SOUTH EAST GROUP LIMITED

(東南國際集團有限公司)*

(Incorporated in Bermuda with limited liability) (Stock Code: 726)

BYE-LAWS

(It is a consolidated version not formally adopted by shareholders at a general meeting.)

* For identification purpose only

PRELIMINARY
SHARES AND MODIFICATION OF RIGHTS
SHARES AND INCREASE OF CAPITAL $\ldots \ldots \ldots \ldots \ldots \ldots \ldots \ldots$
REGISTER OF MEMBERS AND SHARE CERTIFICATES 9
LIEN
CALLS ON SHARES
TRANSFER OF SHARES
TRANSMISSION OF SHARES
FORFEITURE OF SHARES
ALTERATION OF CAPITAL
GENERAL MEETINGS
PROCEEDINGS AT GENERAL MEETINGS
VOTES OF MEMBERS
REGISTERED OFFICE
BOARD OF DIRECTORS
APPOINTMENT AND RETIREMENT OF DIRECTORS
BORROWING POWERS
MANAGING DIRECTORS, ETC.
MANAGEMENT
MANAGERS
CHAIRMAN AND OTHER OFFICERS
PROCEEDINGS OF THE DIRECTORS
MINUTES
SECRETARY
GENERAL MANAGEMENT AND USE OF THE SEAL 49
AUTHENTICATION OF DOCUMENTS

CAPITALISATION OF RESERVES ruth r uther ruth ruth ruth ruth ruth ruth r
DIVIDEND AND RESERVES
DISTRIBUTION OF REALIZED CAPITAL PROFITS
ANNUAL RETURNS
ACCOUNTS
AUDITORS
NOTICES $\ldots \ldots \ldots \ldots \ldots \ldots \ldots \ldots \ldots \ldots \ldots \ldots \ldots \ld$
INFORMATION
WINDING UP
INDEMNITY
UNTRACEABLE MEMBERS
DESTRUCTION OF DOCUMENTS
CHANGES IN APPLICABLE LAW
RESIDENT REPRESENTATIVE
MAINTENANCE OF RECORDS
SUBSCRIPTION RIGHT RESERVE
RECORD DATES
STOCK

NEW BYE-LAWS

(As adopted by Resolution passed by the Members at a Special General Meeting held on Monday, 1st July, 1991 and amended by Resolution passed by the Members at a Special General Meeting held on Friday 19th July, 1991)

OF

SOUTH EAST GROUP LIMITED Note 5

PRELIMINARY

The marginal notes to these Bye-Laws shall not be 1. deemed to be part of these Bye-Laws and shall not affect their interpretation and in the interpretation of these Bye-Laws, unless there be something in the subject or context inconsistent therewith:-

"Bermuda" shall mean the Islands of Bermuda.

"Clearing House" means a recognised clearing
house within the meaning of Section 2 of the Securities and Futures Ordinance (Chapter 571 of the Laws of the Hong Kong) or a clearing house or authorised share depository recognised by the laws of the jurisdiction in which the shares of the Company are listed or quoted on a stock
jurisdiction. Notes 3 & 6 exchange in such

"the Company" or "this Company" shall mean
South East Group Limited Note 5 incorporated in Bermuda on the 28th February, 1991.

"the Companies Act" shall mean the Companies Act
1981 of Bermuda as may from time to time be amended.

"Statutes" shall mean the Companies Act and every other act (as amended from time to time) for the time being in force of the Legislature of the
Islands of Bermuda applying to or affecting the Company, the Memorandum of Association and/or these presents.

"these Bye-Laws" or "these presents" shall mean these Bye-Laws in their present form and all supplementary, amended or substituted Bye-Laws for the time being in force.

"capital" shall mean the share capital from time to time of the Company.

"share" shall mean share in the capital of the Company.

"shareholder" or "member" shall mean the duly registered holder from time to time of the shares in the capital of the Company

"paid up" shall mean paid up or credited as paid up.

"the Principal Register" shall mean the register of members of the Company maintained in Bermuda.

"the register" shall mean the Principal Register and any branch register to be kept pursuant to the provisions of the Statutes.

"Reqistered Office" shall mean the registered office of the Company for the time being.

"Head Office" shall mean such office of the Company as the Directors may from time to time determine to be the principal office of the Company.

"Transfer Office" shall mean the place where the Principal Register is situate for the time being.

"Registration Office" shall mean in respect of any class of share capital, such place or places in the Relevant Territory or elsewhere where the Directors from time to time determine to keep a branch register of shareholders in respect of that class of share capital and where (except in cases where the Directors otherwise agree) transfers of other documents of title for such class of share capital are to be lodged for registration and are to be reqistered.

"Relevant Territory" shall mean Hong Kong or such
other territory as the Directors may from time to
time decide if the issued ordinary share capital of the Company is listed on a stock exchange in such territory.

The expression "debenture" and "debenture holder" shall respectively include "debenture stock" and "debenture stockholder".

The expression "holding company" and "subsidiary" shall have the meanings ascribed to them by the Companies Act.

"the Board" shall mean the Directors from time to time of the Company or (as the context may require) the majority of Directors present voting at a meeting of the Directors.

"Associate" in relation to any Director shall have the meaning ascribed to it under the rules of the Designated Stock Exchange; $N = 6$

"Secretary" shall mean the person or corporation for the time being performing the duties of that office.

"Auditors" shall mean the persons for the time being performing the duties of that office.

"the Chairman" shall mean the Chairman presiding at any meeting of members or of the Board.

"call" shall include any instalment of a call.

"Designated Stock Exchange" shall mean The Stock
Exchange of Hong Kong Limited or a stock exchange which is an appointed stock exchange for the purposes of the Companies Act as from time to time in force on which any share capital of the Company is listed or quoted and where such appointed stock exchange deems such listing or quotation to be the primary listing or quotation of the share capital of the Company.

"Seal" shall mean any one or more common seals from time to time of the Company for use in Bermuda or in any place outside Bermuda.

"Securities Seal" shall mean a seal for use for sealing certificates for shares or other securities issued by the Company which is a facsimile of the Seal of the Company with the addition on its face of the words "Securities Seal";

"dividend" shall include scrip dividends,
distributions in specie or in kind, capital
distributions and capitalisation issues, if not inconsistent with the subject or context;

"Hong Kong" shall mean The Hong Kong Special Administrative Region of the People's Republic of China.

"HK\$" shall mean Hong Kong dollars or other lawful currency of Hong Kong;

"appointed newspaper" shall have the meaning as defined in the Companies Act;

"Newspaper", in relation any newspaper circulating in the Relevant Territory, shall mean in English in least one leading English language daily at newspaper and in Chinese in at least one leading Chinese language daily newspaper printed and circulating generally in the Relevant Territory and specified for this purpose by the stock exchange in the Relevant Territory;

"month" shall mean a calendar month;

"writing" or "printing" shall include writing,
printing, lithography, photography, typewriting and every other mode of representing words or figures in a legible and non-transitory form;

words denoting the singular shall include the plural and words denoting the plural shall include the singular;

words importing any gender shall include every gender and

words importing persons shall include partnerships, firms, companies and corporations.

Subject as aforesaid, any words or expressions defined in the Companies Act (except any statutory modification thereof not in force when these Bye-Laws become binding on the Company) shall, if not inconsistent with the subject and/or context, bear the same meaning in
these Bye-Laws, save that "company" shall where the
context permits include any company incorporated in Bermuda or elsewhere.

References to any statute or statutory provision shall be construed as relating to any statutory modification or re-enactment thereof for the time being in force.

A resolution shall be a Special Resolution when it has been passed by a majority of not less than three-
fourths of the votes cast by such Members as, being
entitled so to do, vote in person or, in the cases of
such members as are corporations, by their respective authorised corporate representative or, where duly proxies are allowed, by proxy at a general meeting of which not less than 21 days' notice, specifying (without prejudice to the power contained in these presents to amend the same) the intention to propose the resolution as a special resolution, has been duly given. Provided
that, if it is so agreed by a majority in number of the
members having a right to attend and vote at any such meeting, being a majority together holding not less than 95 per cent. in nominal value of the shares giving that right, a resolution may be proposed and passed as a
Special Resolution at a meeting of which less than 21 days notice has been given.

Special Resolution

A resolution shall be an Ordinary Resolution when it has been passed by a simple majority of such members as, being entitled so to do, vote in person or, in the case of any member being a corporation, by its duly authorised representative or, where proxies are allowed, by proxy or at a general meeting held in accordance with these presents and of which not less than 14 days notice has been duly given.

A Special Resolution shall be effective for any purpose for which an Ordinary Resolution is expressed to be required under any provision of these Bye-Laws or the Statutes.

Without prejudice to any other requirements of the Statutes, a Special Resolution shall be required to alter The purpose for which the objects and powers contained in the Memorandum of Special Association, to approve any amendment of these presents or to change the name of the Company.

SHARES AND MODIFICATION OF RIGHTS

$3.$ Without prejudice to any special rights or restrictions for the time being attaching to any shares shares or any class of shares, any share may be issued upon such terms and conditions and with such preferred, deferred or other special rights, or such restrictions, whether in regard to dividend, voting, return of capital or
otherwise, as the Company may from time to time by Ordinary Resolution determine (or, in the absence of any such determination or so far as the same may not make specific provision, as the Board may determine) and any preference share may, subject to the Companies Act and with the sanction of a Special Resolution, be issued on the terms that it is liable to be redeemed upon the
happening of a specified event or upon a given date and either at the option of the Company or, if so authorised by the Memorandum of Association of the Company, at the option of the holder.

The Board may issue warrants or convertible Warrants securities or securities of similar nature conferring the right upon the holders thereof to subscribe for any class of shares or securities of the Company, which warrants or convertible securities or securities of similar nature may be issued on such terms as the Board may from time to time determine. Where warrants or convertible securities or securities of similar nature are issued to bearer, no certificate thereof shall be issued to replace one that has been lost unless the Board is satisfied beyond reasonable doubt that the original certificate thereof has been destroyed and the Company has received an indemnity in such form as the Board shall think fit with regard to the issue of any such replacement certificate.

Issue of

Ordinary Resolution

Resolution is required

For the purposes of Section 47 of the Companies 5. $(A)$ Act, if at any time the capital is divided into different classes of shares, all or any of the special rights attached to any class (unless otherwise provided for by the terms of issue of the shares of that class) may, subject to the provisions of the Companies Act, be varied or abrogated either with the consent in writing of the holders of not less than three-fourths in nominal value of the issued shares of that class or with the sanction of a Special Resolution passed at a separate general
meeting of the holders of the shares of that class. To every such separate general meeting the provisions of these Bye-Laws relating to general meetings shall mutatis mutandis apply, but so that the necessary quorum shall be not less than two persons holding or representing by proxy one-third in nominal value of the issued shares of that class, and that any holder of shares of the class present in person or by proxy may demand a poll.

$(B)$ The provisions of this Bye-Law shall apply to variation or abrogation of the special rights the attached to some only of the shares of any class as if each group of shares of the class differently treated formed a separate class the rights whereof are to be varied.

(C) The special rights conferred upon the holders of any shares or class of shares shall not, unless otherwise expressly provided in the rights attaching to or the terms of issue of such shares be deemed to be altered by the creation or issue of further shares ranking pari passu therewith.

SHARES AND INCREASE OF CAPITAL

(A) The authorised share capital of the Company 6. increased from $HK$40,000,000$ to $HK$400,000,000$ by the creation of an additional 3,600,000,000 new shares of HK\$0.10 each, such new shares ranking pari passu in all
respects with the existing issued and unissued shares of
HK\$0.10 each in the capital of the Company. Note 4

(B) Subject to the Statutes, the power of the Company to purchase or otherwise acquire its shares (including its redeemable shares) and warrants or other securities for the subscription or purchase of its own shares (including redeemable shares) shall be exercisable by the Directors upon such terms and subject to such conditions as they think fit provided that, in respect of a purchase of redeemable shares:

the price per share for purchases proposed to $(i)$ be made otherwise than by tender in the manner
prescribed in (ii) below or on or through a stock exchange on which such shares are listed

Structure of Share Capital

Company to purchase or finance purchase of its own shares

How rights of shares may be modified

with the consent of the Company shall not exceed 100 per cent. of the average closing prices for dealings in one or more board lots of such shares on the principal stock exchange on which the shares are traded for the five trading days immediately before the date on the purchase is made which (whether conditionally or otherwise); and

(ii) where any such purchase is proposed to be made by tender, tenders shall be made available to all holders of such shares on the same terms. Note 6
$(C)$ Subject to the Statutes:-
$(i)$ the Company may in accordance with any scheme for the time being in force and approved by the members in general meeting provide directly or indirectly money or other financial assistance for the purpose of or in connection with the purpose of or in connection with the purchase of, or subscription for, fully or partly paid shares in the Company or any holding company of the Company, being a purchase of or
subscription for shares by a trustee of or to be held by or for the benefit of employees of the Company, any of its subsidiaries, any holding company of the Company or any subsidiary of any such holding company including any director holding a salaried
employment or office with or in any such company and so that the residual beneficiary of any such trust may be or include a charitable $object;$ and
(ii) the Company may give financial assistance on such terms as the Directors think fit to directors and bona fide employees of the
Company, any of its subsidiaries, any holding company of the Company and/or any subsidiary of any such holding company in order that they may buy shares (fully or partly paid) in the Company or any holding company of the Company and such terms may include a reference that, when a director ceases to be a director of, or an employee ceases to be employed by, the Company or such other company, shares bought with such financial assistance shall or may be sold to the Company or such other company on such terms as the Directors think fit.

The Company in general meeting may from time to $7.$ time, whether or not all the shares for the time being authorised shall have been issued and whether or not all the shares for the time being issued shall have been fully paid up, by Ordinary Resolution increase its share capital by the creation of new shares, such new capital to be of such amount and to be divided into shares of such class or classes and of such amounts in Hong Kong dollars or United States dollars or such other currency as the members may think fit and as the resolution shall prescribe.

Any new shares shall be issued upon such terms and 8. conditions and with such rights and privileges annexed thereto as the general meeting resolving upon the creation thereof shall direct, and if no direction be given, subject to the provisions of the Statutes and of these Bye-Laws, as the Board shall determine; and in particular such shares may be issued with a preferential or qualified right to dividends and in the distribution of assets of the Company and with a special right or without any right of voting.

The Company may by Ordinary Resolution, before the 9. issue of any new shares, determine that the same, or any of them, shall be offered in the first instance, and either at par or at a premium, to all the existing
holders of any class of shares in proportion as nearly as may be to the number of shares of such class held by them respectively, or make any other provisions as to the issue and allotment of such shares, but in default of any such determination or so far as the same shall not extend, such shares may be dealt with as if they formed part of the capital of the Company existing prior to the issue of the same.

$10.$ so far as otherwise provided by the Except conditions of issue or by these Bye-Laws, any capital raised by the creation of new shares shall be treated as if it formed part of the original capital of the Company and such shares shall be subject to the provisions contained in these Bye-Laws with reference to the payment of calls and instalments, transfer and transmission, forfeiture, lien, cancellation, surrender, voting and otherwise.

On what conditions new shares may be issued

Power to

increase capital

When to be offered to existing members

New shares to form part of original capital

All unissued shares shall be at the disposal of the Board and it may offer, allot (with or without conferring a right of renunciation), grant options over or otherwise dispose of them to such persons, at such times, for such consideration and generally on such terms as it in its absolute discretion thinks fit, but so that no shares shall be issued at a discount. The Directors shall, as regards any offer or allotment of shares, comply with the provisions of the Companies Act, if and so far as such
provisions may be applicable thereto. Neither the Company nor the Board shall be obliged, when making or granting any allotment of, offer of, option over or
disposal of shares, to make, or make available, any such offer, option or shares to shareholders or others with registered addresses in any particular territory or
territories being a territory or territories where, in the absence of a registration statement or other special formalities, this would or might, in the opinion of the Board, be unlawful or impracticable. Shareholders affected as a result of the foregoing sentence shall not be, or be deemed to be, a separate class of shareholders for any purpose whatsoever.
The Company may at any time pay a commission to any person for subscribing or agreeing to subscribe (whether absolutely or conditionally) for any shares in the Company or procuring or agreeing to procure subscriptions (whether absolute or conditional) for any shares in the Company, but so that the conditions and requirements of the Companies Act shall be observed and complied with, and in each case the commission shall not exceed ten per cent. of the price at which the shares are issued.
Except as otherwise expressly provided by these Bye-Laws or as required by law or as ordered by a court of competent jurisdiction, no person shall be recognised by the Company as holding any share upon any trust and, except as aforesaid, the Company shall not be bound by or be compelled in any way to recognise (even when having
notice thereof) any equitable, contingent, future or
partial interest in any share or any interest in any fractional part of a share or any other right or claim to or in respect of any shares except an absolute right to the entirety thereof of the registered holder.

REGISTER OF MEMBERS AND SHARE CERTIFICATES

$(A)$ The Board shall cause to be kept a register of Share register the members and there shall be entered therein the particulars required under the Companies Act.

Shares at the disposal of the Board

Company may pay commission

Company not to recognise trusts in respect of shares

Subject to the provisions of the Companies Act, $(B)$ if the Board considers it necessary or appropriate, the Company may establish and maintain a local or branch register at such location outside Bermuda as the Board thinks fit and, while the issued share capital of the Company is, with the consent of the Board, listed on any stock exchange in Hong Kong, the Company shall keep a branch register in Hong Kong.

Every person whose name is entered as a member in $15.$ the register shall be entitled without payment to receive within two months after allotment or lodgment of $\overline{a}$ transfer (or, in the case of any share capital listed on exchange, such shorter period as may stock be $\overline{a}$ prescribed by the rules, regulations or codes of the stock exchange in the Relevant Territory from time to time) one certificate for all his shares, or, if he shall so request, in a case where the allotment or transfer is of a number of shares in excess of the number for the time being forming a stock exchange board lot for the purposes of the stock exchange on which the shares are listed, upon payment, in the case of a transfer, of such sum (not exceeding in the case of any share capital listed on a stock exchange in Hong Kong, such sum as The Stock Exchange of Hong Kong Limited may prescribe or such lesser sum as the Board may from time to time require is paid the Company in respect thereof, and in the case of any other shares, such sum in such currency as the Board
may from time to time determine to be reasonable in the
territory in which the relevant register is situate, or otherwise such other sum as the Company may by Ordinary Resolution determine) for every certificate after the first as the Board may from time to time determine, such number of certificates for shares in stock exchange board lots or multiples thereof as he shall request and one for the balance (if any) of the shares in question, provided
that in respect of a share or shares held jointly by several persons the Company shall not be bound to issue a certificate or certificates to each such person, and the issue and delivery of a certificate or certificates to one of several joint holders shall be sufficient delivery to all such holders. Note 3

Every certificate for shares, warrants or debentures Share $16.$ or representing any other form of securities of the Company shall be issued under the Seal of the Company, which for this purpose may be a Securities Seal.

Local or branch register

Share Certificates

certificates to be sealed

Every share certificate hereafter issued shall specify the number and class of shares in respect of which it is issued and the amount paid thereon and may otherwise be in such form as the Board may from time to time prescribe. A share certificate shall relate to only one class of shares, and where the capital of the Company includes shares with different voting rights, the designation of each class of shares, other than those which carry the general right to vote at general meetings, must include the words "restricted voting" or "limited voting" or some other appropriate designation
which is commensurate with the rights attaching to the
relevant class of shares. Note 6
$(A)$ The Company shall not be bound to register more than four persons as joint holders of any share.

$(B)$ If any share shall stand in the names of two or more persons, the person first named in the register shall be deemed the sole holder thereof as regards service of notice and, subject to the provisions of these Bye-Laws, all or any other matter connected with the Company, except the transfer of the share.

If a share certificate is defaced, lost $\circ$ r destroyed, it may be replaced on payment of such fee, if any, (not exceeding, in the case of any share capital listed on a stock exchange in Hong Kong, such sum as The Stock Exchange of Hong Kong Limited may prescribe or such lesser sum as the Board may from time to time require is paid to the Company in respect thereof, and, in the case of any other capital, such sum in such currency as the Board may from time to time determine to be reasonable in the territory in which the relevant register is situate, or otherwise such other sum as the Company may by Ordinary Resolution determine) as the Board shall from time to time determine and on such terms and conditions, if any, as to publication of notices, evidence and indemnity as the Board thinks fit and in the case of wearing out or defacement, after delivery up of the old certificate. In the case of destruction or loss, the person to whom such replacement certificate is given shall also bear and pay to the Company any exceptional costs and the reasonable out-of-pocket expenses incidental to the investigation by the Company of the evidence of such destruction or loss and of such indemnity. Note 3

Every certificate to specify number and class of shares

Joint holders

Replacement of share certificates

LIEN

The Company shall have a first and paramount lien on every share (not being a fully paid up share) for all moneys, whether presently payable or not, called or payable at a fixed time in respect of such share; and the Company shall also have a first and paramount lien and charge on all shares (other than fully paid up shares) standing registered in the name of a member, whether singly or jointly with any other person or persons, for all the debts and liabilities of such members or his estate to the Company and whether the same shall have been incurred before or after notice to the Company of any equitable or other interest of any person other than such member, and whether the period for the payment or discharge of the same shall have actually arrived or not, and notwithstanding that the same are joint debts or liabilities of such member or his estate and any other person, whether a member of the Company or not. The
Company's lien (if any) on a share shall extend to all dividends and bonuses declared in respect thereof. The Board may at any time either generally or in any
particular case waive any lien that has arisen, or declare any share to be exempt wholly or partially from the provisions of this Bye-Law.
The Company may sell, in such manner as the Board thinks fit, any shares on which the Company has a lien, but no sale shall be made unless some sum in respect of which the lien exists is presently payable or the liability or engagement in respect of which such lien exists is liable to be presently fulfilled or discharged, nor until the expiration of fourteen days after a notice in writing, stating and demanding payment of the sum presently payable or specifying the liability or
engagement and demanding fulfilment or discharge thereof and giving notice of intention to sell in default, shall have been given to the registered holder for the time being of the shares or the person entitled by reason of such holder's death, bankruptcy or winding-up to the shares.

Sale of shares subject to lien

Company's lien

The net proceeds of such sale after the payment of the costs of such sale shall be applied in or towards payment or satisfaction of the debt or liability or engagement in respect whereof the lien exists, so far as the same is presently payable, and any residue shall
(subject to a like lien for debts or liability not presently payable as existed upon the shares prior to the sale) be paid to the person entitled to the shares at the time of the sale. For giving effect to any such sale, the Board may authorise some person to transfer the shares sold to the purchaser thereof and may enter the
purchaser's name in the register as holder of the 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 in reference to the sale.

CALLS ON SHARES

The Board may from time to time make such calls as $Calls/$ instalit may think fit upon the members in respect of any ments moneys unpaid on the shares held by them respectively (whether on account of the nominal value of shares or by way of premiums) and not by the conditions of allotment
thereof made payable at a fixed time. A call may be made payable either in one sum or by instalments.

Notice of $24.$ Fourteen days' notice at least of any call shall be call given specifying the time and place of payment and to whom such call shall be paid.

A copy of the notice referred to in Bye-Law 24 shall be sent to members in the manner in which notices may be sent to members by the Company as herein provided.

In addition to the giving of notice in accordance $26.$ with Bye-Law 25, notice of the person appointed to receive payment of every call and of the times and places appointed for payment may be given to the members by notice to be inserted at least once in one or more newspapers circulating in the Relevant Territory.

Every member upon whom a call is made shall pay the amount of every call so made on him to the person and at the time or times and place or places as the Board shall appoint.
A call shall be deemed to have been made at the time when the resolution of the Board authorising such call was passed.

Application of

proceeds

of such sale

members Notice of

call may be given

Every mem ber liable to pay call at appointed time and place When call

deemed to have been made

The joint holders of a share shall be severally as Liability of joint
holders well as jointly liable for the payment of all calls and instalments due in respect of such share or other moneys due in respect thereof.

The Board may from time to time at its discretion Board may $30.$ extend extend the time fixed for any call, and may extend such time fixed time as regards all or any of the members, whom due to for call residence outside the Relevant Territory or other cause the Board may deem entitled to any such extension but no member shall be entitled to any such extension except as a matter of grace and favour.

If the sum payable in respect of any call or Interest on unpaid instalments is not paid on or before the day appointed calls for payment thereof, the person or persons from whom the sum is due shall pay interest on the same at such rate not exceeding twenty per cent. per annum as the Board shall fix from the day appointed for the payment thereof to the time of the actual payment, but the Board may
waive payment of such interest wholly or in part.

No member shall be entitled to receive any dividend 32. оf or bonus or to be present and vote (save as proxy for at any general meeting, either another member) personally, or (save as proxy for another member) by unpaid proxy, or be reckoned in a quorum, or to exercise any other privilege as a member until all calls or instalments due from him to the Company, whether alone or jointly with any other person, together with interest and expenses (if any) shall have been paid.

On the trial or hearing of any action or other $33.$ proceedings for the recovery of any money due for any call, it shall be sufficient to prove that the name of the member sued is entered in the register as the holder, or one of the holders, of the shares in respect of which such debt accrued; that the resolution of the Board making the call is duly recorded in the minute book of the Board; and that notice of such call was duly given to the member sued, in pursuance of these Bye-Laws; and it
shall not be necessary to prove the appointment of the
Board who made such call, nor any other matters
whatsoever, but the proof of the matters aforesaid shall be conclusive evidence of the debt.

Evidence in action for call

payable on the date fixed for payment, and in case of non-payment all the relevant provisions of these Bye-Laws as to payment of interest and expenses, forfeiture and the like, shall apply as if such sums had become payable by virtue of a call duly made and notified. The Board may on the issue of shares differentiate between the
allottees or holders as to the amount of calls to be paid and the time of payment.

$35.$ The Board may, if it thinks fit, receive from any member willing to advance the same, and either in money or money's worth, all or any part of the money uncalled and unpaid or instalments payable upon any shares held by him, and upon all or any of the moneys so advanced the Company may pay interest at such rate (if any) not exceeding twenty per cent. per annum as the Board may decide but a payment in advance of a call shall not entitle the member to receive any dividend or to exercise any other rights or privileges as a member in respect of the share or the due portion of the shares upon which
payment has been advanced by such member before it is called up. The Board may at any time repay the amount so advanced upon giving to such member not less than one month's notice in writing of their intention in that behalf, unless before the expiration of such notice the amount so advanced shall have been called up on the shares in respect of which it was advanced.

TRANSFER OF SHARES

Subject to the Companies Act, all transfers of shares may be effected by transfer in writing in the usual or common form or in such other form as the Board may accept and may be under hand or by means
mechanically imprinted signatures. Note 3 of

The instrument of transfer of any share shall be 37. of executed by or on behalf of the transferor and the transferee provided that the Board may dispense with the execution of the instrument of transfer by the transferee in any case in which it thinks fit, in its absolute
discretion, to do so. The transferor shall be deemed to
remain the holder of the share until the name of the transferee is entered in the register in respect thereof. Nothing in these Bye-Laws shall preclude the Board from recognising a renunciation of the allotment or provisional allotment of any share by the allottee in favour of some other person.

Sums payable on allotment deemed a call

Shares may be issued subject to different conditions as to calls, etc.

Payment of calls in advance

Form of transfer

Execution transfer

(A) The Board may, in its absolute discretion, at any time and from time to time transfer any share upon the Principal Register to any branch register or any share on any branch register to the Principal Register or any other branch register.

Unless the Board otherwise agrees (which $(B)$ agreement may be on such terms and subject to such conditions as the Board in its absolute discretion may from time to time stipulate, and which agreement it shall, without giving any reason therefor, be entitled in its absolute discretion to give or withhold) no shares on the Principal Register shall be transferred to any branch register nor shall shares on any branch register nor shall shares on any branch register be transferred to the Principal Register or any other branch register and all transfers and other documents of title shall be lodged for registration, and registered, in the case of any shares on a branch register, at the relevant Registration
Office, and, in the case of any shares on the Principal
Register, at the Transfer Office. Unless the Board otherwise agrees, all transfers and other documents of title shall be lodged for registration with, and registered at, the relevant Registration Office.

Notwithstanding anything contained in this Bye- $(C)$ Law, the Company shall as soon as practicable and on a
regular basis record in the Principal Register all transfers of shares effected on any branch register and shall at all times maintain the Principal Register in all respects in accordance with the Companies Act.

The Board may, in its absolute discretion, and 39. without assigning any reason, refuse to register a transfer of any share (not being a fully paid up share) to a person of whom it does not approve or any share issued under any share incentive scheme for employees upon which a restriction on transfer imposed thereby still subsists, and it may also refuse to register any transfer of any share (whether fully paid or not) to more than four joint holders or any transfer of any share (not being a fully paid up share) on which the Company has a lien.

39A. Notwithstanding any other provisions of these byelaws, no powers shall be taken to freeze or otherwise impair any of the rights attaching to any share by reason only that the person or persons who are interested
directly or indirectly therein have failed to disclose their interests to the Company. Note 2

Shares registered on Principal Register, branch register, etc.

Board may refuse to register a transfer

The Board may also decline to recognise any instrument of transfer unless:-
such sum, if any, (not exceeding, in the case $(i)$ of any share capital listed on a stock exchange in Hong Kong, such sum as The Stock Exchange of Hong Kong Limited may prescribe or such lesser sum as the Board may from time to time require is paid to the Company in respect thereof, and, in the case of any other
capital, such sum in such currency as the Board may from time to time determine to be reasonable in the territory in which the relevant register is situate, or otherwise such other sum as the Company may by Ordinary Resolution determine) as the Board shall from
time to time determine has been paid; Note 3
$(i$ i) the instrument of transfer is lodged at the relevant Registration Office or, as the case may be, the Transfer Office accompanied by the certificate of the shares to which it relates, and such other evidence as the Board may reasonably require to show the right of the
transferor to make the transfer (and, if the
instrument of transfer is executed by some other person on his behalf, the authority of that person so to do);
(iii) the instrument of transfer is in respect of only one class of share;
$(iv)$ the shares concerned are free of any lien in favour of the Company;
$(\nu)$ if applicable, the instrument of transfer is properly stamped; and
$(vi)$ where applicable, the permission of the Bermuda Monetary Authority with respect thereto has been obtained.

No transfer of any shares (not being a fully paid up 41. share) shall be made to an infant or to a person of unsound mind or under other legal disability.

If the Board shall refuse to register a transfer of any share, it shall, within two months after the date on which the transfer was lodged with the Company, send to each of the transferor and the transferee notice of such refusal.

$No$ transfer to an infant

Notice of refusal

Upon every transfer of shares the certificate held by the transferor shall be given up to be cancelled, and shall forthwith be cancelled accordingly, and a new certificate shall be issued at a sum not exceeding the maximum fees prescribed by the rules, regulations or
codes of the stock exchange in the Relevant Territory from time to time to the transferee in respect of the shares transferred to him, and if any of the shares included in the certificate so given up shall be retained by the transferor a new certificate in respect thereof shall be issued to him at a sum not exceeding the maximum fees prescribed by the rules, regulations or codes of the

stock exchange in the Relevant Territory from time to
time. The Company shall also retain the instrument of
transfer. Note 3 transfer. 44. The registration of transfers may be suspended and

the register closed, on giving notice by advertisement in an appointed newspaper and in the Newspapers, at such times and for such periods as the Board may from time to time determine and either generally or in respect of any class of shares. The register shall not be closed for more than thirty days in any year.

TRANSMISSION OF SHARES

In the case of the death of a member, the survivor 45. or survivors where the deceased was a joint holder, and the legal personal representatives of the deceased where he was a sole or only surviving holder, shall be the only persons recognised by the Company as having any title to his interest in the shares; but nothing herein contained
shall release the estate of a deceased holder (whether sole or joint) from any liability in respect of any share solely or jointly held by him.

Any person becoming entitled to a share in consequence of the death or bankruptcy or winding-up of a member may, upon such evidence as to his title being
produced as may from time to time be required by the
Board, and subject as hereinafter provided, elect either to be registered himself as holder of the share or to have some person nominated by him registered as the transferee thereof.

Certificate to be given up $\cap$ n transfer

When transfer books and register may be closed

Deaths of registered holder or of joint
holder of shares

Registration of personal representatives and trustee in bankruptcy

If the person becoming entitled to a share pursuant to Bye-Law 46 shall elect to be registered himself, he shall deliver or send to the Company a notice in writing signed by him, at (unless the Board otherwise agrees) the Registration Office, stating that he so elects. If he shall elect to have his nominee registered, he shall testify his election by executing a transfer of such share to his nominee. All the limitations, restrictions and provisions of these presents relating to the right to transfer and the registration of transfers of shares shall be applicable to any such notice or transfer as aforesaid as if the death, bankruptcy or winding-up of the member had not occurred and the notice or transfer were a transfer executed by such member.

A person becoming entitled to a share by reason of 48. the death, bankruptcy or winding-up of the holder shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the share. However, the Board may, if it thinks fit, withhold the payment of any dividend payable or other advantages in respect of such share until such person shall become the registered holder of the share or shall have effectually transferred such share, but, subject to the requirements of Bye-Law 77 being met, such a person may vote at meetings.

FORFEITURE OF SHARES

If a member fails to pay any call or instalment of a call on the day appointed for payment thereof, the Board may, at any time thereafter during such time as any part call instalment remains оf the or unpaid, without prejudice to the provisions of Bye-Law 32, serve a notice on him requiring payment of so much of the call or instalment as is unpaid, together with any interest which may have accrued and which may still accrue up to the date of actual payment.

$50.$ The notice shall name a further day (not earlier than the expiration of fourteen days from the date of the notice) on or before which the payment required by the notice is to be made, and it shall also name the place where payment is to be made such place being either the Registered Office of the Company or such other place at which calls of the Company are usually made. The notice shall also state that, in the event of non-payment at or before the time appointed, the shares in respect of which the call was made will be liable to be forfeited.

If call or instalment not paid notice may be given

to be registered Registration of

nominee

Notice of election

Retention of dividends, etc. until transfer or transmission of shares of a deceased or bankrupt member

If the requirements of any such notice as aforesaid are not complied with, any share in respect of which the notice has been given may at any time thereafter, before the payment required by the notice has been made, be forfeited by a resolution of the Board to that effect. Such forfeiture shall include all dividends and bonuses declared in respect of the forfeited share and not actually paid before the forfeiture. The Directors may accept the surrender of any shares liable to be forfeited hereunder and in such cases references in these Bye-Laws to forfeiture shall include surrender.

Any share so forfeited shall be deemed to be the 52. property of the Company, and may be sold or otherwise disposed of on such terms and in such manner as the Board thinks fit and at any time before a sale or disposition the forfeiture may be cancelled on such terms as the Board thinks fit.

A person whose shares have been forfeited shall 53. cease to be a member in respect of the forfeited shares, but shall, notwithstanding, remain liable to pay to the Company all moneys which, at the date of forfeiture, were payable by him to the Company in respect of the shares, together with (if the Board shall in its discretion so require) interest thereon from the date of forfeiture until the date of actual payment at such rate not exceeding twenty per cent. per annum as the Board may prescribe, and the Board may enforce the payment thereof if it thinks fit, and without any deduction or allowance for the value of the shares at the date of forfeiture, but his liability shall cease if and when the Company shall have received payment in full of all such moneys in respect of the shares. For the purposes of this Bye-Law
any sum which by the terms of issue of a share, is
payable thereon at a fixed time which is subsequent to the date of forfeiture, whether on account of the nominal by way of premium, shall value of the share or notwithstanding that that time has not yet arrived be deemed to be payable at the date of forfeiture, and the same shall become due and payable immediately upon the forfeiture, but interest thereon shall only be payable in respect of any period between the said fixed time and the date of actual payment.

If notice not complied with shares may $he$ forfeited

Forfeited shares to become property of Company

Arrears to be paid notwithstanding forfeiture

A statutory declaration in writing that the declarant is a Director or the Secretary of the Company, and that a share in the Company has been duly forfeited or surrendered on a date stated in the declaration, shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share. The Company may receive the consideration, if any, given for the share on any sale or disposition thereof and may execute a transfer of the share in favour of the person to whom the share is sold or disposed of and he shall thereupon be registered as the holder of the share, and shall not be bound to see to the application of the purchase money, if any, nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the share.

When any share shall have been forfeited, notice of 55. the forfeiture shall be given to the member in whose name it stood immediately prior to the forfeiture, and an
entry of the forfeiture, with the date thereof, shall forthwith be made in the register, but no forfeiture shall be in any manner invalidated by any omission or neglect to give such notice or make any such entry.

Notwithstanding any such forfeiture as aforesaid the Board may at any time, before any shares so forfeited shall have been sold, re-allotted or otherwise disposed of, cancel the forfeiture on such terms as the Board thinks fit or permit the shares so forfeited to be bought back or redeemed upon the terms of payment of all calls and interest due upon and expenses incurred in respect of the shares, and upon such further terms (if any) as it thinks fit.

Forfeiture 57. The forfeiture of a share shall not prejudice the right of the Company to any call already made or instalment payment thereon.

not to prejudice Company's right to call or

(A) The provisions of these Bye-Laws as to forfeiture shall apply in the case of non-payment of any sum which, by terms of issue of a share, becomes payable at a fixed time, whether on account of the nominal value of the share or by way of premium, as if the same had shares been payable by virtue of a call duly made and notified.

(B) In the event of a forfeiture of shares the member shall be bound to deliver and shall forthwith deliver to the Company the certificate or certificates held by him for the shares so forfeited and in any event the certificates representing shares so forfeited shall be void and of no further effect.

Evidence оf forfeiture and transfer of forfeited share

Notice after forfeiture

Power to redeem forfeited shares

instalment Forfeiture for nonpayment of any sum due on

ALTERATION OF CAPITAL

The Company may from time to time by Ordinary 59. $(A)$ Resolution:-

consolidate or divide all or any of its share $(i)$ capital into shares of larger or smaller amount existing shares; and on any its than consolidation of fully paid shares into shares of larger amount, the Board may settle any difficulty which may arise as it thinks expedient and in particular (but without
prejudice to the generality of the foregoing) may as between the holders of shares to be consolidated determine which particular shares are to be consolidated into each consolidated share, and if it shall happen that any person become entitled to fractions of shall $\overline{a}$ consolidated share or shares, such fractions
may be sold by some person appointed by the Board for that purpose and the person so appointed may transfer the shares so sold to the purchaser thereof and the validity of such transfer shall not be questioned, and so that the net proceeds of such sale (after deduction of the expenses of such sale) may either be distributed among the persons who would
otherwise be entitled to a fraction or fractions of a consolidated share or shares rateably in accordance with their rights and interest or may be paid to the Company for the Company's benefit;
(ii) divide its shares into several classes and attach thereto respectively any preferential, deferred, qualified $\circ$ r special rights, privileges or conditions;
(iii) sub-divide its shares or any of them into shares of smaller amount than is fixed by the Memorandum of Association, subject nevertheless to the provisions of the Companies Act, and so that the resolution whereby any share is subdivided may determine that, as between the holders of the shares resulting from such subdivision, one or more of the shares may have any such preferred or other special rights
over, or may have such deferred rights or be subject to any such restrictions as compared with the others as the Company has power to attach to unissued or new shares;

Consolidation and division of capital and subdivision and cancellation of

(iv) cancel any shares which at the date of the passing of the resolution have not been taken or agreed to be taken by any person, and diminish the amount of its share capital by the amount of the shares so cancelled; and
$(v)$ make provision for the issue and allotment of shares which do not carry any voting rights.

(B) The Company may by Special Resolution reduce
its share capital, any capital redemption reserve fund or Reduction of capital any share premium account or other undistributable
reserve in any manner authorised and subject to any conditions prescribed by law.

GENERAL MEETINGS

The Company shall in each year hold a general 60. When annual meeting as its annual general meeting in addition to any other meeting in that year and shall specify the meeting as such in the notice calling it; and not more than be held fifteen months shall elapse between the date of one annual general meeting of the Company and that of the The annual general meeting shall be held in the next. Relevant Territory or elsewhere as may be determined by the Board and at such time and place as the Board shall appoint.

All general meetings other than annual general Special general meetings shall be called special general meetings.

meeting

The Board may, whenever it thinks fit, convene a 62. Convening special general meeting, and special general meetings
shall also be convened on requisition, as provided by the of special general meeting Companies Act, or, in default, may be convened by the requisitionists.

general meeting to

An annual general meeting and a meeting called for the passing of a Special Resolution shall be called by at least twenty-one days notice in writing, and a meeting of the Company other than an annual general meeting or a meeting for the passing of a Special Resolution shall be called by at least fourteen days notice in writing. The notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which it is given, and shall specify the place, the day and the hour of meeting and, in case of special business, the general nature of that business, and shall be given, in manner hereinafter mentioned or in such other manner, if any, as may be prescribed by the Company in general meeting, to such persons as are, under these Bye-Laws, entitled to receive such notices from the Company,
provided that subject to the provisions of the Companies Act, a meeting of the Company shall notwithstanding that it is called by shorter notice than that specified in this Bye-Law be deemed to have been duly called if it is so agreed:-
$(i)$ in the case of a meeting called as the annual general meeting, by all the members entitled to attend and vote thereat; and
(ii) in the case of any other meeting, by a majority in number of the members having a right to attend and vote at the meeting, being a majority together holding not less than ninety-five per cent. in nominal value of the shares giving that right.
(A) The accidental omission to give any notice to, or the non-receipt of any notice by, any person entitled to receive notice shall not invalidate any resolution passed or any proceedings at any such meeting.

In the case where instruments of proxy are sent $(B)$ out with any notice, the accidental omission to send such instrument of proxy to, or the non-receipt of such instrument of proxy by, any person entitled to receive notice shall not invalidate any resolution passed or any proceeding at any such meeting.

Omission to give notice

Notice of meetings

PROCEEDINGS AT GENERAL MEETINGS

business shall be deemed special that is 65. All transacted at a special general meeting, and also all business that is transacted at an annual general meeting with the exception of sanctioning dividends, the reading,
considering and adopting of the accounts and balance
sheet and the reports of the Directors and Auditors and other documents required to be annexed to the balance sheet, the election of Directors and appointment of Auditors and other officers in the place of those retiring, the fixing of the remuneration of the Auditors, and the voting of remuneration or extra remuneration to the Directors.

For all purposes the quorum for a general meeting Quorum shall be two members present in person (or, in the case of member being a corporation, by its duly authorised representative) or by proxy and entitled to vote. $N_O$ business shall be transacted at any general meeting unless the requisite quorum shall be present at the commencement of the meeting.
If within fifteen minutes from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of members, shall be dissolved, but in any other case it shall stand adjourned to the same day in the next week and at such time and place as shall be decided by the Board.
The Chairman (if any) of the Board or, if he is absent or declines to take the chair at such meeting, the Deputy Chairman (if any) shall take the chair at every general meeting, or, if there be no such Chairman or
Deputy Chairman, or, if at any general meeting neither of such Chairman or Deputy Chairman is present within
fifteen minutes after the time appointed for holding such meeting, or both such persons decline to take the chair at such meeting, the Directors present shall choose one of their number as Chairman, and if no Director be present or if all the Directors present decline to take the chair or if the Chairman chosen shall retire from the chair, then the members present shall choose one of their number to be Chairman.

Special business Business of annual qeneral

meeting

When if quorum not present meeting to he dissolved and when to be adjourned

Chairman of general meeting

The Chairman may, with the consent of any general meeting at which a quorum is present, and shall, if so directed by the meeting, adjourn any meeting from time to time and from place to place as the meeting shall determine. Whenever a meeting is adjourned for fourteen days or more, at least seven clear days' notice,
specifying the place, the day and the hour of the
adjourned meeting shall be given in the same manner as in the case of an original meeting but it shall not be necessary to specify in such notice the nature of the business to be transacted at the adjourned meeting. Save as aforesaid, no member shall be entitled to any notice of an adjournment or of the business to be transacted at
any adjourned meeting. No business shall be transacted at any adjourned meeting other than the business which might have been transacted at the meeting from which the adjournment took place.

Subject to any special rights or restrictions as to 70. voting for the time being attached to any shares by or in accordance with these Bye-Laws, at any general meeting on a show of hands every member present in person (or being a corporation, is present by its duly authorised representative), or by proxy shall have one vote and on a poll every member present in person or by proxy or, in the case of a member being a corporation, by its duly authorised representative shall have one vote for every fully paid share of which he is the holder but so that no amount paid up or credited as paid up on a share in advance of calls or instalments is treated for the shares. foregoing purposes as paid up on the Notwithstanding anything contained in these Bye-Laws, where more than one proxy is appointed by a member which is a clearing house (or its nominee(s)), each such proxy shall have one vote on a show of hands. A resolution put
to the vote of a meeting shall be decided on a show of hands unless voting by way of a poll is required by the rules of the Designated Stock Exchange or (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is demanded:

by the chairman of such meeting; or $(a)$
by at least three members present in person or $(b)$ in the case of a member being a corporation by its duly authorised representative or by proxy for the time being entitled to vote at the meeting; or
by a member or members present in person or in $(C)$ the case of a member being a corporation by its duly authorised representative or by proxy and representing not less than one-tenth of the total voting rights of all members having the right to vote at the meeting; or

Power to adjourn general meeting, business of adjourned meeting

What is to be evidence of the passing of a resolution where poll not demanded

$(d)$ by a member or members present in person or in the case of a member being a corporation by its duly authorised representative or by proxy and holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all shares conferring that right; or
if required by the rules of the Designated
Stock Exchange, by any Director or Directors $(e)$ who, individually or collectively, hold proxies in respect of shares representing five per cent. (5%) or more of the total voting rights at such meeting.

A demand by a person as proxy for a member or in the case of a Member being a corporation by its duly authorised representative shall be deemed to be the same
as a demand by a Member. Note 7

a poll is demanded as aforesaid, it shall Poll 71. If (subject as provided in Bye-Law 72) be taken in such manner (including the use of ballot or voting papers or tickets) and at such time and place, not being more than
thirty days from the date of the meeting or adjourned meeting at which the poll was demanded, as the Chairman directs. No notice need be given of a poll not taken immediately. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. The Company shall only be required to disclose
the voting figures on a poll if such disclosure is required by the rules of the Designated Stock Exchange. The demand for a poll may be withdrawn, with the consent of the Chairman, at any time before the close of the meeting or the taking of the poll, whichever is the earlier.

Any poll duly demanded on the election of a Chairman of a meeting or on any question of adjournment shall be taken at the meeting and without adjournment.

In what case poll taken without adjournment

In the case of an equality of votes, whether on a show of hands or on a poll, the Chairman of the meeting
at which the show of hands takes place or at which the poll is demanded, shall be entitled to a second or casting vote. In case of any dispute as to the admission or rejection of any vote the Chairman shall determine the same, and such determination shall be final and conclusive.

Chairman to have casting vote

The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which a poll has been demanded.

may proceed notwithstanding demand for poll

Business

Approval 75. For the purposes of section 106 of the Companies Act, a Special Resolution of the Company, and of any
relevant class of shareholders, shall be required to of amalqamation approve any amalgamation agreement as referred to in that agreement section.

VOTES OF MEMBERS

Subject to any special rights, privileges Votes of 76. $O_L$ members restrictions as to voting for the time being attached to any class or classes of shares, at any general meeting on a show of hands every member who is present in person (or, in the case of a member being a corporation, by its duly authorised representative) shall have one vote, and on a poll every member present in person (or, in the case of a member being a corporation, by its duly authorised
representative) or by proxy, shall have one vote for every share of which he is the holder which is fully paid up or credited as fully paid up (but so that no amount paid up or credited as paid up on a share in advance of calls or instalments shall be treated for the purposes of this Bye-Law as paid up on the share). On a poll a member entitled to more than one vote need not use all his votes or cast all the votes he uses in the same way.

Any person entitled under Bye-Law 46 to he registered as the holder of any shares may vote at any general meeting in respect thereof in the same manner as if he were the registered holder of such shares, provided that at least 48 hours before the time of the holding of the meeting or adjourned meeting (as the case may be) at which he proposes to vote, he shall satisfy the Board of his right to be registered as the holder of such shares or the Board shall have previously admitted his right to vote at such meeting in respect thereof.
Where there are joint registered holders of any Joint share, any one of such persons may vote at any meeting, holders either personally or by proxy, in respect of such share
as if he were solely entitled thereto; but if more than one of such joint holders be present at any meeting personally or by proxy, that one of the said persons so present whose name stands first on the register in respect of such share shall alone be entitled to vote in respect of thereof. Several executors or administrators of a deceased member in whose name any share stands first shall for the purposes of this Bye-Law be deemed joint holders thereof.
A member of unsound mind or in respect of whom an order has been made by any court having jurisdiction in lunacy may vote, whether on a show of hands or on a poll, by his committee, receiver, curator bonis or other person in the nature of a committee, receiver or curator bonis
appointed by that court, and any such committee, receiver, curator bonis or other person may on a poll vote by proxy. Evidence to the satisfaction of the Board of the authority of the person claiming to exercise the right to vote shall be delivered to such place or one of such places (if any) as is specified in accordance with these Bye-Laws for the deposit of instruments of proxy
or, if no place is specified, at the Registration Office.

(A) Save as expressly provided in these Bye-Laws, 80. no person other than a member duly registered and who shall have paid everything for the time being due from him payable to the Company in respect of his shares shall be entitled to be present or to vote (save as proxy for
another member) either personally or by proxy or to be reckoned in a quorum, at any general meeting.

$(B)$ objection shall be raised the No to qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is given or tendered, and every vote not disallowed at such
meeting shall be valid for all purposes. Any such
objection made in due time shall be referred to the Chairman, whose decision shall be final and conclusive.

$(C)$ Where the Company has knowledge that any member is, under the rules of the stock exchange on which the shares of the Company are listed or quoted, 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 Note 6 shall not be counted.

Votes of member of unsound mind

Qualification for voting

Objections to votes

Any Member entitled to attend and vote at a meeting Proxies of the Company or a meeting of the holders of any class of shares in the Company shall be entitled to appoint another person as his proxy to attend and vote instead of him. A proxy need not be a Member. A Member who is the holder of two 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
provided that if more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed. $\overline{A}$ proxy shall be entitled to exercise the same powers on behalf of a Member who is an individual and for whom he acts as proxy as such Member could exercise. Tn. addition, a proxy shall be entitled to exercise the same powers on behalf of a Member who is an individual and for whom he acts as proxy as such Member could exercise. In addition, a proxy shall be entitled to exercise the same powers on behalf of a Member which is a corporation and for which he acts as proxy as such Member could exercise
if it were an individual Member. Notes 1 & 3
The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing, or if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorised.
The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority shall be deposited at such place or one of such places (if any) as is specified in the notice of meeting or in the instrument of proxy issued by the Company (or, if no place is specified, at the Registration Office) not less than forty-eight hours before the time for holding
the meeting or adjourned meeting or poll (as the case may be) at which the person named in such instrument proposes to vote, and in default the instrument of proxy shall not be treated as valid. No instrument appointing a proxy shall be valid after the expiration of twelve months from the date of its execution, except at an adjourned meeting or on a poll demanded at a meeting or an adjourned
meeting in a case where the meeting was originally held within twelve months from such date. Delivery of an instrument appointing a proxy shall not preclude a member from attending and voting in person at the meeting or upon the poll concerned and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

Instrument appointing proxy to be in writing

Appointment of proxy must be deposited

Every instrument of proxy, whether for a specified Form of meeting or otherwise, shall be in such form as the Board proxy may from time to time approve.
The instrument appointing a proxy to vote at a general meeting shall: (i) be deemed to confer authority
upon the proxy to demand or join in demanding a poll and to vote on any resolution (or amendment thereto) put to the meeting for which it is given as the proxy thinks Provided that any form issued to a member for use fit. by him for appointing a proxy to attend and vote at a special general meeting or at an annual general meeting at which any business is to be transacted shall be such as to enable the member, according to his intentions, to instruct the proxy to vote in favour of or against (or, in default of instructions, to exercise his discretion in respect of) each resolution dealing with any such business; and (ii) unless the contrary is stated therein, be valid as well for any adjournment of the meeting as for the meeting to which it relates.
A vote given in accordance with the terms of an instrument of proxy or power of attorney or by the duly authorised representative of a corporation shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or power of attorney or other authority under which the proxy was executed or the transfer of the share in respect of which the proxy is given, provided that no intimation in writing of such death, insanity, revocation or transfer as aforesaid shall have been received by the Company at its Registration Office, or at such other place as is referred to in Bye-Law 83, at least two hours before the commencement of the meeting or adjourned meeting at which the proxy is used.
(A) Any corporation which is a member of the Company may, by resolution of its directors or other governing body or by power of attorney, authorise such person as it thinks fit to act as its representative at any meeting of the Company or of any class of members of the Company, and the person so authorised shall be entitled to
exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were an individual member of the Company. References in these Bye-Laws to a member present in person at a meeting shall, unless the context otherwise requires, include a corporation which is a member represented at the meeting by such duly authorised representative.

Authority under instrument appointing proxy

When vote by proxy valid though authority revoked

Corporation acting by representatives at meetings

(B) If permitted by the Companies Act, a Clearing
House (or its nominee) if a corporation being a member, may authorise such 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 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 Bye-law shall be entitled to exercise the same rights and powers as if such person was the registered holder of the shares of the Company held by the Clearing House (or its nominee).

REGISTERED OFFICE

Registered 88. The Registered Office of the Company shall be at office such place in Bermuda as the Board shall from time to time appoint.

BOARD OF DIRECTORS

The number of Directors shall not be less than two. Constitu-The Board shall cause to be kept a register of the tion of Board Directors and Secretaries.
The Company in general meeting may by ordinary
resolution elect a person or persons qualified to be
Directors to act as Directors in the alternative to any Alternate Directors of the Directors of the Company or may authorise the Board to appoint such alternate Directors. Any alternate Director may be removed by the Company in general meeting by ordinary resolution and, if appointed by the Board, may be removed by the Board and, subject thereto, the office of alternate Director shall continue until the next annual election of Directors in accordance with Bye-Law 99 or, if earlier, the date on which the relevant Director ceases to be a Director. An alternate Director may also be a Director in his own right and may act as alternate to more than one Director.
A Director may at any time, by notice in writing
signed by him delivered to the Registered Office of the Rights of alternate Company or at the Head Office or at a meeting of the Directors Board, appoint any person (including another Director) to act as alternate Director in his place during his absence and may in like manner at any time determine such appointment. If such person is not another Director such appointment unless previously approved by the Board shall have effect only upon and subject to being so approved. The appointment of an alternate Director shall determine on the happening of any event which were he a Director, would cause him to vacate such office or if his appointor ceases to be a Director.
A Director or an alternate director shall not be required to hold any qualification shares but shall nevertheless be entitled to attend and speak at all general meetings of the Company and of any class of members of the Company.
The Directors shall be entitled to receive by way of remuneration for their services as Directors such sum as shall from time to time be determined by the Company in general meeting, such sum (unless otherwise directed by the resolution by which it is voted) to be divided amongst the Directors in such proportions and in such manner as the Board may agree, or failing agreement,
equally, except that in such event any Director holding office for less than the whole of the relevant period in respect of which the remuneration is paid shall only rank in such division in proportion to the time during such period for which he has held office. The foregoing provisions shall not apply to a Director who holds any salaried employment or office in the Company except in the case of sums paid in respect of Directors fees.
The Directors shall also be entitled to be repaid Directors' expenses all travelling, hotel and other expenses reasonably incurred by them respectively in or about the performance of their duties as directors, including their expenses of travelling to and from board meetings, committee meetings or general meetings or otherwise incurred whilst engaged on the business of the Company or in the discharge of their duties as Directors.
The Board may grant special remuneration to any Director who, being called upon, shall perform any special or extra services to or at the request of the Company. Such special remuneration may be made payable to such Director in addition to or in substitution for his ordinary remuneration as a Director, and may be made payable by way of salary, commission or participation in profits or otherwise as may be arranged.
(A) Notwithstanding Bye-Laws 93, 94 and 95, the remuneration of a Managing Director, Joint Managing
Director, Deputy Managing Director or other Executive Director or a Director appointed to any other office in the management of the Company may from time to time be fixed by the Board and may be by way of salary, commission, or participation in profits or otherwise or by all or any of those modes and with such other benefits (including pension and/or gratuity and/or other benefits on retirement) and allowances as the Board may from time to time decide. Such remuneration shall be in addition to his remuneration as a Director.

Special remuneration

Remuneration of Managing Directors, etc.

$(B)$ Payments to any director or past director of the Company of any sum by way of compensation for loss of office or as consideration for or in connection with his retirement from office (not being a payment to which the director is contractually entitled) must be approved by the Company in general meeting.

$(A)$ A Director shall vacate his office:-

$(i)$ if he becomes bankrupt or has a receiving order made against him or suspends payment or compounds with his creditors generally;

(ii) if he becomes a lunatic or of unsound mind;
(iii) if he absents himself from the meetings of the Board during a continuous period of special leave six months, without of absence from the Board, and his alternate Director (if any) shall not during such period have attended in his stead, and the Board passes a resolution that he has by reason of such absence vacated his office;
(iv) if he becomes prohibited by law from acting as a Director;
$(v)$ if by notice in writing delivered to the Company at its Registered Office or at the Head Office he resigns his office;
(vi) if he shall be removed from office by an Ordinary Resolution of the Company under Bye-Law^{104. Note}

No Director shall be required to vacate office $(B)$ or be ineligible for re-election or re-appointment as a Director, and no person shall be ineligible for
appointment as a Director by reason only of his having attained any particular age.

$(A)$ Subject to the Companies Act, a Director may hold any other office or place of profit with the Company (except that of Auditor) in conjunction with his office of Director for such period and upon such terms as the Board may determine, and may be paid such extra remuneration therefor (whether of salary, by way commission, participation in profits or otherwise) as the Board may determine, and such extra remuneration shall be in addition to any remuneration provided for, by or pursuant to any other Bye-Law.

Payments for compensation for loss of office

When office of Director to be vacated

Directors' interests

(B) A Director may act by himself or his firm in a professional capacity for the Company (otherwise than as Auditor) and he or his firm shall be entitled to remuneration for professional services as if he were not a Director.

$(C)$ A Director of the Company may be or become a director or other officer of, or otherwise interested in, any company promoted by the Company or any other company in which the Company may be interested, and shall not be liable to account to the Company or the members for any remuneration, profit or other benefit received by him as a director or officer of or from his interest in such other company. The Board may also cause the voting power conferred by the shares in any other company held or owned by the Company to be exercised in such manner in all respects as it thinks fit, including the exercise thereof in favour of any resolution appointing the Directors or any of them to be directors or officers of such other company, or voting or providing for the payment of remuneration to the directors or officers of such other company.

A Director shall not vote or be counted in the $(D)$ quorum on any resolution of the Board concerning his own appointment as the holder of any office or place of profit with the Company or any other company in which the
Company is interested (including the arrangement or variation of the terms thereof, or the termination thereof).

$(E)$ Where arrangements are under consideration concerning the appointment (including the arrangement, remuneration or variation of the terms thereof, or the termination thereof) of two or more Directors or any of
the associate(s) of any such Director(s) to offices or places of profit with the Company or any other company in which the Company is interested, a separate resolution may be put in relation to each Director or, as the case may be, the associate(s) of such Director and in such case each of the Directors concerned shall be entitled to vote (and be counted in the quorum) in respect of each resolution except that concerning his own appointment or appointment of any of his associates (or the the arrangement or variation of the terms thereof, or the termination thereof) and (in the case of an office or place of profit with any such other company as aforesaid) where the other company is a company in which the Director and his associates in aggregate own 5 per cent. or more of the issued shares of any class of the voting equity share capital of such company or of the voting rights of any class of shares of such company (other than shares which carry no voting rights at general meetings and no or nugatory dividend and return of capital
rights). Note 6

Subject to the Companies Act and to the next $(F)$ paragraph of this Bye-Law, no Director or proposed or intended Director shall be disqualified from his office by contracting with the Company, either with regard to his tenure of any office or place of profit or as vendor, purchaser or in any other manner whatever, nor shall any such contract or any other contract or arrangement in
which any Director is in any way interested be liable to
be avoided, nor shall any Director so contracting or being so interested be liable to account to the Company or the members for any remuneration, profit or other benefits realised by any such contract or arrangement by reason of such Director holding that office or the fiduciary relationship thereby established.

(G) If to the knowledge of a Director, he or any of his associates, is in any way, whether directly or indirectly, interested in a contract or arrangement or proposed contract or arrangement with the Company, he shall declare the nature of his or, as the case may be, his associate(s)' interest at the meeting of the
Directors at which the question of entering into the into first contract or arrangement is taken consideration, if he knows his interest or that of his associate(s) then exists, or in any other case at the first meeting of the Directors after he knows that he or his associate(s) is or has become so interested. For the purposes of this Article, a general notice to the Directors by a Director to the effect that (a) he or his associate(s) is a shareholder 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 or his associate(s) 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 who is connected
with him or any of his associate(s), 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 Directors or the Director takes reasonable steps to secure that it is brought up and read at the next meeting of the Directors after it is given.

A Director shall not vote (nor be counted in $(H)$ the quorum) on any resolution of the Board in respect of any contract or arrangement or proposal in which he or any of his associate(s) has/have a material interest, and if he shall do so his vote shall not be counted (nor be counted in the quorum for that resolution), but this prohibition shall not apply to any of the following matters namely:-

$(i)$ any contract or arrangement or proposal for the giving by the Company of any security or indemnity to the Director or his associate(s) in respect of money lent or obligations
incurred or undertaken by him or any of them
at the request of or for the benefit of the Company or any company in which the Company has interests; or
$(iii)$ any contract or arrangement or proposal for the giving by the Company of any security or indemnity to a third party in respect of a
debt or obligation of the Company or any company in which the Company has interest for which the Director or his associate(s) has himself/themselves quaranteed or secured or otherwise assumed responsibility in whole or in part and whether alone or jointly under a quarantee or indemnity or by the giving of security;
any contract or arrangement or proposal $(iii)$ concerning an offer of shares or debentures or other 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; and/or for the purposes of making any representation, the giving of any covenants, undertakings or warranties or assuming any other obligations in connection with such offer:
$(i\vee)$ any contract or arrangement or proposal in which the Director or his associate(s) is /are interested in the same manner as other holders of such shares or debentures or other securities of the Company by virtue only of
his/their interest in shares or debentures or securities of the Company and/or other his/their being the offeror or one of the offerors or is interested in one of the offerors for the purchase or effective acquisition of such shares, debentures or other securities;
any contract or arrangement or proposal by
the Director or his associate(s) to subscribe $(v)$ for shares or debentures or other securities of the Company to be issued pursuant to any offer or invitation to the shareholders or debenture or securities holders of the
Company or to the public which does not provide the Director or his associate(s) any not accorded to any other privilege shareholders or debenture or securities holders of the Company or to the public;
any contract or arrangement or proposal $(vi)$ concerning any other company in which the or his Director associate(s) is/are or interested only, whether directly indirectly, as an officer or executive or shareholder or in which the Director or his associate(s) is/are beneficially interested in shares of that company, provided that the Director and any of his associates are not in aggregate beneficially interested in five (5) per cent. or more of the issued shares of any class of the voting equity share capital of such company (or of any third company through interest or that which his of his associate(s) is derived) or of the voting rights of any class of shares of such company (other than shares which carry no voting rights at general meetings and no or nugatory dividend and return of capital rights);
$(vii)$ any contract or proposal or arrangement concerning the benefit of employees of the Company or its subsidiaries including:
(a) the adoption, modification or operation of any employees' share scheme or any share incentive or share option scheme which the Director or his under associate(s) may benefit; or
(b) the adoption, modification or operation of a pension fund or retirement, death or disability benefits scheme which relates and to Directors, their associate(s) employees of the Company or any of its subsidiaries and does not provide in respect of any Director his $O_T$ associate(s), any privilege or advantage not generally accorded to the class of persons to which such scheme or fund relates.

(viii) any contract or proposal or arrangement concerning the purchase and/or maintenance of any insurance policy for the benefit of any Director, his associate(s), officer or employee pursuant to these Bye-Laws. Note 6

(I) A company shall be deemed to be a company in which a Director and/or his associate(s) own(s) 5 per cent. or more of any class of the voting equity share capital of such company or of the voting rights of any class of shares of such company if and so long as (but only if and so long as) he and/or his associates (either directly or indirectly) is/are the holder(s) of or beneficially interested in 5 per cent. 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 party through which his/their interest of 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 and any shares which carry no voting right at general meetings and no or very restrictive dividend and return of capital right. Note 6

Where a company in which a Director and/or his $(J)$ associate(s) in aggregate hold(s) 5 per cent. or more is/are materially interested in a transaction, then that Director and/or his associate(s) shall also be deemed materially interested in such transaction.

(K) 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 his associate(s) or as to the entitlement of any Director (other than such chairman) to vote or be counted in the quorum and such question is not resolved by his voluntarily agreeing to abstain from voting or not to be counted in the quorum, 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 and/or his associate(s) concerned as known to such Director has not been fairly disclosed to the If any question as aforesaid shall arise in Board. 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 be counted in the quorum and 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. Note b

APPOINTMENT AND RETIREMENT OF DIRECTORS

(A) Notwithstanding any other provisions in these
Bye-Laws or other terms on which any Director may be
engaged, at each annual general meeting, one-third of the Directors for the time being (or, if their number is not three or a multiple of three(3), then the number nearest to but not less than one-third) shall retire from office by rotation, provided that every Director, including those appointed for a specific term, shall be subject to retirement by rotation at least once every three years.

Rotation and retirement of Directors

The Directors to retire by rotation shall $(B)$ include (so far as necessary to obtain the number required) any Director who wishes to retire and not to offer himself for re-election. Any further Directors so to retire shall be those who have been longest in office since their last re-election or appointment and so that
as between persons who became or were last re-elected Directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot.

If at any general meeting at which an election of Directors ought to take place, the places of the retiring Directors are not filled, the retiring Directors or such of them as have not had their places filled shall be deemed to have been re-elected and shall, if willing, continue in office until the next annual general meeting and so on from year to year until their places are filled, unless:-

Retiring Directors to remain in office until successors appointed

it shall be determined at such meeting (i) to reduce the number of Directors; or
$(i)$ it is expressly resolved at such meeting not to fill up such vacated offices; or
(iii) in any such case the resolution for reelection of a Director is put to the Meeting and lost; or
$(iv)$ such Director has given notice in writing to the Company that he is not willing to be re-elected.
The Company in general meeting shall from time to time fix and may from time to time by Ordinary Resolution, increase or reduce the maximum and minimum number of Directors but so that the number of Directors shall never be less than two.
(A) Subject to the Statues and the provisions of these Bye-Laws, the Company may from time to time in general meeting by Ordinary Resolution elect any person to be a Director either to fill a casual vacancy or as an additional Director.

$(B)$ Subject to authorisation by the shareholders in a general meeting, the Directors shall until and unless such authorization shall be revoked, have power from time to time and at any time to appoint any person as a Director either to fill a casual vacancy or (subject to the provisions of the Companies Act) as an additional Director but so that the number of Directors so appointed shall not exceed the maximum number determined from time to time by the shareholders in general meeting. Any Director so appointed shall hold office only until the next following general meeting of the Company (in the case of the filling of casual vacancy) or the next follow annual general meeting of the Company (in the case of an additional Director) and shall then be eligible for reelection at the meeting but shall not be taken into
account in determining the Directors or the number of Directors who are to retire by rotation at such meeting.

(A) No person, other than a retiring Director, shall, unless recommended by the Board for election, be eligible for election to the office of Director at any general meeting, unless notice in writing by some member (not being the person to be proposed) entitled to attend and vote at the meeting for which such notice is given of his intention to propose that person for election as a Director and notice in writing by that person of his willingness to be elected shall have been given to the Company. The period for lodgement of the notice required under this Bye-law shall commence no earlier than the day immediately after the despatch of the notice of the general meeting appointed for such election and end no later than seven days prior to the date of such meeting, provided that such period shall be at least seven days.

(B) The Notices referred to in 103(A) shall be given to the Company by lodging them at the Head Office or at the Registration Office.

Notice to be given which person proposed for election

Power of qeneral meeting to increase or reduce number of Directors

Appointment of Directors

The Company may by Ordinary Resolution remove any Power to remove Director (including a Managing Director or other Director Executive Director) before the expiration of his period of office notwithstanding anything in these Bye-Laws or in any agreement between the Company and such Director (but without prejudice to any claim which such Director may have for damages for any breach of any contract between him and the Company) and may elect another person in his stead. Any person so elected shall hold office
only until the next following annual general meeting of the Company and shall then be eligible for re-election, but shall not be taken into account in determining the Directors who are to retire by rotation at such meeting. Note

BORROWING POWERS

Power to 105. The Board may from time to time at its discretion borrow exercise all the powers of the Company to raise or borrow or to secure the payment of any sum or sums of money for the purposes of the Company and to mortgage or charge its undertaking, property and uncalled capital or any part thereof.

The Board may raise or secure the payment or repayment Conditions of such sum or sums in such manner and upon such terms and on which conditions in all respects as it thinks fit and in particular money may by the issue of debentures, debenture stock, bonds or other he securities of the Company, whether outright or as collateral borrowed security for any debt, liability or obligation of the Company or of any third party.

Assignment 107. Debentures, debenture stock, bonds and other securities may be made assignable free from any equities between the Company and the person to whom the same may be issued.

Special 108. Any debentures, debenture stock, bonds or other privileges securities may be issued at a discount (other than shares), premium or otherwise and with any special privileges as to redemption, surrender, drawings,
allotment of shares, attending and voting at general meetings of the Company, appointment of Directors and otherwise.

(A) The Board shall cause a proper register to be Register of charges kept of all mortgages and charges specifically affecting to be kept the property of the Company and shall duly comply with such provisions of the Companies Act with regard to the registration of mortgages and charges as may be specified or required.

(B) If the Company issues a series of debentures or Register of debenture stock not transferrable by delivery, the Board debentures shall cause a proper register to be kept of the holders or of such debentures.

debenture stock

Where any uncalled capital of the Company Mortgage is оf charged, all persons taking any subsequent charge thereon uncalled shall take the same subject to such prior charge, and capital shall not be entitled, by notice to the members or otherwise, to obtain priority over such prior charge.

MANAGING DIRECTORS, ETC.

Powers to 111. The Board may from time to time appoint any one or appoint more of its body to the office of Managing Director, Managing Joint Managing Director, Deputy Managing Director or other Executive Director and/or such other office in the
management of the business of the Company as it may Directors, etc. decide for such period and upon such terms as it thinks fit and upon such terms as to remuneration as it may decide in accordance with Bye-Law 96.

Every Director appointed to an office under Bye-Law Removal of 111 hereof shall, but without prejudice to any claim for
damages for breach of any contract of service between Managing Director, etc. himself and the Company, be liable to be dismissed or removed therefrom by the Board.
A Director appointed to an office under Bye-Law 111 Cessation shall be subject to the same provisions as to rotation
resignation and removal as the other Directors of the
Company, and he shall ipso facto and immediately cease to of appointment hold such office if he shall cease to hold the office of Director for any cause.
The Board may from time to time entrust to and Powers may confer upon a Managing Director, Joint Managing Director, be delegated Deputy Managing Director or Executive Director all or any of the powers of the Board that it may think fit provided that the exercise of all powers by such Director shall be subject to such regulations and restrictions as the Board may from time to time make and impose, and the said powers may at any time be withdrawn, revoked or varied, but no person dealing in good faith and without notice of revocation or variation shall such withdrawal, he affected thereby.

MANAGEMENT

(A) The management of the business of the Company shall be vested in the Board which, in addition to the powers and authorities by these Bye-Laws expressly conferred upon it, may exercise all such powers and do all such acts and things as may be exercised or done or approved by the Company and are not hereby or by the Statutes expressly directed or required to be exercised or done by the Company in general meeting, but subject nevertheless to the provisions of the Statutes and of these Bye-Laws and to any regulations from time to time made by the Company in general meeting not being
inconsistent with such provisions of these Bye-Laws,
provided that no regulation so made shall invalidate any prior act of the Board which would have been valid if such requlation had not been made.

general Without prejudice to the powers $(B)$ conferred by these Bye-Laws, it is hereby expressly declared that the Board shall have the following powers:-

$(i)$ to give to any person the right or option of requiring at a future date that an allotment shall be made to him of any share at par or at such premium as may be agreed; and
(ii) to give to any Directors, officers or servants of the Company an interest in any $\circ r$ particular business or transaction participation in the profits thereof or in the general profits of the Company either in addition to or in substitution for a salary or other remuneration.

MANAGERS

The Board may from time to time appoint a general manager, manager or managers of the business of the Company and may fix his or their remuneration either by
way of salary or commission or by conferring the right to participation in the profits of the Company or by a combination of two or more of these modes and pay the working expenses of any of the staff of the general manager, manager or managers who may be employed by him or them upon the business of the Company.
The appointment of such general manager, manager or Tenure of office and managers may be for such period as the Board may decide powers and the Board may confer upon him or them all or any of the powers of the Board and such title or titles as they may think fit.

Appointment and remuneration of manager

General powers of Company vested in Board

The Board may enter into such agreement or agreements with any such general manager, manager or managers upon such terms and conditions in all respects as the Board may in their absolute discretion think fit, including a power for such general manager, manager or managers to appoint an assistant manager or managers or other employees whatsoever under them for the purpose of carrying on the business of the Company.

CHAIRMAN AND OTHER OFFICERS

The Board shall from time to time elect or otherwise Chairman appoint a director to be Chairman and may also, but shall not be required to, elect any Deputy Chairman (or two or more Deputy-Chairmen) or a President or Vice-President (or two or more Vice-Presidents) and determine the period for which each of them is to hold office Note . The Chairman or, in his absence, the Deputy Chairman shall preside at meetings of the Board, but if no such Chairman or Deputy Chairman be elected or appointed, or if at any meeting the Chairman or Deputy Chairman is not present within five minutes after the time appointed for holding the same, the Directors present shall choose one of their All the number to be Chairman of such meeting. provisions of Bye-Laws 112, 113 and 114 shall mutatis mutandis apply to any Directors elected or otherwise
appointed to any office in accordance with the provisions of this Bye-Law.

PROCEEDINGS OF THE DIRECTORS

The Board may meet together for the despatch of business, adjourn and otherwise regulate their meetings and proceedings as they think fit and may determine the quorum necessary for the transaction of business. Unless otherwise determined two Directors shall be a quorum. For the purpose of this Bye-Law an alternate Director shall be counted in a quorum but, notwithstanding that an alternate Director is also a Director or is an alternate for more than one Director, he shall for quorum purposes count as only one Director. Any Director may participate in a meeting of the Board or any Committee of the Board by means of a conference telephone of similar communications equipment by means of which all persons participating in the meeting are capable of hearing each other.

Meeting of the Board, quorum, etc.

Terms and conditions of appointment

A Director may, and on the request of a Director the Secretary shall, at any time summon a meeting of the Board which may be held in any part of the world provided that no such meeting shall be summoned to be held outside the territory in which the Head Office is for the time situate without the prior approval of the
cors. Notice thereof shall be given to each being Directors. Director and alternate Director either in writing or by telephone or by facsimile or through electronic means or by telex or telegram at the address or number or electronic address from time to time notified to the Company by such Director or in such other manner as the Board may from time to time determine. A Director absent or intended to be absent from the territory in which the Head Office is for the time being situate may request the Board that notices of Board meetings shall during his absence be sent in writing to him at his last known address or any other address given by him to the Company for this purpose, but such notices need not be given any earlier than notices given to Directors not so absent and in the absence of any such request it shall not be
necessary to give notice of a Board meeting to any Director who is for the time being absent from such A Director may waive notice of any meeting territory. either prospectively or retrospectively.
Questions arising at any meeting of the Board shall be decided by a majority of votes, and in case of an
equality of votes the Chairman shall have a second or casting vote.
A meeting of the Board for the time being at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions by or
under these Bye-Laws for the time being vested in or exercisable by the Board generally.

Board may delegate any of its powers to 124. The committees consisting of such member or members of its body and such other persons as the Board thinks fit, and
it may from time to time revoke such delegation or revoke the appointment of and discharge any such committees either wholly or in part, and either as to persons or purposes, but every committee so formed shall in the exercise of the powers so delegated conform to any regulations that may from time to time be imposed upon it by the Board.

All acts done by any such committee in conformity with such regulations and in fulfilment of the purposes for which it is appointed, but not otherwise, shall have the like force and effect as if done by the Board, and the Board shall have power, with the consent of the Company in general meeting, to remunerate the members of any special committee, and charge such remuneration to
the current expenses of the Company.

How questions to be decided

Convening of Board

meeting

Powers of meeting

Power to appoint committee and to delegate

Act of committee to be of same effect as acts of

Board

The meetings and proceedings of any such committee Proceedings of consisting of two or more members shall be governed by committee the provisions herein contained for regulating the meetings and proceedings of the Board so far as the same are applicable thereto and are not replaced by any regulations imposed by the Board pursuant to Bye-Law 124.
All acts bona fide done by any meeting of the Board or by any such committee or by any person acting as a Director shall, notwithstanding that $O_T$ it shall be afterwards discovered that there was some defect in the appointment of such Director or persons acting as aforesaid or that they or any of them were disqualified, be as valid as if every such person had been duly standing appointed and was qualified to be a director or member of defects such committee.
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 Bye-Laws as the necessary quorum of directors, the continuing Director or Directors 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.
A resolution in writing signed by all the Directors except such as are absent from the territory in which the Head Office is for the time being situate or temporarily unable to act through ill-health or disability (or their alternate Directors) shall (so long as such a resolution shall be signed by at least two Directors or their alternates and provided that a copy of such resolution
has been given or the contents thereof communicated to all the Directors for the time being entitled to receive notices of Board meetings) be as valid and effectual as if it had been passed at a meeting of the Board duly convened and held. Any such resolutions in writing may consist of several documents in like form each signed by one or more of the Directors or alternate Directors.

Directors'

Directors' powers when vacancies

resolutions

exists

When acts of Board committee to be valid notwith-

MINUTES

The Board shall cause minutes to be made of:- $130. (A)$

Minutes of proceedings of meetings and directors

all appointments of officers made by the $(i)$ Board;
(ii) the names of the Directors present at each meeting of the Board and of committees appointed pursuant to Bye-Law 124; and
(iii) all resolutions and proceedings at all meetings of the Company and of the Board and of such committees.

Any such minutes shall be conclusive evidence $(B)$ of any such proceedings if they purport to be signed by the Chairman of the meeting at which the proceedings were held or by the chairman of the next succeeding meeting.

$(C)$ The Directors shall duly comply with the provisions of the Companies Act in regard to keeping a Register of Members and to the production and furnishing of copies of or extracts from such Register.

(D) Any register, index, minute book, book of account or other book required by these presents or the Statutes to be kept by or on behalf of the Company may be kept either by making entries in bound books or by recording them in any other manner which shall include, without prejudice to the generality thereof, recording by means of magnetic tape, microfilm, computer or any other
non-manual system of recording. In any case in which
bound books are not used, the Directors shall take adequate precautions for guarding against falsification and for facilitating its discovery.

SECRETARY

The Secretary shall be appointed by the Board for such term, at such remuneration and upon such conditions as it may think fit, and any Secretary so appointed may be removed by the Board. Anything by the Statutes or these Bye-Laws required or authorised to be done by or to the Secretary, if the office is vacant or there is for any other reason no Secretary capable of acting, may be done by or to any assistant or deputy Secretary, or if there is no assistant or deputy Secretary capable of acting, by or to any officer of the Company authorised generally or specially on behalf of the Board. If the Secretary appointed is a corporation or other body, it may act and sign by the hand of any one or more of its directors or officers duly authorised.

Appointment of secretary

duties of the Secretary shall be those Duties of 132. The prescribed by the Companies Act and these Bye-Laws, the together with such other duties as may from time to time Secretary be prescribed by the Board.

A provision of the Statutes or of these Bye-Laws Same person not requiring or authorising a thing to be done by or to a to act in Director and the Secretary shall not be satisfied by its two being done by or to the same person acting both as capacities Director and as, or in place of, the Secretary. at once

GENERAL MANAGEMENT AND USE OF THE SEAL

The Company shall have one or more Seals as the $134. (A)$ Custody of Directors may determine. The Directors shall provide for
the safe custody of each Seal, and no Seal shall be used
without the authority of the Directors or a committee Seal authorised by the Directors in that behalf.

The Seal Every instrument to which a Seal shall be $(B)$ affixed shall be signed autographically by one Director and the Secretary or by two Directors or some other person appointed by the Board for the purpose provided that as regards any certificates for shares or debentures or other securities of the Company the Directors may by resolution determine that such signatures or either of them shall be dispensed with or affixed by some method or system of mechanical signature other than autographic as specified in such resolution or that such certificates need not be signed by any person.

(C) The Company may have a Securities Seal for use Securities for sealing certificates for shares or other securities Seal issued by the Company and no signature of any Director, officer or other person and no mechanical reproduction thereof shall be required on any such certificates or other document and any such certificates or other document to which such Securities Seal is affixed shall be valid and deemed to have been sealed and executed with the authority of the Board notwithstanding the absence of any such signature or mechanical reproduction as aforesaid.

Cheques 135. All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments, and all
receipts for moneys paid to the Company shall be signed, and banking arrangedrawn, accepted, indorsed or otherwise executed, as the ments case may be, in such manner as the Board shall from time to time by resolution determine. The Company's banking accounts shall be kept with such banker or bankers as the Board shall from time to time determine.

persons, whether nominated directly or indirectly by the Board, to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable
by the Board under these Bye-Laws) and for such period and subject to such conditions as it may think fit, and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Board may think fit, and may also authorise any such attorney to sub-delegate all or any of the powers, authorities and discretions vested in him.

The Company may, by writing under its Seal, $(B)$ empower any person, either generally or in respect of any specified matter, as its attorney to execute deeds and instruments on its behalf and to enter into contracts and sign the same on its behalf and every deed signed by such attorney on behalf of the Company and under his seal shall bind the Company and have the same effect as if it were under the Seal of the Company.

The Board may establish any committees, regional or local boards or agencies for managing any of the affairs of the Company, either in the Relevant Territory or elsewhere, and may appoint any persons to be members of such committees, regional or local boards or agencies and may fix their remuneration, and may delegate to any committee, regional or local board or agent any of the powers, authorities and discretions vested in the Board (other than its powers to make calls and forfeit shares), with power to sub-delegate, and may authorise the members of any regional or local board or any of them to fill any vacancies therein and to act notwithstanding vacancies, and any such appointment or delegation may be upon such terms and subject to such conditions as the Board may think fit, and the Board may remove any person so appointed and may annul or vary any such delegation, but
no person dealing in good faith and without notice of any such annulment or variation shall be affected thereby.

Regional or local boards

Execution

of deeds

attorney

Power to appoint

attorney

The Board may establish and maintain or procure the

establishment and maintenance of any contributory or noncontributory pension or superannuation funds for the benefit of, or give or procure the giving of donations, gratuities, pensions, allowances or emoluments to, any persons who are or were at any time in the employment or service of the Company, or of any company which is a subsidiary of the Company, or is allied or associated with the Company or with any such subsidiary company, or who are or were at any time directors or officers of the Company or of any such other company as aforesaid, and holding or who have held any salaried employment or
office in the Company or such other company, and the spouses, widows, widowers, families and dependants of any such persons. The Board may also establish and subsidise or subscribe to any institutions, associations, clubs or funds calculated to be for the benefit of or to advance the interests and well-being of the Company or of any such other company as aforesaid or of any such persons as aforesaid, and may make payments for or towards the insurance of any such persons as aforesaid, and subscribe or quarantee money for charitable or benevolent objects or for any exhibition or for any public, general or
useful object. The Board may do any of the matters aforesaid, either alone or in conjunction with any such Any Director holding any other company as aforesaid. shall be such employment or office entitled to participate in and retain for his own benefit any such donation, qratuity, pension, allowance or emolument.

AUTHENTICATION OF DOCUMENTS

Any Director or the Secretary or other authorised officer of the Company shall have power to authenticate any documents affecting the constitution of the Company resolutions passed by the Company or and any the Directors or any committee, and any books, records, documents and accounts relating to the business of the Company, and to certify copies thereof or extracts
therefrom as true copies of extracts; and where any books, records, documents or accounts are elsewhere than at the Registered Office or the Head Office, the local manager or such other officer of the Company having the custody thereof shall be deemed to be the authorised officer of the Company as aforesaid. A document purporting to be a copy of a resolution, or an extract from the minutes of a meeting, of the Company or of the Directors or any local board or committee which is certified as aforesaid shall be conclusive evidence in favour of all persons dealing with the Company upon the faith thereof that such resolution has been duly passed or, as the case may be, that any minute so extracted is a true and accurate record of proceedings at a duly constituted meeting.

Power to establish pension funds

CAPITALISATION OF RESERVES

$140. (A)$ The Company in general meeting may, upon the recommendation of the Board, resolve to capitalise any part of the Company's reserves (including any contributed surplus account and also including any share premium
account or other undistributable reserve, but subject to
the provisions of the law with regard to unrealised profits) or undivided profits not required for the payment or provision of the dividend on any shares with a preferential right to dividend, and accordingly that such part be sub-divided amongst the members who would have been entitled thereto if distributed by way of dividend and in the same proportions, on condition that the same
be not paid in cash but be applied either in or towards paying up any amounts for the time being unpaid on any shares held by such members respectively or paying up in full unissued shares or debentures or other securities of the Company to be allotted and distributed credited as fully paid to and amongst such members in the proportion aforesaid, or partly in one way and partly in the other
provided that for the purpose of this Bye-Law, any amount standing to the credit of share premium account may only be applied in the paying up of unissued shares to be issued to members of the Company as fully paid up shares.

Whenever such a resolution as aforesaid shall $(B)$ have been passed the Board shall make all appropriations and applications of the reserves or profits and undivided profits resolved to be capitalised thereby, and all allotments and issues of fully paid shares, debentures, and all or other securities and generally shall do all acts and things required to give effect thereto. For the purpose of giving effect to any resolution under this Bye-Law, the Board may settle any difficulty which may arise in
regard to a capitalisation issue as they think fit, and in particular may disregard fractional entitlements or round the same up or down and may determine that cash payments shall be made to any members in lieu of fractional entitlements or that fractions of such value as the Board may determine may be disregarded in order to adjust the rights of all parties or that fractional entitlements shall be aggregated and sold and the benefit shall accrue to the Company rather than to the members The Board may appoint any person to sign on concerned. the persons entitled to share $\mathsf{a}$ behalf in of capitalisation issue a contract for allotment and such appointment shall be effective and binding upon all and the contract may provide for concerned, the acceptance by such persons of the shares, debentures or other securities to be allotted and distributed to them respectively in satisfaction of their claims in respect of the sum so capitalised.

Power to capitalise

Effect of resolution to capitalise

DIVIDENDS AND RESERVES

The Company in general meeting may declare dividends in any currency but no dividends shall exceed the amount recommended by the Board.
(A) The Board may subject to Bye-Law 143 from time to time pay to the members such interim dividends as appear to the Board to be justified by the position of the Company and, in particular (but without prejudice to the generality of the foregoing), if at any time the
share capital of the Company is divided into different
classes, the Board may pay such interim dividends in
respect of those shares in the capital of the Company which confer to the holders thereof deferred or nonpreferential rights as well as in respect of those shares which confer on the holders thereof preferential rights with regard to dividend and provided that the Board acts bona fide the Board shall not incur any responsibility to the holders of shares conferring any preference for any damage that they may suffer by reason of the payment of an interim dividend on any shares having deferred or nonpreferential rights.

The Board may also pay half-yearly or at other $(B)$ suitable intervals to be settled by them any dividend
which may be payable at a fixed rate if the Board is of the opinion that the profits justify the payment.

(A) No dividend shall be paid otherwise than out of profits available for distribution (such profits being ascertained in accordance with the Companies Act). Distribution may also be made out of contributed surplus.

$(B)$ Subject to the provisions of the Companies Act (but without prejudice to paragraph (A) of this Bye-Law), where any asset, business or property is bought by the Company as from a past date (whether such date be before or after the incorporation of the Company) the profits and losses thereof as from such date may at the
discretion of the directors in whole or in part be
carried to revenue account and treated for all purposes as profits or losses of the Company, and be available for dividend accordingly. Subject as aforesaid, if any shares or securities are purchased cum dividend or interest, such dividend or interest may at the discretion of the Board be treated as revenue, and it shall not be obligatory to capitalise the same or any part thereof.

Dividend not to be paid out of capital

Power to declare dividends

Board's power to pay interim dividends

Subject to Bye-Law 143 (D) all dividends and $(C)$ other distributions in respect of shares in the Company shall be stated and discharged, in the case of shares denominated in Hong Kong dollars, in Hong Kong dollars, and in the case of shares denominated in United States dollars, in United States dollars, provided that, in the case of shares denominated in Hong Kong dollars, the Board may determine in the case of any distribution that shareholders may elect to receive the same in United States dollars or any other currency selected by the Board, conversion to be effected at such rate of exchange as the Board may determine.

(D) If, in the opinion of the Board, any dividend
or other distribution in respect of shares or any other payment to be made by the Company to any shareholder is of such a small amount as to make payment to that shareholder in the relevant currency impracticable or unduly expensive either for the Company or the shareholder then such dividend or other distribution or other payment may, at the discretion of the Board, be paid or made in the currency of the country of the relevant shareholder (as indicated by the address of such shareholder on the register).

Notice of the declaration of an interim dividend shall be given by advertisement in the Relevant Territory and in such other territory or territories as the Board may determine and in such manner as the Board shall determine.
No dividend or other moneys payable on or in respect of a share shall bear interest as against the Company.
Whenever the Board or the Company in general meeting have resolved that a dividend be paid or declared, the Board may further resolve that such dividend be satisfied wholly or in part by the distribution of specific assets any kind and in particular of paid up shares, of debentures or warrants to subscribe securities of the Company or any other company, or in any one or more of such ways, with or without offering any rights to
shareholders to elect to receive such dividend in cash, where any difficulty arises in regard to the and distribution the Board may settle the same as they think expedient, and in particular may disregard fractional entitlements or round the same up or down, and may 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 footing of the value so fixed in order to adjust the rights of all parties and may determine that fractional entitlements shall be aggregated and sold and the benefit shall accrue to the Company rather than to the members concerned, and may vest any such specific assets in trustees as may seem expedient to the Board and may appoint any person to sign any requisite instruments of transfer and other documents

Dividend in specie

on behalf of the persons entitled to the dividend and such appointment shall be effective. Where requisite, the Board may appoint any person to sign a contract on behalf of the persons entitled to the dividend and such The Board may resolve appointment shall be effective. that no such assets shall be made available or made to shareholders with registered addresses in any particular territory or territories being a territory or territories where, in the absence of a registration statement or other special formalities, this would or might, in the opinion of the Board, be unlawful or impracticable and in such event the only entitlement of the shareholders aforesaid shall be to receive cash payments as aforesaid. Shareholders affected as a result of the foregoing sentence shall not be or be deemed to be, a separate class of shareholders for any purpose whatsoever.

(A) Whenever the Board or the Company in general meeting have resolved that a dividend be paid or declared on the share capital of the Company, the Board may further resolve:-

Scrip dividends

either

$(i)$ that such dividend be satisfied wholly or in part in the form of an allotment of shares credited as fully paid up on the basis that the shares so allotted shall be of the same class or classes as the class or classes already held by the allottee, provided that the shareholders entitled thereto will be entitled to elect to receive such dividend (or part thereof) in cash in lieu of such allotment. In such case, the following provisions shall $apply:$
the basis of any such allotment shall $(a)$ be determined by the Board;
$(b)$ the Board, after determining the basis of allotment, shall give not less than two weeks notice in writing to the shareholders of the right of election accorded to them and shall send with such notice forms of election and specify the procedure to be followed and the place at which and the latest date and time by which duly completed forms of election must be lodged in order to be effective;
(c) the right of election may be exercised in respect of the whole or part of that portion of the dividend in respect of which the right of election has been accorded; and
the dividend (or that part of the
dividend to be satisfied by the $(d)$ allotment of shares as aforesaid) shall not be payable in cash on shares in respect whereof the cash election has not been duly exercised ("the non-elected shares") and in lieu and in satisfaction thereof shares shall be allotted credited as fully paid up to the holders of the non-elected shares on the basis of allotment determined as aforesaid and for such purpose the Board shall capitalise and apply out of any part of the undivided profits of the Company or any part of any of the Company's reserve accounts (including any special account, contributed surplus account, share premium and capital redemption account reserve fund (if there be any such reserve)) as the Board may determine, a sum equal to the aggregate nominal amount of the shares to be allotted on such basis and apply the same in paying up in full the appropriate number of shares for allotment and distribution to and amongst the holders of the non-elected shares on such basis.
such entitled to $(ii) that$ shareholders dividend will be entitled to elect to receive an allotment of shares credited as fully paid up in lieu of the whole or such
part of the dividend as the Directors may think fit on the basis that the shares so allotted shall be of the same class or classes as the class or classes of shares already held by the allottee. In such case, the following provisions shall $apply:$
the basis of any such allotment shall $(a)$ be determined by the Board;

the Board, after determining $(b)$ the basis of allotment, shall give not less than two weeks' notice in writing to the shareholder of the right of election accorded to them and shall send with such notice forms of election and specify the procedure to be followed and the place at which and the latest date and time by which duly completed forms of election must be lodged in order to be effective;
$(c)$ the right of election may be exercised in respect of the whole or part of that portion of the dividend in respect of which the right of election has been accorded; and
the dividend (or that part of the $(d)$ dividend in respect of which a right of election has been accorded) shall not be payable on shares in respect whereof the share election has been duly exercised ("the elected shares") and in lieu thereof shares shall be
allotted credited as fully paid up to the holders of the elected shares on the basis of allotment determined as aforesaid and for such purpose the Board shall capitalise and apply out of any part of the undivided profits of the Company or any part of any of the Company's reserve
(including any special accounts the account, contributed surplus account, share premium account and capital redemption reserve fund (if there be any such reserve)) as the Board may determine, a sum equal to the aggregate nominal amount of the shares to be allotted on such basis and apply the same in paying up in full the appropriate number of shares for allotment and distribution to and amongst the holders of the elected shares on such basis.

$(B)$ The shares allotted pursuant to the provisions of paragraph (A) of this Bye-Law shall rank pari passu in all respects with the shares then in issue save only as regards participation:-

$(i)$ in the relevant dividend (or the right to receive or to elect to receive an allotment of shares in lieu thereof $AS$ aforesaid); or
(ii) in any other distributions, bonuses or rights paid, made, declared or announced prior to or contemporaneously with the payment or declaration of the relevant dividend

unless, contemporaneously with the announcement by the Board of their proposal to apply the provisions of sub-
paragraph (i) or (ii) of paragraph (A) of this Bye-Law in
relation to the relevant dividend or contemporaneously with their announcement of the distribution, bonus or rights in question, the Board shall specify that the shares to be allotted pursuant to the provisions of of this Bye-Law shall paragraph $(A)$ rank for participation in such distribution, bonus or rights.

$(C)$ The Board may do all acts and things considered necessary or expedient to give effect to any capitalisation pursuant to the provisions of paragraph (A) of this Bye-Law with full power to the Board to make such provisions as they think fit in the case of shares becoming distributable in fractions (including provisions whereby, in whole or in part, fractional entitlements are aggregated and sold and the net proceeds distributed to those entitled, or are disregarded or rounded up or down or whereby the benefit of fractional entitlements accrues to the Company rather than to the members concerned). The Board may authorise any person to enter into on behalf of all members interested, an agreement with the Company providing for such capitalisation and matters
incidental thereto and any agreement made pursuant to such authority shall be effective and binding on all concerned.

The Company may upon the recommendation of the $(D)$ Board by Special Resolution resolve in respect of any one particular dividend of the Company that notwithstanding the provisions of paragraph (A) of this Bye-Law a
dividend may be satisfied wholly in the form of an allotment of shares credited as fully paid up without offering any right to shareholders to elect to receive such dividend in cash in lieu of such allotment.

The Board may on any occasion determine that (日) rights of election and the allotment of shares under paragraph (A) of this Bye-Law shall not be made available or made to any shareholders with registered addresses in any territory where in the absence of a registration statement or other special formalities the circulation of an offer of such rights of election or the allotment of shares would or might be unlawful, and in such event the provisions aforesaid shall be read and construed subject to such determination.

The Board may, before recommending any dividend, set Reserves aside out of the profits of the Company such sums as it thinks fit as a reserve or reserves which shall, at the discretion of the Board, be applicable for meeting claims on or liabilities of the Company or contingencies or for paying off any loan capital or for equalising dividends or for any other purpose to which the profits of the Company may be properly applied, and pending such
application may, at the like discretion, either be employed in the business of the Company or be invested in such investments (other than shares of the Company) as the Board may from time to time think fit, and so that it shall not be necessary to keep any investments constituting the reserve or reserves separate or distinct from any other investments of the Company. The Board may also without placing the same to reserve carry forward any profits which it may think prudent not to distribute by way of dividend.
Unless and to the extent that the rights attached to any shares or the terms of issue thereof otherwise provide, all dividends shall (as regards any shares not in fully paid throughout the period in respect of which the dividend is paid) be apportioned and paid pro rata according to the amounts paid or credited as paid up on the shares during any portion or portions of the period in respect of which the dividend is paid. For the purposes of this Bye-Law no amount paid on a share in advance of calls shall be treated as paid on the share.

$150. (A)$ The Board may retain any dividends or other οf moneys payable on or in respect of a share upon which the Company has a lien, and may apply the same in or towards etc. satisfaction of the debts, liabilities or engagements in respect of which the lien exists.

(B) The Board may deduct from any dividend or bonus Deduction of debts payable to any member all sums of money (if any) presently payable by him to the Company on account of calls, instalments or otherwise.

Dividends to be paid proportion to paid up capital

Retention dividends

Dividend 151. Any general meeting sanctioning a dividend may make and call a call on the members of such amount as the meeting together fixes, but so that the call on each member shall not exceed the dividend payable to him, and so that the call shall be made payable at the same time as the dividend, and the dividend may, if so arranged between the Company
and the member, be set off against the call.

A transfer of shares shall not pass the right to any Effect of transfer declared thereon before the dividend or bonus registration of the transfer.
If two or more persons are registered as joint
holders of any share, any one of such persons may give
effectual receipts for any dividends, interim dividends or bonuses and other moneys payable in respect of such shares.
Unless otherwise directed by the Board, any dividend or bonus may be paid by cheque or warrant sent through
the post to the registered address of the member entitled, or, in case of joint holders, to the registered address of that one whose name stands first in the register in respect of the joint holding or to such person and to such address as the holder or joint holders may in writing direct. Every cheque or warrant so sent shall be made payable to the order of the person to whom it is sent, and the payment of any such cheque or warrant shall operate as a good discharge to the Company in respect of the dividend and/or bonus represented thereby, notwithstanding that it may subsequently appear that the same has been stolen or that any endorsement thereon has been forged.
All dividends or bonuses unclaimed for one year after having been declared may be invested or otherwise made use of by the Board for the benefit of the Company until claimed and the Company shall not be constituted a trustee in respect thereof. All dividends or bonuses unclaimed for six years after having been declared may be forfeited by the Board and shall revert to the Company.
Any resolution declaring a dividend on shares of any class, whether a resolution of the Company in general meeting or a resolution of the Directors, may specify that the same shall be payable or distributable to the persons registered as the holder of such shares at the close of business on a particular date, notwithstanding that it may be a date prior to that on which the
resolution is passed, and thereupon the dividend shall be payable or distributable to them in accordance with their respective holdings so registered, but without prejudice to the rights inter se in respect of such dividend of transferors and transferees of any such shares. The provisions of this Bye-Law shall mutatis mutandis apply

Unclaimed

Receipt for dividends by joint holders of share

Payment by post

dividend

bonuses, capitalisation issues, distributions to of realised capital profits or offers or grants made by the Company to the members.

DISTRIBUTION OF REALISED CAPITAL PROFITS

Distribu-157. The Company in general meeting may at any time and tion of from time to time resolve that any surplus moneys in the realised hands of the Company representing capital profits arising from moneys received or recovered in respect of or
arising from the realisation of any capital assets of the capital profits Company or any investments representing the same and not required for the payment or provision of any fixed preferential dividend instead of being applied in the purchase of any other capital assets or for other capital purposes be distributed amongst the ordinary shareholders on the footing that they receive the same as capital and in the shares and proportions in which they would have
been entitled to receive the same if it had been distributed by way of dividend, provided that no such profits as aforesaid shall be so distributed unless there shall remain in the hands of the Company a sufficiency of other assets to answer in full the whole of the liabilities and paid-up share capital of the Company for the time being.

ANNUAL RETURNS

The Board shall make or cause to be made such annual Annual or other returns or filings as may be required to be made Returns in accordance with the Statutes.

ACCOUNTS

The Board shall cause true accounts to be kept of the sums of money received and expended by the Company,
and the matters in respect of which such receipts and expenditure take place; and of the property, assets,
credits and liabilities of the Company and of all other matters required by the Statutes or necessary to give a true and fair view of the state of the Company's affairs and to show and explain its transactions.
The books of account shall be kept at the Head Office or at such other place or places as the Board thinks fit and shall always be open to the inspection of the Directors provided that such records as are required by the Statutes shall also be kept at the Registered Office.

Accounts to be kept

Where accounts to be kept

No member (not being a Director) or other person shall have any right of inspecting any account or book or document of the Company except as conferred by the Statutes or ordered by a court of competent jurisdiction or authorised by the Board or the Company in general meeting.
(A) The Board shall from time to time cause to be prepared and laid before the Company at its annual general meeting such profit and loss accounts, balance sheets, group accounts (if any) and reports as are required by the Statutes.

(B) Every balance sheet of the Company shall be signed on behalf of the Board by two of the Directors and a copy of every balance sheet (including every document required by law to be comprised therein or annexed thereto) and profit and loss account which is to be laid before the Company at its annual general meeting,
together with a copy of the Directors' report and a copy of the Auditors' report, shall not less than twenty-one
days before the date of the meeting be sent to every member of, and every holder of debentures of, the Company and every person registered under Bye-Law 46 and every other person entitled to receive notices of general meetings of the Company, provided that this Bye-Law shall not require a copy of those documents to be sent to any person of whose address the Company is not aware or to more than one of the joint holders of any shares or debentures, but any member or holder of debentures to whom a copy of those documents has not been sent shall be entitled to receive a copy free of charge on application at the Head Office or the Registration Office. If all or any of the shares or debentures of the Company shall for the time being be (with the consent of the Company)
listed or dealt in on any stock exchange, there shall be forwarded to the appropriate officer of such stock exchange such number of copies of such documents as may for the time being be required under its requlations or practice.

AUDITORS

(A) Auditors shall be appointed and the terms and Appointtenure of such appointment and their duties at all times ment of Auditors regulated in accordance with the provisions of the Companies Act.

Inspection by members

Annual profit and loss account. and balance sheet

Annual report of Directors and balance sheet to be sent to members

The Company shall at each annual general $(B)$ meeting appoint one or more auditors to hold office until the conclusion of the next annual general meeting, but if an appointment is not made, the Auditor or Auditors in office shall continue in office until a successor is appointed. A Director, officer or employee of the Company or of any of its subsidiaries or a partner, officer or employee of any such Directors, officer or employee shall not be capable of being appointed Auditor of the Company. The Board may fill any casual vacancy in
the office of Auditor, but while any such vacancy
continues the surviving or continuing Auditor or Auditors (if any) may act. Subject as otherwise provided by the Companies Act, the remuneration of the Auditor or Auditors shall be fixed by or on the authority of the Company in the Annual General Meeting except that in any particular year the Company in general meeting may delegate the fixing of such remuneration to the Board and the remuneration of any Auditor appointed to fill any casual vacancy may be fixed by the Directors.

The Auditor or Auditors 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 as may be necessary for the performance of his or their duties, and the Auditor or Auditors shall make a report to the members on the accounts examined by him or them and on every balance sheet, consolidated balance sheet and consolidated profit and loss account intended to be laid before the Company in the annual general meeting during his or their tenure of office as required by the Statutes.
A person other than a retiring Auditor shall not be capable of being appointed Auditor at an annual general meeting unless notice of an intention to nominate that person to the office of Auditor has been given to the Company not less than fourteen days before the annual general meeting, and the Company shall send a copy of any such notice to the retiring Auditor and shall give notice thereof to the members not less than seven days before the annual general meeting provided that the above requirements may be waived by notice in writing by the retiring Auditor to the Secretary provided that if after a notice of the intention to nominate an Auditor has been so given an annual general meeting is called for a date fourteen days or less after that notice has been given, the notice, though not given within the time required by this provision, shall be deemed to have been properly given for the purposes thereof, and the notice to be sent or given by the Company may instead of being sent or given within the time required by this provision be sent or given at the same time as the notice of the annual general meeting.

Auditors to have right of access to books and accounts

Appointment of an auditor other than a retiring auditor

Subject to the provisions of the Companies Act, all acts done by any person acting as an Auditor shall, as regards all persons dealing in good faith with the Company, be valid, notwithstanding that there was some defect in his appointment or that he was at the time of his appointment not qualified for appointment or subsequently became disqualified.

NOTICES

Any notice or document to be given or issued under Service of notices these Bye-Laws shall be in writing, and may be served by the Company on any member either personally or by sending it through the post in a prepaid letter, envelope or wrapper addressed to such member at his registered address as appearing in the register or by delivering or leaving it at such registered address as aforesaid or (in the case of a notice) by advertisement in the Newspaper. In the case of joint holders of a share, all notices shall be given to that one of the joint holders whose
name stands first in the register and notice so given shall be sufficient notice to all the joint holders.
Any member whose registered address is outside the Relevant Territory may notify the Company in writing of
an address in the Relevant Territory which for the purpose of service of notice shall be deemed to be his registered address. Where the registered address of the member is outside the Relevant Territory, notice, if given through the post, shall be sent by prepaid airmail letter.
Any notice sent by post shall be deemed to have been served on the day following that on which the envelope or wrapper containing the same is put into a post office
situated within the Relevant Territory and in proving such service it shall be sufficient to prove that the envelope or wrapper containing notice was properly prepaid, addressed and put into such post office and a certificate in writing signed by the Secretary or other person appointed by the Board that the envelope or wrapper containing the notice was so addressed and put
into such post office shall be conclusive evidence thereof.
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

Members out of the Relevant Territory

When notice by post deemed to be served

Service of notice to persons entitled on death, mental disorder or bankruptcy 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.

Any person who by operation of law, transfer or Transferee to be 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.
Any notice or document delivered or sent by post to, or left at the registered address of any member in pursuance of these presents, shall notwithstanding that such member be then deceased or bankrupt and whether or not the Company has notice of his death or bankruptcy, be deemed to have been duly served in respect of any registered shares whether held solely or jointly with other persons by such member until some other person be registered in his stead as the holder or joint holder thereof, and such service shall for all purposes of these presents be deemed a sufficient service of such notice or document on his personal representatives and all persons (if any) jointly interested with him in any such shares.

How notice 173. The signature to any notice to be given by the to be Company may be written or printed.

INFORMATION

No member (not being a Director) shall be entitled Members to require discovery of or any information respecting any not entitled detail of the Company's trading or any matter which is or to may be in the nature of a trade secret, mystery of trade informaor secret process which may relate to the conduct of the tion business of the Company which in the opinion of the Board
it will be inexpedient in the interests of the members of the Company to communicate to the public.

WINDING UP

A resolution that the Company be wound up by the Modes of Court or be wound up voluntarily shall be a Special winding up Resolution.

Distribu-176. If the Company shall be wound up, the surplus assets tion of remaining after payment to all creditors shall be divided assets in among the members in proportion to the capital paid up on winding up the shares held by them respectively, and if such surplus assets shall be insufficient to repay the whole of the paid up capital, they shall be distributed so that, as nearly as may be, the losses shall be borne by the

bound by prior notices

Notice valid though member deceased, bankrupt

signed

members in proportion to the capital paid up on the shares held by them respectively, but all subject to the rights of any shares which may be issued on special terms and conditions.

If the Company shall be wound up (whether the liquidation is voluntary or by the Court) the liquidator
may, with the sanction of a Special Resolution, divide among the members in specie or kind the whole or any part of the assets of the company whether the assets shall consist of property of one kind or shall consist of properties of different kinds and the liquidator may, for such purpose, set such value as he deems fair upon any one or more class or classes of property to be divided as aforesaid and may determine how such division shall be carried out as between the members or different classes of members and the members within each class. The liquidator may, with the like sanction, vest any part of the assets in trustees upon such trusts for the benefit of members as the liquidator, with the like sanction, shall think fit, but so that no member shall be compelled to accept any shares or other assets upon which there is a liability.

INDEMNITY

Save and except so far as the provisions of this Bye-Law shall be avoided by any provisions of the
Statutes, the Directors, Managing Directors, alternate Directors, Auditors, Secretary and other officers for the time being of the Company and the trustees (if any) for the time being acting in relation to any of the affairs the Company, and their respective executors or $\circ$ f administrators, shall be indemnified and secured harmless
out of the assets of the Company from and against all
actions, costs, charges, losses, damages and expenses which they or any of them, their or any of their executors or administrators, shall or may incur or sustain by reason of any act done, concurred in or
omitted in or about the execution of their duty or
supposed duty in their respective offices or trusts,
except such (if any) as they shall incur or sustain through their own wilful neglect or default, fraud and dishonesty respectively, and none of them shall be answerable for the acts, receipts, neglects or defaults of any other of them, or for joining in any receipt for the sake of conformity, or for any bankers or other persons with whom any moneys or effects of the Company shall be lodged or deposited for safe custody, or for the insufficiency or deficiency of any security upon which any moneys of the Company shall be placed out or invested, or for any other loss, misfortune or damage which may happen in the execution of their respective offices or trusts, or in relation thereto, except as the
same shall happen by or through their own wilful neglect

Assets may be distributed in specie

Indemnity

or default, fraud and dishonesty respectively.

UNTRACEABLE MEMBERS

Without prejudice to the rights of the Company under Bye-Law 155 and the provisions of Bye-Law 180, the Company may cease sending such cheques for dividend entitlements or dividend warrants by post if such cheques or 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.
The Company shall have the power to sell, in such manner as the Board thinks fit, any shares of a member who is untraceable, but no such sale shall be made unless:-
all cheques or warrants, being not less $(i)$ 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 Bye-Laws of the Company have
remained uncashed;
(ii) 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 who is the holder of such
shares or of a person entitled to such shares by death, bankruptcy or operation of law;
(iii) the Company has caused an advertisement to be inserted in the Newspapers of its intention to sell such shares and a period of three months has elapsed since the date of such advertisement; and
notified the $(iv)$ the Company has stock exchange in the Relevant Territory of its intention to effect such sale.

For the purpose of the foregoing, "relevant period" means the period commencing twelve years before the date publication of the advertisement referred to in оf paragraph (iii) of this Bye-Law and ending at the expiry of the period referred to in that paragraph.

Company cease sending dividend warrants

Company may sell shares of untrace $able$ members

To give effect to any such sale the Board may authorise any person to transfer the said shares and the 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 proceeds it shall become indebted to the former member for an amount equal to such net proceeds. No trusts 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 Bye-Law shall be valid and effective
notwithstanding that the member holding the shares sold
is dead, bankrupt or otherwise under any legal disability or incapacity.

DESTRUCTION OF DOCUMENTS

Subject to the Companies Act, the Company may destroy:-

Destruction of Documents

any share certificate which has been cancelled $(a)$ at any time after the expiry of one year from the date of such cancellation;
any dividend mandate or any variation or $(b)$ cancellation thereof or any notification of
change of name or address at any time after the expiry of two years from the date on which such variation, cancellation mandate, $O_L$ notification was recorded by the Company;
any instrument of transfer of shares which has $(C)$ been registered at any time after the expiry of six years from the date of registration; and
any other document, on the basis of which any $(d)$ entry in the register is made, at any time after the expiry of six years from the date on which an entry in the register was first made in respect of it;

and it shall conclusively be presumed in favour of the Company that every share certificate so destroyed was a valid certificate duly and properly cancelled and that
every instrument of transfer so destroyed was a valid and effective instrument duly and properly registered and that every other document destroyed hereunder was a valid and effective document in accordance with the recorded particulars thereof in the books or records of the Company. Provided always that:-

the foregoing provisions of this Bye-Law $(i)$ shall apply only to the destruction of a document in good faith and without express notice to the Company that the preservation of such document was relevant to a claim;
(ii) nothing contained in this Bye-Law shall be construed as imposing upon the Company any liability in respect of the destruction of any such document earlier than as aforesaid or in any case where the
conditions of proviso (i) above are not fulfilled; and
(iii) references in this Bye-Law to the document destruction of any include reference to its disposal in any manner.

CHANGES IN APPLICABLE LAW

(The following provisions have been modified under this Bye-Law, whereas such effect, subject to subsequent amendments, has been reflected in these Bye-Laws under the relevant provisions so affected:-
$(i)$ $Bye-Law 6(C)$ ;
$(iii)$ Bye-Law 76;
(first modified by Bye-Law $(iii)$ Bye-Law 81 182, then amended by Special Resolution passed on 30 September 1996);
Bye-Law 91; $(iv)$
Bye-Law 92; $(v)$
(vi) Bye-Law 99 (first modified by Bye-Law 182, then amended by Special Resolution passed on 28 November 2006);
(vii) Bye-Law 119; and
(viii) Bye-Laws 183, 184 and 185 (in so far as not prohibited or inconsistent with any provision of the Statutes) be inserted after Bye-Law 182.)

RESIDENT REPRESENTATIVE

Pursuant to the provisions of the Statutes, the Board shall, for so long as the Company does not have a quorum of directors ordinarily resident in Bermuda,
appoint a Resident Representative as defined in the Statutes, to act on its behalf in Bermuda and to maintain all such records as may be required by the Statutes to be maintained in Bermuda and to make all necessary filings with the Ministry of Finance and Registrar of Companies in Bermuda as may be required by the Statutes and to fix his or their or its remuneration either by way of salary or fee for the period of the Resident Representative's service to the Company.

MAINTENANCE OF RECORDS

Mainten-184. The Company shall keep at the office of its Resident Representative, in accordance with the provisions of the ance of records Statutes, the following:-

minutes of all proceedings of general $(i)$ meetings of the Company;
(ii) all financial statements required to be prepared by the Company under the
Companies Act together with the auditor's report thereon;
(iii) all records of account required by Section 83 of the Companies Act to be kept in Bermuda;
(iv) all such documents as may be required in order to provide evidence of the continued listing of the Company on an appointed stock exchange within the meaning of the Companies Act; and
a register containing the names and
addresses and occupations of the Directors $(v)$ of the Company.

SUBSCRIPTION RIGHT RESERVE

(A) Subject to the Companies Act if, so long as any Subscripof the rights attached to any warrants issued by the
Company to subscribe for shares of the Company shall tion right reserve remain exercisable, the Company does any act or engages in any transaction which, as a result of any adjustments the subscription price in accordance with the to provisions applicable under the terms and conditions of the warrants, would reduce the subscription price to
below the par value of a share, then the following

Resident Representative

provisions shall apply:-

from the date of such act $(i)$ as $\circ$ r transaction the Company shall establish
and thereafter (subject as provided in this Bye-Law) maintain in accordance with the provisions of this Bye-Law a reserve (the "Subscription Right Reserve") the amount of which shall at no time be less than the sum which for the time being
would be required to be capitalised and applied in paying up in full the nominal amount of the additional shares required to be issued and allotted credited as fully paid pursuant to sub-paragraph (iii) below on the exercise in full of all the subscription rights outstanding and shall apply the Subscription Right Reserve in in paying up in full such difference respect of such additional shares as and when the same are allotted;
(ii) the Subscription Right Reserve shall not be used for any purpose other than that specified above unless all other reserves of the Company (other than share premium account and capital redemption reserve fund) have been used and will only be used to make good losses of the Company if and so far as is required by law;
(iii) upon the exercise of all or any of the
subscription rights represented by any warrant, the relevant subscription rights shall be exercisable in respect of a shares equal to the nominal amount of amount in cash which the holder of such warrant is required to pay on exercise of the subscription rights represented thereby (or, as the case may be the relevant portion thereof in the event of a partial exercise of the subscription rights) and, in addition, there shall be allotted in respect of such subscription rights to the exercising warrantholder, credited as fully paid, such additional
nominal amount of shares as is equal to the difference between:
the said amount in cash which the $(aa)$ holder of such warrant is required exercise of the to pay on subscription rights represented thereby (or, as the case may be, the relevant portion thereof in the

$(bb)$ the nominal amount of shares in respect of which such subscription rights would have been exercisable having regard to the provisions of the conditions of the warrants, had such it. been possible for subscription rights to represent the right to subscribe for shares at less than par,

and immediately upon such exercise so much of the sum standing to the credit of the Subscription Right Reserve as is required to pay up in full such additional nominal amount of shares shall be capitalised and applied in paying up in full such additional nominal amount of shares which shall forthwith be allotted credited as paid fully the exercising to warrantholder; and

(iv) if upon the exercise of the subscription rights represented by any warrant the amount standing to the credit of the Subscription Right Reserve is not in full sufficient to pay up such additional nominal amount of shares equal to such difference as aforesaid to which the exercising warrantholder is entitled, Board shall apply any profits or the thereafter becoming or reserves then (including, available to the extent permitted by law, contributed surplus account, share premium account and capital redemption reserve fund) for such purpose until such additional nominal amount of paid up and allotted shares is as aforesaid and until then no dividend or other distribution shall be paid or made
on the fully paid shares of the Company Pending such payment up then in issue. and allotment, the exercising warrantholder shall be issued by the Company with a certificate evidencing his right to the allotment of such additional amount of shares. The rights nominal represented by any such certificate shall be in registered form and shall be transferable in whole or in part in units of one share in the like manner as the the for shares time being are transferable, and the Company shall make

such arrangements in relation to the maintenance of a register therefor and other matters in relation thereto as the think fit and adequate Board may particulars thereof shall be made known to each relevant exercising warrantholder upon the issue of such certificate.

(B) Shares allotted pursuant to the provisions of
this Bye-Law shall rank pari passu in all respects with the other shares allotted on the relevant exercise of the subscription rights represented by the warrant concerned. Notwithstanding anything contained in paragraph (A) of this Bye-Law, no fraction of any share shall be allotted on exercise of the subscription rights.

(C) The provisions of this Bye-Law as to the
establishment and maintenance of the Subscription Right Reserve shall not be altered or added to in any way which would vary or abrogate, or which would have the effect of varying or abrogating, the provisions for the benefit of any warrantholder or class of warrantholders under this Bye-Law without the sanction of a special resolution of such warrantholders or class of warrantholders.

A certificate or report by the auditors for the $(D)$ time being of the Company as to whether or not the Subscription Right Reserve is required to be established and maintained and if so the amount thereof so required to be established and maintained, as to the purposes for which the Subscription Right Reserve has been used, as to
the extent to which it has been used to make good losses of the Company, as to the additional nominal amount of allotted to exercising shares required to be warrantholders credited as fully paid, and as to any other matter concerning the Subscription Right Reserve shall (in the absence of manifest error) be conclusive and binding upon the Company and all warrantholders and shareholders.

RECORD DATES

Notwithstanding any other provision of these Byelaws the Company or the Board may fix any date as the record date for any dividend, distribution, allotment or
issue and such record date may be on or at any time
before or after any date on which such dividend, distribution, allotment or issue is declared, paid or made.

STOCK

The following provisions shall have effect at any

time and from time to time that they are not prohibited or inconsistent with the Statutes:

The Company may by ordinary resolution convert $(1)$ any paid up shares into stock, and may from time to time
by like resolution reconvert any stock into paid up shares of any denomination.

The holders of stock may transfer the same or $(2)$ any part thereof in the same manner, and subject to the same regulations as and subject to which the shares from which the stock arose might prior to conversion have been transferred or as near thereto as circumstances admit, but the Directors may from time to time, if they think fit, fix the minimum amount of stock transferable and restrict or forbid the transfer of fractions of that minimum, but so that such minimum shall not exceed the nominal amount of the shares from which the stock arose. No warrants to bearer shall be issued in respect of any stock.

(3) The holders of stock shall, according to the amount of the stock held by them, have the same rights, privileges and advantages as regards dividends, participation in assets on a winding up, voting at meetings, and other matters, as if they held the shares from which the stock arose, but no such privilege or
advantage (except participation in the dividends and profits of the Company) shall be conferred by an amount of stock which would not, if existing in shares, have conferred such privilege or advantage.

Such of the provisions of these Bye-Laws as are $(4)$ applicable to paid up shares shall apply to stock, and the words "share" and "shareholder" therein shall include "stock" and "stockholder".

Notes:

1. provisions modified by Bye-Law 182.
1. amended by Special Resolution passed by the Members at an Annual General Meeting held on 10^th September, 1993.
1. amended by Special Resolution passed by the Members at an Annual General Meeting held on 30^th September, 1996.
1. amended by Ordinary Resolution passed by the Members at a Special General Meeting held on $23^{rd}$ April, 1997.
1. amended by Special Resolution passed by the Members at a Special General Meeting held on 16th April, 1998.
1. amended by Special Resolution passed by the Members at an Annual General Meeting held on $23^{rd}$ September, 2004.
1. amended by Special Resolution passed by the Members at a Special General Meeting held on 28^th November, 2006.

The English text of these bye-laws shall prevail over the Chinese text in case of discrepancies or inconsistencies.

AI assistant

DIT Group Limited — Governance Information 2012

49427_rns_2012-03-30_07425ac0-9be5-423a-b5e9-a4c323db9771.pdf

SOUTH EAST GROUP LIMITED

(東南國際集團有限公司)*

BYE-LAWS

TABLE OF CONTENTS

NEW BYE-LAWS

OF

SOUTH EAST GROUP LIMITED Note 5

PRELIMINARY

SHARES AND MODIFICATION OF RIGHTS

SHARES AND INCREASE OF CAPITAL

REGISTER OF MEMBERS AND SHARE CERTIFICATES

LIEN

CALLS ON SHARES

TRANSFER OF SHARES

TRANSMISSION OF SHARES

FORFEITURE OF SHARES

ALTERATION OF CAPITAL

GENERAL MEETINGS

PROCEEDINGS AT GENERAL MEETINGS

VOTES OF MEMBERS

REGISTERED OFFICE

BOARD OF DIRECTORS

APPOINTMENT AND RETIREMENT OF DIRECTORS

BORROWING POWERS

MANAGING DIRECTORS, ETC.

MANAGEMENT

MANAGERS

CHAIRMAN AND OTHER OFFICERS

PROCEEDINGS OF THE DIRECTORS

MINUTES

SECRETARY

GENERAL MANAGEMENT AND USE OF THE SEAL

AUTHENTICATION OF DOCUMENTS

CAPITALISATION OF RESERVES

DIVIDENDS AND RESERVES

DISTRIBUTION OF REALISED CAPITAL PROFITS

ANNUAL RETURNS

ACCOUNTS

AUDITORS

NOTICES

INFORMATION

WINDING UP

INDEMNITY

UNTRACEABLE MEMBERS

DESTRUCTION OF DOCUMENTS

CHANGES IN APPLICABLE LAW

RESIDENT REPRESENTATIVE

MAINTENANCE OF RECORDS

SUBSCRIPTION RIGHT RESERVE

RECORD DATES

STOCK

Notes:

More from DIT Group Limited

DIT Group Limited Governance Information 2012