requirement made by a
resolution of members shall prevail if it be inconsistent with these
Articles nor shall such requirement invalidate any prior act of the
directors which would have been valid if such requirement had not been
made.
94. The directors may, by a resolution of directors, appoint any person,
including a person who is a director, to be an officer or agent of the
Company. The resolution of directors appointing an agent may authorise
the agent to appoint one or more substitutes or delegates to exercise
some or all of the powers conferred on the agent by the Company.
95. Every officer or agent of the Company has such powers and authority of
the directors, including the power and authority to affix the Seal, as
are set forth in these Articles or in the resolution of directors
appointing the officer or agent, except that no officer or agent has
any power or authority with respect to the matters requiring a
resolution of directors under the Act.
96. Any director which is a body corporate may appoint any person its duly
authorised representative for the purpose of representing it at
meetings of the Board of Directors or with respect to unanimous
written consents.
97. The continuing directors may act notwithstanding any vacancy in their
body, save that if their number is reduced to their knowledge below
the number fixed by or pursuant to these Articles as the necessary
quorum for a meeting of directors, the continuing directors or
director may act only for the purpose of appointing directors to fill
any vacancy that has arisen or summoning a meeting of members.
98. The directors may by resolution of directors exercise all the powers
of the Company to borrow money and to mortgage or charge its
undertakings and property 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.
99. All cheques, promissory notes, drafts, bills of exchange and other
negotiable instruments and all receipts for monies paid to the
Company, shall be signed, drawn, accepted, endorsed or otherwise
executed, as the case may be, in such manner as shall from time to
time be determined by resolution of directors.
100. The Company may determine by resolution of directors to maintain at
its registered office a register of mortgages, charges and other
encumbrances in which there shall be entered the following particular
regarding each mortgage, charge or other encumbrance:
(a) the sum secured;
(b) the assets secured;
(c) the name and address of the mortgagee, chargee or other encumbrancer;
(d) the date of creation of the mortgage, charge or other encumbrance; and
(e) the date on which the particulars specified above in respect of the
mortgage, charge or other encumbrance are entered in the register.
101. The Company may further determine by a resolution of directors to
register a copy of the register of mortgages, charges or other
encumbrances with the Registrar of Companies.
PROCEEDINGS OF DIRECTORS
102. The directors of the Company or any committee thereof may meet at such
times and in such manner and places within or outside the British Virgin Islands
as the directors may determine to be necessary or desirable.
103. A director shall be deemed to be present at a meeting of directors if
he participates by telephone or other electronic means and all directors
participating in the meeting are able to hear each other.
104. A director shall be given not less than three days notice of meetings
of directors, but a meeting of directors held without three days notice having
been given to all directors shall be valid if all the directors entitled to vote
at the meeting who do not attend, waive notice of the meeting and for this
purpose, the presence of a director at a meeting shall constitute waiver on his
part. The inadvertent failure to give notice of a meeting to a director, or the
fact that a director has not received the notice, does not invalidate the
meeting.
105. A director may by a written instrument appoint an alternate who need
not be a director and an alternate is entitled to attend meetings in the absence
of the director who appointed him and to vote or consent in place of the
director.
106. A meeting of directors is duly constituted for all purposes if at the
commencement of the meeting there are present in person or by alternate not less
than one half of the total number of directors, unless there are only two
directors in which case the quorum shall be two.
107. If the Company shall have only one director the provisions herein
contained for meetings of the directors shall not apply but such sole director
shall have full power to represent and act for the Company in all matters as are
not by the Act or the Memorandum or these Articles required to be exercised by
the members of the Company and in lieu of minutes of a meeting shall record in
writing and sign a note or memorandum of all matters requiring a resolution of
directors. Such a note or memorandum shall constitute sufficient evidence of
such resolution for all purposes.
108. At every meeting of the directors the Chairman of the Board of
Directors shall preside as Chairman of the meeting. If there is no Chairman of
the Board of Directors or if the Chairman of the Board of Directors is not
present at the meeting the Vice Chairman of the Board of Directors shall
preside. If there is no Vice Chairman of the Board of Directors or if the Vice
Chairman of the Board of Directors is not present at the meeting the directors
present shall choose someone of their number to be Chairmen of the meeting.
109. An action that may be taken by the directors or a committee of
directors at a meeting may also be taken by a resolution of directors or a
committee of directors consented to in writing or by telex, telegram, cable,
facsimile or other written electronic communication by all directors or all
members of the committee as the case may be, without the need for any notice.
The consent may be in the form of counterparts, each counterpart being signed by
one or wore directors.
110. The directors shall cause the following corporate records to be kept:
(a) minutes of all meetings of directors, members, committee of directors.
committees of officers and committees of members;
(b) copies of all resolutions consented to by directors, members,
committees of directors, committees of officers and committees of
members; and
(c) such other accounts and records as the directors by resolution of
directors consider necessary or desirable in order to reflect the
financial position of the Company.
111. The books, records and minutes shall be kept at the registered office
of the Company, its principal place of business or at such other place
as the directors determine.
112. The directors may, by resolution of directors, designate one or more
committees, each consisting of one or more directors.
113. Each committee of directors has such powers and authorities of the
directors, including the power and authority to affix the Seal, as are
set forth in the resolution of directors establishing the committee,
except that no committee has any power or authority to amend the
Memorandum or these Articles, to appoint directors or fix their
emoluments, or to appoint officers or agents of the Company.
114. The meetings and proceedings of each committee of directors consisting
of two or more directors shall be governed mutatis mutandis by the
provisions of these Articles regulating the proceedings of directors
so far as the same are not superseded by any provisions in the
resolution establishing the committee.
OFFICERS
115. the Company may by resolution of directors appoint officers of the
Company at such times as shall be considered necessary or expedient. Such
officers may consist of a Chairman of the Board of Directors, a Vice Chairman of
the Board of Directors, a President and one or more Vice Presidents. Secretaries
and Treasurers and such other officers as may from rime to time be deemed
desirable. Any number of offices may be held by the same person.
116. The officers shall perform such duties as shall be prescribed at the
time of their appointment subject to any modification in such duties as may be
prescribed thereafter by resolution of directors or resolution of members, but
in the absence of any specific allocation of duties it shall be the
responsibility of the Chairman of the Board of Directors to preside at meetings
of directors and members, the Vice Chairman to act in the absence of the
Chairman, the President to manage the day to day affairs of the Company, the
Vice Presidents to act in order of seniority in the absence of the President but
otherwise to perform such duties as may be delegated to them by the President,
the Secretaries to maintain the share register, minute books and records (other
than financial records) of the Company and to ensure compliance with all
procedural requirements imposed on the Company by applicable law, and the
Treasurer to be responsible for the financial affairs of the Company.
117. The emoluments of all officers shall be fixed by resolution of
directors.
118. The officers of the Company shall hold office until their successors
are duly elected and qualified, but any officer elected or appointed by the
directors may be removed at any time, with or without cause, by resolution of
directors. Any vacancy occurring in any office of the Company may be filled by
resolution of directors.
CONFLICT OF INTERESTS
119. No agreement or transaction between the Company and one or more of its
directors or any person in which any director has a financial interest or to
whom any director is related, including as a director of that other person, is
void or voidable for this reason only or by reason only that the director is
present at the meeting of directors or at the meeting of the committee of
directors that approves the agreement or transaction or that the vote or consent
of the director is counted for that purpose if the material facts of the
interest of each director in the agreement or transaction and his interest in or
relationship to any other party to the agreement or transaction are disclosed in
good faith or are known by the other directors.
120. A director who has an interest in any particular business to be
considered at a meeting of directors or members may be counted for purposes of
determining whether the meeting is duly constituted.
INDEMNIFICATION
121. Subject to the limitations hereinafter provided the Company may
indemnify against all expenses, including legal fees, and against all
judgments, fines and amounts paid in settlement and reasonably
incurred in connection with legal, administrative or investigative
proceedings any person who
(a) is or was a party or is threatened to be made a party to any
threatened, pending or completed proceedings, whether civil, criminal,
administrative or investigative, by reason of the fact that the person
is or was a director, an officer or a liquidator of the Company; or
(b) is or was, at the request of the Company, serving as a director,
officer or liquidator of or in any other capacity is or was acting
for, another company or a partnership, joint venture, trust or other
enterprise.
122. The Company may only indemnify a person if the person acted honestly
and in good faith with a view to the best interests of the Company
and, in the case of criminal proceedings, the person had no reasonable
cause to believe that his conduct was unlawful.
123. The decision of the directors as to whether the person acted honestly
and in good faith and with a view to the best interests of the Company
and as to whether the person had no reasonable cause to believe that
his conduct was unlawful, is, in the absence of fraud, sufficient for
the purposes of these Articles, unless a question of law is involved.
124. The termination of any proceedings by any judgment, order, settlement,
conviction or the entering of a nolle prosequi does not, by itself,
create a presumption that the person did not act honestly and in good
faith and with a view to the best interests of the Company or that the
person had reasonable cause to believe that his conduct was unlawful.
125. If a person to be indemnified has been successful in defence of any
proceedings referred to above the person is entitled to be indemnified
against all expenses, including legal fees, and against all judgments,
fines and amounts paid in settlement and reasonably incurred by the
person in connection with the proceedings.
126. The Company may purchase and maintain insurance in relation to any
person who is or was a director, an officer or a liquidator of the
Company, or who at the request of the Company is or was serving as a
director, an officer or a liquidator of, or in any other capacity is
or was acting for, another company or a partnership, joint venture,
trust or other enterprise, against any liability asserted against the
person and incurred by the person in that capacity, whether or not the
Company has or would have had the power to indemnify the person
against the liability as provided in these Articles.
SEAL
127. The Company may have more than one Seal and references herein to the
Seal shall be references to every Seal which shall have been duly adopted by
resolution of directors. The directors shall provide for the safe custody of the
Seal and for an imprint thereof to be kept at the Registered Office. Except as
otherwise expressly provided herein the Seal when affixed to any written
instrument shall be witnessed and attested to by the signature of a director or
any other person so authorised from time to time by resolution of directors.
Such authorisation may be before or after the seal is affixed may be general or
specific and may refer to any number of sealings. The Directors may provide for
a facsimile of the Seal and of the signature of any director or authorised
person which may be reproduced by printing or other means on any instrument and
it shall have the same force and validity as if the Seal had been affixed to
such instrument and the same had been signed as hereinbefore described.
DIVIDENDS
128. The Company may by a resolution of directors declare and pay dividends
in money, shares, or other property, but dividends shall only be declared and
paid out of surplus. In the event that dividends are paid in specie the
directors shall have responsibility for establishing and recording in the
resolution of directors authorising the dividends, a fair and proper value for
the assets to be so distributed.
129. The directors may from time to time pay to the members such interim
dividends as appear to the directors to be justified by the profits of the
Company.
130. The directors may, before declaring any dividend, set aside out of the
profits of the Company such sum as they think proper as a reserve fund, and may
invest the sum so set apart as a reserve fund upon such securities as they may
select.
131. No dividend shall be declared and paid unless the directors determine
that immediately after the payment of the dividend the Company will be able to
satisfy its liabilities as they become due in the ordinary course of its
business and the realisable value of the assets of the Company will not be less
than the sum of its total liabilities, other than deferred taxes, as shown in
its books of account, and its capital. In the absence of fraud, the decision of
the directors as to the realisable value of the assets of the Company is
conclusive, unless a question of law is involved.
132. Notice of any dividend that may have been declared shall be given to
each member in manner hereinafter mentioned and all dividends unclaimed for
three years after having been declared may be forfeited by resolution of
directors for the benefit of the Company.
133. No dividend shall bear interest as against the Company and no dividend
shall be paid on treasury shares or shares held by another company of which the
Company holds, directly or indirectly, shares having more than 50 per cent of
the vote in electing directors.
134. A share issued as a dividend by the Company shall be treated for all
purposes as having been issued for money equal to the surplus that is
transferred to capital upon the issue of the share.
135. In the case of a dividend of authorised but unissued shares with par
value, an amount equal to the aggregate par value of the shares shall be
transferred from surplus to capital at the time of the distribution.
136. In the case of a dividend of authorised but unissued shares without
par value, the amount designated by the directors shall be transferred from
surplus to capital at the time of the distribution, except that the directors
must designate as capital an amount that is at least equal to the amount that
the shares are entitled to as a preference, if any. in the assets of the Company
upon liquidation of the Company.
137. A division of the issued and outstanding shares of a class or series
of shares into a larger number of shares of the same class or series having a
proportionately smaller par value does not constitute a dividend of shares.
ACCOUNTS AND AUDIT
138. The Company may by resolution of members call for the directors to
prepare periodically a profit and loss account and a balance sheet The profit
and loss account and balance sheet shall be drawn up so as to give respectively
a true and fair view of the profit or loss of the Company for the financial
period and a true and fair view of the state of affairs of the Company as at the
end of the financial period.
139. The Company may by resolution of members call for the accounts to be
examined by auditors.
140. The first auditors shall be appointed by resolution of directors,
subsequent auditors shall be appointed by a resolution of members.
141 The auditors may be members of the Company but no director or other
officer shall be eligible to be an auditor of the Company during his continuance
in office.
141 The remuneration of the auditors of the Company
(a) in the case of auditors appointed by the directors, may be fixed by
resolution of directors;.
(b) subject to the foregoing, shall be fixed by resolution of members or
in such manner as the Company may by resolution of members determine.
143. The auditors shall examine each profit and loss account and balance
sheet required to be served on every member of the Company or laid
before a meeting of the members of the Company and shall state in a
written report whether or not
(a) in their opinion the profit and loss account and balance sheet give a
true and fair view respectively of the profit or loss for the period
covered by the accounts, and of the state of affairs of the Company at
the end of that period, and
(b) all the information and explanations required by the auditors have
been obtained.
144, The report of the auditors shall be annexed to the accounts and shall
be read at the meeting of members at which the accounts are laid before the
Company or shall be served on the members.
145. Every auditor of the Company shall have a right of access at all times
to the books of account and vouchers of the Company, and shall be entitled to
require from the directors and officers of the Company such information and
explanations as he thinks necessary for the performance of the duties of the
auditors.
146. The auditors of the Company shall be entitled to receive notice of,
and to attend any meetings of members of the Company at which the Company's
profit and loss account and balance sheet are to be presented.
NOTICES
147. Any notice, information or written statement to be given by the
Company to members may be served in the case of members holding registered
shares in any way by which it can reasonably be expected to reach each member or
by mail addressed to each member at the address shown in the share register and
in the case of members holding shares issued to bearer, in the manner provided
in the Memorandum.
148. Any summons, notice, order, document, process, information or written
statement to be served on the Company may be served by leaving it, or by sending
it by registered mail addressed to the Company, at its registered office, or by
leaving it with, or by sending it by registered mail to, the registered agent of
the Company.
149. Service of any summons, notice, order, document, process, information
or written statement to be served on the Company may be proved by showing that
the summons, notice, order, document, process, information or written statement
was delivered to the registered office or the registered agent of the Company or
that it was mailed in such time as to admit to its being delivered to the
registered office or the registered agent of the Company in the normal course of
delivery within the period prescribed for service and was correctly addressed
and the postage was prepaid.
PENSION AND SUPERANNUATION FUNDS
150. The directors may establish and maintain or procure the establishment
and maintenance of any non-contributory or contributory pension or
superannuation funds for the benefit of, and give or procure the giving of
donations, gratuities, pensions, allowances or emoluments, to any persons who
are or were at any time in the employment or service of the Company or any
company which is a subsidiary of the Company or is allied to or associated with
the Company or with any such subsidiary, or who are or were at any time
directors or officers of the Company or of any such other company as aforesaid
or who hold or held any salaried employment or office in the Company or such
other company, or any persons in whose welfare the Company or any such other
company as aforesaid is or has been at any time interested, and to the wives,
widows, families and dependents of any such person, and may make payments for or
towards the insurance of any such persons as aforesaid, and may do any of the
matters aforesaid either alone or in conjunction with any such other company as
aforesaid. Subject always to the proposal being approved by resolution of
members, a director holding any such employment, or office shall be entitled to
participate in and retain for his own benefit any such donation, gratuity,
pension allowance or emolument.
ARBITRATION
151. Whenever any difference arises between the Company on the one hand and
any of the members or their executors, administrators or assigns on the other
hand, touching the true intent and construction or the incidence or consequences
of these Articles or of the Act, touching anything done or executed, omitted or
suffered in pursuance of the Act or touching any breach or alleged breach or
otherwise relating to the premises or to these Articles, or to any Act or
Ordinance affecting the Company or to any of the affairs of the Company such
difference shall, unless the parties agree to refer the same to a single
arbitrator, be referred to two arbitrators one to be chosen by each of the
parties to the difference and the arbitrators shall before entering on the
reference appoint an umpire.
152. If either party to the reference makes default in appointing an
arbitrator either originally or by way of substitution (in the event that an
appointed arbitrator shall die, be incapable of acting or refuse to act) for ten
days after the other party has given him notice to appoint the same, such other
party may appoint an arbitrator to act in the place of the arbitrator of the
defaulting party.
VOLUNTARY WINDING UP AND DISSOLUTION 153. The Company may voluntarily
commence to wind up and dissolve by a resolution of members but if the Company
has never issued shares it may voluntarily commence to wind up and dissolve by
resolution of directors.
CONTINUATION 154. The Company may by resolution of members or by a
resolution passed unanimously by all directors of the Company continue as a
company incorporated under the laws of a jurisdiction outside the British Virgin
Islands in the manner provided under those laws.
We, OFFSHORE INCORPORATIONS LIMITED, of P.O. Box 957, Offshore
Incorporations Centre, Road Town, Tortola, British Virgin Islands for the
purpose of incorporating an International Business Company under the laws of the
British Virgin Islands hereby subscribe our name to these Articles of
Association the 1st day of January, 2002.
SUBSCRIBER OFFSHORE INCORPORATIONS LIMITED
/s/ E.T. POWELL
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(Sd.) E.T. POWELL Authorised signatory
/s/ Fandy Tsoi
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in the presence of: WITNESS (Sd.) Fandy Tsoi
9th floor, Ruttonjee House
11 Duddell Street, Central
Hong Kong
Occupation: Operations Manager