[EXHIBIT 3.1]
THE COMPANIES LAW (2004 REVISION)
OF THE CAYMAN ISLANDS
COMPANY LIMITED BY SHARES
MEMORANDUM OF ASSOCIATION
OF
LUNAR GROWTH CORPORATION
1. The name of the Company is Lunar Growth Corporation.
2. The registered office of the Company shall be at the offices
of Stuarts Corporate Services Ltd., P.O. Box 2510, Grand
Cayman KY1-1104, Cayman Islands or at such other place as
the directors of the Company may, from time to time, decide.
3. The objects for which the Company is established are
unrestricted and the Company shall have full power and
authority to carry out any object not prohibited by the
Companies Law (2004 Revision), or as the same may be revised
from time to time, or any other law of the Cayman Islands.
4. The Company shall have and be capable of exercising all the
functions of a natural person of full capacity or body
corporate in doing in any part of the world whether as
principal, agent, contractor or otherwise whatever may be
considered by it necessary for the attainment of its objects
and whatever else may be considered by it as incidental or
conducive thereto or consequential thereon, irrespective of
any question of corporate benefit as provided by section
27(2) of the Companies Law (2004 Revision) including the
power to make any alterations or amendments to its
Memorandum and Articles of Association in the manner set out
in its Articles of Association and including, but not
limited to, the power to pay all expenses of and incidental
to the promotion, formation and incorporation of the
Company; to register the Company and do business in any
other jurisdiction; to sell, lease or dispose of any
property of the Company, to draw, make, accept, endorse,
discount, execute and issue promissory notes, debentures,
bills of exchange, bills of lading, warrants and other
negotiable or transferable instruments; to lend money on the
security of the undertaking or on all or any of the assets
of the Company including uncalled capital or without
security; to invest moneys of the Company in such manner as
the directors of the Company determine; to promote other
companies; to sell the undertaking of the Company for cash
or any other consideration; to distribute assets in specie
to members of the Company; to make charitable or benevolent
donations; to pay pensions or gratuities or provide other
benefits in cash or kind to directors, officers and/or
employees of the Company, past or present and their
families; to purchase directors and officers' liability
insurance and to carry on any trade or business and
generally to do all acts and things which in the opinion of
the Company or the directors of the Company may be
conveniently or profitably or usefully acquired and dealt
with, carried on, executed or done by the Company in
connection with the business aforesaid PROVIDED THAT the
Company shall only carry on the businesses for which a
license is required under the laws of the Cayman Islands
when so licensed under the terms of such laws.
5. The liability of each member of the Company is limited to
the amount if any, unpaid on the Shares held by such member.
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6. The share capital of the Company is be US$5,100 divided
into 50,000,000 shares of a par value of US$0.0001 each and
1,000,000 preferred shares of par value US$0.0001 each.
Subject to the provisions of the Companies Law (2004
Revision) and the Articles of Association of the Company,
the Company shall have the power to redeem or purchase any
of its Shares and to increase, reduce, sub-divide or
consolidate the share capital and to issue all or any part
of its capital whether original, redeemed, increased or
reduced with or without any preference, priority or special
privilege or subject to any postponement of rights or to any
conditions or restrictions whatsoever and so that unless the
conditions of issue shall otherwise expressly provide every
issue of Shares whether stated to be ordinary, preference or
otherwise shall be subject to the powers on the part of the
Company hereinbefore provided.
7. If the Company is registered as exempted, its operations
shall be carried on subject to section 193 of the Companies
Law (2004 Revision). The Company may effect and conclude
contracts in the Cayman Islands, and exercise in the Cayman
Islands all of its powers necessary for the carrying on of
its business outside the Cayman Islands but shall not
otherwise trade in the Cayman Islands with any person, firm
or corporation except in furtherance of the business of the
Company carried on outside the Cayman Islands.
8. Subject to the provisions of the Companies Law (2004
Revision) and the Articles of Association, the Company may
exercise the power contained in section 226 of the Companies
Law (2004 Revision) to deregister in the Cayman Islands and
register by way of continuation under the laws of any
jurisdiction outside the Cayman Islands.
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I the undersigned, whose name and address is subscribed, am
desirous of being formed into a Company in pursuance of this
Memorandum of Association, and I agree to take the number of
shares in the capital of the Company set opposite my name
NAME AND ADDRESS NUMBER OF SHARES
OF SUBSCRIBER TAKEN BY SUBSCRIBER
/s/ Christopher Humphries
- -------------------------
Chris Humphries ONE ORDINARY SHARE
P.O. Box 2510
Grand Cayman KY1-1104
Cayman Islands
Dated this 27 September 2006
/s/ Victoria Banks
- -------------------------
Witness to the above signature
Victoria J. Banks
P.O. Box 2510
Grand Cayman KY1-1104
Cayman Islands
I, D. Evadne Ebanks, Asst. Registrar of Companies, in and for the
Cayman Islands, HEREBY CERFITY that this is a true copy of the
Memorandum of Association of the Company.
Dated this 27th of September 2006 /s/ D. Evadne Ebanks
------------------------
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TABLE OF CONTENTS
THE COMPANIES LAW (2004 REVISION)............................. 1
THE COMPANIES LAW (2004 REVISION)............................. 1
TABLE A....................................................... 1
INTERPRETATION................................................ 1
COMMENCEMENT OF BUSINESS...................................... 3
REGISTERED OFFICE............................................. 3
REGISTER OF MEMBERS........................................... 3
SHARE CERTIFICATES............................................ 3
ISSUE OF SHARES............................................... 4
COMMISSION ON SALE OF SHARES.................................. 4
TRANSFER OF SHARES............................................ 4
TRANSMISSION OF SHARES........................................ 5
REDEMPTION AND PURCHASE OF OWN SHARES......................... 5
VARIATION OF RIGHTS ATTACHING TO SHARES....................... 6
FRACTIONAL SHARES............................................. 6
LIEN ON SHARES................................................ 6
CALLS ON SHARES............................................... 7
FORFEITURE OF SHARES.......................................... 8
ALTERATION OF CAPITAL......................................... 9
CLOSING REGISTER OF MEMBERS OR FIXING RECORD DATE............. 9
GENERAL MEETING OF MEMBERS.................................... 10
NOTICE OF GENERAL MEETINGS.................................... 10
PROCEEDINGS AT GENERAL MEETINGS............................... 10
VOTES OF MEMBERS.............................................. 11
MEMBERS' PROXIES.............................................. 12
COMPANIES ACTING BY REPRESENTATIVES AT MEETINGS............... 12
APPOINTMENT OF DIRECTORS...................................... 13
ALTERNATE DIRECTORS........................................... 13
POWERS AND DUTIES OF DIRECTORS................................ 14
BORROWING POWERS OF DIRECTORS................................. 14
APPOINTMENT OF OFFICERS....................................... 14
COMMITTEES OF DIRECTORS....................................... 14
PROCEEDINGS OF DIRECTORS...................................... 15
DISQUALIFICATION OF DIRECTORS................................. 17
DIVIDENDS..................................................... 17
FINANCIAL YEAR................................................ 18
ACCOUNTS AND AUDIT............................................ 18
CAPITALIZATION OF PROFITS..................................... 18
SHARE PREMIUM ACCOUNT......................................... 19
NOTICES....................................................... 19
THE SEAL...................................................... 20
INDEMNITY..................................................... 21
NON-RECOGNITION OF TRUSTS..................................... 21
WINDING UP.................................................... 21
AMENDMENT OF MEMORANDUM OF ASSOCIATION........................ 22
AMENDMENT OF ARTICLES OF ASSOCIATION.......................... 22
REGISTRATION BY WAY OF CONTINUATION........................... 22
THE COMPANIES LAW (2004 REVISION)
OF THE CAYMAN ISLANDS
COMPANY LIMITED BY SHARES
ARTICLES OF ASSOCIATION
OF
LUNAR GROWTH CORPORATION
TABLE A
-------
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
--------------
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;
"month" means calendar month;
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"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
------------------------
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
-----------------
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
-------------------
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
------------------
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
---------------
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
----------------------------
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
------------------
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
----------------------
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
-------------------------------------
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
---------------------------------------
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
-----------------
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
--------------
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
---------------
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
--------------------
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
---------------------
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 capital 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
-------------------------------------------------
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 to 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
---------------------------
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
--------------------------
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
----------------
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
memberspresent 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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Companies Law (2004 Revision)
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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 him in defending (whether successfully or
otherwise) any civil proceedings concerning the Company or
its affairs in any court whether in the Cayman Islands or
elsewhere.
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
/s/ Christopher Humphries
- --------------------------
Chris Humphries ONE ORDINARY SHARE
P.O. Box 2510
Grand Cayman KY1-1104
Cayman Islands
Dated this 27 September 2006
/s/ Victoria J. Banks
- --------------------------
Witness to the above signature
Victoria J. Banks
P.O. Box 2510
Grand Cayman KY1-1104
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 the Company.
Dated this 27 of September, 2006 /s/ D. Evadne Ebanks
-------------------------
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