EXHIBIT 3.2
TERRITORY OF THE BRITISH VIRGIN ISLANDS
THE INTERNATIONAL BUSINESS COMPANIES ACT
(CAP. 291)
ARTICLES OF ASSOCIATION
OF
T2CN Holding Limited
INTERPRETATION
1. References in these Articles of Association ("Articles") to the Act
shall mean The International Business Companies Act (CAP. 291), as
amended. The following Articles shall constitute the Articles 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 the 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$500,000.00 comprising
50,000,000 shares with a par value of US$0.01each. Shares may be issued by
the directors at their discretion and may only be issued as registered
shares.
3. Every person whose name is entered as a member in the share register,
being the holder of registered shares, shall without payment, be
entitled to a certificate signed by two directors or two officers or by
one director or one officer of the Company or under the common seal of
the Company with or without the signature of any director or officer 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 a certificate.
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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 times
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 be
liable to be redeemed on such terms and in such manner as the directors
before or at the time of the issue of such shares may determine.
8. The directors may redeem any share issued by the Company 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 three-fourths of the issued shares of that
class and the holders of not less than three-fourths 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 the Act, 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 as provided by these Articles or by the Act any other rights in
respect of any share except any absolute right to the entirety thereof
by the registered holder.
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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
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,
identified by reference to the number of the share certificate; the
directors shall forthwith amend the register maintained for this purpose.
TRANSMISSION OF SHARES
14. The executor or administrator of a deceased member, the guardian of
an incompetent member or the trustee of a bankrupt member shall be
the only person recognized by the Company as having any title to his
share but they shall not be entitled to exercise any rights as a
member of the Company until they have proceeded as set forth in the
following three Articles, save that and only in the event of death,
incompetence or bankruptcy of any member or members of the Company as
a consequence of which the Company no longer has any directors or
members, then upon the production of any documentation which is
reasonable evidence of the applicant being entitled to:
(a) a grant of probate of the deceased's will, or grant of letters of
administration of the deceased's estate, or confirmation of the
appointment as executor or administrator (as the case may be), of
a deceased member's estate; or
(b) the appointment of a guardian of an incompetent member; or
(c) the appointment as trustee of a bankrupt member; or
(d) upon production of any other reasonable evidence of the
applicant's beneficial ownership of, or entitlement to the
shares,
to the Company's Registered Agent in the British Virgin Islands together
with (if so requested by the Registered Agent) a notarised copy of the
share certificate(s) of the deceased, incompetent or bankrupt member, an
indemnity in favour of the Registered Agent and appropriate legal advice
in respect of any document issued by a foreign court, then the
administrator, executor, guardian or trustee in bankruptcy (as the case
may be) notwithstanding that their name has not been entered in the share
register of the Company, may by written resolution of the applicant,
endorsed with written approval by the Registered Agent, be appointed a
director of the Company or entered in the share register as the legal and
or beneficial owner of the shares.
15. The production to the Company of any document which is reasonable
evidence of:
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(a) a grant of probate of the will, or grant of letters of
administration of the estate, or confirmation of the appointment
as executor, of a deceased member; or
(b) the appointment of a guardian of an incompetent member; or
(c) the trustee of a bankrupt member; or
(d) the applicants legal and or beneficial ownership of the shares,
shall be accepted by the Company even if the deceased, incompetent member
or bankrupt member is domiciled outside the British Virgin Islands if the
document is issued by a foreign court which had competent jurisdiction in
the matter. For the purposes of establishing whether or not a foreign court
had competent jurisdiction in such a matter the directors may obtain
appropriate legal advice. The directors may also require an indemnity to be
given by the executor, administrator, guardian or trustee in bankruptcy.
16. Any person becoming entitled by operation of law or otherwise to a share
or shares in consequence of the death, incompetence or bankruptcy of any
member may be registered as a member upon such evidence being produced as
may reasonably be required by the directors. An application by any such
person to be registered as a member shall for all purposes be deemed to be
a transfer of shares of the deceased, incompetent or bankrupt member and
the directors shall treat it as such.
17. Any person who has become entitled to a share or shares in consequence of
the death, incompetence or bankruptcy of any member may, instead of being
registered himself, request in writing that some person to be named by him
be registered as the transferee of such share or shares and such request
shall likewise be treated as if it were a transfer.
18. What amounts to incompetence on the part of a person is a matter to be
determined by the court having regard to all the relevant evidence and the
circumstances of the case.
ACQUISITION OF OWN SHARES
19. 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 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.
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ALTERATION IN CAPITAL
20. Subject to the terms of any resolution passed by the directors for the
purpose of increasing the authorised capital of the Company, such
increased authorised capital may be divided into shares of such respective
amounts, and with such rights or privileges (if any) as the directors
think expedient.
21. 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.
22. The directors may by resolution:
(a) consolidate and divide all or any of its share capital into shares of
larger amounts 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 reduce the amount of its authorised share capital by the amount
of the shares so canceled;
(c) sub-divide its shares or any of them into shares of smaller amounts
than is fixed by the Memorandum of Association and so that subject to
the provisions of Article 10, the resolution whereby any share is
sub-divided may determine that as between then 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 shares; and/or
(d) subject to any confirmation or consent required by the Act, reduce
its authorised and issued share capital or any capital redemption
reserve fund of any share premium account in any manner.
23. Where any difficulty arises in regard to any consolidation and division
under these Articles the directors may settle same as they consider
expedient.
MEETINGS OF MEMBERS
24. 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 50 percent or more of the votes of the outstanding
voting shares in the Company.
25. Seven days notice at the least specifying the place, the day and the hour
of the meeting and general 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.
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26. 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 Article 25, if notice of the meeting is waived by an
absolute majority in number of the members having a right to attend and
vote at the meeting.
27. The inadvertent failure of the directors to give notice of a meeting to a
member or the fact that a member has not received the notice, shall not
invalidate the meeting.
PROCEEDINGS AT MEETINGS OF MEMBERS
28. 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 at the meeting.
29. If, within half an hour from the time appointed for the meeting, a quorum
is not present, the meeting shall be dissolved.
30. At every meeting the members present shall choose someone of their
number to be the chairman (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 member present at the
meeting or failing any member personally attending the meeting, the
proxy present at the meeting representing the oldest member of the
Company, shall take the chair.
31. 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.
32. At any meeting a resolution put to the vote of the meeting shall be
decided on a show of hands by a 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 present in person or by proxy and holding not less than
one tenth of the total voting shares issued by the Company and having
the right to vote at the meeting;
33. 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.
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34. 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. The demand for a
poll may be withdrawn.
35. 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
36. 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.
37. 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
telefax or other written electronic communication shall forthwith, without
the need for any notice, become effectual as a resolution of the members.
38. If a committee is appointed for any member who is of unsound mind, that
member may vote by such committee.
39. 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 Article
36, the vote of that person whose name appears first among such voting
joint holders in the share register shall alone be counted.
40. Votes may be given either personally or by proxy.
41. 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.
42. Subject to Article 43 below, 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.
43. 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 owner
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 notarially
certified copy of such authority which shall be produced within seven
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days of being so requested failing which the vote or votes cast by such
proxy shall be disregarded.
CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS
44. Any corporation or other form of corporate legal entity which is member
of the Company may by resolution of its directors or other governing
body authorise such person as it thinks fit to act as its
representative at any meeting of the members or 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
45. Subject to any subsequent amendment to change the number of directors, the
number of the directors shall be not less than one or more than fifteen.
46. The first director or directors shall be elected by the subscriber to the
Memorandum of Association. Thereafter, the directors shall be elected by
the members or the directors for such terms as the members or directors
may determine and may be removed by the members or the directors.
47. Each director holds office until his successor takes office or until his
earlier death resignation or removal.
48. A vacancy in the board of directors may be filled by a resolution of
members or a resolution passed by the majority of the remaining directors.
49. 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.
50. A director, by writing under his hand deposited at the Registered
Office of the Company, may from time to time appoint another director
or another 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
occasioned by giving notice to a director of a resolution of which his
approval is sought in accordance with Article 75 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 his hand deposited at the Registered Office of the
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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.
51. The directors may, by resolution, fix the emolument of directors in
respect of services rendered or to be rendered in any capacity to the
Company. The directors may also be paid such traveling, 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.
52. 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 Board 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.
53. 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.
54. 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
(d) resigns his office by a notice in writing to the Company.
55. (a) A Director may hold any other office or position of profit 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 officer of, or otherwise be
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
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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
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 by reason of the fiduciary
relationship thereby established, provided the procedure in Article
55 (d) below is followed.
(d) 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 the
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 the 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
56. The directors of the Company may, by 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/or 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 modifications 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
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Presidents to act in order of seniority in the absence of the President,
but otherwise to perform such duties as may be delegated to them by the
President, the 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.
57. 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.
58. 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.
POWERS OF DIRECTORS
59. 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 Articles
required to be exercised by the members subject to any delegation of
such powers as may be authorised by these Articles 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 Articles nor shall such requirement invalidate
any prior act of the directors which would have been valid if such
requirement had not been made.
60. The board of directors may entrust to and confer upon any director or
officer any of the powers exercisable by it upon such terms and
conditions and with such restrictions as it thinks fit, and either
collaterally with, or to the exclusion of, its 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
committees so formed shall in the exercise of powers so delegated
conform to any regulations that may be imposed on it by the directors.
61. The directors may from time to time by power of attorney appoint any
company, firm or person or body of persons 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 Articles) and for such period and subject to such conditions
as the directors think fit.
62. Any director who is a body corporate may appoint any person its duly
authorised representative for the purpose of representing it at meetings
of the directors and of transacting any of the business of the directors.
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63. 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.
64. 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.
65. 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 in the board of
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
66. The meetings of the board of directors and any committee thereof shall be
held at such place or places as the directors shall decide.
67. The directors may elect a chairman (the "Chairman of the Board of
Directors") of their meeting and determine the period for which he is
to hold office. If no such Chairman of the Board of Directors is
elected, or if at any meeting the Chairman of the Board of Directors is
not present at the time appointed for holding the meeting, the
directors present may choose one of their number to be Chairman of the
Board of Directors for the meeting. If the directors are unable to
choose a Chairman of the Board of Directors, for any reason, then the
oldest director present at the meeting shall preside as the Chairman of
the Board of Directors.
68. 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 in 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 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 of memorandum of all matters requiring a
resolution of the directors. Such note or memorandum shall constitute
sufficient evidence of such resolution for all purposes.
69. A director shall be given not less than five days notice of a meeting of
the directors.
70. Notwithstanding Article 69 above, a meeting of the directors held in
contravention of that Article shall be valid if a majority of the
directors entitled to vote at the meeting have waived the notice of the
meeting.
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71. The inadvertent failure to give notice of a meeting to a director, or the
fact that a director has not received the notice shall not invalidate the
meeting.
72. A meeting of the 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, or in the case of only one director a minimum of one.
73. If within half an hour from the time appointed for the meeting a quorum is
not present, the meeting shall be dissolved.
74. Any one or more members of the board of directors or any committee thereof
may participate in a meeting of such board of directors or committee 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. Participating by such means shall constitute presence in
person at a meeting.
75. 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 telefax or other written or 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
76. 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.
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SEAL
77. The directors shall provide for the safe custody of the common seal of
the Company. The common seal when affixed to any instrument except as
provided in Article 3, shall be witnessed by a director or officer of
the Company 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 has been affixed
to such instrument and the same had been signed as hereinbefore
described.
DIVIDENDS AND RESERVES
78. 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.
79. Dividends may be declared and paid in money, shares or other property.
80. 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.
81. 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.
82. Subject to the rights of the holders of shares 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.
83. 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 their 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.
84. 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.
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85. 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.
86. No dividend shall bear interest against the Company.
BOOKS AND RECORDS
87. 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.
88. 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 the directors, members,
committees of directors, committees of officers and committees of members.
89. The Company shall maintain an accurate and complete Register of Directors
and Register of Officers showing the full names and addresses of all
directors, officers and members, the date such person was appointed a
director or officer of the Company, as applicable, and the date such
person was removed as a director or officer of the Company, as applicable.
90. The Company shall maintain an accurate and complete Register of Members
showing the full names and addresses of all persons holding registered
shares in the Company, the number of shares held by such person and
where applicable, the date such person ceased to hold any registered
shares in the Company. A record of all shares issued to bearer shall
also be maintained in the Register of Members showing the number of
shares issued to bearer and the identifying number attached to shares
issued to bearer in terms of Regulation 4 of these Articles of
Association.
91. The records required by Article 87 to 90 inclusive 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.
92. The directors shall from time to time determine whether and to what extent
and at what times and places and under what conditions or 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.
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AUDIT
93. 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.
94. The auditor may be a member of the company but no director or officer
shall be eligible during his continuance in office.
95. Every auditor of the Company shall have a right of access at all times to
the books of accounts 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.
96. 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.
NOTICES
97. 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.
98. All notices directed to be given to the members shall, with respect to any
registered shares 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 shares.
99. 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.
PENSION AND SUPERANNUATION FUND
100. The directors may establish and maintain or procure the establishment and
maintenance of any non-contributory or contributory pension or
superannuation funds for the benefit of, and give or procure the giving of
donations, gratuities, pensions, allowances or emoluments to any persons
who are or were at any time in the employment or service of the Company or
any company which is a subsidiary of the Company or is allied to or
associated with the Company or with any such subsidiary, or who are or
were at any time directors or officers of the Company or of any such other
company as aforesaid or who hold or held any salaried employment or office
in the Company or such other company, or any persons in whose welfare the
Company or any such other company as aforesaid is, or has been at any
time, interested, and to the wives, widows, families and dependents of any
such persons, and make payments for or towards the insurance of such
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persons as aforesaid, and may do any of the matters aforesaid either alone
or in conjunction with any 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
101. If the Company shall be wound up, the liquidator may, in accordance with a
resolution of members, divide amongst 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 such 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 trust 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.
AMENDMENT TO ARTICLES
102. The Company may alter or modify the conditions contained in these Articles
as originally drafted or as amended from time to time by a resolution of
the directors or the members.
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We, Maples Finance BVI Limited of Kingston Chambers, P.O. Box 173, 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.
NAME, ADDRESS AND DESCRIPTION OF SUBSCRIBER
Maples Finance BVI Limited
Kingston Chambers
P.O. Box 173
Road Town, Tortola
British Virgin Islands
Dated this 7th day of May, 2004
WITNESS to the above signature:
Kingston Chambers
P.O. Box 173
Road Town, Tortola
British Virgin Islands