EX-3.1 SECOND AMENDED AND RESTATED MEMORANDUM

Exhibit 3.1



THE COMPANIES LAW
EXEMPTED COMPANY LIMITED BY SHARES

SECOND AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION

OF

ATA INC.
(adopted by a special resolution passed on 10 November, 2006)

1. NAME

The name of the Company is ATA Inc.

2. REGISTERED OFFICE

The Registered Office of the Company shall be at the offices of Codan Trust
Company (Cayman) Limited, Century Yard, Cricket Square, Hutchins Drive,
P.O. Box 2681 GT, George Town, Grand Cayman, British West Indies.

3. OBJECTS

Subject to the following provisions of this Amended and Restated Memorandum
of Association (the "Memorandum"), the objects for which the Company is
established are unrestricted.

4. POWERS

Subject to the following provisions of this Memorandum, the Company shall
have and be capable of exercising all the functions of a natural person of
full capacity irrespective of any question of corporate benefit, as
provided by Section 27(2) of The Companies Law.

5. NO BUSINESS WITHIN CAYMAN ISLANDS

Nothing in this Memorandum shall permit the Company to carry on a business
for which a licence is required under the laws of the Cayman Islands unless
duly licensed.

6. CONTRACT SIGNING IN CAYMAN ISLANDS

The Company shall not trade in the Cayman Islands with any person, firm or
corporation except in furtherance of the business of the Company carried on
outside the Cayman Islands; provided that nothing in this clause shall be
construed as to prevent the Company effecting and concluding contracts in
the Cayman Islands, and exercising in the Cayman Islands all of its powers
necessary for the carrying on of its business outside the Cayman Islands.


7. LIMITATION OF LIABILITY

The liability of each member is limited to the amount from time to time
unpaid on such member's shares.

8. AUTHORISED CAPITAL

The authorised capital of the Company is US$500,000.00.

9. CLASSES, NUMBER AND PAR VALUE OF SHARES

The authorised capital of the Company is made up of two classes of shares
each divided into:

(i) 40,000,000 common shares, par value US$0.01 per share (the "Common
Shares");

(ii) 10,000,000 preferred shares, par value US$0.01 per share, 6,628,369 of
which are Series A Preferred Shares (the "Series A Preferred Shares"),
and 883,783 of which are Series A-1 Preferred Shares (the "Series A-1
Preferred Shares"). The Series A Preferred Shares and the Series A-1
Preferred Shares shall be referred to collectively as the "Preferred
Shares".

10. DESIGNATIONS, POWERS, PREFERENCES ETC OF SHARES

The Common Shares and the Preferred Shares shall have the following rights
and be subject to the following restrictions:

(i) Dividend Rights

(a) Each holder of a Preferred Share shall be entitled to receive
dividends at the rate of (i) 6% of the Series A Original Issue
Price (as adjusted for any share splits, share dividends,
combinations, recapitalizations and similar transactions) per
annum for each Series A Preferred Share held by such holder and
(ii) 6% of the Series A-1 Original Issue Price (as adjusted for
any share splits, share dividends, combinations,
recapitalizations and similar transactions) per annum for each
Series A-1 Preferred Share held by such holder, payable out of
funds or assets when and as such funds or assets become legally
available therefor on parity with each other, prior and in
preference to any dividend (payable other than in Common Shares)
on the Junior Shares; provided that such dividends shall be
payable only when, as, and if declared by the Board of Directors,
and all such dividends per Preferred Share shall be cumulative
from the date of issuance of such Preferred Share.

(b) No dividends (other than those payable solely in Common Shares)
shall be declared or paid on any Junior Shares during any
previous or current fiscal year of the Company until all accrued
dividends in the amounts set forth in subsection (a) above shall
have been paid or declared and set apart during that fiscal year
and unless and until a dividend in like amount as is declared or
paid on such Junior Share has been declared or paid on each
outstanding Preferred Share (on an as if converted basis).

(c) Notwithstanding anything to the contrary contained herein, all
holders of Preferred Shares irrevocably waive the dividend
preference set forth in this Clause 10(i) such that no holder of
Preferred Shares shall enjoy any dividend preference contained in
this Clause 10(i).

(ii) Voting Rights


(a) General Rights. Subject to the provisions of the Memorandum and
the Articles, at all general meetings of the Company: (a) the
holder of each Common Share issued and outstanding shall have one
vote in respect of each Common Share held, and (b) the holder of
each Preferred Share shall be entitled to such number of votes as
equals the whole number of Common Shares into which such holder's
collective Preferred Shares are convertible immediately after the
close of business on the record date of the determination of the
Company's shareholders entitled to vote or, if no such record
date is established, at the date such vote is taken or any
written consent of the Company's shareholders is first solicited.
Subject to provisions to the contrary elsewhere in the Memorandum
and Articles of Association, including the limitation set forth
in Clause 10(ii)(b)(1) and 10(ii)(b)(2), or as required by the
Law, the holders of Preferred Shares shall vote together with the
holders of Common Shares, and not as a separate class or series,
on all matters put before the Members.

(b) Protective Provisions

1. Acts of the Company. For so long as any Preferred Share
remains outstanding, in addition to any other vote or
consent required elsewhere in the Memorandum and Articles of
Association or by the Law, the Company shall not take any of
the following actions without the prior approval of a
majority of the Board of Directors of the Company, which
shall include the prior approval of the Series A Directors,
if any:

(1) Any alteration of the rights, powers, preferences or
restrictions for the Preferred Shares, or the creation
or authorization (by reclassification or otherwise) of
any new class or series of securities having rights,
powers, preferences or restrictions senior to or on a
parity with the Preferred Shares;

(2) The authorization, creation or issuance of any equity
or debt securities, warrants, options or other rights
of the Company, other than the issuance of (i) Employee
Securities, (ii) Common Shares upon conversion of any
Preferred Shares, (iii) securities in a Qualified IPO,
or (iv) securities issued in connection with any share
splits, share dividends, combinations,
recapitalizations and similar transactions;

(3) The payment or declaration of a distribution or
dividend with respect to any of the shares or other
equity interest in the Company, including, without
limitation, the repurchase or redemption of any such
shares or equity interest, except (i) for a redemption
as provided in Clause 10(vi) in the Memorandum, and
(ii) an Exempted Distribution;

(4) The merger, amalgamation or consolidation of the
Company or any Group Company with any Person or any
transaction in which the members of the Company or any
Group Company immediately before such transaction
together with their Affiliates do not own or control at
least a majority of the voting power of the surviving
entity immediately after such transaction (excluding
any transaction effected solely for tax purposes or to
change the Company's or any Group Company's domicile),
or the sale, lease, exchange, transfer, contribution,
mortgage, pledge, encumbrance or other disposition of
all or substantially all of the assets of the Company
or any Group Company (whether in an individual
transaction or a series of related transactions), or
the purchase or other acquisition by any Group Company
(whether individually or in combination with the
Company or


any other Group Company) of all or substantially all of
the assets of another Person, or the making of any
joint venture or partnership arrangement, or the
formation of any subsidiary, or any voluntary
dissolution, winding-up, liquidation of the Company or
any Group Company, or any reduction of authorized share
capital of the Company or any Group Company;

(5) The effectuation of any recapitalization,
reclassification, reorganization, split-off, spin-off,
or filing for bankruptcy with respect to the Company or
any Group Company;

(6) Any sale, mortgage, pledge, lease, transfer or other
disposition of any assets of the Company or any Group
Company (i) if such sale, mortgage, pledge, lease,
transfer or other disposition is outside the ordinary
course of business of the Company or any Group Company,
or (ii) if the total value of such assets, when
combined with the total value of assets otherwise sold,
mortgaged, pledged, leased, transferred or otherwise
disposed of during the immediately preceding 12 months,
exceeds US$100,000; provided that the foregoing shall
not apply to any liens created by operation of law;

(7) The approval or material amendment of any quarterly or
annual budget, business plan, or operating plan
(including any capital expenditure budget, operating
budget and financial plan);

(8) The undertaking of any business activities materially
different from that described in the then current
business plan, any change of the name of the Company or
any Group Company, or the cessation of any material
business undertaking of the Company or any Group
Company;

(9) The incurrence of any indebtedness for borrowed money
or the issuance, assumption, guarantee or creation of
any liability for borrowed money, the aggregate
outstanding amount of which at any given time is in
excess of US$100,000 unless such liability is incurred
in the ordinary course of business of the Company or
any Group Company or unless such liability is incurred
pursuant to the then current business plan;

(10) The expenditure or other purchase of any tangible or
intangible assets in excess of US$100,000 in aggregate
over any twelve-month period unless such expenditure or
other purchase is made pursuant to the then current
business plan;

(11) The engagement or entry into any material agreement or
material contract under which the Company's or any
Group Company's aggregate payments would reasonably be
expected to exceed US$250,000 in aggregate over any
twelve-month period;

(12) The acquisition through purchase, lease, or rental of
any automobile with a purchase value greater than
US$30,000 or of any real estate (including office space
used by the Company or any Group Company), whether or
not accounted for as a capital expenditure;

(13) The engagement or entry into any agreement or
transaction with any of the Company's or any Group
Company's Affiliates, shareholders, members or other
related parties;


(14) Any increase or decrease of the authorized size of the
Board of Directors of the Company or any Group Company
or any committee thereof;

(15) The hiring, dismissal, or determination of compensation
of, any of the chair person, chief executive officer,
president, chief operating officer, chief financial
officer, chief technology officer or any senior manager
at or above the corporate vice president level of the
Company or any Group Company;

(16) The increase of the compensation of any of the five
most highly compensated employees of the Company or any
Group Company by more than 15% within any twelve-month
period unless such increases are specified to and
discussed by the Board in the approved budget and
business plan;

(17) The approval, amendment or administration of any
employee stock option, share purchase, share bonus or
other equity incentive plans, agreements or
arrangements of the Company or any Group Company;

(18) Any material change in accounting principles of the
Company or any Group Company, except as required by
applicable law, or the appointment or change of the
auditors of the Company or any Group Company;

(19) The amendment or waiver of any provision of the
memorandum of association, articles of association or
any other constitutional documents of the Company or
any Group Company; or

(20) The selection of any listing exchange and any
underwriters for an underwritten public offering of the
Company's securities, or the approval of the valuation
or other material terms and conditions for such
offering.

2. Election of the Board of Directors. The maximum number of
persons comprising the Board of Directors shall be seven
(7). As long as any Preferred Shares are outstanding, (i)
the holders of outstanding Preferred Shares, voting together
as a separate class and on an as converted to Common Shares
basis, shall be exclusively entitled to vote on a resolution
of members for the appointment of two (2) directors (the
"Series A Directors") to serve on the Board of Directors of
the Company, (ii) the holders of the Preferred Shares and
the Common Shares, voting together as a single class and on
an as-converted to Common Shares basis, shall be exclusively
entitled to vote on a resolution of members for the
appointment of two (2) directors (the "Independent
Directors") to serve on the Board of Directors of the
Company, and (iii) the holders of the Common Shares, voting
together as a separate class (and not with the Preferred
Shares), shall be exclusively entitled to vote on a
resolution of members for the appointment of three (3)
directors (the "Common Directors") to serve on the Board of
Directors of the Company. When no Preferred Shares are
outstanding, all directors shall instead be elected by the
holders of Common Shares.

(iii) Liquidation Rights

(a) Liquidation Preferences. Upon any liquidation, dissolution, or
winding up of the Company, whether voluntary or involuntary:

1. Before any distribution or payment shall be made to the
holders of any Junior Shares, each holder of Preferred
Shares shall be entitled to receive, on parity with each
other, an amount equal to one hundred percent (100%) of the
Series A


Original Issue Price or the Series A-1 Original Issue Price,
as applicable (in each case as adjusted for any share
splits, share dividends, combinations, recapitalizations and
similar transactions), plus all dividends declared and
unpaid with respect thereto (as adjusted for any share
splits, share dividends, combinations, recapitalizations and
similar transactions) per Series A Preferred Share or Series
A-1 Preferred Share, as applicable, then held by such
holder. If, upon any such liquidation, distribution, or
winding up, the assets of the Company shall be insufficient
to make payment of the foregoing amounts in full on all
Preferred Shares, then such assets shall be distributed
among the holders of Preferred Shares, ratably in proportion
to the full amounts to which they would otherwise be
respectively entitled thereon.

2. After distribution or payment in full of the amount
distributable or payable on the Preferred Shares pursuant to
Clause 10(iii)(a)(1), the remaining assets of the Company
available for distribution to members shall be distributed
ratably among the holders of outstanding Common Shares and
the holders of outstanding Preferred Shares in proportion to
the number of outstanding Common Shares held by them (with
outstanding Preferred Shares treated on an as-if-converted
basis).

(b) Liquidation on Sale or Merger. The following events shall be
treated as a liquidation under this Clause 10(iii) unless waived
by the holders of at least a majority of the outstanding
Preferred Shares, voting together as a single group on an
as-converted basis:

1. any consolidation, amalgamation or merger of the Company
with or into any other Person or other corporate
reorganization, in which the members of the Company
immediately prior to such consolidation, amalgamation,
merger or reorganization, own less than 50% of the Company's
voting power immediately after such consolidation, merger,
amalgamation or reorganization, or any transaction or series
of related transactions to which the Company is a party in
which in excess of 50% of the Company's voting power is
transferred, but excluding any transaction effected solely
for tax purposes or to change the Company's domicile;

2. a sale, lease or other disposition of all or substantially
all of the assets of the Company; or

3. the exclusive licensing of all or substantially all of the
Company's intellectual property to a third party,

and upon any such event, any proceeds resulting to the
shareholders of the Company therefrom shall be distributed in
accordance with the terms of paragraph (a) of this Clause
10(iii).

(iv) Conversion Rights

The holders of the Preferred Shares shall have the following rights
described below with respect to the conversion of the Preferred Shares
into Common Shares. The number of Common Shares to which a holder
shall be entitled upon conversion of any Series A Preferred Share
shall be the quotient of the Series A Original Issue Price divided by
the then-effective Series A Conversion Price, and the number of Common
Shares to which a holder shall be entitled upon conversion of any
Series A-1 Preferred Share shall be the quotient of the Series A-1
Original Issue Price divided by the then-effective Series A-1
Conversion Price. For the avoidance of doubt, the initial conversion
ratio for Series A Preferred Shares to Common Shares shall be 1:1, and
the initial conversion ratio for Series A-1 Preferred Shares to Common
Shares shall be 1:1, and both shall be subject to adjustments based on
adjustments of the Series A Conversion Price or the


Series A-1 Conversion Price, as applicable (the "Applicable Conversion
Price" and each a "Conversion Price"), as set forth below:

(a) Optional Conversion

1. Subject to and in compliance with the provisions of this
Clause 10(iv)(a) and subject to complying the requirements
of the Law, any Preferred Share may, at the option of the
holder thereof, be converted at any time into fully-paid and
nonassessable Common Shares based on the then-effective
Applicable Conversion Price.

2. The holder of any Preferred Shares who desires to convert
such shares into Common Shares shall surrender the
certificate or certificates therefor, duly endorsed, at the
office of the Company or any transfer agent for the
Preferred Shares, and shall give written notice to the
Company at such office that such holder has elected to
convert such shares. Such notice shall state the number of
Preferred Shares being converted. Thereupon, the Company
shall promptly issue and deliver to such holder at such
office a certificate or certificates for the number of
Common Shares to which the holder is entitled. No fractional
Common Shares shall be issued upon conversion of the
Preferred Shares, and the number of Common Shares to be so
issued to a holder of Preferred Shares upon the conversion
of such Preferred Shares (after aggregating all fractional
Common Shares that would be issued to such holder) shall be
rounded to the nearest whole share (with one-half being
rounded upward). Such conversion shall be deemed to have
been made at the close of business on the date of the
surrender of the certificates representing the Preferred
Shares to be converted, and the person entitled to receive
the Common Shares issuable upon such conversion shall be
treated for all purposes as the record holder of such Common
Shares on such date.

(b) Automatic Conversion

1. Without any action being required by the holder of such
share and whether or not the certificates representing such
share are surrendered to the Company or its transfer agent,
each Preferred Share shall automatically be converted, based
on the then-effective Applicable Conversion Price, into
Common Shares upon the earlier of (i) the closing of a
Qualified IPO or (ii) the vote or written consent of the
holders of more than two-thirds of the then outstanding
Preferred Shares (voting together as a single class). Any
conversion pursuant to this Clause 10(iv)(b)(1) shall be
referred to as an "Automatic Conversion."

2. The Company shall not be obligated to issue certificates for
any Common Shares issuable upon the automatic conversion of
any Preferred Shares unless the certificate or certificates
evidencing such Preferred Shares is either delivered as
provided below to the Company or any transfer agent for the
Preferred Shares, or the holder notifies the Company or its
transfer agent that such certificate has been lost, stolen
or destroyed and executes an agreement satisfactory to the
Company to indemnify the Company from any loss incurred by
it in connection with such certificate. The Company shall,
as soon as practicable after receipt of certificates for
Preferred Shares, or satisfactory agreement for
indemnification in the case of a lost certificate, promptly
issue and deliver at its office to the holder thereof a
certificate or certificates for the number of Common Shares
to which the holder is entitled. No fractional Common Shares
shall be issued upon conversion of the Preferred Shares, and
the number of Common Shares to be so issued to a holder of
converting Preferred Shares (after aggregating all
fractional Common Shares


that would be issued to such holder) shall be rounded to the
nearest whole share (with one-half being rounded upward).
Any person entitled to receive Common Shares issuable upon
the automatic conversion of the Preferred Shares shall be
treated for all purposes as the record holder of such Common
Shares on the date of such conversion.

(c) Conversion Mechanism. The conversion hereunder of any Preferred
Share (the "Conversion Share") shall be effected in the following
manner:

1. The Company shall redeem the Conversion Share for aggregate
consideration (the "Redemption Amount") equal to (a) the
aggregate par value of any shares of the Company to be
issued upon such conversion and (b) the aggregate value, as
determined by the Board of Directors, of any other assets
which are to be distributed upon such conversion.

2. Concurrent with the redemption of the Conversion Share, the
Company shall apply the Redemption Amount for the benefit of
the holder of the Conversion Share to pay for any shares of
the Company issuable, and any other assets distributable, to
such holder in connection with such conversion.

3. Upon application of the Redemption Amount, the Company shall
issue to the holder of the Conversion Share all shares
issuable, and distribute to such holder all other assets
distributable, upon such conversion.

(d) Conversion Price. The "Series A Conversion Price" shall initially
equal the Series A Original Issue Price, the "Series A-1
Conversion Price" shall initially equal the Series A-1 Original
Issue Price, and each shall be adjusted from time to time as
provided below:

1. Adjustment for Share Splits and Combinations. If the Company
shall at any time, or from time to time, effect a
subdivision of the outstanding Common Shares, each of the
Conversion Prices in effect immediately prior to such
subdivision shall be proportionately decreased. Conversely,
if the Company shall at any time, or from time to time,
combine the outstanding Common Shares into a smaller number
of shares, each of the Conversion Prices in effect
immediately prior to the combination shall be
proportionately increased. Any adjustment under this
paragraph shall become effective at the close of business on
the date the subdivision or combination becomes effective.

2. Adjustment for Common Share Dividends and Distributions. If
the Company makes (or fixes a record date for the
determination of holders of Common Shares entitled to
receive) a dividend or other distribution to the holders of
Common Shares payable in additional Common Shares, each of
the Conversion Prices then in effect shall be decreased as
of the time of such issuance (or in the event such record
date is fixed, as of the close of business on such record
date) by multiplying such Conversion Price then in effect by
a fraction (i) the numerator of which is the total number of
Common Shares issued and outstanding immediately prior to
the time of such issuance or the close of business on such
record date, and (ii) the denominator of which is the total
number of Common Shares issued and outstanding immediately
prior to the time of such issuance or the close of business
on such record date plus the number of Common Shares
issuable in payment of such dividend or distribution.

3. Adjustments for Other Dividends. If the Company at any time,
or from time to time, makes (or fixes a record date for the
determination of holders of Common Shares entitled to
receive) a dividend or other distribution payable in
securities of


the Company other than Common Shares or Common Share
Equivalents, then, and in each such event, provision shall
be made so that, upon conversion of any Preferred Share
thereafter, the holder thereof shall receive, in addition to
the number of Common Shares issuable thereon, the amount of
securities of the Company which the holder of such share
would have received had the Preferred Shares been converted
into Common Shares immediately prior to such event, all
subject to further adjustment as provided herein.

4. Reorganizations, Mergers, Consolidations, Reclassifications,
Exchanges, Substitutions. If at any time, or from time to
time, any capital reorganization or reclassification of the
Common Shares (other than as a result of a share dividend,
subdivision, split or combination otherwise treated above)
occurs or the Company is consolidated, merged or amalgamated
with or into another Person (other than a consolidation,
merger or amalgamation treated as a liquidation in paragraph
(b) of Clause 10(iii)), then in any such event, provision
shall be made so that, upon conversion of any Preferred
Share thereafter, the holder thereof shall receive the kind
and amount of shares and other securities and property which
the holder of such share would have received had the
Preferred Shares been converted into Common Shares on the
date of such event, all subject to further adjustment as
provided herein, or with respect to such other securities or
property, in accordance with any terms applicable thereto.

5. Sale of Shares below the Conversion Price.

(a) If at any time, or from time to time, the Company shall
issue or sell Additional Common Shares for a
consideration per share less than the then existing
Series A Conversion Price, then, the Series A
Conversion Price shall be reduced, as of the opening of
business on the date of such issue or sale, to a price
equal to the price per share of such Additional Common
Shares.

(b) For the purpose of making any adjustment in a
Conversion Price or number of Common Shares issuable
upon conversion of the Preferred Shares, as provided
above:

(i) To the extent it consists of cash, the
consideration received by the Company for any
issue or sale of securities shall be computed at
the net amount of cash received by the Company
after deduction of any underwriting or similar
commissions, compensations, discounts or
concessions paid or allowed by the Company in
connection with such issue or sale;

(ii) To the extent it consists of property other than
cash, consideration other than cash received by
the Company for any issue or sale of securities
shall be computed at the fair market value
thereof (as determined in good faith by a
majority of the Board of Directors including at
least one Series A Director, if any), as of the
date of the adoption of the resolution
specifically authorizing such issue or sale,
irrespective of any accounting treatment of such
property; and

(iii) If Additional Common Shares or Common Share
Equivalents exercisable, convertible or
exchangeable for Additional Common Shares are
issued or sold together with other stock or
securities or other assets of the Company for
consideration which covers both, the
consideration received for the Additional Common
Shares or


such Common Share Equivalents shall be computed
as that portion of the consideration received (as
determined in good faith by a majority of the
Board of Directors including at least one Series
A Director, if any) to be allocable to such
Additional Common Shares or Common Share
Equivalents.

(c) For the purpose of making any adjustment in a
Conversion Price provided in this sub-clause 5, if at
any time, or from time to time, the Company issues any
Common Share Equivalents exercisable, convertible or
exchangeable for Additional Common Shares and the
Effective Conversion Price of such Common Share
Equivalents is less than a Conversion Price in effect
immediately prior to such issuance, then, for purposes
of calculating any adjustment with respect to such
Conversion Price, at the time of such issuance the
Company shall be deemed to have issued the maximum
number of Additional Common Shares issuable upon the
exercise, conversion or exchange of such Common Share
Equivalents and to have received in consideration for
each Additional Common Share deemed issued an amount
equal to the Effective Conversion Price.

(i) In the event of any increase in the number of
Common Shares deliverable or any reduction in
consideration payable upon exercise, conversion
or exchange of any Common Share Equivalent where
the resulting Effective Conversion Price is less
than a Conversion Price at such date, including,
but not limited to, a change resulting from the
antidilution provisions thereof, such Conversion
Price, shall be recomputed to reflect such change
as if, at the time of issue for such Common Share
Equivalent, such Effective Conversion Price
applied.

(ii) If any right to exercise, convert or exchange any
Common Share Equivalents shall expire without
having been fully exercised, each of the
Conversion Prices as adjusted upon the issuance
of such Common Share Equivalents shall be
readjusted to the Conversion Price which would
have been in effect had such adjustment been made
on the basis that (A) the only Additional Common
Shares to be issued on such Common Share
Equivalents were such Additional Common Shares,
if any, as were actually issued or sold in the
exercise, conversion or exchange of any part of
such Common Share Equivalents prior to the
expiration thereof and (B) such Additional Common
Shares, if any, were issued or sold for (x) the
consideration actually received by the Company
upon such exercise, conversion or exchange, plus
(y) (1) where the Common Share Equivalents
consist of options, warrants or rights to
purchase Common Shares, the consideration, if
any, actually received by the Company for the
grant of such Common Share Equivalents, whether
or not exercised, or (2) where the Common Share
Equivalents consist of shares or securities
convertible or exchangeable for Common Shares,
the consideration received for the issue or sale
of Common Share Equivalents actually converted.

(iii) For any Common Share Equivalent with respect to
which a Conversion Price has been adjusted under
this subclause (c), no further adjustment of such
Conversion Price shall be made solely


as a result of the actual issuance of Common
Shares upon the actual exercise or conversion of
such Common Share Equivalent.

6. Performance-Based Adjustment to Conversion Price. On March
31, 2006, or, if later, upon the final delivery to the
Company of the audited consolidated financial statements of
BVI Co. for the fiscal year ended on December 31, 2005
prepared in accordance with United States generally accepted
accounting principles and audited by one of the "big four"
international accounting firms (the "2005 Account"):

(a) If the consolidated after-tax net income of BVI Co. as
reflected in the 2005 Account but without giving effect
to any accrued or paid dividends (the "2005 NI") is at
least US$6,000,000, or if the Company closes a
Qualified IPO by March 31, 2006, no adjustment shall be
made to the Conversion Price under this Clause
10(iv)(6).

(b) If the 2005 NI is less than US$6,000,000, or if by
March 31, 2006, with the consent of two-thirds of the
holders of the Preferred Shares required under the
Memorandum of the Articles, the Company closes an
initial public offering of its Common Shares which is
not a Qualified IPO, the Series A Conversion Price
shall be adjusted by multiplying it by a fraction the
numerator of which shall be the "New Valuation" (as
defined below) of the Company and the denominator of
which shall be US$72,000,000.

For purposes of this paragraph, the New Valuation shall
be the greatest of (i) an amount equal to (x) the 2005
NI (rounded to the nearest US$100,000) multiplied by
8.5 plus (y) US$10,000,000 and (ii) an amount equal to
33% of the bona fide estimate of the valuation of the
Company as a result of such initial public offering
(giving effect to such initial public offering) and
(iii) US$44,000,000; provided that in no event shall
the New Valuation be greater than US$72,000,000.

7. Other Dilutive Events. In case any event shall occur as to
which the other provisions of this Clause 10(iv) are not
strictly applicable, but the failure to make any adjustment
to a Conversion Price would not fairly protect the
conversion rights of the applicable series of Preferred
Shares in accordance with the essential intent and
principles hereof, then, in each such case, the Company, in
good faith, shall determine the appropriate adjustment to be
made, on a basis consistent with the essential intent and
principles established in this Clause 10(iv), necessary to
preserve, without dilution, the conversion rights of such
series of Preferred Shares.

8. Certificate of Adjustment. In the case of any adjustment or
readjustment of a Conversion Price, the Company, at its sole
expense, shall compute such adjustment or readjustment in
accordance with the provisions hereof and prepare a
certificate showing such adjustment or readjustment, and
shall mail such certificate, by first class mail, postage
prepaid, to each registered holder of such series of
Preferred Shares at the holder's address as shown in the
Company's books. The certificate shall set forth such
adjustment or readjustment, showing in detail the facts upon
which such adjustment or readjustment is based, including a
statement of (i) the consideration received or deemed to be
received by the Company for any Additional Common Shares
issued or sold or deemed to have been issued or sold, (ii)
the number of Additional Common Shares issued or sold or
deemed to be issued or sold, (iii) the Conversion Price in
effect before and after

such adjustment or readjustment, and (iv) the number of
Common Shares and the type and amount, if any, of other
property which would be received upon conversion of such
series of Preferred Shares after such adjustment or
readjustment.

9. Notice of Record Date. In the event the Company shall
propose to take any action of the type or types requiring an
adjustment to a Conversion Price or the number or character
of the Preferred Shares as set forth herein, the Company
shall give notice to the holders of such series of Preferred
Shares, which notice shall specify the record date, if any,
with respect to any such action and the date on which such
action is to take place. Such notice shall also set forth
such facts with respect thereto as shall be reasonably
necessary to indicate the effect of such action (to the
extent such effect may be known at the date of such notice)
on the Conversion Price and the number, kind or class of
shares or other securities or property which shall be
deliverable upon the occurrence of such action or
deliverable upon the conversion of Preferred Shares. In the
case of any action which would require the fixing of a
record date, such notice shall be given at least twenty (20)
days prior to the date so fixed, and in the case of all
other actions, such notice shall be given at least thirty
(30) days prior to the taking of such proposed action.

10. Reservation of Shares Issuable Upon Conversion. The Company
shall at all times reserve and keep available out of its
authorized but unissued Common Shares, solely for the
purpose of effecting the conversion of the Preferred Shares,
such number of its Common Shares as shall from time to time
be sufficient to effect the conversion of all outstanding
Preferred Shares. If at any time the number of authorized
but unissued Common Shares shall not be sufficient to effect
the conversion of all then outstanding Preferred Shares, the
Company will take such corporate action as may, in the
opinion of its counsel, be necessary to increase its
authorized but unissued Common Shares to such number of
shares as shall be sufficient for such purpose.

11. Notices. Any notice required or permitted pursuant to this
Clause 10(iv) shall be given in writing and shall be given
either personally or by sending it by next-day or second-day
courier service, fax, electronic mail or similar means to
each holder of record at the address of such holder
appearing on the books of the Company. Where a notice is
sent by next-day or second-day courier service, service of
the notice shall be deemed to be effected by properly
addressing, pre-paying and sending by next-day or second-day
service through an internationally-recognized courier a
letter containing the notice, with a confirmation of
delivery, and to have been effected at the expiration of two
days after the letter containing the same is sent as
aforesaid. Where a notice is sent by fax or electronic mail,
service of the notice shall be deemed to be effected by
properly addressing, and sending such notice through a
transmitting organization, with a written confirmation of
delivery, and to have been effected on the day the same is
sent as aforesaid.

12. Payment of Taxes. The Company will pay all taxes (other than
taxes based upon income) and other governmental charges that
may be imposed with respect to the issue or delivery of
Common Shares upon conversion of Preferred Shares, excluding
any tax or other charge imposed in connection with any
transfer involved in the issue and delivery of Common Shares
in a name other than that in which the Preferred Share so
converted were registered.


(v) No Reissuance of Preferred Shares

No Preferred Share acquired by the Company by reason of redemption,
purchase, conversion or otherwise shall be reissued.

(vi) Redemption

Except as provided for in this Clause 10(vi), the Preferred Shares
shall not be redeemable.

(a) Optional Redemption. Beginning on 31 March 2009, at the written
request to the Company made by the holders of at least a majority
of the then outstanding Preferred Shares, acting together as a
single class on an as-converted basis, such holders may require
that the Company redeem all of the then outstanding Preferred
Shares in accordance with the following terms. Following receipt
of the request for redemption from such holders, the Company
shall within fifteen (15) business days give written notice (the
"Redemption Notice") to each holder of record of a Preferred
Share, at the address last shown on the records of the Company
for such holder(s). Such notice shall indicate that the holders
of Preferred Shares have elected redemption of all of the
Preferred Shares pursuant to the provisions of this Clause
10(vi)(a), shall specify the redemption date, and shall direct
the holders of such shares to submit their share certificates to
the Company on or before the scheduled redemption date. The
redemption price for each Series A Preferred Share redeemed
pursuant to this Clause 10(vi)(a) shall be equal to one hundred
fifty percent (150%) of the Series A Original Issue Price, plus
all dividends accrued and unpaid with respect to such shares (as
adjusted for any share splits, share dividends, combinations,
recapitalizations and similar transactions) (the "Series A
Redemption Price"), and the redemption price for each Series A-1
Preferred Share redeemed pursuant to this Clause 10(vi)(a) shall
be equal to one hundred fifty percent (150%) of the Series A-1
Original Issue Price, plus all dividends accrued and unpaid with
respect to such shares (as adjusted for any share splits, share
dividends, combinations, recapitalizations and similar
transactions) (the "Series A-1 Redemption Price"). The closing
(the "Redemption Closing") of the redemption of the Preferred
Shares pursuant to this Clause 10(vi) will take place within one
hundred and twenty (120) days of the date of the Redemption
Notice at the offices of the Company, or such earlier date or
other place as the holders of a majority of the Preferred Shares
and the Company may mutually agree in writing. At the Redemption
Closing, subject to applicable law, the Company will, from any
source of assets or funds legally available therefor, redeem each
Preferred Share by paying in cash therefor the Series A
Redemption Price or the Series A-1 Redemption Price, as
applicable, against surrender by such holder at the Company's
principal office of the certificate representing such share. From
and after the Redemption Closing, if the Company makes the Series
A Redemption Price or Series A-1 Redemption Price, as applicable,
available to a holder of Preferred Share, all rights of the
holder of such Preferred Share (except the right to receive the
Series A Redemption Price or Series A-1 Redemption Price
therefor, as applicable) will cease with respect to such
Preferred Share, and such Preferred Share will not thereafter be
transferred on the books of the Company or be deemed outstanding
for any purpose whatsoever.

(b) Insufficient Funds. If the Company's assets or funds which are
legally available on the date that any redemption payment under
this Clause 10(vi) is due are insufficient to pay in full all
redemption payments to be paid at the Redemption Closing, or if
the Company is otherwise prohibited by applicable law from making
such redemption, those assets or funds which are legally
available shall be used to the extent permitted by applicable law
to pay all redemption payments due on such date ratably in
proportion to the full amounts to which the holders to which such
redemption payments are due would otherwise be respectively
entitled thereon. Thereafter, all assets or funds of the Company
that become


legally available for the redemption of shares shall immediately
be used to pay the redemption payment which the Company did not
pay on the date that such redemption payments were due. Without
limiting any rights of the holders of Preferred Shares which are
set forth in the Memorandum and the Articles of Association, or
are otherwise available under law, the balance of any shares
subject to redemption hereunder with respect to which the Company
has become obligated to pay the redemption payment but which it
has not paid in full shall continue to have all the powers,
designations, preferences and relative participating, optional,
and other special rights (including, without limitation, rights
to accrue dividends) which such shares had prior to such date,
until the redemption payment has been paid in full with respect
to such shares.

(c) Notwithstanding anything to the contrary contained herein, all
holders of Preferred Shares irrevocably waive the redemption
feature set forth in this Clause 10(vi) such that no holder of
Preferred Shares shall enjoy any redemption feature contained in
this Clause 10(vi).

As used herein, the following terms shall have the meanings specified below:

Words Meanings
- ----- --------

"Additional Common Shares" All Common Shares issued by the Company; provided
that the term "Additional Common Shares" does not
include (i) Employee Securities; (ii) securities
issued upon conversion of the Preferred Shares or
upon exercise of any outstanding warrants or
options; (iii) securities issued in connection
with any share split, share dividend, combination,
recapitalization or other similar transaction of
the Company; or (iv) any other security that is
issued with the approval of a majority of the
Board of Directors (including all of the Series A
Directors, if any).

"Affiliate" With respect to a Person, any other Person that,
directly or indirectly, controls, is controlled by
or is under common control with such Person.

"Articles" or "Articles of The Articles of Association of the Company as
Association" originally registered or as from time to time
amended.

"Board of Directors" The Board of Directors of the Company.

"BVI Co." ATA Testing Authority (Holdings) Limited, a
wholly owned subsidiary of the Company organized
under the laws of the British Virgin Islands.

"Common Share Equivalent" Any share or security convertible or exchangeable
for Common Shares or any option, warrant or right
exercisable for Common Shares.

"Company" The above named Company.

"Control" of a given Person means the power or authority,
whether exercised or not, to direct the business,
management and policies of such Person, directly
or indirectly, whether through the ownership of
voting securities, by contract or otherwise, which
power or authority shall conclusively be presumed
to exist upon possession of beneficial ownership
or power to direct the vote of more than 50% of
the votes


entitled to be cast at a meeting of the members or
shareholders of such Person or power to control
the composition of the board of directors of such
Person; the term "Controlled" has the meaning
correlative to the foregoing.

"Effective Conversion Price" With respect to any Common Share Equivalent at a
given time, an amount equal to the quotient of (i)
the sum of any consideration, if any, received by
the Company with respect to the issuance of such
Common Share Equivalent and the lowest aggregate
consideration receivable by the Company, if any,
upon the exercise, exchange or conversion of the
Common Share Equivalent over (ii) the number of
Common Shares issuable upon the exercise,
conversion or exchange of the Common Share
Equivalent.

"Employee Securities" Any securities (including but not limited to
options and shares) issued to employees,
consultants, officers or directors of the Company
pursuant to any stock option, share purchase,
share bonus or other equity incentive plans,
agreements or arrangements of the Company, each as
approved by the Board.


"Exempted Distribution" (a) A dividend payable solely in Common Shares,
(b) the repurchase of Common Shares from
terminated employees, officers or consultants
pursuant to contractual arrangements with the
Company and (c) any exercise, conversion or
exchange of Common Share Equivalents.

"Governmental Authority" A nation or government or any province or state or
any other political subdivision thereof, and any
entity, authority or body exercising executive,
legislative, judicial, regulatory or
administrative functions of or pertaining to
government, including any government authority,
agency, department, board, commission or
instrumentality or any political subdivision
thereof, any court, tribunal or arbitrator, and
any self-regulatory organization.

"Group Company" A Person (other than a natural person) that is
Controlled by the Company.

"Junior Shares" All classes and series of shares that are junior
in rights and preferences to the Preferred Shares,
including the Common Shares.

"law" All national, state, local, municipal, and other
laws, statutes, constitutions, ordinances, codes,
edicts, decrees, injunctions, stipulations,
judgments, orders, rulings, rules, regulations,
assessments, writs, and requirements, whether
temporary, preliminary or permanent, issued,
enacted, adopted, promulgated, implemented or
otherwise put into effect by or under the
authority of any Governmental or Regulatory
Authority.

"Law" The Companies Law of the Cayman Islands and every
modification, re-enactment or extension thereof
for the time being in force.

"member" A person who holds shares in the Company.


"Memorandum" The Memorandum of Association of the Company as
originally registered or as from time to time
amended.

"Person" An individual, corporation, partnership, limited
partnership, proprietorship, association, limited
liability company, firm, trust, estate or other
enterprise or entity.

"Qualified IPO" (i) a firm commitment underwritten registered
public offering by the Company of its Common
Shares in the United States or Hong Kong, or on
any combination of such jurisdictions, or in any
other jurisdiction acceptable to the holders of a
majority of the then outstanding Preferred Shares
and to the Company, in any case with total
offering proceeds to the Company and selling
shareholders, if any, of not less than US$100
million (or any cash proceeds of other currency of
equivalent value) (before deduction of
underwriters commissions and expenses) and with a
valuation of the Company as a result of such
public offering (giving effect to such public
offering) of not less than US$300 million.

"resolution of directors" (a) A resolution approved at a duly convened and
constituted meeting of directors of the
Company or of a committee of directors of the
Company by the affirmative vote of a simple
majority of the directors present at the
meeting who voted and did not abstain; or

(b) A resolution consented to in writing by a
majority of the directors or a majority of
the members of a committee of directors,
unless there are only two directors or two
members of a committee of directors in which
case both directors or both members of the
committee of directors must consent;

except that where a director is given more than
one vote, he shall be counted by the number of
votes he casts for the purpose of establishing a
majority.

"resolution of members" (a) A resolution approved at a duly convened and
constituted meeting of the members of the
Company by the affirmative vote of

(i) a simple majority of the votes of the
shares entitled to vote thereon which
were present at the meeting and were
voted and not abstained, or

(ii) a simple majority of the votes of each
class or series of shares which were
present at the meeting and entitled to
vote thereon as a class or series and
were voted and not abstained and of a
simple majority of the votes of the
remaining shares entitled to vote
thereon which were present at the
meeting and were voted and not
abstained; or

(b) a resolution consented to in writing by

(i) an absolute majority of the votes of
shares entitled to vote thereon, or

(ii) an absolute majority of the votes of
each class or series of shares entitled
to vote thereon as a class or series and
of an absolute majority of the votes of
the remaining shares


entitled to vote thereon.

"Seal" Any seal which has been duly adopted as the seal
of the Company.

"securities" Shares and debt obligations of every kind, and
options, warrants and rights to acquire shares, or
debt obligations.

"Series A Original Issue US$2.2630 per share.
Price"

"Series A-1 Original Issue US$3.3945 per share.
Price"

11. The Company may exercise the power contained in the Companies Law to
deregister in the Cayman Islands and be registered by way of continuation
in another jurisdiction.

SECOND AMENDED AND RESTATED

ARTICLES OF ASSOCIATION
OF
ATA INC.
(adopted by a special resolution passed on 10 November, 2006)



TABLE OF CONTENTS

TABLE A



INTERPRETATION

1. Definitions

SHARES

2. Power to Issue Shares
3. Redemption and Purchase of Shares
4. Rights Attaching to Shares
5. Calls on Shares
6. Joint and Several Liability to Pay Calls
7. Forfeiture of Shares
8. Share Certificates
9. Fractional Shares


REGISTRATION OF SHARES

10. Register of Members
11. Registered Holder Absolute Owner
12. Transfer of Registered Shares
13. Transmission of Registered Shares


ALTERATION OF SHARE CAPITAL

14. Power to Alter Capital
15. Variation of Rights Attaching to Shares


DIVIDENDS AND CAPITALISATION

16. Dividends
17. Power to Set Aside Profits
18. Method of Payment
19. Capitalisation


MEETINGS OF MEMBERS

20. Annual General Meetings
21. Extraordinary General Meetings
22. Requisitioned General Meetings
23. Notice
24. Giving Notice
25. Postponement of General Meeting
26. Participating in Meetings by Telephone
27. Quorum at General Meetings
28. Chairman to Preside
29. Voting on Resolutions
30. Power to Demand a Vote on a Poll
31. Voting by Joint Holders of Shares
32. Instrument of Proxy
33. Representation of Corporate Member
34. Adjournment of General Meeting
35. Written Resolutions
36. Directors Attendance at General Meetings


DIRECTORS AND OFFICERS

37. Election of Directors
38. Number of Directors
39. Term of Office of Directors
40. Alternate Directors
41. Removal of Directors
42. Vacancy in the Office of Director
43. Remuneration of Directors
44. Defect in Appointment of Director
45. Directors to Manage Business
46. Powers of the Board of Directors
47. Register of Directors and Officers
48. Officers
49. Appointment of Officers
50. Duties of Officers
51. Remuneration of Officers
52. Conflicts of Interest
53. Indemnification and Exculpation of Directors and Officers


MEETINGS OF THE BOARD OF DIRECTORS

54. Board Meetings
55. Notice of Board Meetings
56. Participation in Meetings by Telephone
57. Quorum at Board Meetings
58. Board to Continue in the Event of Vacancy
59. Chairman to Preside
60. Written Resolutions
61. Validity of Prior Acts of the Board


CORPORATE RECORDS

62. Minutes
63. Register of Mortgages and Charges
64. Form and Use of Seal


ACCOUNTS

65. Books of Account
66. Financial Year End


AUDITS

67. Audit
68. Appointment of Auditors
69. Remuneration of Auditors
70. Duties of Auditor
71. Access to Records
72. Financial Statements
73. Distribution of Auditor's Report
74. Distribution of Financial Statements and Directors' report


VOLUNTARY WINDING-UP AND DISSOLUTION

75. Winding-Up


CHANGES TO CONSTITUTION

76. Changes to Articles
77. Changes to the Memorandum of Association
78. Discontinuance
TABLE A

The regulations in Table A in the First Schedule to the Law (as defined
below) do not apply to the Company.

INTERPRETATION

1. DEFINITIONS
1.1 Capitalised terms used and not otherwise defined herein shall have the
meanings ascribed thereto in the Amended and Restated Memorandum of
Association. In these Articles, the following words and expressions
shall, where not inconsistent with the context, have the following
meanings, respectively:

Alternate Director an alternate director appointed in accordance
with these Articles;

Articles these Articles of Association as altered from
time to time;

Auditor includes an individual or partnership;

Board the board of directors appointed or elected
pursuant to these Articles and acting at a
meeting of directors at which there is a
quorum or by written resolution in accordance
with these Articles;

Director a director, including a sole director, for
the time being of the Company and shall
include an Alternate Director;

Member the person registered in the Register of
Members as the holder of shares in the
Company and, when two or more persons are so
registered as joint holders of shares, means
the person whose name stands first in the
Register of Members as one of such joint
holders or all of such persons, as the
context so requires;

Memorandum the memorandum of association of the Company
as originally registered or as from time to
time amended;

month calendar month;

notice written notice as further provided in these
Articles unless otherwise specifically
stated;

Officer any person appointed by the Board to hold an
office in the Company;

ordinary resolution a resolution passed at a general meeting (or,
if so specified, a meeting of Members holding
a class of shares) of the Company by a simple
majority of the votes cast, or a

written resolution passed by the unanimous
consent of all Members entitled to vote;

paid-up paid-up or credited as paid-up;

Register of Directors the register of directors and officers
and Officers referred to in these Articles;

Register of Members the register of Members referred to in these
Articles;

Registered Office the registered office for the time being of
the Company;

Seal the common seal or any official or duplicate
seal of the Company;

Secretary the person appointed to perform any or all of
the duties of secretary of the Company and
includes any deputy or assistant secretary
and any person appointed by the Board to
perform any of the duties of the Secretary;

share includes a fraction of a share;

special resolution a resolution passed at a general meeting (or,
if so specified, a meeting of Members holding
a class of shares) of the Company by a
majority of not less than two thirds of the
vote cast, as provided in the Law, or a
written resolution passed by unanimous
consent of all Members entitled to vote;

written resolution a resolution passed in accordance with
Article 35 or 60; and

year calendar year.


1.2 In these Articles, where not inconsistent with the context:

(a) words denoting the plural number include the singular number and
vice versa;

(b) words denoting the masculine gender include the feminine and
neuter genders;

(c) words importing persons include companies, associations or bodies
of persons whether corporate or not;

(d) the words:-

(i) "may" shall be construed as permissive; and

(ii) "shall" shall be construed as imperative;

(e) a reference to statutory provision shall be deemed to include any
amendment or re-enactment thereof; and


(f) unless otherwise provided herein, words or expressions defined in
the Law shall bear the same meaning in these Articles.

1.3 In these Articles expressions referring to writing or its cognates
shall, unless the contrary intention appears, include facsimile,
printing, lithography, photography, electronic mail and other modes of
representing words in visible form.

1.4 Headings used in these Articles are for convenience only and are not
to be used or relied upon in the construction hereof.


SHARES

2. POWER TO ISSUE SHARES
2.1 Subject to receipt of all approvals required under the Memorandum and
these Articles and to any resolution of the Members to the contrary,
and without prejudice to any special rights previously conferred on
the holders of any existing shares or class of shares, the Board shall
have the power to issue any unissued shares of the Company on such
terms and conditions as it may determine and any shares or class of
shares (including the issue or grant of options, warrants and other
rights, renounceable or otherwise in respect of shares) may be issued
with such preferred, deferred or other special rights or such
restrictions, whether in regard to dividend, voting, return of
capital, or otherwise as the Company may by resolution of the Members
prescribe, provided that no share shall be issued at a discount except
in accordance with the Law.


3. REDEMPTION AND PURCHASE OF SHARES
3.1 Subject to the Law and the Memorandum, the Company is authorised to
issue shares which are to be redeemed or are liable to be redeemed at
the option of the Company or a Member.

3.2 Subject to receipt of all approvals required under the Memorandum, the
Company is hereby authorised to make payments in respect of the
redemption of its shares out of capital or out of any other account or
fund which can be authorised for this purpose in accordance with the
Law.

3.3 The redemption price of a redeemable share, or the method of
calculation thereof, shall be fixed by the Directors at or before the
time of issue.

3.4 Every share certificate representing a redeemable share shall indicate
that the share is redeemable.

3.5 In the case of shares redeemable at the option of a Member a
redemption notice from a Member may not be revoked without the
agreement of the Directors.

3.6 At the time or in the circumstances specified for redemption the
redeemed shares shall be cancelled and shall cease to confer on the
relevant Member any right or privilege, without prejudice to the right
to receive the redemption price, which price shall become payable so
soon as it can with due despatch be calculated, but subject to
surrender of the relevant share certificate for cancellation (and
reissue in respect of any balance).

3.7 Subject to receipt of all approvals required under the Memorandum, the
redemption price may be paid in any manner authorised by these
Articles for the payment of dividends.


3.8 A delay in payment of the redemption price shall not affect the
redemption but, in the case of a delay of more than thirty days,
interest shall be paid for the period from the due date until actual
payment at a rate which the Directors, after due enquiry, estimate to
be representative of the rates being offered by Class A banks in the
Cayman Islands for thirty day deposits in the same currency.

3.9 Subject to receipt of all approvals required under the Memorandum, the
Directors may exercise as they think fit the powers conferred on the
Company by Section 37(5) of the Law (payment out of capital) but only
if and to the extent that the redemption could not otherwise be made
(or not without making a fresh issue of shares for this purpose).

3.10 Subject as aforesaid, the Directors may determine, as they think fit
all questions that may arise concerning the manner in which the
redemption of the shares shall or may be effected.

3.11 No share may be redeemed unless it is fully paid-up.

3.12 Subject to receipt of all approvals required under the Memorandum, the
Board may exercise all the powers of the Company to purchase all or
any part of its own shares in accordance with the Law. Shares
purchased by the Company shall be cancelled and shall cease to confer
any right or privilege on the Member from whom the shares are
purchased.


4. RIGHTS ATTACHING TO SHARES
Subject to Article 2.1, the Memorandum and any resolution of the Members to
the contrary and without prejudice to any special rights conferred thereby
on the holders of any other shares or class of shares, the holders of
shares of the Company shall, subject to the provisions of these Articles:

(a) be entitled to one vote per share;

(b) be entitled to such dividends as the Board may from time to time
declare;

(c) in the event of a winding-up or dissolution of the Company,
whether voluntary or involuntary or for the purpose of a
reorganization or otherwise or upon any distribution of capital,
be entitled to the surplus assets of the Company; and

(d) generally be entitled to enjoy all of the rights attaching to
shares.


5. CALLS ON SHARES
5.1 The Board may make such calls as it thinks fit upon the Members in
respect of any monies (whether in respect of nominal value or premium)
unpaid on the shares allotted to or held by such Members and, if a
call is not paid on or before the day appointed for payment thereof,
the Member may at the discretion of the Board be liable to pay the
Company interest on the amount of such call at such rate as the Board
may determine, from the date when such call was payable up to the
actual date of payment. The Board may differentiate between the
holders as to the amount of calls to be paid and the times of payment
of such calls.

5.2 The Company may accept from any Member the whole or a part of the
amount remaining unpaid on any shares held by him, although no part of
that amount has been called up.

5.3 The Company may make arrangements on the issue of shares for a
difference between the Members in the amounts and times of payments of
calls on their shares.


6. JOINT AND SEVERAL LIABILITY TO PAY CALLS
The joint holders of a share shall be jointly and severally liable to pay
all calls in respect thereof.


7. FORFEITURE OF SHARES
7.1 If any Member fails to pay, on the day appointed for payment thereof,
any call in respect of any share allotted to or held by such Member,
the Board may, at any time thereafter during such time as the call
remains unpaid, direct the Secretary to forward such Member a notice
in writing in the form, or as near thereto as circumstances admit, of
the following:

Notice of Liability to Forfeiture for Non-Payment of Call
- (the "Company")

You have failed to pay the call of [amount of call] made on the [ ]
day of [ ], 200[ ], in respect of the [number] share(s) [number in
figures] standing in your name in the Register of Members of the
Company, on the [ ] day of [ ], 200[ ], the day appointed for payment
of such call. You are hereby notified that unless you pay such call
together with interest thereon at the rate of [ ] per annum computed
from the said [ ] day of [ ], 200[ ] at the registered office of the
Company the share(s) will be liable to be forfeited.

Dated this [ ] day of [ ], 200[ ]



---------------------------------
[Signature of Secretary] By Order of the Board

7.2 If the requirements of such notice are not complied with, any such
share may at any time thereafter before the payment of such call and
the interest due in respect thereof be forfeited by a resolution of
the Board to that effect, and such share shall thereupon become the
property of the Company and may be disposed of as the Board shall
determine. Without limiting the generality of the foregoing, the
disposal may take place by sale, repurchase, redemption or any other
method of disposal permitted by and consistent with these Articles and
the Law.

7.3 A Member whose share or shares have been forfeited as aforesaid shall,
notwithstanding such forfeiture, be liable to pay to the Company all
calls owing on such share or shares at the time of the forfeiture and
all interest due thereon.

7.4 The Board may accept the surrender of any shares which it is in a
position to forfeit on such terms and conditions as may be agreed.
Subject to those terms and conditions, a surrendered share shall be
treated as if it had been forfeited.


8. SHARE CERTIFICATES
8.1 Every Member shall be entitled to a certificate under the seal of the
Company (or a facsimile thereof) specifying the number and, where
appropriate, the class of shares held by such Member and whether the
same are fully paid up and, if not, how much has been paid thereon.
The Board may by resolution determine, either generally or in a
particular case, that any or all signatures on certificates may be
printed thereon or affixed by mechanical means.

8.2 If any share certificate shall be proved to the satisfaction of the
Board to have been worn out, lost, mislaid, or destroyed the Board may
cause a new certificate to be issued and request an indemnity for the
lost certificate if it sees fit.


8.3 Share certificates may not be issued in bearer form.


9. FRACTIONAL SHARES
The Company may issue its shares in fractional denominations and deal with
such fractions to the same extent as its whole shares and shares in
fractional denominations shall have in proportion to the respective
fractions represented thereby all of the rights of whole shares including
(but without limiting the generality of the foregoing) the right to vote,
to receive dividends and distributions and to participate in a winding-up.


REGISTRATION OF SHARES

10. REGISTER OF MEMBERS
The Board shall cause to be kept in one or more books a Register of Members
which may be kept outside the Cayman Islands at such place as the Directors
shall appoint and shall enter therein the following particulars:-

(a) the name and address of each Member, the number, and (where
appropriate) the class of shares held by such Member and the
amount paid or agreed to be considered as paid on such shares;

(b) the date on which each person was entered in the Register of
Members; and

(c) the date on which any person ceased to be a Member.


11. REGISTERED HOLDER ABSOLUTE OWNER
11.1 The Company shall be entitled to treat the registered holder of any
share as the absolute owner thereof and accordingly shall not be bound
to recognise any equitable claim or other claim to, or interest in,
such share on the part of any other person.

11.2 No person shall be entitled to recognition by the Company as holding
any share upon any trust and the Company shall not be bound by, or be
compelled in any way to recognise, (even when having notice thereof)
any equitable, contingent, future or partial interest in any share or
any other right in respect of any share except an absolute right to
the entirety of the share in the holder. If, notwithstanding this
Article, notice of any trust is at the holder's request entered in the
Register or on a share certificate in respect of a share, then, except
as aforesaid:

(a) such notice shall be deemed to be solely for the holder's
convenience;

(b) the Company shall not be required in any way to recognise any
beneficiary, or the beneficiary, of the trust as having an
interest in the share or shares concerned;

(c) the Company shall not be concerned with the trust in any way, as
to the identity or powers of the trustees, the validity, purposes
or terms of the trust, the question of whether anything done in
relation to the shares may amount to a breach of trust or
otherwise; and

(d) the holder shall keep the Company fully indemnified against any
liability or expense which may be incurred or suffered as a
direct or indirect consequence of the Company entering notice of
the trust in the Register or on a share certificate and
continuing to recognise the holder as having an absolute right to
the entirety of the share or shares concerned.


12. TRANSFER OF REGISTERED SHARES
12.1 An instrument of transfer shall be in writing in the form of the
following, or as near thereto as circumstances admit, or in such other
form as the Board may accept:

Transfer of a Share or Shares
- (the "Company")

FOR VALUE RECEIVED....................[amount], I, [name of
transferor] hereby sell, assign and transfer unto [transferee] of
[address], [number] of shares of the Company.

DATED this [ ] day of [ ], 200[ ]

Signed by: In the presence of:



--------------------------------- ---------------------------------

Transferor Witness



--------------------------------- ---------------------------------

Transferee Witness

12.2 Such instrument of transfer shall be signed by or on behalf of the
transferor and transferee, provided that, in the case of a fully paid
share, the Board may accept the instrument signed by or on behalf of
the transferor alone. The transferor shall be deemed to remain the
holder of such share until the same has been transferred to the
transferee in the Register of Members.

12.3 The Board may refuse to recognise any instrument of transfer unless it
is accompanied by the certificate in respect of the shares to which it
relates and by such other evidence as the Board may reasonably require
to show the right of the transferor to make the transfer.

12.4 The joint holders of any share may transfer such share to one or more
of such joint holders, and the surviving holder or holders of any
share previously held by them jointly with a deceased Member may
transfer any such share to the executors or administrators of such
deceased Member.

12.5 The Board may in its absolute discretion and without assigning any
reason therefor refuse to register the transfer of a share. If the
Board refuses to register a transfer of any share the Secretary shall,
within three months after the date on which the transfer was lodged
with the Company, send to the transferor and transferee notice of the
refusal.


13. TRANSMISSION OF REGISTERED SHARES
13.1 In the case of the death of a Member, the survivor or survivors where
the deceased Member was a joint holder, and the legal personal
representatives of the deceased Member where the deceased Member was a
sole holder, shall be the only persons recognised by the Company as
having any title to the deceased Member's interest in the shares.
Nothing herein contained shall release the estate of a deceased joint
holder from any liability in respect of any share which had been
jointly held by such deceased Member with other persons. Subject to
the provisions of Section 39 of the Law, for the purpose of this
Article, legal personal representative means the executor or


administrator of a deceased Member or such other person as the Board
may, in its absolute discretion, decide as being properly authorised
to deal with the shares of a deceased Member.

13.2 Any person becoming entitled to a share in consequence of the death or
bankruptcy of any Member may be registered as a Member upon such
evidence as the Board may deem sufficient or may elect to nominate
some person to be registered as a transferee of such share, and in
such case the person becoming entitled shall execute in favour of such
nominee an instrument of transfer in writing in the form, or as near
thereto as circumstances admit, of the following:

Transfer by a Person Becoming Entitled on Death/Bankruptcy of a Member
- (the "Company")

I/We, having become entitled in consequence of the [death/bankruptcy]
of [name and address of deceased Member] to [number] share(s) standing
in the Register of Members of the Company in the name of the said
[name of deceased/bankrupt Member] instead of being registered
myself/ourselves, elect to have [name of transferee] (the
"Transferee") registered as a transferee of such share(s) and I/we do
hereby accordingly transfer the said share(s) to the Transferee to
hold the same unto the Transferee, his or her executors,
administrators and assigns, subject to the conditions on which the
same were held at the time of the execution hereof; and the Transferee
does hereby agree to take the said share(s) subject to the same
conditions.

DATED this [ ] day of [ ], 200[ ]

Signed by: In the presence of:



--------------------------------- ---------------------------------

Transferor Witness



--------------------------------- ---------------------------------
Transferee Witness

13.3 On the presentation of the foregoing materials to the Board,
accompanied by such evidence as the Board may require to prove the
title of the transferor, the transferee shall be registered as a
Member. Notwithstanding the foregoing, the Board shall, in any case,
have the same right to decline or suspend registration as it would
have had in the case of a transfer of the share by that Member before
such Member's death or bankruptcy, as the case may be.

13.4 Where two or more persons are registered as joint holders of a share
or shares, then in the event of the death of any joint holder or
holders the remaining joint holder or holders shall be absolutely
entitled to the said share or shares and the Company shall recognise
no claim in respect of the estate of any joint holder except in the
case of the last survivor of such joint holders.


ALTERATION OF SHARE CAPITAL

14. POWER TO ALTER CAPITAL
14.1 Subject to the Law and the Memorandum, the Company may from time to
time by ordinary resolution alter the conditions of its Memorandum of
Association to increase its share capital by new shares of such amount
as it thinks expedient or, if the Company has shares without par
value, increase its share capital by such number of shares without
nominal or par value, or increase the aggregate consideration for
which its shares may be issued, as it thinks expedient.


14.2 Subject to the Law and the Memorandum, the Company may from time to
time by ordinary resolution alter the conditions of its Memorandum of
Association to:

(a) consolidate and divide all or any of its share capital into
shares of larger amount than its existing shares;

(b) subdivide its shares or any of them into shares of an amount
smaller than that fixed by the Memorandum of Association; or

(c) cancel shares which at the date of the passing of the resolution
have not been taken or agreed to be taken by any person, and
diminish the amount of its share capital by the amount of the
shares so cancelled or, in the case of shares without par value,
diminish the number of shares into which its capital is divided.

14.3 For the avoidance of doubt it is declared that paragraph 14.2(a) and
(b) above do not apply if at any time the shares of the Company have
no par value.

14.4 Subject to the Law and the Memorandum, the Company may from time to
time by special resolution reduce its share capital in any way or,
subject to Article 77, alter any conditions of its Memorandum of
Association relating to share capital.


15. VARIATION OF RIGHTS ATTACHING TO SHARES

If, at any time, the share capital is divided into different classes of
shares and subject to the Memorandum, the rights attached to any class
(unless otherwise provided by the terms of issue of the shares of that
class) may, whether or not the Company is being wound-up, be varied with
the consent in writing of the holders of three-fourths of the issued shares
of that class or with the sanction of a resolution passed by a majority of
the votes cast at a separate general meeting of the holders of the shares
of the class at which meeting the necessary quorum shall be two persons at
least holding or representing by proxy one-third of the issued shares of
the class. 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.



DIVIDENDS AND CAPITALISATION

16. DIVIDENDS
16.1 The Board may, subject to receipt of all approvals required under the
Memorandum and these Articles and any direction of the Company in
general meeting, declare a dividend to be paid to the Members, in
proportion to the number of shares held by them, and such dividend may
be paid in cash or wholly or partly in specie in which case the Board
may fix the value for distribution in specie of any assets. No unpaid
dividend shall bear interest as against the Company.

16.2 Dividends may be declared and paid out of profits of the Company,
realised or unrealised, or from any reserve set aside from profits
which the Directors determine is no longer needed, or not in the same
amount. Dividends may also be declared and paid out of share premium
account or any other fund or account which can be authorised for this
purpose in accordance with the Law.


16.3 Subject to receipt of all approvals required under the Memorandum and
with the sanction of an ordinary resolution of the Company, the
Directors may determine that a dividend shall be paid wholly or partly
by the distribution of specific assets (which may consist of the
shares or securities of any other company) and may settle all
questions concerning such distribution. Without limiting the foregoing
generally, the Directors may fix the value of such specific assets,
may determine that cash payments shall be made to some Members in lieu
of specific assets and may vest any such specific assets in trustees
on such terms as the Directors think fit.

16.4 The Company may pay dividends in proportion to the amount paid up on
each share where a larger amount is paid up on some shares than on
others.

16.5 The Board may declare and make such other distributions (in cash or in
specie) to the Members as may be lawfully made out of the assets of
the Company. No unpaid distribution shall bear interest as against the
Company.

16.6 The Board may fix any date as the record date for determining the
Members entitled to receive any dividend or other distribution, but,
unless so fixed, the record date shall be the date of the Directors'
resolution declaring same.


17. POWER TO SET ASIDE PROFITS
17.1 Subject to receipt of all approvals required under the Memorandum, the
Board may, before declaring a dividend, set aside out of the surplus
or profits of the Company, such sum as it thinks proper as a reserve
to be used to meet contingencies or for equalising dividends or for
any other purpose. Pending application, such sums may be employed in
the business of the Company or invested, and need not be kept separate
from other assets of the Company. The Directors may also, without
placing the same to reserve, carry forward any profit which they
decide not to distribute.

17.2 Subject to any direction from the Company in general meeting, the
Directors may on behalf of the Company exercise all the powers and
options conferred on the Company by the Law in regard to the Company's
share premium account.


18. METHOD OF PAYMENT
18.1 Any dividend, interest, or other monies payable in cash in respect of
the shares may be paid by cheque or draft sent through the post
directed to the Member at such Member's address in the Register of
Members, or to such person and to such address as the holder may in
writing direct.

18.2 In the case of joint holders of shares, any dividend, interest or
other monies payable in cash in respect of shares may be paid by
cheque or draft sent through the post directed to the address of the
holder first named in the Register of Members, or to such person and
to such address as the joint holders may in writing direct. If two or
more persons are registered as joint holders of any shares any one can
give an effectual receipt for any dividend paid in respect of such
shares.

18.3 The Board may deduct from the dividends or distributions payable to
any Member all monies due from such Member to the Company on account
of calls or otherwise.


19. CAPITALISATION
19.1 The Board may resolve to capitalise any sum for the time being
standing to the credit of any of the Company's share premium or other
reserve accounts or to the credit of the profit and loss


account or otherwise available for distribution by applying such sum
in paying up unissued shares to be allotted as fully paid bonus shares
pro rata to the Members.

19.2 The Board may resolve to capitalise any sum for the time being
standing to the credit of a reserve account or sums otherwise
available for dividend or distribution by applying such amounts in
paying up in full partly paid or nil paid shares of those Members who
would have been entitled to such sums if they were distributed by way
of dividend or distribution.


MEETINGS OF MEMBERS

20. ANNUAL GENERAL MEETINGS
The Company may in each year hold a general meeting as its annual general
meeting. The annual general meeting of the Company may be held at such time
and place as the Chairman or any two Directors or any Director and the
Secretary or the Board shall appoint.


21. EXTRAORDINARY GENERAL MEETINGS
21.1 General meetings other than annual general meetings shall be called
extraordinary general meetings.

21.2 The Chairman or any two Directors or any Director and the Secretary or
the Board may convene an extraordinary general meeting of the Company
whenever in their judgment such a meeting is necessary.


22. REQUISITIONED GENERAL MEETINGS
22.1 The Board shall, on the requisition of Members holding at the date of
the deposit of the requisition not less than one-tenth of such of the
paid-up share capital of the Company as at the date of the deposit
carries the right to vote at general meetings of the Company,
forthwith proceed to convene an extraordinary general meeting of the
Company. To be effective the requisition shall state the objects of
the meeting, shall be in writing, signed by the requisitionists, and
shall be deposited at the Registered Office. The requisition may
consist of several documents in like form each signed by one or more
requisitionists.

22.2 If the Directors do not within twenty-one days from the date of the
requisition duly proceed to call an extraordinary general meeting, the
requisitionists, or any of them representing more than one half of the
total voting rights of all of them, may themselves convene an
extraordinary general meeting; but any meeting so called shall not be
held more than ninety days after the requisition. An extraordinary
general meeting called by requisitionists shall be called in the same
manner, as nearly as possible, as that in which general meetings are
to be called by the Directors.


23. NOTICE
23.1 At least five days' notice of an annual general meeting shall be given
to each Member entitled to attend and vote thereat, stating the date,
place and time at which the meeting is to be held and if different,
the record date for determining Members entitled to attend and vote at
the general meeting, and, as far as practicable, the other business to
be conducted at the meeting.

23.2 At least five days' notice of an extraordinary general meeting shall
be given to each Member entitled to attend and vote thereat, stating
the date, place and time at which the meeting is to be held and the
general nature of the business to be considered at the meeting.


23.3 The Board may fix any date as the record date for determining the
Members entitled to receive notice of and to vote at any general
meeting of the Company but, unless so fixed, as regards the
entitlement to receive notice of a meeting or notice of any other
matter, the record date shall be the date of despatch of the notice
and, as regards the entitlement to vote at a meeting, and any
adjournment thereof, the record date shall be the date of the original
meeting.

23.4 A general meeting of the Company shall, notwithstanding that it is
called on shorter notice than that specified in these Articles, be
deemed to have been properly called if it is so agreed by (i) all the
Members entitled to attend and vote thereat in the case of an annual
general meeting; and (ii) in the case of an extraordinary general
meeting, by seventy-five percent of the Members entitled to attend and
vote thereat.

23.5 The accidental omission to give notice of a general meeting to, or the
non-receipt of a notice of a general meeting by, any person entitled
to receive notice shall not invalidate the proceedings at that
meeting.


24. GIVING NOTICE
24.1 A notice may be given by the Company to any Member either by
delivering it to such Member in person or by sending it to such
Member's address in the Register of Members or to such other address
given for the purpose. For the purposes of this Article, a notice may
be sent by letter mail, courier service, cable, telex, telecopier,
facsimile, electronic mail or other mode of representing words in a
legible form.

24.2 Any notice required to be given to a Member shall, with respect to any
shares held jointly by two or more persons, be given to whichever of
such persons is named first in the Register of Members and notice so
given shall be sufficient notice to all the holders of such shares.

24.3 Any notice shall be deemed to have been served at the time when the
same would be delivered in the ordinary course of transmission and, in
proving such service, it shall be sufficient to prove that the notice
was properly addressed and prepaid, if posted, and the time when it
was posted, delivered to the courier or to the cable company or
transmitted by telex, facsimile, electronic mail, or such other method
as the case may be.


25. POSTPONEMENT OF GENERAL MEETING
The Board may postpone any general meeting called in accordance with the
provisions of these Articles provided that notice of postponement is given
to each Member before the time for such meeting. Fresh notice of the date,
time and place for the postponed meeting shall be given to each member in
accordance with the provisions of these Articles.


26. PARTICIPATING IN MEETINGS BY TELEPHONE
Members may participate in any general meeting by means of such telephone,
electronic or other communication facilities as permit all persons
participating in the meeting to communicate with each other simultaneously
and instantaneously, and participation in such a meeting shall constitute
presence in person at such meeting.


27. QUORUM AT GENERAL MEETINGS
27.1 Subject to receipt of all approvals required under the Memorandum, at
any general meeting of the Company two or more persons present in
person and representing in person or by proxy in excess of 50% of the
total issued voting shares of each class in the Company throughout the


meeting shall form a quorum for the transaction of business, provided
that if the Company shall at any time have only one Member, one Member
present in person or by proxy shall form a quorum for the transaction
of business at any general meeting of the Company held during such
time.

27.2 If within half an hour from the time appointed for the meeting a
quorum is not present, the meeting shall stand adjourned to the same
day one week later, at the same time and place or to such other day,
time or place as the Board may determine.


28. CHAIRMAN TO PRESIDE
Unless otherwise agreed by a majority of those attending and entitled to
vote thereat, the Chairman, if there be one, shall act as chairman at all
meetings of the Members at which such person is present. In his absence a
chairman shall be appointed or elected by those present at the meeting and
entitled to vote.


29. VOTING ON RESOLUTIONS
29.1 Subject to the provisions of the Law and these Articles, any question
proposed for the consideration of the Members at any general meeting
shall be decided by the affirmative votes of a majority of the votes
cast in accordance with the provisions of these Articles and in the
case of an equality of votes the resolution shall fail.

29.2 No Member shall be entitled to vote at a general meeting unless such
Member has paid all the calls on all shares held by such Member.

29.3 At any general meeting a resolution put to the vote of the meeting
shall, in the first instance, be voted upon by a show of hands and,
subject to any rights or restrictions for the time being lawfully
attached to any class of shares and subject to the provisions of these
Articles, every Member present in person and every person holding a
valid proxy at such meeting shall be entitled to one vote and shall
cast such vote by raising his hand.

29.4 At any general meeting if an amendment shall be proposed to any
resolution under consideration and the chairman of the meeting shall
rule on whether the proposed amendment is out of order, the
proceedings on the substantive resolution shall not be invalidated by
any error in such ruling.

29.5 At any general meeting a declaration by the chairman of the meeting
that a question proposed for consideration has, on a show of hands,
been carried, or carried unanimously, or by a particular majority, or
lost, and an entry to that effect in a book containing the minutes of
the proceedings of the Company shall, subject to the provisions of
these Articles, be conclusive evidence of that fact.


30. POWER TO DEMAND A VOTE ON A POLL
30.1 Notwithstanding the foregoing, a poll may be demanded by the Chairman
or at least one Member.

30.2 Where a poll is demanded, subject to any rights or restrictions for
the time being lawfully attached to any class of shares, every person
present at such meeting shall have one vote for each share of which
such person is the holder or for which such person holds a proxy and
such vote shall be counted by ballot as described herein, or in the
case of a general meeting at which one or more Members are present by
telephone, in such manner as the chairman of the meeting may direct
and the result of such poll shall be deemed to be the resolution of
the meeting at which the poll was demanded and shall replace any
previous resolution upon the same matter which has

been the subject of a show of hands. A person entitled to more than
one vote need not use all his votes or cast all the votes he uses in
the same way.

30.3 A poll demanded for the purpose of electing a chairman of the meeting
or on a question of adjournment shall be taken forthwith and a poll
demanded on any other question shall be taken in such manner and at
such time and place at such meeting as the chairman of the meeting may
direct and any business other than that upon which a poll has been
demanded may be proceeded with pending the taking of the poll.

30.4 Where a vote is taken by poll, each person present and entitled to
vote shall be furnished with a ballot paper on which such person shall
record his vote in such manner as shall be determined at the meeting
having regard to the nature of the question on which the vote is
taken, and each ballot paper shall be signed or initialed or otherwise
marked so as to identify the voter and the registered holder in the
case of a proxy. At the conclusion of the poll, the ballot papers
shall be examined and counted by a committee of not less than two
Members or proxy holders appointed by the chairman for the purpose and
the result of the poll shall be declared by the chairman.


31. VOTING BY JOINT HOLDERS OF SHARES
In the case of joint holders, the vote of the senior who tenders a vote
(whether in person or by proxy) shall be accepted to the exclusion of the
votes of the other joint holders, and for this purpose seniority shall be
determined by the order in which the names stand in the Register of
Members.


32. INSTRUMENT OF PROXY
32.1 An instrument appointing a proxy shall be in writing or transmitted by
electronic mail in substantially the following form or such other form
as the chairman of the meeting shall accept:

Proxy
- (the "Company")

I/We, [insert names here], being a Member of the Company with [number]
shares, HEREBY APPOINT [name] of [address] or failing him, [name] of
[address] to be my/our proxy to vote for me/us at the meeting of the
Members held on the [ ] day of [ ], 200[ ] and at any adjournment
thereof. (Any restrictions on voting to be inserted here.)

Signed this [ ] day of [ ], 200[ ]


----------------------------------
Member(s)

32.2 The instrument of proxy shall be signed or, in the case of a
transmission by electronic mail, electronically signed in a manner
acceptable to the chairman, by the appointor or by the appointor's
attorney duly authorised in writing, or if the appointor is a
corporation, either under its seal or signed or, in the case of a
transmission by electronic mail, electronically signed in a manner
acceptable to the chairman, by a duly authorised officer or attorney.

32.3 A member who is the holder of two or more shares may appoint more than
one proxy to represent him and vote on his behalf.

32.4 The decision of the chairman of any general meeting as to the validity
of any appointment of a proxy shall be final.


33. REPRESENTATION OF CORPORATE MEMBER
33.1 A corporation which is a Member may, by written instrument, authorise
such person or persons as it thinks fit to act as its representative
at any meeting of the Members and any person so authorised shall be
entitled to exercise the same powers on behalf of the corporation
which such person represents as that corporation could exercise if it
were an individual Member, and that Member shall be deemed to be
present in person at any such meeting attended by its authorised
representative or representatives.

33.2 Notwithstanding the foregoing, the chairman of the meeting may accept
such assurances as he thinks fit as to the right of any person to
attend and vote at general meetings on behalf of a corporation which
is a Member.


34. ADJOURNMENT OF GENERAL MEETING
The chairman of a general meeting may, with the consent of a majority in
number of those present at any general meeting at which a quorum is
present, and shall if so directed, adjourn the meeting. Unless the meeting
is adjourned for more than 60 days fresh notice of the date, time and place
for the resumption of the adjourned meeting shall be given to each Member
entitled to attend and vote thereat, in accordance with the provisions of
these Articles.


35. WRITTEN RESOLUTIONS
35.1 Anything which may be done by resolution of the Company in general
meeting or by resolution of a meeting of any class of the Members may,
without a meeting and without any previous notice being required, be
done by resolution in writing signed by, or in the case of a Member
that is a corporation whether or not a company within the meaning of
the Law, on behalf of, all the Members who at the date of the
resolution would be entitled to attend the meeting and vote on the
resolution.

35.2 A resolution in writing may be signed by, or in the case of a Member
that is a corporation whether or not a company within the meaning of
the Law, on behalf of, all the Members, or all the Members of the
relevant class thereof, in as many counterparts as may be necessary.

35.3 A resolution in writing made in accordance with this Article is as
valid as if it had been passed by the Company in general meeting or by
a meeting of the relevant class of Members, as the case may be, and
any reference in any Article to a meeting at which a resolution is
passed or to Members voting in favour of a resolution shall be
construed accordingly.

35.4 A resolution in writing made in accordance with this Article shall
constitute minutes for the purposes of the Law.

35.5 For the purposes of this Article, the date of the resolution is the
date when the resolution is signed by, or in the case of a Member that
is a corporation whether or not a company within the meaning of the
Law, on behalf of, the last Member to sign and any reference in any
Article to the date of passing of a resolution is, in relation to a
resolution made in accordance with this Article, a reference to such
date.


36. DIRECTORS ATTENDANCE AT GENERAL MEETINGS
The Directors of the Company shall be entitled to receive notice of, attend
and be heard at any general meeting.


DIRECTORS AND OFFICERS

37. ELECTION OF DIRECTORS
37.1 The Board shall be elected or appointed in writing in the first place
by the subscribers to the Memorandum of Association or by a majority
of them. There shall be no shareholding qualification for Directors
unless prescribed by special resolution.

37.2 The Company shall be managed by a Board of Directors consisting of not
more than seven (7) members, which number shall not be changed except
pursuant to an amendment to these Articles, subject to receipt of all
approvals required under the Memorandum or these Articles. As long as
any Preferred Shares are outstanding, (i) the holders of outstanding
Preferred Shares, voting together as a separate class and on an as
converted to Common Shares basis, shall be exclusively entitled to
vote on a resolution of members for the appointment of two (2)
directors (the "Series A Directors") to serve on the Board of
Directors of the Company, (ii) the holders of the Preferred Shares and
the Common Shares, voting together as a single class and on an
as-converted to Common Shares basis, shall be exclusively entitled to
vote on a resolution of members for the appointment of two (2)
directors (the "Independent Directors") to serve on the Board of
Directors of the Company, and (iii) the holders of the Common Shares,
voting together as a separate class (and not with the Preferred
Shares), shall be exclusively entitled to vote on a resolution of
members for the appointment of three (3) directors (the "Common
Directors") to serve on the Board of Directors of the Company. When no
Preferred Shares are outstanding, all directors shall instead be
elected by the holders of Common Shares.

37.3 The Directors may at any time appoint any person to be a Director
either to fill a vacancy (other than vacancies in the seats of the
Series A Directors, Independent Directors or Common Directors, which
may only be filled pursuant to Article 37.2) or as an addition to the
existing Directors. A vacancy occurs through the death, resignation or
removal of a Director but a vacancy or vacancies shall not be deemed
to exist where one or more Directors shall resign after having
appointed his or their successor or successors.


38. NUMBER OF DIRECTORS
The Board shall consist of not less than one Director and subject to
receipt of all approvals required under the Memorandum, not more than seven
Directors.


39. TERM OF OFFICE OF DIRECTORS
An appointment of a Director may be on terms that the Director shall
automatically retire from office (unless he has sooner vacated office) at
the next or a subsequent annual general meeting or upon any specified event
or after any specified period; but no such term shall be implied in the
absence of express provision.


40. ALTERNATE DIRECTORS
40.1 A Director may at any time appoint any person (including another
Director) to be his Alternate Director and may at any time terminate
such appointment. An appointment and a termination of appointment
shall be by notice in writing signed by the Director and deposited at
the Registered Office or delivered at a meeting of the Directors.

40.2 The appointment of an Alternate Director shall determine on the
happening of any event which, if he were a Director, would cause him
to vacate such office or if his appointor ceases for any reason to be
a Director.


40.3 An Alternate Director shall be entitled to receive notices of meetings
of the Directors and shall be entitled to attend and vote as a
Director at any such meeting at which his appointor is not personally
present and generally at such meeting to perform all the functions of
his appointor as a Director; and for the purposes of the proceedings
at such meeting these Articles shall apply as if he (instead of his
appointor) were a Director, save that he may not himself appoint an
Alternate Director or a proxy.

40.4 If an Alternate Director is himself a Director or attends a meeting of
the Directors as the Alternate Director of more than one Director, his
voting rights shall be cumulative.

40.5 Unless the Directors determine otherwise, an Alternate Director may
also represent his appointor at meetings of any committee of the
Directors on which his appointor serves; and the provisions of this
Article shall apply equally to such committee meetings as to meetings
of the Directors.

40.6 If so authorised by an express provision in his notice of appointment,
an Alternate Director may join in a written resolution of the
Directors adopted pursuant to these Articles and his signature of such
resolution shall be as effective as the signature of his appointor.

40.7 Save as provided in these Articles an Alternate Director shall not, as
such, have any power to act as a Director or to represent his
appointor and shall not be deemed to be a Director for the purposes of
these Articles.

40.8 A Director who is not present at a meeting of the Directors, and whose
Alternate Director (if any) is not present at the meeting, may be
represented at the meeting by a proxy duly appointed, in which event
the presence and vote of the proxy shall be deemed to be that of the
Director. All the provisions of these Articles regulating the
appointment of proxies by Members shall apply equally to the
appointment of proxies by Directors.


41. REMOVAL OF DIRECTORS
The Series A Directors, Independent Directors, and Common Directors may be
removed from office without cause only by resolution passed by a majority
of the votes cast at a duly convened class meeting of the holders entitled
to appoint such directors pursuant to Article 37.2 or by resolution in
writing in one or more counterparts signed by the holders of a majority of
the shares of the class or classes entitled to appoint such directors
pursuant to Article 37.2. Each director may also be removed with cause by a
resolution of directors or by resolution of members. Any removal of a
Series A Director, Independent Director or Common Director will not affect
the right of the applicable members to fill the vacancy resulting from such
removal pursuant to Article 37.2.


42. VACANCY IN THE OFFICE OF DIRECTOR
The office of Director shall be vacated if the Director:

(a) is removed from office pursuant to these Articles;

(b) dies or becomes bankrupt, or makes any arrangement or composition
with his creditors generally;


(c) is or becomes of unsound mind or an order for his detention is
made under the Mental Health Law of the Cayman Islands or any
analogous law of a jurisdiction outside the Cayman Islands, or
dies; or

(d) resigns his office by notice in writing to the Company.


43. REMUNERATION OF DIRECTORS
The remuneration (if any) of the Directors shall, subject to any direction
that may be given by the Company in general meeting, be determined by the
Directors as they may from time to time determine and shall be deemed to
accrue from day to day. The Directors may also be paid all travel, hotel
and other expenses properly incurred by them in attending and returning
from the meetings of the Board, any committee appointed by the Board,
general meetings of the Company, or in connection with the business of the
Company or their duties as Directors generally.


44. DEFECT IN APPOINTMENT OF DIRECTOR
All acts done in good faith by the Board or by a committee of the Board or
by any person acting as a Director shall, notwithstanding that it be
afterwards discovered that there was some defect in the appointment of any
Director or person acting as aforesaid, or that they or any of them were
disqualified, be as valid as if every such person had been duly appointed
and was qualified to be a Director.


45. DIRECTORS TO MANAGE BUSINESS
Subject to receipt of all approvals required under the Memorandum, the
business of the Company shall be managed and conducted by the Board. In
managing the business of the Company, the Board may exercise all such
powers of the Company as are not, by the Law or by the Memorandum or by
these Articles, required to be exercised by the Company in general meeting
subject, nevertheless, to the Memorandum and these Articles, the provisions
of the Law and to such directions as may be prescribed by the Company in
general meeting.


46. POWERS OF THE BOARD OF DIRECTORS
Without limiting the generality of Article 45 but subject to receipt of all
approvals required under the Memorandum, the Board may:

(a) appoint, suspend, or remove any manager, secretary, clerk, agent
or employee of the Company and may fix their remuneration and
determine their duties;

(b) exercise all the powers of the Company to borrow money and to
mortgage or charge its undertaking, property and uncalled
capital, or any part thereof, and may issue debentures, debenture
stock and other securities whether outright or as security for
any debt, liability or obligation of the Company or any third
party;

(c) appoint one or more Directors to the office of managing director
or chief executive officer of the Company, who shall, subject to
the control of the Board, supervise and administer all of the
general business and affairs of the Company;

(d) appoint a person to act as manager of the Company's day-to-day
business and may entrust to and confer upon such manager such
powers and duties as it deems appropriate for the transaction or
conduct of such business;

(e) by power of attorney, appoint any company, firm, person or body
of persons, whether nominated directly or indirectly by the
Board, to be an attorney of the Company for such


purposes and with such powers, authorities and discretions (not
exceeding those vested in or exercisable by the Board) and for
such period and subject to such conditions as it may think fit
and any such power of attorney may contain such provisions for
the protection and convenience of persons dealing with any such
attorney as the Board may think fit and may also authorise any
such attorney to sub-delegate all or any of the powers,
authorities and discretions so vested in the attorney. Such
attorney may, if so authorised under the seal of the Company,
execute any deed or instrument under such attorney's person seal
with the same effect as the affixation of the seal of the
Company;

(f) procure that the Company pays all expenses incurred in promoting
and incorporating the Company;

(g) delegate any of its powers (including the power to sub-delegate)
to a committee of one or more persons appointed by the Board and
every such committee shall conform to such directions as the
Board shall impose on them. Subject to any directions or
regulations made by the Directors for this purpose, the meetings
and proceedings of any such committee shall be governed by the
provisions of these Articles regulating the meetings and
proceedings of the Board, including provisions for written
resolutions;

(h) delegate any of its powers (including the power to sub-delegate)
to any person on such terms and in such manner as the Board sees
fit;

(i) present any petition and make any application in connection with
the liquidation or reorganisation of the Company;

(j) in connection with the issue of any share, pay such commission
and brokerage as may be permitted by law; and

(k) authorise any company, firm, person or body of persons to act on
behalf of the Company for any specific purpose and in connection
therewith to execute any agreement, document or instrument on
behalf of the Company.


47. REGISTER OF DIRECTORS AND OFFICERS
47.1 The Board shall cause to be kept in one or more books at the
registered office of the Company a Register of Directors and Officers
in accordance with the Law and shall enter therein the following
particulars with respect to each Director and Officer:

(a) first name and surname; and

(b) address.

47.2 The Board shall, within the period of thirty days from the occurrence
of:-

(a) any change among its Directors and Officers; or

(b) any change in the particulars contained in the Register of
Directors and Officers,

cause to be entered on the Register of Directors and Officers the
particulars of such change and the date on which such change occurred,
and shall notify the Registrar of Companies of any such change that
takes place.


48. OFFICERS
The Officers shall consist of a Secretary and such additional Officers as
the Board may determine all of whom shall be deemed to be Officers for the
purposes of these Articles.


49. APPOINTMENT OF OFFICERS
Subject to receipt of all approvals required under the Memorandum, the
Secretary (and additional Officers, if any) shall be appointed by the Board
from time to time.


50. DUTIES OF OFFICERS
The Officers shall have such powers and perform such duties in the
management, business and affairs of the Company as may be delegated to them
by the Board from time to time.


51. REMUNERATION OF OFFICERS
The Officers shall receive such remuneration as the Board may determine
subject to receipt of all approvals required under the Memorandum.


52. CONFLICTS OF INTEREST
52.1 Any Director, or any Director's firm, partner or any company with whom
any Director is associated, may act in any capacity for, be employed
by or render services to the Company and such Director or such
Director's firm, partner or company shall be entitled to remuneration
as if such Director were not a Director. Nothing herein contained
shall authorise a Director or Director's firm, partner or company to
act as Auditor to the Company.

52.2 A Director who is directly or indirectly interested in a contract or
proposed contract or arrangement with the Company shall declare the
nature of such interest as required by law.

52.3 Following a declaration being made pursuant to this Article, and
unless disqualified by the chairman of the relevant Board meeting, a
Director may vote in respect of any contract or proposed contract or
arrangement in which such Director is interested and may be counted in
the quorum for such meeting.


53. INDEMNIFICATION AND EXCULPATION OF DIRECTORS AND OFFICERS
53.1 The Directors, Officers and Auditors of the Company and any trustee
for the time being acting in relation to any of the affairs of the
Company and every former director, officer, auditor or trustee and
their respective heirs, executors, administrators, and personal
representatives (each of which persons being referred to in this
Article as an "indemnified party") shall be indemnified and secured
harmless out of the assets of the Company from and against all
actions, costs, charges, losses, damages and expenses which they or
any of them shall or may incur or sustain by or by reason of any act
done, concurred in or omitted in or about the execution of their duty,
or supposed duty, or in their respective offices or trusts, and no
indemnified party shall be answerable for the acts, receipts, neglects
or defaults of the others of them or for joining in any receipts for
the sake of conformity, or for any bankers or other persons with whom
any moneys or effects belonging to the Company shall or may be lodged
or deposited for safe custody, or for insufficiency or deficiency of
any security upon which any moneys of or belonging to the Company
shall be placed out on or invested, or for any other loss, misfortune
or damage which may happen in the execution of their respective
offices or trusts, or in relation thereto, PROVIDED THAT this
indemnity shall not extend to any matter in respect of any fraud or
dishonesty which may attach to any of the said persons. Each Member
agrees to waive any claim or right of action such Member might have,
whether individually or by or in the right of


the Company, against any Director or Officer on account of any action
taken by such Director or Officer, or the failure of such Director or
Officer to take any action in the performance of his duties with or
for the Company, PROVIDED THAT such waiver shall not extend to any
matter in respect of any fraud or dishonesty with may attach to such
Director or Officer.

53.2 The Company may purchase and maintain insurance for the benefit of any
Director or Officer of the Company against any liability incurred by
him in his capacity as a Director or Officer of the Company or
indemnifying such Director or Officer in respect of any loss arising
or liability attaching to him by virtue of any rule of law in respect
of any negligence, default, breach of duty or breach of trust of which
the Director or Officer may be guilty in relation to the Company or
any subsidiary thereof.


MEETINGS OF THE BOARD OF DIRECTORS

54. BOARD MEETINGS
The Board may meet for the transaction of business, adjourn and otherwise
regulate its meetings as it sees fit. A resolution put to the vote at a
meeting of the Board shall be carried by the affirmative votes of a
majority of the votes cast and in the case of an equality of votes the
resolution shall fail.


55. NOTICE OF BOARD MEETINGS
A Director may, and the Secretary on the requisition of a Director shall,
at any time summon a meeting of the Board. Notice of a meeting of the Board
shall be deemed to be duly given to a Director if it is given to such
Director verbally (in person or by telephone) or otherwise communicated or
sent to such Director by post, cable, telex, telecopier, facsimile,
electronic mail or other mode of representing words in a legible form at
such Director's last known address or any other address given by such
Director to the Company for this purpose.


56. PARTICIPATION IN MEETINGS BY TELEPHONE
Directors may participate in any meeting of the Board by means of such
telephone, electronic or other communication facilities as permit all
persons participating in the meeting to communicate with each other
simultaneously and instantaneously, and participation in such a meeting
shall constitute presence in person at such meeting.


57. QUORUM AT BOARD MEETINGS
Subject to receipt of all approvals required under the Memorandum, the
quorum necessary for the transaction of business at a meeting of the Board
shall be two Directors, provided that if there is only one Director for the
time being in office the quorum shall be one.


58. BOARD TO CONTINUE IN THE EVENT OF VACANCY
The Board may act notwithstanding any vacancy in its number.


59. CHAIRMAN TO PRESIDE
Unless otherwise agreed by a majority of the Directors attending, the
Chairman, if there be one, shall act as chairman at all meetings of the
Board at which such person is present. In his absence a chairman shall be
appointed or elected by the Directors present at the meeting.


60. WRITTEN RESOLUTIONS
60.1 Anything which may be done by resolution of the Directors may, without
a meeting and without any previous notice being required, be done by
resolution in writing signed by, or in the case of a


Director that is a corporation whether or not a company within the
meaning of the Law, on behalf of, all the Directors.

60.2 A resolution in writing may be signed by, or in the case of a Director
that is a corporation whether or not a company within the meaning of
the Law, on behalf of, all the Directors in as many counterparts as
may be necessary.

60.3 A resolution in writing made in accordance with this Article is as
valid as if it had been passed by the Directors in a directors'
meeting, and any reference in any Article to a meeting at which a
resolution is passed or to Directors voting in favour of a resolution
shall be construed accordingly.

60.4 A resolution in writing made in accordance with this Article shall
constitute minutes for the purposes of the Law.

60.5 For the purposes of this Article, the date of the resolution is the
date when the resolution is signed by, or in the case of a Director
that is a corporation whether or not a company within the meaning of
the Law, on behalf of, the last Director to sign (or Alternate
Director to sign if so authorised under Article 40.6), and any
reference in any Article to the date of passing of a resolution is, in
relation to a resolution made in accordance with this Article, a
reference to such date.


61. VALIDITY OF PRIOR ACTS OF THE BOARD
No regulation or alteration to these Articles made by the Company in
general meeting shall invalidate any prior act of the Board which would
have been valid if that regulation or alteration had not been made.


CORPORATE RECORDS

62. MINUTES
The Board shall cause minutes to be duly entered in books provided for the
purpose:

(a) of all elections and appointments of Officers;

(b) of the names of the Directors present at each meeting of the
Board and of any committee appointed by the Board; and

(c) of all resolutions and proceedings of general meetings of the
Members, meetings of the Board, meetings of managers and meetings
of committees appointed by the Board.


63. REGISTER OF MORTGAGES AND CHARGES
63.1 The Directors shall cause to be kept the Register of Mortgages and
Charges required by the Law.

63.2 The Register of Mortgages and Charges shall be open to inspection in
accordance with the Law, at the office of the Company on every
business day in the Cayman Islands, subject to such reasonable
restrictions as the Board may impose, so that not less than two hours
in each such business day be allowed for inspection.


64. FORM AND USE OF SEAL
64.1 The Seal shall only be used by the authority of the Directors or of a
committee of the Directors authorised by the Directors in that behalf;
and, until otherwise determined by the Directors, the Seal shall be
affixed in the presence of a Director or the Secretary or an assistant
secretary or some other person authorised for this purpose by the
Directors or the committee of Directors.

64.2 Notwithstanding the foregoing, the Seal may without further authority
be affixed by way of authentication to any document required to be
filed with the Registrar of Companies in the Cayman Islands, and may
be so affixed by any Director, Secretary or assistant secretary of the
Company or any other person or institution having authority to file
the document as aforesaid.

64.3 The Company may have one or more duplicate Seals, as permitted by the
Law; and, if the Directors think fit, a duplicate Seal may bear on its
face of the name of the country, territory, district or place where it
is to be issued.


ACCOUNTS

65. BOOKS OF ACCOUNT
65.1 The Board shall cause to be kept proper records of account with
respect to all transactions of the Company and in particular with
respect to:-

(a) all sums of money received and expended by the Company and the
matters in respect of which the receipt and expenditure relates;

(b) all sales and purchases of goods by the Company; and

(c) all assets and liabilities of the Company.

65.2 Such records of account shall be kept and proper books of account
shall not be deemed to be kept with respect to the matters aforesaid
if there are not kept, at such place as the Board thinks fit, such
books as are necessary to give a true and fair view of the state of
the Company's affairs and to explain its transactions.

65.3 No Member (not being a Director) shall have any right of inspecting
any account or book or document of the Company.


66. FINANCIAL YEAR END
The financial year end of the Company shall be 31st December in each year
but, subject to any direction of the Company in general meeting, the Board
may from time to time prescribe some other period to be the financial year,
provided that the Board may not without the sanction of an ordinary
resolution prescribe or allow any financial year longer than eighteen
months.


AUDITS

67. AUDIT
Nothing in these Articles shall be construed as making it obligatory to
appoint Auditors.


68. APPOINTMENT OF AUDITORS
68.1 Subject to receipt of all approvals required under the Memorandum, the
Company may in general meeting appoint Auditors to hold office for
such period as the Members may determine.


68.2 Whenever there are no Auditors appointed as aforesaid the Directors
may appoint Auditors to hold office for such period as the Directors
may determine or earlier removal from office by the Company in general
meeting.

68.3 The Auditor may be a Member but no Director, Officer or employee of
the Company shall, during his continuance in office, be eligible to
act as an Auditor of the Company.


69. REMUNERATION OF AUDITORS
Unless fixed by the Company in general meeting the remuneration of the
Auditor shall be as determined by the Directors.


70. DUTIES OF AUDITOR
The Auditor shall make a report to the Members on the accounts examined by
him and on every set of financial statements laid before the Company in
general meeting, or circulated to Members, pursuant to this Article during
the Auditor's tenure of office.


71. ACCESS TO RECORDS
71.1 The Auditor shall at all reasonable times have access to the Company's
books, accounts and vouchers and shall be entitled to require from the
Company's Directors and Officers such information and explanations as
the Auditor thinks necessary for the performance of the Auditor's
duties and, if the Auditor fails to obtain all the information and
explanations which, to the best of his knowledge and belief, are
necessary for the purposes of their audit, he shall state that fact in
his report to the Members.

71.2 The Auditor shall be entitled to attend any general meeting at which
any financial statements which have been examined or reported on by
him are to be laid before the Company and to make any statement or
explanation he may desire with respect to the financial statements.


72. FINANCIAL STATEMENTS
72.1 Subject to any waiver by the Company in general meeting of the
requirements of this Article, the Directors shall lay before the
Company in general meeting, or circulate to Members, financial
statements in respect of each financial year of the Company,
consisting of:

(a) a profit and loss account giving a true and fair view of the
profit or loss of the Company for the financial year; and

(b) a balance sheet giving a true and fair view of the state of
affairs of the Company at the end of the financial year.

together with a report of the Board reviewing the business of the
Company during the financial year.

72.2 The financial statements provided for by these Articles shall be
audited by the Auditor in accordance with generally accepted auditing
standards. The Auditor shall make a written report thereon in
accordance with generally accepted auditing standards and the report
of the Auditor shall be submitted to the Members in general meeting.


73. DISTRIBUTION OF AUDITOR'S REPORT
The Auditor's report, if any, shall be laid before the Company in general
meeting, or circulated to Members, no more than 180 days after the end of
the financial year.


74. DISTRIBUTION OF FINANCIAL STATEMENTS AND DIRECTORS' REPORT
The financial statements and Directors' report shall be laid before the
Company in general meeting, or circulated to Members, no more than 180 days
after the end of the financial year.


VOLUNTARY WINDING-UP AND DISSOLUTION

75. WINDING-UP
75.1 Subject to receipt of all approvals required under the Memorandum, the
Company may be voluntarily wound-up by a special resolution of the
Members.

75.2 If the Company shall be wound up the liquidator may, with the sanction
of a special resolution, divide amongst the Members in specie or in
kind the whole or any part of the assets of the Company (whether they
shall consist of property of the same kind or not) and may, for such
purpose, set such value as he deems fair upon any property to be
divided as aforesaid and may determine how such division shall be
carried out as between the Members or different classes of Members.
The liquidator may, with the like sanction, vest the whole or any part
of such assets in the trustees upon such trusts for the benefit of the
Members as the liquidator shall think fit, but so that no Member shall
be compelled to accept any shares or other securities or assets
whereon there is any liability.


CHANGES TO CONSTITUTION

76. CHANGES TO ARTICLES
Subject to the Law and to the conditions contained in its memorandum, the
Company may, by special resolution, alter or add to its Articles.


77. CHANGES TO THE MEMORANDUM OF ASSOCIATION
Subject to the Law and the Memorandum, the Company may from time to time by
special resolution alter its Memorandum of Association with respect to any
objects, powers or other matters specified therein.


78. DISCONTINUANCE
The Board may exercise all the powers of the Company to transfer by way of
continuation the Company to a named country or jurisdiction outside the
Cayman Islands pursuant to the Law.