THE COMPANIES LAW (2010 Revision) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES

AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

CHINA NEW ECONOMY FUND LIMITED

(adopted by Special Resolution passed on 10 December 2010 and effective on 10 December 2010)

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THE COMPANIES LAW (2010 Revision) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES

AMENDED AND RESTATED

MEMORANDUM OF ASSOCIATION

OF

CHINA NEW ECONOMY FUND LIMITED

(adopted by Special Resolution passed on 10 December 2010 and effective on 10 December 2010)

$\mathbf{1}$ The name of the Company is China New Economy Fund Limited.
$\overline{2}$ The Registered Office of the Company shall be at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands, or at such other place within the Cayman Islands as the Directors may 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 law.
$\overline{\mathbf{4}}$ The liability of each Member is limited to the amount unpaid on such Member's Shares.
5 The share capital of the Company is HK\$77,600,000 divided into 776,000,000 Shares of HK\$0.10 par value each.
6 The Company has power to register by way of continuation as a body corporate limited by shares under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.
$\overline{7}$ Capitalised terms that are not defined in this Memorandum of Association bear the same meaning given to those terms in the Articles of Association of the Company.

	CERTIFIED TO BE A TRUE AND CORNECT COPY

	V. Daphene Whitelocke
	Aesistant Registrar
	recember -2010

HKG-1-827112-v10

THE COMPANIES LAW (2010 Revision) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES

AMENDED AND RESTATED

ARTICLES OF ASSOCIATION

OF

CHINA NEW ECONOMY FUND LIMITED

(adopted by Special Resolution passed on 10 December 2010 and effective on 10 December 2010)

$\mathbf{1}$ Interpretation

In these Articles, Table A in the First Schedule to the Statute does not apply and unless there is $1.1$ something in the subject or context inconsistent therewith:

"Administrator"	means the person, firm or corporation appointed and from time to time acting as administrator of the Company.
"Articles"	means these articles of association of the Company and all supplementary, amended or substituted articles for the time being in force.
"Auditor"	means the person (if any) for the time being performing the duties of auditor of the Company.
"Board"	means the Directors acting collectively pursuant to these Articles.
"Business Day"	means any day normally treated as a business day in such places and/or on such markets as the Directors may from time to time determine.
"Cayman Islands"	means the British Overseas Territory of the Cayman Islands.
"Class"	means a separate class of Share (and includes any sub-class of any such class).
"Clearing House"	means a clearing house recognised by the laws of a jurisdiction in which the Shares are listed or quoted on a stock exchange.
"Company"	means the above-named Company.
"Designated Stock Exchange"	means a stock exchange in respect of which the Share listed or quoted and where such stock exchange designs listing or quotation to be the primary listing or quotatoly

	Shares.
"Directors"	means the directors for the time being of the Company.
"Electronic Record"	has the same meaning as in the Electronic Transactions Law.
"Electronic Transactions Law"	means the Electronic Transactions Law (2003 Revision) of the Cayman Islands.
"Eligible Investor"	means a person eligible to hold Shares, as determined from time to time by the Directors.
"Gross Negligence"	in relation to a person means a standard of conduct beyond negligence whereby that person acts with reckless disregard for the consequences of a breach of a duty of care owed to another.
"HK\$"	refers to the currency of the Hong Kong Special Administrative Region of the People's Republic of China.
"Investment Manager"	means the person, firm or corporation appointed and for the time being acting as the investment manager of the Company.
"Issue Date"	means, in relation to Shares of any Class and/or Series, such day or days as may be specified by the Directors from time to time upon which the Company may issue Shares of that Class and/or Series to one or more subscribers therefor.
"Listing Rules"	means the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited.
"Member"	means each person whose name is, from time to time and for the time being, entered in the Register of Members as the holder of one or more Shares.
"Memorandum"	means the memorandum of association of the Company.
"Net Asset Value"	means the value of the assets less the liabilities of the Company, or of a Separate Account (as the context may require), calculated in accordance with these Articles.
"Net Asset Value per Share"	means the amount determined in accordance with these Articles as being the Net Asset Value per Share of a particular Class and/or Series.
"Notice"	means written notice unless otherwise specifically stated and as further defined in these Articles.
"Offering Memorandum"	means an offering memorandum relating to Shares of any Class and/or Series as amended or supplemented from time to

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$\sim$

time.

"Ordinary Resolution" means a resolution passed by a simple majority of the votes of such Members as, being entitled to do so, vote in person or, in the case of such Members as are corporations, by their respective duly authorised representative or, where proxies are allowed, by proxy at a general meeting, and includes a unanimous written resolution.
"Register of Members" means the register of Members, which shall be maintained in accordance with the Statute and includes (except where otherwise stated) any duplicate or branch Register of Members.
"Registered Office" means the registered office for the time being of the Company.
"Sales Charge" means such sales charge (if any) determined by the Directors as being payable by a subscriber on a subscription for Shares of any Class and/or Series.
"Seal" means the common seal of the Company and includes the securities seal and every duplicate seal.
"Separate Account" means a separate internal account of the Company which the Directors may establish and cause to be maintained in accordance with these Articles.
"Series" means a separate series of Share (and includes any sub-series of any such series).
"Share" means a participating Share in the capital of the Company of HK\$0.10 par value and having the rights provided for in these Articles. Shares may be divided into Classes in the discretion of the Directors in accordance with the provisions of these Articles and each Class may be further divided into different Series of Shares and the term "Share" shall include all such Classes and Series of Share, as well as any fraction of a Share.
"Share Rights" means, with respect to the Shares of any Class or Series in issue, the class rights for the time being applicable to such Shares or other terms of offer for the time being applicable to such Shares in accordance with or pursuant to the Memorandum and these Articles, including any such rights or terms set out in the Offering Memorandum, any subscription agreement or otherwise (including any representations, warranties or other disclosure relating to the offer or holding of such Shares) and attaching to such Shares by virtue of their terms of issue pursuant to Article 4.2.
"Special Resolution" means a resolution passed by a majority of not less than three-fourths of votes cast by such Members as, being entitled

	so to do, vote in person or, in the case of such Members as are corporations, by their respective duly authorised representative or, where proxies are allowed, by proxy at a general meeting, and includes a unanimous written resolution.
"Statute"	means the Companies Law (2010 Revision) of the Cayman Islands.
"Subscriber"	means the subscriber to the Memorandum.
"Subscription Price"	in respect of any Shares issued on any Valuation Date, the price at which such Shares may be issued in accordance with these Articles and the Offering Memorandum at which Shares of the relevant Class and/or Series may be subscribed
"Suspension"	means a determination by the Directors to postpone or suspend (i) the calculation of the Net Asset Value of Shares of any one or more Classes and/or Series and/or (ii) the issue of Shares of any one or more Classes and/or Series.
"Takeovers Code"	means the Code on Takeovers and Mergers approved by the Securities and Futures Commission of Hong Kong, as amended from time to time.
"Transfer"	means, in respect of any Share, any sale, assignment, exchange, transfer, pledge, encumbrance or other disposition of that Share, and "Transferred" shall be construed accordingly.
"Valuation Date"	the last Business Day of each month or such other days as the Directors shall determine in their sole discretion as considered appropriate by the Board, on which the Net Asset Value per Share of that Class and/or Series is calculated.
"Valuation Point"	means, with respect to any Class and/or Series, the time or times on the Valuation Date of such Class and/or Series at which the Directors determine that the Net Asset Value per Share of that Class and/or Series shall be calculated.

$1.2$ In these Articles:

the singular number includes the plural number and vice versa; $(a)$
the masculine gender includes the feminine gender; $(b)$
$(c)$ persons includes corporations;
"written" and "in writing" include all modes of representing or reproducing words in visible form, including in the form of an Electronic Record; $(d)$
$(e)$ "shall" shall be construed as imperative and "may" shall be construed as permissive:
references to provisions of any law or regulation shall be construed as references to $(f)$ those provisions as amended, modified, re-enacted or replaced from time to time;
any phrase introduced by the terms "including", "include", "in particular" or any similar $(q)$ expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;
$(h)$ the term "and/or" is used herein to mean both "and" as well as "or." The use of "and/or" in certain contexts in no respects qualifies or modifies the use of the terms "and" or "or" in others. "Or" shall not be interpreted to be exclusive, and "and" shall not be interpreted to require the conjunctive - in each case, unless the context otherwise requires;
$(i)$ any reference to the powers of the Directors shall include, when the context admits, the service providers or any other person to which the Directors may delegate their powers;
$(i)$ section 8 of the Electronic Transactions Law shall not apply: and
$(k)$ headings are inserted for reference only and shall be ignored in construing these Articles.

$2¹$ Commencement of Business

The business of the Company may be commenced as soon after incorporation as the Directors $2.1$ shall see fit.
The Directors may pay, out of the capital or any other monies of the Company, all expenses $2.2$ incurred in or about the formation and operation of the Company, including the expenses of registration and the initial offering of Shares.

$\mathbf{3}$ Service Providers

$3.1$ The Directors may appoint any person, firm or corporation to act as a service provider to the Company (whether in general or in respect of any Class and/or Series of Shares) and may entrust to and confer upon any such service providers any of the functions, duties, powers and discretions exercisable by them as Directors, upon such terms and conditions (including as to remuneration payable by the Company) and with such powers of delegation, but subject to such restrictions, as they think fit. Without limiting the generality of the foregoing, such service providers may include managers, investment advisers, administrators, registrars, transfer agents, custodians and prime brokers.
$3.2$ Without prejudice to the generality of the preceding Article, the Directors may appoint any person, firm or corporation to act as the Investment Manager with respect to the assets of the Company (whether in general or in respect of any Class and/or Series of Shares). The Directors may entrust to and confer upon the Investment Manager any of the functions, duties, powers and discretions exercisable by them as Directors upon such terms and conditions (including as to remuneration payable by the Company) and with such powers of delegation, but subject to such restrictions, as they think fit.

$\overline{\mathbf{A}}$ Share Capital

$4.1$ The share capital of the Company at the date on which these Articles come into effect is App. 3 HK\$77,600,000 divided into 776,000,000 Shares of a par value of HK\$0.10 each.
4.2 Subject to these Articles, the Statute, any direction that may be given by the Company in general meeting and, where applicable, the rules of any Designated Stock Exchange and/or any competent regulatory authority, the Directors may allot, issue, purchase or otherwise acquire, grant options or warrants over, or otherwise dispose of, Shares in separate Classes and/or Series with different terms, preferences, privileges or special rights including, without limitation, with respect to investment strategy and/or policy, participation in assets, profits and losses of the Company, voting, fees charged (including management, performance and incentive fees), allocation of costs and expenses (including, without limitation, the costs and expenses incurred in any hedging activities and any profits and losses arising therefrom) as the Directors may, in their absolute discretion, determine. Subject to the Statute and the rules of any Designated Stock Exchange and/or any competent regulatory authority, these Articles (including Article 14.1) and any applicable subscription agreement, any Share Rights (other than those set out in these Articles or granted by Special Resolution) may be varied by either the Directors or by Ordinary Resolution.
4.3 On or before the allotment of any Share the Directors shall resolve the Class and/or Series to which such Share shall be designated. Each Class and/or Series shall be specifically identified. The Directors may at any time, and without obtaining the consent of the affected Members, redesignate any Share as part of another Class and/or Series to give effect to applicable provisions of the Offering Memorandum or a resolution of the Directors; provided, that such re-designation does not amount to a variation of the rights attaching to such Shares.
$4.4$ Notwithstanding the currency in which the par value of the Shares is denominated, the Directors may specify any currency as the currency in which the Issue Price and Net Asset Value of Shares of a Class and/or Series is calculated.
4.5 The Company shall not issue Shares to bearer.
$4.6$ Fractional Shares may be issued up to four decimal places.
$4.7$ Shares shall only be issued as fully paid-up.
4.8 No right of pre-emption or first refusal shall attach to any Shares.

Allotment and Issue of Shares 5

$5.1$ The Directors may from time to time allot and issue Shares of any Class and/or Series. The Directors may, in their discretion, refuse to allot and issue any Shares, and shall not issue any Shares to or for the account of an investor that is not an Eligible Investor. If the Directors have declared a Suspension of the issue of Shares of any Class and/or Series, no Shares of that Class or Series (as appropriate) shall be issued until the Suspension has ended.
The Directors shall determine the initial subscription price at the time of issue of the first issue of $5.2$ Shares of any Class and/or Series. Thereafter, the Directors may allot and issue additional Shares of the same Class and/or Series on any Issue Date at the Subscription Price.

App. 3

$6(1)$

5.3 Notwithstanding Article 5.2, with the approval of a Special Resolution, the Directors may issue such further Shares at a price per Share below the previous Net Asset Value per Share as at the previous Valuation Date; provided, always, that the price per Share shall be at or above the prevailing traded price of such Class and/or Series on the relevant Designated Stock Exchange as at the previous Business Day.
$5.4$ The Directors may add to the Subscription Price per Share (before making any rounding adjustment) an amount which they consider to be an appropriate allowance to reflect fiscal and purchase charges which would be incurred for the account of the Company in investing an amount equal to the Subscription Price. The Directors may also add, in their discretion, a Sales Charge and/or an amount equal to any stamp duty and any other governmental taxes or charges payable by the Company with respect to the issue of such Shares.
$5.5$ An applicant for Shares shall pay for such Shares in such currencies, in such manner, at such time, in such place and to such person acting on behalf of the Company as the Directors may from time to time determine
Subject to the terms of any subscription agreement, an application for Shares shall be irrevocable $5.6$ by an applicant for Shares once it has been received by the Company.
5.7 Shares shall be issued in such minimum numbers as the Directors may specify either generally or in any particular case; likewise the Directors may from time to time prescribe an amount as the minimum subscription amount bearing in mind the rules of the relevant Designated Stock Exchange.
5.8 Subject to the rules of the relevant Designated Stock Exchange, the Directors may resolve to accept non-cash assets in satisfaction (in whole or in part) of the Subscription Price. In connection therewith, the Company may give an indemnity to the transferor of any such non-cash assets as the Directors determine; provided, that the giving of any such indemnity shall not limit the application of Article 12.
5.9 The Directors may require an applicant for Shares to pay to the Company for the benefit of any selling agent such selling commissions or such organisational charges as may have been disclosed to such applicant. The Directors may differentiate between applicants as to the amount of such selling commissions or such organisational charges.
$5.10$ The Company may, in so far as the Statute and the rules of the relevant Designated Stock Exchange permits, pay a commission to any person in consideration of that person subscribing or agreeing to subscribe whether absolutely or conditionally for any Shares. Such commissions may be satisfied by the payment of cash and/or the issue of Shares. The Company may also on any issue of Shares pay such brokerage as may be lawful.

6 Separate Accounts

$6.1$ The Directors shall have the power to establish and maintain, with respect to Shares of any Class and/or Series, a Separate Account, to record (purely as an internal accounting matter) the allocation, on a differentiated basis, of the assets and liabilities of the Company to the holders of Shares of any such Class and/or a Series in a manner consistent with the methodology set forth in the Offering Memorandum and the rights otherwise attaching to the Shares.

6.2 The proceeds from the issue of Shares of any Class and/or Series shall be applied in the books of the Company to the Separate Account established for Shares of that Class and/or Series. The assets and liabilities and income and expenditure attributable to that Separate Account shall be applied to such Separate Account and, subject to the provisions of these Articles, to no other Separate Account. In the event that the assets of a Separate Account referable to any Class and/or Series are exhausted, any and all rights which any Members referable to that Class and/or Series have against the Company shall be extinguished and the Members referable to that Class and/or Series shall have no recourse against the assets of any other Separate Account established by the Company.
6.3 Where any asset is derived from another asset (whether cash or otherwise), such derivative asset shall be applied in the books of the Company to the same Separate Account as the asset from which it was derived, and on each revaluation of an asset the increase or diminution in value shall be applied to the same Separate Account and, subject to the provisions of these Articles, to no other Separate Account.
In the case of any asset or liability of the Company which the Directors do not consider is $6.4$ attributable to a particular Separate Account, the Directors shall have discretion to determine the basis upon which any such asset or liability shall be allocated between or among Separate Accounts.
6.5 The Directors may, in the books of the Company, allocate assets and liabilities to and from Separate Accounts if, as a result of a creditor proceeding against certain of the assets of the Company or otherwise, a liability would be borne in a different manner from that in which it would have been borne if applied under the foregoing Articles.
The Directors may from time to time transfer, allocate or exchange an asset or liability from one $6.6$ Separate Account to another Separate Account; provided, that at the time of such transfer, allocation or exchange the Directors form the opinion (in good faith) that the value in money or money's worth of each such asset or liability transferred, allocated or exchanged is not significantly less or more than the value in money or money's worth received by the Separate Account from which such asset or liability is transferred, allocated or exchanged.

$\overline{7}$ Determination of Net Asset Value

$7.1$ The Net Asset Value and Net Asset Value per Share of each Class and/or Series shall be determined by or on behalf of the Directors as at the relevant Valuation Point on each relevant Valuation Date
$7.2$ In calculating the Net Asset Value and the Net Asset Value per Share the Directors shall apply such generally accepted accounting principles as they may determine.
$7.3$ The assets and liabilities of the Company shall be valued in accordance with such policies as the Directors may determine. Absent bad faith or manifest error, any valuation made pursuant to these Articles shall be binding on all persons.
$7.4$ Unless otherwise determined by the Directors in any resolution creating a Class and/or Series of Share or as otherwise disclosed in any Offering Memorandum, the Net Asset Value per Share of each Class (or Series) shall be determined by allocating pro rata the Net Asset Value, as at the relevant Valuation Point, of the Company and/or of the relevant Separate Account among each Class and/or Series, adjusting the amount so calculated to reflect any fees, costs, foreign

exchange items or other assets or liabilities which are properly attributable to a specific Class and/or Series and then by dividing the resultant amount by the number of Shares of such Class and/or Series then in issue.

7.5 The Directors may determine that the Net Asset Value of any Class and/or Series shall be definitively determined on the basis of estimates and that such determination shall not be modified to reflect final valuations
7.6 Any expense or liability may be amortised over such period as the Directors may determine.
$7.7$ The Directors may establish such reserves as they deem reasonably necessary for Company expenses and any other contingent Company assets or liabilities, and may, upon the reversal or release of such reserves, apply any monies resulting therefrom in such manner as they may, in their absolute discretion, determine.
7.8 Net Asset Value per Share shall be rounded to the nearest cent or such other amount as the Directors may determine and the benefit of any such roundings may be retained by the Company.
7.9 If the liabilities of a Separate Account exceed its assets on a calculation of Net Asset Value on a Valuation Date then the Directors may attribute the amount by which the liabilities exceed the assets between the other Separate Accounts according to the respective Net Asset Value of the other Separate Accounts and treat them as a liability of each such Separate Account.
The Directors may cause the Company to issue new Shares at par or (subject to the Statute) to $7.10$ App. $3$ compulsorily redeem (for a nominal redemption price to each holder of Shares so redeemed equal to an aggregate amount of HK\$1.00 for all the Shares redeemed from such holder) in the aggregate such number of Shares as they consider necessary to address, in such manner as they consider equitable, any prior miscalculation of Net Asset Value or Net Asset Value per Share.

8 Suspensions

$8.1$ The Directors may, from time to time, in the circumstances disclosed in the Offering Memorandum, declare a Suspension with respect to any one or more Classes and/or Series of Shares.
8.2 A Suspension shall take effect on such date and at such time as the Directors shall specify. The Directors shall promptly notify all affected Members of any such Suspension and shall promptly notify such Members upon termination of such Suspension.

$9$ Transfer of Shares

$9.1$ Shares may not be Transferred without the prior written approval of the Directors (which may be App. 3 withheld for any or no reason); provided, that the Directors may waive this requirement to the $1(2)$ extent that they deem appropriate in connection with the listing of any Class or Series of Share on a Designated Stock Exchange.
$9.2$ Without limiting the generality of the last preceding Article, the Directors may, in their absolute App. 3 discretion, and without giving any reason therefor, refuse to register any Transfer of any Share to $1(2)$ any person that is, in the opinion of the Directors, not (i) an Eligible Investor or (ii) a person of whom the Directors approve.
$9.3$ Without limiting the generality of the last preceding Articles, where permitted by the rules of the Designated Stock Exchange, the Board may decline to register any Transfer:-
$(a)$ unless a fee of such maximum sum as the Designated Stock Exchange may determine to App. 3 be payable or such lesser sum as the Board may from time to time require is paid to the $1(1)$ $1(2)$ Company in respect thereof: $1(3)$
$(b)$ of a Share issued under any share incentive scheme for employees upon which a restriction on transfer imposed thereby still subsists:
of any Share to more than four (4) joint holders; $(c)$
$(d)$ of any Share which is not fully paid up or on which the Company has a lien;
$(e)$ if the instrument of transfer is in respect of more than one class of Share: or
$(f)$ unless, if applicable, the instrument of transfer is duly and properly stamped.
9.4 Any proposed transferee shall provide to the Directors such information and documents as the Directors may request, including, without limitation, such documents or information as the Directors deem necessary or desirable:
to enable the Directors to determine that the proposed transferee is an Eligible Investor; $(a)$ and
$(b)$ to enable the Company to comply with all applicable rules of a Designated Stock Exchange or laws, including anti-money laundering laws.
9.5 Transfers of Shares may be effected by an instrument of transfer that is consistent with the standard form of transfer as prescribed by the Designated Stock Exchange and approved by the Board. All instruments of transfer must be delivered to the registered office of the Company or such other place as the Board may appoint and all such instruments of transfer shall be retained by the Company.
$9.6$ The instrument of transfer of any Share shall be in writing and shall be executed by or on behalf of the transferor and by or on behalf of the transferee; provided, that the Board may dispense with the execution of the instrument of transfer by the transferee in any case which it thinks fit in its discretion to do so. The instrument of transfer of any Share shall be executed with a manual signature or facsimile signature (which may be machine imprinted or otherwise) by or on behalf of the transferor and transferee; provided, that in the case of execution by facsimile signature by or on behalf of a transferor or transferee, the Board shall have previously been provided with a list of specimen signatures of the authorised signatories of such transferor or transferee and the Board shall be reasonably satisfied that such facsimile signature corresponds to one of those specimen signatures. The transferor shall be deemed to remain the holder of a Share until the name of the transferee is entered in the Register of Members.
$9.7$ All transfers and other documents relating to or affecting the title of any registered securities shall be registered unless otherwise permitted by the rules of the Designated Stock Exchange and the Board.

$10¹$ Transmission of Shares

If a Member dies, the survivor or survivors (where the Member was a joint holder) or his or her $10.1$ legal personal representatives (where the Member was a sole holder) shall be the only persons recognised by the Company as having any title to the Member's interest in the Shares. The death of any Member shall not operate to relieve, waive or reduce any liabilities attaching to the Member's Shares at the time of death and such liabilities shall continue to bind any survivor or survivors, or any personal representative, as the case may be.
$10.2$ Any person becoming entitled to a Share in consequence of the death or bankruptcy, or the liquidation or dissolution of a Member (or in any other way than by Transfer) and that is an Eligible Investor may, upon delivery to the Directors of such evidence as may from time to time be required by them of:
$(a)$ such person's entitlement to such Shares: and/or
$(b)$ such person's status as an Eligible Investor.

elect, either to become the holder of such Share or to have such Share Transferred to another Eligible Investor nominated by such person. If such person elects to become the holder of such Share, such person shall give notice in writing to the Directors to that effect, but the Directors shall, in either case, have the same right to decline registration of such person as a holder of such Share as they would have had in the case of a Transfer of the Share by that Member before his or her death or bankruptcy, or liquidation or dissolution, as the case may be.

Any person becoming entitled to a Share in consequence of the death or bankruptcy, or the $10.3$ liquidation or dissolution, of a Member (or in any other way than by Transfer) and that is not an Eligible Investor shall not be registered as the holder of such Share and shall promptly Transfer such Share to an Eligible Investor in accordance with these Articles.
$10.4$ A person becoming entitled to a Share by reason of the death or bankruptcy or liquidation or dissolution, of the holder (or in any other case than by Transfer), and that is an Eligible Investor, shall be entitled to the same dividends and other advantages to which such person would be entitled if such person were the registered holder of such Share. However, the person shall not. before becoming a Member in respect of a Share, be entitled in respect of it to exercise any right conferred by membership in relation to meetings of the Company and the Directors may at any time give notice requiring any such person to elect either to be registered himself or to have some person nominated by him become the holder of the Share (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 relevant Member before his death or bankruptcy or liquidation or dissolution or any other case than by transfer, as the case may be). If the notice is not complied with within ninety days the Directors may thereafter withhold payment of all dividends, bonuses or other monies payable in respect of the Share until the requirements of the notice have been complied with.

$11$ Untraceable Shares

$11.1$ Without prejudice to the rights of the Company under Article 11.2, the Company may cease App. 3 sending cheques for dividend entitlements or dividend warrants by post if such cheques or $^{13}_{(1)}$ warrants have been left uncashed on two consecutive occasions. However, the Company may

exercise the power to cease sending cheques for dividend entitlements or dividend warrants after the first occasion on which such a cheque or warrant is returned undelivered.

$11.2$ The Company shall have the power to sell, in such manner as the Board thinks fit, any Shares of a Member that is untraceable, but no such sale shall be made unless:

App. 3 $13(2)(a)$ $13(2)(b)$

$(a)$ all cheques or warrants in respect of dividends of the Shares in question, being not less than three in total number, for any sum payable in cash to the holder of such Shares in respect of them sent during the relevant period in the manner authorised by the Articles have remained uncashed:
$(b)$ so far as it is aware at the end of the relevant period, the Company has not at any time during the relevant period received any indication of the existence of the Member that is the holder of such Shares or of a person entitled to such Shares by death, bankruptcy or operation of law; and
$(c)$ the Company, if so required by the rules governing the listing of shares on the Designated Stock Exchange, has given notice to, and caused advertisement in newspapers in accordance with the requirements of, the Designated Stock Exchange to be made of its intention to sell such Shares in the manner required by the Designated Stock Exchange, and a period of three (3) months or such shorter period as may be allowed by the Designated Stock Exchange has elapsed since the date of such advertisement.

For the purpose of the foregoing, the "relevant period" means the period commencing twelve (12) App. 3 years before the date of publication of the advertisement referred to in paragraph (c) of this Article 13 $(2)$ and ending at the expiry of the period referred to in that paragraph.

$11.3$ To give effect to any such sale the Board may authorise some person to transfer the said shares and an instrument of transfer signed or otherwise executed by or on behalf of such person shall be as effective as if it had been executed by the registered holder or the person entitled by transmission to such Shares, and the purchaser 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 relating to the sale. The net proceeds of the sale will belong to the Company and upon receipt by the Company of such net proceeds it shall become indebted to the former Member for an amount equal to such net proceeds. No trust shall be created in respect of such debt and no interest shall be payable in respect of it and the Company shall not be required to account for any money earned from the net proceeds which may be employed in the business of the Company or as it thinks fit. Any sale under this Article shall be valid and effective notwithstanding that the Member holding the Shares sold is dead, bankrupt or otherwise under any legal disability or incapacity.

$12₁$ Redemption

$12.1$ Shares are not redeemable at the option of Members.
$12.2$ Subject to the provisions of the Statute and Designated Stock Exchange, any Shares issued after the date of adoption of these Articles may, at the option of the Company, be redeemed, and the Directors may cause the Company to redeem any or all of such Shares held by any person:
$(a)$ in such manner as they consider necessary and equitable, in the aggregate such number of Shares as they consider necessary to address, any prior miscalculation of Net Asset Value or Net Asset Value per Share provided that redemption is for a nominal redemption price to each holder of Shares so redeemed equal to an aggregate amount of HK\$1.00 for all the Shares redeemed from such holder, or
any other circumstance set out in the Offering Memorandum. $(b)$
$12.3$ If the Directors determine compulsorily to redeem under Article 12.2 they shall give the holder of the relevant Shares such notice of the redemption as they shall have disclosed to the Member in the Offering Memorandum or, in the absence of any such disclosure, within such period as the Directors shall determine.
$12.4$ The Directors may cause the Company to compulsorily redeem.

App. 3 $8(1)$

$12.5$ In addition to the foregoing, the Company may (without notice) compulsorily redeem the Shares of any Member to give effect to any exchange, conversion or roll-up policy disclosed to Members pursuant to which Shares of one Class or Series (the "Old Shares") may, at the option of the Company, be exchanged for Shares of another Class or Series (the "New Shares") by means of the redemption of the Old Shares and the contemporaneous issue and allotment of the New Shares. The Old Shares will be redeemed out of the proceeds of the fresh issue of the New Shares in accordance with section 37 of the Statute.

$13^°$ Purchase of Shares

$13.1$ Subject to the provisions of the Statute and without prejudice to these Articles, the Company may purchase its own Shares; provided, that the Members approve the manner of purchase by Ordinary Resolution.
$13.2$ The Company may make a payment in respect of the purchase or redemption of its own Shares in any manner permitted by the Statute, including out of capital.
$13.3$ The holder of any Shares being purchased or redeemed shall be bound to deliver up to the Company at its principal place of business in Hong Kong or such other place as the Board shall specify the certificate(s) thereof for cancellation and, thereupon, the Company shall pay to it the purchase or redemption monies in respect thereof.
$13.4$ The purchase or redemption of any Share shall not be deemed to give rise to the purchase or redemption of any other Share.

$14$ Variation of Business Terms

The Directors, with the consent of the Investment Manager, shall have the absolute discretion to agree with a Member to waive or modify the business terms applicable to such Member's subscription for Shares (including those relating to management and performance fees) without obtaining the consent of any other Member; provided, that such waiver or modification does not amount to a variation of the rights attaching to the Shares of such other Members.

$15$ Variation of Share Rights

Subject to the Statute and these Articles, all or any of the Share Rights applicable to any Class or $15.1$ Series of Shares in issue (unless otherwise provided by the terms of issue of those Shares) may (whether or not the Company is being wound up) be varied without the consent of the holders of the issued Shares of that Class or Series where such variation is considered by the Directors not to have a material adverse effect upon such holders' Share Rights; otherwise, any such variation shall be made only with the prior consent in writing of the holders of not less than two-thirds by Net Asset Value of such Shares, or with the sanction of a resolution passed by a majority of at least three quarters of the votes cast in person or by proxy at a separate meeting of the holders of such Shares. For the avoidance of doubt, the Directors reserve the right, notwithstanding that any such variation may not have a material adverse effect, to obtain consent from the holders of such Shares. To any such meeting all the provisions of these Articles as to general meetings shall apply mutatis mutandis, but so that the quorum for any such meeting shall be Member holding not less than one third by Net Asset Value of the Shares of the relevant Class or Series. At any Class meeting, the voting rights attributable to each Share shall be calculated by reference to the Net Asset Value per Share (calculated as at the most recent Valuation Date) and not on the basis of one Share, one vote.
$15.2$ For the purposes of a Class consent, the Directors may treat two or more or all the Classes or Series of Shares as forming one Class or Series if the Directors consider that such Classes or Series would be affected in the same way by the proposals under consideration, but in any other case shall treat them as separate Classes or Series.
$15.3$ Where the Shares of any Class or Series (the "First Class") rank, or will on issue rank, pari passu with the Shares of another Class or Series (the "Second Class") with respect to participation in the same pool of profits or assets of the Company on a winding up, the rights of the First Class shall be deemed to be varied by any variation of or creation of rights in the Second Class (including on initial issue) which gives the Second Class priority over the First Class on a winding up of the Company.
$15.4$ Subject to the foregoing Articles, the Share Rights applicable to any Class or Series of Shares shall (unless otherwise expressly provided by the conditions of issue of such Shares) be deemed not to be varied by:
the creation, allotment or issue of further Shares ranking pari passu therewith; (a)
$(b)$ the purchase or redemption of any Shares:
$(c)$ the exercise of the powers to allocate assets and charge liabilities to the various Separate Accounts or any of them and to transfer the same to and from the various Separate Accounts or any of them, as provided for in these Articles:
$(d)$ any reduction or waiver of management fees or Performance Fees chargeable or allocable to any Class or Series of Shares; or
$(e)$ any variation or waiver contemplated by or provided for in the Offering Memorandum applicable to the relevant Class and/or Series.

App. 3 $6(2)$

16 Investment Restrictions

For so long as the Shares are listed on The Stock Exchange of Hong Kong Limited under $16.1$ Chapter 21 of the Listing Rules:
the Company will not make any investment which would expose the Company to $(a)$ unlimited liability:
$(b)$ the Company will not, either on its own or in conjunction with any Connected Person, take $21.04(3)(a)$ legal, or effective, management control of underlying investments and in any event will not own or control 30% or more (or such other percentage as may from time to time be specified in the Takeovers Code as being the level for triggering a mandatory general offer) of the voting rights in any one company or body; and
$(c)$ save in respect of cash deposits awaiting investment, the value of the Company's holding $21.04(3)(b)$ of investments issued by any one company or body shall not exceed 20% of the Net Asset Value of the Company at the time the investment is made
$16.2$ For as long as the Company maintains its listing under Chapter 21 of the Listing Rules, the $21.03(5)$ restrictions set out in Article 16.1(c) and 16.1(b) above may not be amended (provided that this Article 16.2 shall be without prejudice to the statutory right of the members to amend these Articles by Special Resolution in accordance with the provisions of the Statute).
Except to the extent otherwise disclosed in the Offering Memorandum, for a period of three years $16.3$ 21.03(5) from the listing of the Shares on The Stock Exchange of Hong Kong Limited under Chapter 21 of the Listing Rules, the investment objectives and restrictions set out in the Offering Memorandum may only be changed with the majority approval of Members.

$17$ Designated Investments

The Directors may, in their discretion, classify certain of the Company's investments which are deemed by the Directors or the Investment Manager to be illiquid or the value of which is not readily or reliably ascertainable or which may have a relatively long-term investment horizon as "Designated Investments". Once so classified, Designated Investments shall be represented by a separate Class and/or Series of Shares (a "Designated Investments Class and/or Series") which, unless otherwise determined by the Directors, shall be allotted only to those Members that are holders of Shares at the time of such designation. The gains and losses attributable to Designated Investments shall be segregated and separately calculated and attributed amongst Members holding Shares of the relevant Designated Investment Class and/or Series in such manner as the Directors, in their absolute discretion, consider fair and equitable. Shares of any such separate Designated Investments Class and/or Series may be issued by way of bonus or by way of conversion or exchange of all or part of a Member's holding of Shares of another Class and/or Series. Similarly, Shares of a Designated Investment Class and/or Series may be converted or exchanged back into Shares of the original Class and/or Series upon the Directors making a determination that the relevant investment no longer qualifies as a Designated Investment. The power to convert or exchange Shares of one Class and/or Series into Shares of another Class and/or Series may be effected by the Directors in any manner permitted by the Statute and these Articles, including the compulsory redemption of Shares of one Class and/or Series and the contemporaneous issue and allotment of Shares of the other Class and/or Series (and the payment of the redemption price of such redeemed Shares out of the proceeds of the fresh issue of such issued Shares) or by redesignating a portion of the Shares of any existing

Class and/or Series as thereafter belonging to a new Class and/or Series. Shares of a Class or Series of Shares representing Designated Investments shall not, unless the Directors otherwise determine, be redeemable at the option of the Members holding such Shares. Where investments are classified as Designated Investments and Shares of a separate Class and/or Series are issued by way of bonus, the requirement of these Articles to ensure proper value is transferred to the Separate Account of the Shares of the original Class and/or Series to which such investments were originally allocated shall not apply.

18 Certificates for Shares

$18.1$ A Member shall only be entitled to a share certificate if the Directors resolve that share App $3$ certificates shall be issued. Every share certificate shall be issued under the Seal or a facsimile thereof or with the Seal printed thereon and shall specify the number and class and distinguishing numbers (if any) of the shares to which it relates, and the amount paid up thereon and may otherwise be in such form as the Directors may from time to time determine. Share certificates shall be signed by one or more Directors or another person authorised by the Directors. The Directors may authorise certificates to be issued with the authorised signature(s) affixed by mechanical process or may be printed thereon. All certificates for Shares shall be consecutively numbered or otherwise identified and shall specify the Shares to which they relate. All certificates surrendered to the Company for transfer shall be cancelled and, subject to these Articles, no new certificate shall be issued until the former certificate representing a like number of relevant Shares shall have been surrendered and cancelled.
$18.2$ The Company shall not be bound to issue more than one certificate for Shares held jointly by more than one person and delivery of a certificate to one joint holder shall be a sufficient delivery to all of them.
$18.3$ If a share certificate is defaced, worn out, lost or destroyed, it may be renewed on such terms (if App. 3) any) as to evidence and indemnity and on the payment of such expenses reasonably incurred by $2(2)$ the Company in investigating evidence, as the Directors may prescribe, and (in the case of defacement or wearing out) on delivery up of the old certificate. Where share warrants have been issued, no new share warrant shall be issued to replace one that has been lost unless the Directors are satisfied beyond reasonable doubt that the original has been destroyed.

19 Register of Members

The Company shall maintain or cause to be maintained the Register of Members.

20 Closing Register of Members and Fixing Record Date

$20.1$ For the purpose of determining Members entitled to notice of, or to vote at any meeting of Members or any adjournment thereof, or Members entitled to receive payment of any dividend, or in order to make a determination of Members for any other proper purpose, the Directors may provide that the Register of Members shall be closed for transfers for a stated period which shall not in any case exceed thirty days.
20.2 In lieu of, or apart from, closing the Register of Members, the Directors may fix in advance or arrears a date as the record date for any such determination of Members entitled to notice of, or to vote at any meeting of the Members or any adjournment thereof, or for the purpose of determining the Members entitled to receive payment of any dividend or in order to make a determination of Members for any other proper purpose.

$20.3$ If the Register of Members is not so closed and no record date is fixed for the determination of Members entitled to notice of, or to vote at, a meeting of Members or Members entitled to receive payment of a dividend, the date on which notice of the meeting is sent or the date on which the resolution of the Directors declaring such dividend is passed, as the case may be, shall be the record date for such determination of Members. When a determination of Members entitled to vote at any meeting of Members has been made as provided in this Article, such determination shall apply to any adjournment thereof.

$21$ Non Recognition of Trusts

The Company shall not be bound by or compelled to recognise in any way (even when notified) any equitable, contingent, future or partial interest in any Share, or (except only as is otherwise provided by these Articles or the Statute) any other rights in respect of any Share other than an absolute right to the entirety thereof in the registered holder.

$22$ Lien on Shares

$22.1$ The Company shall have a first and paramount lien on all Shares (whether fully paid-up or not) App. 3 registered in the name of a Member (whether solely or jointly with others) for all debts, liabilities or engagements to or with the Company (whether presently payable or not) by such Member or such Member's estate, either alone or jointly with any other person, whether a Member or not, but the Directors may at any time declare any Share to be wholly or in part exempt from the provisions of this Article. The registration of a Transfer of any such Share shall operate as a waiver of the Company's lien thereon. The Company's lien on a Share shall also extend to any amount payable in respect of that Share.
$22.2$ The Company may sell, in such manner as the Directors think fit, any Shares on which the Company has a lien, if a sum in respect of which the lien exists is presently payable, and is not paid within fourteen clear days after notice has been given to the holder of the Shares, or to the person entitled to it in consequence of the death or bankruptcy of the holder, demanding payment and stating that if the notice is not complied with the Shares may be sold.
To give effect to any such sale the Directors may authorise any person to execute an instrument $22.3$ of Transfer of the Shares sold to, or in accordance with the directions of, the purchaser. The purchaser or such purchaser's nominee shall be registered as the holder of the Shares comprised in any such Transfer, and the purchaser shall not be bound to see to the application of the purchase money, nor shall the purchaser's title to the Shares be affected by any irregularity or invalidity in the sale or the exercise of the Company's power of sale under these Articles.
$22.4$ The net proceeds of such sale after payment of costs, shall be applied in payment of such part of the amount in respect of which the lien exists as is presently payable and any balance shall (subject to a like lien for sums not presently payable as existed upon the Shares before the sale) be paid to the person entitled to the Shares at the date of the sale.

23 Amendments of Memorandum and Articles and Alteration of Capital

$23.1$ The Company may, by Ordinary Resolution:
increase its share capital by such sum and with such rights, priorities and privileges $(a)$ annexed thereto, as the resolution shall prescribe;
$(b)$ consolidate and divide all or any of its share capital into Shares of larger amount than its existing Shares:
by subdivision of its existing Shares or any of them divide the whole or any part of its $(c)$ share capital into Shares of smaller amount than is fixed by the Memorandum; and
cancel any Shares that at the date of the passing of the resolution have not been taken or $(d)$ agreed to be taken by any person.
$23.2$ All new Shares created in accordance with the provisions of the preceding Article shall be subject to the same provisions of these Articles with reference to liens. Transfer, transmission and otherwise as the Shares in the original share capital.
Subject to the provisions of the Statute and the provisions of these Articles as regards the matters App. 13B 23.3 to be dealt with by Ordinary Resolution the Company may, by Special Resolution:
$(a)$ change its name:
$(b)$ alter or add to these Articles:
alter or add to the Memorandum with respect to any objects, powers or other matters $(c)$ specified therein: and
$(d)$ reduce its share capital or any capital redemption reserve fund.

24 Registered Office

Subject to the provisions of the Statute, the Company may by resolution of the Directors change the location of its Registered Office. The Company may, in addition to its Registered Office, maintain such other offices or places of business as the Directors determine.

25 General Meetings

All general meetings other than annual general meetings shall be called extraordinary general $25.1$ meetings. The Directors may call general meetings.
The Company will hold a general meeting in each calendar year as its annual general meeting, 25.2 App. 13B and shall specify the meeting as such in the notice calling it. The annual general meeting shall be 3(3), 4(2) held at such time and place as the Directors shall determine but will always be not more than 15 months (or such longer period as the Designated Stock Exchange may authorise) after the previous annual general meeting. The first annual general meeting must be held within 18 months of the incorporation of the Company.
$25.3$ The Directors shall, on a Members' requisition, forthwith proceed to convene an extraordinary general meeting of the Company. A Members' requisition is a requisition of Members of the Company holding at the date of deposit of the requisition not less than ten per cent. in Net Asset Value of the Shares as at that date which carry the right to vote at general meetings of the Company.
$25.4$ The requisition must state the objects of the meeting and must be signed by the requisitionists and deposited at the Registered Office, and may consist of several documents in like form each signed by one or more requisitionists.
$25.5$ If the Directors do not, within twenty-one days from the date of the deposit of the requisition, duly proceed to convene a general meeting to be held within a further twenty-one days, the requisitionists, or any of them representing more than one-half of the total voting rights of all of them, may themselves convene a general meeting, but any meeting so convened shall not be held after the expiration of three months after the expiration of the first above-mentioned twentyone days.
25.6 A general meeting convened as aforesaid by requisitionists shall be convened in the same manner, as nearly as possible, as that in which general meetings are to be convened by Directors.

26 Notice of General Meetings

$26.1$ An annual general meeting shall be called by Notice of not less than twenty-one (21) clear days and not less than twenty (20) clear business days and any extraordinary general meeting at which the passing of a Special Resolution is to be considered shall be called by Notice of not less than twenty-one (21) clear days and not less than ten (10) clear business days. All other extraordinary general meetings may be called by Notice of not less than fourteen (14) clear days and not less than ten (10) clear business days but if permitted by the rules of the Designated Stock Exchange, a general meeting may be called by shorter notice, subject to the Law, if it is so agreed:

App. 13B $3(1)$

$(a)$ in the case of an annual general meeting, by all the Members entitled to attend and vote thereat: and
$(b)$ in the case of an extraordinary general meeting, by a majority in number of the Members having the right to attend and vote at the meeting, being a majority together holding not less than ninety per cent. in Net Asset Value of the Shares giving that right.
$26.2$ The notice shall specify the time and place of the meeting and particulars of resolutions to be considered at the meeting and, in case of special business, the general nature of the business. The notice convening an annual general meeting shall specify the meeting as such. Notice of every general meeting shall be given to all Members other than to such Members as, under the provisions of these Articles or the terms of issue of the shares they hold, are not entitled to receive such notices from the Company, to all persons entitled to a share in consequence of the death or bankruptcy or winding-up of a Member and to each of the Directors and the Auditors.
$26.3$ The audited accounts of the Company shall be sent to Members at the same times as the notice App. 13B $3(3)$ 4(2) of the annual general meeting.
26.4 The accidental omission to give notice of a general meeting to, or the non receipt of notice of a meeting by, any person entitled to receive notice thereof shall not invalidate the proceedings of that meeting.

27 Proceedings at General Meetings

$27.1$ No business shall be transacted at any general meeting unless a quorum is present. A quorum shall be one or more Members (present in person, by proxy or authorised corporate representative, as the case may be) entitled to attend and vote and representing not less than twenty per cent. in Net Asset Value of all of the Shares in issue and carrying the right to vote at the meeting
$27.2$ The custodian, the Investment Manager, any of their respective connected persons, and each App. 21.04 Director and each of the directors of the Investment Manager, are prohibited from voting their own Shares at, or being part of quorum for, for any meeting to the extent that they have or any of their associates has, a material interest in the business to be conducted at such meeting.
A person may, with the consent of the Directors, participate at a general meeting by conference $27.3$ telephone or other communications equipment by means of which all the persons participating in the meeting can communicate with each other. Participation by a person in a general meeting in this manner is treated as presence in person at that meeting.
$27.4$ A resolution (including a Special Resolution) in writing (in one or more counterparts) signed by all Members for the time being entitled to receive notice of and to attend and vote at general meetings (or, being corporations or other non-natural persons, signed by their duly authorised representatives) shall be as valid and effective as if the resolution had been passed at a general meeting of the Company duly convened and held.
27.5 If a quorum is not present within half an hour from the time appointed for the meeting or if during such a meeting a quorum ceases to be present, the meeting, if convened upon the requisition of Members, shall be dissolved and in any other case it shall stand adjourned to the same day in the next week at the same time and place or to such other day, time or such other place as the Directors may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting the Members present shall be a quorum.
27.6 The chairman, if any, of the board of Directors shall preside as chairman at every general meeting of the Company, or if there is no such chairman, or if the chairman shall not be present within fifteen minutes after the time appointed for the holding of the meeting, or is unwilling to act, the Directors present shall elect one of their number to be chairman of the meeting.
27.7 If no Director is willing to act as chairman, or if no Director is present within fifteen minutes after the time appointed for holding the meeting, the Members present shall choose one of their number to be chairman of the meeting.
27.8 The chairman may, with the consent of a meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the 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 general meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Otherwise it shall not be necessary to give any such notice.
27.9 A resolution put to the vote of a meeting shall be decided on a poll.
27.10 A declaration by the chairman that a resolution has been carried or carried unanimously, or by a particular majority, or lost or not carried by a particular majority, an entry to that effect in the

minutes of the proceedings of the meeting shall be conclusive evidence of that fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.

27.11 Except on a poll demanded on the election of a chairman or on a question of adjournment, a poll shall be taken as the chairman directs, and the result of the poll shall be deemed to be the resolution of the general meeting at which the poll was demanded.
27.12 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 general meeting directs, and any business other than that upon which a poll has been demanded or is contingent thereon may proceed pending the taking of the poll.
27.13 In the case of an equality of votes, the chairman shall not be entitled to a second or casting vote.

28 Votes of Members

The Directors may issue Shares on terms that they are designated as non-voting or on terms that $_{App.3}$ 28.1 no matter the number of Shares held by a particular Member, such Member shall not be entitled 10(1) to exercise voting rights exceeding such percentage of the total voting rights attributable to all the Shares then in issue as the Directors and such Member may agree or as the Directors may determine. Subject thereto and to any rights or restrictions attached to any Shares, on a poll the voting rights attributable to each Share carrying the right to vote on the matter in question shall be calculated by reference to the Net Asset Value per Share (calculated as at the most recent Valuation Date) and not on the basis of one Share, one vote.
28.2 In the case of joint holders of record, the vote of the senior holder that tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. Seniority among joint holders shall be determined by the order in which the names of the holders stand in the Register of Members.
28.3 A Member of unsound mind, or in respect of which an order has been made by any court or authority having jurisdiction in lunacy, may vote by the Member's committee, receiver, curator bonis, or other similar person appointed on such Member's behalf by that court or authority and any such committee, receiver, curator bonis or other similar person may vote by proxy.
28.4 No person shall be entitled to vote at any general meeting unless such person is registered as a Member on the record date for such meeting, nor unless all calls or other monies then payable by such person in respect of such Shares have been paid.
28.5 No objection shall be raised to the qualification of any voter except at the general meeting or adjourned general meeting at which the vote objected to is purported to be given or tendered and every vote not disallowed at the meeting shall be valid. Any objection made in due time shall be referred to the chairman whose decision shall be final and conclusive.
28.6 Votes may be cast either personally or by proxy. A Member may appoint more than one proxy or the same proxy under one or more instruments to attend and vote at a meeting.
28.7 A Member holding more than one Share need not cast the votes in respect of its Shares in the same way on any resolution and therefore may vote a Share or some or all such Shares either for or against a resolution and/or abstain (any such abstentions to count neither for nor against the resolution) from voting a Share or some or all of the Shares and, subject to the terms of the

instrument appointing it, a proxy appointed under one or more instruments may vote a Share or some or all of the Shares in respect of which such proxy is appointed either for or against a resolution and/or abstain from voting.

28.8 Where the Company has knowledge that any Member is, under the rules of the Designated Stock App. 3 Exchange, required to abstain from voting on any particular resolution of the Company or restricted to voting only for or only against any particular resolution of the Company, any votes cast by or on behalf of such Member in contravention of such requirement or restriction shall not be counted.

29 Proxies

$29.1$ Any Member entitled to attend and vote at a meeting of the Company shall be entitled to appoint App. 13B another person as his proxy to attend and vote instead of him. A Member that is the holder of two $2(2)$ or more shares may appoint more than one proxy to represent him and vote on his behalf at a general meeting of the Company or at a class meeting. A proxy need not be a Member. In addition, a proxy or proxies representing either a Member that is an individual or a Member which is a corporation shall be entitled to exercise the same powers on behalf of the Member which he or they represent as such Member could exercise.
29.2 The instrument appointing a proxy shall be in writing, be executed under the hand of the App. 3 appointor or of such appointor's attorney duly authorised in writing or, if the appointor is a $11(2)$ corporation or other non-natural person, under the hand of an officer or other person duly authorised for that purpose.
$29.3$ The Directors may, in the notice convening any meeting or adjourned meeting, or in an instrument of proxy sent out by the Company, specify the place and the time (being not later than the time for holding the meeting or adjourned meeting to which the proxy relates) at which the instrument appointing a proxy shall be deposited. In the absence of any such direction from the Directors in the notice convening any meeting or adjourned meeting, the instrument appointing a proxy shall be deposited at the Registered Office not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote.
29.4 The chairman may in any event, at the chairman's discretion, declare that an instrument of proxy shall be deemed to have been duly deposited. An instrument of proxy that is not deposited in the manner permitted and which has not been declared to have been duly deposited by the chairman, shall be invalid.
29.5 The instrument appointing a proxy may be in any usual or common form (provided, that this shall App. 3 not preclude the use of the two-way form) and may be incorporated within any subscription $11(1)$ agreement or other document signed by or on behalf of the Member. An instrument appointing a proxy may be expressed to be for a particular meeting or any adjournment thereof or generally until revoked. An instrument appointing a proxy shall be deemed to include the power to demand or join or concur in demanding a poll.
29.6 Votes 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 the 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 unless notice in writing of such death, insanity, revocation or Transfer was 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.

30 Corporate Members

$30.1$ Any corporation or other non-natural person which is a Member of the Company may in accordance with its constitutional documents, or in the absence of such provision by resolution of its directors or other governing body, authorise such person as it thinks fit to act as its representative at any meeting of the Company or of any Class of Members, and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation which such person represents as the corporation could exercise if it were an individual Member.
$30.2$ If a clearing house (or its nominee(s)), being a corporation, is a Member, it may authorise such $\frac{APP}{P}$ ^13B persons as it thinks fit to act as its representatives at any meeting of the Company or at any meeting of any class of Members; provided, that, if more than one person is so authorised, the authorisation shall specify the number and class of shares in respect of which each such representative is so authorised. Each person so authorised under the provisions of this Article shall be deemed to have been duly authorised without further evidence of the facts and be entitled to exercise the same rights and powers on behalf of the clearing house (or its nominee(s)) as if such person was the registered holder of the shares of the Company held by the clearing house (or its nominee(s)).

$31$ Shares Beneficially Owned by the Company

Shares of the Company that are beneficially owned by the Company shall not be voted, directly or indirectly, at any meeting and shall not be counted in determining the total number of outstanding Shares at any given time.

$32₂$ Directors

There shall be a board of Directors consisting of not less than one person (exclusive of alternate Directors); provided, however, that the Company may from time to time by Ordinary Resolution increase or reduce the limits in the number of Directors. The first Directors of the Company shall be determined in writing by, or appointed by a resolution of, the Subscriber.

33 Powers of Directors

Subject to the provisions of the Statute, the Memorandum and the Articles and to any directions $33.1$ given by Special Resolution, the business of the Company shall be managed by the Directors who may exercise all the powers of the Company. No alteration of the Memorandum or these Articles and no such direction shall invalidate any prior act of the Directors which would have been valid if that alteration had not been made or that direction had not been given. A duly convened meeting of Directors at which a quorum is present may exercise all powers exercisable by the Directors.
$33.2$ 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 determine by resolution.
The Directors may exercise all the powers of the Company to borrow money and to mortgage or $33.3$ charge its undertaking, property and uncalled capital or any part thereof and to issue debentures.

HKG-1-827112-v10

debenture stock, mortgages, bonds and other such securities whether outright or as security for any debt, liability or obligation of the Company or of any third party. Notwithstanding the foregoing, the Directors shall not exercise the powers specified in this Article in breach of any limits or restrictions specified in the Offering Memorandum.

34 Appointment and Removal of Directors

The Company may, by Ordinary Resolution, appoint any person to be a Director and may, by $34.1$ Ordinary Resolution in general meeting, remove any Director.
$34.2$ The Directors may appoint any person to be a Director, either to fill a vacancy or as an additional Director who shall hold office only until the next annual general meeting and shall then be eligible App. 3 $4(2)$ for re-election; provided, that the appointment does not cause the number of Directors to exceed any number fixed by or in accordance with these Articles as the maximum number of Directors.
$34.3$ No person other than a Director retiring at the meeting shall, unless recommended by the App. 3 Directors for election, be eligible for election as a Director at any general meeting unless a Notice $4(4)$ (5) signed by a Member (other than the person to be proposed) duly qualified to attend and vote at the meeting for which such notice is given of his intention to propose such person for election and also a Notice signed by the person to be proposed of his willingness to be elected shall have been lodged at the head office or at the Registered Office; provided, that the minimum length of the period, during which such Notice(s) are given, shall be at least seven (7) days and that (if the Notices are submitted after the dispatch of the notice of the general meeting appointed for such election) the period for lodgment of such Notice(s) shall commence on the day after the dispatch of the notice of the general meeting appointed for such election and end no later than seven (7) days prior to the date of such general meeting.

35 Vacation of Office of Director

The office of a Director shall be vacated if: $35.1$
the Director gives notice in writing to the Company that such Director resigns the office of $(a)$ Director:
the Director is absent (without being represented by proxy or an alternate Director $(b)$ appointed by such Director) from three consecutive meetings of the board of Directors without special leave of absence from the Directors, and they pass a resolution that such Director has by reason of such absence vacated office:
$(c)$ the Director dies, becomes bankrupt or makes any arrangement or composition with such Director's creditors generally;
$(d)$ the Director is or becomes of unsound mind:
$(e)$ the Director ceases to be a Director by virtue of, or is prohibited from being a Director by. an order made pursuant to any law or regulation binding on the Company; or
all the other Directors of the Company (being not less than two in number) resolve that $(f)$ such Director should be removed as a Director.

App. 3 $4(3)$ App 13B $5(1)$

$35.2$ The Board shall obtain the approval of the Company in general meeting before making any payment to any Director or past Director of the Company by way of compensation for loss of office, or as consideration for or in connection with his retirement from office (not being payment to which the Director is contractually entitled).

36 Proceedings of Directors

The quorum for the transaction of the business of the Directors may be fixed by the Directors, and $36.1$ unless so fixed shall be two if there are two or more Directors, and shall be one if there is only one Director. A person who holds office as an alternate Director shall, if such person's appointor is not present, be counted in the quorum. A Director who also acts as an alternate Director shall, if such Director's appointor is not present, count twice towards the quorum.
36.2 Subject to the provisions of these Articles, the Directors may regulate their proceedings as they think fit. Questions arising at any meeting shall be decided by a majority of votes. In the case of an equality of votes, the chairman shall not have a second or casting vote. A Director who is also an alternate Director shall be entitled in the absence of such Director's appointor to a separate vote on behalf of such Director's appointor in addition to such Director's own vote.
$36.3$ A person may participate in a meeting of the Directors or committee of Directors by conference telephone or other communications equipment by means of which all the persons participating in the meeting can communicate with each other at the same time. Participation by a person in a meeting in this manner is treated as presence in person at that meeting. Unless otherwise determined by the Directors, the meeting shall be deemed to be held at the place where the chairman is located at the start of the meeting.
$36.4$ A resolution in writing (in one or more counterparts) signed by all the Directors or all the members of a committee of Directors (an alternate Director being entitled to sign such a resolution on behalf of such alternate Director's appointor) shall be as valid and effectual as if it had been passed at a meeting of the Directors, or committee of Directors as the case may be, duly convened and held.
A Director or alternate Director may, or other officer of the Company at the direction of a Director $36.5$ or alternate Director may call a meeting of the Directors by at least two days notice in writing to every Director and alternate Director which notice shall set forth the general nature of the business to be considered unless notice is waived by all the Directors (or their alternates) either at, before or after the meeting is held.
36.6 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 these Articles as the necessary quorum of Directors the continuing Directors or Director may act for the purpose of increasing the number of Directors to that number, or of summoning a general meeting of the Company, but for no other purpose.
The Directors may elect a chairman of their board and determine the period for which the 36.7 chairman is to hold office; but 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 Directors present may choose one of their number to be chairman of the meeting.
$36.8$ All acts done by any meeting of the Directors or of a committee of Directors (including any person acting as an alternate Director) shall, notwithstanding that it be afterwards discovered that there

was some defect in the appointment of any Director or alternate Director, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and qualified to be a Director or alternate Director as the case may be.

A Director but not an alternate Director may be represented at any meetings of the board of 36.9 Directors by a proxy appointed in writing by such Director. The proxy shall count towards the quorum and the vote of the proxy shall for all purposes be deemed to be that of the appointing Director
36.10 The Board shall obtain the approval of the Company in general meeting before making any payment to any Director or past Director of the Company by way of compensation for loss of office, or as consideration for or in connection with his retirement from office (not being payment to which the Director is contractually entitled).

37 Presumption of Assent

A Director who is present at a meeting of the board of Directors at which action on any Company matter is taken shall be presumed to have assented to the action taken unless the Director's dissent shall be entered in the minutes of the meeting or unless the Director shall file such Director's written dissent from such action with the person acting as the chairman or secretary of the meeting before the close or adjournment thereof or shall forward such dissent by personal delivery, courier or registered post to such person immediately after the close or adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favour of such action.

38 Directors' Interests

A Director may hold any other office or place of profit under the Company (other than the office of $38.1$ Auditor) in conjunction with such Director's office of Director for such period and on such terms as to remuneration and otherwise as the Directors may determine.
A Director may act alone or by such Director's firm in a professional capacity for the Company 38.2 and the Director or such Director's firm shall be entitled to remuneration for professional services as if such Director were not a Director or alternate Director.
A Director or alternate Director of the Company may be or become a director or other officer of or 38.3 otherwise interested in any company promoted by the Company or in which the Company may be interested as shareholder or otherwise, and no such Director or alternate Director shall be accountable to the Company for any remuneration or other benefits received by such Director or alternate Director as a director or officer of, or from such Director or alternate Director's interest in, such other company.
No person shall be disqualified from the office of Director or alternate Director or prevented by 38.4 such office from contracting with the Company, either as vendor, purchaser or otherwise, nor shall any such contract or any contract or transaction entered into by or on behalf of the Company in which any Director or alternate Director shall be in any way interested be or be liable to be avoided, nor shall any Director or alternate Director so contracting or being so interested be liable to account to the Company for any profit realised by any such contract or transaction by reason of such Director holding office or of the fiduciary relationship thereby established. A Director (or such Director's alternate Director in such Director's absence) shall be at liberty to vote in respect of any contract or transaction in which such Director is interested; provided, that the nature of the

interest of any Director or alternate Director in any such contract or transaction shall be disclosed by such Director at or prior to such Director's consideration and any vote thereon.

38.5 A Director who to his knowledge is in any way, whether directly or indirectly, interested in a App. 13B contract or arrangement or proposed contract or arrangement with the Company shall declare the $5(3)$ nature of his interest at the meeting of the Board at which the question of entering into the contract or arrangement is first considered, if he knows his interest then exists, or in any other case at the first meeting of the Board after he knows that he is or has become so interested. For the purposes of this Article, a general Notice to the Board by a Director to the effect that:
$(a)$ he is a member or officer of a specified company or firm and is to be regarded as interested in any contract or arrangement which may after the date of the Notice be made with that company or firm; or
$(b)$ he is to be regarded as interested in any contract or arrangement which may after the date of the Notice be made with a specified person that is connected with him;

shall be deemed to be a sufficient declaration of interest under this Article in relation to any such contract or arrangement; provided, that no such Notice shall be effective unless either it is given at a meeting of the Board or the Director takes reasonable steps to secure that it is brought up and read at the next Board meeting after it is given.

A Director shall not vote (nor be counted in the quorum) on any resolution of the Board approving 38.6 App. 3 4(1) any contract or arrangement or any other proposal in which he or any of his associates is materially interested, but this prohibition shall not apply to any of the following matters namely:
any contract or arrangement for the giving to such Director or his associate(s) any $(a)$ security or indemnity in respect of money lent by him or any of his associate(s) or obligations incurred or undertaken by him or any of his associate(s) at the request of or for the benefit of the Company or any of its subsidiaries:
$(b)$ any contract or arrangement for the giving of any security or indemnity to a third party in respect of a debt or obligation of the Company or any of its subsidiaries for which the Director or his associate(s) has himself/themselves assumed responsibility in whole or in part whether alone or jointly under a guarantee or indemnity or by the giving of security;
any contract or arrangement concerning an offer of shares or debentures or other $(c)$ securities of or by the Company or any other company which the Company may promote or be interested in for subscription or purchase, where the Director or his associate(s) is/are or is/are to be interested as a participant in the underwriting or sub-underwriting of the offer:
$(d)$ any contract or arrangement in which the Director or his associate(s) is/are interested in the same manner as other holders of shares or debentures or other securities of the Company by virtue only of his/their interest in shares or debentures or other securities of the Company:
$(e)$ any contract or arrangement concerning any other company in which the Director or his associate(s) is/are interested only, whether directly or indirectly, as an officer or executive or a shareholder or in which the Director and any of his associates are not in aggregate beneficially interested in five (5%) per cent or more of the issued shares or of the voting

rights of any class of shares of such company (or of any third company through which his interest or that of any of his associate is derived); or

$(f)$ any proposal or arrangement concerning the adoption, modification or operation of a share option scheme, a pension fund or retirement, death or disability benefits scheme or other arrangement which relates both to Directors or his associate(s) and to employees of the Company or of any of its subsidiaries and does not provide in respect of any Director, or his associate(s), as such any privilege or advantage not accorded generally to the class of persons to which such scheme or fund relates.
38.7 A company shall be deemed to be a company in which a Director and/or his associate(s) owns five per cent (5%) or more if and so long as (but only if and so long as) he and/or his associates, (either directly or indirectly) are the holders of or beneficially interested in five per cent (5%) or more of any class of the equity share capital of such company or of the voting rights available to members of such company (or of any third company through which his interest or that of any of his associates is derived). For the purpose of this paragraph there shall be disregarded any shares held by a Director or his associate(s) as bare or custodian trustee and in which he or any of them has no beneficial interest, any shares comprised in a trust in which the interest of the Director or his associate(s) is/are in reversion or remainder if and so long as some other person is entitled to receive the income thereof, and any shares comprised in an authorised unit trust scheme in which the Director or his associate(s) is/are interested only as a unit holder.
38.8 If any question shall arise at any meeting of the Board as to the materiality of the interest of a Director (other than the chairman of the meeting) or as to the entitlement of any Director (other than such chairman) to vote and such question is not resolved by his voluntarily agreeing to abstain from voting, such question shall be referred to the chairman of the meeting and his ruling in relation to such other Director shall be final and conclusive except in a case where the nature or extent of the interest of the Director concerned as known to such Director has not been fairly disclosed to the Board. If any question as aforesaid shall arise in respect of the chairman of the meeting such question shall be decided by a resolution of the Board (for which purpose such chairman shall not vote thereon) and such resolution shall be final and conclusive except in a case where the nature or extent of the interest of such chairman as known to such chairman has not been fairly disclosed to the Board.
Except as would, if the Company were a company incorporated in Hong Kong, be permitted by App. 13B 5(2) 38.9 Section 157H of the Companies Ordinance (Chapter 32 of the Laws of Hong Kong) as in force at the date of adoption of these Articles, and except as permitted under the Law, the Company shall not directly or indirectly:
make a loan to a Director or a director of any holding company of the Company or to any $(a)$ of their respective associates (as defined by the rules, where applicable, of the Designated Stock Exchange);
$(b)$ enter into any quarantee or provide any security in connection with a loan made by any person to a Director or such a director: or
$(c)$ if any one or more of the Directors hold (jointly or severally or directly or indirectly) a controlling interest in another company, make a loan to that other company or enter into any guarantee or provide any security in connection with a loan made by any person to that other company.

$\ddot{\phantom{a}}$

This Article 38.9 shall only have effect for so long as the Shares of the Company are listed on The Stock Exchange of Hong Kong Limited

39 Minutes

The Directors shall cause minutes to be made in books kept for the purpose of all appointments of officers made by the Directors, all proceedings at meetings of the Company or the holders of any Class of Shares and of the Directors, and of committees of Directors including the names of the Directors or alternate Directors present at each meeting.

40 Delegation of Directors' Powers

$40.1$ The Directors may delegate any of their powers to any committee consisting of one or more Directors or such other persons as the Directors may designate. They may also delegate to any managing director or any Director holding any other executive office such of their powers as they consider desirable to be exercised by such managing director or any Director; provided, that an alternate Director may not act as managing director and the appointment of a managing director shall be revoked forthwith if such managing director ceases to be a Director. Any such appointment may be made subject to any conditions the Directors may impose, and either collaterally with or to the exclusion of their own powers and may be revoked or altered. Subject to any such conditions, the proceedings of a committee of Directors shall be governed by these Articles regulating the proceedings of Directors, so far as they are capable of applying.
40.2 The Directors may establish any committees, local boards or agencies or appoint any person to be a manager or agent for managing the affairs of the Company and may appoint any person to be a member of such committees or local boards. Any such appointment may be made either collaterally with or to the exclusion of the Directors' powers, shall be subject to any conditions the Directors may impose, and may be revoked or altered. Subject to any such conditions, the proceedings of any such committee, local board or agency shall be governed by these Articles regulating the proceedings of Directors, so far as they are capable of applying.
40.3 The Directors may by power of attorney or otherwise appoint any company, firm, person or body of persons to be the attorney or authorised signatory of the Company for such purpose 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 they may think fit, and any such powers of attorney or other appointment may contain such provisions for the protection and convenience of persons dealing with any such attorneys or authorised signatories as the Directors may think fit and may also authorise any such attorney or authorised person to delegate all or any of the powers, authorities and discretions vested in such attorney or authorised person.
The Directors may appoint such officers as they consider necessary on such terms, at such 40.4 remuneration (if any) and to perform such duties, and subject to such provisions as to disqualification and removal as the Directors may think fit. Unless otherwise specified in the terms of such officer's appointment an officer may be removed by resolution of the Directors or Members.

41 Alternate Directors

$41.1$ Any Director (other than an alternate Director) may by written notice to the Company appoint any other Director, or any other person willing to act, to be an alternate Director and by written notice to the Company may remove from office an alternate Director so appointed by the Director.
41.2 An alternate Director shall be entitled to receive notice of all meetings of Directors and of meetings of committees of Directors of which such alternate Director's appointor is a member, to attend and vote at every such meeting at which the Director appointing such alternate Director is not personally present, and generally to perform all the functions of such alternate Director's appointor as a Director in such Director's absence.
$41.3$ An alternate Director shall cease to be an alternate Director if such alternate Director's appointor ceases to be a Director.
Any appointment or removal of an alternate Director shall be by notice to the Company signed by 41.4 the Director making or revoking the appointment or in any other manner approved by the Directors.
$41.5$ An alternate Director shall be deemed for all purposes to be a Director and shall alone be responsible for such alternate Director's own acts and defaults and shall not be deemed to be the agent of the Director appointing such alternate Director.

42 No Minimum Shareholding for Directors

The Company in general meeting may fix a minimum shareholding required to be held by a Director, but unless and until such a shareholding qualification is fixed a Director shall not be required to hold Shares.

43 Remuneration of Directors

43.1 The remuneration to be paid to the Directors, if any, shall be such remuneration as the Directors shall determine, and is subject to annual review of the Company's audit and remuneration committee. The Directors shall also be entitled to be paid all travelling, hotel and other expenses properly incurred by them in connection with their attendance at meetings of Directors or committees of Directors, or general meetings of the Company, or separate meetings of the holders of any Class of Shares or debentures of the Company, or otherwise in connection with the business of the Company, or to receive a fixed allowance in respect thereof as may be determined by the Directors, or a combination partly of one such method and partly the other.
The Directors may by resolution approve additional remuneration to any Director for any services 43.2 other than such Director's ordinary routine work as a Director. Any fees paid to a Director who is also counsel to the Company, or otherwise serves it in a professional capacity, shall be in addition to such Director's remuneration as a Director.

$\mathbf{A}\mathbf{A}$ Seal

The Company may, if the Directors so determine, have a Seal, which shall only be used by the authority of the Directors or of a committee of the Directors authorised by the Directors. Every instrument to which the Seal has been affixed shall be signed by at least one person who shall be either a Director or some officer or other person authorised by the Directors for the purpose.

45 Dividends, Distributions and Reserves

45 1 Subject to the Statute, these Articles, and the special rights attaching to Shares of any Class and/or Series, the Directors may, in their absolute discretion, declare dividends and distributions on Shares of any Class and/or Series in issue and authorise payment of the dividends or distributions out of the relevant Separate Account in respect of such Shares. No dividend or distribution shall be paid except out of the realised or unrealised profits of the Company, or out of the share premium account attributable to Shares of the Class and/or Series in respect of which the dividend or distribution is proposed to be paid, or as otherwise permitted by the Statute.
$45.2$ Except as otherwise provided by the rights attached to Shares, or as otherwise determined by the Directors, all dividends and distributions in respect of Shares of a particular Class and/or Series shall be declared and paid according to the Net Asset Value of the Shares of the Class and/or Series that a Member holds. If any Share is issued on terms providing that it shall rank for dividend or distribution as from a particular date, that Share shall rank for dividend or distribution accordinaly.
$45.3$ The Directors may deduct and withhold from any dividend or distribution otherwise payable to any Member all sums of money (if any) then payable by it to the Company on account of calls or otherwise or any monies which the Company is obliged by law to pay to any taxing or other authority.
45.4 Under no circumstances may the assets (or the income derived from such assets) attributed to a Separate Account in respect of any Class and/or Series be used to pay a dividend in respect of a Separate Account that is attributed to any other Class and/or Series.
45.5 The Directors may declare that any dividend or distribution be paid wholly or partly by the distribution of specific assets and in particular of shares, debentures or securities of any other company or in any one or more of such ways and, where any difficulty arises in regard to such distribution, the Directors may settle the same as they think expedient and in particular may issue fractional Shares and fix the value for distribution of such specific assets or any part thereof and may determine that cash payments shall be made to any Members upon the basis of the value so fixed in order to adiust the rights of all Members and may vest any such specific assets in trustees as may seem expedient to the Directors.
45.6 Any dividend, distribution, interest or other monies payable in cash in respect of Shares may be paid by wire transfer to the holder or by cheque or warrant sent through the post directed to the registered address of the holder or, in the case of joint holders, to the registered address of the holder that is first named on the Register of Members or to such person and to such address as such holder or joint holders may in writing direct. Every such cheque or warrant shall (unless the Directors in their sole discretion otherwise determine) be made payable to the order of the person to which it is sent. Any one of two or more joint holders may give effectual receipts for any dividends, bonuses, or other monies payable in respect of the Share held by them as joint holders.
45.7 Any dividend or distribution which cannot be paid to a Member and/or which remains unclaimed App. 3 after six months from the date of declaration of such dividend or distribution may, in the discretion $3(2)$ of the Directors, be paid into a separate account in the Company's name; provided, that the Company shall not be constituted as a trustee in respect of that account and the dividend or distribution shall remain as a debt due to the Member. Any dividend or distribution which remains

unclaimed after a period of six years from the date of declaration of such dividend or distribution shall be forfeited and shall revert to the Company.

45.8 No dividend or distribution shall bear interest against the Company.

46 Capitalisation

46.1 The Directors may capitalise any sum standing to the credit of any of the Company's reserve accounts (including share premium account and capital redemption reserve) or any sum standing to the credit of profit and loss account or otherwise available for distribution and to appropriate such sum to Members of any Class and/or Series in the proportions in which such sum would have been divisible amongst them had the same been a distribution of profits by way of dividend and to apply such sum on their behalf in paying up in full unissued Shares for allotment and distribution credited as fully paid-up to and amongst them in the proportion aforesaid. In such event the Directors shall do all acts and things required to give effect to such capitalisation, with full power to the Directors to make such provisions as they think fit for the case of Shares becoming distributable in fractions (including provisions whereby the benefit of fractional entitlements accrue to the Company rather than to the Members concerned). The Directors may authorise any person to enter into an agreement with the Company, on behalf of all of the Members interested, providing for such capitalisation and matters incidental thereto and any agreement made under such authority shall be effective and binding on all concerned.

47 Books of Account

$47.1$ The Directors shall cause proper books of account to be kept with respect to all sums of money received and expended by the Company and the matters in respect of which the receipt or expenditure takes place, all sales and purchases of goods by the Company and the assets and liabilities of the Company. Proper books shall not be deemed to be kept if there are not kept such books of account as are necessary to give a true and fair view of the state of the Company's affairs, and to explain its transactions.
47.2 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 Statute, or authorised by the Directors or by the Company in general meeting.
47.3 Subject to Article 47.4, a printed copy of the Directors' report, accompanied by the balance sheet and profit and loss account or income and expenditure, including every document required by law to be annexed thereto, made up to the end of the applicable financial year and containing a summary of the assets and liabilities of the Company under convenient heads and a statement of income and expenditure, together with a copy of the Auditors' report, shall be sent to each person $4(2)$ entitled thereto at least twenty-one (21) days before the date of the general meeting and at the same time as the notice of annual general meeting and laid before the Company at the annual general meeting; provided, that this Article shall not require a copy of those documents to be sent to any person whose address the Company is not aware or to more than one of the joint holders of any shares or debentures.
47.4 Subject to due compliance with all applicable Statutes, rules and regulations, including, without limitation, the rules of the Designated Stock Exchange, and to obtaining all necessary consents, if

App. 13B $4(1)$

App. 3 5

App. 13B $3(3)$

any, required thereunder, the requirements of Article 47.3 shall be deemed satisfied in relation to any person by sending to the person in any manner not prohibited by the Law, summarised financial statements derived from the Company's annual accounts and the directors' report which shall be in the form and containing the information required by applicable laws and regulations; provided, that any person that is otherwise entitled to the annual financial statements of the Company and the directors' report thereon may, if he so requires by notice in writing served on the Company, demand that the Company sends to him, in addition to summarised financial statements, a complete printed copy of the Company's annual financial statement and the directors' report thereon.

47.5 The requirement to send to a person referred to in Article 47.3 the documents referred to in that article or a summary financial report in accordance with Article 47.4 shall be deemed satisfied where, in accordance with all applicable Statutes, rules and regulations, including, without limitation, the rules of the Designated Stock Exchange, the Company publishes copies of the documents referred to in Article 47.3 and, if applicable, a summary financial report complying with Article 47.4, on the Company's computer network or in any other permitted manner (including by sending any form of electronic communication), and that person has agreed or is deemed to have agreed to treat the publication or receipt of such documents in such manner as discharging the Company's obligation to send to him a copy of such documents.

48 Audit

The Directors may appoint an Auditor of the Company, which shall hold office on such terms as 48.1 the Directors determine.
48.2 Every Auditor of the Company must be independent of the Company, the Investment Manager and any custodian to the same extent as that required of an auditor under the Companies Ordinance and in accordance with the requirements on independence issue by the Hong Kong institute of Certified Public Accountants.
48.3 Every Auditor of the Company shall have a right of access at all times to the books and accounts and vouchers of the Company and shall be entitled to require from the Directors and officers of the Company such information and explanation as may be necessary for the performance of the duties of the Auditor.
48.4 Any Auditors of the Company shall, if so required by the Directors or any rules of the Designated Stock Exchange, make a report on the accounts of the Company that will be provided to Members before every annual general meeting following their appointment, and at any other time during their term of office, upon request of the Directors or any general meeting of the Members.

49 Notices

49.1 Notices or documents (including any "corporate communication" within the meaning ascribed thereto under the rules of the Designated Stock Exchange), shall be in writing and may be given by the Company to any Member either personally or by sending it by courier, post, cable, telex. fax or e-mail to the Member or to the address as shown in the Register of Members (or where the notice is given by e-mail by sending it to the e-mail address provided by such Member). Any notice, if posted from one country to another, is to be sent airmail.

49.2 Where a notice is sent by courier, service of the notice shall be deemed to be effected by delivery of the notice to a courier company, and shall be deemed to have been received on the third day (not including Saturdays or Sundays or public holidays) following the day on which the notice was delivered to the courier. Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, pre paying and posting a letter containing the notice, and shall be deemed to have been received on the fifth day (not including Saturdays or Sundays or public holidays in the Cayman Islands) following the day on which the notice was posted. Where a notice is sent by cable, telex or fax, service of the notice shall be deemed to be effected by properly addressing and sending such notice and shall be deemed to have been received on the same day that it was transmitted. Where a notice is given by e-mail service shall be deemed to be effected by transmitting the e-mail to the e-mail address provided by the intended recipient and shall be deemed to have been received on the same day that it was sent, and it shall not be necessary for the receipt of the e-mail to be acknowledged by the recipient.
49.3 Without limiting Article 49.1, notices may also be served by advertisement in appropriate Ann $3$ $7(1)$ newspapers in accordance with the requirements of the Designated Stock Exchange or, to the extent permitted by the applicable laws, by placing it on the Company's website or the website of the Designated Stock Exchange, and giving to the member a notice stating that the notice or other document is available there (a "notice of availability"). The notice of availability may be given to the Member by any of the means set out above.
49.4 A notice may be given by the Company to the person or persons which the Company has been advised are entitled to a Share or Shares in consequence of the death or bankruptcy of a Member in the same manner as other notices which are required to be given under these Articles and shall be addressed to them by name, or by the title of representatives of the deceased, or trustee of the bankrupt, or by any like description at the address supplied for that purpose by the persons claiming to be so entitled, or at the option of the Company by giving the notice in any manner in which the same might have been given if the death or bankruptcy had not occurred.
49.5 Notice of every general meeting shall be given in the manner authorised by these Articles to every person shown as holding Shares carrying an entitlement to receive such notice in the Register of Members on the record date for such meeting except that in the case of joint holders the notice shall be sufficient if given to the joint holder first named in the Register of Members and every person upon whom the ownership of a Share devolves by reason of such person being a legal personal representative or a trustee in bankruptcy of a Member where the Member but for such Member's death or bankruptcy would be entitled to receive notice of the meeting, and no other person shall be entitled to receive notices of general meetings.
49.6 Any Notice or other document:
$(a)$ if served or delivered by post, shall where appropriate be sent by airmail and shall be deemed to have been served or delivered on the day following that on which the envelope containing the same, properly prepaid and addressed, is put into the post; in proving such service or delivery it shall be sufficient to prove that the envelope or wrapper containing the notice or document was properly addressed and put into the post and a certificate in writing signed by the Secretary or other officer of the Company or other person appointed by the Board that the envelope or wrapper containing the Notice or other document was so addressed and put into the post shall be conclusive evidence thereof:
$(b)$ if sent by electronic communication, shall be deemed to be given on the day on which it is transmitted from the server of the Company or its agent. A Notice placed on the

Company's website or the website of the Designated Stock Exchange, is deemed given by the Company to a Member on the day following that on which a notice of availability is deemed served on the Member;

$(c)$ if served or delivered in any other manner contemplated by these Articles, shall be deemed to have been served or delivered at the time of personal service or delivery or, as the case may be, at the time of the relevant despatch or transmission; and in proving such service or delivery a certificate in writing signed by the Secretary or other officer of the Company or other person appointed by the Board as to the act and time of such service, delivery, despatch or transmission shall be conclusive evidence thereof; and
$(d)$ may be given to a Member either in the English language or the Chinese language. subject to due compliance with all applicable Statutes, rules and regulations.
49.7 Any Notice or other document delivered or sent by post to or left at the registered address of any Member in pursuance of these Articles shall, notwithstanding that such Member is then dead or bankrupt or that any other event has occurred, and whether or not the Company has notice of the death or bankruptcy or other event, be deemed to have been duly served or delivered in respect of any share registered in the name of such Member as sole or joint holder unless his name shall. at the time of the service or delivery of the Notice or document, have been removed from the Register as the holder of the share, and such service or delivery shall for all purposes be deemed a sufficient service or delivery of such Notice or document on all persons interested (whether jointly with or as claiming through or under him) in the share.
49.8 A Notice may be given by the Company to the person entitled to a share in consequence of the death, mental disorder or bankruptcy of a Member by sending it through the post in a prepaid letter, envelope or wrapper addressed to him by name, or by the title of representative of the deceased, or trustee of the bankrupt, or by any like description, at the address, if any, supplied for the purpose by the person claiming to be so entitled, or (until such an address has been so supplied) by giving the notice in any manner in which the same might have been given if the death, mental disorder or bankruptcy had not occurred.
49.9 Any person that by operation of law, transfer or other means whatsoever shall become entitled to any Share shall be bound by every Notice in respect of such Share which prior to his name and address being entered on the Register shall have been duly given to the person from whom he derives his title to such Share

50 Winding Up

$50.1$ If the Company shall be wound up the liquidator shall apply the assets of the Company in satisfaction of creditors' claims in such manner and order as such liquidator thinks fit. The liquidator shall in relation to the assets available for distribution among the Members make in the books of the Company such transfers thereof to and from Separate Accounts as may be necessary in order that the effective burden of such creditors' claims may be shared among the holders of Shares of different Classes and/or Series in such proportions as the liquidator in such liquidator's absolute discretion may think equitable.
$50.2$ Subject to the special rights attaching to Shares of any Class or Series, the balance shall then be paid to the holders of Shares in proportion to the Net Asset Value of the Shares held, subject to a deduction from those Shares in respect of which there are monies due, of all monies due to the Company for unpaid calls, or otherwise.

$50.3$ If the Company shall be wound up (whether the liquidation is voluntary or by or under the supervision of the Court) the liquidator may, with the authority of a resolution or resolutions passed by the holders of Shares (whether as a whole or at separate Class meetings), divide among the Members in kind the whole or any part of the assets of the Company, and whether or not the assets shall consist of property of one kind or shall consist of property of different kinds. and may for such purposes set such value as the liquidator deems fair upon any one or more class or classes of property, 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 authority, vest any part of the assets in trustees upon such trusts for the benefit of Members as the liquidator, with the like authority, shall think fit, and the liquidation of the Company may be closed and the Company dissolved, but so that no Member shall be compelled to accept any shares or other property in respect of which there is a liability.

51 Indemnity and Insurance

$51.1$ Every Director and officer of the Company (which for the avoidance of doubt, shall not include auditors of the Company), together with every former Director and former officer of the Company (each an "Indemnified Person") shall be indemnified out of the assets of the Company against any liability, action, proceeding, claim, demand, costs, damages or expenses, including legal expenses, whatsoever which they or any of them may incur as a result of any act or failure to act in carrving out their functions other than such liability (if any) that they may incur by reason of their own actual fraud, wilful default or Gross Negligence. No Indemnified Person shall be liable to the Company for any loss or damage incurred by the Company as a result (whether direct or indirect) of the carrying out of their functions unless that liability arises through the actual fraud. wilful default or Gross Negligence of such Indemnified Person. No person shall be found to have committed actual fraud, wilful default or Gross Negligence under this Article unless or until a court of competent jurisdiction shall have made a finding to that effect.
$51.2$ The Company shall advance to each Indemnified Person reasonable attorneys' fees and other costs and expenses incurred in connection with the defence of any action, suit, proceeding or investigation involving such Indemnified Person for which indemnity will or could be sought. In connection with any advance of any expenses hereunder, the Indemnified Person shall execute an undertaking to repay the advanced amount to the Company if it shall be determined by final judgment or other final adjudication that such Indemnified Person was not entitled to indemnification pursuant to this Article. If it shall be determined by a final judgment or other final adjudication that such Indemnified Person was not entitled to indemnification with respect to such judgment, costs or expenses, then such party shall not be indemnified with respect to such judgment, costs or expenses and any advancement shall be returned to the Company (without interest) by the Indemnified Person.
$51.3$ The Directors, on behalf of the Company, may purchase and maintain insurance for the benefit of any Director or other officer of the Company against any liability which, by virtue of any rule of law, would otherwise attach to such person in respect of any negligence, default, breach of duty or breach of trust of which such person may be quilty in relation to the Company.
$51.4$ Pursuant to the foregoing provisions, the Company may enter into a service or other agreement with any Director (or any entity providing one or more persons to the Company to act as Directors) upon such terms and conditions (including as to indemnification and exculpation) as the Directors shall, in their absolute discretion, determine. Any such indemnification and exculpation provisions may be specified to a standard equal to or more favourable (but not less favourable) to the Company than any standard specified in these Articles.

52 Disclosure

If required to do so under the laws of any jurisdiction to which the Company, the Investment Manager, the Administrator or any other service provider is subject, or in compliance with the rules of any stock exchange upon which the Company's Shares are listed, or to ensure the compliance by any person with any anti-money laundering law in any relevant jurisdiction, any Director, Officer, the Investment Manager, the Administrator or Auditor of the Company shall be entitled to release or disclose any information in its possession regarding the affairs of the Company or a Member including, without limitation, any information contained in the Register of Members or subscription documentation of the Company relating to any Member.

53 Financial Year

Unless the Directors otherwise prescribe, the financial year of the Company shall end on 31st December in each year and, following the year of incorporation, shall begin on 1st January in each vear.

54 Transfer by way of Continuation

The Company shall, subject to the provisions of the Statute and with the approval of a Special Resolution, have the power to register by way of continuation as a body corporate under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.

CERTURED TO BE A TRUE AND CONNECT COPY

V. Daphene Vihitaloctu
Assistant Registrar
10. December-2010

AI assistant

CAI Corp — Governance Information 2012

48926_rns_2012-03-29_75685a67-997e-4c79-b82f-ca190956bdef.pdf

THE COMPANIES LAW (2010 Revision) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES

AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

CHINA NEW ECONOMY FUND LIMITED

THE COMPANIES LAW (2010 Revision) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES

AMENDED AND RESTATED

MEMORANDUM OF ASSOCIATION

OF

CHINA NEW ECONOMY FUND LIMITED

THE COMPANIES LAW (2010 Revision) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES

AMENDED AND RESTATED

ARTICLES OF ASSOCIATION

OF

CHINA NEW ECONOMY FUND LIMITED

$\mathbf{1}$ Interpretation

$1.2$ In these Articles:

$21$ Commencement of Business

$\mathbf{3}$ Service Providers

$\overline{\mathbf{A}}$ Share Capital

Allotment and Issue of Shares 5

6 Separate Accounts

$\overline{7}$ Determination of Net Asset Value

8 Suspensions

$9$ Transfer of Shares

$101$ Transmission of Shares

$11$ Untraceable Shares

$121$ Redemption

$13°$ Purchase of Shares

$14$ Variation of Business Terms

$15$ Variation of Share Rights

16 Investment Restrictions

$17$ Designated Investments

18 Certificates for Shares

19 Register of Members

20 Closing Register of Members and Fixing Record Date

$21$ Non Recognition of Trusts

$22$ Lien on Shares

23 Amendments of Memorandum and Articles and Alteration of Capital

24 Registered Office

25 General Meetings

26 Notice of General Meetings

27 Proceedings at General Meetings

28 Votes of Members

29 Proxies

30 Corporate Members

$31$ Shares Beneficially Owned by the Company

$322$ Directors

33 Powers of Directors

34 Appointment and Removal of Directors

35 Vacation of Office of Director

36 Proceedings of Directors

37 Presumption of Assent

38 Directors' Interests

39 Minutes

40 Delegation of Directors' Powers

41 Alternate Directors

42 No Minimum Shareholding for Directors

43 Remuneration of Directors

$\mathbf{A}\mathbf{A}$ Seal

45 Dividends, Distributions and Reserves

46 Capitalisation

47 Books of Account

48 Audit

49 Notices

50 Winding Up

51 Indemnity and Insurance

52 Disclosure

53 Financial Year

54 Transfer by way of Continuation

More from CAI Corp

CAI Corp Governance Information 2012

$2¹$ Commencement of Business

$10¹$ Transmission of Shares

$12₁$ Redemption

$13^°$ Purchase of Shares

$32₂$ Directors