British Virgin Islands. The International Business Companies Act (CAP. 291) Memorandum of Association and Articles of Association of

Transcription

1 No: British Virgin Islands The International Business Companies Act (CAP. 291) Memorandum of Association and Articles of Association of Asian Growth Properties Limited Incorporated the 17th day of February Amendment registered this 23rd day of March, Amendment registered this 4th day of November, Amendment registered this 22nd day of November, Amendment registered this 10th day of January, Amendment registered this 4th day of October, Amendment registered this 25th day of July, Portcullis TrustNet (BVI) Limited Portcullis TrustNet Chambers, P.O. Box 3444 Road Town, Tortola, British Virgin Islands Telephone: (284) Fax: (284)

2 TERRITORY OF THE BRITISH VIRGIN ISLANDS THE INTERNATIONAL BUSINESS COMPANIES ACT (CAP. 291) MEMORANDUM OF ASSOCIATION OF Asian Growth Properties Limited NAME 1. The name of the Company is Asian Growth Properties Limited REGISTERED OFFICE 2. The Registered Office of the Company is the offices of Portcullis TrustNet (BVI) Limited, Portcullis TrustNet Chambers, P.O. Box 3444, Road Town, Tortola, British Virgin Islands. REGISTERED AGENT 3. The Registered Agent of the Company is Portcullis TrustNet (BVI) Limited of Portcullis TrustNet Chambers, P.O. Box 3444, Road Town, Tortola, British Virgin Islands. GENERAL OBJECTS AND POWERS 4. (1) The object of the Company is to engage in any act or activity that is not prohibited under any law for the time being in force in the British Virgin Islands; (2) The Company may not (a) (b) (c) carry on business with persons resident in the British Virgin Islands; own an interest in real property situate in the British Virgin Islands, other than a lease referred to in paragraph (e) of subclause (3); carry on banking or trust business, unless it is licensed to do so under the Banks and Trust Companies Act, 1990; 1

3 (d) (e) (f) carry on business as an insurance or reinsurance company, insurance agent or insurance broker, unless it is licensed under an enactment authorising it to carry on that business; carry on business of company management, unless it is licensed under the Company Management Act, 1990; or carry on the business of providing the registered office or the registered agent for companies incorporated in the British Virgin Islands. (3) For the purposes of paragraph 4.2 (a), the Company shall not be treated as carrying on business with persons resident in the British Virgin Islands if (a) (b) (c) (d) (e) (f) (g) it makes or maintains deposits with a person carrying on banking business within the British Virgin Islands; it makes or maintains professional contact with solicitors, barristers, accountants, bookkeepers, trust companies, administration companies, investment advisers or other similar persons carrying on business within the British Virgin Islands; it prepares or maintains books and records within the British Virgin Islands; it holds, within the British Virgin Islands, meetings of its directors or members; it holds 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; it holds shares, debt obligations or other securities in a company incorporated under the International Business Companies Act or under the Companies Act; or shares, debt obligations or other securities in the Company are owned by any person resident in the British Virgin Islands or by any company incorporated under the International Business Companies Act or under the Companies Act. (4) The Company shall have all such powers as are permitted by law for the time being in force in the British Virgin Islands, irrespective of corporate benefit, to perform all acts and engage in all activities necessary or conducive to the conduct, promotion or attainment of the object of the Company. 2

4 CURRENCY 5. Shares in the Company shall be issued in the currency of the United States of America. AUTHORIZED SHARE CAPITAL 6. The authorized share capital of the Company is US$65,000, CLASSES, NUMBER AND PAR VALUE OF SHARES 7. The authorized share capital of the Company is made up of one class and one series of shares divided into 1,300,000,000 shares of US$0.05 par value each. DESIGNATIONS, POWERS PREFERENCES, ETC. OF SHARES 8. All shares shall (a) have one vote each; (b) be subject to redemption, purchase or acquisition by the Company for fair value; and (c) have the same rights with regards to dividends and distributions upon liquidation of the Company. VARIATION OF CLASS RIGHTS 9. If at any time the authorized capital is divided into different classes or series of shares, the rights attached to any class or series (unless otherwise provided by the terms of issue of the shares of that class or series) may, whether or not the Company is being wound up, be varied with the consent in writing of the holders of not less that three-fourths of the issued shares of that class or series and of the holders of not less than three-fourths of the issued shares of any other class or series of shares which may be affected by such variation. RIGHTS NOT VARIED BY THE ISSUE OF SHARES PARI PASSU 10. The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith. REGISTERED SHARES AND PROHIBITION ON ISSUE OF BEARER SHARES 11. Shares in the Company may only be issued as registered shares. The issue of shares to bearer is prohibited. 3

5 PROHIBITION ON EXCHANGE OF REGISTERED SHARES TO BEARER SHARES 12. The exchange of registered shares to bearer shares is prohibited. TRANSFER OF REGISTERED SHARES 13. Subject to the provisions of the Articles of Association annexed hereto (the "Articles of Association") registered shares in the Company may be transferred subject to the prior or subsequent approval of the Company as evidenced by a resolution of directors or by a resolution of members. AMENDMENT OF MEMORANDUM AND ARTICLES OF ASSOCIATION 14. The Company may amend its Memorandum of Association and Articles of Association by a resolution of members or by a resolution of directors. DEFINITIONS 15. The meanings of words in this Memorandum of Association are as defined in the Articles of Association. We, TrustNet (British Virgin Islands) Limited of TrustNet Chambers, P.O. Box 3444, Road Town, Tortola, British Virgin Islands for the purpose of incorporating an International Business Company under the laws of the British Virgin Islands hereby subscribe our name to this Memorandum of Association the 17th day of February in the presence of: Witness Subscriber Karen Charles (Sgd.) Nicole Wheatley (Sgd.) TrustNet Chambers P.O. Box 3444 Road Town, Tortola TrustNet (British Virgin Islands) Limited Sgd. Karen Charles Sgd. Nicole Wheatley 4

6 No Br itish Virgin Island s The BVI Business Companies Act, 2004 A RTIC LE S O F ASSOCIAT IO N OF ASIAN GROWTH PROPERTIES LIMITED Incorporated under the International Business Companies Act, 1984 on the 17th day of February, 2004 and automatically re-registered under the BVI Business Companies Act, 2004 as a business company on the 1st day of January, 2007 (Adopted at a general meeting held on 23rd May, 2008)

7 ARTICLES OF ASSOCIATION OF ASIAN GROWTH PROPERTIES LIMITED TABLE OF CONTENTS ARTICLE PAGES 1. DEFINITIONS AND INTERPRETATION SHARES CAPITAL ALTERATION OF CAPITAL SHARE RIGHTS TRUST AND OTHER RIGHTS SHARE CERTIFICATES LIEN MORTGAGES AND CHARGES OF SHARES CALLS ON SHARES FORFEITURE OF SHARES REGISTER OF MEMBERS RECORD DATES TRANSFER OF SHARES TRANSMISSION OF SHARES UNTRACEABLE MEMBERS GENERAL MEETINGS NOTICE OF GENERAL MEETINGS PROCEEDINGS AT GENERAL MEETINGS VOTING PROXIES... 29

8 21. CORPORATIONS ACTING BY REPRESENTATIVES WRITTEN RESOLUTIONS OF MEMBERS BOARD OF DIRECTORS RETIREMENT OF DIRECTORS DISQUALIFICATION OF DIRECTORS EXECUTIVE DIRECTORS ALTERNATE DIRECTORS NON-EXECUTIVE DIRECTORS' FEES AND EXPENSES DIRECTORS' INTERESTS GENERAL POWERS OF THE DIRECTORS BORROWING POWERS PROCEEDINGS OF THE DIRECTORS MANAGERS OFFICERS REGISTER OF DIRECTORS AND OFFICERS MINUTES SEAL AUTHENTICATION OF DOCUMENTS DESTRUCTION OF DOCUMENTS DIVIDENDS AND OTHER PAYMENTS RESERVES AND SHARE PREMIUM ACCOUNT SECURITY ARRANGEMENTS, ORDERLY CONDUCT AND CONFIDENTIAL INFORMATION ACCOUNTING RECORDS AUDIT NOTICES

9 46. SIGNATURES WINDING-UP INDEMNITY ALTERATION OF ARTICLES, AMENDMENT TO MEMORANDUM OF ASSOCIATION AND NAME OF COMPANY DISPOSITION OF ASSETS INFORMATION DISCLOSURE OF VOTING RIGHTS IN SHARES

10 TERRITORY OF THE BRITISH VIRGIN ISLANDS THE BVI BUSINESS COMPANIES ACT, 2004 ARTICLES OF ASSOCIATION OF ASIAN GROWTH PROPERTIES LIMITED 1. DEFINITIONS AND INTERPRETATION 1.1 In these Articles, if not inconsistent with the context, the following definitions shall apply: WORD MEANING "Act" "AIM" "AIM Rules" "Articles" "Auditor" "Board" or "directors" "business day" "BVI" "capital" the BVI Business Companies Act, 2004 of the BVI including any modification, extension, re-enactment or renewal thereof and any regulations made thereunder. the AIM market of the London Stock Exchange. the Rules for Companies of the AIM market of the London Stock Exchange, as amended from time to time. these Articles of Association as originally adopted or as amended from time to time. the auditor of the Company for the time being and may include any individual or partnership. the board of directors of the Company or the directors present at a meeting of directors of the Company at which a quorum is present. any day on which the London Stock Exchange is open for business. the British Virgin Islands. the share capital from time to time of the Company

11 "clear days" "Company" "competent regulatory authority" in relation to the period of notice that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect. Asian Growth Properties Limited. a competent regulatory authority in the territory where the shares of the Company are listed or quoted on a stock exchange in such territory. "Controlled Undertaking" any subsidiary undertaking within the meaning of the Financial Services and Markets Act 2000 of the United Kingdom (as amended). "CREST" "debenture" and "debenture holder" a Relevant System of which Euroclear UK & Ireland Limited is the Operator (as defined by the Regulations). include debenture stock and debenture stockholder respectively. "Direction Notice" has the meaning given to it in Article "Financial Instruments" "head office" transferable securities, options, futures and any other derivative contracts that result in an entitlement to acquire, on the Member's own initiative alone, under a legally binding agreement, shares to which voting rights are attached, already issued, so that the Member will enjoy, on maturity of the financial instrument, either the unconditional right to acquire the underlying shares or the discretion as to his right to acquire such shares or not. such office of the Company as the directors may from time to time determine to be the principal office of the Company. "London Stock Exchange" London Stock Exchange plc. "Member" "Memorandum" a duly registered holder from time to time of the shares in the capital of the Company. the Memorandum of Association of the Company as originally adopted or as amended from time to time

12 "month" "Notice" "Office" "paid up" "person" "Register" "Registration Office" "Regulatory Information Service" "Relevant Change" "Regulations" a calendar month. written notice unless otherwise specifically stated and as further defined in these Articles. the registered office of the Company for the time being. paid up or credited as paid up. an individual, a company or a firm. the principal register and where applicable, any branch register of Members to be kept pursuant to the provisions of the Act. in respect of any class of share capital such place as the Board may from time to time determine to keep a branch register of Members in respect of that class of share capital and where (except in cases where the Board otherwise directs) the transfers or other documents of title for such class of share capital are to be lodged for registration and are to be registered. has the same meaning as set out in the AIM Rules. a change to a Significant Member's percentage of voting rights which he holds as a Member or through his direct or indirect holding of Financial Instruments if the percentage of those voting rights reaches, exceeds or falls below three per cent. (3%), four per cent. (4%), five per cent. (5%), six per cent. (6%), seven per cent. (7%), eight per cent. (8%), nine per cent. (9%), ten per cent. (10%) and for each one per cent. (1%) threshold thereafter up to one hundred per cent. (100%) (or such other levels as may be prescribed by the AIM Rules and/or the rules of any competent regulatory authority from time to time). the Uncertificated Securities Regulations 2001 (SI 2001/3755) (as amended) relating to the operation of CREST in the United Kingdom, being the paperless settlement of trades and the holdings of - 3 -

13 uncertificated shares of which Euroclear UK & Ireland Limited is the operator. "Relevant System" "Seal" "Secretary" "securities" "share premium" "Significant Member" "Statutes" "treasury shares" "US dollars"/"us$" "year" a computer-based system and procedures which enable title to units of a security to be evidenced and transferred without a written instrument and which facilitate supplementary and incidental matters. common seal or any one or more duplicate seals of the Company (including a securities seal) for use in the BVI or in any place outside the BVI. any person firm or corporation appointed by the Board to perform any of the duties of secretary of the Company and includes any assistant, deputy, temporary or acting secretary. include shares, securities convertible in to shares and debentures. the excess, if any, at the time of the determination of the total assets of the Company over the aggregate of its total liabilities, as shown in its books of accounts, plus the Company's capital. a person with at least three per cent. (3%) of voting rights in the Company whether held as a Member or through his direct or indirect holding of Financial Instruments. the Act, and every other Laws of the BVI for the time being in force applying to or affecting the Company, the Memorandum and/or these Articles. shares in the Company that were previously issued but were purchased back, redeemed or otherwise acquired by the Company and not cancelled. United States dollars, the legal currency of the United States of America. a calendar year. 1.2 In these Articles, unless there be something within the subject or context inconsistent with such construction:

14 1.2.1 words importing the singular include the plural and vice versa; words importing a gender include both gender and the neuter; words importing persons include companies, associations and bodies of persons whether corporate or not; the words: (a) (b) "may" shall be construed as permissive; "shall" or "will" shall be construed as imperative; expressions referring to writing shall, unless the contrary intention appears, be construed as including printing, lithography, photography and other modes of representing words or figures in a visible form, and including where the representation takes the form of electronic display, provided that both the mode of service of the relevant document or notice and the Member's election comply with all applicable Statutes, rules and regulations; references to any act, ordinance, statute or statutory provision shall be interpreted as relating to any statutory modification or re enactment thereof for the time being in force; save as aforesaid words and expressions defined in the Statutes shall bear the same meanings in these Articles if not inconsistent with the subject in the context; a resolution shall be a special resolution when it has been passed by a majority of not less than three fourths of votes cast by such Members as, being entitled so to do, vote in person or, in the case of such Members as are corporations, by their respective duly authorised representative or, where proxies are allowed, by proxy at a general meeting of which not less than twenty one (21) clear days' Notice, specifying (without prejudice to the power contained in these Articles to amend the same) the intention to propose the resolution as a special resolution, has been duly given. Provided that, except in the case of an annual general meeting, if it is so agreed by a majority in number of the Members having the right to attend and vote at any such meeting, being a majority together holding not less than ninety five (95) per cent. in nominal value of the shares giving that right and in the case of an annual general meeting, if it is so agreed by all Members entitled to attend and vote thereat, a resolution may be proposed and passed as a special resolution at a meeting of which less than twenty one (21) clear days' Notice has been given; - 5 -

15 1.2.9 a resolution shall be an ordinary resolution when it has been passed by a simple majority of votes cast by such Members as, being entitled so to do, vote in person or, in the case of any Member being a corporation, by its duly authorised representative or, where proxies are allowed, by proxy at a general meeting of which not less than fourteen (14) clear days' Notice has been duly given; a special resolution shall be effective for any purpose for which an ordinary resolution is expressed to be required under any provision of these Articles or the Statutes; references to a document being executed include references to it being executed under hand or under seal or by electronic signature or by any other method and references to a notice or document include a notice or document recorded or stored in any digital, electronic, electrical, magnetic or other retrievable form or medium and information in visible form whether having physical substance or not. 2. SHARES CAPITAL 2.1 Subject to the Act, any of these Articles relating to authority, pre-emption rights or otherwise, any direction that may be given by the Company in general meeting by way of an ordinary resolution and, where applicable, the AIM Rules and without prejudice to any special rights or restrictions for the time being attached to any shares or any class of shares, all unissued shares shall be at the disposal of the Board which may allot (with or without conferring a right of renunciation) or otherwise dispose of them to such persons, at such times and on such terms as the Board thinks proper, with full power to issue to any persons warrants to subscribe for any class of shares on such terms as the Board thinks fit and to give to any person the option over any share for such time and for such consideration as the Board thinks fit, but so that no shares shall be issued at a discount, save as may be permitted by the Statutes and, where applicable, the AIM Rules. 2.2 Except in the circumstances mentioned in Article 2.3, the Board shall obtain the consent of the Company in general meeting by way of an ordinary resolution prior to allotting, issuing or granting: (A) shares, (B) securities convertible into shares, or (C) options, warrants or similar rights to subscribe for any shares or such convertible securities. 2.3 No such consent as is referred to in Article 2.2 shall be required: for shares or other securities allotted in pursuance of an employees' share scheme; for the allotment, issue or grant of shares or securities pursuant to an offer made to the Members and, where appropriate, to holders - 6 -

16 of other equity securities of the Company entitled to be offered them, pro rata (apart from fractional entitlements) to their existing holdings in the Company. For the purposes of such allotment, issue or grant, the Board may on any occasion determine that such allotment, issue or grant shall not be made available or made to any Member with registered addresses in any territory where, in the absence of a registration statement or other special formalities, the circulation of an offer of such shares or securities would or might, in the opinion of the Board, be unlawful or impracticable, and in such event the provisions aforesaid shall be read and construed subject to such determination. Members affected as a result of the foregoing sentence shall not be or be deemed to be a separate class of Members for any purpose whatsoever if, but only to the extent that, the existing Members have by ordinary resolution in general meeting given a general mandate to the directors, either unconditionally or subject to such terms and conditions as may be specified in the resolution, to allot or issue such shares or other securities or to grant any offers, agreements or options which would or might require shares or other securities to be issued, allotted or disposed of, whether during the continuance of such mandate or thereafter, subject to a restriction that the aggregate number of shares and other securities allotted or agreed to be allotted must not exceed the aggregate of twenty per cent. (20%) of the existing issued share capital of the Company plus the number of such securities repurchased by the Company itself since the granting of the general mandate. Subject to the provisions of these Articles and any resolution of members, the unissued shares of the Company shall be at the disposal of the directors who may, without limiting or affecting any rights previously conferred on the holders of any existing shares or class or series of shares, offer, allot, grant options over or otherwise dispose of the shares to such persons, at such times and upon such terms and conditions as the Company may, by resolution of directors, determine. 2.4 A general mandate given under Article 2.3 shall only continue in force until: the conclusion of the first annual general meeting of the Company following the passing of the resolution at which time it shall lapse unless, by ordinary resolution passed at that meeting, the mandate is renewed, either unconditionally or subject to conditions; or revoked or varied by ordinary resolution of the Members in general meeting, whichever occurs first

17 2.5 A general mandate obtained pursuant to Article 2.3 may be refreshed before the next annual general meeting by ordinary resolution passed at a general meeting of the Company. 2.6 The Company may in connection with the issue of any shares exercise all powers of paying commission and brokerage conferred or permitted by the Act. Subject to the Act, the commission may be satisfied by the payment of cash or by the allotment of fully or partly paid shares or partly in one and partly in the other. 2.7 No Share in the Company may be issued until the consideration in respect thereof is fully paid and when issued the share is for all purposes fully paid and non-assessable save that a share issued for a promissory note or other written obligation for payment of a debt may be issued subject to forfeiture in a manner prescribed in these Articles. 2.8 Shares in the Company shall be issued for money, services rendered, personal property, an estate in real property, a promissory note or other binding obligation to contribute money or property or any combination of the aforegoing as shall be determined by a resolution of directors. 2.9 Shares in the Company may be issued for such amount of consideration as the directors may, from time to time, by resolution of directors determine, except that in the case of shares with par value, the amount shall not be less than the par value and in the absence of fraud the decision of the directors as to the value of the consideration received by the Company in respect of the issue is conclusive unless a question of law is involved. The consideration in respect of the shares constitutes capital to the extent of the par value and the excess constitutes share premium A share issued by the Company upon conversion of or in exchange for, another share or a debt obligation or other security in the Company, shall be treated for all purposes as having been issued for money equal to the consideration received or deemed to have been received, by the Company in respect of the other share, debt obligation or security Treasury shares may be disposed of by the Company on such terms and conditions, not otherwise inconsistent with these Articles, as the Company may by resolution of directors determine The Company may issue fractions of a share, subject to each such fractional share having the same corresponding fractional liabilities, limitation, preferences, privileges, qualifications, restrictions, rights and other attributes of a whole share of the same class or series of shares Upon the issue by the Company of a share without par value, if an amount is stated in the Memorandum to be authorised capital represented by such shares, then each share shall be issued for no less than the appropriate proportion of - 8 -

18 such amount which shall constitute capital, otherwise the consideration in respect of the share constitutes capital to the extent designated by the directors and the excess constitutes share premium, except that the directors must designate as capital an amount of the consideration that is at least equal to the amount that the share is entitled to as a preference, if any, in the assets of the Company upon liquidation of the Company Subject to the Statutes and, where applicable, the AIM Rules and/or the rules of any competent regulatory authority, any power of the Company to purchase or otherwise acquire its own shares shall, subject to authorisation given by Members at a general meeting by way of an ordinary resolution, be exercisable by the Board upon such terms and subject to such conditions as it thinks fit provided that the aggregate nominal value of the shares of the Company that may be purchased shall not exceed the amount (if any) determined from time to time by the Members Neither the Company nor any of its subsidiaries shall directly or indirectly give financial assistance to a person who is acquiring or proposing to acquire shares in the Company for the purpose of that acquisition whether before or at the same time as the acquisition takes place or afterwards PROVIDED that nothing in this Memorandum and these Articles shall prohibit transactions permitted by the Act No purchase, redemption or other acquisition of shares shall be made unless the directors determine that immediately after the purchase, redemption or other acquisition, the Company will be able to satisfy its liabilities as they become due in the ordinary course of its business and the realisable value of the assets of the company will not be less than the sum of its total liabilities, other than deferred taxes, as shown in the books of account and its capital and, in the absence of fraud, the decision of the directors as to the realisable value of the assets of the Company is conclusive, unless a question of law is involved A determination by the directors under the preceding Article is not required where shares are purchased, redeemed or otherwise acquired: pursuant to a right of a member to have his shares redeemed or to have his shares exchanged for money or other property of the Company; by virtue of a transfer of capital of the Company to share premium; by virtue of the provisions of Section 179 of the Act; or pursuant to an order of the Court Shares that the Company purchases, redeems or otherwise acquires pursuant to the preceding sub-article may be cancelled or held as treasury shares except to the extent that such shares are in excess of fifty per cent. (50%) of the issued - 9 -

19 shares of the Company in which case they shall be cancelled but they shall be available for reissue. Upon the cancellation of a share, the amount included as capital of the Company with respect to that share shall be deducted from the capital of the Company Where shares in the Company are held by the Company as treasury shares or are held by another company of which the Company holds, directly or indirectly, shares having more than fifty per cent. (50%) of the votes in the election of directors of the other company, such shares of the Company are not entitled to vote or to have dividends paid thereon and shall not be treated as outstanding for any purpose except for purposes of determining the capital of the Company The Company may purchase, redeem or otherwise acquire its shares at a price lower than the fair market value The Company may, by a resolution of directors, in the computation of share premium for any purpose, include the unrealised appreciation of the assets of the Company and, in the absence of fraud, the decision of the directors as to the value of the assets is conclusive, unless a question of law is involved Subject to the Act and the AIM Rules, the Company may make offers to one or more Members under Section 60(1)(b) of the Act Notwithstanding anything in these Articles to the contrary, Section 46 of the Act shall not apply to the Company. 3. ALTERATION OF CAPITAL 3.1 The Company may from time to time by ordinary resolution in accordance with the Act amend its Memorandum to: increase its capital by such sum, to be divided into shares of such amounts, as the resolution shall prescribe; consolidate and divide all or any of its capital into shares of larger amount than its existing shares; divide its shares into several classes and without prejudice to any special rights previously conferred on the holders of existing shares attach thereto respectively any preferential, deferred, qualified or special rights, privileges, conditions or such restrictions which in the absence of any such determination by the Company in general meeting, as the directors may determine provided always that where the Company issues shares which do not carry voting rights, the words "non voting" shall appear in the designation of such shares and where the equity capital includes shares with different voting rights, the designation of each class of

20 shares, other than those with the most favourable voting rights, must include the words "restricted voting" or "limited voting"; sub divide its shares, or any of them, into shares of smaller amount than is fixed by the Memorandum (subject, nevertheless, to the Act), and may by such resolution determine that, as between the holders of the shares resulting from such sub division, one or more of the shares may have any such preferred rights or be subject to any such restrictions as compared with the other or others as the Company has power to attach to unissued or new shares; change the currency denomination of its share capital; make provision for the issue and allotment of shares which do not carry any voting rights; and cancel any shares which, at the date of the passing of the resolution, have not been taken, or agreed to be taken, by any person, and diminish the amount of its capital by the amount of the shares so cancelled. 3.2 Where the shares are divided or consolidated under Article 3.1, the aggregate par value of the new shares must equal to the aggregate par value of the original shares. 3.3 The Board may settle as it considers expedient any difficulty which arises in relation to any consolidation and division under Article 3.1 and in particular but without prejudice to the generality of the foregoing may issue certificates in respect of fractions of shares or arrange for the sale of the shares representing fractions and the distribution of the net proceeds of sale (after deduction of the expenses of such sale) in due proportion amongst the Members who would have been entitled to the fractions, and for this purpose the Board may authorise some person to transfer the shares representing fractions to their purchaser or resolve that such net proceeds be paid to the Company for the Company's benefit. Such purchaser will not be bound to see to the application of the purchase money nor will his title to the shares be affected by any irregularity or invalidity in the proceedings relating to the sale. 3.4 The Company may from time to time by ordinary resolution, subject to any confirmation or consent required by law, reduce its issued share capital or, save for the use of share premium as expressly permitted by the Act, any share premium account or other undistributable reserve. 3.5 No reduction of capital shall be effected that reduces the capital of the Company to an amount that immediately after the reduction is less than the aggregate par value of all outstanding shares with par value and all shares with par value held by the Company as treasury shares and the aggregate of the amounts designated as capital of all outstanding shares without par value and all shares without par

21 value held by the Company as treasury shares that are entitled to a preference, if any, in the assets of the Company upon liquidation of the Company. 3.6 No reduction of capital shall be effected if the directors determine that immediately after the reduction the Company will not be able to satisfy its liabilities as they become due in the ordinary course of its business and that the realisable assets of the Company will be less than its total liabilities, other than deferred taxes, as shown in the books of the Company and its remaining capital and, in the absence of fraud, the decision of the directors as to the realisable value of the assets of the Company is conclusive, unless a question of law is involved. 3.7 Except so far as otherwise provided by the conditions of issue, or by these Articles, any capital raised by the creation of new shares shall be treated as if it formed part of the original capital of the Company, and such shares shall be subject to the provisions contained in these Articles with reference to the payment of calls and instalments, transfer and transmission, forfeiture, lien, cancellation, surrender, voting and otherwise. 4. SHARE RIGHTS 4.1 Subject to any special rights conferred on the holders of any shares or class of shares, any share in the Company (whether forming part of the present capital or not) may be issued with or have attached thereto such rights or restrictions whether in regard to dividend, voting, return of capital or otherwise as the Company may by ordinary resolution determine or, if there has not been any such determination or so far as the same shall not make specific provision, as the Board may determine. 4.2 Subject to the Act, these Articles, and to any special rights conferred on the holders of any shares or attaching to any class of shares, any preference shares may be issued or converted into shares that, at a determinable date or at the option of the Company or the holder if so authorised by the Memorandum, are liable to be redeemed on such terms and in such manner as the Company before the issue or conversion may by ordinary resolution of the Members determine. 5. TRUST AND OTHER RIGHTS 5.1 Except as required by law, no person shall be recognised by the Company as holding any share upon any trust and the Company shall not be bound by or required in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any share or any fractional part of a share or (except only as otherwise provided by these Articles or by law) any other rights in respect of any share except an absolute right to the entirety thereof in the registered holder. 5.2 Subject to the Act and these Articles, the Board may at any time after the allotment of shares but before any person has been entered in the Register as the

22 holder, recognise a renunciation thereof by the allottee in favour of some other person and may accord to any allottee of a share a right to effect such renunciation upon and subject to such terms and conditions as the Board considers fit to impose. 6. SHARE CERTIFICATES 6.1 Every share certificate shall be issued under the Seal or a facsimile thereof and shall specify the number and class and distinguishing numbers (if any) of the shares to which it relates, and the amount paid up thereon and may otherwise be in such form as the directors may from time to time determine. No certificate shall be issued representing shares of more than one class. The Board may by resolution determine, either generally or in any particular case or cases, that: any signatures on any such certificates (or certificates in respect of other securities) need not be autographic but may be affixed to such certificates by some mechanical means or may be printed thereon or that such certificates need not be signed by any person; and the Seal need not be affixed by mechanical means on the share certificates but instead a facsimile of the Seal may be printed thereon. 6.2 In the case of a share held jointly by several persons, the Company shall not be bound to issue more than one certificate therefor and delivery of a certificate to one of several joint holders shall be sufficient delivery to all such holders. 6.3 Where a share stands in the names of two or more persons, the person first named in the Register shall as regards service of notices and, subject to the provisions of these Articles, all or any other matters connected with the Company, except the transfer of the shares, be deemed the sole holder thereof. 6.4 Every person whose name is entered, upon an allotment of shares, as a Member in the Register shall be entitled, without payment, to receive one certificate for all such shares of any one class or several certificates each for one or more of such shares of such class upon payment for every certificate after the first of such reasonable out of pocket expenses as the Board from time to time determines. 6.5 Share certificates shall be issued within the relevant time limit as prescribed in the Act or the AIM Rules, whichever is the shorter, after allotment or, except in the case of a transfer which the Company is for the time being entitled to refuse to register and does not register, after lodgment of a transfer with the Company. 6.6 (1) Upon every transfer of shares the certificate held by the transferor shall be given up to be cancelled, and shall forthwith be cancelled accordingly, and a new certificate shall be issued to the transferee in respect of the shares transferred to him at such fee as is provided in paragraph (2) of this Article 6.6. If any of the shares included in the certificate so given up shall be retained by

23 the transferor a new certificate for the balance shall be issued to him at the aforesaid fee payable by the transferor to the Company in respect thereof. (2) The fee referred to in paragraph (1) above shall be an amount not exceeding any relevant maximum amount as prescribed in the AIM Rules provided that the Board may at any time determine a lower amount for such fee. 6.7 If a share certificate shall be damaged or defaced or alleged to have been lost, stolen or destroyed a new certificate representing the same shares may be issued to the relevant Member upon request and on payment of such fee as prescribed in the Act or the AIM Rules to be the maximum fee payable or such lesser sum as the Board may determine and, subject to compliance with such terms (if any) as to evidence and indemnity and to payment of the costs and reasonable out of pocket expenses of the Company in investigating such evidence and preparing such indemnity as the Board may think fit and, in case of damage or defacement, on delivery of the old certificate to the Company provided always that where share warrants have been issued, no new share warrant shall be issued to replace one that has been lost unless the directors are satisfied beyond reasonable doubt that the original has been destroyed. 6.8 Notwithstanding anything herein contained, any class of shares may be held in uncertificated form and, if permitted by the Act, the transfer of title to such shares may be effected in accordance with such regulations as the Board may determine from time to time. Any provision in these Articles which is in any respect inconsistent with the holding of shares of any class in uncertificated form and the transfer of title to such shares shall not apply. 7. LIEN 7.1 The Company shall have a first and paramount lien on every share (not being a fully paid share) for all moneys (whether presently payable or not) called or payable at a fixed time in respect of that share. The Company shall also have a first and paramount lien on every share (not being a fully paid share) registered in the name of a Member (whether or not jointly with other Members) for all amounts of money presently payable by such Member or his estate to the Company whether the same shall have been incurred before or after notice to the Company of any equitable or other interest of any person other than such member, and whether the period for the payment or discharge of the same shall have actually arrived or not, and notwithstanding that the same are joint debts or liabilities of such Member or his estate and any other person, whether a Member or not. The Company's lien on a share shall extend to all dividends or other moneys payable thereon or in respect thereof. The Board may at any time, generally or in any particular case, waive any lien that has arisen or declare any share exempt in whole or in part, from the provisions of this Article. 7.2 Subject to these Articles, the Company may sell in such manner as the Board determines any share on which the Company has a lien, but no sale shall be

24 made unless some sum in respect of which the lien exists is presently payable, or the liability or engagement in respect of which such lien exists is liable to be presently fulfilled or discharged nor until the expiration of fourteen clear days after a notice in writing, stating and demanding payment of the sum presently payable, or specifying the liability or engagement and demanding fulfilment or discharge thereof and giving notice of the intention to sell in default, has been served on the registered holder for the time being of the share or the person entitled thereto by reason of his death or bankruptcy. 7.3 The net proceeds of any sale effected pursuant to Article 7.2 shall be received by the Company and applied in or towards payment or discharge of the debt or liability in respect of which the lien exists, so far as the same is presently payable, and any residue shall (subject to a like lien for debts or liabilities not presently payable as existed upon the share prior to the sale) be paid to the person entitled to the share at the time of the sale. To give effect to any such sale the Board may authorise some person to transfer the shares sold to the purchaser thereof. The purchaser shall be registered as the holder of the shares so transferred and he shall not be bound to see to the application of the purchase money, nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings relating to the sale. 8. MORTGAGES AND CHARGES OF SHARES 8.1 Members may mortgage or charge their shares in the Company and upon satisfactory evidence thereof the Company shall give effect to the terms of any valid mortgage or charge except insofar as it may conflict with any requirements herein contained for consent to the transfer of shares. 9. CALLS ON SHARES 9.1 Subject to these Articles and to the terms of allotment, the Board may from time to time make calls upon the Members in respect of any moneys unpaid on their shares (whether on account of the nominal value of the shares or by way of premium), and each Member shall (subject to being given at least fourteen (14) clear days' Notice specifying the time and place of payment) pay to the Company as required by such notice the amount called on his shares. A call may be extended, postponed or revoked in whole or in part as the Board determines but no member shall be entitled to any such extension, postponement or revocation except as a matter of grace and favour. 9.2 A call shall be deemed to have been made at the time when the resolution of the Board authorising the call was passed and may be made payable either in one lump sum or by instalments. 9.3 A person upon whom a call is made shall remain liable for calls made upon him notwithstanding the subsequent transfer of the shares in respect of which the call was made. The joint holders of a share shall be jointly and severally liable to

25 pay all calls and instalments due in respect thereof or other moneys due in respect thereof. 9.4 If a sum called in respect of a share is not paid before or on the day appointed for payment thereof, the person from whom the sum is due shall pay interest on the amount unpaid from the day appointed for payment thereof to the time of actual payment at such rate (not exceeding twenty per cent. (20%) per annum) as the Board may determine, but the Board may in its absolute discretion waive payment of such interest wholly or in part. 9.5 No Member shall be entitled to receive any dividend or bonus or to be present and vote (save as proxy for another Member) at any general meeting either personally or by proxy, or be reckoned in a quorum, or exercise any other privilege as a Member until all calls or instalments due by him to the Company, whether alone or jointly with any other person, together with interest and expenses (if any) shall have been paid. 9.6 On the trial or hearing of any action or other proceedings for the recovery of any money due for any call, it shall be sufficient to prove that the name of the Member sued is entered in the Register as the holder, or one of the holders, of the shares in respect of which such debt accrued, that the resolution making the call is duly recorded in the minute book, and that notice of such call was duly given to the Member sued, in pursuance of these Articles; and it shall not be necessary to prove the appointment of the directors who made such call, nor any other matters whatsoever, but the proof of the matters aforesaid shall be conclusive evidence of the debt. 9.7 Any amount payable in respect of a share upon allotment or at any fixed date, whether in respect of nominal value or premium or as an instalment of a call, shall be deemed to be a call duly made and payable on the date fixed for payment and if it is not paid the provisions of these Articles shall apply as if that amount had become due and payable by virtue of a call duly made and notified. 9.8 On the issue of shares the Board may differentiate between the allottees or holders as to the amount of calls to be paid and the times of payment. 9.9 The Board may, if it thinks fit, receive from any Member willing to advance the same, and either in money or money's worth, all or any part of the moneys uncalled and unpaid or instalments payable upon any shares held by him and upon all or any of the moneys so advanced (until the same would, but for such advance, become presently payable) pay interest at such rate (if any) as the Board may decide. The Board may at any time repay the amount so advanced upon giving to such Member not less than one month's Notice of its intention in that behalf, unless before the expiration of such notice the amount so advanced shall have been called up on the shares in respect of which it was advanced. Such payment in advance shall not entitle the holder of such share or shares to participate in respect thereof in a dividend subsequently declared

26 10. FORFEITURE OF SHARES 10.1 If a call remains unpaid after it has become due and payable the Board may give to the person from whom it is due not less than fourteen (14) clear days' Notice: requiring payment of the amount unpaid together with any interest which may have accrued and which may still accrue up to the date of actual payment; and stating that if the Notice is not complied with the shares on which the call was made will be liable to be forfeited. If the requirements of any such Notice are not complied with, any share in respect of which such Notice has been given may at any time thereafter, before payment of all calls and interest due in respect thereof has been made, be forfeited by a resolution of the Board to that effect, and such forfeiture shall include all dividends and bonuses declared in respect of the forfeited share but not actually paid before the forfeiture When any share has been forfeited, notice of the forfeiture shall be served upon the person who was before forfeiture the holder of the share. No forfeiture shall be invalidated by any omission or neglect to give such Notice The Board may accept the surrender of any share liable to be forfeited hereunder and, in such case, references in these Articles to forfeiture will include surrender Until cancelled in accordance with the requirements of the Act, a forfeited share shall be the property of the Company and may be sold, re allotted or otherwise disposed of to such person, upon such terms and in such manner as the Board determines, and at any time before a sale, re allotment or disposition the forfeiture may be annulled by the Board on such terms as the Board determines A person whose shares have been forfeited shall cease to be a Member in respect of the forfeited shares but nevertheless shall remain liable to pay the Company all moneys which at the date of forfeiture were presently payable by him to the Company in respect of the shares, with (if the directors shall in their discretion so require) interest thereon from the date of forfeiture until payment at such rate (not exceeding twenty per cent. (20%) per annum) as the Board determines. The Board may enforce payment thereof if it thinks fit, and without any deduction or allowance for the value of the forfeited shares, at the date of forfeiture, but his liability shall cease if and when the Company shall have received payment in full of all such moneys in respect of the shares. For the purposes of this Article 10.5, any sum which, by the terms of issue of a share, is payable thereon at a fixed time which is subsequent to the date of forfeiture, whether on account of the nominal value of the share or by way of premium, shall notwithstanding that time has not yet arrived be deemed to be payable at the date of forfeiture, and the same shall become due and payable immediately upon the forfeiture, but