EXHIBIT 3.2
ARTICLES OF ASSOCIATION, AS AMENDED
BRITISH VIRGIN ISLANDS
THE INTERNATIONAL BUSINESS COMPANIES ACT
(CAP. 291)
ARTICLES OF ASSOCIATION
OF
TITANIUM GROUP LIMITED
[name in Chinese]
("the Company")
1. References in these Regulations to the Act shall mean The International
Business Companies Act (Cap. 291). The following Regulations shall
constitute the Regulations of the Company. In these Articles, words and
expressions defined in the Act shall have the same meaning and, unless
otherwise required by the context, the singular shall include the
plural and vice versa, the masculine shall include the feminine and
neuter, and references to persons shall include corporations and all
legal entities capable of having a legal existence.
SHARES
2. The authorised capital of the Company is US$1,000,000.00 divided into
100,000,000 shares with a par value of US$0.01 each. The directors are
duly empowered to issue shares as registered shares only.
3. Every person whose name is entered as a member in the share register
being the holder of registered shares, shall be entitled to a
certificate signed by the director(s) or officer(s) so authorised and
under the common seal of the Company, specifying the share or shares
held and the par value thereof, provided that in respect of shares,
held jointly by several persons, the Company shall not be bound to
issue more than one certificate, and delivery of a certificate for a
share to one of several joint holders shall be sufficient delivery to
all.
4. If a certificate is worn out or lost, it may be renewed on production
of the worn-out certificate, or on satisfactory proof of its loss
together with such indemnity as the directors may reasonably require.
Any member receiving a share certificate shall indemnify and hold the
Company and its officers harmless from any loss or liability which it
or they may incur by reason of wrongful or fraudulent use or
representation made by any person by virtue of the possession of such
certificate.
SHARE CAPITAL AND VARIATION OF RIGHTS
5. Subject to the provisions of these Articles, the unissued shares of the
Company (whether forming part of the original or any increased capital)
shall be at the disposal of the directors who may offer, allot, grant
options over or otherwise dispose of them to such persons at such time
and for such consideration, being not less than the par value of the
shares being disposed of, and upon such terms and conditions as the
directors may determine.
6. Without prejudice to any special rights previously conferred on the
holders of any existing shares or class of shares, any share in the
Company may be issued with such preferred, deferred or other special
rights, or such restrictions, whether in regard to dividend, voting,
return of capital or otherwise, as the directors may from time to time
determine.
7. Subject to the provisions of the Act in this regard, shares may be
issued on the terms that they are redeemable, or, at the option of the
Company, liable to be redeemed on such terms and in such manner as the
directors before or at the time of the issue of the shares may
determine.
8. The directors may redeem any such share at a premium.
9. If at any time the share capital is divided into different classes of
shares, the rights attached to any class (unless otherwise provided by
the terms of issue of the shares of that class) may, whether or not the
Company is being wound up, be varied with the consent in writing of the
holders of not less than fifty-one percent of the issued shares
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of that class and of the holders of not less than fifty-one percent of
the issued shares of any other class of shares which may be affected by
such variation.
10. 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.
11. Except as required by law, no person shall be recognised by the Company
as holding any share upon any trust, and the Company shall not be bound
by or be compelled in any way to recognise (even when having notice
thereof) any equitable, contingent, future or partial interest in any
share or any interest in any fractional part of a share or (except only
as by these Regulations or by law otherwise provided) any other rights
in respect of any share except an absolute right to the entirety
thereof by the registered holder.
TRANSFER OF SHARES
12. Shares in the Company may be transferred by a written instrument signed
by the transferor and containing the name and address of the transferee
or in such other manner or form and subject to such evidence as the
directors shall consider appropriate.
13. Upon receipt of notification of any change of name and address of any
agent or attorney given to the Company for the purpose of service of
any notice, information or written statement required to be given to
members, the directors shall forthwith amend the register maintained
for this purpose.
TRANSMISSION OF SHARES
14. The personal representative, guardian or trustee as the case may be of
a deceased, incompetent or bankrupt sole holder of a registered share
shall be the only person recognised by the Company as having any title
to the share. In the case of a share registered in the names of two or
more holders, the survivor or survivors, and the personal
representative, guardian or trustee as the case may be of the deceased,
incompetent or bankrupt, shall be the only person(s) recognised by the
Company as having any title to the share, but they shall not be
entitled to exercise any rights as a member of the Company until they
have proceeded as set forth in the following two Regulations.
15. Any person becoming entitled by operation of law or otherwise to a
share or shares in consequence of the death, incompetence or bankruptcy
of any member may be registered as a member upon such evidence being
produced as may reasonably be required by the directors. An application
by any such person to be registered as a member for all purposes shall
be deemed to be a transfer of shares of the deceased, incompetent or
bankrupt member and the directors shall treat it as such.
16. Any person who has become entitled to a share or shares in consequence
of the death, incompetence or bankruptcy of any member may, instead of
being registered himself, request in writing that some person to be
named by him be registered as a transferee of such share or shares and
such request shall likewise be treated as if it were a transfer.
ACQUISITION OF OWN SHARES
17. Subject to the provisions of the Act in this regard, the directors may,
on behalf of the Company, purchase, redeem or otherwise acquire any of
the Company's own shares but only out of surplus or in exchange for
newly issued shares of equal value, or for such consideration as they
consider fit, and either cancel or hold such shares as treasury shares.
The directors may dispose of any shares held as treasury shares on such
terms and conditions as they may from time to time determine. Shares
may be purchased or otherwise acquired in exchange for newly issued
shares in the Company.
ALTERATION IN CAPITAL
18. Subject to the terms of any resolution passed by the directors for the
purpose of increasing the authorised capital of the Company, such
increased capital may be divided into shares of such respective
amounts, and with such rights or privileges (if any) as the directors
think expedient.
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19. Any capital raised by the creation of new shares shall be considered as
part of the original capital, and shall be subject to the same
provisions as if it had been part of the original capital.
20. The directors may by resolution:
(a) consolidate and divide all or any of its share capital into
shares of larger amount than its existing shares;
(b) 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 authorised share capital
by the amount of the shares so cancelled;
(c) sub-divide its shares or any of them into shares of smaller
amount than is fixed by the Memorandum of Association and so
that subject to the provisions of Regulation 10 the resolution
whereby any share is sub-divided may determine that as between
the holders of the shares resulting from such sub-division one
or more of the shares may have such preferred or other special
rights over or may have such qualified or deferred rights or
be subject to any such restrictions as compared with the other
or others as the Company has power to attach to unissued or
new shares;
(d) subject to any confirmation or consent required by law, reduce
its authorised and issued share capital or any capital
redemption reserve fund or any share premium account in any
manner.
21. Where any difficulty arises in regard to any consolidation and division
under this Regulation, the directors may settle the same as they think
expedient.
MEETINGS OF MEMBERS
22. The directors may convene meetings of the members of the Company at
such times and in such manner and places as the directors consider
necessary or desirable, and they shall convene such a meeting upon the
written request of members holding more than 50 percent of the votes of
the outstanding voting shares in the Company.
23. Seven days' notice at the least specifying the place, the day and the
hour of the meeting and the nature of the business to be conducted
shall be given in the manner hereinafter mentioned to such persons
whose names on the date the notice is given appear as members in the
share register of the Company.
24. A meeting of the members shall be deemed to have been validly held,
notwithstanding that it is held in contravention of the requirement to
give notice in Regulation 23, if notice of the meeting is waived by
ninety percent of the votes of all shares having a right to attend and
vote at the meeting.
25. The inadvertent failure of the directors to give notice of a meeting to
a member or to the agent or attorney as the case may be, or the fact
that a member or such agent or attorney has not received the notice,
does not invalidate the meeting.
PROCEEDINGS AT MEETINGS OF MEMBERS
26. No business shall be transacted at any meeting unless a quorum of
members is present at the time when the meeting proceeds to business. A
quorum shall consist of the holder or holders present in person or by
proxy of not less than one third of the shares of each class or series
of shares entitled to vote as a class or series thereon and the same
proportion of the votes of the remaining shares entitled to vote
thereon.
27. If within half an hour from the time appointed for the meeting a quorum
is not present, the meeting shall be dissolved.
28. At every meeting the members present shall choose someone of their
number to be the Chairman. If the members are unable to choose a
Chairman for any reason, then the person representing the greatest
number of voting shares present at the meeting shall preside as
Chairman, failing which the oldest individual person shall take the
chair.
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29. The Chairman may, with the consent of the meeting, adjourn any 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.
30. At any meeting a resolution put to the vote of the meeting shall be
decided on a show of hands by simple majority unless a poll is (before
or on the declaration of the result of the show of hands) demanded:
(a) by the Chairman; or
(b) by any member or members present in person or by proxy and
representing not less than one tenth of the total voting
rights of all the members having the right to vote at the
meeting.
31. Unless a poll be so demanded, a declaration by the Chairman that a
resolution has, on a show of hands, been carried, and an entry to that
effect in the book containing the minutes of the proceedings of the
Company, shall be sufficient evidence of the fact, without proof of the
number or proportion of the votes recorded in favour of or against such
resolution.
32. If a poll is duly demanded, it shall be taken in such a 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. The demand
for a poll may be withdrawn.
33. 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.
VOTES OF MEMBERS
34. At any meeting of members, whether on a show of hands or on a poll,
every holder of a voting share present in person or by proxy shall have
one vote for every voting share of which he is the holder.
35. A resolution which has been notified to all members for the time being
entitled to vote and which has been approved by a majority of the votes
of those members in the form of one or more documents in writing or by
telex, telegram, cable or other written electronic communication shall
forthwith, without the need for any notice, become effectual as a
resolution of the members.
36. If a committee be appointed for any member who is of unsound mind, he
may vote by his committee.
37. If two or more persons are jointly entitled to a registered share or
shares and if more than one of such persons shall vote in person or by
proxy at any meeting of members or in accordance with the terms of
Regulation 34, the vote of that person whose name appears first among
such voting joint holders in the share register shall alone be counted.
38. Votes may be given either personally or by proxy.
39. The instrument appointing a proxy shall be produced at the place
appointed for the meeting before the time for holding the meeting at
which the person named in such instrument proposes to vote.
40. An instrument appointing a proxy shall be in such form as the Chairman
of the meeting shall accept as properly evidencing the wishes of the
member appointing the proxy.
41. The instrument appointing a proxy shall be in writing under the hand of
the appointer, unless the appointer is a corporation or other form of
legal entity other than one or more individuals holding as joint
owners, in which case the instrument appointing a proxy shall be in
writing under the hand of an individual duly authorised by such
corporation or legal entity to execute the same. The Chairman of any
meeting at which a vote is cast by proxy so authorised may call for a
notarilly certified copy of such authority which shall be produced
within 7 days of being so requested or the vote or votes cast by such
proxy shall be disregarded.
CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS
42. Any corporation or other form of corporate legal entity which is a
member of the Company may be resolution of its directors or other
governing body authorise such person as it thinks fit to act as its
representative at any meeting of
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the members or of any class of members of the Company, and the person
so authorised shall be entitled to exercise the same powers on behalf
of the corporation which he represents as that corporation could
exercise if it were an individual member of the Company.
DIRECTORS
43. Subject to any subsequent amendment to change the number of directors,
the minimum number of directors of the Company shall be one and the
maximum number shall be twenty.
44. The first director or directors shall be elected by the subscribers to
the Memorandum. Thereafter, the director(s) shall be elected by the
members or the director (if there is only one) or directors for such
term as the members or the director (if there is only one) or directors
may determine.
45. The director(s) shall hold office until his (their) successor(s) shall
take office or until his (their) earlier death, resignation or removal.
46. Every vacancy in the board of directors may be filled by a resolution
of the members or of the director (if there is only one) or of a
majority of the remaining directors if applicable.
47. A director shall not require a share qualification, but nevertheless
shall be entitled to attend and speak at any meeting of the members and
at any separate meeting of the holders of any class of shares in the
Company.
48. A director by writing under his hand deposited at the Registered Office
of the Company may from time to time appoint another director or any
other person to be his alternate. Every such alternate shall be
entitled to be given notice of meetings of the directors and to attend
and vote as a director at any such meeting at which the director
appointing him is not personally present and generally at such meeting
to have and exercise all the powers, rights, duties and authorities of
the director appointing him. Every such alternate shall be deemed to be
an officer of the Company and shall not be deemed to be an agent of the
director appointing him. If undue delay or difficulty would be
occassioned by giving notice to a director of a resolution of which is
approval is sought in accordance with Regulation 73, his alternate (if
any) shall be entitled to signify approval of the same on behalf of
that director. The remuneration of an alternate shall be payable out of
the remuneration payable to the director appointing him, and shall
consist of such portion of the last mentioned remuneration as shall be
agreed between such alternate and the director appointing him. A
director by writing under hand deposited at the Registered Office of
the Company may at any time revoke the appointment of an alternate
appointed by him. If a director shall die or cease to hold the office
of director, the appointment of his alternate shall thereupon cease and
terminate.
49. The directors may, by resolution, fix the emoluments of directors in
respect of services rendered or to be rendered in any capacity to the
Company. The directors may also be paid such travelling, hotel and
other expenses properly incurred by them in attending and returning
from meetings of the directors, or any committee of the directors or
meetings of the members, or in connection with the business of the
Company as shall be approved by resolution of the directors.
50. Any director who, by request, goes or resides abroad for any purposes
of the Company or who performs services which in the opinion of the
directors go beyond the ordinary duties of a director, may be paid such
extra remuneration (whether by way of salary, commission, participation
in profits or otherwise) as shall be approved by resolution of the
directors.
51. The Company may pay to a director who at the request of the Company
holds any office (including a directorship) in, or renders services to
any company in which the Company may be interested, such remuneration
(whether by way of salary, commission, participation in profits or
otherwise) in respect of such office or services as shall be approved
by resolution of the directors.
52. The office of director shall be vacated if the director:
(a) is removed from office by a resolution of members or by a
resolution of directors, or
(b) becomes bankrupt or makes any arrangement or composition with
his creditors generally, or
(c) becomes of unsound mind, or of such infirm health as to be
incapable of managing his affairs, or
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(d) resigns his office by notice in writing to the Company.
53. (a) A director may hold any other office or position under the
Company (except that of auditor) in conjunction with his
office of director, and may act in a professional capacity to
the Company on such terms as to remuneration and otherwise as
the directors shall arrange.
(b) A director may be or become a director or other officer of, or
otherwise interested in any company promoted by the Company,
or in which the Company may be interested, as a member or
otherwise, and no such director shall be accountable for any
remuneration or other benefits received by him as director or
officer or from his interest in such other company. The
directors may also exercise the voting powers conferred by the
shares in any other company held or owned by the Company in
such manner in all respects as they think fit, including the
exercise thereof in favour of any resolutions appointing them,
or any of their number, directors or officers of such other
company, or voting or providing for the payment of
remuneration to the directors or officers of such other
company. A director may vote in favour of the exercise of such
voting rights in the manner aforesaid, notwithstanding that he
may be, or be about to become, a director or officer of such
other company, and as such in any other manner is, or may be,
interested in the exercise of such voting rights in the manner
aforesaid.
(c) No director shall be disqualified by his office from
contracting with the Company, either as a vendor, purchaser or
otherwise, nor shall any such contract or arrangement entered
into by or on behalf of the Company in which any director
shall be in any way interested be voided, nor shall any
director so contracting or being so interested be liable to
account to the Company for any profit realised by any such
contract or arrangement, by reason of such director holding
that office or of the fiduciary relationship thereby
established. The nature of a director's interest must be
declared by him at the meeting of the directors at which the
question of entering into the contract or arrangement is first
taken into consideration, and if the director was not at the
date of that meeting interested in the proposed contract or
arrangement, or shall become interested in a contract or
arrangement after it is made, he shall forthwith after
becoming so interested advise the Company in writing of the
fact and nature of his interest. A general notice to the
directors by a director that he is a member of a specified
firm or company, and is to be regarded as interested in any
contract or transaction which may, after the date of notice,
be made with such firm or company shall (if such director
shall give the same at a meeting of the directors, or shall
take reasonable steps to secure that the same is brought up
and read at the next meeting of directors after it is given)
be a sufficient declaration of interest in relation to such
contract or transaction with such firm or company. A director
may be counted as one of a quorum upon a motion in respect of
any contract or arrangement which he shall make with the
Company, or in which he is so interested as aforesaid, and may
vote upon such motion.
OFFICERS
54. The directors of the Company may, by a resolution of directors, appoint
officers of the Company at such times as shall be considered necessary
or expedient, and such officers may consist of a President, one or more
Vice-Presidents, a Secretary and a Treasurer and such other officers as
may from time to time be deemed desirable. The officers shall perform
such duties as shall be prescribed at the time of their appointment
subject to any modification in such duties as may be prescribed by the
directors thereafter, but in the absence of any specific allocation of
duties it shall be the responsibility of the President to manage the
day to day affairs of the Company, the Vice-President to act in order
of seniority in the absence of the President but otherwise to perform
such duties as may be delegated to them by the President, the Secretary
to maintain the registers, minute books and records (other than
financial records) of the Company and to ensure compliance with all
procedural requirements imposed on the Company by applicable law, and
the Treasurer to be responsible for the financial affairs of the
Company.
55. Any person may hold more than one office and no officer need be a
director or member of the Company. The officers shall remain in office
until removed from office by the directors whether or not a successor
is appointed.
56. Any officer who is a body corporate may appoint any person its duly
authorised representative for the purpose of representing it and of
transacting any of the business of the officers.
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POWERS OF DIRECTORS
57. The business of the Company shall be managed by the directors who may
pay all expenses incurred preliminary to and in connection with the
formation and registration of the Company, and may exercise all such
powers of the Company as are not by the Act or by these Regulations
required to be exercised by the members subject to any delegation of
such powers as may be authorised by these Regulations and to such
requirements as may be prescribed by resolution of the members; but no
requirement made by resolution of the members shall prevail if it be
inconsistent with these Regulations nor shall such requirement
invalidate any prior act of the directors which would have been valid
if such requirement had not been made.
58. The directors may entrust to and confer upon any director or officer
any of the powers exercisable by them upon such terms and conditions
and with such restrictions as they think fit, and either collaterally
with, or to the exclusion of, their own powers, and may from time to
time revoke, withdraw, alter or vary all or any of such powers. The
directors may delegate any of their powers to committees consisting of
such member or members of their body as they think fit; any committee
so formed shall in the exercise of the powers so delegated conform to
any regulations that may be imposed on it by the directors.
59. 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 discretions (not exceeding those vested in or
exercisable by the directors under these Regulations) and for such
period and subject to such conditions as they may think fit, and any
such powers of attorney may contain such provisions for the protection
and convenience of persons dealing with any such attorney as the
directors may think fit and may also authorise any such attorney to
delegate all or any of the powers, authorities and discretions vested
in him.
60. Any director who is a body corporate may appoint any person its duly
authorised representative for the purpose of representing it at
Directors Meetings and of transacting any of the business of the
directors.
61. The Directors are authorised to open and operate bank accounts with
banks, brokerage houses, savings and/or loan associations, credit
institutes or any similar institutions of their choice anywhere in the
world. All cheques, promissory notes, drafts, bills of exchange and
other negotiable instruments and all receipts for monies paid to the
Company, shall be signed, drawn, accepted, endorsed or otherwise
executed, as the case may be, in such manner as the directors shall
from time to time by resolution determine.
62. The directors may exercise all the powers of the Company to borrow
money and to mortgage or charge its undertakings, 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.
63. The continuing directors may act notwithstanding any vacancy in their
body, save that if the number of directors shall have been fixed at two
or more persons and by reason of vacancies having occurred among the
directors there shall be only one continuing director, he shall be
authorised to act alone only for the purpose of appointing another
director.
PROCEEDINGS OF DIRECTORS
64. The meetings of the directors and any committee thereof shall be held
at such place or places as the directors shall decide.
65. 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 at the time
appointed for holding the same, the directors present may choose one of
their number to be Chairman of the meeting.
66. The directors may meet together for the dispatch of business, adjourn
and otherwise regulate their meetings as they think fit. Questions
arising at any meeting shall be decided by a majority of votes; in case
of an equality of votes the chairman shall have a second or casting
vote. A director may at any time summon a meeting of the directors. If
the Company shall have only one director, the provisions hereinafter
contained for meetings of the directors shall not
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apply but such sole director shall have full power to represent and act
for the Company in all matters and in lieu of minutes of a meeting
shall record in writing and sign a note or memorandum of all matters
requiring a resolution of the directors. Such note or memorandum shall
constitute sufficient evidence of such resolution for all purposes.
67. A director shall be given not less than seven days notice of a meeting
of the directors.
68. Notwithstanding Regulation 67 above, a meeting of directors held in
contravention of that regulation shall be valid if a majority of the
directors entitled to vote at the meeting have waived the notice of the
meeting.
69. The inadvertent failure to give notice of a meeting to a director, or
the fact that a director has not received the notice, does not
invalidate the meeting.
70. A meeting of directors is duly constituted for all purposes if at the
commencement of the meeting there are present in person or by alternate
not less than one third of the total number of directors with a minimum
of two.
71. If within half an hour from the time appointed for the meeting a quorum
is not present, the meeting shall be dissolved.
72. Any one or more of the directors or any committee thereof may
participate in a meeting of directors or of a committee of directors by
means of a conference telephone or similar communications equipment
allowing all persons participating in the meeting to hear each other at
the same time. Participation by such means shall constitute presence in
person at a meeting.
73. A resolution approved by a majority of the directors for the time being
entitled to receive notice of a meeting of the directors or of a
committee of the directors and taking the form of one or more documents
in writing or by telex, telegram, cable or other written electronic
communication shall be as valid and effectual as if it had been passed
at a meeting of the directors or of such committee duly convened and
held, without the need for any notice.
INDEMNITY
74. Subject to the provisions of the Act and of any other statute for the
time being in force, every director or other officer of the Company
shall be entitled to be indemnified out of the assets of the Company
against all losses or liabilities which he may sustain or incur in or
about the execution of the duties of his office or otherwise in
relation thereto, and no director or other officer shall be liable for
any loss, damage or misfortune which may happen to, or be incurred by
the Company in the execution of the duties of his office, or in
relation thereto.
SEAL
75. The directors shall provide for the safe custody of the common seal of
the Company. The common seal when affixed to any instrument, shall be
witnessed by a director or any other person so authorised from time to
time by the directors. The directors may provide for a facsimile of the
common seal and approve the signature of any director or authorised
person which may be reproduced by printing or other means on any
instrument and it shall have the same force and validity as if the seal
had been affixed to such instrument and the same had been signed as
hereinbefore described.
DIVIDENDS AND RESERVES
76. The directors may, by resolution, declare a dividend, but no dividend
shall be declared and paid except out of surplus and unless the
directors determine that immediately after the payment of the dividend
(a) the Company will be able to satisfy its liabilities as they
become due in the ordinary course of its business; and
(b) the realisable value of the assets of the Company will not be
less than the sum of its total liabilities, other than
deferred taxes, as shown in the books of account, and its
capital.
77. Dividends may be declared and paid in money, shares or other property.
78. In computing the surplus for the purpose of resolving to declare and
pay a dividend, the directors may include in their computation the net
unrealised appreciation of the assets of the Company.
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79. The directors may from time to time pay to the members such interim
dividends as appear to the directors to be justified by the surplus of
the Company.
80. Subject to the rights of the holders of share entitled to special
rights as to dividends, all dividends shall be declared and paid
according to the par value of the shares in issue, excluding those
shares which are held by the Company as treasury shares at the date of
declaration of the dividend.
81. The directors may, before recommending any dividend, set aside out of
the profits of the Company such sums as they think proper as a reserve
or reserves which shall, at the discretion of the directors, be
applicable for meeting contingencies, or for any other purpose to which
the profits of the Company may be properly applied, and pending such
application may, at the like discretion, either be employed in the
business of the Company or be invested in such investments as the
directors may from time to time think fit.
82. If several persons are registered as joint holders of any share, any of
them may give effectual receipt for any dividend or other monies
payable on or in respect of the share.
83. Notice of any dividend that may have been declared shall be given to
each member in manner hereinafter mentioned and all dividends unclaimed
for three years after having been declared may be forfeited by the
directors for the benefit of the Company.
84. No dividend shall bear interest against the Company.
BOOKS AND RECORDS
85. The Company shall keep such accounts and records as the directors
consider necessary or desirable in order to reflect the financial
position of the Company.
86. The Company shall keep minutes of all meetings of directors, members,
committees of directors, committees of officers and committees of
members, and copies of all resolutions consented to by directors,
members, committees of directors, committees of officers and committees
of members.
87. The books, records and minutes required by Regulation 85 and 86 shall
be kept at the Registered Office of the Company or at such other place
as the directors may determine, and shall be open to the inspection of
the directors at all times.
88. 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 books, records and minutes 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 book, record, minute or document of the Company except as conferred
by Law or authorised by resolution of the directors.
AUDIT
89. The directors may by resolution call for the accounts of the Company to
be examined by an auditor or auditors to be appointed by them at such
remuneration as may from time to time be agreed.
90. The auditor may be a member of the Company, but no director or officer
shall be eligible during his continuance in office.
91. Every auditor of the Company shall have a right of access at all times
to the books of accounts and vouchers of the Company, and shall be
entitled to require from the officers of the Company such information
and explanations as he thinks necessary for the performance of his
duties.
92. The report of the auditor shall be annexed to the accounts upon which
he reports, and the auditor shall be entitled to receive notice of, and
to attend, any meeting at which the Company's audited Profit and Loss
Account and Balance Sheet is to be presented.
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NOTICES
93. Any notice, information or written statement required to be given to
members shall be served, by mail (air mail service if available)
addressed to each member at the address shown in the share register.
94. All notices directed to be given to the members shall, with respect to
any registered share to which persons are jointly entitled, be given to
whichever of such persons is named first in the share register, and
notice so given shall be sufficient notice to all the holders of such
share.
95. Any notice, if served by post, shall be deemed to have been served
within ten days of posting, and in proving such service it shall be
sufficient to prove that the letter containing the notice was properly
addressed and put into the Post Office.
PENSIONS AND SUPERANNUATION FUNDS
96. The directors may establish and maintain or procure the establishment
and maintenance of any non-contributory pension or superannuation funds
for the benefit of, and give or procure the giving of donations,
gratuities, pensions, allowances or emoluments to any persons who are
or were at any time in the employment or service of the Company or any
company which is a subsidiary of the Company or is allied to or
associated with the Company or with any such subsidiary, or who are or
were at any time directors or officers of the Company or of any such
other company as aforesaid or who hold or held any salaried employment
or office in the Company or such other company, or any persons in whose
welfare the Company or any such other company as aforesaid is or has
been at any time interested, and to the wives, widows, families and
dependents of any such person, and may make payments for or towards the
insurance of any such persons as aforesaid, and may do any of the
matters aforesaid either alone or in conjunction with nay such other
company as aforesaid. A director holding any such employment or office
shall be entitled to participate in and retain for his own benefit any
such donation, gratuity, pension, allowance or emolument.
WINDING UP
97. If the Company shall be wound up, the Liquidator may, in accordance
with a resolution of members, divide among the members in specie or in
kind the whole or any part of the assets of the Company (whether they
shall consist of property of the same kind or not) and may for such
purpose set such value as he deems fair upon any property to be divided
as aforesaid and may determine how such division shall be carried out
as between the members or different classes of members. The Liquidator
may vest the whole or any part of such assets in trustees upon such
trusts for the benefit of the contributories 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.
ARBITRATION
98. Whenever any difference arises between the Company on the one hand and
any of the members, their executors, administrators or assigns on the
other hand touching the true intent and construction or the incidence
or consequences of these presents or of the Act touching anything done
or executed omitted or suffered in pursuance of the Act or touching any
breach or alleged breach or otherwise relating to the premises or to
these presents or to any ordinance affecting the Company or to any of
the affairs of the Company, such difference shall, unless the parties
agree to refer the same to a single arbitrator, be referred to two
arbitrators one to be chosen by each of the parties to the difference
and the arbitrators shall before entering in the reference appoint an
umpire.
99. If either party to the reference makes default in appointing an
arbitrator either originally or by way of substitution (in the event
that an appointed arbitrator shall die, be incapable of acting or
refuse to act) for ten days after the other party has given him notice
to appoint the same, such other party may appoint an arbitrator to act
in the place of the arbitrator of the defaulting party.
AMENDMENT TO ARTICLES
100. The Company may alter or modify the conditions contained in these
Regulations, as originally drafted or as amended from time to time, by
a resolution of either the Company member(s) or the director(s).
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We, MOSSACK FONSECA & CO. (B.V.I.) LTD., of P. O. Box 3136, Road Town, Tortola,
British Virgin Islands for the purpose of incorporating an International
Business Company under the laws of the British Virgin Islands hereby subscribe
our name to these Articles of Association.
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NAME, ADDRESS AND DESCRIPTION OF SUBSCRIBER
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MOSSACK FONSECA & CO. (B.V.I.) LTD.
Akara Bldg.
24 De Castro Street
Wickhams Cay 1
Road Town, Tortola
British Virgin Islands
Trust Company SGD. DESIREE CHALWELL
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Assistant Secretary
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DATED this 17th day of May, 2004.
WITNESS to the above signature:
SGD. SHARMINE PICKERING
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Sharmaine Pickering
Wickhams Cay 1
Road Town, Tortola
British Virgin Islands
Secretary