[EXHIBIT 3.3]
THE COMPANIES LAW (2004 REVISION)
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OF THE CAYMAN ISLANDS
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COMPANY LIMITED BY SHARES
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ARTICLES OF ASSOCIATION
OF
TIGER GROWTH CORPORATION
TABLE A
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1. Table "A" in the First Schedule of the Companies Law (2004
Revision) shall not apply to this Company and the following shall
comprise the Articles of Association of the Company:
INTERPRETATION
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2. In these Articles save where the context otherwise requires:-
"Articles" or "Articles of Association" means these
articles of association as originally adopted or as, from
time to time, altered by Special Resolution;
"certificate" or "share certificate" means a share
certificate of the Company;
"Companies Law" means the Companies Law (2004 Revision) of
the Cayman Islands and any statutory amendment or re-
enactment thereof. Where any provision of the Companies Law
is referred to, the reference is to that provision as
amended by any law for the time being in force;
"Company" means the above named company;
"debenture" means debenture stock, mortgages, bonds and any
other such securities of the Company whether constituting a
charge on the assets of the Company or not;
"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
and "Director" means anyone of the Directors;
"Members" means those persons who have agreed to become
members of the Company and whose names have been entered in
the Register of Members and includes each subscriber of the
Memorandum and "Member" means any one of them;
"Memorandum of Association" means the memorandum of
association of the Company, as amended and re-stated from
time to time;
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"month" means calendar month;
"Ordinary Resolution" means a resolution:-
(i) passed by a simple majority of the 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
(ii) 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;
"Registered Office" means the registered office for the time
being of the Company;
"Register of Members" means the register of members 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" and "Shares" means a share or shares in the capital of
the Company, including a fraction of a 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:-
(i) 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
(ii) 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; and
"written" and "in writing" includes all modes of representing
or reproducing words in visible form.
3. In these Articles save where the context otherwise requires:-
3.1 words importing the singular number shall include the
plural number and vice versa;
3.2 words importing the masculine gender only shall include
the feminine gender;
3.3 words importing persons only shall include companies or
associations or bodies of persons, whether corporate or not;
3.4 "may" shall be construed as permissive and "shall" shall
be construed as imperative;
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3.5 a reference to a dollar or dollars (or $) and to a cent or
cents (or c) is a reference to dollars and cents of the
United States of America; and
3.6 references to a statutory enactment shall include
reference to any amendment or re-enactment thereof for the
time being in force
4. Subject to the two preceding Articles, any expressions
defined in the Companies Law shall, if not inconsistent with
the subject or context of these Articles, bear the same meaning
in these Articles.
COMMENCEMENT OF BUSINESS
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5. The business of the Company may be commenced as soon after
incorporation as the Directors see fit, notwithstanding that part
only of the Shares may have been allotted or issued.
REGISTERED OFFICE
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6. The Registered Office of the Company shall be at such place in
the Cayman Islands as the Directors shall from time to time resolve
by resolution. The Company may also establish and maintain such
other offices and places of business and agencies outside the
Cayman Islands as the Directors decide.
REGISTER OF MEMBERS
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7. The Company shall maintain or cause to be maintained a Register
of Members in accordance with the Companies Law. The Directors
shall keep at the Registered Office or such other place as
determined by them, the Register of Members, which shall contain
the following information:-
7.1 the name and address of each Member, a statement of the
Shares held by him and a statement of the amount paid or
agreed to be considered as paid on such Shares;
7.2 the date on which each person was entered in the register
as a Member; and
7.3 the date on which any person ceased to be a Member.
SHARE CERTIFICATES
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8. Every Member shall, without payment, be entitled to a share
certificate in such form as determined by the Directors.
9. Share certificates shall be signed by a Director of the
Company and shall be numbered consecutively or otherwise identified
and shall specify the number of Shares held by the Member and the
amount paid up thereon.
10. 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 or Shares to one of several
joint holders shall be sufficient delivery to all joint holders.
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11. If a share certificate is defaced, worn out, lost or destroyed
it may be renewed on payment of such fee, if any, not exceeding
$100 and on such terms, if any, as to evidence and indemnity as
the Directors think fit.
ISSUE OF SHARES
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12. Subject to the provisions, if any, in that behalf of the Memorandum
of Association or these Articles, and to any direction that may be
given by the Company in general meeting and without prejudice to
any special rights previously conferred on the holders of existing
Shares, all unissued Shares in the capital of the Company shall be
under the control of the Directors, and the Directors may issue,
allot, grant options over, re-designate or dispose of such unissued
Shares (including fractions of a Share) with or without preferred,
deferred or other special rights or such restrictions whether in
regard to dividend, voting, return of capital or otherwise and in
such manner, to such persons and on such terms as the Directors in
their absolute discretion think fit.
13. The Company shall not issue Shares in bearer form.
COMMISSION ON SALE OF SHARES
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14. The Company may in so far 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
Shares. Such commission may be satisfied by the payment of cash or
the lodgment 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.
TRANSFER OF SHARES
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15. The instrument of transfer of any Share shall be in writing in
any usual or common form or such other form approved by the
Directors.
16. The instrument of transfer of any Share shall be executed by or on
behalf of the transferor and the transferee and shall be accompanied
by any certificate 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.
17. All share certificates surrendered to the Company for transfer
shall be cancelled and the Directors shall issue a new share
certificate for a like number of Shares as those which have
been surrendered and cancelled.
18. The Directors may in their absolute discretion decline to
register any transfer of Shares without assigning any reason for so
doing If the Directors refuse to register a transfer of any Shares,
they shall send notice of the refusal to the transferee within two
months of the date on which the transfer was lodged with the
Company.
19. The registration of transfers may be suspended at such times and
for such periods as the Directors may from time to time determine,
provided always that such registration shall not be suspended for
more than 45 days in any year.
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TRANSMISSION OF SHARES
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20. The legal personal representative of a deceased sole holder of
a Share shall be the only person recognized 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 recognized by the Company as having any title to
the Share.
21. Any person becoming entitled to a Share in consequence of the
death, bankruptcy, liquidation or dissolution of a Member shall
upon such evidence being produced as may from time to time be
properly required by the Directors, have the right either to be
registered as a member in respect of the Share (and if he so elects
shall deliver to the Company a notice in writing signed by him
stating his election to be registered as holder) 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.
22. A person becoming entitled to a Share by reason of the death,
bankruptcy liquidation or dissolution 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 PROVIDED THAT the Directors may at any time give notice
requiring any such person to elect either to be registered himself
or to transfer the Share and if the notice is not complied with
within ninety days the Directors may thereafter withhold payment of
all dividends, bonuses or other moneys payable in respect of the
Share until the requirements of the notice have been complied with.
REDEMPTION AND PURCHASE OF OWN SHARES
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23. Subject to the provisions of the Companies Law, the Company may:-
23.1 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;
23.2 purchase its own Shares (including fractions of a Share
and any redeemable Shares) on such terms and in such manner as
the Directors may determine and agree with the Member; and
23.3 make a payment in respect of the redemption or purchase of
its own Shares in any manner authorized by the Companies
law including out of capital.
24. A Share which is liable to be redeemed by either the Company or
the Member shall be redeemed by the entitled party giving to the
other notice in writing of the intention to redeem such Shares
(a "Redemption Notice") and specifying the date of such redemption
which must be a day on which banks in the Cayman Islands are open
for business.
25. Any Share in respect of which a Redemption Notice 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 Redemption Notice.
26. The redemption or purchase of any Share shall not be deemed to give
rise to the redemption or purchase of any other Share.
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27. At the date specified in the Redemption Notice, or the date on
which the Shares are to be purchased, the holder of the Shares
being redeemed or purchased shall be bound to deliver up to the
Company at its Registered Office the certificate thereof for
cancellation and thereupon the Company shall pay to him the
redemption or purchase moneys in respect thereof.
28. The Directors may, when making payments in respect of the
redemption or purchase of Shares, if authorized 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.
VARIATION OF RIGHTS ATTACHING TO SHARES
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29. If at any time the share capital of the Company 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 with the consent in writing of the
holders of two-thirds of the issued Shares of that class, or with
the sanction of a Special Resolution passed at a general meeting
of the holders of the issued Shares of that class present in person
or by proxy.
30. The provisions of these Articles relating to general meetings of the
Company shall mutatis mutandis apply to every such general meeting of
the holders of such class of Shares, 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 so that
any holder of Shares of the class present in person or by proxy may
demand a poll.
31. 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 by the creation or issue of further Shares ranking pari
passu therewith or by the redemption or purchase of Shares of any
class by the Company.
FRACTIONAL SHARES
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32. 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 If
more than one fraction of a Share of the same class is issued
to or acquired by the same Member such fractions shall be
accumulated.
LIEN ON SHARES
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33. 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 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 dividends
and other moneys payable in respect thereof.
34. The Company may sell, in such manner as the Directors think
fit, any Shares 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 14 days after a
notice in writing, stating and
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demanding payment of such part of the amount in respect of
which the lien exists as is presently payable, has been given
to the registered holder for the time being of the Share, or
the persons entitled thereto of which the Company has notice,
by reason of his death or bankruptcy.
35. To give effect to any such sale the Directors may authorize 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.
36. The proceeds of such sale shall be received by the Company and
applied in payment of such part of the amount in respect of which
the lien exists as is presently payable, and the residue (if any)
shall (subject to a like lien for sums not presently payable as
existed upon the Shares prior to the sale) be paid to the person
entitled to the Shares at the date of the sale.
CALLS ON SHARES
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37. The Directors may from time to time make calls upon the
Members in respect of any moneys unpaid on their Shares (whether on
account of the nominal value of the Shares or by way of premium or
otherwise) 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 his
Shares.
38. A call shall be deemed to have been made at the time that the
Directors have resolved by resolution to make such call.
39. The joint holders of a Share shall be jointly and severally
liable to pay calls in respect thereof.
40. Any sum which by the terms of issue of a Share becomes payable on
allotment or at any fixed date, whether on account of the nominal
value of the Share or by way of premium or otherwise, shall for the
purposes of these Articles be deemed to be a call duly made,
notified and payable on the date on which by the terms of issue
the same becomes payable, and in the case of nonpayment all the
relevant provisions of these Articles as to payment of interest,
forfeiture or otherwise shall apply as if such sum had become
payable by virtue of a call duly made and notified.
41. 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.
42. 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.
43. The Directors may make arrangements on the issue of 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 and may
revoke or postpone a call in their discretion.
44. 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 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
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eight per centum per annum) as may be agreed upon between the
Member paying the sum in advance and the Directors.
FORFEITURE OF SHARES
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45. If a Member fails to pay any call or installment of a call
together with any interest which may have accrued within 10 days
of the day appointed for payment thereof, the Directors may, at
any time thereafter during such time as any part of such call or
installment remains unpaid, enforce any of the provisions of, and
take such action as is referred to in these Articles, including
but not limited to, forfeiting any Share in respect of which the
call or installment of a call remains unpaid. No further notice
demanding payment of the amount due need be given to the
registered holder of the Share or the persons entitled thereto
by reason of his death or bankruptcy of the Shares to be
forfeited.
46. A forfeited Share may be sold, cancelled or otherwise disposed
of on such terms and in such manner as the Directors in their
absolute discretion think fit, and at any time before a sale,
cancellation or disposition the forfeiture may be cancelled on such
terms as the Directors in their absolute discretion think fit The
Company may indirectly procure the purchase of a Share forfeited
pursuant to the previous sentence without being required to comply
with the redemption provisions of these Articles The proceeds of
the sale or disposition of a forfeited Share after deduction of
expenses, fees and commissions incurred by the Company in
connection with the sale and after the deduction of all other
amounts including accrued interest shall be received by the Company
and applied in payment of such part of the amount in respect of
which any lien or obligation exists as is presently payable on
other Shares held by that Member, and the residue shall (subject to
a like lien for sums not presently payable as existed upon the
Shares prior to such sale or disposition) be disposed of on such
terms as the Directors in their absolute discretion think fit.
47. A statutory declaration in writing that the declarant is a
Director, and that a Share in the Company has been duly forfeited
on a date stated in the declaration, shall be conclusive evidence
of the facts therein stated as against all persons claiming to be
entitled to the Share The Company may receive the consideration, if
any, given for the Share on any sale or disposition thereof and may
execute a transfer of the Share in favour of the person to whom the
Share is sold or disposed of and he shall thereupon be registered
as the holder of the Share, and shall not be bound to see to the
application of the purchase money, if any, nor shall his title to
the Share be affected by any irregularity or invalidity in the
proceedings in reference to the forfeiture, sale or disposal of the
Share.
48. 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 payable at any time, 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.
49. 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,
but his liability shall cease if and when the Company receives
payment in full of the fully paid up amount of the Shares.
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ALTERATION OF CAPITAL
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50. 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.
51. The Company may by Ordinary Resolution:-
51.1 consolidate and divide all or any of its share capital
into Shares of larger amount than its
existing Shares;
51.2 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 the case of the Share from which the reduced Share is
derived;
51.3 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 capilal
by the amount of the Shares so cancelled; and
51.4 convert all or any of its paid up Shares into stock and
reconvert that stock into paid up Shares of any denomination.
52. The Company may by Special Resolution reduce its share capital
and any capital redemption reserve in any manner authorized by the
Companies Law
CLOSING REGISTER OF MEMBERS OR FIXING RECORD DATE
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53. 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 but not 10 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 such register shall be so closed for not more
than 10 days immediately preceding such meeting and the record
date for such determination shall be the first date of the closure
of the Register of Members.
54. 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.
55. If the Register of Members is not so closed and no record date
is fixed for the determination of those Members that are 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 section,
such determination shall apply to any adjournment thereof.
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GENERAL MEETINGS OF MEMBERS
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56. The Directors may, whenever they think fit, convene a
general meeting of the Company.
57. The Directors shall convene a general meeting of the Company on the
written requisition of any Member or Members entitled to attend and
vote at general meetings of the Company who hold(s) not less than
10 per cent of the paid up voting share capital of the Company, such
requisition to be deposited at the Registered Office.
58. The Members' requisition shall specify the objects of the meeting
and shall be signed by the requisitionists If the Directors do not
convene a requisitioned meeting within 21 days of the deposit of
the requisition (such meeting to be convened no less than 30 days
from the date of deposit of the requisition), the requisitionists
themselves may convene the general meeting in the same manner, as
nearly as possible, as that in which meetings may be convened by
the Directors, and all reasonable expenses incurred by the
requisitionists as a result of the failure of the Directors to
convene the general meeting shall be reimbursed to them by the Company.
59. If at any time there are no Directors of the Company, 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
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60. At least seven days' notice (excluding the day that notice is
deemed to be given and the day the meeting is to be held) shall
be given of an annual general meeting or any other general meeting
Notice 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 and shall
specify the place, the day and the hour of the meeting and, in
case of special business, the general nature of that business.
61. With the consent of all the Members entitled to receive notice
of some particular meeting and attend and vote thereat, a meeting
may be convened by such shorter notice or without notice and in
such manner as those Members may think fit
62. 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
63. 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.
64. 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.
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65. The chairman, if any, of the Board of Directors shall preside as
chairman at every general meeting of the Company.
66. If there is no such chairman, or if at any 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.
67. The chairman may with the consent of any 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 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 10 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.
68. 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 financial report of the Directors
and the Company's auditors, and 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.
VOTES OF MEMBERS
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69. 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.
70. 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 who together hold not less than 10 per cent of
the paid up voting share capital of the Company, 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.
71. 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.
72. 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.
73. A poll demanded on the election of a chairman 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.
74. 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.
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75. 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 on a poll, vote by proxy.
76. 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 in the Company held by him and carrying the right to vote
have been paid.
77. On a poll votes may be given either personally or by proxy.
78. 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 companies by their duly authorized
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.
MEMBERS' PROXIES
----------------
79. The instrument appointing a proxy shall be in writing under the hand
of the appointor or of his attorney duly authorized in writing or,
if the appointor is a corporation, either under seal or under the hand
of an officer or attorney duly authorized. A proxy need not be a Member
of the Company.
80. The instrument appointing a proxy shall be deposited at the
Registered Office or at such other place as is specified for that
purpose in the notice convening the meeting no later than the time
for which the meeting or adjourned meeting is scheduled PROVIDED
THAT the chairman of the meeting may at his discretion direct that
an instrument of proxy shall be deemed to have been duly deposited
upon receipt by confirmation from the appointor that the instrument
of proxy duly signed is in the course of transmission to the
Company.
81. An instrument appointing a proxy may be in any usual or common form
or such other form as the Directors may approve.
82. A vote given in accordance with the terms of an instrument of proxy
shall be valid notwithstanding the previous death or insanity of the
principal or revocation of proxy or of the authority under which the
proxy was executed, or the transfer of the Share in respect of which
the proxy is given provided that no intimation in writing of such
death, insanity, revocation or transfer as aforesaid shall have been
received by the Company at the Registered Office before the
commencement of the general meeting, or adjourned meeting at which
it is sought to use the proxy.
83. The instrument appointing a proxy shall be deemed to confer
authority to demand or join in demanding a poll.
COMPANIES ACTING BY REPRESENTATIVES AT MEETINGS
-----------------------------------------------
84. Any company which is a Member or a Director may, by resolution of
its directors or other governing body, authorize 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 authorized shall be
entitled to exercise the same powers on behalf of such company
which he represents as that company could exercise if it were
an individual Member or Director.
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APPOINTMENT OF DIRECTORS
------------------------
85. The first Director(s) shall be appointed at a meeting or by
written resolution of the subscribers to the Memorandum of
Association.
86. The Company may by Ordinary Resolution appoint any person to
be a Director.
87. 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.
88. 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 minimum number of
Directors shall be one and the maximum number of Directors shall
be unlimited.
89. The remuneration of the Directors from time to time shall be
determined by the Company by Ordinary Resolution.
90. The shareholding qualification for Directors may be fixed by the
Company by Ordinary Resolution and unless and until so fixed no
Share qualification shall be required.
91. 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 DIRECTORS
-------------------
92. 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 and may at any time in writing
revoke the appointment of an alternate appointed by him. 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 to do in the place and
stead of his appointor, any other act or thing which the appointor
is permitted or required to do by virtue of his being a Director as
if the alternate were the appointor, other than the appointment of
an alternate himself. Where the alternate is a Director he shall
have a separate vote on behalf of the Director he is representing
in addition to his own vote.
93. An alternate shall not be an officer of the Company and shall be
deemed to be the agent of the Director appointing him and the
remuneration of such alternate (if any) shall be payable out of
the remuneration of the Director appointing him and the proportion
thereof shall be agreed between them.
94. The alternate shall ipso facto vacate office if and when his
appointor ceases to be a Director or removes the appointee from
office.
95. 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 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.
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POWERS AND DUTIES OF DIRECTORS
------------------------------
96. Subject to the provisions of the Companies Law, these Articles
and to any resolutions made by the Company in 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.
97. 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 authorize any such attorney to delegate all or
any of the powers, authorities and discretion vested in him.
BORROWING POWERS OF DIRECTORS
-----------------------------
98. 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.
APPOINTMENT OF OFFICERS
-----------------------
99. The Directors may from time to time appoint any person, whether or
not a director of the Company to hold such office in the Company as
the Directors may think necessary for the administration of the
Company, including without prejudice to the foregoing generality,
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. 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.
100. The Directors may appoint a secretary or secretaries of the
Company (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.
101. Any person appointed by the Directors pursuant to Articles 99
and 100 may be removed by the Directors.
COMMITTEES OF DIRECTORS
-----------------------
102. The Directors may from time to time and at any time 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 of the
aforesaid.
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103. The Directors may delegate any of their powers to committees
and 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
104. 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
paragraphs shall be without prejudice to the general powers
conferred by this paragraph.
105. The Directors may from time to time and at any time delegate
to any committee, local board, manager or agent any of the powers,
authorities and discretions for the time being vested in the
Directors and may authorize the members for the time being of any
such local board, or any of them, to fill up 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
delegation, but no person dealing in good faith and without notice
of any such annulment or variation shall be affected thereby.
106. Any such delegates as aforesaid may be authorized by the
Directors to sub-delegate all or any of the powers, authorities,
and discretion for the time being vested in them.
107. 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 same, the members present may choose one of their
number to be chairman of the meeting.
108. 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.
PROCEEDINGS OF DIRECTORS
------------------------
109. 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 A Director or a
Director's duly appointed alternate may, at any time, and any
secretary or assistant secretary shall on the requisition of a
Director summon a meeting of the Directors.
110. 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 less
than two Directors shall be one. A Director represented by proxy
or by duly appointed alternate at any meeting shall be deemed to
be present for the purposes of determining whether or not a quorum
is present.
111. 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 same, the Directors present may choose one of their number to
be chairman of the meeting.
112. Questions arising at any meeting shall be decided by a
majority of votes of the Directors and duly appointed alternates
present, the vote of an alternate not being counted if his
appointor is also present at such meeting. In the case of an
equality of votes the chairman shall have a second or casting vote.
113. A Director or Directors and any duly appointed alternates may
participate in any meeting of the Board of Directors, or of any
committee appointed by the Board of Directors of which such
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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.
114. 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 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.
115. 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 realized 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 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.
116. 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 authorize
a Director or his firm to act as auditor to the Company.
117. The Directors shall cause minutes to be made for the purpose of
recording:-
117.1 all appointments of officers made by the Directors;
117.2 the names of the Directors present at each meeting
of the Directors and of any committee of the Directors;
and
117.3 all resolutions and proceedings at all meetings of the
Company, and of the Directors and of committees of
Directors
118. When the chairman of a meeting of the Directors signs the
minutes of such meeting the same 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.
119. A resolution signed by all the Directors (in one or more
counterparts) 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.
120. 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 the Articles of the Company as
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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.
121. 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.
DISQUALIFICATION OF DIRECTORS
-----------------------------
122. The office of Director shall be automatically vacated, if
the Director:-
122.1 dies;
122.2 resigns his office by notice in writing to the Company;
122.3 becomes bankrupt or makes any arrangement or composition
with his creditors;
122.4 is found to be or becomes of unsound mind;
122.5 is removed from office by a vote of a majority of the
Directors; or
122.6 is removed from office by Ordinary Resolution.
DIVIDENDS
---------
123. 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 interim dividends on Shares of the Company in issue
and authorize payment of the same out of the funds of the Company
lawfully available therefor.
124. Subject to any rights and restrictions for the time being
attached to any class or classes of Shares, the Company may by
Ordinary Resolution declare final dividends, but no dividend shall
exceed the amount recommended by the Directors.
125. 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 equalizing
dividends or for any other purpose to which those funds may be
properly applied and may pending such application, in the
Directors' absolute discretion, either be employed in the business
of the Company or be invested in such investments (other than
Shares of the Company) as the Directors may from time to time think
fit.
126. Any dividend may be paid by cheque or warrant sent through the
post to the registered address of the Member or person entitled
thereto, or in the case of joint holders, to anyone 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 or warrant 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.
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127. The Directors may when paying dividends to the Members in
accordance with the foregoing provisions, make such payment
either in cash or in specie.
128. No dividend shall be paid otherwise than out of profits or,
subject to the restrictions of the Companies Law, the share premium
account.
129. Subject to the rights of persons, if any, entitled to Shares
with special rights as to dividends, 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 in the
Company dividends may be declared and paid according to the amounts
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.
130. 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.
131. No dividend shall bear interest against the Company.
FINANCIAL YEAR
--------------
132. Unless the Directors otherwise resolve, the financial year end
of the Company shall be 31 st December in each year and following
the year of incorporation shall begin on 1 st January of each year.
ACCOUNTS AND AUDIT
------------------
133. The Directors shall cause books of account relating to the
Company's affairs to be kept in such manner as may be determined
from time to time by the Directors.
134. The books of account shall be kept at the Registered Office,
or at such other place or places as the Directors think fit, and
shall always be open to the inspection of the Directors.
135. 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 authorized by the Directors or by the Company by Ordinary
Resolution.
136. The accounts relating to the Company's affairs shall be audited in
such manner as may be determined from time to time by the Company
by Ordinary Resolution or, failing any such determination, by
the Directors or, failing any determination as aforesaid, shall
not be audited.
137. The auditors, if any, shall be appointed by the Directors and shall
hold office until removed by Ordinary Resolution or by resolution of
the Directors.
138. The remuneration of any auditors, if any, appointed by the Directors,
may be fixed by the Directors.
CAPITALIZATION OF PROFITS
-------------------------
139. Subject to the Companies Law, the Directors may, with the
authority of an Ordinary Resolution:
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139.1 resolve to capitalize an amount standing to the
credit of reserves (including a share premium account,
capital redemption reserve and profit and loss account),
or otherwise available for distribution;
139.2 appropriate the sum resolved to be capitalized 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:-
139.2.1 paying up the amounts (if any) for the time being
unpaid on Shares held by them respectively, or
139.2.2 paying up in full unissued Shares or debentures
of a nominal amount equal to that sum, 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;
139.3 make any arrangements they think fit to resolve a
difficulty arising in the distribution of a capitalized
reserve and in particular, without limitation, where
Shares or debentures become distributable in fractions
Directors may deal with the fractions as they think fit;
139.4 generally do all acts and things required to give
effect to the resolution.
SHARE PREMIUM ACCOUNT
---------------------
140. 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.
141.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
142. Notices shall be in writing and may be given 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 recognized 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.
143. Where notice or other documents are sent by:-
143.1 post, notice shall be deemed to have been served five
days after the time when the letter containing the same
is posted and if sent by courier, shall be deemed to have
been served five days after the time when the letter
containing the same is delivered to the courier (in
proving such service it shall be sufficient to prove that
the letter containing the notice or document was properly
addressed and duly posted or delivered to the courier); or
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143.2 facsimile, notice shall be deemed to have been served
upon confirmation of receipt.
144. 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.
145. 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 sale 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.
146. Notice of every general meeting shall be given in the manner
hereinbefore authorized to:-
146.1 all Members who have a right to receive notice and who
have supplied the Company with an address for the giving
of notices to them and in the case of joint holders, the
notice shall be sufficient if given to the first named
joint holder in the Register of Members; and
146.2 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 notice of general
meetings.
THE SEAL
--------
147. The Company shall not have a Seal unless otherwise resolved by
the Directors Any such Seal shall not be affixed to any instrument
except by the authority of a resolution of the Board of Directors
or of a committee of directors authorized by the Directors in that
behalf 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. Every instrument
to which the Seal is affixed shall be signed by a Director of the
Company or by anyone or more persons as the Directors may appoint
for that purpose.
148. The Company may maintain a duplicate or duplicates of the Seal
but such duplicate{s) 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 duplicate and if given after may be in general
form confirming a number of affixings of such duplicate. Every
instrument to which a duplicate of the Seal is affixed shall be
signed by a Director of the Company or by anyone or more persons as
the Directors may appoint for that purpose and such affixing of a
duplicate of the Seal and signing as aforesaid shall have the same
meaning and effect as if the Seal had been affixed and the
instrument signed by a Director of the Company.
149. Notwithstanding the foregoing, a director or officer,
representative or attorney of the Company shall have the authority
to affix the Seal, or a duplicate of the Seal, over his signature
alone on any instrument or document required to be authenticated by
him under seal or to be filed with the Registrar of Companies in
the Cayman Islands or elsewhere wheresoever.
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INDEMNITY
---------
150. Every Director (including for the purposes of this Article any
alternate appointed pursuant to the provisions of these Articles),
managing director, agent, secretary, assistant secretary or other
officer for the time being and from time to time of the Company
(but not including the Company's auditor) 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 hirn 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.
151. No such Director, duly appointed alternate, managing director,
agent, secretary, assistant secretary or other officer of the
Company (but not including the Company's auditor) shall be
liable (i) for the acts, receipts, neglects, defaults or
omissions of any other such Director or officer or agent of the
Company or (ii) by reason of his having joined in any receipt for
money not received by him personally or (iii) for any loss on
account of defect of title to any property of the Company or
(iv) on account of the insufficiency of any security in or upon
which any money of the Company shall be invested or (v) for any
loss incurred through any bank, broker or other agent or (vi) for
any loss occasioned by any negligence, default, breach of duty,
breach of trust, error of judgment or oversight on his part or
(vii) 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
-------------------------
152. No person shall be recognized 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 recognize (even when
having notice thereof) any equitable, contingent, future or partial
interest in any of its Shares (or fraction thereof) or any other
rights in respect thereof except an absolute right to the entirety
thereof in each Member registered in the Register of Members.
WINDING UP
----------
153. If the Company shall be wound up the liquidator may, with the
sanction of an Ordinary Resolution and any other sanction required
by the Companies Law, divide amongst the Members in specie or cash
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
Members. 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 contributors as the liquidator shall think fit, but
so that no Member shall be compelled to accept any Shares or other
securities whereon there is any liability
154. Without prejudice to the rights of holders of Shares issued upon
special terms and conditions, if the Company shall be wound up, and
the assets available for distribution among the Members as such shall
be insufficient to repay the whole of the paid-up capital, such
assets shall be distributed so that, as nearly as may be, the losses
shall be borne by the Members in proportion to the capital paid-up,
or which ought to have been paid-up, at the commencement of
the winding up on the Shares held by them respectively. If on
a winding up the assets available for
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distribution among the Members shall be more than sufficient
to repay the whole of the capital paid-up at the commencement
of the winding up, the excess shall be distributed among the
Members in proportion to the capital paid up at the
commencement of the winding up on the Shares held by them
respectively.
AMENDMENT OF MEMORANDUM OF ASSOCIATION
--------------------------------------
155. Subject to and insofar as permitted by the Companies Law, the
Company may at any time and from time to time by Special Resolution
alter or amend its Memorandum of Association with respect to any
objects, powers or other matters specified therein.
AMENDMENT OF ARTICLES OF ASSOCIATION
------------------------------------
156. 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
-----------------------------------
157. The company may by Special Resolution resolve to be registered by
way of continuation as a body corporate under the laws of any
jurisdiction outside the Cayman Islands. The Directors may make
application to the Registrar of Companies to deregister the Company
in the Cayman Islands and may take all such further steps as they
consider appropriate to be taken, in accordance with the Companies
Law, to effect the transfer by way of continuation of the Company.
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NAME AND ADDRESS OF
SUBSCRIBER ...
ONE ORDINARY SHARE
/s/ Sophia A. Dilbert
- -----------------------------
Sophia A. Dilbert
PO Box 2510,
George Town
Grand Cayman,
Cayman Islands
Dated this 10th March 2006
Witness to the above signature:
/s/ Lori-Ann Welcome
- -----------------------------
Lori-Ann Welcome
P.O Box 2510
George Town
Grand Cayman,
Cayman Islands
I, D. EVADNE EBANKS Asst. registrar of companies,
in and for the Cayman Islands, HEREBY CERTIFY that
this is a true copy of the Articles of Association of
Tiger Growth Corporation.
Dated this 10th March 2006 /s/D. Evadne Ebanks
-------------------------
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