LEFROY EXPLORATION LIMITED — Governance Information 2004

Jan 21, 2004

COUDERT BROTHERS

SOLICITORS AND INTERNATIONAL ATTORNEYS

LEVEL 8, GATEWAY I MACQUARIE PLACE SYDNEY NSW 2000 AUSTRALIA GPO BOX 1629 SYDNEY NSW 2001 AUSTRALIA TEL: (61-2) 9930-7500 FAX: (61-2) 9930-7600 DX: 119 SYDNEY URL: http://www.coudert.com

15 January 2004

Ms Kate Kidson Australian Stock Exchange Stock Exchange Centre 530 Collins Street MELBOURNE VIC 3000

ASIA/PACIFIC ALMATY, BANGKOK, BEIJING, HONG KONG, SHANGHAI, SINGAPORE, SYDNEY, TOKYO

EUROPF ANTWERP, BERLIN, BRUSSELS, FRANKFURT. GHENT, LONDON, MILAN, MOSCOW, MUNICH, PARIS, ROME, STOCKHOLM, ST. PETERSBURG

NORTH AMERICA LOS ANGELES, NEW YORK, PALO ALTO. SAN FRANCISCO, WASHINGTON

ASSOCIATED OFFICES BUDAPEST, JAKARTA, MEXICO CITY, PRAGUE

US Masters Holdings Limited

As requested, I enclose copies of the following as lodged with the Australian Securities and Investments Commission:

• $\mathbf{1}$ . Certificate of Incorporation; and
• $\overline{2}$ . Memorandum and Articles of Association.

Yours faithfully

Ron White

Direct line (61-2) 9930-7555 Direct fax (61-2) 9930-7600 Email ron.white@sydney.coudert.com

Partner Ron White Matter 0590982.05

Encl

$A^n$	TERRITORY OF THE BRITISH VIRGIN ISLANDS	TONAL BUSINESS COMPANIES ORDINANCE No. 8 of 1984) THE INTERNAT	(Section 1 NUTFICATE OF INCORPORATION ë	29457 ġ.	LIMITED Registrar of Companies of the British Virgin Islands DO HEREBY CERTIFY MASTERS HOLDINGS $\overline{U}$ . S. pursuant to the International Business Companies Ordinance (No. 8 of 1984) that JOSEPH BRICE	as an International Business Company, and that the former name of the said is incorporated in the British Virgin Islands	HOLDINGS MASTERS $\ddot{U}$ . $\ddot{S}$ . Dec. 13 th LIMITED which name has been changed this BOADICEA company was	LIMITED \$ 1990 day of	Given under my hand and seal at Road Town in the Island of Tortola TIRGIN ISLANDS JE COPY CERTIFIED A TRI HSILRE تنه REGISTRA	REGISTRAR BRICE, JOSEPH $\Gamma$ $\boldsymbol{\sigma_{0}}$ DATE:	DIGIO

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TERRITORY OF THE BRITISH VIRGIN ISLANDS

THE INTERNATIONAL BUSINESS COMPANIES ORDINANCE (NO. 8 OF 1984)

MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION OF

U.S. MASTERS HOLDINGS LIMITED

I certify that this is a true copy of the Memorandum of Association and Articles of Association of US Masters Holgings Ljmited dated 14th May, 1990. $\mathcal{L}_{\mathbf{z}}$ O

PETER GUY - Director 暮れた

Incorporated the 14th day of May, 1990

1220 编辑

TERRITORY OF THE BRITISH VIRGIN ISLANDS

THE INTERNATIONAL BUSINESS COMPANIES ORDINANCE

$No. 8 of 1984$

MEMORANDUM OF ASSOCIATION

OF

U.S. MASTERS HOLDINGS LIMITED

The Name of the Company is U.S. MASTERS HOLDINGS LIMITED.

The Registered Office of the Company will be situate at P.O. Box 438, $2.$ Road Town, Tortola, British Virgin Islands or at such other place within the British Virgin Islands as the directors may from time to time determine.

The Registered Agent of the Company will be P.M.M. Services (B.V.I.) з. Limited, P.O. Box 438, Road Town, Tortola, British Virgin Islands or such other person or company being a person or company entitled to act as a registered agent as the directors may from time to time determine.

. The Objects for which the Company is established are :

To buy, sell, underwrite, invest in, exchange or otherwise
acquire, and to hold, manage, develop, deal with and turn to
account any bonds, debentures, shares (whether fully paid or $(1)$ not), stocks, options, commodities, futures, forward contracts, notes or securities of governments, states, municipalities, public authorities or public or private limited or unlimited companies in any part of the world, precious metals, gems, works of art and other articles of value, and whether on a cash or margin basis and including short sales, and to lend money against the security of any of the aforementioned property.

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To buy, own, hold, subdivide, lease, sell, rent, prepare $(2)$ building sites, construct, reconstruct, alter, improve,
decorate, furnish, operate, maintain, reclaim or otherwise deal with and/or develop land and buildings and otherwise deal in real estate in all its branches, to make advances upon the security of land or houses or other property or any interest therein, and whether erected or in course of erection and whether on first mortgage or charge or subject to a prior mortgage or mortgages or charge or charges, and to develop land and buildings as may seem expedient but without prejudice to the generality of the foregoing.

• To borrow or raise money by the issue of debentures, debenture stock (perpetual or terminable), bonds, mortgages, $(3)$ or any other securities founded or based upon all or any of the assets or property of the Company or without any security and upon such terms as to priority or otherwise as the Company shall think fit.
• To engage in any other business or businesses whatsoever, or $(4)$ in any acts or activities, which are not prohibited under any law for the time being in force in the British Virgin Islands.
• To do all such other things as are incidental to or the $(5)$ Company may think conducive to the attainment of all or any of the above objects.

And it is hereby declared that the intention is that each of the objects specified in each paragraph of this clause shall, except where otherwise expressed in such paragraph, be an independent main object and be in nowise limited or restricted by reference to or inference from the terms of any other paragraph or the name of the Company.

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• 1. The Company has no power to:
• carry on business with persons resident in the British Virgin $(1)$ Islands:
• own an interest in real property situate in the British $(2)$ Virgin Islands, other than a lease of property for use as an office from which to communicate with members or where books and records of the Company are prepared or maintained;
• carry on banking business, unless it is licensed to do so $(3)$ under the Banking Act;
• $(4)$ carry on business as an insurance or a reinsurance company; $\alpha$ r

• $(5)$ carry on the business of providing the registered office of companies.

• The shares in the Company shall be issued in the currency of the United States of America.

• The authorised capital of the Company is US\$1,000,000,000 divided into 2,000,000,000 shares with a par value of US\$0.50 each to be issued as registered shares.

ANIONAL CA 8. The shares shall be divided into such number of classes and series. as the directors shall by resolution from time to time determine and until so divided shall comprise one class and series. 그 부그는

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WE LEATH TO

1. The directors shall by resolution have the power to issue any class or series of shares that the Company is authorised to issue in its capital, original or increased, with or subject to any designations, preferences, rights, qualifications, limitations and powers, restrictions.

2. The Company shall by resolution of the members have the power to amend or modify any of the conditions contained in this Memorandum of
   Association and to increase or reduce the authorised capital of the
   Company in any way which may be permitted by law.

$-3 -$

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WE, the undersigned Subscriber, are desirous of being formed into a Company in pursuance of this Memorandum of Association.

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NAME, ADDRESS AND DESCRIPTION OF SUBSCRIBER

Fort Trust Company Limited P.O. Box 438 Road Town, Tortola British Virgin Islands

John P. Fleetwood Director

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Trust Company

PLACE TRAFF

塔巴

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						z.
DATED this 14th	day of	May	1990
WITNESS to the above signature :-
				I. Williams Road Town, Tortola, British Virgin Islands
				Secretary
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		الكرزاء الورار

ARTICLES OF ASSOCIATION

$-$ of $-$

US MASTERS HOLDINGS LIMITED

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12243 Page 21 of 78 DocId: 001390841 ARBN:052 123 930

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INDEX

ARTICLE		PAGE
1	INTERPRETATION	$\mathbf{I}$
$\overline{2}$	BUSINESS	3
$\overline{\mathbf{3}}$	REGISTERED OFFICE	4
$4 - 12$	CAPITAL AND SHARES	4
13	MODIFICATION OF RIGHTS AND ARTICLES	8
$14 - 17$	SHARE CERTIFICATES	$\mathbf{9}$
$18 - 24$	CALLS	11
$25 - 36$	TRANSFER AND TRANSMISSION OF SHARES 12
$37 - 46$	FORFEITURE AND LIEN	15
$-47 - 50$	INCREASE AND REDUCTION OF CAPITAL	18
$31 - 53$	CONSOLIDATION AND SUBDIVISION OF SHARES	19
854-56	STOCK	19
$57 - 63$	BORROWING POWERS	20
64–67	GENERAL MEETINGS	22
- 68–77	PROCEEDINGS AT MEETINGS	24
78-87	VOTES OF MEMBERS	27
∘88–99	DIRECTORS	30
100	ROTATION OF DIRECTORS	34
101	ALTERNATE DIRECTORS	35
102	VACATION OF OFFICE OF DIRECTOR	36
103	SECRETARY	37
$104 - 113$	PROCEEDINGS OF DIRECTORS	37
114	POWERS OF DIRECTORS	39
$115 - 116$	MANAGING DIRECTORS	42
117	MINUTES	42
$118 - 123$	LOCAL MANAGEMENT	43

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$\frac{124}{125}$	THE SEAL	$-44$
	CHEQUES, BILLS, ETC.	$-44$
126-139	DIVIDENDS AND RESERVES	45
140-141	CAPITALISATION OF PROFITS	50
142	ACCOUNTS	51
143	AUDIT	51
144-149	NOTICES	51
150	PAYMENTS BY THE COMPANY	52
151	WINDING UP	54
152	INDEMNITY OF OFFICERS	54
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12245 Page 23 of 78 DocId: 001390841 ARBN:052 123 930

THE REAL PROPERTY

بالمسترد والمستحقق والمعار

COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

OF

US MASTERS HOLDINGS LIMITED

INTERPRETATION

Interpretation:

• The following shall have the meanings respectively
  assigned to them unless there be something in the $(a)$ $1.$ subject or context inconsistent therewith:
• *Branch Office* means any office' at which a $(1)$ branch register is kept;
• "Branch Register" means any branch register of $(11)$ members kept pursuant to these Articles;
• "call" includes an instalment of a call and any $(III)$ amount due on allotment of any share;
• "capital" means share capital; $(1v)$
• a Committee formed or "Committee" means $(v)$ appointed under Article 109;
• ing atomation of the state of the property of a comment of a second and second and completely and $\Delta \phi = 0.01 \pm 0.002$ "company" includes a corporation wheresoever $(TV)$ incorporated or domiciled and "corporation" includes a company wheresoever incorporated or domiciled;
  • "Director" includes any Alternate Director duly $(Liv)$ acting as an Alternate Director;
  • (viii) "dividend" includes a bonus distribution in cash or in specie;
  • "Home Exchange" means the Stock Exchange of $(\mathbf{X}$ Melbourne Limited, or such other Stock Exchange or other body as is from time to time notified to the Company by the Australian Associated Stock Exchanges as being the Home Exchange;
  • "member" means a member of the Company; $(x)$
  • "members present" or "member present" means $(xi)$ members or a member present at a general meeting of the Company in person or by duly appointed representative, proxy or attorney;

$-2 -$

• "Memorandum" means the Company's Memorandum of $(x11)$ Association as altered from time to time;
• (xiii) "month" means calendar month;
• "Office" means the registered office from time $(xiv)$ to time of the Company;
• "Official Listing Rules" means the Official $(xv)$ Listing Rules of the Australian Associated Stock Exchanges;
• "person" and words importing persons shall $(xvt)$ include bodies corporate;
• (xvii) Powers conferred on the Company, the Directors, a committee of Directors, a Director of a member may be exercised at any time and from time to time;
• (xviii) "Register" means the Register of Members of the Company;
• "resolution" means a resolution passed by a (xix) majority of more than one half of the members of the Company who vote in person or by representative, proxy or attorney at a meeting of members;
• $\sim$ (xx) $\sim$ "Seal" means the common seal from time to time of the Company;
• (xxi) "Secretary" includes any person appointed to perform the duties of Secretary temporarily, and where more than one Secretary has been appointed means any one of such Secretaries;
• (xxii) "share" and "shareholder" in these Articles whenever the context so permits, includes respectively "stock" and "stockholder" and all such of the provisions of these Articles as are applicable to paid up shares shall apply to stock;
• (xxiii) "special resolution" means a resolution passed by a majority of not less than three quarters of the members of the Company who vote in person or by representative, proxy or attorney at a twenty-one days written notice has been given in accordance with Article 66;

(xxiv) "the Company" means U.S. Masters Limited;

$-3 -$

• "the Directors" means all or some of the $(xxy)$ Directors acting as a board and "committee" and "committee of Directors" have a corresponding $meaning:$
• Articles" mean these Articles оf $(xxvi)$ "these Association as altered or added to from time to time and any reference to an Article by number is a reference to the Article of that number in these Articles as altered or added to from time to time;
• (xxvii) "Vendor Securities" has the meaning ascribed to that term by the Official Listing Rules;
• (xxviii) "writing" and "written" includes print
  typing, lithography and other modes printing, оf representing or reproducing words in a visible Without limiting the generality of the form. sentence the term "in writing" preceding whenever contained in these Articles includes
  any communication sent by letter, telegram,
  cablegram, radiogram, telex, wireless cablegram, radiogram, telex,
  telegraphy, facsimile or other of. mode transmission capable of producing or reproducing any words in visible form;

(xxix) "year" means calendar year;

(xxx) Unless otherwise defined in this Article, mords and which are given a special meaning by the Code shall have the same meaning in these Articles;

والمستطرات

SMORTS

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• (xxxi) The references to notices in Articles 144 to 149. (both inclusive) include not only formal notices of meeting but also all documents and other communications from the Company to the members but do not include cheques;
• (xxxii)Words importing the singular include the plural and vice versa and each gender includes each other gender.
• The headings and side notes to the various Articles and (b) parts of Articles shall not affect the construction of these Articles.

BUSINESS

What Business May Be Undertaken:

Any branch or kind of business which, by the Memorandum or 2. by these Articles, is either expressly or by implication authorised to be undertaken by the Company may be undertaken

by the Company at such time or times as it shall think fit, and further may be suffered by it to be in abeyance, whether such branch or kind of business may have been actually commenced or not, so long as the Company may deem it expedient not to commence or proceed with such branch or kind of business.

REGISTERED OFFICE

Location of Registered Office:

3.

7.

The registered office of the Company shall be at such place as the Directors shall from time to time appoint.

CAPITAL AND SHARES

Capital Structure:

Unless and until otherwise determined by the Company in general meeting the authorised capital of the Company is US\$1,000,000,000 divided into 2,000,000,000 ordinary shares of US\$0.50 each, to be issued as registered shares.

Issue of Shares With Special Rights:

Subject to these Articles and any special rights conferred 5. on the holders of existing shares, any shares in the capital
of the Company (whether forming part of the original capital
or not)may be issued with such preferred deferred or other special rights or such restrictions, whether in regard to dividends, voting, return of share capital, payment of calls or otherwise, as the Directors may from time to time
determine, and the rights attaching to shares of a class other than ordinary shares shall be expressed at the date of issue. Any preference share may be issued on the terms that
it is, or, at the option of the Company is liable to be
redeemed and any preference share may be issued so as to rank in any respect equally with, or in priority to, any other preference share of the Company already on Issue. All ordinary shares issued by the Company shall be of the same nominal value.

Obligation for Calls:

Without limiting the generality of Article 5, the Directors б. may make arrangements on the issue of shares for a different amount of calls to be paid and the time for payment of such GRIVATIONAL calls.

Shares at the Disposal of Directors:

Save as provided by contract or these Articles to the $(a)$ contrary, all unissued shares shall be under the control of the Directors who may grant calls or options.

THE STANDARD PART IS THE RESIDENCE OF THE RESIDENCE OF THE RESIDENCE OF THE RESIDENCE OF THE RESIDENCE OF THE RESIDENCE OF THE RESIDENCE OF THE RESIDENCE OF THE RESIDENCE OF THE RESIDENCE OF THE RESIDENCE OF THE RESIDENCE

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thereon, issue option certificates in respect thereof, allot or otherwise dispose of the same to such persons on such terms and conditions and for such consideration and either at a premium or otherwise and for or at such time as they think fit, provided always that:

• The power to issue shares and to grant options $(1)$ shall be subject to the provisions of the Official Listing Rules;
• (ii) No Director shall participate in any issue by the Company of shares or options to acquire shares, other than an issue of shares pursuant to a Scheme of Arrangement, an issue of shares or options to. members of the Company on a prorata basis or an issue of shares or options following upon
  assignment to him of a contractual right an to acquire shares or options by a member or an issue of shares or options pursuant to an employee incentive scheme which scheme or plan has been approved by special resolution of members in general meeting or a shareholders' dividend plan which plan has been approved by the Company in general meeting, unless the Company in general
  meeting has given its approval to the specific allotment or issue of shares or options to him and unless he holds office in an executive capacity;

(iii) The Directors shall cause to be kept a register of options granted to persons to take up unissued shares in the Company and shall cause a copy of every instrument by which such an option is granted to be kept with such register.

Transfer of Controlling Interest:

• 20 Ja

• Notwithstanding anything hereinbefore contained the
  Directors shall not without the prior approval of the $(b)$ Company by resolution in general meeting issue shares which would or grant an option which on the exercise of that option would result in there being registered in the name of the person to whom the shares are issued or the holder of the option (as the case may be) shares carrying 50% or more of the total number of votes exercisable on a poll in respect of all of the issued shares except where:

• The person to whom the shares are issued or the $(1)$ option is granted is registered as the holder of shares carrying 50% or more of the total number of votes exercisable on a poll in respect of all the issued shares prior to the issue or grant; or $\le$

$-6 -$

(ii) The issue is made or the option is granted as a consequence of an offer of shares or options to substantially all the holders of ordinary shares
in proportion as nearly as may be to their respective shareholdings.

Vendor Shares

• Notwithstanding anything hereinbefore contained: $(c)$
• The Company shall refuse to acknowledge, deal
  with, accept or register any sale, assignment or $(1)$ transfer of Vendor Securities which is or might be in breach of the Official Listing Rules or any escrow agreement entered into by the Company under the Official Listing Rules in relation to the Vendor Securities;
• (ii) On a winding up of the Company, the holders of shares which are classified under the Official Listing Rules or by the Home Exchange as Vendor and which are subject to escrow Securities restrictions at the commencement of the winding up shall rank on a return of capital behind all other shares in the Company; and
• (iii)In the event of a breach of any escrow agreement entered into by the Company under the Official
  Listing Rules in relation to shares which are classified under the Official Listing Rules or by the Home Exchange as Vendor Securities, the member holding the shares in question shall cease to be entitled to any dividends and to any voting rights
  in respect of those shares for so long as the breach subsists.

Value of Preference Capital Not To Exceed Ordinary Capital:

The total nominal value of issued preference shares shall not exceed the total nominal value of issued ordinary shares.

Power To Pay Commission and Brokerage:

The Company may at any time pay a commission to any person consideration of his subscribing or agreeing to in 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 to any amount not exceeding ten (per centum of the price at which the shares are issued. Such cannot are the shares are issued. commission may be paid or satisfied in cash or in shares,
debentures or debenture stock of the Company or otherwise. The Company may in addition to or in lieu of such commission pay such brokerage as is permitted by law.

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The Company may buy ordinary shares in itself on the terms and at the times determined by the Directors. 10.

Joint Holders of Shares:

Where two or more persons are registered as the holders of any share, they shall be deemed to hold the same as joint 11. tenants with benefits of survivorship subject to provisions following:

Not More Than Three Persons To Be Registered:

The Company shall not be bound to register more than three persons (not being the trustees executors or $(a)$ administrators of a deceased holder) as the holders of any share;

Liability For Payments:

The joint holders of any share shall be liable
severally as well as jointly in respect of all payments (b) which ought to be made in respect of such share;

Death of Joint Holder:

On the death of any one of such joint holders, the survivor or survivors shall be the only person or (C) | persons recognised by the Company as having any title to such share but the Directors may require such evidence of death as they may deem fit; $\sim 10^{-10}$ and $\rm{M}_{\odot}$

Powers To Give Receipt:

Any one of such joint holders may give effectual
receipts for any dividend, bonus or return of capital (d) | payable to such joint holders;

Notices to Joint Holders:

Only the person whose name stands first in the Register. (e) or Branch Register as one of the joint holders of any share shall be entitled to delivery of the certificate relating to such share or to receive notices from the Company and any notice given to such person shall be deemed notice to all the joint holders;

Votes of Joint Holders:

At any meeting of the Company any one of such joint
holders may vote either personally or by duly of attorney, since
authorised representative, proxy or attorney, since
respect of such share as if he were solely entitled
$(f)$ thereto, provided that if more than one of such joint holders be present at any meeting personally or by duly authorised representative, proxy or attorney then:

$-8$ -

• joint holders so On a poll that one of such present whose name stands first in the Register or $(1)$ Branch Register as the case may be in respect of such share shall alone be entitled to vote as a joint holder of such share; and
• (ii) On a show of hands that one of those joint holders so present whose name stands first in the Register or Branch Register among those of them who are not entitled to vote otherwise than as a joint holder of such share shall alone be entitled to vote as holder of such share.

Non-Recognition of Equitable Interests, etc.:

Save as herein otherwise provided, the Company shall be entitled to treat the registered holder of any share as the absolute owner thereof and accordingly shall not, except as į2. ordered by a Court of competent jurisdiction or as required by statute, be bound to recognise (even when having notice thereof) any equitable or other claim to or interest in such share on the part of any other person.

MODIFICATION OF RIGHTS AND ARTICLES

How Special Rights May Be Varied:

Subject to the provisions of these Articles, whenever the capital of the Company, by reason of the issue of $(a)$ shares or otherwise, is divided different classes of shares, all or any of the rights and privileges attached to any class may be varied or abrogated and any payment off of capital in respect of any class of shares may be effected by special
resolution if the proposed variation, abrogation or payment off is approved at a special meeting of the holders of the issued shares of the class affected by a resolution passed by a majority of not less than threefourths of such holders present and voting either in person or by representative, proxy or attorney, or (if a quorum be not present at such special meeting or necessary resolution be not passed by the majority) by consent in writing signed by the holders of at least three-fourths of the issued shares of that class within two calendar months from the date of such special meeting; provided that no such approval or consent shall be required in respect of the redemption of any redeemable preference shares in accordance with issue thereof. hereinafter contained as to general meeting shall mutatis mutandis apply to any such special meeting. For the purposes of this Article any member who on a poll shall personally or by representative, proxy or attorney vote at any such special meeting in favour of

$-9 -$

a resolution approving such proposed variation
abrogation or payment off shall be deemed to have consented in writing thereto.

Modification to Articles:

(b) These Articles may only be modified with the sanction of a special resolution of members of the Company.

SHARE CERTIFICATES

Issue of Certificates:

Subject to paragraphs (b) and (e) of this Article
certificates for shares shall be issued under the Seal $(a)$ 14. or in the case of shares on any Branch Register either under the Seal or the Official Seal of the Company for use in the place in which the Branch Register is kept.

Certificate Seal:

The Company may have a duplicate of the Seal which
shall be a facsimile of the Seal with the addition on $(b)$ its face of the words "Certificate Seal" or ... "Share"
Seal" and which shall be known respectively as a Certificate Seal or Share Seal. Any certificate for shares may be issued under a Certificate Seal or Share Seal and if so issued shall be deemed to be sealed with the Seal. $\sim 10$

Signatures:

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Subject to paragraph (d) of this Article, each (C) | certificate for shares shall bear:

والمتعارفة والمهروة

• In the case of a certificate issued under the $(1)$ Certificate Seal or Share Seal, the autographic signatures of one Director and of the Secretary or some other person appointed by the Board for that purpose; or
• (ii) In the case of a certificate issued under the Official Seal, the said signatures or the autographic signature of at least one person appointed by the Board for that purpose.
• (d) Notwithstanding anything hereinbefore contained. the Notwithstanding anything necessarily or in a particular Board may determine either generally of the need for signatures on the Company's share certificates or that
  any of the said signatures need not be autographic --but
  may be affixed by some mechanical or electronic means specified in the resolution.

· (1) (1) (1) (1) (1) (1) (1) (1) (1) (1)

(f)

$-10 -$

Certificates issued with a printed facsimile of the Seal, the Official Seal or the Certificate Seal or Share Seal (as the case may be) shall be deemed to have $(e)$ been duly issued under the Seal, the Official Seal or the Certificate Seal or Share Seal (as the case may be).

Contents of Certificates:

Every certificate for shares shall state inter alia: 15.

• The name of the Company and the State where it is $(a)$ incorporated;
• The title of the legislation under which the Company is (b) incorporated;
• The address of the Office, or where the certificate is issued by a Branch Office the address of that Branch (C) -Office;
• The class of the shares; $(d)$
• The nominal value and number of the shares in respect of which it is issued, and the extent to which the $(e)$ shares are paid up; and
• The distinguishing numbers (if any) of the shares.

Entitlement To Certificates:

Subject to paragraph (e) of Article 11, every member shall be entitled, without payment, to one certificate for the shares registered in his name or to several certificates in reasonable denominations for different portions of his holding. The Company may send any certificate to a member by ordinary post in a prepaid envelope or wrapper addressed to such member at his registered place of address or as may be otherwise directed by such member and every certificate so sent shall be at the risk of the member entitled thereto.

Renewal of Certificates:

If any certificate be worn out or defaced, then, upon production and delivery thereof, the Directors may order it to be cancelled and may issue a new certificate in lieu thereof, and, if any certificate be lost or destroyed, then, subject to the provisions of the Code, and upon the giving of such indemnity (if any) as the Directors think fit, a new certificate in lieu thereof shall be given to the party entitled to such lost or destroyed certificate upon payment of such fee as the Directors may from time to time determine.

$-11 -$

CALLS

Calls and Notice Thereof:

The Directors may, subject to the provisions of the Official Listing Rules and the terms upon which any shares may have 18. been issued, from time to time make such calls as they think fit upon the members in respect of all moneys unpaid on shares (whether on account of the nominal amount thereof or of any premium payable thereon or both) provided that fourteen days' notice in writing at least specifying the time and place for payment is given of such calls and each member shall be liable to pay the amount of calls so made to the persons and at the times and places appointed by the Directors. Calls may be made payable by instalments. Calls may be revoked or postponed as the Directors may determine.

Calls On Shares On Branch Register:

Whenever any shares are registered on a Branch Register it shall be the duty of the Secretary forthwith after the 9. making of any call to notify the officer in charge of the Branch Register of the amount of such call and the date for payment thereof. Upon receipt of such notification such officer shall, if so directed by the Secretary, give notice in writing of the call so made to the shareholders whose names are entered on the Branch Register.

When Call Is Made:

A call shall be deemed to have been made at the time when the resolution of the Board authorising such call was passed.

Interest On Late Payment Of Calls:

If any call payable in respect of any share be not paid on or before the day appointed for payment thereof, the holder for the time being of the share in respect of which the call is due shall pay interest thereon at the rate of sixteen per centum per annum from the day appointed for the payment thereof to the time of actual payment or at such lesser rate the Directors may determine together with any expenses incurred by the Company by reason of non-payment, but the Directors may, when they think fit, remit altogether or in part any sum paid or payable for interest or expenses under this Article.

Instalments:

If, by the terms of any prospectus, any offer, any agreement to become a member, or by the conditions of allotment, any $\delta \hat{\phi}_{\lambda}$ amount be payable in respect of any shares by instalments. (whether on account of the nominal value thereof or on any premium payable thereon or both) every such instalment shall

$\mathbb{R}^{MOL}$

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be payable as if it were a call duly made by the Directors
of which due notice had been given, and all provisions
hereof with respect to the payment of calls and of interest
hereog in the four-dependence of calls and of in thereon or to the forfeiture of shares for non-payment of calls or with respect to liens or charges shall apply to such instalment and to the shares in respect of which they are payable.

Payment In Advance of Calls:

The Directors may, if they think fit, receive from any member willing to pay the same all or any part of the money unpaid upon all or any of the shares held by him beyond the 23. sums actually called up and then due and payable, either as a loan repayable or as a payment in advance of calls, and upon the money so paid in advance or so much thereof as from time to time exceeds the amount of the calls then made and due and payable upon the shares in respect of which such advance has been made, the Company may pay interest at such rate as may be agreed upon by the Directors and the member paying such sum in advance. Subject to any contract to the contrary between the Company and any member who has paid any money upon any or all of the shares held by him beyond the sums actually called upon and then due and payable the
Directors may, if they think fit, repay to such member all or any part of the moneys so paid in advance or so much thereof as for the time being exceeds the amount of the calls then made and due on such shares.

Non-Receipt of Notice of Call:

$\mathcal{L}(\mathcal{A})$ , and $\mathcal{L}(\mathcal{A})$ and the contribution of the contribution of the contribution of the contribution of the contribution of the contribution of the contribution of the contribution of the contribution of the contribution of the contribution o The non-receipt of a notice of any call by or the accidental ?4. omission to give notice of a call to any of the members
shall not invalidate the call.

and the same for the states

《 1999年 1999年1月1日 1月1日 1月1日 1月1日 1月1日 1月1日 1月1日 1月1日

TRANSFER AND TRANSMISSION OF SHARES

Form of Instrument of Transfer:

The instrument of transfer of any shares shall be in writing 125. in the usual common form or in such other form as the Directors may from time to time prescribe or in particular cases accept. No fee shall be charged on the transfer of any securities greater than that approved by the Home Exchange from time to time.

Execution of Instrument of Transfer:

The instrument of transfer of any share shall be signed $\frac{Dy}{D}$
both the transferor and the transferee and the transferont
shall be deemed to remain the holder of such share until the
name of the transferee is entered 26. thereof; provided that the Directors may dispense with the execution of the instrument of transfer by the transferee in any case in which it is lawful and in which the coirectors $\mathbb{R}$

$-13 -$

think fit and such dispensation may (subject as aforesaid) be general or in relation to any particular instrument or class of instruments.

Instrument of Transfer and Certificate To Be Left At Office or Branch Office:

Every instrument of transfer shall be left at the Office (or in the case of shares on a Branch Register at the Office or $27$ the Branch Office) for registration and accompanied by the certificate for the shares to be transferred and such other evidence (if any) as the Directors may require to prove the title of the transferor or his right to transfer the shares and to provide that the instrument of transfer has been duly stamped, or by the liability for the stamp duty payable thereon having been met by a member of a stock exchange, is deemed to have been duly stamped. The Directors may waive production of any certificate upon evidence satisfactory to the Directors of its loss or destruction.

No Transfer to Infant or Person of Unsound Mind:

No transfer shall be made to an infant or to a person of unsound mind or to a person whose person or estate is liable 28. to be dealt with in any way under the laws relating to mental health but the Company shall not be bound to enquire
as to the age, standing or soundness of mind of any transferee.

Directors May Refuse to Register Shares on Which Company Has a Lien or Charge:

$\frac{1}{1}$

The Directors may in their absolute discretion refuse to register any transfer of shares on which the Company has a lien or charge and in the case of partly paid shares on 29. which a call has become due and payable and remains unpaid, and not questioned. Notice of refusal to register any transfer, containing precise reasons therefor, shall be given in writing to the transferee and to any other person as may be required by the Official Listing Rules within 14 days after the date on which the transfer was lodged with the Company.

Directors May Refuse to Register Small Parcels of Shares:

• The Directors may in their absolute discretion refuse to 30. register a transfer of fully paid or partly paid up shares:
• To a person who is not a member of the Company where the number of shares involved is less than a marketable ${a}$ parcel (within the meaning of the Official Listing Rules) except where the transfer is lodged with the Company by an odd lot broker recognised by the Home Exchange;

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$-14$ -

• Where, in the case of a partly paid share, a call has $(b)$ been made and is unpaid; or
• Where more than three persons are to be registered as holders (except in the case of $(c)$ executors or administrators of a deceased holder).

Company to Retain Instrument of Transfer:

Every instrument of transfer which is registered shall, for such period as the Directors may determine, be retained by $31.$ the Company, after which (subject to the provisions of any law to the contrary) the Company may destroy it, provided that any instrument of transfer which the Directors may refuse to register shall (except in the case of suspected fraud) be returned on demand to the person depositing it if a demand therefor is made within twelve months of the giving of notice by the Company of its refusal to register the instrument of transfer.

Closing Register and Branch Register:

Subject to the provisions of the Code, the transfer books, the Register and each Branch Register may be closed during $32$ such time (not exceeding in the aggregate thirty days in each year) as the Directors think fit. Twenty-one days' notice in writing at least of the intended closure shall be given to the Home Exchange.

Cancellation of Old and Issue of New Certificate:

a ang pag-ang ang ang pag-ang pag-ang pag-ang pag-ang pag-ang ang ang ang ang ang ang ang ang ang Upon every application to register the transfer of any shares or to register any person as a member in respect of any shares transmitted to such person by operation of law or $33.$ otherwise, the certificate (if any) specifying the shares in respect of which such registration is required shall be delivered up to the Company for cancellation, and upon
registration the certificate (if any) specifying the shares
in respect of which such registration is effected shall be cancelled and a new certificate in similar form specifying the shares transferred or transmitted shall be issued and sent to the transferee or transmitted in accordance with these Articles and, if the registration of any transfer is
required in respect of some only of the shares specified in the certificate (if any) delivered up to the Company a new certificate specifying the shares remaining untransferred shall be issued and sent to the transferor.

Transmission by Death:

The executor or administrator of a deceased member (not t being one of several joint holders) shall be the only person 34. recognised by the Company as having any title to the shares registered in the name of the deceased member; provided that if that member having sold some or all of those shares has delivered to the transferee or to a member of a stock

and an indicated

exchange acting in connection with that sale a transfer of the shares so sold signed by the deceased member, but that share transfer is not registered before the death of that
member, the Company may, subject to compliance by the
transferee with these Articles and subject to any contrary
statutory requirement requirement, notwithstanding that the Company at the time of such registration has notice of that member's death.

Transmission by Operation of Law:

The committee or statutory representative or manager of a member of unsound mind or of a person whose person or estate 35. is liable to be dealt with in any way under the laws relating to mental health and any person becoming entitled shares in consequence of the death, bankruptcy, liquidation by arrangement or composition with creditors or assignment for the benefit of the creditors of any member or otherwise than by transfer, upon producing the certificate for shares and such other evidence that he sustains the character in respect of which he proposed to act under this Article or of his title or as the Directors think sufficient, may be registered as a member in respect of such shares or may (subject to the regulations as to transfers herein contained) transfer such shares.

Directors May Refuse Registration of Transmissions:

The Directors shall have the same right to refuse to register a person entitled to transmission to any shares or 36. his nominee as if he or his nominee were the transferee. named in an ordinary transfer presented for registration.

FORFEITURE AND LIEN

Notice Requiring Payment of Sums Payable:

If any member fails to pay any sum payable on or in respect 37. of any shares, either for allotment money, calls instalments, on or before the day appointed for the payment
thereof, the Directors may, at any time thereafter whilst any part of the sum remains unpaid, serve a notice in writing on such member requiring him to pay such sum or so much thereof as remains owing together with interest accrued and all expenses incurred by the Company by reason of such non-payment.

Time and Place for Payment:

The notice shall name a day (not being less than fourteen days from the date of the notice) on or before which the
said sum, interest and expenses (if any) are to be paid and $38.$ the place or places where payment is to be made. The notice shall also state that, in the event of non-payment at or before the time and at the place appointed, the shares in

a management of the state of the second second second second second second second second second second second second second second second second second second second second second second second second second second second

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respect of which such sum is payable will be liable to be forfeited.

Forfeiture on Non-Compliance with Notice:

If the requirements of any such notice as aforesaid are not complied with, any shares in respect of which such notice $39$ has been given may, at any time thereafter before payment of all allotment money, calls or instalments, interest and
expenses (if any) due in respect thereof, be forfeited by a resolution of the Directors to that effect. Such forfeiture shall include all dividends, interest and other moneys payable by the Company in respect of the forfeited shares not actually paid before the forfeiture.

Notice of Forfeiture:

When any share shall have been so forfeited, notice (which may be in writing) of the resolution shall be given to the 40. 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 or Branch Register as the case may be.

Disposal of Forfeited Shares:

Any share forfeited as aforesaid shall be deemed to be the. property of the Company and the Directors may sell such share by public auction held at the premises of the Home Exchange, placing such reserve price on the share as they shall think fit, and if no bid is received at such 41. for the share equal to or in excess of the reserve price, the Directors may sell, re-allot or otherwise dispose of such share in such manner as they think fit and, in the case of re-allotment, with or without any money paid thereon by any former holder thereof being credited as paid up. It shall be a term of sale at any public auction that payment It of the purchase price may be made either on the day of the auction or, at the election of the purchaser, on the next
day on which banks are open for business in the city of the Home Exchange.

Annulment of Forfeiture:

The Directors may, at any time before any share so forfeited 42. shall have been auctioned, sold, re-allotted or otherwise disposed of, annul the forfeiture thereof upon such conditions as it thinks fit.

Liability Notwithstanding Forfeiture:

ATIONAL PL forfeited (shall, member whose shares have been 43. Any notwithstanding such forfeiture, be liable to pay and shallforthwith pay to the Company all sums of money owing upon or in respect of such shares at the time of forfeiture, together with interest thereon from that time until payment

$-17 -$

the rate of sixteen per centum per annum, and the Directors may enforce the payment or remit altogether or in any part any sum paid or payable under this Article as they in their absolute discretion think fit.

Company's Lien or Charge:

The Company shall have a first and paramount lien or charge for unpaid calls and instalments upon the specific shares 44. registered in the name of a member or joint members in respect of which such calls and instalments are due and unpaid and upon the proceeds of sale thereof and such amounts as the Company may be called upon by law to pay in respect of shares of such members or deceased members, and such lien or charge shall extend to all dividends and bonuses from time to time declared in respect of such shares; provided always that if the Company shall register any transfer of any shares upon which it has a lien or charge as aforesaid without giving to the transferee notice (which may be in writing) of its claim, the said shares shall be freed and discharged from the lien or charge of the Company.

Sale of Shares to Enforce Lien:

For the purpose of enforcing a lien or charge, the Directors may sell the shares subject thereto in such manner as they 45. shall think fit, but no sale shall be made until notice. in writing of the intention to sell shall have been served on the member concerned or his representatives and default shall have been made by him or them in payment of such allotment money, calls or instalments of calls for fourteen days after such notice.

Title to Shares Forfeited or Sold to Enforce a Lien or Charge:

In the case of a sale or a re-allotment of forfeited shares or of the sale of shares to enforce a lien or charge an 46. entry in the minute book of the Company that the shares have been duly forfeited, sold or re-allotted in accordance with
these Articles shall be sufficient evidence of that fact as against all persons entitled to such shares immediately before the forfeiture, sale or re-allotment thereof. Company may receive the purchase money or consideration (if any) given for the shares on any sale or re-allotment In the case of re-allotment a certificate under the hand of a Director or the Secretary to the effect that the shares have been duly forfeited and the receipt of the Company for the price thereof shall constitute a good title to the same. In the case of a sale the Company may appoint a person to execute a transfer in favour of the person to whom the shares are sold. Upon the issue of the said receipt or the execution of the transfer as aforesaid the person to whom such shares shall have been re-allotted or sold shall thereupon be registered as the holder of the

shares discharged from all calls or other money due respect thereof prior to such allotment or purchase and he shall not be bound to see to the regularity of the proceedings or to the application of the purchase money or proceduring of to the approximation of the shares be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture sale or re-allotment.

in

Application of Proceeds of Sale:

The net proceeds of any such sale or allotment shall be applied first in payment of all costs of or in relation to the enforcement of the lien or charge or the forfeiture (as
the case may be) and of such sale or re-allotment, next in satisfaction of the money due to the Company and the residue (if any) paid to the person registered as the holder of such shares immediately prior to such sale or re-allotment or his executors, administrators or assigns as he shall direct upon production of such evidence as to title, including the production of the certificate for the shares, as the Directors may require. If the certificate for such shares is not produced to the Company, the Directors may issue a new certificate distinguishing it as they think fit from the certificate not produced.

INCREASE AND REDUCTION OF CAPITAL

Power to Increase Capital:

The Company in general meeting may by resolution from time. to time increase the capital of the Company by the creation 47. of new shares of such amount as may be deemed expedient, notwithstanding that not all the shares in the capital of the Company for the time being have been issued or fully paid.

New Capital Subject to Same Provisions as Original Capital:

Except so far as otherwise provided by the conditions of issue or by these Articles, any capital raised by the 48. creation and issue of new shares shall be considered part of the original capital and shall be subject to the provisions herein contained with reference to the payment of calls and instalments, transfer and transmissions, forfeiture, lien, surrender and otherwise.

Power to Reduce Capital:

Subject to these Articles, the Company may from time to time. by special resolution reduce its capital (including any 49. capital redemption reserve fund or share premium account). in any manner allowed by law.

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Cancellation of Shares:

The Company may in general meeting by resolution from time
to time cancel shares that, at the date of the passing of $50$ the resolution to that effect have not been taken or agreed the resolution to that energy may have been forfeited, and
to be taken by any person or that have been forfeited, and
reduce the amount of its capital by the amount of the shares so cancelled.

CONSOLIDATION AND SUBDIVISION OF SHARES

Consolidation and Division of Shares:

The Company in general meeting may by resolution consolidate and divide all or any of its shares into shares of larger $51.$ amount than its existing shares.

Subdivision of Shares:

1. The Company in general meeting may by resolution subdivide its shares or any of them into shares of smaller amount than the shares of the Memorandum, but so that, in any such subdivision, the proportion between the amount which is paid and the amount (if any) which is unpaid on each share of a smaller amount shall be the same as it was in the case of the existing share from which the share of smaller amount is derived.

Rights Attached to Subdivided Shares:

Whenever any share is subdivided the Company by special resolution may determine that as between the holders of the 53. shares resulting from such subdivision one or more of such shares shall have some preference or special advantage as regards dividends, capital, voting or otherwise as compared with the others or other.

STOCK

Power to Convert Shares into Stock and to Reconvert:

The Company in general meeting may by resolution convert all or any of its paid up shares into stock and reconvert or 54. make provision for the reconversion of that stock into paid up shares of any denomination. $510 - 41$

Transfer of Stock:

The holders of stock may transfer the same or 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 previously to conversion here. 55. the stock arose might previously to conversion have been transferred or as near thereto as circumstances admit but

$-20 -$

the Directors may from time to time fix the minimum amount of stock transferable.

Rights etc. of Stockholders:

56.

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

BORROWING POWERS

Directors Power to Borrow:

The Directors may from time to time at their discretion exercise all the Company's powers to borrow money and may $57.$ raise or borrow any sum or sums of money for the purposes of the Company, with or without security.

Power to Issue Debentures etc: Assignability of Debentures $etc.$

The Directors may raise or secure the repayment of such moneys or any debts, liabilities, contracts or obligations 58. undertaken or incurred by the Company in such a manner and upon such terms and conditions in all respects as they think fit, and in particular may accept deposits issue or reissue of debentures or debenture stock and give a charge or other security upon all or any part of the undertaking, assets and property of the Company (both present and future) including
its uncalled and called but unpaid capital for the time being and including also any uncalled and called but unpaid premiums on shares or otherwise. Every debenture or
security created by the Company may be so framed that the same shall be assignable free from any equities between the Company and the original or any intermediate holders.

Assignment to Trustees:

THE STATE OF PEAK SEAL PRODUCTS

The Directors may, for the purposes of securing the payment
of any debentures, bonds or other securities or the payments 59. interest of any moneys so borrowed as aforesaid or any contract whatsoever or otherwise with howsoever, make and carry into effect any arrangement which they may deem expedient by assigning or conveying any property of the Company (including uncalled capital and including also uncalled premiums on shares or otherwise) to trustees.

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Conditions of Issue of Debentures etc.

Any bonds, debentures or other securities may be issued at a Any Monday dependence of the securities may be insured at a
discount or premium or otherwise and with or without the
right or obligation on the holder thereof to exchange the
same in whole or in part for shares in the comp $60$ certain or uncertain time or with any special privileges as to redemption, surrender, drawings, allotment of shares, accomment of Directors and otherwise and generally with
such rights and options and upon such conditions in all respects as the Directors shall think fit.

Power to Authorise Debenture Holder etc. to Collect Calls in Certain Circumstances:

If any uncalled capital of the Company be included in or
charged by any debenture, mortgage or other security, the
Directors may, by instrument under the Seal, authorise the 61. person in whose favour such debenture, mortgage or other security is executed or any other person in trust for him,
to make calls on the members in respect of such uncalled capital and to sue in the name of the Company or otherwise for the recovery of moneys becoming due in respect of calls so made and to give valid receipts for such moneys, and such authority shall subsist during the continuance of the debenture, mortgage or other security, notwithstanding any change in the Directors and shall be assignable if expressed $\sim 1000$ $^{-1}$ $\mathcal{L}^{\text{max}}$ and $\mathcal{L}^{\text{max}}$ and $\mathcal{L}^{\text{max}}$ so to be. $\mathbf{u}^{\prime}$ , $\mathbf{u}^{\prime}$

Register of Charges:

• The Directors shall cause to be kept at the Office a register of charges and shall, upon the creation of a charge
  on property of the Company, or upon the acquisition of
  property subject to a charge, cause to be forthwith entered 62. in the register particulars of the charge, giving in each case:
• If the charge is a charge created by the Company, the date of its creation or, if the charge was a charge $(a)$ existing on property acquired by the Company, the date on which the property was so acquired;
• A short description of the liability (whether present or prospective) secured by the charge; $(b)$
• A short description of the property charged; $(C)$
• The name of the trustee for debenture holders $\sqrt{2\pi\omega}$ if $s_0$ there is no such trustee, the name of the chargee; and $(d)$ $\mathbb{E}_{\mathbf{L}}\not\in\mathbb{C}^{\mathbb{N}}$

ARTIONAL

The name of the person whom the Company believes to be ? (e) the holder of the charge.

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Indemnity of Directors or Officers:

If the Directors or any of them or any officer of the Company shall become personally liable for the payment of $63$ any sum primarily due from the Company, the Directors may execute or cause to be executed any charge or security over or affecting the whole' or any part of the assets of the company by way of indemnity to secure the persons or person so becoming liable as aforesaid from any loss in respect of such liability.

GENERAL MEETINGS

Annual General Meetings and General Meetings:

A general meeting shall be held at least once in every year
and within the period of five months after the end of the 64. financial year. Each such general meeting shall be held at such times and places as may be determined by the Directors. Such general meetings (before which the annual accounts of the Company are to be laid) shall be called the annual general meetings. All other meetings of the Company shall be called general meetings.

Convening of General Meetings:

• A general meeting of the Company: $(a)$ 65.
• May be convened by the Directors when and at such (1) times and places as they think fit; and
• (ii) Shall forthwith be convened by the Directors, and in any case not later than two months after the date of deposit of the requisition, on
  requisition in writing of not less than the one hundred members holding shares in the Company on which there has been paid up an average sum per member of not less than US\$200.00 or on the
  requisition in writing of a member who is or members who are together entitled to not less than 5% of the total voting rights of all the members having at the date of the deposit of requisition a right to vote at general meetings.

Requisitioned Meetings:

• A requisition shall: $(b)$
• (i) State the objects of the meeting;
• (ii) Be signed by the requisitioning member or members;

(iii)Be deposited at the registered office

and where there are two or more requisitioning members the requisition may consist of several documents in form each signed by one or more the оf like requisitioning members.

If the Directors do not, within twenty-one days after
the date of deposit of the requisitions proceed to ${c}$ convene a meeting the requisitioning member or where there are two or more requisitioning members, those members or any of them representing more than 50% of the total voting rights of all of them:

• in the same manner as nearly as possible as May, (1) that in which meetings are to be convened by Directors, convene a meeting; and
• (ii) For the purpose of convening such a meeting may request the Company to supply a written statement setting out the names and addresses (so far as they are known to the Company) of the persons who
  are at the date of the deposit of the requisition entitled to receive notice of general meetings of the Company

and the Directors shall send that statement to the person who requested it within seven days the оf REMA request being made.

Any reasonable expenses incurred by the requisitioning members by reason of the failure of the Directors (d) | to convene a meeting shall be paid to that member or to those members by the Company and any sum so paid shall be retained by the Company of any sums due or to become
due from the Company by way of fees or other
remuneration in respect of their services to such of the Directors as were in default.

Notice of General Meetings:

$\mathcal{A} \rightarrow \mathbb{R}$ and $\mathcal{A}$

Not less than fourteen days' notice in writing of any 66. general meeting and not less than twenty-one days' notice in the case of any general meeting convened to pass a special resolution specifying the place, day and hour of the meeting and, in the case of special business, the general nature of such business, shall be given in the manner hereinafter
provided to the members entitled to be present at the meeting and to the auditor, provided that, where notice of
any meeting is cabled, telegraphed or telexed from the
Office to any Branch Office, such notice must state the general nature of the business to be transacted but otherwise may be condensed or abbreviated in such manner as the Directors may determine. If at any time when notice of a general meeting convened for the purpose of considering a special resolution is given any of the shares of the Company are quoted on the official list of a Stock Exchange at least

$-23 -$

$\begin{bmatrix} -24 & - \end{bmatrix}$

fifteen business days' (as defined in the Official Listing Rules) notice of the meeting or such other period of notice as is prescribed in such Listing Requirements from time to time shall be given to the Secretary of the Home Exchange.

Omission to Give and Non-Receipt of Notice:

The non-receipt of a notice by or the accidental omission to $67$ give a notice to any of the members of any general meeting shall not invalidate any resolution passed at any such meeting.

PROCEEDINGS AT MEETINGS

Business of General Meetings:

The business of an annual general meeting shall be all or 68. any of the following: To receive and consider the balance sheet, the profit and loss account, and the reports of the Directors and the auditor, to elect Directors in the place of those retiring under these Articles, and to transact any other business which, under these Articles, ought to be
transacted at any annual general meeting and any business which is brought under consideration by any reports of the Directors issued with the notice convening the meeting. All other business transacted at an annual general meeting and all business transacted at any other general meeting shall
be deemed special. The auditor shall be entitled to attend and be heard on any part of the business of any general meeting which concerns him as auditor. And the sense of

Ouorum:

The quorum for a general meeting shall be three members 69. present in person or by representative, proxy or attorney. No business shall be transacted at any meeting (other than an adjourned meeting under Article 71) except the election of a Chairman and the adjournment of the meeting, unless the requisite quorum be present at the commencement of business.

Chairman:

The person who immediately before any general meeting 70. $(a)$ is Chairman of Directors shall be entitled to take the chair at such meeting, or if there be no Chairman, or if at any general meeting he shall not be present within fifteen (15) minutes after the time appointed for holding the meeting, or being present, shall be unwilling to act as Chairman of the meeting, the person who immediately before any general meeting is Vice-Chairman or Deputy Chairman or Directors shall be entitled to take the chair at such meeting, or if there be no Vice-Chairman or Deputy Chairman, or if at any general meeting he shall not be present at the time appointed for holding the meeting, or being present,

shall be unwilling to act as Chairman of the meeting, the members present shall by resolution choose another
pirector as Chairman and, if no Director be present or if all the Directors present decline to take the chair, then the members present shall by resolution choose one of their number to be Chairman of that meeting.

The Chairman shall be responsible for the general conduct of meetings of the Company and for (b) procedures to be adopted thereat. Except as otherwise required by these Articles, the Chairman of any general meeting may at any time he considers it necessary or desirable for the proper and orderly conduct of the meeting demand the cessation of debate or discussion on any question, motion or resolution being considered by the meeting and require such question, motion or
resolution to be put to a vote of the members present, in which case a vote shall be taken on the question, or resolution without further ΩĽ discussion by the members present. The Chairman may require the adoption of such procedures as in his opinion are necessary or desirable for the proper and orderly casting or recording of votes at any general meeting of the Company whether on a show of hands or on a poll.

Adjournment in Absence of Ouorum:

$\mathbf{1} = \mathbf{1} \mathbf{1} \mathbf{1} \mathbf{1} \mathbf{1}$

If within fifteen minutes after the time appointed for the meeting a quorum be not present, the meeting, if convened upon a requisition shall be dissolved, but in any other case. 71. it shall stand adjourned to the same day in the next week at the same time and place, and, if at such adjourned meeting a quorum be not present within fifteen minutes from the time appointed for holding the meeting, the meeting shall be dissolved.

Adjournment:

The Chairman of a general meeting or of an adjourned meeting thereof may at any time during the course of such meeting 72. adjourn from time to time and place to place the meeting or business, motion, question or resolution considered or remaining to be considered by such meeting or . any any debate or discussion in relation thereto and may adjourn any such business, motion, question, resolution, debate or discussion either to a later time at the same meeting or to an adjourned meeting. In the event of the exercising his rights of adjournment of a meeting pursuant to this Article he shall have the sole discretion to decide unless the Chairman exercises in discretion in that regard, no vote shall be taken by the members present in respect of any such adjournment.

$26 -$

Voting: Chairman's Casting Votes:

decided in Every question submitted to a meeting shall be the first instance by a show of hands of the members present and entitled to vote, and, in the case of an equality of $73.$ votes, the Chairman shall, both on a show of hands and at a poll, have a casting vote in addition to the vote or votes to which he may be entitled as a member or as a proxy, attorney or duly appointed representative of a member.

Demand for Poll: Declaration of Vote on Show of Hands:

At any meeting, unless a poll be demanded (before or upon the declaration of the result of the show of hands) by the Chairman or by at least five members then present personally 74. Chairman or by at reason the momentum or by a member or
or by representative, proxy or attorney or by a member or members holding or representing or entitled to vote in
respect of at least ten per centum of the votes exercisable in a general meeting on a poll or of shares having a paid up value of at least ten per centum of the paid up value of all of the issued shares and conferring a right to exercise at least ten per centum of the votes exercisable on a poll, a declaration by the Chairman that a resolution has been
passed or lost, having regard to the majority required, and
an entry to that effect in the book to be kept of the proceedings of the Company, signed by the Chairman of that
or the next succeeding meeting, shall be conclusive evidence
of the fact of the fact of the state of the state of of the fact, without proof of the number of proportion of the votes recorded in favour of or against the resolution.
A poll may be demanded either immediately before or OF immediately after any question is put to a show of hands.

Taking a Poll: Admission or Rejection:

If a poll be demanded as aforesaid, it shall be taken in such manner and at such time and place as the Chairman of 75. the meeting directs, and either at once or after an interval or adjournment or otherwise, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. The demand for a poll may be withdrawn. In the case of any dispute as to the admission or rejection of a vote, the Chairman shall determine the same and such determination made in good faith shall be final and conclusive and not questioned.

Continuance of Business After Demand for Poll:

The demand for a poll shall not prevent the continuance of meeting for the transaction of any business other than the 76. question on which a poll has been demanded. No poll shall be demanded on the election of a Chairman of a meeting and a poll demanded on any question of adjournment shall, subject to Article 72, be taken at the meeting and Swithout adjournment.

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Notice of Adjournment:

If any general meeting shall be adjourned for more than twenty-one days, a notice in writing of such adjournment
shall be given to all the members in the same manner as $77$ notice was or ought to have been given of the original meeting.

VOTES OF MEMBERS

Voting Rights of Members:

Subject to any rights or restrictions on voting from time to time affecting any class of share and subject to Article 11. 78. every member present in person or by representative, proxy or attorney shall on a show of hands have one vote and on a poll every member present in person or by representative, proxy or attorney shall in respect of each fully paid share held by him and in respect of each partly paid share on which all calls which have become due and payable have been duly paid have one vote for that share, provided that in respect of partly paid shares issued other than on a prorata basis to members every member shall on a poll have such number of votes as bears the same proportion to the total of such shares registered in his name as the amount of the issue price thereof paid up bears to the total issue price thereof.

Voting Rights of Personal Representatives etc.:

Any person entitled under Article 34 to transfer any shares may vote at any general meeting in respect thereof in the 79. same manner as if he were the registered holder of such shares, provided that twenty-four hours at least before the time of holding the meeting at which he proposes to vote he shall satisfy the Directors of his right to transfer such shares, unless the Directors shall have previously admitted his right to vote at such meeting or at a previous meeting in respect thereof.

How Votes May be Given:

Votes may be given personally or by representative, proxy or 80. attorney, as hereinafter provided.

Representatives of Corporations:

Any corporation, being a member and entitled to vote, may by resolution of its directors or other governing body or by an 81. instrument of proxy authorise any person, though not a meetings, and such representative shall, in accordance with his authority and until his authority is revoked by the corporation which he represents, be entitled to exercise the same powers on behalf of the corporation which he represents

$-28$ –

that corporation could exercise if it were a natural as` person who was a member.

Appointment of Proxies:

Any member may appoint not more than two proxies to vote on his behalf and may direct the proxy or proxies to vote either for or against each of any resolution. member appoints two proxies the appointment shall be of no
effect unless each proxy is appointed to represent a
specified proportion of the member's voting rights, A proxy need not be a member of the Company. appointing a proxy (and power of attorney, if any, under which it is signed or proof thereof to the satisfaction of which it is signed of the Local Board as the case may be) shall be deposited duly stamped (if necessary) at the Office or
such other place or places as the Directors may determine from time to time not less than forty-eight hours before the time for holding the meeting or adjourned meeting or poll at which the person named in such instrument proposes to vote. No instrument appointing a proxy shall, except as provided in this Article, be valid after the expiration of twelve months from the date of its execution. Particulars of proxies deposited at a Branch Office shall be sent from the Branch Officer by letter, telegram, cablegram, radiogram, telegram, radiogram, telegram, telegram, facsimile or other mode of telex, wireless, telegraphy, facsimile or other mode of transmission designated by the Directors arrive there before the time for holding the meeting or adjourned meeting or Foll at which such proxies may be used. Any member who is or intends to be absent or resident abroad may deposit at the Office or Branch Office an instrument duly stamped (if necessary) appointing a proxy and such
appointment shall be valid for all meetings whatever during such absence or residence abroad and until revocation.

Form and Execution of Instrument of Proxy:

83.

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$82 -$

An instrument appointing a proxy shall be in writing under
the hand of the appointor or of his attorney or if such appointor is a corporation under its common seal or under the hand of a duly authorised officer but need not be witnessed and maybe in the usual common form or in such other form as the Directors may from time to time prescribe instrument of proxy shall be deemed to include the right of the proxy to demand or join in demanding a poll and shall (except to the extent to which the proxy is specially directed to vote for or against any proposal) include power for the proxy to act generally at the meeting for the person giving the proxy. An instrument appointing a proxy whether in the usual common form or not appointing a proxy whether in the model common and as well. for any adjournment of the meeting as for the meeting $\mathbb{R}_{\mathbb{R}^2}$ $\mathcal{M} \rightarrow \mathbb{R}$ which it relates.

1. 郭四县 1980年

$-29 -$

Directors Shall Issue Forms:

The Directors shall at the cost of the Company issue with every notice of a general meeting of members or any class g4. thereof a form of proxy for use by members. Each such form shall leave blank the name of the first proxy to be appointed but may include thereafter the names of any of the pirectors or any other persons as suggested proxies. Such forms shall be so worded that a proxy may be directed to vote either for or against each or any of the resolutions to be proposed.

Attorneys of Members:

Any member may, by duly executed power of attorney, appoint an attorney to act on his behalf at all or certain specified $85$ meetings of the Company and such power of attorney or proof
thereof to the satisfaction of the Directors or the Local Board shall, be produced for inspection at the Office or such other place or places as the Directors may determine from time to time, together with such evidence of the due execution thereof as the Directors or the Local Board, the case may be, may require, before the attorney shall be entitled to act thereunder, and such attorney may be authorised to appoint a proxy for the member granting the power of attorney.

Validity of Vote Given in Accordance With Instrument of Contract Contract Proxy etc.:

A vote given in accordance with the terms of an instrument of proxy or power of attorney shall be valid notwithstanding 86. the previous death of the principal or revocation of the proxy or power of attorney or transfer of the shares in respect of which the vote is given, provided no intimation in writing of the death revocation or transfer shall have been received at the Office before the meeting. Subject to paragraph (f) of Article 11, a proxy shall not be revoked by the principal attending and taking part in the meeting, unless such principal actually votes on the poll at such meeting on the resolution for which the proxy is to be used.

Rights of Member Indebted to Company in Respect of Other Shares:

Subject to any restrictions from time to time affecting the right of any member or class of members to attend any 87. meeting, a member holding a share or shares in respect of which for the time being no moneys are due and payable to the Company shall be entitled to be present at any general meeting and to vote and be reckoned in a quorum notwithstanding that moneys are then due and payable to the Company by such member in respect of other shares held by him, provided that upon a poll a member shall only be entitled to vote in respect of any shares held by him upon

法应纳 接收 原本

神論の音を「聞き物」の「「物」皆 しまい 大学 精神的な

$-30 -$

which, at the time when such poll is taken, no moneys are due and payable to the Company.

DIRECTORS

Number of Directors:

Subject to the next succeeding Article, the number of Directors (not including Alternate Directors) shall be not less than three (3) nor until otherwise determined by the 88. Company in general meeting more than fifteen (15). A person is incapable of being appointed as a Director unless he is a natural person who has attained the age of eighteen years. No corporation is eligible to be appointed a director of the Company.

Company May Increase or Reduce Directors:

The Company in general meeting may from time to time
increase or reduce the number of persons who may be appointed Directors but the minimum shall not be reduced 89. below three.

Power to Fill Casual Vacancies and Appoint Additional Directors: Retirement of Appointees:

Subject to Article 88 the Directors shall have power. from time to time and at any time to appoint any other persons to be Directors either to fill casual vacancies or as additions to their number. Any Director so appointed shall hold .90. co their number. Any Director so appointed shail noid
office only until the conclusion of the next following annual general meeting but shall not be taken into account in determining the number of Directors who are to retire by rotation at such meeting.

Continuing Directors to Act in Certain Circumstances:

If at any time the number of Directors falls below the minimum number fixed by or in accordance with these 91. Articles, the continuing Director or Directors may, as regards an act or matter required to be done in an emergency, only act for the purpose of increasing the number of Directors to that minimum number or of calling a general meeting of the Company but for no other purpose.

Share Oualification of Directors:

$92.$

• Until otherwise determined by the Company in general meeting a Director need not hold any shares $(a)$ Company as a qualification for office.
• No person of or over the age of seventy-two years shall. be appointed or act as a Director of the Company but nothing in this Article shall prevent a person from $(b)$ acting as a director of the Company during the period

in the CHATIONAL

commencing on the date on which he attains the age of
seventy-two years and ending at the conclusion of the annual general meeting of the Company commencing next after that day.

Company Auditor May Not Act as Director:

No person may be appointed as a Director or Alternate Director of the Company if his appointment as such would $93$ result in a person who or a firm which is then an auditor of the Company becoming prohibited under the Code from acting as an auditor of the Company.

Remuneration of Directors:

The Company in general meeting may by resolution from time to time determine the sum to be paid from Company funds to 94. the Directors by way of remuneration for each financial year of the Company for their services as Directors. Any sum so determined shall not be increased other than by the Company by resolution in general meeting where the notice to members convening the meeting states the amount of the proposed The Directors shall have the sole and exclusive right to divide and distribute the sum so determined by the Company in general meeting or such part thereof as they shall determine among themselves as their respective remuneration and in such proportions between them as they may agree upon and in default of agreement in equal shares. Any part of the sum not so distributed by the Directors as remuneration in any one financial year of the Company shall cease to be available for subsequent distribution and the Directors shall have no rights of remuneration in respect thereto. Until the Company by resolution in general meeting makes a determination as to the sum to be paid to Directors by way of remuneration but not thereafter the Directors may at any time and from time to time determine a sum (not exceeding One Hundred Thousand Dollars per annum) to be paid from Company funds and divided and distributed among the The expression way of remuneration. "remuneration" where used in the Article shall not include $-$ by Directors the remuneration which may otherwise be payable to a Director pursuant to Article 95.

Reimbursement of Expenses:

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Any Director who serves on any committee, or who devotes 95. special attention to the business of the Company, or who otherwise performs services which in the opinion of the Directors are outside the scope of the ordinary duties of a Director, or who at the request of the Directors engages in any journey on the business of the Company, may be paid such
extra remuneration by way of salary or otherwise as the Directors may determine.

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Prohibition of Certain Modes of Remuneration:

Notwithstanding anything contained in these Articles, no pirector shall be paid as part or whole of his remuneration 96. as a Director a commission on or percentage of turnover and no Director (other than a Managing Director appointed pursuant to Article 115) shall be paid as part or whole of his remuneration as aforesaid a commission on or percentage of profits.

peclaration of Directors May Contract With Company: Votes of Interested Directors: Interest:

$97.$

No Director shall be disqualified by his office from contracting or entering into any arrangement with the $(a)$ Company either as vendor, purchaser or otherwise, shall any such contract or arrangement or any contract onall any such contract of all opportunity of the or arrangement entered into by or on behalf of the interested be avoided, nor shall any Director so contracting or being so interested be liable to account the Company for any profit realised by any such contract or arrangement, by reason of such Director holding that office or of the fiduciary relationship thereby established, or of any office or property held by the Directors which might create duties or interests. in conflict with their duties or No Director shall, as a Director, vote in respect of any contract or arrangement in which he has directly or indirectly a personal interest and, if he does so vote, his vote shall not be counted, but this prohibition as to voting shall not apply to any contract by or on behalf of the Company and in relation to a Director who is interested merely as a shareholder or director of another company to give to that Director any security for advances or by way of indemnity, to allot to that director any shares in, or debentures of, the Company or for that Director to enter into any contract or arrangement with the Company. Subject to compliance with the Official Listing Rules, such prohibition may at any time or times be suspended or relaxed to any extent by the Company in general meeting. A Director who is interested in any contract or arrangement as aforesaid may notwithstanding such
interest attest the affixing of the Seal to any
document evidencing or otherwise connected with such contract or arrangement.

Details of Certain Contracts etc. to be Given in Notice to Balance Sheets:

The Company shall by way of a note attached to the balance sheet or in the Directors' Report send to all $\langle \mathbf{b} \rangle$ shareholders relevant details of any contract or entered into by the Company or its arrangement

计现象

$-33 -$

subsidiaries and which is subsisting at the end of the financial year of the Company or which, if not then subsisting, was entered into since the end of the previous financial year of the Company, in which a birector of the Company has directly or indirectly a personal material interest. Such details shall include names of the parties to the contract arrangement, the name of the Director should he not be a party to the contract or arrangement and the general nature of the contract or arrangement and of the interest of the Director therein. Notwithstanding the foregoing, details need not be sent of any contract or entered into by the Company or subsidiaries in the normal course of business, or of any employment contract under which a Director receives emoluments required by the Code to be shown comprising part of the total to be shown in the accounts or the group accounts. For the purposes of this Article "contract or arrangement" shall include any agreement or arrangement whether formal or informal and whether express or implied and shall include an agreement which is not enforceable at law whether or not it was intended so to be.

Notwithstanding anything elsewhere in these Articles contained or implied, for the purposes of paragraphs and (b) of this Article a Director shall not have $\mathbf{(c)}$ or be deemed to have directly or indirectly a personal material interest in a contract or arrangement between the Company and any subsidiary of the Company by reason only of being a shareholder in or Director of the Company or by being a director or member of any such subsidiary.

Director May Hold Other Office Under the Company: Director May be Interested in Other Companies:

A Director may hold any other office or position under the Company (except that of auditor) and on such terms as to 98. remuneration or otherwise as the Directors shall approve. A Director may be or become a director of or hold any other office or place of profit under any corporation promoted by the Company or in which it may be interested, whether as a vendor or shareholder or otherwise, and no such Director shall be accountable for any benefits received as a director or member of or holder of any other office or place of profit under such corporation. The Directors may exercise the voting power conferred by the shares in any corporation held or owned by the Company in such manner in all respects. as the Directors think fit (including the exercise thereof in favour of any resolution appointing the Directors or any of them directors of such corporation or voting or providing for the payment of remuneration to the directors of such corporation) and any Director of the Company may vote in favour of the exercise of such voting rights in manner aforesaid notwithstanding that he may be, or be about to be,

्राह

Although the Cons

appointed a director of such corporation and as such is or may become interested in the exercise of such voting rights in the manner aforesaid.

Directors May Lend to Company:

The Directors or any of them may lend money to the Company at interest with or without security or may, $99$ commission or profit, guarantee the repayment of any money borrowed by the Company and underwrite or quarantee the subscription of shares or securities of the Company or of any corporation in which the Company may be interested without being disqualified in respect of their or his office and without being liable to account to the Company for any such commission or profit.

ROTATION OF DIRECTORS

1. Subject to the provisions of Article 90 the following provisions shall apply to all the Directors -

Retirement of Directors:

At every annual general meeting one-third of the Directors or, if their number be not a multiple of (a) three, then the number nearest to one-third shall
retire from office. A retiring Director shall retain office until the dissolution or adjournment of the meeting at which his successor is elected.

Who Must Retire:

The Directors or Director to retire pursuant to the last preceding paragraph shall be the Directors or
Director longest in office since last being elected but (b) as between Directors who were elected on the same day the Directors or Director to retire shall (in default of agreement between them) be determined by lot. length of time a Director has been in office shall be computed from his last election or appointment. A retiring Director who was previously elected shall be eligible for re-election. A retiring Director who was previously appointed under Article 90 shall be eligible election. Notwithstanding anything contained elsewhere in this Article, a Director (other than a Managing Director) shall retire from office at the conclusion of the third annual general meeting which he was elected or re-elected. TION.

Filling of Vacated Offices:

The Company at any annual general meeting at which any Directors retire in any manner aforesaid may by $\mathbf{c}$ resolution fill the vacated office by electing $a_{\alpha}^{2}$

number of persons to be Directors and may fill up any other vacancies.

When Retiring Directors to Continue in Office:

If, at any annual general meeting at which an election of Directors ought to take place, the places of the $(d)$ retiring Directors are not filled, the retiring Directors, or such of them as have not had their places filled shall (if willing to act) continue in office until the annual general meeting in the next year and so on from year to year until their places are filled, unless and except in so far as it shall be determined at such meeting to reduce the number of Directors.

Removal of Directors Whilst in Office:

The Company in general meeting may at any time by
resolution remove any appointed or elected Director $(e)$ resolution remove any appointed of office and, if
before the expiration of his period of office and, if so desired, elect another person in his stead. person so elected shall hold office during such time only as the Director in whose place he is elected would have held office if he had not been removed.

Nomination of Directors:

No person (not being a retiring Director) shall be eligible for election to the office of Director at any (f) general meeting unless he, or some member intending to propose him, has at least fifteen days before the meeting left at or dispatched to and which has been received at the Office a notice in writing duly signed by the nominee giving his consent to the nomination and signifying his candidature for the office, or the intention of such member to propose him or unless he has been recommended by the Directors for election and notice in writing of such recommendation has been left at or dispatched to and which has been received at the Office at least eleven days before the meeting. Notice in writing of every candidature for the position of Director shall be served on members at least seven days before the meeting at which the election is to take place.

ALTERNATE DIRECTORS

			May Appoint Alternate Directors:	FLOATPTONS
Director
		Applicable to Alternate Director:		୍ତ

$\mathcal{L} = { \mathcal{L} }$

a she kee

1. Subject to the provisions of Article 93 each Director shall have power from time to time, by writing under his hand, to appoint any person approved by a majority of the other
   Director to act as an Alternate Director in his place, whether for a stated period or period or until the happening

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of a specified event or from time to time, whenever by absence or illness or otherwise he shall be unable to attend to his duties as a Director, and a copy of any such appointment shall be given forthwith by the appointor to the Secretary of the Company. The following provisions shall apply to any such Alternate Director:

• He may be removed or suspended from office by notice in writing from the Director by whom he was appointed to $(a)$ the Company;
• He shall be entitled to attend meetings of the
  Directors and to vote thereat if the Director by whom $(b)$ he was appointed be not present;
• He shall be entitled to exercise all the powers (except the power to appoint an Alternate Director) and perform $(c)$ all the duties of a Director, in so far as the Director by whom he was appointed has not exercised or performed them;
• share any not be required to hold shall $(d)$ He qualification in the Company;
• He shall not (without prejudice to his right to
  reimbursement for expenses pursuant to Article 95) be (e) entitled to receive any remuneration as a Director from the Company, and any remuneration (not reimbursement for expenses as aforesaid) paid to him by the Company shall be deducted from the remuneration of the Director by whom he was appointed;
• Alternate (f) He shall automatically cease to be an Director if the Director by whom he was appointed vacates office or dies;
• He shall not be taken into account in determining the number of Directors or rotation of Directors; and $\left( 9\right)$
• He shall, whilst acting as a Director, be responsible to the Company for his own acts and defaults and shall $(h)$ not be deemed to be the agent of the Director by whom he was appointed.

VACATION OF OFFICE OF DIRECTOR

Office of Director to be Vacated in Certain Circumstances: RNATIONA

1. The office of a Director shall be vacated:

If he becomes an insolvent under administration suspends payment generally to his creditors; $(a)$

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$\tau$ .

• If he becomes of unsound mind or a person whose person or estate is liable to be dealt with in any way under $(b)$ the laws relating to mental health;
• If he resigns office by notice in writing to the Company addressed to it at the Office; or $\mathbf{c}$
• If he is removed from office pursuant to paragraph $(e)$ $(d)$ of Article 100.

SECRETARY

Appointment of Secretary:

1. The Directors shall appoint at least one Secretary and may remove him and may appoint a person as an acting secretary or otherwise to perform all or any of the duties of a secretary and remove a person so appointed.

PROCEEDINGS OF DIRECTORS

Procedure Relating to Directors Meetings:

• The Directors may meet together for the dispatch of business, adjourn and otherwise regulate their meetings $104.$ (a) as they think fit and determine the quorum necessary for the transaction or business. Until otherwise
  determined, three Directors present in person, by
  telephone or by other means of communication shall form a quorum (including Alternate Directors).
• Notice (which may be verbal or in writing) of a meeting shall be given to each Director (including Alternate Directors) personally or be telephone, telex, facsimile (b) or by delivering it to him at a reasonable time before the meeting or by sending it by pre-paid post addressed
  to him at his usual or last known place of abode at least three business days before the date of the meeting.
• A Director shall be deemed to have received notice of a meeting if that director is informed of such meeting at $(c)$ any previous meeting of Directors or if such meeting is held at such agreed time and place as previously determined by the Directors and notified to each $\sim 36\%$ Director in accordance with sub-clause (b).
• The Directors may conduct their meetings by telephone or other means of communication without a Director or $(d)$ Directors being in the physical presence of another Director or Directors.

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$-37 -$

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Convening of Meetings:

1. The Directors may at any time, and the Secretary, upon request of a Director, shall, convene a meeting of the Directors.

the

Votes at Meetings:

1. Questions arising at any meeting of Directors shall be decided by a majority of votes and in the case of an decided by a majority of votes and in the case of an second or casting vote.

Chairman:

1. The Directors may elect a Chairman and may elect a Vice-Chairman of their meetings and determine the period for which each is to hold office but if no Chairman or Vice-Chairman be elected or if in any meeting the Chairman or
   Vice-Chairman be not present at the time appointed for holding such meeting the Directors present shall choose one of their number to be Chairman of such meeting.

Powers of Meetings:

1. A meeting of the Directors for the time being at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions for the time being vested in or exercisable by the Directors generally by or under these Articles.

Delegation of Powers to Committees:

1. The Directors may, by resolution or by power of attorney or
   writing under the Seal, delegate any of its powers to Committees consisting of such member or members of their body or to any person or persons as the Directors think fit.
   Any Committee so formed or person or persons so appointed shall, in the exercise of the powers so delegated, conform to any regulations that may from time to time be imposed by the Directors.

Proceedings etc. of Committees:

1. The meetings and proceedings of any Committee shall be governed by the provisions herein contained for regulating the meetings and proceedings of the Directors, so far as the angl regulations made by the Directors under the last precedings Article.

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ત્રીકેટ પ્રદ

Validity of Acts:

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1. All acts done at any meeting of the Directors or by a Committee or by any person acting as a Director shall, notwithstanding that it shall afterwards be discovered that there was some defect in the appointment of the Directors or the Committee or persons acting as aforesaid or any of them or that they or any of them were disqualified, be as valid
   as if every such person had been duly appointed and was qualified and continued to be a Director or a member of the Committee (as the case may be).

Resolution in Writing:

1. A resolution in writing signed by all the Directors for the time being (not being less than the number required for a quorum at a meeting of the Board) shall be as valid and effectual as if it had been passed as a meeting of the Directors duly called and constituted and may consist of several documents in the like for each signed by one or more of the Directors. For the purposes of this Article the references to "Directors" include any Alternate Director but do not include any other Alternate Director. A cable telegram telex or other document produced by mechanical or electronic means and bearing a signature of a Director printed with his authority by mechanical or electronic means shall be deemed to be a resolution in writing signed by the Director.

Director May Authorise Another Director to Vote for Him:

1. A Director who is unable to attend any meeting of the Directors may authorise any other Director to vote for him at that meeting and in that event the Director so authorised shall, subject to Article 97, have in addition to his own vote one vote for each Director by whom he is so authorised. Any such authority must be in writing or mode designated by the Directors and must be produced at the meeting at which the same is to be used and be left with the Secretary for filing.

POWERS OF DIRECTORS

General Powers of Directors:

The management and control of the business and affairshing of the Company shall be vested in the Directors $\leq$ who $114. (a)$ (in addition to the powers and authorities expressly conferred upon it by these Articles) may exercise all such powers and do all such acts and things as are not hereby or by statute expressly directed or required to be exercised or done by the Company in general meeting but subject nevertheless to the provisions of these

Articles and to any regulations from time to time made by the Company in general meeting, provided that:

• No regulation shall invalidate any prior act of the Directors which would have been valid if such $(1)$ regulation had not been made; and
• (ii) Any sale of the Company's main undertaking and any payment of remuneration to any Director for services in connection therewith shall only be made subject to the approval or ratification thereof by the Company in general meeting.

Specific Powers of Directors

• Without limiting the generality of paragraph (a) of this Article 114, and the other powers and authorities $(b)$ expressly conferred by these Articles it is hereby expressly declared that the Directors shall have the following powers, that is to say:
• To purchase or otherwise acquire for the Company any property rights or privileges which the Company is authorized to acquire at $(1)$ such price and generally on such terms and conditions as they think fit;
• To secure the fulfillment of any contracts or agreements entered into by the Company by mortgage or charge of all or any of the property of the Company and its uncalled $(ii)$ capital for the time being or in such other manner as they may think fit;
• To appoint and at their discretion remove or suspend such managers secretaries officers $(iii)$ . clerks agents and servants for permanent temporary or special services as they may from time to time think fit and to determine their powers and duties and fix salaries or emoluments and to require security in such instances and to such amount as they think fit;
  • To institute conduct defend compound or. abandon any legal proceedings by or against the Company or its officers or otherwise concerning the affairs of the Company and also to compound and allow time for payment of the compound and allow time for payment of all of claims or demands by or against the Company;

$(v)$

$(\mathbf{iv})$

To refer any claims or demands by or against the Company to arbitration and observe and $\mathbb{Z}$ perform the awards;

$4.76$ $H$ $\sim$ $H$

To make and give receipt releases and other discharges for money payable to the Company $(vi)$ and for the claims and demands of Company; To determine who shall be entitled to sign on the Company's behalf receipts acceptances $(vii)$ releases endorsements documents; From time to time to provide for the management of the affairs of the Company in any $(t$ iiv $)$ place or country in such manner as they think fit and in particular to appoint any persons
to be the attorneys or agents of the Company with such powers (including power to subdelegate) and upon such terms as the Directors think fit; To invest and deal with any of the moneys of the Company not immediately required for its $(\mathbf{ix})$ purposes upon such securities (not being shares in the Company) and in such manner as they may think fit and from time to time, to vary or realise such investments; To give to any person employed by the Company a commission on the profits of any particular $(x)$ business or transaction or a share in the general profits of the Company and such commission or share of profits shall be treated as part of the working expenses of

$(xi)$

the Company;

To enter into all such negotiations and
contracts and rescind and vary all such
contracts and execute and do all such acts deeds and things in the name and on behalf of the Company as they may consider expedient for or in relation to any of the matters
aforesaid or otherwise for the purposes of the Company; and

$(xii)$

$\mathbb{R}^{n-1}$

To lend money to the Company at interest with or without security or may for a commission or profit guarantee the repayment of any money borrowed by the Company and underwrite
or guarantee the subscription of shares or securities of the or any company in which disqualified in respect of their $\sqrt{\text{or}}$ in office and without being liable to account to the Company for any such commission sor profit.

$200$

Land a step of

MANAGING DIRECTORS

$-42 -$

Appointment & Remuneration of Managing Director:

1. The Directors may from time to time appoint one or more of their body to be a Managing Director or Managing Directors of the Company, either for a fixed term not exceeding five years or without any limitation as to the period for which he or they is or are to hold such office, but not for life, and at such remuneration which may be by way of salary or commission on or participation in profits or by any or all of these modes as the Directors shall from time to time determine, and may confer upon any Managing Director such of the powers exercisable under these Articles by the Directors as they may think fit and upon such conditions as they may expedient, but every Managing Director nevertheless remain subject to the control of the Directors.

Conditions of Office of Managing Director:

1. A Managing Director, while he continues to hold that office shall not be subject to retirement by rotation and shall not be taken into account in determining the rotation or
   retirement of Directors or the number of Directors to retire, but he shall, subject to the provisions of any contract between him and the Company, be subject to the same
   provisions as to resignation and removal as the other Directors of the Company, and, if he ceases to hold the office of Director from any cause, he shall ipso facto and immediately cease to be a Managing Director.

MINUTES

Minutes:

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• 1. The Directors shall cause minutes to be duly entered in books provided for the purpose -
• Of the names of the Directors present at each meeting of the Directors and of any Committee of Directors; $(a)$
• Of all orders made by the Directors and any Committee $(b)$ of Directors; and
• Of all resolutions and proceedings of general meetings and of meetings of the Directors and any Committee of $(c)$ المتكشفتين Directors; NONTA

and any such minutes of any meeting of the Directors of 8 any Committee of Directors or of the Company, if purporting be signed by the Chairman of such meeting $\sqrt{\sigma}$ $\frac{1}{2}$ $\sigma$ Chairman of the next succeeding meeting, shall be receivable. as prima facie evidence of the matters stated in the relevant books within one month after the relevant meeting is held,

縣

LOCAL MANAGEMENT

$-43 -$

Management of Company's Affairs Abroad and in Specified Localities:

1. The Directors may from time to time provide for the management of the affairs of the Company abroad in such a manner as the Directors shall think fit and the provisions contained in the five next following Articles shall be without prejudice to the general powers conferred by this Article.

Appointment of Local Boards etc.:

1. The directors from time to time and at any time may establish any Local Boards, committees or agencies for managing any of the affairs of the Company abroad or in any specified locality and may appoint any persons to be members of such
   Local Boards or committees or any managers or agents (hereinafter called "Local Board Members") and may fix their remuneration. Every Director while present in the place in which any such Local Board or committee shall have been
   established shall be ex officio a member thereof and entitled to attend and vote at all meetings thereof held while he is present in such place.

Power of Local Boards:

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1. The Directors from time to time and at any time may delegate to any Local Board Members any of the powers, authorities and discretions for the time being vested in the Directors (other than the power to make calls) and may authorise the Local Board Members or any of them to fill up any vacancies therein and to act notwithstanding vacancies, and such appointment or delegation may be made on such terms subject to such conditions as the Directors may think fit and the Directors may at any time remove Local Board Members and may annul or vary any such delegation.

Powers of Attorney:

1. The Directors may at any time and from time to time by power of attorney under the Seal appoint any persons to be attorneys of the Company for such purposes and with such powers, authorities and discretions (not exceeding those
   vested in or exercisable by the Directors under these Articles) and for such period and subject to such conditions as the Directors may from time to time think fit, and any such appointment may (if the Directors think fit) be made in favour of Local Board Members established as aforesaid or inser favour of any company or of the members, directors, nominees or managers of any company or firm or otherwise in favour of any fluctuating body of persons whether nominated directly or indirectly by the directors, and any such power of

引く

attorney may contain such provisions for the protection or convenience of persons dealing with such attorneys as the Directors think fit.

subdelegation:

1. Any such delegate or attorney as aforesaid may be authorised by the Directors to subdelegate all or any of the powers authorities and discretions for the time being vested in him.

Branch Register:

1. The Company may cause to be kept a branch register of members, and, subject to local law, the Directors may from time to time determine what members or class of members may be registered therein and appoint an authority in any place in which a Branch Register is kept to keep the same and enter therein and remove therefrom particulars of shares transferred from or to the Register or any other Branch Register and approve such of or reject transfers in any such Branch Register, and every such authority, if so authorised
   by the Directors, may, in respect of transfers or other entries proposed to be registered in the Branch Register for which such authority is appointed, exercise all the powers of the Directors in the same manner and to the same extent and effect as if the Directors were actually present and exercised the same.

THE SEAL

Affixing of Seal:

1. The Directors shall provide for the safe custody of the Seal which, subject to Article 14, shall never be used except by the authority of a resolution of the Directors or of a Committee. Every instrument to which the Seal is affixed, subject as aforesaid, shall be signed by a Director and countersigned by the Secretary or by a second Director or by some other person appointed by the Directors for the purpose.

CHEOUES, BILLS, ETC.

CM 7

Negotiable Instruments:

1. All cheques, bills of exchange and promissory notes shall be signed, drawn, made, accepted or endorsed (as the case may be) for and on behalf of the Company by two Directors. one Director and the Secretary or some other officer authorised by the Directors, or in such other manner as the شتا ہ Directors may from time to time determine. $\sim$

DIVIDENDS AND RESERVES

Directors may declare dividends:

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1. Subject to any rights or restrictions from time time to affecting any class of share the Directors may from time to time declare a dividend to be paid to the members entitled The dividend so declared shall (subject to the there co. The change of the holders of shares
   rights of or any restrictions on the holders of shares
   created or raised under any special arrangement as to
   dividend) be payable on all shares in proportion to the amount of capital for the time being and from time to time paid up or credited as paid up in respect of such shares;
   provided however that (for the purposes of this Article only) no amount paid on a share in respect of capital or premium in advance of calls or the due date for the payment of any instalment shall be treated as paid on that share. The Directors may declare a dividend on all shares or may declare at any one meeting of the Directors two or more dividends so that each dividend is declared on any shares to the exclusion of any other shares but so that the amount payable (out of the total of the amount of all dividends declared at that meeting) on all shares is (subject as mentioned above) in the aforesaid proportion. other than dividends declared pursuant to Article 133 shall be declared in the currency of the United States of America, but the Directors may determine that any dividend shall be paid in such other currency or currencies as the shall in respect of such dividend determine and in that
   event and for that purpose the Directors may at the time of declaration of such dividend, stipulate a date upon which shall be determined as hereinafter provided the rate or rates at which the amount of dividend in the currency of the United States of America shall be converted into such other currency or currencies for the purpose of such payment. rate or rates to be so determined shall be that or those which the Directors in their discretion determine. as aforesaid in another currency or currencies of the amount of any declared dividend converted pursuant to this Article shall be deemed as between the Company and any member to whom payment is so made, and as against all other members, to be an adequate and proper payment of the amount of the dividend as so declared.

Capitalisation of Capital Profits:

$127. (a)$

Before declaring any dividend the Directors may in their discretion and subject to the provisions of this Article decide that each holder of ordinary shares may. at his option elect to forego his right to share in a proposed dividend and instead receive an issue of restrictions and upon the terms and conditions sets out below.

If the Directors resolve to give the shareholders such option in relation to any proposed dividend they $(b)$ shall forward to each shareholder who will be entitled to share in that proposed dividend, a notice in writing of the amount of the dividend proposed to be declared the Directors and a notice ("the notice election") by which the shareholders may elect. to forego the proposed dividend which otherwise would have been paid to them on their ordinary shares and to receive in place of that dividend ordinary shares to be allotted and issued to the shareholders credited as fully paid in accordance with the following provisions this Article. A shareholder may complete a notice of election to forego the dividend in the manner set forth above in respect of some or all of his ordinary shares and the Directors shall when forwarding such notices, fix a period within which the shareholders must return the notice of election to the Company or, at the member's discretion dispatch to the Company a notice in writing in the form of the notice of election (also referred to hereinafter as "the notice election").

The number of shares to be allotted and issued to shareholders who exercise the option to forego a $(c)$ proposed dividend and to receive fully paid ordinary shares instead of that proposed dividend, shall be the whole number next below that calculated by the formula:

D

$\overline{c}$

in which

ping ang sawa

• equals the total amount of dividend expressed in cents that would have been paid to the shareholder D on the ordinary shares in respect of which he has given a notice of election to forego the dividend, had he not given such a notice of election; and
• equals the higher of the par value of one ordinary share or the average (mean) of the middle market $\mathbf C$ quotation for one fully paid ordinary (expressed in terms of cents and fractions of a as shown in the daily official list published by the Home Exchange for five (5) cent) business days immediately prior to the day on which the Directors resolve shall be the closing. date for return of notices of election pursuant to this Article less such amount not exceeding five $\delta \phi$ (5) per centum of such middle market quotation as in accordance with the provisions of this sentence PROVIDED ALWAYS that C

图象不断接触的第三人称形式 医动物

is not less than the par value of one ordinary share.

• Notwithstanding any other provisions of this Article the Directors may in their sole discretion resolve that $(d)$ a shareholder shall not be entitled under this Article to forego such amount of dividend per share as they may from time to time determine.
• The powers given to the Directors by this Article are in addition to all other provisions for capitalisation $(e)$ of undivided profits of the Company standing to the credit of any reserve or other account or of any other sum in the hands of the Company and available for distribution or capitalisation provided for by these Articles.

Dividends Payable Only Out of Profits:

1. No dividend shall be payable except out of profits, and no dividend shall carry interest as against the Company.

Interim Dividends:

1. The Directors may from time to time pay to the members on account of the next forthcoming dividend such interim dividends as in their judgment the position of the Company justifies.

Directors to Determine Profits: Reserve Funds:

1. The declaration of the Directors as to the amount of the net profits of the Company shall be conclusive. The Directors
   may, in arriving at the net profits of the Company, first set aside such as in the opinion of the Directors is
   proper to provide for bad and doubtful debts, to replace
   wasting property, to write down the valuation of the Company's intangible assets and to maintain the plant, works and property used in the Company's business or any part
   thereof, and, in addition thereto, the Directors may create a reserve or reserves out of the profits of the Company by
   setting aside, in priority to any dividend, such sums as
   they shall think fit for the purpose of meeting contingencies, equalising dividends and providing a reserve for any purpose for which the profits of the Company may be applied and may divide any of the sums so set aside into
   such special accounts as it thinks fit and may at any time resort thereto for dividends or bonuses.

Investment of Reserve Funds:

1. The Directors may invest any sums representing the whole or $\frac{1}{2}$ any part of such reserve as aforesaid as a fund in such shares or securities or other investments (not being shares of the Company or its holding company, if any) as the Directors in their absolute discretion may think fit and may

ANTIONAL ES

$-48 -$

from time to time deal with, vary or dispose of the whole or any part thereof for the benefit of the Company. Any income derived from or accretions to such shares, securities or other investments may either be carried to the credit of the reserve fund or reserve funds represented by such shares, securities or other investments or be dealt with as profits arising from the business of the Company.

Directors May Employ Reserve Funds in Company's Business:

• 1. The Directors shall have full power to employ in the business of the Company the whole or part of any reserve not invested as a fund as aforesaid and without being bound to keep the representative assets separate from other assets of the Company.
• 1. When declaring a dividend, the Directors may:

Dividends in Specie:

Direct payment of such dividend wholly or in part by the distribution of specific assets or documents of (a) title and in particular of fully paid-up shares, debentures or debenture stock of any other corporation, including a no-liability company, or of partly paid-up
shares of any no-liability company, or in any one or
more such ways, and, where any difficulty arises in regard to the distribution, the Directors may settle that difficulty as they think expedient, and in
particular may issue fractional certificates and may fix the value for distributions of such specific assets or any part thereof and may determine that cash
payments shall be made to any members based upon the
value so fixed in order to adjust the rights of all parties, and may vest any such specific assets in
trustees upon such trusts for the persons entitled to the dividend as may seem expedient to the Directors;

Differentiation Among Shareholders in Sources of Payment of Dividends:

Direct that such dividend be payable to particular
shareholders wholly or partly out of any particular
fund or reserve or out of profits derived from any $(b)$ particular source and to the remaining shareholders wholly or partly out of any other particular fund or reserve or out of profits derived from any other particular source and may so direct notwithstanding that by so doing the dividend will form part of the assessable income for taxation purposes of some shareholders and will not form part of the assessable income of others; or

Re-investment of Dividend Entitlements:

Where the Company in general meeting has approved the adoption by the Company of a Plan or Scheme relating to $(c)$ investment at the election of shareholders of dividends declared in accordance with these Articles, determine
and announce that each Member entitled from time to time to participate in a distribution of dividends so declared may elect that the payment of the dividend be satisfied in respect of all or a portion of the shares held by the Member, by the allotment of fully or partly paid-up shares in accordance with such Plan or Scheme, particulars of which may be determined from time to time. The provisions of these Articles relating to
partly paid shares shall mutatis mutandis apply to partly paid shares allotted as contemplated by this paragraph (c).

Transfer of Shares - When Not to Carry Dividend:

1. A transfer of shares registered after the transfer books close for dividend purposes but before a dividend is payable shall not pass the right to any dividend declared thereon before the books are closed.

Retention of Dividends:

1. The Directors may retain the dividend payable upon shares which any person is under Articles 33 or 34 hereof entitled to transfer until such person shall become registered as a member in respect of such share or shall duly transfer the $same.$

Dividends on Which Company has a Lien or Charge:

1. The Directors may retain any dividends on which the Company has a lien or charge or where there is any other money due and payable to the Company by the Shareholder who has a right to such dividend and may apply the same in or towards satisfaction of the calls instalments or sums owing on or in respect of shares in respect of which the lien or charge exists.

How Dividends Payable:

1. Any dividend may be paid by cheque or warrant made payable to the members entitled thereto. Payment of any dividend may be made by sending the cheque or warrant to the members of that one and the results of the members of the members of the cheque or the post to the address of the cheque or in the charge of the sense member in the Regis of joint holders to that one whose name stands first in the s Payment of any dividend may also be made in such other manner and by such other means as the Directors may

$\mathcal{E}_k$ , $\mathcal{E}_k^{\sigma}$ , $\mathcal{E}_k$

一、あらまをはる あまえ

$-50 -$

Every payment of any dividend shall be at the determine. risk of the member to whom it is sent.

Notice of Dividend:

1. Notice of the declaration of any dividend shall be given to members advertisement, in writing or otherwise as the Directors may determine.

Unclaimed Dividends:

1. All dividends unclaimed for one year after having been
   declared may be invested or otherwise made use of by the Directors for the benefit of the Company until claimed or otherwise disposed of according to law.

CAPITALISATION OF PROFITS

Power to Capitalise Profits:

1. The Directors may from time to time resolve that the whole or portion of any sum forming part of the undivided profits of the Company standing to the credit of any reserve or other account or of any other sum in the hands of the Company and available for distribution or capitalisation be and that the amount so capitalised appropriated to the members (subject to the next succeeding expression of the respective proportions in which they would
   he entitled to receive the same if distributed by way of dividend and be applied on their behalf in or towards paying up the amounts for the time being unpaid on any issued shares held by them or in paying up in full unissued shares in or debentures of the Company (of an aggregate nominal amount equal to the amount so capitalised) to be issued to them accordingly or partly in one way and partly in the other.

Appropriation and Application of Amounts to be Capitalised:

1. Any such resolution of the Directors may specify the manner in which any fractional entitlements and any other difficulties in regard to distribution are to be dealt with and without limiting the generality of the foregoing may specify that fractions are to be disregarded or that any fractional entitlements are to be increased to the next whole number or that payments in cash in lieu of fractional entitlements be made. The Directors shall make all necessary appropriations and applications of the amount to be capitalised and all necessary allotments and issues of fully paid shares or debentures.

- 51 -

ACCOUNTS

Company to Comply with Listing Requirements:

1. The Company shall comply with the Official Listing Rules with respect to accounts.

AUDIT

Audit of Accounts: Appointment of Auditors:

1. The Company shall observe the provisions of the Official Listing Rules in relation to the appointment and removal of an auditor or auditors.

NOTICES

Service of Notices:

1. A notice may be given by the Company to any member A notice may be given by the company to any member
   personally, by leaving it at his registered address, by
   sending it addressed to such member at his registered
   address by ordinary prepaid post or if such address is
   outsid or by otherwise communicating it in writing to such member; provided that where the Company has bona fide reason to believe that the member is not known at his registered address and the Company has subsequently made an enquiry in writing or otherwise at the registered address of the member as to the whereabouts of the member, which enquiry either elicits no response or a response indicating that the member
   or his present whereabouts are unknown, all future notices shall be deemed to be given to such member if the notice is exhibited in the Office (or in the relevant Branch Office in the case of a member whose shares are registered on a Branch Register) for a period of forty-eight hours (and shall be deemed to be duly served at the commencement of that period) unless and until the member informs the Company that he has resumed residence at his registered place of address or notifies the Company of a new address to which the Company may send him notices (which new address shall be deemed his registered place of address).

When Notice Deemed to be Served:

1. Any notice sent by post shall be deemed to have been served at the expiration of forty-eight hours after the envelope or wrapper containing the same is posted and in proving. such wrapper concurring on the prove that the envelope on $v_{ij}$ wrapper containing the notice was properly addressed and posted. Any notice by advertisement shall be deemed to have been served on the day of publication of the newspaper containing the advertisement. Any other notice in writing.

3000 3

甲螺旋能

$-52 -$

shall be deemed to have been given on the day of its dispatch or transmission as the case may be.

Signature to Notice:

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

Reckoning of Period of Notice:

1. Where a given number of days' notice or notice extending over any other period is required to be given, either the day of service or the day upon which the notice will expire (but not both) shall be reckoned in the number of days or other period.

Notice to Transferor to Bind Transferee:

1. Every person who, by operation of law, transfer or other means whatsoever, shall become entitled to any shares shall be bound by every notice (whether or not in writing) which prior to his name and address being entered in the Register in respect of such shares, shall have been duly given to the person from whom he derives his title to such shares.

Service on Deceased Members:

1. Any notice in writing or document delivered, sent by post to, transmitted or dispatched to or left at the registered address or address for service of any member in pursuance of these Articles shall (notwithstanding that such member be then deceased and whether or not the Company have notice of his death) 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 shall be registered in his stead as the holder or joint holder thereof, and such service shall, for all purposes, be deemed to be sufficient service of such notice or document on his heirs, executors or administrators and all persons (if any) jointly interested with him in such shares.

PAYMENTS BY THE COMPANY

Indemnity for Company's Obligations:

$\mathcal{J}^{\text{eff}}$ , where

1. Whenever any law for the time being of any country, state or place imposes or purports to impose any immediate or place imposes or purports to impose any manuscript payments or possible liability upon the Company to make any payments empowers any government or taxing authority ORTIONAL governmental official to require the Company to make any payment in respect of any shares registered in any of the payment in respect of any snares regrotered in any victors and payment in respect of any snares registers or solely by any company's registers as held either jointly or solely by any company's registers as held either join accruing due or which may become due or payable to given $\varepsilon_{\ell_{\rm C}}$

南平縣

SG.

$-53 -$

member by the Company on or in respect of any shares
registered as aforesaid or for or on account or in respect of any member and whether in consequence of -

• The death of such member; $(a)$
• (b) The non-payment of any income tax withholding or other tax by such member;
• The non-payment of any estate, probate, succession,
  death, stamp or other duty by the executor or administrator of such member or by or out of his $(c)$ estate; or
• Any other act or thing; $(d)$

The Company in every such case: -

• Shall be fully indemnified by such member or his executor or administrator from all liability; $(1)$
• (ii) Shall have a lien upon all dividends, bonuses and other moneys payable in respect of the shares registered in any of the Company's registers as held either jointly or solely by such member for all moneys paid or payable by the Company in respect of the said shares or in
  respect of any dividend, bonus or other money as aforesaid thereon or for or on account or in respect of such member under or in consequence of any such law, together with interest at the rate of sixteen per centum per annum thereon from date of payment to date of repayment, and may deduct or set off against any dividend, bonus or other money payable aforesaid any moneys paid or payable by the Company as aforesaid together with interest as aforesaid;
• (iii)May recover as a debt due from such member or his executor or administrator, wherever constituted or situate, any moneys paid by the Company under or in consequence of any such law and interest thereon at the rate and for the period aforesaid in excess of any dividend, bonus or other money as aforesaid then due or payable by the Company to such member; and
• (iv) May, if any such money be paid or payable by the Company under any such law as aforesaid, refuse to register a transfer of any shares by any such member of his executor or administrator until such money and interest as aforesaid is set off or deducted as any such dividend, bonus or other money as aforesaid then due or payable by the Company to such member,
  until such excess is paid to the Company. until such excess is paid to the Company. Ō

$\mathbb{R}^n$ and $\mathbb{R}^n$

$\mathbb{E}[\mathbf{v}_0, \mathbf{v}_1] = \mathbb{E}[\mathbf{v}_0, \mathbf{v}_1]$

汗腺

Nothing herein contained shall prejudice or affect any right or remedy which any law may confer or purport to confer on the Company, and, as between the Company and every such member as aforesaid, his executor, administrator and estate, weaver as aroresary, are executor, administrator and estate,
wheresoever constituted or situate, any right or remedy
which such law shall confer or purport to confer on the Company shall be enforceable by the Company.

WINDING UP

Distribution in Specie:

1. If the Company shall be wound up, whether voluntarily or
   otherwise, the liquidators may, with the sanction of a
   special resolution, divide among the contributories in specie or kind any part of the assets of the Company, and may, with the like sanction, vest any part of the assets the Company in trustees upon such trusts for the benefits of the contributories or any of them as the liquidators shall think fit.

INDEMNITY OF OFFICERS

Indemnity of Officers and Others:

• $152. (a)$
• Without prejudice to the provisions of Articles 63 and 95, every Director, Agent, Auditor, Secretary, and other officer of the Company shall be indemnified of the funds of the Company against all costs charges losses damages and expenses which they shall respectively incur or be put to in the execution of their respect offices or by reason or on account of any contract act deed matter or thing which shall be made done permitted entered into or executed by respectively on behalf of or bona fide in the interest or with the view of benefiting the notwithstanding that the same may be ultra vires in point of law and any such Director, Agent, Auditor, Secretary, Trustee or other officer shall be chargeable only for so much money as he shall actually receive and they respectively shall not be answerable for the acts receipts neglects or defaults of each other but each of them for his own acts receipts defaults or neglects only nor shall they respectively be answerable for any solicitor banker broker collector or other person appointed by any one or more of them with whom or into deposited or come nor for the insufficiency of any title to the estate or property which may from time to time be purchased by order of the Directors on behalf of the Company nor for the insufficiency of any security upon which any of the moneys of the Company $\overrightarrow{\text{off}}$ any shall be invested by order of the Directors or prustees.

nor for any loss or damage which may happen in the
execution of their respective duties unless the same happen through their own respective wilful neglect or default. Provided always that nothing in this Article shall exempt any officer of the Company or any person employed by the Company as auditor from or indemnify
him against any liability which by virtue of any rule of law would otherwise attach to him in respect of any negligence default breach of duty or breach of trust of which he may be guilty in relation to the Company.

Without limiting the generality of paragraph (a) of
this Article (and notwithstanding the proviso to the $(b)$ said paragraph) every Director, Agency, Auditor,
Secretary, Trustee and other officer for the time being of the Company shall be indemnified out of the assets of the Company against any liability incurred by him in defending any proceedings whether civil or criminal in which judgment is given in his favour or in which he is acquitted or in which such proceedings are discontinued for any reason whatsoever.

. .
-----	--

NAME, ADDRESS AND DESCRIPTION OF SUBSCRIBER

Fort Trust Company Limited P.O. Box 438 Road Town, Tortola British Virgin Islands

Trust Company

John P. Fleetwood $\mathop{\rm{piececor}}$

1990 DATED this 14th day of May WITNESS to the above signature :-I. Williams Road Town,

공급의 발

RNATIOS Tortola British Virg Secretary

hili.

J.

ran 14