{"id":42414,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/joint-venture-agreement-softbank-corp-and-utstarcom-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"joint-venture-agreement-softbank-corp-and-utstarcom-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/joint-venture-agreement-softbank-corp-and-utstarcom-inc.html","title":{"rendered":"Joint Venture Agreement &#8211; Softbank Corp. and UTStarcom Inc."},"content":{"rendered":"<pre>                             JOINT VENTURE AGREEMENT\n\n                                 by and between\n\n                                 SOFTBANK CORP.\n\n                                       and\n\n                                UT STARCOM, INC.\n\n                                  May 29, 2000\n\n\n\n                             JOINT VENTURE AGREEMENT\n\n      This JOINT VENTURE AGREEMENT (\"Agreement\") is made as o f May 29, 2000, by\nand between UT Starcom, Inc., a Delaware corporation (\"UT Starcom\"), and\nSOFTBANK Corp., a Japanese corporation (\"SOFTBANK\"). UT Starcom and SOFTBANK are\nhereinafter also referred to collectively as the \"Parties\" and individually as a\n\"Party.\"\n\n                                    RECITALS\n\n      A. SOFTBANK is a leading provider of information and distribution services\nin Japan and worldwide as infrastructure for the digital information industry.\n\n      B. UT Starcom is a leading provider of voice and data access equipment for\nwired and wireless telephone services in the Peoples Republic of China including\nHong Kong and Macao (\"TRC\").\n\n      C. The Parties desire to form a joint venture to pursue the Business, as\nhereafter defined.\n\n        NOW THEREFORE, for valuable consideration, the receipt and adequacy of\nwhich are hereby acknowledged, the Parties hereby agree as follows:\n\n                                    AGREEMENT\n      1. Definitions\n\n            1.1 \"Affiliate\" means any Person, other than the Company, that: (a)\nis controlled by, controls, or is under common control with a Party\n(collectively, a \"Controlled Person\"); or (b) is controlled by, controls, or is\nunder common control with any such Controlled Person, in each case for so long\nas such control continues.\n\n            1.2 \"Annual Plan\" means a business operations plan detailing the\nCompany's goals and procedures for technical, financial, and administrative\nactivities for the Company's next succeeding fiscal year, as approved each year\nand revised from time to time by the Board.\n\n            1.3 \"Applicable Law\" means, as to any Person, any statute, law,\nrule, regulation, directive, treaty, judgment, order, decree or injunction of\nany Governmental Authority that is applicable to or binding upon such Person or\nany of its properties.\n\n            1.4 \"Articles\" means the articles of association of the Company\nsubstantially in the form of attached Exhibit 1.4, as amended from time to time.\n\n            1.5 \"Board\" means the board of directors of the Company.\n\n            1.6 \"Business\" means the business of the Company as described in\nSection 2, as amended from time to time.\n\n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT\nTO THE OMITTED PORTIONS.\n\n\n\n            1.7 \"Business Day\" means a day on which commercial banks in Tokyo,\nJapan are generally open to conduct their regular banking business.\n\n            1.8 \"Closing Date\" is defined in Section 3.2(a).\n\n            1.9 \"Companies Act\" means the Companies Act, Chapter 50 of\nSingapore, as amended and in effect from time to time.\n\n            1.10 \"Company\" is defined in Section 3.1.\n\n            1.11 \"Company Interest\" means, as to any Person, the percentage\ninterest of the total capital stock of the Company represented by the Securities\nthen held by such Person divided by all then outstanding Securities (on an\nas-converted to Ordinary Shares basis and, to the extent warrants or options to\npurchase stock have vested, as exercised for Ordinary Shares basis).\n\n            1.12 \"Confidential Information\" is defined in Section 5. 1 (a).\n\n            1.13 \"Director\" means a director of the Company with the powers and\nduties as specified in the Companies Act and the Articles.\n\n            1.14 \"Disclosing Party\" is defined in Section 5.1 (a).\n\n            1.15 \"Effective Date\" means the date of this Agreement.\n\n            1.16 \"Establishment Date\" is defined in Section 3.1.\n\n            1.17 \"Governmental Authority\" means any domestic or foreign\ngovernment, governmental authority, court, tribunal, agency or other regulatory,\nadministrative or judicial agency, commission or organization, and any\nsubdivision, branch or department of any of the foregoing.\n\n            1.18 \"Management Agreement\" is defined in Section 4.7.\n\n            1.19 \"Memorandum\" means the memorandum of association of the \nCompany substantially in the form of the attached Exhibit 1.19, as amended from \ntime to time.\n\n            1.20 \"Ordinary Shares\" means Ordinary shares of the Company as\nauthorized by the Memorandum.\n\n            1.21 \"Party\" and \"Parties\" are defined in the opening paragraph of\nthis Agreement.\n\n            1.22 \"Person\" means a natural individual, Governmental Authority,\npartnership, firm, corporation, or other business association.\n\n            1.23 \"Receiving Party\" is defined in Section 5.1(a).\n\n            1.24 \"Securities\" means all outstanding Ordinary Shares, and any\nother equity securities of the Company or instruments exercisable for or\nconvertible into Ordinary Shares.\n\n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT\nTO THE OMITTED PORTIONS.\n\n\n                                      -2-\n\n\n\n            1.25 \"Territory\" means the [* * *].\n\n            1.26 \"Term\" is defined in Section 7.1.\n\n            1.27 \"Transaction Documents\" means this Agreement, the Articles and\nthe Memorandum and the Management Agreement.\n\n      2. Purpose of Joint Venture\n\n            The Parties hereby associate themselves in a joint venture\nrelationship which shall have as its principal purpose: (1) identifying,\ninvestigating and investing in companies involved in Internet or E-commerce\nbased activities in the Territory; (2) developing, marketing and providing an\nInternet incubator for early stage companies involved in Internet or E-commerce\nbased activities focused on regions in the Territory; and (3) activities\nincidental thereto.\n\n      3. Establishment and Capitalization of the Company \n\n           3.1  Establishment. The Parties agree that the joint venture\ncontemplated by this Agreement shall be carried out exclusively through a\nnewly-formed Singapore corporation (the \"Company\"). The Company's corporate name\nshall be \"SB China Holdings Pte., Ltd.\" The Parties shall use commercially\nreasonable efforts to cause the Establishment Date to occur on or before [* *\n*]. For the purposes of this Agreement, \"Establishment Date\" means the date on\nwhich the Company is established in accordance with the Companies Act.\n\n           3.2   Capitalization.\n\n                 (a)   Initial Capitalization. The Company shall, as of the\nEstablishment Date, have authorized capital stock consisting of one class of\nshares designated as Ordinary Shares with the rights set forth in the Memorandum\nand the Articles. The Memorandum and the Articles shall initially provide for\n100,000 authorized shares of Ordinary Shares with par value of Singapore $1.00\nper share. The Company's initial equity shall be funded as follows: \n\n                       (i) SOFTBANK Initial Subscription. [* * *] following the \nEstablishment Date (the \"Closing Date\"), SOFTBANK shall subscribe for [* * *] \nshares of Ordinary Shares, representing a ninety percent (90%) Company Interest,\nfor an aggregate purchase price of [* * *]. \n\n                      (ii) UT Starcom Initial Subscription. On the Closing Date,\nUT Starcom shall subscribe for [* * *] shares of Ordinary Shares, representing a\nten percent (10%) Company Interest for an aggregate purchase price of [* * *].\n\n                 (b) Certain Deliveries. On or before the Closing Date, and as\na condition to the purchase and sale of the Ordinary Shares: \n\n                       (i) the Establishment Date shall have occurred; and \n\n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT\nTO THE OMITTED PORTIONS.\n\n\n                                      -3-\n\n\n                       (ii) each Party shall have received one original of each \nof the fully executed Transaction Documents (except for the Management \nAgreement). \n\n                 (c) Acknowledgment of Agreement, Delivery of Share \nCertificates. Promptly after the Closing Date, the Parties shall cause the \nCompany (i) to deliver to each Party its written acknowledgment of, and \nagreement to abide by, the terms of this Agreement, and (ii) at the request of \neither SOFTBANK or UT Starcom, to promptly issue and deliver to each of SOFTBANK\nand UT Starcom share certificates representing the shares of Ordinary Shares \npurchased pursuant to this Section 3.2. \n\n                 (d) Additional Investors. The Parties acknowledge that \nincluding additional strategic investors with expertise or strategic positions \nrelevant to the Company's Business may be beneficial to the Company and, \naccordingly, agree that [* * *] may, in its discretion, introduce [* * *] \nadditional parties to acquire Ordinary Shares, in the form of newly issued\nshares, for an aggregate Company Interest of up to [* * *]. The selection of the\nstrategic investors, and the terms and conditions of any such investors'\npurchase of Company shares shall be documented based upon the form of investment\nletter agreement attached as Exhibit 3.2 (d) hereto unless the Parties otherwise\nagree. Each additional investor and its Company Interest will be set forth on\nSchedule 3.2(d), as amended from time to time.\n\n            3.3 Financial Assistance.\n\n                  (a) Each Party shall at all times have the preemptive right to\npurchase Ordinary Shares or other equity interests as set forth in the Articles.\nThe preemptive rights granted pursuant to this Section 3.3(a) shall cease to be\nof any further force or effect upon the closing of an initial public offering of\nSecurities.\n\n                  (b) At the request of the Company, the Parties shall invest\nadditional funds in the Company. Each Party shall make such additional\ninvestment in the Company [* * *]; provided that the Parties shall have no\nobligation to invest such in funds in excess of [* * *] for the Parties in the\naggregate.\n\n                  (c) From time to time, the Parties may mutually agree to \nprovide additional financial assistance to the Company, including in the form of\n[* * *], and, in such event, each Party shall make such financial assistance\navailable to the Company [* * *].\n\n            3.4 Incentive Stock Option Plan. The Parties agree that an \nincentive stock option plan, or other agreed to method, providing for reasonable\nincentive to the employees of the Company and the Management Company (as defined\nbelow) and such employees of UT Starcom and SOFTBANK as are directly involved in\nthe Business would be beneficial to the Company, and agree to cooperate in good\nfaith with a view towards establishing such a plan within [* * *] after the\nClosing Date on terms mutually agreed by the Parties.\n\n      4. Operation and Management of the Company\n\n            4.1 Operation of the Company. Each Party agrees to take all actions\nnecessary to ensure that the Company shall be operated in accordance with the\nterms of this Agreement and the \n\n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT\nTO THE OMITTED PORTIONS.\n\n\n                                      -4-\n\n\nother Transaction Documents, including, without limitation, to vote all\nSecurities held by it (and to cause all Securities held by its permitted\ntransferees under Section 8 to be voted) and to cause the Directors nominated by\nit to vote to effect the terms hereof.\n\n            4.2 Board of Directors. The Company will be managed by the Board in\naccordance with the terms of this Agreement and Applicable Law. The Board shall\ninitially consist of six (6) Directors, [* * *] of whom shall be appointed by\nSOFTBANK and [* * *] of whom shall be appointed by UT Starcom. At all times,\nunless no longer required by the Companies Act, one of the Directors appointed\nby SOFTBANK shall be a resident of Singapore. If UT Starcom's Company Interest\nat any time decreases to [* * *], the Parties shall cause the Board constituency\nto be adjusted within [* * *] of such decrease so that [* * *] Director is\nappointed by UT Starcom. The Chairman of the Board and President of the Company\nshall be appointed by Directors appointed by [* * *]. Initially, Mr. Hong-Liang\nLiu shall serve as Chairman of the Board and Mr. Chauncey Shey shall serve as\nPresident. The Directors appointed by SOFTBANK shall have the authority, [* * *]\nto remove the Chairman of the Board and President and appoint a successor at any\ntime.\n\n            4.3 Removal; Reappointment of Directors. Any Director may be \nremoved for cause in accordance with Applicable Law. In addition, each Party\nhaving the right to appoint a Director pursuant to this Section 4 shall also\nhave the right, in its sole discretion, to remove such Director at any time,\neffective upon delivery of written notice to the Company, the Director to be\nremoved and to the other Party. In the case of a vacancy in the office of a\nDirector for any reason (including removal pursuant to the preceding sentence),\nthe vacancy shall be filled by the Party that appointed the Director in\nquestion.\n\n            4.4 Board Meetings. The Chairman of the Board shall have the\nauthority to convene Board meetings, including the authority to specify the time\nand place of such meetings. Directors may attend Board meetings in person or by\nany other means of attendance permitted under the Companies Act, provided,\nhowever, that (a) the Board shall meet at least [* * *] during each semi-annual\nfiscal period and (b) written notice of all Board meetings shall be given not\nless than [* * *] in advance of each meeting (which [* * *] period may be\nshortened by written waiver of Directors or actual attendance by Directors,\nwithout objection, at a Board meeting). Board meetings shall be conducted in the\nEnglish language and minutes of such meetings shall be prepared by the Company\nin English and distributed to each Director promptly following each meeting.\nProposals or reports brought before any Board meeting for information or action\n(including without limitation the Company's annual and semi-annual financial\nstatements) shall be prepared in English.\n\n            4.5 Board Quorum, Resolutions. The quorum necessary for the\ntransaction of business at a meeting of the Board shall be [* * *] Directors.\nAny action, determination or resolution of the Board shall require the\naffirmative vote of a majority of Directors present at a meeting at which a\nvalid quorum pursuant to this Section 4.5 is present.\n\n            4.6 Other Offices. In addition to the President, senior management\nof the Company will consist of such other officers as are deemed to be necessary\nor appropriate by the Board.\n\n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT\nTO THE OMITTED PORTIONS.\n\n\n                                      -5-\n\n\n            4.7 Management Agreement. [* * *] following the Closing Date, the\nCompany and Softbank China Venture Capital (the \"Management Company\"), will\nnegotiate and execute a management agreement (the \"Management Agreement\")\npursuant to which, the Management Company, on behalf of the Company, will\nsource, evaluate, initiate and monitor investments to be made by the Company.\nThe Management Company will report to the Board on a periodic basis but no less\nthan monthly. The terms and provisions of the Management Agreement will be\nsubject to the approval of [* * *].\n\n            4.8 Shareholders' Meetings. Shareholders of the Company shall\nreceive notice of each shareholders' meeting at least [* * *] before the\nscheduled date of such meeting. The Company shall have at least one\nshareholders' meeting each calendar year. Such meeting will take place at such\ntime and place as is determined by the Board. Meetings shall be conducted in the\nEnglish language, and minutes of such meetings shall be prepared by the Company\nin English.\n\n            4.9 Annual Plan. The President shall prepare, and the Board shall\napprove, an Annual Plan with respect to each fiscal year of the Company no later\nthan [* * *] prior to the commencement of the fiscal year.\n\n            4.10 Financial Statements and Accounting Records. Financial\nstatements for the Company, including, without limitation, a balance sheet,\nincome statement, statement of cash flows and statement of shareholders' equity,\nshall be submitted by the Company to each of the Parties (a) within [* * *]\nafter the end of the [* * *] of each fiscal year for such [* * *] period, and\n(b) within [* * *] after the end of each fiscal year for such year. Each of the\nannual financial statements shall be audited and certified by\nPriceWaterhouseCoopers or another internationally recognized accounting firm\nretained by the Company, selected by [* * *]. All financial statements shall be\nprepared in accordance with generally accepted accounting principles in Japan\nand in reasonable detail, and shall contain such financial data as [* * *] may\ndeem necessary in order to keep the Parties advised of the Company's financial\nstatus (although [* * *] statements need not include footnotes and may be\nsubject to year-end adjustments). The Company shall, at UT Starcom's request,\nprovide UT Starcom with such financial information as UT Starcom may reasonably\ndeem necessary for purposes of complying with its periodic reporting obligations\nunder U.S. securities law and shall cooperate with UT Starcom in connection\ntherewith, including in the preparation of quarterly financial statements if\nrequired by UT Starcom; provided, that [* * *] shall bear any costs incurred in\npreparing or providing such information, including, without limitation, in\npreparing additional financial statements and reconciling the Company's\nfinancial statements with U.S. generally accepted accounting principles for such\npurposes.\n\n      5. Additional Covenants \n\n            5.1 Confidentiality. \n\n                  (a) The Parties recognize that, in connection with the \nperformance of this Agreement, each Party (in such capacity, the \"Disclosing \nParty\") may disclose \"Confidential Information\" (as defined below) to the other \nParty (the \"Receiving Party\"). For purposes of this Agreement, the term \n\"Confidential Information\" means (i) proprietary information (whether owned by \nthe Disclosing Party or a third party to whom the Disclosing Party owes a \nnon-disclosure\n\n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT\nTO THE OMITTED PORTIONS.\n\n\n                                      -6-\n\n\nobligation) regarding the Disclosing Party's business or (ii) information which\nis marked as confidential at the time of disclosure to the Receiving Party, or\nif in oral form, is identified as confidential at the time of oral disclosure\nand reduced in writing or other tangible (including electronic) form including a\nprominent confidentiality notice and delivered to the Receiving Party within [*\n* *] of disclosure \"Confidential Information\" shall not include information\nwhich: (A) was known to the Receiving Party at the time of the disclosure by the\nDisclosing Party; (B) has become publicly known through no wrongful act of the\nReceiving Party; (C) has rightfully been received by the Receiving Party from a\nthird party without breach of this provision; or (D) has been independently\ndeveloped by the Receiving Party without using any Confidential Information of\nthe other Party. The Receiving Party agrees (x) not to use any such Confidential\nInformation for any purpose other than in the performance of its obligations\nunder this Agreement or any Transaction Document and (y) not to disclose any\nsuch Confidential Information, except (1) to its employees (and in the case of\nSOFTBANK, employees of other members of the SOFTBANK Group) who are reasonably\nrequired to have the Confidential Information in connection herewith or with any\nof the other Transaction Documents, (2) to its agents, representatives, lawyers\nand other advisers that have a need to know such Confidential Information and\n(3) pursuant to, and to the extent of, a request or order by a Governmental\nAuthority. The Receiving Party agrees to take all reasonable measures to protect\nthe secrecy and confidentiality of, and avoid disclosure or unauthorized use of,\nthe Disclosing Party's Confidential Information.\n\n                  (b) Each Party acknowledges and agrees that (i) its \nobligations under this Section 5.1 are necessary and reasonable to protect the\nother Party and its business, (ii) any violation of these provisions could cause\nirreparable injury to the other Party for which money damages would be\ninadequate, and (iii) as a result, the other Party shall be entitled to obtain\ninjunctive relief against the threatened breach of the provisions of this\nSection 5.1 without the necessity of proving actual damages. The Parties agree\nthat the remedies set forth in this Section 5.1 are in addition to and in no way\npreclude any other remedies or actions that may be available at law or under\nthis Agreement. \n\n            5.2 Confidentiality of Agreement, Publicity. Each Party agrees \nthat the terms and conditions of this Agreement and the Transaction Documents\nshall be treated as confidential information and that no reference thereto shall\nbe made thereto without the prior written consent of the other Party (which\nconsent shall not be unreasonably withheld) except (a) as required by Applicable\nLaw including, without limitation, by the U.S. Securities and Exchange\nCommission and Japanese Governmental Authorities, (b) to its accountants, banks,\nfinancing sources, lawyers and other professional advisors, provided that such\nparties undertake in writing (or are otherwise bound by rules of professional\nconduct) to keep such information strictly confidential, (c) in connection with\nthe enforcement of this Agreement, (d) in connection with a merger, acquisition\nor proposed merger or acquisition, or (e) pursuant to joint press releases\nprepared in good faith. The Parties will consult with each other, in advance,\nwith regard to the terms of all proposed press releases, public announcements\nand other public statements with respect to the transactions contemplated\nhereby.\n\n            5.3 Additional Investments in the Territory. SOFTBANK will [* * *]\nto coordinate its activities and those of its Affiliates to ensure that\ninvestments in companies involved in Internet or e-commerce based activities\nfocused on regions within the Territory are made by the Company (or any\ninvestment fund through which the Company makes its investments) and not by\nSOFTBANK or its Affiliates (other than the Company or any such investment fund);\nprovided, that \n\n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT\nTO THE OMITTED PORTIONS.\n\n\n                                      -7-\n\n\nSOFTBANK or its Affiliates may, in [* * *] discretion, make such investments\ndirectly, if (i) such investment is or series of related investments are made in\nan amount exceeding [* * *], (ii) such investment is approved by the Board,\n(iii) such investment is in an entity whose principal business is to provide\nfinancial products or services, or (iv) such investment is in a non-Internet\nentity that is or will be in the process of adapting its business model to\naccommodate Internet or e-commerce business.\n\n      6. Warranties of the Parties \n\n            6.1 Warranties of SOFTBANK. SOFTBANK hereby represents and \nwarrants to UT Starcom that, as of the Effective Date and as of the Closing\nDate, the following statements are and shall be true and correct:\n\n                  (a) Organization. SOFTBANK is a corporation duly organized \nand validly existing under the laws of Japan, and has the corporate power and\nauthority to enter into and perform this Agreement.\n\n                  (b) Authorization. All corporate action on the part of \nSOFTBANK necessary for the authorization, execution and delivery of this\nAgreement and for the performance of all of its obligations hereunder and\nthereunder has been taken, and this Agreement when fully executed and delivered,\nshall each constitute a valid, legally binding and enforceable obligation of\nSOFTBANK.\n\n                  (c) Government and Other Consents. Other than any licenses, \npermits, certifications or authorizations which may be required in connection\nwith the Business, as to which SOFTBANK makes no representation, no consent,\nauthorization, license, permit, registration or approval of, or exemption or\nother action by, any Governmental Authority, or any other Person, is required in\nconnection with SOFTBANK's execution, delivery and performance of this\nAgreement, or if any such consent is required, SOFTBANK has satisfied the\napplicable requirements.\n\n                  (d) Effect of Agreement. SOFTBANK's execution, delivery and\nperformance of this Agreement will not (i) violate the Articles of Incorporation\nof SOFTBANK or any provision of Applicable Law, (ii) violate any judgment,\norder, writ, injunction or decree of any court applicable to SOFTBANK, (iii)\nhave any effect on the compliance of SOFTBANK with any applicable licenses,\npermits or authorizations which would materially and adversely affect SOFTBANK,\n(iv) result in the breach of, give rise to a right of termination, cancellation\nor acceleration of any obligation with respect to (presently or with the passage\nof time), or otherwise be in conflict with any term of, or affect the validity\nor enforceability of, any agreement or other commitment to which SOFTBANK is a\nparty and which would materially and adversely effect SOFTBANK, or (v) result in\nthe creation of any lien, pledge, mortgage, claim, charge or encumbrance upon\nany assets of SOFTBANK; provide, however, that regulatory approval may be\nrequired in connection with conducting the Business and SOFTBANK makes no\nrepresentation with respect to any such approvals. \n\n                  (e) Litigation. There are no actions, suits or proceedings \npending or, to SOFTBANK's knowledge, threatened, against SOFTBANK before any\nGovernmental Authority \n\n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT\nTO THE OMITTED PORTIONS.\n\n\n                                      -8-\n\n\nwhich question SOFTBANK's right to enter into or perform this Agreement, or\nwhich question the validity of this Agreement or any of the other Transaction\nDocuments.\n\n            6.2 Warranties of UT Starcom. UT Starcom hereby represents and\nwarrants to SOFTBANK that, as of the Effective Date and as of the Closing Date,\nthe following statements are and shall be true and correct:\n\n                  (a) Organization. UT Starcom is a corporation duly organized\nand validly existing under the laws of Delaware. LTT Starcom has the corporate\npower and authority to enter into and perform this Agreement.\n\n                  (b) Authorization. All corporate action on the part of UT \nStarcom necessary for the authorization, execution and delivery of this\nAgreement and for the performance of all of its obligations hereunder and\nthereunder has been taken, and this Agreement and the License Agreement, when\nfully executed and delivered, shall each constitute a valid, legally binding and\nenforceable obligation of UT Starcom.\n\n                  (c) Government and Other Consents. Other than any licenses, \npermits or authorizations which may be required in connection with the Business,\nas to which UT Starcom makes no representation, no consent, authorization,\nlicense, permit, registration or approval of, or exemption or other action by,\nany Governmental Authority, or any other Person, is required in connection with\nUT Starcom's execution, delivery and performance of this Agreement, or if any\nsuch consent is required, UT Starcom has satisfied any applicable requirements.\n\n                  (d) Effect of Agreement. UT Starcom's execution, delivery \nand performance of this Agreement will not (i) violate the Certificate of\nIncorporation of UT Starcom or any provision of Applicable Law, (ii) violate any\njudgment, order, writ, injunction or decree of any court applicable to UT\nStarcom, (iii) have any effect on the compliance of LTT Starcom with any\napplicable licenses, permits or authorizations which would materially and\nadversely affect LTT Starcom, (iv) result in the breach of, give rise to a right\nof termination, cancellation or acceleration of any obligation with respect to\n(presently or with the passage of time), or otherwise be in conflict with, any\nterm of, or affect the validity or enforceability of any agreement or other\ncommitment to which UT Starcom is a party and which would materially and\nadversely affect UT Starcom, or (v) result in the creation of any lien, pledge,\nmortgage, claim, charge or encumbrance upon any assets of UT Starcom; provide ,\nhowever, that regulatory approvals may be required in connection with conducting\nthe Business and UT Starcom makes no representation with respect to any such\napprovals.\n\n                  (e) Litigation. There are no actions, suits or proceedings \npending or, to UT Starcom's knowledge, threatened, against LTT Starcom before\nany Governmental Authority which question UT Starcom's right to enter into or\nperform this Agreement, or which question the validity of this Agreement or any\nof the other Transaction Documents. \n\n      7. Term and Termination\n\n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT\nTO THE OMITTED PORTIONS.\n\n\n                                      -9-\n\n\n            7.1 Term. This Agreement shall be effective as of the Effective\nDate, and shall continue in effect until terminated pursuant to Section 7.2 (the\n\"Term\").\n\n            7.2 Termination. This Agreement may be terminated as follows: \n\n                  (a) Upon the mutual written agreement of SOFTBANK and UT \nStarcom.\n\n                  (b) By either SOFTBANK or UT Starcom, effective immediately \nupon written notice to the other Party, if the other Party breaches any material\nprovision of this Agreement or of any of the other Transaction Documents and\nsuch breach continues for a period of [* * *] after the delivery of written\nnotice of the default, describing the default in reasonable detail. \n\n                  (c) By either SOFTBANK or UT Starcom, effective immediately \nupon written notice to the other Party and the Company, in the event that the\nother Party is dissolved, liquidated or declared bankrupt or a voluntary or\ninvoluntary bankruptcy filing is made by such Party.\n\n            7.3 Effect. Upon termination of this Agreement, the Parties shall\nnegotiate in good faith a possible purchase by one or more Parties of all\noutstanding Securities held by the other Parties or the sale of the Company to a\nthird party. In the event that, notwithstanding their good faith negotiations,\nthe Parties are unable to agree upon such a purchase or sale within [* * *] of\nthe notice of termination, the Parties shall cooperate to cause the Company to\nbe liquidated as promptly as practical in accordance with Applicable Law. The\nrights and obligations of the Parties under Sections 5.1, 5.2, this Section 7.3,\nand Sections 7.4, 7.5 and 9 shall survive any termination of this Agreement.\n\n            7.4 Return of Confidential Information. Upon the termination of \nthis Agreement, each Party, at its own cost, shall promptly return to the\nDisclosing Party any and all documents and materials constituting or containing\nConfidential Information of the Disclosing Party which are in its possession or\ncontrol, or at its option, shall destroy such documents and materials and\ncertify such destruction in writing to the Disclosing Party. \n\n            7.5 Continuing Liability. Termination of this Agreement for any\nreason shall not release any Party from any liability or obligation which has\nalready accrued as of the effective date of such termination, and shall not\nconstitute a waiver or release of, or otherwise be deemed to prejudice or\nadversely affect, any rights, remedies or claims, whether for damages or\notherwise, which a Party may have hereunder, at law, equity or otherwise or\nwhich may arise out of or in connection with such termination. \n\n      8. Transfer Restrictions\n\n            8.1 General Restriction. Each Party agrees to hold its Securities\nduring the Term and, except as otherwise specifically provided in this\nAgreement or agreed to in writing by the other Party, not to sell, transfer,\nassign, hypothecate or in any way alienate any of such Party's Securities or any\nright or interest therein except to an Affiliate of such Party in accordance\nwith the Articles. In the case of any transfer permitted hereunder, the\ntransferring Party shall deliver to the other Party (a) at least [* * *] prior\nto such transfer, a written notice stating its intention to transfer the\nSecurities to\n\n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT\nTO THE OMITTED PORTIONS.\n\n\n                                      -10-\n\n\nbe transferred, the name of the transferee, whether such transferee is an \nAffiliate, the number of Securities to be transferred, and the price and other\nmaterial terms and conditions of the transfer, and (b) except as otherwise\nspecifically provided herein, on or prior to the effective date of the transfer\nand in a form reasonably acceptable to the other Party and its counsel, the\ntransferee's written acknowledgement of and agreement to be bound by, and to\nvote the transferred Securities at all times in accordance with, the terms of\nthis Agreement.\n\n            8.2 Legends. Each share certificate of the Company shall bear a\nlegend, consistent with Applicable Law, providing that any transfer of the\nSecurities evidenced by such certificate is subject to approval by the Board.\n\n            8.3 Initial Public Offering. The foregoing restrictions shall \ncease to be of any further force or effect upon the closing date of an initial\npublic offering of Securities.\n\n            8.4 Board Approval. Each Party shall cause each Director that it \nhas appointed pursuant hereto to vote to approve any transfer of Securities that\ncomplies with the terms of this Section 8.\n\n      9. General Provisions\n\n            9.1 Governing Law, Dispute Resolution. The validity, construction\nand enforceability of this Agreement shall be governed by and construed in\naccordance with the laws of Delaware. All disputes between the Parties arising\nout of this Agreement shall be settled by the Parties amicably through good\nfaith discussions upon the written request of either Party. In the event that\nany such dispute cannot be resolved thereby within a period of [* * *] after\nsuch notice has been given, such dispute shall be finally settled by arbitration\nin Tokyo, Japan, using the English language, and in accordance with the rules\nthen in effect of the Japan Commercial Arbitration Association. The\narbitrator(s) shall have the authority to grant specific performance, and to\nallocate between the Parties the costs of arbitration in such equitable manner\nas the arbitrator(s) may determine. The prevailing Party in the arbitration\nshall be entitled to receive reimbursement of its reasonable expenses incurred\nin connection therewith. Judgement upon the award so rendered may be entered in\nany court having jurisdiction or application may be made to such court for\njudicial acceptance of any award and an order of enforcement, as the case may\nbe. Notwithstanding the foregoing, either Party shall have the right to\ninstitute a legal action in a court of proper jurisdiction for injunctive relief\nand\/or a decree for specific performance pending final settlement by\narbitration.\n\n            9.2 Notices and Other Communications. Any and all notices, \nrequests, demands and other communications required or otherwise contemplated to\nbe made under this Agreement shall be in writing and in English and shall be\nprovided by one or more of the following means and shall be deemed to have been\nduly given (a) if delivered personally, when received, (b) if transmitted by\nfacsimile originating in Japan, on the date of transmission with receipt of a\ntransmittal confirmation, (c) if transmitted by facsimile originating in the\nUnited States, on the [* * *] Business Day following receipt of a transmittal\nconfirmation, or (d) if by international courier service, on the [* * *]\nBusiness Day following the date of deposit with such courier service, or such\nearlier delivery date as may be confirmed in writing to the sender by such\ncourier service. All such notices, requests, demands and other communications\nshall be addressed as follows:\n\n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT\nTO THE OMITTED PORTIONS.\n\n\n                                      -11-\n\n\n                  If to SOFTBANK:\n\n                        SOFTBANK CORP.\n                        24-1 Nihonbashi-Hakozakicho\n                        Chuo-ku, Tokyo 103-8501\n                        Attention: Mr. Masayoshi Son\n                        Telephone: 81-3-5642-8020\n                        Facsimile: 81-3-5641-3400\n\n                  with a copy (which copy shall not constitute notice) to:\n\n                        Morrison &amp; Foerster LLP\n                        AIG Building, 7th Floor\n                        1-1-3 Marunouchi,\n                        Chiyoda-ku, Tokyo 100-0005, Japan\n                        Attention:  Hitoshi Hasegawa, Esq.\n                        Telephone: 81-3-3214-6522\n                        Facsimile: 81-3-3214-6512\n\n                  If to UT Starcom:\n\n                        UT Starcom, Inc.\n                        1275 Harbor Bay Parkway, 100\n                        Alameda, California 95110 U.S.A.\n                        Attention: Mr. Hong-Liang Lu\n                        Telephone: 01-510-864-8800\n                        Facsimile: 01-510-864-8802\n\nor to such other address or facsimile number as a Party may have specified to\nthe other Party in writing delivered in accordance with this Section 9.2. \n\n            9.3 Language. This Agreement is in the English language only, \nwhich language shall be controlling in all respects, and all versions hereof in\nany other language shall be for accommodation only and shall not be binding upon\nthe Parties. All communications and notices to be made or given pursuant to this\nAgreement shall be in the English language. \n\n            9.4 Severability. If any provision in this Agreement shall be \nfound or be held to be invalid or unenforceable then the meaning of said\nprovision shall be construed, to the extent feasible, so as to render the\nprovision enforceable, and if no feasible interpretation would save such\nprovision, it shall be severed from the remainder of this Agreement which shall\nremain in full force and effect unless the severed provision is essential and\nmaterial to the rights or benefits received by any Party. In such event, the\nParties shall use best efforts to negotiate, in good faith, a substitute, valid\nand enforceable provision or agreement which most nearly affects the Parties'\nintent in entering into this Agreement. \n\n            9.5 References, Subject Headings. Unless otherwise indicated,\nreferences to Sections and Exhibits herein are to Sections of, and Exhibits to,\nthis Agreement. The subject \n\n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT\nTO THE OMITTED PORTIONS.\n\n\n                                      -12-\n\n\nheadings of the Sections of this Agreement are included for the purpose of\nconvenience of reference only, and shall not affect the construction or\ninterpretation of any of its provisions.\n\n            9.6 Further Assurances. The Parties shall each perform such acts,\nexecute and deliver such instruments and documents, and do all such other things\nas may be reasonably necessary to accomplish the transactions contemplated in\nthis Agreement.\n\n            9.7 Expenses. Each of the Parties will bear its own costs and\nexpenses, including, without limitation, fees and expenses of legal counsel,\naccountants, brokers, consultants and other representatives used or hired in\nconnection with the negotiation and preparation of this Agreement and\nconsummation of the transactions contemplated hereby. All such expenses incurred\nby the Company shall be borne by [* * *] to the maximum extent permitted by\nApplicable Law including, without limitation, expenses relating to the formation\nof the Company, any transfer taxes for transfer of the Company stock to the\nParties, registration charges, taxes, fees and expenses relating to required\ngovernmental or regulatory approvals, notary fees and legal fees and expenses.\n\n            9.8 No Waiver. No waiver of any term or condition of this \nAgreement shall be valid or binding on a Party unless the same shall have been\nset forth in a written document, specifically referring to this Agreement and\nduly signed by the waiving Party. The failure of a Party to enforce at any time\nany of the provisions of this Agreement, or the failure to require at any time\nperformance by one or both of the other Parties of any of the provisions of this\nAgreement, shall in no way be construed to be a present or future waiver of such\nprovisions, nor in any way affect the ability of a Party to enforce each and\nevery such provision thereafter.\n\n            9.9 Entire Agreement; Amendments. The terms and conditions \ncontained in this Agreement (including the Exhibits hereto) and the Transaction\nDocuments constitute the entire agreement between the Parties and supersede all\nprevious agreements and understandings, whether oral or written, between the\nParties with respect to the subject matter hereof. No agreement or understanding\namending this Agreement shall be binding upon any Party unless set forth in a\nwritten document which expressly refers to this Agreement and which is signed\nand delivered by duly authorized representatives of each Party. \n\n            9.10 Assignment. [* * *] shall have the right to assign its rights\nor obligations under this Agreement except in connection with a transfer of all\nof such Party's Securities in a manner permitted hereunder, under terms\nreasonably acceptable to the non-assigning Party and providing for the assignee\nto be bound by the terms hereof, and for the assigning Party to remain liable\nfor the assignee's performance of its obligations hereunder. This Agreement\nshall inure to the benefit of, and shall be binding upon, the Parties and their\nrespective successors and permitted assigns. \n\n            9.11 No Agency. The Parties are independent contractors. Nothing\ncontained herein or done in pursuance of this Agreement shall constitute any\nParty the agent of any other Party for any purpose or in any sense whatsoever.\n\n            9.12 No Beneficiaries. Nothing herein express or implied, is\nintended to or shall be construed to confer upon or give to any person, firm,\ncorporation or legal entity, other than the \n\n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT\nTO THE OMITTED PORTIONS.\n\n\n                                      -13-\n\n\nParties and their Affiliates who hold Securities, any interests, rights,\nremedies or other benefits with respect to or in connection with any agreement\nor provision contained herein or contemplated hereby.\n\n            9.13 Effective Date of Transaction Documents. The Transaction\nDocuments (other than this Agreement and the Articles) shall become effective\nconcurrently with consummation, on the Closing Date, of the transactions\ndescribed in Section 3.2(a).\n\n            9.14 Counterparts. This Agreement may be executed in any number of\ncounterparts, and each counterpart shall constitute an original instrument, but\nall such separate counterparts shall constitute only one and the same\ninstrument.\n\n            9.15 Incidental and Consequential Damages. [* * *] will be liable \nto the other Party under any contract, negligence, strict liability or other\ntheory for any indirect, incidental or consequential damages (including without\nlimitation lost profits) with respect to a breach of this Agreement or any\nTransaction Document.\n\n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT\nTO THE OMITTED PORTIONS.\n\n\n                                      -14-\n\n\n      IN WITNESS WHEREOF, the Parties have caused their respective duly\nauthorized representatives to execute this Agreement as of the Effective Date.\n\nSOFTBANK CORP.                          UT STARCOM, INC.\n\n\nBy:                                     By:\n    -------------------------               ------------------------------\n    Masayoshi Son                           Hong-Liang Lu\n    President and CEO                       President and CEO\n\n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT\nTO THE OMITTED PORTIONS.\n\n\n                                   EXHIBIT 1.4\n\n                         Company Articles of Association\n\n\n                           THE COMPANIES ACT (CAP.50)\n\n                        PRIVATE COMPANY LIMITED BY SHARES\n\n                             ARTICLES OF ASSOCIATION\n\n                                       OF\n\n                            SB CHINA HOLDINGS PTE LTD\n\n--------------------------------------------------------------------------------\n\n                                   PRELIMINARY\n\n      10. TABLE A EXCLUDED. The regulations in Table A in the Fourth Schedule \nto the Act shall not apply to the Company except so far as the same are repeated\nor contained in these Articles.\n\n      11. INTERPRETATION. In these Articles, unless the context otherwise\nrequires:\n\n                  \"the Act\"            means the Companies Act (Cap. 50) or any \n                                       statutory modification thereof for the \n                                       time  being in force;\n\n                  \"the Articles\"       means these Articles of Association in \n                                       their original form or as amended from \n                                       time to time;\n\n                  \"Directors\" or the   means the Directors for the time being of\n                  \"the Board\"          the Company as a body or a quorum of the \n                                       Directors present at a meeting of the\n                                       Directors;\n\n                  \"dividend\"           includes bonus;\n\n                  \"member\"             means a member of the Company;\n \n                  \"month\"              means a calendar month;\n\n                  \"office\"             means the registered office of the \n                                       Company;\n\n                  \"seal\"               means the common seal of the Company;\n\n                  \"Secretary\"          means any person appointed to perform the\n                                       duties of a secretary of the Company and \n                                       includes a Deputy Secretary or an \n                                       Assistant Secretary;\n\n                  \"Statutes\"           means the Act and every other Act being \n                                       in force concerning companies and \n                                       affecting the Company;\n\n\n                                      -2-\n\n\n                  \"$\" refers to the lawful currency of Singapore;\n\nexpressions referring to writing shall, unless the contrary intention appears,\nbe construed to include references to printing, lithography, photography and\nother modes of representing or reproducing words in a visible form;\n\nwords or expressions contained in these Articles shall be interpreted in\naccordance with the provisions of the Interpretation Act (Cap. 1) and of the\nAct;\n\nwords denoting the singular number only shall include the plural number and vice\nversa; words denoting the masculine gender only shall include the feminine and\nneuter genders; and words denoting persons shall include corporations and other\nbodies of persons; and\n\nthe headings in these Articles are inserted for convenience and reference only\nand are in no way designed to limit or circumscribe the scope of these Articles.\n\n                                 PRIVATE COMPANY\n\n      12. PRIVATE COMPANY. The Company is a private company, and accordingly:\n\n            12.1 no invitation shall be issued to the public to subscribe for\nany shares or debentures of the Company;\n\n            12.2 the number of the members of the Company (not including persons\nwho are in the employment of the Company, and persons who, having been formerly\nin the employment of the Company, were while in that employment and have\ncontinued after the determination of that employment to be, members of the\nCompany) shall be limited to 50, provided that where two or more persons hold\none or more shares in the Company jointly they shall, for the purposes of this\nArticle, be treated as a single member;\n\n            12.3 the right to transfer the shares of the Company shall be\nrestricted in the manner hereinafter appearing; and\n\n            12.4 no invitation shall be issued to the public to deposit money\nwith the Company for fixed periods or payable at call, whether bearing or not\nbearing interest.\n\n                                    BUSINESS\n\n      13. BUSINESS OF COMPANY. Any branch or kind of business which by the\nMemorandum of Association of the Company or these Articles is either expressly\nor by implication authorised to be undertaken by the Company may be undertaken\nby the Directors at such time or times as they shall think fit and further may\nbe suffered by them to be in abeyance whether such branch or kind of business\nmay have been actually commenced or not, so long as the Directors may deem it\nexpedient not to commence or proceed with such branch or kind of business.\n\n\n                                      -3-\n\n\n      14. OFFICE OF THE COMPANY. The office shall be at such place in the\nRepublic of Singapore as the Directors shall from time to time determine.\n\n                                     SHARES\n\n      15. ISSUE OF SHARES. (1) No shares shall be issued by the Directors\nwithout the prior approval of the Company in general meeting.\n\n            (2) Unless otherwise determined by the Company by special resolution\nor otherwise, agreed by the holders of all the shares for the time being issued,\nall unissued shares shall before issue be offered for subscription to the\nmembers in proportion as nearly as the circumstances will admit to the number of\nshares then held by them. Any such offer shall be made by notice specifying the\nnumber and class of shares and the price at which the same are offered and\nlimiting the time (not being less than 29 days, unless the member to whom the\noffer is to be made otherwise agrees) within which the offer if not accepted\nwill be deemed to be declined.\n\n            (3) Subject as aforesaid, all unissued shares shall be at the\ndisposal of the Directors and they may allot, grant options over or otherwise\ndeal with or dispose of the same to such persons, at such times, and generally\non such terms as they think proper, but so that no shares shall be issued at a\ndiscount except in accordance with the Act.\n\n            (4) Without prejudice to any special rights or privileges attached\nto any then existing shares in the capital of the Company, any new shares may be\nissued upon such terms and conditions, and with such rights and privileges\nattached thereto, as the Company by special resolution may direct or, if no such\ndirection be given, as the Directors shall determine, and in particular such\nshares may be issued with preferential, qualified or deferred right to dividends\nand in the distribution of assets of the Company, and with a special or\nrestricted right of voting, and any preference share may be issued on the terms\nthat it is, or at the option of the Company liable to be redeemed. \n\n      16. VARIATION OF RIGHTS. If at any time the share capital is divided into\ndifferent classes of shares, the rights attached to any class (unless otherwise\nprovided by the terms of issue of the shares of that class) may, whether or not\nthe Company is being wound up, be varied with the consent in writing of the\nholders of three-fourths of the issued shares of that class, or with the\nsanction of a special resolution passed at a separate general meeting of the\nholders of the shares of the class. To every such separate general meeting the\nprovisions of these Articles relating to general meetings shall mutatis mutandis\napply, but so that the necessary quorum shall be two persons at least holding or\nrepresenting by proxy one-third of the issued shares of that class and that any\nholder of shares of that class present in person or by proxy may demand a poll,\nProvided always that where the necessary majority for such a special resolution\nis not obtained at the meeting, consent in writing if obtained from the holders\nof three-fourths of the issued shares of the class concerned within two months\nof the meeting shall be as valid and effectual as a special resolution carried\nat the meeting. \n\n      17. PROHIBITION OF DEALING IN ITS OWN SHARES. Except as is otherwise\nexpressly permitted by the Act, the Company shall not give, WHETHER directly or\nindirectly and whether by means of a loan, guarantee or the provision of\nsecurity or otherwise, any financial \n\n\n                                      -4-\n\n\nassistance for the purpose of or in connection with the purchase of or\nsubscription for the shares of the Company or its holding company from time to\ntime if any or in any way purchase, deal in or lend money on their shares.\n\n      18. POWER TO CHARGE INTEREST ON CAPITAL. Where any shares are issued for\nthe purpose of raising money to defray the expenses of the construction of any\nworks or buildings, or the provision of any plant which cannot be made\nprofitable for a lengthened period, the Company may pay interest on so much of\nthat share capital as is for the time being paid for the period and subject to\nthe conditions and restrictions mentioned in the Act and may charge the same to\ncapital as part of the cost of the construction of the works or buildings or the\nprovision of the plant.\n\n      19. POWER TO PAY COMMISSION AND BROKERAGE. The Company may exercise the\npowers of paying commissions conferred by the Act provided that the rate per\ncent or the amount of the commission paid or agreed to be paid shall be\ndisclosed in the manner required by the Act and the commission shall not exceed\nthe rate of 10 per cent, of the price at which the shares in respect whereof the\nsame is paid are issued or an amount equal to 10 per cent of that price (as the\ncase may be). Such commission may be satisfied by the payment of cash or the\nallotment of fully or partly paid shares or partly in one way and partly in the\nother. The Company may also on any issue of shares pay such brokerage as may be\nlawful.\n\n      20. EXCLUSION OF EQUITIES. Except as required by law, no person shall be\nrecognised by the Company as holding any share upon any trust, and the Company\nshall not be bound by or be compelled in any way to recognise (even when having\nnotice thereof) any equitable, contingent, future or partial interest in any\nshare or unit of a share or (except only as by these Articles or by law\notherwise provided) any other rights in respect of any share except an absolute\nright to the entirety thereof in the registered holder.\n\n                               SHARE CERTIFICATES\n\n      21. ENTITLEMENT TO CERTIFICATE Every person whose name is entered as a\nmember in the Register of Members shall be entitled without charge to receive\nwithin two months after allotment or one month after the lodgement of transfer\none certificate for all his shares of any one class, or upon payment of $2.00\n(or such lesser sum as the Directors may from time to time determine) several\ncertificates in reasonable denominations in respect of shares of any one class.\nWhere a member transfers part only of the shares comprised in a certificate, one\nnew certificate for the balance of such shares shall be issued in lieu of the\nold certificate without charge. In the case of a share held jointly by several\npersons the Company shall not be bound to issue more than one certificate and\ndelivery thereof to one of several joint holders shall be sufficient delivery to\nall such holders.\n\n      22. FORM OF SHARE CERTIFICATE. Every certificate of title to shares shall\nbe issued under the seal in such form as the Directors shall from time to time\nprescribe, shall bear the autographic or facsimile signatures of either two\nDirectors or one Director and the Secretary or some other person appointed by\nthe Directors and shall specify the number and class of shares to which it\nrelates and the amounts paid thereon. Every certificate of title to debentures\nshall bear the autographic or facsimile signature of a Director.\n\n\n                                      -5-\n\n\n      23. REPLACEMENT OF CERTIFICATE. Subject to the provisions of the Act, if\nany share certificate shall be defaced, worn out, destroyed lost or stolen, it\nmay be renewed on such evidence being produced and such letter of indemnity (if\nany) being given as the Directors of the Company may require, and in the case of\ndefacement or wearing out on delivery of the old certificate and in any case on\npayment of such sum not exceeding $1.00 as the Directors may from time to time\nrequire. In the case of the certificate being destroyed, lost or stolen a\nshareholder or person entitled to whom such renewed certificate is given shall\nalso bear the loss and pay to the Company all expenses incidental to the\ninvestigations by the Company of the evidence of such destruction or loss.\n\n                             JOINT HOLDERS OF SHARES\n\n      24. RIGHTS AND LIABILITIES OF JOINT HOLDERS. Where two or more persons are\nregistered as the holders of any share they shall be deemed to hold the same as\njoint tenants with benefit of survivorship subject to the following provisions:\n\n            24.1 the Company shall not be bound to register more than three\npersons as the holders of any share, except in the case of executors or trustees\nof a deceased shareholder;\n\n            24.2 the joint holders of a share shall be liable severally as well\nas jointly in respect of all payments which ought to be made in respect of such\nshare;\n\n            24.3 on the death of any one of such joint holders the survivor or\nsurvivors shall be the only person or Persons recognised by the Company as\nhaving any title to such share but the Directors may require such evidence of\ndeath as they may deem fit;\n\n            24.4 any one of such joint holders may give effectual receipts for\nany dividend payable to such joint holders; and\n\n            24.5 only the person whose name stands first in the Register as one\nof the joint holders of any share shall be entitled to delivery of the\ncertificate relating to such share or to receive notices from the Company and\nany notice given to such person shall be deemed notice to all the joint holders.\n\n                                      LIEN\n\n      25. COMPANY'S LIEN. The Company shall have a first and paramount lien on\nshares registered in the name of a member (whether fully paid or not) and on\ndividends from time to time declared in respect of such shares for all moneys\ndue to the Company from him or his estate either alone or jointly with any other\nperson whether a member or not and whether such moneys are presently payable or\nnot.\n\n      26. SALE OF SHARES SUBJECT TO LIEN. The Company may sell, in such manner\nas the Directors think fit, any shares on which the Company has a lien, but no\nsale shall be made unless a sum in respect of which the lien exists is presently\npayable, nor until the expiration of 14 days after a notice in writing, stating\nand demanding payment of such part of the amount in respect of which the lien\nexists as is presently payable, has been given to the registered holder for the\ntime being of the share, or the person entitled thereto by reason of his death\nor bankruptcy.\n\n\n                                      -6-\n\n\n      27. RIGHTS OF PURCHASER OF SUCH SHARES. To give effect to any such sale\nthe Directors may authorise some person to transfer the shares sold to the\npurchaser thereof. The purchaser shall be registered as the holder of the shares\ncomprised in any such transfer, and he shall not be bound to see to the\napplication of the purchase money, nor shall his title to the shares be affected\nby any irregularity or invalidity in the proceedings in reference to the sale.\n\n      28. APPLICATION OF PROCEEDS OF SUCH SALE. The proceeds of the sale shall\nbe received by the Company and applied in payment of such pan of the amount in\nrespect of which the lien exists as is presently payable and accrued interest\nand expenses, and the residue, if any, shall be paid to the person entitled to\nthe shares at the date of the sale, or, his executors, administrators or\nassignees or as he may direct.\n\n                                 CALLS ON SHARES\n\n      29. CALLS ON SHARES. The Directors may from time to time make calls upon\nthe members in respect of any money unpaid on their shares (whether on account\nof the nominal value of the shares or by way of premium) and not by the\nconditions of allotment thereof made payable at fixed times, provided that no\ncall shall exceed one fourth of the nominal value of the share or be payable at\nless than one month from the date fixed for the payment of the, last preceding\ncall, and each member shall (subject to receiving at least 14 days' notice\nspecifying the time or times and place of payment) pay to the Company at the\ntime or times and place so specified the amount called on his shares. A call may\nbe revoked or postponed as the Directors may determine.\n\n      30. TIME WHEN MADE. A call shall be deemed to have been made at the time\nwhen the resolution of the Directors authorising the call was passed and may be\nrequired to be paid by instalments.\n\n      31. INTEREST ON CALLS. If a sum called in respect of a share is not paid\nbefore or on the day appointed for payment thereof, the person from whom the sum\nis due, shall pay interest on the sum from the day appointed for payment thereof\nto the time of actual payment at such rate not exceeding eight per cent per\nannum as the Directors may determine, but the Directors shall be at liberty to\nwaive payment of that interest wholly or in part.\n\n      32. SUM DUE ON ALLOTMENT. Any sum which by the terms of issue of a share\nbecomes payable on allotment or at any fixed date, whether on account of the\nnominal value, of the share or by way of premium, shall for the purposes of\nthose Articles be deemed to be a call duly made and payable on the date on which\nby the terms of issue the same becomes payable, and in case of non-payment all\nthe relevant provisions of these Articles as to payment of interest and\nexpenses, forfeiture, or otherwise shall apply as if the sum had become payable\nby virtue of a call duly made and notified.\n\n      33. RIGHTS OF MEMBER SUSPENDED UNTIL CALLS ARE DULY PAID. No member shall\nbe entitled to receive any dividend or to be present or vote at any meeting or\nupon a poll, or to exercise any privilege as a member until he shall have paid\nall calls for the time being due and payable on every share hold by him, whether\nalone or jointly with any other person, together with interest and expenses (if\nany).\n\n\n                                      -7-\n\n\n      34. POWER TO DIFFERENTIATE. The Directors may, on the issue of shares,\ndifferentiate between the holders as to the amount of calls to be paid and the\ntimes of payment.\n\n      35. PAYMENT IN ADVANCE OF CALLS. The Directors may, if they think fit,\nreceive from any member willing to advance the same all or any part of the money\nuncalled and unpaid upon any shares held by him, and upon all or any part of the\nmoney so advanced may (until the same would, but for the advance, become\npayable) pay interest at such rate not exceeding (unless the Company in general\nmeeting shall otherwise direct) eight per cent per annum as may be agreed upon\nbetween the Directors and the member paying the sum in advance. Capital paid on\nshares in advance of calls shall not, whilst carrying interest, confer a right\nto participate in profits.\n\n                              FORFEITURE OF SHARES\n\n      36. NOTICE REQUIRING PAYMENT OF CALLS. If a member fails to pay any call\nor installment of a call on the day appointed for payment thereof, the Directors\nmay, at any time thereafter during such time as any part of the call or\ninstallment remains unpaid serve a notice on him requiring payment of so much of\nthe call or installment as is unpaid, together with any interest which may have\naccrued.\n\n      37. NOTICE TO STATE TIME AND PLACE. The notice shall name a further day\n(not earlier than the expiration of 14 days from the date of service of the\nnotice) on or before which the payment required by the notice is to be made, and\nshall state that in the event of non-payment at or before the time appointed the\nshares in respect of which the call was made will be liable to be made forfeit.\n\n      38. FORFEITURE ON NON-COMPLIANCE WITH NOTICE. If the requirements of any\nsuch notice as aforesaid are not complied with, any share in respect of which\nthe notice has been given may at any time thereafter, before the payment\nrequired by the notice has been made, be made forfeit by a resolution of the\nDirectors to that effect. Such forfeiture shall include all dividends declared\nin respect of the forfeit share and not actually paid before the forfeiture.\n\n      39. SALE OR DISPOSITION OF FORFEIT SHARES. A forfeit share may be sold or\notherwise disposed of on such terms and in such manner as the Directors think\nfit, and at any time before a sale or disposition the forfeiture may be\ncancelled on such terms as the Directors think fit.\n\n      40. RIGHTS AND liabilities of PERSONS WHOSE SHARES HAVE BEEN MADE FORFEIT.\nA person whose shares have been made forfeit shall cease to be a member in\nrespect of the forfeit shares, but shall, notwithstanding, remain liable to pay\nto the Company all money which, at the date of forfeiture, was payable by him to\nthe Company in respect of the shares (together with interest at the rate of\neight per cent per annum from the date of forfeiture, on the money for the time\nbeing unpaid if the Directors think fit to enforce payment of such interest),\nbut his liability shall cease if and when the Company receives payment in full\nof all such money in respect of the shares.\n\n      41. TITLE TO FORFEIT SHARES. A statutory declaration in writing that the\ndeclarant is a Director or the Secretary of the Company, and that a share in the\nCompany has been duly made \n\n\n                                      -8-\n\n\nforfeit on a date stated in the declaration, shall be conclusive evidence of the\nfacts therein stated as against all persons claiming to be entitled to the\nshare.\n\n      42. POWERS OF COMPANY ON SALE OR DISPOSITION OF FORFEIT SHARES. Any share\nso made forfeit shall be deemed to be the property of the Company. The Company\nmay receive the consideration, if any, given for a forfeit share on any sale or\ndisposition thereof and may execute a transfer of the share in favour of the\nperson to whom the share is sold or disposed of and he shall thereupon be\nregistered as the holder of the share, and shall not be bound to see to the\napplication of the purchase money, if any, nor shall his title to the share be\naffected by any irregularity or invalidity in the proceeding in reference to the\nforfeiture, sale, or disposal of the share.\n\n      43. ARTICLES AS TO FORFEITURE APPLICABLE TO NON-PAYMENT ON SHARES. The\nprovisions of these Articles as to forfeiture shall apply in the case of\nnon-payment of any sum which, by the terms of issue of a share, becomes payable\nat a fixed time, whether an account of the nominal value of the share or by way\nof premium, as if the same had been payable by virtue of a call duly made and\nnotified.\n\n                               TRANSFER OF SHARES\n\n      44. FORM OF TRANSFER. Subject to these Articles any member may transfer\nall or any of his shares. Every transfer must be in writing and in the usual\nform or in any form approved by the Directors in lieu thereof. The instrument of\ntransfer of a share shall in any case be signed both by the transferor and by\nthe transferee and be witnessed. The transferor shall be deemed to remain the\nholder of the share until the name of the transferee is entered in the Register\nof Members in respect thereof. Shares of different classes shall not be\ncomprised in the same instrument of transfer.\n\n      45. RETENTION OF TRANSFERS. All instruments of transfer which shall be\nregistered shall be retained by the Company but any instrument of transfer which\nthe Directors may refuse to register shall (except in any case of fraud) be\nreturned to the party presenting the same.\n\n      46. RIGHT TO DECLINE TO ACCEPT TRANSFER. The Directors may decline to\naccept any instrument of transfer unless:\n\n            46.1 such fee not exceeding $2.00 as the Directors may from time to\ntime determine is paid to the Company in respect thereof;\n\n            46.2 the instrument of transfer is duly stamped in accordance with\nany law for the time being in force relating to stamp duty;\n\n            46.3 the instrument of transfer is deposited at the office or at\nsuch other place (if any) as the Directors may appoint accompanied by the\ncertificates of the shares to which it relates and such other evidence as the\nDirectors may reasonably require to show the right of the transferor to make the\ntransfer and, if the instrument of transfer is executed by some other person on\nhis behalf, the authority of the person so to do; and\n\n            46.4 such fee not exceeding $1.00 as the Directors may from time to\ntime determine is paid to the Company in respect of the registration of any\nprobate, letters of \n\n\n                                      -9-\n\n\nadministration, certificate of marriage or death, power of attorney or any\ndocument relating to or affecting the title to the shares.\n\n      47. INFANT, BANKRUPT OR PERSON OF UNSOUND MIND. No share shall in any\ncircumstance be transferred to any infant or bankrupt or person of unsound mind.\n\n      48. PRE-EMPTION RIGHTS. (1) Any person proposing to transfer a share\n(hereinafter called \"the proposing transferor\") shall give notice in writing\n(hereinafter called \"a transfer notice\") to the Company that he desires to\ntransfer same. A transfer notice may include several shares and in such a case\nshall operate as if it were a separate notice in respect of each. The transfer\nnotice shall specify the sum the proposing transfer fixes as the fair value of\neach share and shall constitute the Company his agent for the sale of the shares\ncomprised in the transfer notice to the other members (each hereinafter called\n\"the purchasing member\") as nearly as practicable in proportion to their\nshareholdings in the Company or (where the number of shares is less than the\nnumber of purchasing members) as a bloc to any of them, at the price fixed in\nthe transfer notice or at the option of the relevant purchasing member at the\nfair value to be fixed by the auditors of the Company in accordance with Article\n39(4) hereof,\n\n            (2) A transfer notice once given shall not be revocable except with\nthe sanction of the Directors.\n\n            (3) If the Company shall within 28 days after being served with a\ntransfer notice find a purchasing member willing to purchase any of the shares\nas aforesaid and shall give, notice thereof to the proposing transferor, the\nproposing transferor shall be bound upon payment of the fair value as fixed in\naccordance with paragraph (1) or (4) of this Article 39 to transfer the relevant\nshares to the purchasing member.\n\n            (4) The auditors shall on the application of either the proposing\ntransferor or any purchasing member certify in writing the sum which in their\nopinion is the fair value of a share and such sum shall be deemed to be the fair\nvalue and in so certifying the auditors shall be considered to be acting as\nexperts and not as arbitrators and accordingly the Arbitration Act (Cap. 10)\nshall not apply. The interval between the date of the application to the\nauditors and the date of their certificate shall not be taken into consideration\nin calculating the period referred to in the preceding paragraph.\n\n            (5) If in any case the proposing transferor after having become\nbound as aforesaid makes default in transferring any share, the Company may\nreceive the purchase money and the proposing transferor shall be deemed to have\nappointed any one Director or the Secretary of the Company as his agent to\nexecute a transfer of the share to the purchasing member, and upon the execution\nof such transfer the Company shall hold the purchase money in trust for the,\nproposing transferor. The receipt of the Company for the purchase money shall be\na good discharge to the purchasing member, and after his name has been entered\nin the Register in purported exercise of the aforesaid power the validity of the\nproceedings shall not be questioned by any person.\n\n            (6) If the Company shall not within the period referred to in\nparagraph (3) of this Article 39 find a purchasing member or give notice in the\nmanner aforesaid in respect of any shares \n\n\n                                      -10-\n\n\ncomprised in the transfer notice the proposing transferor shall at any time\nwithin three months after the expiration of such period be at liberty to sell\nand transfer the shares to any person at a price which is not less than that\nspecified by him in the transfer notice.\n\n            (7) This Article 39 shall not apply to a proposed transfer of shares\nif the holders of all the shares for the time being issued shall so agree.\n\n      49. DIRECTORS' RIGHT TO REFUSE TRANSFER OF SHARES. The Directors may\nrefuse to register the transfer of any share:\n\n            49.1 if the share has not been fully paid or is subject to a lien;\nor\n\n            49.2 if the provisions of these Articles relating to the transfer of\nshares have not been complied with.\n\n      50. DIRECTORS TO GIVE REASONS FOR REFUSAL TO TRANSFER. If the Directors\nShall refuse to register the transfer of any share they shall within one month\nof the date on which the application for transfer was made serve on the\ntransferor and transferee a notice in writing stating the reasons justifying the\nrefusal to transfer and a notice of refusal as required by the Act. \n\n      51. REGISTER OF TRANSFERS. The Company shall maintain a Register of\nTransfers which shall be kept under the control of the Directors, and in which\nshall be entered the particulars of every transfer of shares. The Register of\nTransfers may be closed at such times and for such periods as the Directors may\nfrom time to time determine provided always that it shall not be closed for more\nthan 30 days in the aggregate in any one year.\n\n                             TRANSMISSION OF SHARES\n\n      52. TRANSMISSION ON DEATH. In case of the death of a member the survivor\nor survivors where the deceased was a joint holder, and the legal personal\nrepresentatives of the deceased where he was a sole holder, shall be the only\npersons recognised by the Company as having any title to this interest in the\nshares; but nothing herein contained shall release the estate of a deceased\njoint holder from any liability in respect of any share which had been jointly\nheld by him with other persons.\n\n      53. PERSONS BECOMING ENTITLED ON DEATH OR BANKRUPTCY OF MEMBER MAY BE\nREGISTERED. Any person becoming entitled to a share in consequence of the death\nor bankruptcy of a member may, upon such evidence being produced as may from\ntime to time properly be required by the Directors and subject as hereinafter\nprovided, elect either to be registered himself as holder of the share or to\nhave some, person nominated by him registered as the transferee thereof, but the\nDirectors shall, in either case, have the same right to decline to accept a\ntransfer or refuse registration as they would have had in the case of a transfer\nof the share by that member before his death or bankruptcy.\n\n      54. RIGHTS OF PERSONS BECOMING ENTITLED ON DEATH OR BANKRUPTCY OF MEMBER.\nIf the person so becoming entitled elects to be registered himself, he shall\ndeliver or send to the Company a notice in writing signed by him stating that he\nso elects. If he elects to have \n\n\n                                      -11-\n\n\nanother person registered he shall testify his election by executing to that\nperson a transfer of the share. All the limitations, restrictions, and\nprovisions of these Articles relating to the transfer of shares by members shall\nbe applicable to any such notice or transfer as aforesaid as if the death or\nbankruptcy or the member had not occurred and the notice or transfer were a\ntransfer signed by that member.\n\n      55. RIGHTS OF UNREGISTERED EXECUTORS AND TRUSTEES. Where the registered\nholder of any share dies or becomes bankrupt his legal personal representative\nor the assignee of his estate, as the case may be, shall, upon the production of\nsuch evidence as may from time to time be properly required by the Directors in\nthat behalf, be entitled to the same dividends and other advantages, and to the\nsame rights (whether in relation to meetings of the Company, or to voting, or\notherwise), as the registered holder would have been entitled to if he had not\ndied or become bankrupt; and where two or more persons are jointly entitled to\nany share in consequence of the death of the registered holder they shall, for\nthe purposes of these Articles be deemed to be joint holders of the share.\n\n                         CONVERSION OF SHARES INTO STOCK\n\n      56. POWER TO CONVERT INTO STOCK. The Company may be ordinary resolution\npassed at a general meeting convert any paid-up shares into stock and reconvert\nany stock into paid-up shares of any denomination.\n\n      57. TRANSFER OF STOCK. The holders of stock may transfer the same or any\npart thereof in the same manner and subject to the same Articles as the shares\nfrom which the stock arose might previously to conversion have been transferred\nor as near thereto as circumstances admit; but the Directors may from time to\ntime fix the minimum amount of stock transferable and restrict or forbid the\ntransfer of fractions of that minimum, but the minimum shall not exceed the\nnominal amount of the shares from which the stock arose.\n\n      58. RIGHTS OF STOCK-HOLDERS. The holders of stock shall according to the\namount of the stock held by them have the same rights, privileges and advantages\nas regards dividends, voting at meetings of the Company and other matters as if\nthey held the shares from which the stock arose, but no such rights, privilege\nor advantage (except participation in the dividends and profits of the Company\nand in the assets on winding up) shall be conferred by any aliquot part of stock\nwhich would not if existing in shares have conferred that right, privilege or\nadvantage.\n\n      59. INTERPRETATION. Such of the Articles of the Company as are applicable\nto paid-up shares shall apply to stock, and the words \"share\" and \"shareholder\"\ntherein shall include \"stock\" and \"stockholder.\"\n\n                              ALTERATION OF CAPITAL\n\n      60. The Company may from time to time by ordinary resolution:\n\n            60.1 increase the share capital by such sum to be divided into\nshares of such amount as the resolution shall prescribe;\n\n\n                                      -12-\n\n\n            60.2 consolidate and divide all or any of its share capital into\nshares of larger amount than its existing shares;\n\n            60.3 subdivide its shares or any of them into shares of smaller\namount than is fixed by the Memorandum of Association of the Company; so however\nthat in the subdivision the proportion between the amount (if any) unpaid on\neach reduced share shall be the same as it was in the case of the share from\nwhich the reduced share is derived;\n\n            60.4 cancel shares which at the date of the passing of the\nresolution in that behalf have not been taken or agreed to be taken by any\nperson or which have been made forfeit and diminish the amount of its share\ncapital by the amount of the shares so cancelled.\n\n      61. POWER TO REDUCE SHARE CAPITAL. The Company may by special resolution\nreduce its share capital, any capital redemption reserve fund or any share\npremium account in any manner, with and subject to such sanction as may be\nrequired by law.\n\n                                GENERAL MEETINGS\n\n      62. ANNUAL GENERAL MEETING. An annual general meeting of the Company shall\nbe held once in each calendar year or at such times as may be permitted by the\nAct. All general meetings other than the annual general meetings shall be called\nextraordinary general meetings.\n\n      63. CALLING EXTRAORDINARY GENERAL MEETINGS. Any Director may whenever he\nthinks fit convene an extraordinary general meeting, and an extraordinary\ngeneral meeting shall be convened on such requisition or in default may be\nconvened by such requisitionists as provided by the Act.\n\n      64. TIME AND PLACE OF MEETING. The time and place of any general meeting\nshall be determined by the convenors of the meeting.\n\n                           NOTICE OF GENERAL MEETINGS\n\n      65. NOTICE OF MEETINGS. (1) Subject to the provisions of the Act as to\nspecial resolutions, special notice and agreement for shorter notice, a general\nmeeting of the Company shall be called by 14 days' notice in writing at the\nleast.\n\n            (2) The notice shall be exclusive of the day on which it is served\nor deemed to be served and of the day for which it is given, and shall specify\nthe place, the day and the hour of meeting and in case of special business the\ngeneral nature of the business.\n\n            (3) In every notice calling a meeting there shall appear with\nreasonable prominence a statement that a member entitled to attend and vote is\nentitled to appoint not more than two proxies to attend and vote instead of him\nand that a proxy need not also be a member. \n\n      66. SPECIAL BUSINESS. All business shall be special that is transacted at\nan extraordinary general meeting, and also all that is transacted at an annual\ngeneral meeting, with the exception of \n\n\n                                      -13-\n\n\ndeclaring a dividend, the consideration of the accounts, balance sheets and the\nreports of the Directors and auditors and the appointment and fixing of the\nremuneration of the auditors.\n\n      67. PERSONS WHO SHOULD BE GIVEN NOTICE. (1) Notice of every general\nmeeting shall be given in any manner authorised by these Articles to: \n\n            67.1 every member holding shares conferring the right to attend and\nvote at the meeting;\n\n            67.2 the Directors (including alternate Directors) of the Company;\nand\n\n            67.3 the auditors of the Company.\n\n            (2) NOTICE GIVEN TO DEBENTURE HOLDERS WHEN NECESSARY. No other\nperson shall be entitled to receive notices of general meetings; provided that\nif the meeting be called for the alteration of the Company's objects, the\nprovisions of the Act regarding notices to debenture holders shall be complied\nwith.\n\n            (3) ACCIDENTAL OMISSION TO GIVE AND NON-RECEIPT OF NOTICE. The\naccidental omission to give notice of a meeting to or the non-receipt of notice\nof a meeting by any person entitled to receive notice shall not invalidate the\nproceedings at the meeting.\n\n                         PROCEEDINGS AT GENERAL MEETINGS\n\n      68. QUORUM. No business shall be transacted at any general meeting unless\na quorum of members is present at the time when the meeting proceeds to\nbusiness. Save as herein otherwise provided, two members shall form a quorum.\nFor the purposes of this Article \"member\" includes a person attending as a proxy\nor as representing a corporation which is a member, and joint holders of any\nshare shall be treated as one member.\n\n      69. ADJOURNMENT IF QUORUM NOT PRESENT. If within half an hour from the\ntime appointed for the meeting a quorum is not present, the meeting, if convened\nupon the requisition of members, shall be dissolved; in any other case it shall\nstand adjourned to the same day in the next week at the same time and place as\nthe original meeting, or to such other day and at such other time and place as\nthe Directors may determine. \n\n      70. CHAIRMAN. The Chairman, if any, of the Board of Directors shall\npreside as Chairman at every general meeting of the Company, or if there is no\nsuch Chairman, or if he is not present within 10 minutes after the time\nappointed for the holding of the meeting or is unwilling to act, the Deputy\nChairman shall preside as Chairman of the meeting. If there is no such Deputy\nChairman present at the meeting and willing to act as Chairman the members\npresent shall appoint a Director as Chairman of the meeting or if no Director is\npresent or if all Directors present are unwilling to act, the members present\nshall elect one of their number to be Chairman of the meeting.\n\n      71. ADJOURNMENT. The Chairman may, with the consent of any meeting at\nwhich a quorum is present (and shall if so directed by the meeting), adjourn the\nmeeting from time to time and from place to place, but no business shall be\ntransacted at any adjourned meeting other than the\n\n\n                                      -14-\n\n\nbusiness left unfinished at the meeting from which the adjournment took place.\nWhen a meeting is adjourned for 30 days or more, notice of the adjourned meeting\nshall be given as in the case of an original meeting. Save as aforesaid it shall\nnot be necessary to give any notice of an adjournment or of the business to be\ntransacted at an adjourned meeting.\n\n      72. METHOD OF VOTING. At any general meeting a resolution put to the vote\nof the Meeting shall be decided on a show of hands unless before or on the\ndeclaration of the result of the show of hands a poll is demanded:\n\n            72.1 by the Chairman;\n\n            72.2 by at least three members present in person or by proxy;\n\n            72.3 by any member or members present in person or by proxy and\nrepresenting not less than one-tenth of the total voting rights of all the\nmembers having the right to vote at the meeting; or\n\n            72.4 by a member or members holding shares in the Company conferring\na right to vote at the meeting being shares on which an aggregate sum has been\npaid up equal to not less than one-tenth of the total sum paid up on all the\nshares conferring that right.\n\nUnless a poll is so demanded a declaration by the Chairman that a resolution has\non a show of hands been carried or carried unanimously, or by a particular\nmajority, or lost, and an entry to that effect in the book containing the\nminutes of the proceedings of the Company shall be conclusive evidence of the\nfact without proof of the number or proportion of the votes recorded in favour\nof or against the resolution. The demand for a poll may be withdrawn.\n\n      73. TAKING A POLL. If a poll is duly demanded it shall be taken in such\nmanner and either at once or after an interval or adjournment or otherwise as\nthe Chairman directs, and the result of the poll shall be the resolution of the\nmeeting at which the poll was demanded. No poll shall be demanded on the\nelection of a Chairman of a meeting and a poll demanded on a question of\nadjournment shall be taken at the meeting and without adjournment.\n\n      74. OTHER BUSINESS TO PROCEED. The demand of a poll shall not prevent the\ncontinuance of a meeting for the transaction of any business other than the\nquestion on which a poll has been demanded.\n\n      75. ERROR IN COUNTING OF VOTES. If at any general meeting any votes shall\nbe counted which ought not to have been counted or might have been rejected, the\nerror shall not vitiate the result of the voting unless it be pointed out at the\nsame meeting, and be of sufficient magnitude to vitiate the result of the\nvoting.\n\n      76. RESOLUTION BY CIRCULAR. Any resolution signed in writing by all\nmembers for the time being of the Company entitled to attend and vote at general\nmeetings of the Company shall be as valid as if it had been passed at a general\nmeeting of the Company duly convened and held.\n\n                                VOTES OF MEMBERS\n\n\n                                      -15-\n\n\n      77. VOTING RIGHTS OF MEMBERS. Subject to any rights or restrictions for\nthe time being attached to any class or classes of shares, at a meeting of\nmembers or classes of members each member entitled to vote may vote in person or\nby proxy or by attorney. On a show of hands every member present in person or by\nproxy shall have one vote, and on a poll every member present in person or by\nproxy shall have one vote for each share he holds.\n\n      78. CHAIRMAN'S CASTING VOTE. In the case of an equality of votes, whether\non a show of hands or on a poll, the Chairman of the meeting at which the show\nof hands takes place or at which the poll is demanded shall be entitled to a\nsecond or casting vote in addition to the vote or votes to which he may be\nentitled as a member.\n\n      79. VOTING RIGHTS OF JOINT HOLDERS. In the case of joint holders the vote\nof the senior who tenders a vote, whether in person or by proxy, shall be\naccepted to the exclusion of the votes of the other joint holders; and for this\npurpose seniority shall be determined by the order in which the names stand in\nthe Register of Members.\n\n      80. CORPORATIONS ACTING BY REPRESENTATIVES. Any corporation which is a\nmember of the Company may by resolution of its directors or other governing body\nauthorise any person to act as its representative at any general meeting of the\nCompany or of any class of members of the Company and the persons so authorised\nshall be entitled to exercise the same powers on behalf of the corporation as a\ncorporation would exercise if it were personally present at the meeting.\n\n      81. RIGHT TO VOTE. Every member shall be entitled to be present and to\nvote at any general meeting either personally or by proxy in respect of any\nshares upon which all calls due to the Company have been paid.\n\n      82. OBJECTIONS. No objection shall be raised to the qualification of any\nvoter except at the meeting or adjourned meeting at which the vote objected to\nis given or tendered, and every vote not disallowed at such meeting shall be\nvalid for all purpose. Any such objection made in due time shall be referred to\nthe Chairman of the meeting, whose decision shall be final and conclusive.\n\n      83. APPOINTMENT OF PROXIES. A member may appoint not more than two proxies\nto attend at the same meeting. Where a member appoints more than one proxy, he\nshall specify the proportion of his shareholdings to be represented by each\nproxy. The instrument appointing a proxy or representative shall be in writing\nunder the hand of the appointor or of his attorney duly authorised in writing\nor, if the appointor is a corporation, either under seal or under the hand of an\nofficer or attorney duly authorised. A proxy or representative may but need not\nbe a member of the Company. The instrument appointing a proxy shall be deemed to\nconfer authority to demand or join in demanding a poll. The instrument\nappointing a proxy shall be in the common form or in such other form as the\nDirectors may from time to time approve.\n\n      84. DEPOSIT OF INSTRUMENT APPOINTING A PROXY. The instrument appointing a\nproxy and the power of attorney or other authority, if any, under which it is\nsigned or a notarially certified copy of that power or authority shall be\ndeposited at the office, or at such other place in Singapore as is specified for\nthat purpose in the notice convening the meeting, not less than 48 hours before\nthe time for holding the meeting or adjourned meeting at which the person named\nin the \n\n\n                                      -16-\n\n\ninstrument proposes to vote, or, in the case of a poll, not less than 24 hours\nbefore the time appointed for the taking of the poll, and in default the\ninstrument of proxy shall not be treated as valid.\n\n      85. INTERVENING DEATH OR INSANITY OF PRINCIPAL NOT TO REVOKE PROXY. A vote\ngiven in accordance with the terms of an instrument of proxy or attorney shall\nbe valid not withstanding the previous death or unsoundness of mind of the\nprincipal or revocation of the instrument or of the authority under which the\ninstrument was executed, or the transfer of the share in respect of which the\ninstrument is given, if no intimation in writing of such death, unsoundness of\nmind, revocation, or transfer as aforesaid has been received by the Company at\nthe office before the commencement of the meeting or adjourned meeting at which\nthe instrument is used.\n\n                                    DIRECTORS\n\n      86. NUMBER OF DIRECTORS. The number of Directors shall not be less than\ntwo. ALL the Directors of the Company shall be natural persons. The first\nDirectors shall be ONG KIAN MIN and YONG WEI LING IVY.\n\n      87. DIRECTOR NEED NOT BE MEMBER OF COMPANY. A Director need not be a\nmember of the Company, but shall be entitled to receive notice of and to attend\nall general meetings of the Company.\n\n      88. DIRECTORS' FEES. The fees payable to Directors shall from time to time\nbe determined by the Company in general meeting. Such fees shall be divided\namongst the Directors in such proportions and in such manner as they may agree\nand in default of agreement equally, except that in the latter event any\nDirector who shall hold office for part only of the period in respect of which\nsuch fees are payable shall be entitled to rank in such division for the\nproportion of the fees related to the period during which he has held office.\n\n      89. EXPENSES. The Directors may be paid all travelling, hotel and other\nexpenses properly incurred by them in attending and returning from meetings of\nthe Directors or any committee of the Directors or general meetings of the\nCompany or in connection with the business of the Company.\n\n      90. EXTRA REMUNERATION. Any Director who is appointed to any executive\noffice or serves on any committee or who otherwise performs or renders services,\nwhich in the opinion of the Directors, are outside his ordinary duties as a\nDirector, may be paid such remuneration as the Directors may determine.\n\n      91. DECLARATION OF DIRECTORS' INTEREST IN CONTRACT WITH COMPANY. (1) A\nDirector who is in any way whether directly or indirectly interested in a\ncontract or proposed contract with the Company shall declare the nature of his\ninterest at a meeting of the Directors in accordance with the Act, but\nnotwithstanding his interest he may vote and be counted in the quorum present at\nany meeting of the Directors.\n\n            (2) DECLARATION OF DIRECTORS' CONFLICT OF INTEREST. A Director\nwho holds any office or possesses any property whereby directly or indirectly\nduties or interests might be created in conflict with his duties or interests as\nDirector shall declare the fact and the \n\n\n                                      -17-\n\n\nnature, character and extent of the conflict at a meeting of the Directors of\nthe Company in accordance with the Act.\n\n            (3) POWER OF DIRECTORS TO HOLD OFFICE OF PROFIT AND TO CONTRACT\nWITH COMPANY. A Director may hold any other office or place of profit under the\nCompany (other than the office of auditor) in conjunction with his office of\nDirector for such period and on such terms (as to remuneration and otherwise) as\nthe Directors may determine. No Director or intending Director shall be\ndisqualified by his office from contracting with the Company either with regard\nto his tenure of any such other office or place of profit or as a vendor,\npurchaser or otherwise. No such contract and no contract or arrangement entered\ninto by or on behalf of the Company in which any Director is in any way\ninterested shall be liable to be avoided nor shall any Director so contracting\nor being so interested be liable to account to the Company for any profit\nrealised by any such contract or arrangement by reason of such Director holding\nthat office or of the fiduciary relationship thereby established.\n\n            (4) HOLDING OF OFFICE IN OTHER COMPANIES. A Director of the\nCompany may become or continue to be a Director or other officer of or otherwise\nbe interested in any company whether or not the Company is interested as a\nshareholder or otherwise and no such Director shall be accountable to the\nCompany for any remuneration or other benefits received by him as a Director or\nofficer of or from his interests in such other company. \n\n      92. DIRECTORS SHALL KEEP registers. The Directors shall keep registers as\nrequired by the Act.\n\n                      APPOINTMENT AND REMOVAL OF DIRECTORS\n\n      93. DIRECTORS' POWER TO FILL CASUAL VACANCIES AND TO APPOINT ADDITIONAL\nDIRECTORS. The Directors may at any time, and from time to time, appoint any\nperson to be a Director, either to fill a casual vacancy or as an addition to\ntheir number.\n\n      94. REMOVAL OF DIRECTOR. The Company may by ordinary resolution remove any\nDirector before the expiration of his period of office, and may by an ordinary\nresolution appoint another person as Director in his stead.\n\n      95. VACATION OF OFFICE OF DIRECTORS. The office of Director shall become\nvacant if the Director\n\n            95.1 ceases to be a Director by virtue of the Act;\n\n            95.2 becomes bankrupt or makes any arrangement or composition with\nhis creditors generally;\n\n            95.3 becomes prohibited by law from continuing to be a Director;\n\n            95.4 becomes of unsound mind or a person whose person or estate is\nliable to be dealt with in any way under the law relating to mental disorder;\n\n\n                                      -18-\n\n\n            95.5 resigns his office by notice in writing to the Company; or\n\n            95.6 is removed from office pursuant to a resolution passed by the\nCompany in general meeting.\n\n                         POWERS AND DUTIES OF DIRECTORS\n\n      96. GENERAL POWER OF DIRECTORS TO MANAGE COMPANY'S BUSINESS. The business\nof the Company shall be managed by the Directors who may exercise all powers of\nthe Company as are not, by the Act or by these Articles, required to be\nexercised by the Company in general meeting. The exercise of such powers of the\nCompany by the Directors shall be subject to these Articles, the Act and such\nregulations being not inconsistent with these Articles or the Act as may be\nprescribed by the Company in general meeting, but no regulation made by the\nCompany in general meeting shall invalidate any prior act of the Directors which\nwould have been valid if that regulation had not been made.\n\n      97. POWER OF SALE OR DISPOSAL OF COMPANY'S PROPERTY. Without prejudice to\nthe generality of the preceding Article, any sale or disposal by the Directors\nof the whole or substantially the whole of the undertaking or property of the\nCompany shall be subject to the prior approval of the Company in general\nmeeting.\n\n      98. DIRECTORS' BORROWING POWERS. The Directors may exercise all the powers\nof the Company to borrow money and to mortgage or charge its undertaking,\nproperty and uncalled capital, or any part thereof, and to issue debentures and\nother securities whether outright or as security for any debt, liability, or\nobligation of the Company or of any third party.\n\n      99. DELEGATION OF DIRECTORS' POWERS. The Directors may delegate any of\ntheir powers other than the powers to borrow and make calls to committees\nconsisting of such persons (whether Directors or not) as they think fit. Any\ncommittee so formed shall in the exercise of the power so delegated conform to\nany regulations that may from time to time be imposed upon them by the Board.\n\n      100. POWER TO ESTABLISH LOCAL BOARDS. The Directors from time to time and\nat any time may establish any local boards or agencies for managing any of the\naffairs of the Company either in the Republic of Singapore or elsewhere and may\nappoint any persons to be members of such local boards or any managers,\ninspectors or agents and may fix their remuneration and may delegate to any\nlocal board, manager, inspector or agent any of the powers, authorities and\ndiscretions vested in the Directors with power to sub-delegate and may authorise\nthe members of any local board or any of them to fill any vacancies therein and\nto act notwithstanding vacancies and any such appointment or delegation may be\nmade upon such terms and subject to such conditions as the Directors may think\nfit and the Directors may remove any person so appointed and may annul or vary\nsuch delegation but no person dealing in good faith and without notice of any\nsuch annulment or variation shall be affected thereby. Every Director while\npresent in the country or territory in which any such local board or any\ncommittee thereof shall have been established shall be ex-officio a member\nthereof and entitled to attend and vote at all meetings thereof held while he is\npresent in such country or territory.\n\n\n                                      -19-\n\n\n      101. POWER TO APPOINT ATTORNEY. The Directors may from time to time by\npower of attorney appoint any corporation, firm, or person or body of persons,\nwhether nominated directly or indirectly by the Directors, to be the attorney or\nattorneys of the Company for such purposes and with such powers, authorities and\ndiscretions (not exceeding those vested in or exercisable by the Directors under\nthese Articles) and for such period and subject to such conditions as they may\nthink fit and any such powers of attorney may contain such provisions for the\nprotection and convenience of persons dealing with any such attorney as the\nDirectors may think fit and may also authorise any such attorney to delegate all\nor any of the powers, authorities and discretions vested in him.\n\n      102. EXECUTION OF NEGOTIABLE INSTRUMENTS AND RECEIPTS FOR MONEY PAID. All\ncheques, promissory notes, drafts, bills of exchange and other negotiable\ninstruments, and all receipts for money paid to the Company shall be signed,\ndrawn, accepted, endorsed, or otherwise executed, as the case may be, by any two\nDirectors or in such other manner as the Directors from time to time determine.\n\n                            PROCEEDINGS OF DIRECTORS\n\n      103. POWER TO KEEP A BRANCH REGISTER. The Directors may exercise the\npowers conferred upon the Company by the Act with regard to the keeping of a\nbranch register, and the Directors may (subject to the provisions of the Act)\nmake and vary such regulations as they may think fit respecting the keeping of\nany such register.\n\n      104. MEETING OF DIRECTORS. The Directors may meet together for the\ndespatch of business, adjourn and otherwise regulate their meetings as they\nthink fit. A Director may at any time and the Secretary shall at the request of\na Director summon a meeting of the Directors.\n\n      105. QUESTIONS TO BE DECIDED AT MEETINGS. Subject to these Articles\nquestions arising at any meeting of Directors shall be decided by a majority of\nvotes and a determination by a majority of Directors shall for all purposes be\ndeemed a determination of the Directors. In cast of an equality of votes the\nChairman of the meeting shall have a second casting vote.\n\n      106. QUORUM. The quorum necessary for the transaction of the business of\nthe Directors may be fixed by the Directors, and unless so fixed shall be two.\n\n      107. PROCEEDINGS IN CASE OF VACANCIES. The continuing Directors may act\nnotwithstanding any vacancy in their body, but if and so long as their number is\nreduced below the number fixed by or pursuant to the Articles of the Company as\nthe necessary quorum of Directors, the continuing Directors or Director may act\nfor the purpose of increasing the number of Directors to that number or of\nsummoning a general meeting of the Company, but for no other purpose.\n\n      108. CHAIRMAN OF DIRECTORS. The Directors may elect a Chairman and a\nDeputy Chairman. The Chairman shall preside at all meetings of the Board but if\nat any time there is no Chairman or if at any meeting the Chairman is not\npresent within 10 minutes after the time appointed for holding the meeting the\nDeputy Chairman shall preside at the meeting. If there is no \n\n\n                                      -20-\n\n\nDeputy Chairman or the Deputy Chairman is not present at the meeting the\nDirectors present may choose one of their number to be Chairman of the meeting.\n\n      109. CHAIRMAN OF COMMITTEE. A committee formed by the Directors to\nexercise powers delegated by them may elect a Chairman of its meetings; if no\nsuch Chairman is elected, or if at any meeting the Chairman is not present\nwithin 10 minutes after the time appointed for holding the meeting, the members\npresent may choose one of their number to be Chairman of the meeting.\n\n      110. MEETING OF COMMITTEE. A committee may meet and adjourn its meeting as\nit thinks proper. Questions arising at any meeting shall be determined by a\nmajority of votes of the members present, and in the case of an equality of\nvotes the Chairman shall have a second or casting vote.\n\n      111. VALIDITY OF ACTS OF DIRECTORS IN SPITE OF SOME FORMAL DEFECTS. All\nacts done by any meeting of the Directors or of a committee of Directors or by\nany person acting as a Director shall, notwithstanding that it is afterwards\ndiscovered that there was some defect in the appointment of any such Director or\nperson acting as aforesaid, or that they or any of them were disqualified, be as\nvalid as if every such person had been duly appointed and was qualified to be a\nDirector.\n\n      112. RESOLUTIONS IN WRITING. A resolution in writing signed by all the\nDirectors shall be as valid and effectual as if it had been passed at a meeting\nof the Directors duly convened and held. Any such resolution may consist of\nseveral documents in like form, each signed by one or more Directors.\n\n      113. MINUTES OF MEETING. The Directors shall cause minutes to be made:\n\n            113.1 of names of Directors present at all meetings of the Company\nand of the Directors; and\n\n            113.2 of all proceedings at all meetings of the Company and of the\nDirectors.\n\nSuch minutes shall be signed by the Chairman of the meeting at which the\nproceedings were held or by the Chairman of the next succeeding meeting.\n\n                               ALTERNATE DIRECTORS\n\n      114. APPOINTMENT OF ALTERNATE DIRECTORS. Any Director may appoint a person\napproved by the majority of the other Directors to be an alternate Director in\nhis place during such period as he thinks fit. An alternate Director need not be\na member of the Company. Any person while he so holds office as an alternate\nDirector shall be entitled to notice of meetings of the Directors and to attend\nand vote thereat accordingly, and to exercise all the rights and powers of the\nappointer in his place. An alternate Director shall ipso facto vacate office if\nthe appointor vacates office as a Director or removes the appointee from office.\nAny appointment or removal under this Article shall be effected by notice in\nwriting under the hand of the Director making the same. Any fee paid by the\nCompany to the alternate Director shall be deducted from the remuneration\npayable to his appointor.\n\n\n                                      -21-\n\n\n                               MANAGING DIRECTORS\n\n      115. APPOINTMENT OF MANAGING DIRECTOR. The Directors may from time to time\nappoint one or more of their body to the office of Managing Director for such\nperiod and on such terms as they think fit and, subject to the terms of any\nagreement entered into in any particular case, may revoke any such appointment.\nThe appointment of a Director so appointed shall be automatically terminated if\nhe ceases for any cause to be a Director.\n\n      116. REMUNERATION OF MANAGING DIRECTOR. A Managing Director shall, subject\nto the terms of any agreement entered into in any particular case, receive such\nremuneration (whether by way of salary, commission, or participation in profits,\nor partly in one way and partly in another) as the Directors may determine.\n\n      117. POWERS OF MANAGING DIRECTOR. A Managing Director shall be subject to\nthe control of the Directors. The Directors may entrust to and confer upon a\nManaging Director any of the powers exercisable by them upon such terms and\nconditions and with such restrictions as they may think fit and either\ncollaterally with or to the exclusion of their own powers, and may from time to\ntime revoke, withdraw, alter, or vary all or any of those powers.\n\n                                    SECRETARY\n\n      118. APPOINTMENT OF SECRETARY. The Secretary shall in accordance with the\nAct be appointed by the Directors for such term, at such remuneration, and upon\nsuch conditions as they may think fit and any Secretary so appointed may be\nremoved by them.\n\n      119. SAME PERSON CANNOT ACT AS DIRECTOR AND SECRETARY. A provision of the\nAct or these Articles requiring or authorising a thing to be done by or in\nrelation to a Director and the Secretary shall not be satisfied by its being\ndone by or in relation to the same person acting both as Directors and as, or in\nplace of, the Secretary.\n\n                                      SEAL\n\n      120. SEAL. The Directors shall provide for the safe custody of the seal\nwhich shall only be used by the authority of the Directors or of a committee of\nthe Directors authorised by the Directors in that behalf. Every instrument to\nwhich the seal is affixed shall bear the autographic or facsimile signatures of\na Director and the Secretary or a second Director or some other person appointed\nby the Directors for the purpose. Any facsimile signature may be reproduced by\nmechanical, electronic or other method approved by the Directors.\n\n      121. OFFICIAL SEAL. The Company may exercise all the powers conferred by\nthe Act to have an official seal for use abroad and such official seal shall be\naffixed by the authority and in the presence of and the instruments sealed\ntherewith shall be signed by such person as the Directors shall from time to\ntime by writing under the seal appoint.\n\n      122. DUPLICATE COMMON SEAL. The Company may have a duplicate common seal\nwhich shall be a facsimile of the common seal of the Company with the addition\nof its face of the\n\n\n                                      -22-\n\n\nwords \"Share Seal\" and a share certificate under such duplicate seal\nshall be deemed to be sealed with the seal of the Company.\n\n                                    ACCOUNTS\n\n      123. DIRECTORS TO KEEP PROPER ACCOUNTS. The Directors shall cause proper\naccounting and other records to be kept and shall distribute copies of\nbalance-sheets and other documents as required by the Act and shall from time to\ntime determine whether and to what extent and at what times and places and under\nwhat conditions or regulations the accounting and other records of the Company\nor any of them shall be open to the inspection of members not being Directors,\nand no member (not being a Director) shall have any right of inspecting any\naccount or paper of the Company except as conferred by Statute or authorised by\nthe Directors or by the Company in general meeting. \n\n      124. PRESENTATION OF ACCOUNTS. The Directors shall from time to time in\naccordance with the Act cause to be prepared and to be laid before the Company\nin general meeting such profit and loss accounts, balance-sheets and reports as\nare required under the Act. \n\n      125. COPIES OF ACCOUNTS. A copy of every balance-sheet (including every\ndocument required by law to be annexed thereto) which is to be laid before the\nCompany in general meeting together with a copy of the Auditor's report shall\nnot less than 14 days before the date of the meeting be delivered or sent by\npost to every member of and every holder of debentures of the Company, provided\nthat this Article shall not require a copy of those documents to be sent to any\nperson of whose address the Company is not aware or to more than one of the\njoint holders of any shares or debentures.\n\n                                      AUDIT\n\n      126. APPOINTMENT OF AUDITORS. Auditors shall be appointed and their duties\nregulated in accordance with the Act.\n\n                             DIVIDENDS AND RESERVES\n\n      127. DIVIDENDS. The Company in general meeting may declare dividends, but\nno dividend shall exceed the amount recommended by the Directors.\n\n      128. INTERIM DIVIDEND. The Directors may from time to time pay to the\nmembers such interim dividends as appear to the Directors to be justified by the\nprofits of the Company.\n\n      129. PAYMENT OF DIVIDENDS. No dividend shall be paid otherwise than out of\nprofits or shall bear interest against the Company.\n\n      130. POWER TO CARRY PROFIT TO RESERVE. The Directors may, before\nrecommending any dividend, set aside out of the profits of the Company such sums\nas they think proper as reserves which shall, at the discretion of the\nDirectors, be applicable for any purpose to which the profits of the Company may\nbe properly applied, and pending any such application may, at the like\ndiscretion, either be employed in the business of the Company or be invested in\nsuch \n\n\n                                      -23-\n\n\ninvestments (other than shares in the Company) as the Directors may from\ntime to time think fit. The Directors may also without placing the same to\nreserve carry forward any profits which they may think prudent not to divide.\n\n      131. APPORTIONMENT OF DIVIDENDS. Subject to the rights of persons, if any,\nentitled to shares with special rights as to dividend, all dividends shall be\ndeclared and paid according to the amounts paid or credited as paid on the\nshares in respect of which the dividend is paid, but no amount paid or credited\nas paid on a share in advance of calls shall be treated for the purposes of this\nArticle as paid on the share. All dividends shall be apportioned and paid\nproportionately to the amounts paid or credited as paid on the shares during any\nportion or portions of the period in respect of which the dividend is paid, but\nif any share is issued on term providing that it shall rank for dividend as from\na particular date that share shall rank for dividend accordingly.\n\n      132. DEDUCTION OF DEBTS DUE TO COMPANY. The Directors may deduct from any\ndividend payable to any member all sums of money, if any, presently payable by\nhim to the Company on account of calls or otherwise in relation to the shares of\nthe Company.\n\n      133. PAYMENT OF DIVIDEND IN SPECIE. Any general meeting declaring a\ndividend or bonus may direct payment of such dividend or bonus wholly or partly\nby the distribution of specific assets and in particular of paid-up shares,\ndebentures or debenture stock of any other company or in any one or more of such\nways and the Directors shall give effect to such resolution, and where any\ndifficulty arises in regard to such distribution, the Directors may settle the\nsame as they think expedient, and fix the value for distribution of such\nspecific assets or any part thereof and may determine that cash payments shall\nbe made to any members upon the footing of the value so fixed in order to adjust\nthe rights of all parties, and may vest any such specific assets in trustees as\nmay seem expedient to the Directors. \n\n      134. DIVIDENDS PAYABLE BY CHEQUE. Any dividend, interest, or other money\npayable in cash in respect of shares may be paid by cheque or warrant sent\nthrough the post directed to the registered address of the holder or, in the\ncase of joint holders, to the registered address of that one of the joint\nholders who is first named on the Register of Members or to such person and to\nsuch address as the holder or joint holders may in writing direct. Every such\ncheque or warrant shall be made payable to the order of the person to whom it is\nsent. Any one of two or more joint holders may give effectual receipts for any\ndividends, bonuses, or other money payable in respect of the shares held by them\nas joint holders. \n\n      135. EFFECT OF TRANSFER. A transfer of a share shall not pass the right to\nany dividend declared in respect thereof before the transfer has been\nregistered.\n\n                            CAPITALISATION OF PROFITS\n\n      136. POWER TO CAPITALISE PROFITS. The Company in general meeting may upon\nthe recommendation of the Directors by ordinary resolution resolve that it is\ndesirable to capitalise any part of the amount for the time being standing to\nthe credit of any of the Company's reserve accounts or to the credit of the\nprofit and loss account or otherwise available for distribution, and accordingly\nthat such sum be set free for distribution amongst the members who would have\nbeen\n\n\n                                      -24-\n\n\nentitled thereto if distributed by way of dividend and in the same\nproportions on condition that the same be not paid in cash but be applied either\nin or towards paying up any amounts for the time being unpaid on any shares held\nby such members respectively or paying up in full unissued shares or debentures\nof the Company to be allotted, distributed and credited as fully paid up to and\namongst such members in the proportion aforesaid, or partly in the one way and\npartly in the other, and the Directors shall give effect to such resolution. A\nshare premium account and a capital redemption reserve may, for the purposes of\nthis Article, be applied only in the paying up of unissued shares to be issued\nto members of the Company as fully paid bonus shares.\n\n      137. IMPLEMENTATION OF RESOLUTION TO CAPITALISE PROFITS. Whenever such a\nresolution as aforesaid shall have been passed the Directors shall make all\nappropriations and applications of the undivided profits resolved to be\ncapitalised thereby, and all allotments and issues of fully paid shares or\ndebentures, if any, and generally shall do all acts and things required to give\neffect thereto, with full power to the Directors to make such provision by the\nissue of fractional certificates or by payment in cash or otherwise as they\nthink fit for the case of shares or debentures becoming distributable in\nfractions, and also to authorise any person to enter on behalf of all the\nmembers entitled thereto into an agreement with the Company providing for the\nallotment to them respectively, credited as fully paid up, of any further shares\nor debentures to which they may be entitled upon such capitalisation, or (as the\ncase may require) for the payment tip by the Company on their behalf, by the\napplication thereto of their respective proportions of the profits resolved to\nbe capitalised, of the amounts or any part of the amounts remaining unpaid on\ntheir existing shares, and any agreement made under such authority shall be\neffective and binding on all such members.\n\n                                     NOTICES\n\n      138. SERVICE OF NOTICES. A notice may be given by the Company to any\nmember either personally or by sending it by post to him at his registered\naddress, or such other address supplied by him to the Company for the giving\nnotices to him. Any notice to be sent to a member at an address outside\nSingapore shall be sent by airmail. Where a notice is sent by post, service of\nthe notice shall be deemed to be effected by properly addressing, pre-paying and\nposting a letter containing the notice, and to have been effected in the case of\na notice of a meeting and of a notice pursuant to Article 134 on the day after\nthe date of its posting, and in any other case at the time at which the letter\nwould be delivered in the ordinary course of post.\n\n      139. SERVICE OF NOTICES IN RESPECT OF JOINT HOLDERS. A notice may be given\nby the Company to the joint holders of a share by giving the notice to the joint\nholder first named in the Register of Members in respect of the share.\n\n      140. SERVICE OF NOTICES AFTER DEATH OR BANKRUPTCY OF A MEMBER. A notice\nmay be given by the Company to the persons entitled to a share in consequence of\nthe death or bankruptcy of a member by sending it through the post in a pre-paid\nletter addressed to them by name, or by the title of representatives of the\ndeceased, or assignee of the bankrupt, or by any like description, at the\naddress, if any, supplied for the purpose by the persons claiming to be so\nentitled or (until such an address has been so supplied) by giving the notice in\nany manner in which the same might have been given if the death or bankruptcy\nhad not occurred.\n\n\n                                      -25-\n\n\n                                   WINDING UP\n\n      141. DISTRIBUTION OF SURPLUS ASSETS. If the Company shall be wound up,\nsubject to due provision being made satisfying the claims of any holders of\nshares having attached thereto any special rights in regard to the repayment of\ncapital, the surplus assets shall be applied in repayment of the capital paid up\nor credited as paid up on the shares at the commencement of the winding up. If\nthe surplus assets shall be insufficient to repay the, whole of the capital paid\nup or credited as paid up on the shares, such assets shall be distributed (as\nnearly as practicable) in proportion to the capital paid up or credited as paid\nup on the shares at the commencement of the winding up.\n\n      142. DISTRIBUTION OF ASSETS IN SPECIE. If the Company shall be wound up,\nthe liquidators may, with the sanction of a special resolution, divide among the\nmembers in specie any part of the assets of the Company and any such division\nmay be otherwise than in accordance with the existing rights of the members, but\nso that if any division is resolved or otherwise than in accordance with such\nrights, the members shall have the same right of dissent and consequential\nrights as if such resolution were a special resolution passed pursuant to\nSection 306 of the Act. A special resolution sanctioning a transfer or sale to\nanother company duly passed pursuant to the said Section may in like manner\nauthorise the distribution of any shares or other consideration receivable by\nthe liquidators amongst the members otherwise than in accordance with their\nexisting rights; and any such determination shall be binding upon all the\nmembers subject to the right of dissent and consequential rights conferred by\nthe said Section.\n\n      143. SERVICE OF NOTICE BY LIQUIDATOR. In the event of a winding up of the\nCompany every member of the Company who is not for the time being in Singapore\nshall be bound, within 14 days after the passing of an effective resolution to\nwind up the Company voluntarily, or within the like period after the making of\nan order for the winding up of the Company, to serve notice in writing on the\nCompany appointing some householder in Singapore upon whom all summonses,\nnotices, processes, orders and judgments in relation to or under the winding up\nof the Company may be served, and in default of such nomination the liquidator\nof the Company shall be at liberty on behalf of such member to appoint some such\nperson, and service upon any such appointee shall be deemed to be a good\npersonal service on such member for all purposes, and where the liquidator makes\nany such appointment he shall, with all convenient speed, give notice thereof to\nsuch member by a registered letter sent through the post and addressed to such\nmember at his address as appearing in the Register, and such notice shall be\ndeemed to be served on the day following that on which the letter is posted.\n\n                                    INDEMNITY\n\n      144. INDEMNITY OF DIRECTORS AND OFFICERS. Every Director, Managing\nDirector, agent, auditor, Secretary and other officer for the time being of the\nCompany shall be indemnified out of the assets of the Company, against any\nliability incurred by him in defending any proceedings whether civil or criminal\nin which judgement is given in his favour or in which he is acquitted or in\nconnection with any application under Section 391 of the Act in which relief is\ngranted to him by the Court in respect of any negligence, default, breach of\nduty or breach of trust.\n\n\n                                      -26-\n\n\n\n                                      -27-\n\n\nNames, Addresses and Occupations of Subscribers\n\n\n\/s\/ Ong Kian Min\n----------------------------------------\nONG KIAN MIN\n16-D Chatsworth Road\nSingapore 249778\n\nAdvocate &amp; Solicitor\n\n\n\/s\/ Yong Wei Ling Ivy\n----------------------------------------\nYONG WEI LING IVY \nBlk 667A Jurong West Street 65 \n#13-119 \nSingapore 641667\n\nAdvocate &amp; Solicitor\n\n\nDated this 14th day of January, 2000\n\n\nWitness to the above signatories:         \/s\/ Wendy Lee Su Lin\n                                          -----------------------------\n                                          WENDY LEE SU LIN\n                                          Advocate &amp; Solicitor\n                                          1 Robinson Road #18-00\n                                          AIA Tower\n                                          Singapore 048542\n\n\n\n\n                                  EXHIBIT 1.19\n\n                        Company Memorandum of Association\n\n\n                           THE COMPANIES ACT (CAP.50)\n\n                        PRIVATE COMPANY LIMITED BY SHARES\n\n                            MEMORANDUM OF ASSOCIATION\n\n                                       OF\n\n                            SB CHINA HOLDINGS PTE LTD\n\n\n      145. The name of the Company is \"SB CHINA HOLDINGS PTE LTD\".\n\n      146. The registered office of the Company will be situate in the Republic\nof Singapore.\n\n      147. The objects for which the Company is established are:\n\n      (1) To carry on business of an investment company and to act as \ninvestors, promoters and entrepreneurs and to carry on business as venture \ncapitalists, financiers, concessionaires, managers, advisers, brokers, traders, \ndealers, agents and to undertake and carry on and execute all kinds of \ninvestment, financial, commercial, trading and other operations.\n\n      (2) To carry on whether as principals, agents or otherwise howsoever the\nbusiness of lessors, estate agents or managers, realtors, developers,\nconsultants, builders, contractors, engineers, dealers in or vendors of all\ntypes of property including services.\n\n      (3) To carry on business as consultants and advisers in connection with\nall phases of industry and commerce, including general management, costing,\nindustrial relations, personnel, marketing distribution, manufacture, research,\nfinance, design, factory layouts, plant selection and all other related\nsubjects.\n\n      (4) To promote establish and carry on business as general merchants\nmanufacturers importers exporters commission agents del credere agents removers\npackers storekeepers factors and brokers of and dealers in and to promote the\nsales of all kinds of products commodities goods articles produce materials and\nsubstances and general merchandise and to import buy prepare manufacture render\nmarketable sell barter exchange pledge charge make advances on and otherwise\ndeal in or turn to account such products commodities goods articles produce\nmaterials and substances and general merchandise in their prepared manufactured\nor raw state and to undertake carry on and execute all kinds of commercial\ntrading and other manufacturing operations and all business whether wholesale or\nretail.\n\n\n                                       1-\n\n\n      (5) To carry on business as capitalists and concessionaires, and to\nundertake carry on and execute all kinds of commercial trading and other\noperations.\n\n      (6) To carry on any other trade or business whatsoever which can, in the\nopinion of the Company, be advantageously or conveniently carried on by the\nCompany by way of extension of or in connection with, or is calculated directly\nor indirectly to develop any branch of, the Company's business or to increase\nthe value of or turn to account any of the Company's assets, property or rights.\n\n      (7) To invest the capital and other moneys, including without \nlimitation, funds obtained from outside borrowings, of the Company in the\npurchase or upon the security of shares, stocks, debentures, debenture stocks,\nbonds, mortgages, obligations and securities of any kind issued or guaranteed by\nany company, corporation or undertaking of whatever nature, whether constituted\nor carrying on business in Singapore or elsewhere wheresoever, any shares,\nstocks, bonds, warrants, rights, coupons, talons, mortgages, obligations, and\nother securities issued or guaranteed by any government, sovereign, ruler,\ncommissioners, trust, municipal, local or other authority or body of whatever\nnature, whether in Singapore or elsewhere wheresoever.\n\n      (8) To subscribe for, conditionally or unconditionally to take, hold,\nsell, tender for, exchange and convert stocks, shares, debentures, debenture\nstocks, bonds, warrants, rights, coupons, talons, mortgages, obligations and\nother securities issued or guaranteed by any company, corporation or undertaking\nof whatever nature or by any government, sovereign, ruler, commissioners, trust,\nmunicipal, local or other authority or body of whatever nature, whether in\nSingapore or elsewhere wheresoever.\n\n      (9) To purchase, take on lease, exchange or acquire any lands, buildings\nand property of any tenure or description in Singapore and elsewhere and any\nestate or interest therein and any rights over or connected with any such lands,\nbuildings and property, whether or not subject to any charge or incumbrance and\nto hold or to sell lease let alienate, mortgage, charge or otherwise deal with\nall or any part or parts of such lands, buildings or property or any estate or\ninterest or rights therein.\n\n      (10) To develop and turn to account any land acquired by or in which the\nCompany is interested, and in particular by laying out and preparing the same\nfor building purposes, constructing, altering, pulling down, decorating,\nmaintaining, furnishing, fitting up and improving buildings and by planting,\npaying, draining, farming, cultivating, letting on a building lease or agreement\nand by advancing money to and entering into contracts and arrangements of all\nkinds with builders, tenants, purchasers and others.\n\n      (11) To purchase or otherwise acquire for investment or resale or as\nsecurity lands, houses, building, tenements, premises, plantations and all\nimmovable property of any tenure or any interest therein, and any movable\nproperty of any description or any interest therein and to hold, lease,\nsublease, exchange or otherwise deal with property of every description, whether\nimmovable or movable and whether for valuable consideration or not.\n\n      (12) To carry on all or any of the business or proprietors of flats,\nmaisonettes, dwelling-houses, shops, warehouses, stores and offices and for\nthese purposes to purchase, take on lease, or \n\n\n                                       2-\n\n\notherwise acquire and hold any lands or buildings of any tenure or description\nwherever situate, or rights or interest therein or connected therewith; to\nprepare building sites, and to construct, reconstruct, pull down, alter,\nimprove, decorate, furnish and maintain flats, maisonettes, dwelling-houses,\nshops, warehouses, stores, offices, buildings, works and conveniences of all\nkinds; to lay out roads and pleasure gardens and recreation grounds; to plant\ndrain or otherwise improve the land or any part thereof.\n\n      (13) To carry on business as builders and contractors and to construct,\nexecute, carry out, equip, improve, work, develop, administer, maintain, manage\nor control buildings and works of all kinds or to dismantle or demolish any such\nbuildings and works.\n\n      (14) To act as nominees, managers, receivers, stewards or agents in any\ncapacity and undertake or direct the management of property, lands, and estates\nof any tenure or kind of any persons whether members of the Company or not in\nthe capacity of stewards or receivers or otherwise, and to undertake and execute\nany trusts the undertaking of which may seem desirable and either gratuitously\nor otherwise and for any person, firm, company or authority whatsoever.\n\n      (15) To undertake and execute any contracts for works involving the \nsupply or use of plant and machinery and equipment of every description and for\nthat purpose to sell or let on hire the same and to carry out any ancillary or\nother works comprised in such contracts.\n\n      (16) To buy, sell, manufacture, repair, alter, improve, exchange, let out\non hire, import, export and deal in all works, plant, machinery tools, utensils,\nappliances, apparatus, products, materials, substances, articles and things\ncapable of being used in any business which the Company is competent to carry on\nor required by any customers of our persons having dealings with the Company or\ncommonly dealt in by persons engaged in any such business or which may seem\ncapable of being profitably dealt with in connection therewith and to\nmanufacture, experiment with, render marketable and deal in all residual\nproducts and by-products incidental to or obtained in any of the businesses\ncarried on by the Company.\n\n      (17) To consolidate, connect or sub-divide any of the properties of the\nCompany and to lease or dispose of the same in any manner and on such terms as\nthe Company may determine.\n\n      (18) To sell, improve, manage, develop, enfranchise, let on lease,\nmortgage, grant licenses or other rights or options over, exchange, dispose of\nor turn to account, all or any part of the lands, securities, assets,\nundertaking or property, movable or immovable, of the Company or any part\nthereof for such consideration as the Company may think fit, and in particular\nfor shares, stock, debentures, debenture stock, securities or obligations of any\nother company having objects altogether, or in part, similar to those of the\nCompany. \n\n      (19) To guarantee the payment or performance of any debts, contracts or\nobligations, or become surety for any person, firm or company for any purpose\nwhatsoever whether with or without security and whether or not the Company\nderives any benefit from doing so.\n\n\n                                       3-\n\n\n      (20) To act as agents for the collection, receipt or payment of money, \nand generally to act as agents for and render services to customers and others,\nand generally to give guarantees and indemnities.\n\n      (21) To purchase, charter, take in exchange, or otherwise acquire and \nhold ships, vessels and crafts of any kind or interests therein and to maintain,\nrepair, improve, alter, sell exchange or let out on hire or charter or otherwise\ndeal with and dispose of any ships or vessels aforesaid.\n\n      (22) To carry on all or any of the businesses of ship-owners, managers of\nshipping property, omnibus owners or managers, passengers or freight\ncontractors, carriers by land and sea, barge owners, lightermen, forwarding\nagents, ice merchants, refrigerating agents, storekeepers, warehousemen,\nwharfingers and general traders.\n\n      (23) To apply for, purchase or otherwise acquire any patents, brevets\nd'invention, licences, concessions and the like, conferring any exclusive or\nnon-exclusive or limited right to use any secret or other information as to any\ninvention or preparation which may seem capable of being used for any of the\npurposes of the Company or the acquisition of which may seem calculated directly\nor indirectly to benefit the Company and to use, exercise, develop or grant\nlicences in respect of or otherwise turn to account the property rights or\ninformation so acquired.\n\n      (24) To sell, exchange, dispose of, turn to account or otherwise deal \nwith the whole or any part of the undertaking, property, assets and rights of\nthe Company, either together or in portions for such consideration as may be\nagreed including stocks, shares, debentures, debenture stocks or other\nsecurities of any company purchasing the same.\n\n      (25) To acquire the whole or any part of the undertaking, property,\nassets, rights and liabilities of any person or company possessed of property\nsuitable for the purposes of the Company or carrying on any business which this\nCompany is authorised to carry on for such consideration as may be agreed\nincluding stocks shares debentures debenture stocks or other securities of the\nCompany. \n\n      (26) To enter into any partnership or joint-purse arrangement or\narrangement for sharing profits, union of interest or co-operation with any\ncompany, firm or person carrying on or proposing to carry on any business within\nthe objects of the Company, and to acquire and hold, sell, deal with or dispose\nof shares, stock or securities of any such company, and to guarantee the\ncontracts or liabilities of, or the payment of dividends, interest or capital on\nany shares, stock or securities of and to subsidise or otherwise assist any such\ncompany. \n\n      (27) To establish or promote or concur in establishing or promoting any\nother company whose objects shall include the acquisition and taking over of all\nor any of the assets and liabilities of the Company or the promotion of which\nshall be any manner calculated to advance directly or indirectly the objects or\ninterests of the Company, and to acquire and hold or dispose of shares, stocks\nor securities of and guarantee the payment of dividends, interest or capital on\nany shares, stock or securities issued by or any other obligations of any such\ncompany. \n\n\n                                       4-\n\n\n      (28) To amalgamate with any other company whose objects are or include\nobjects similar to those of the Company, whether by sale or purchase, for fully\nor partly paid up shares or otherwise, of the undertaking, subject to the\nliabilities of this or any such other company as aforesaid, with or without\nwinding up, or by sale or purchase (for fully or partly paid-up shares or\notherwise) of all or a controlling interest in the shares or stock of this or\nany such other company as aforesaid, or by partnership, or any arrangement of\nthe nature of partnership, or in any other manner.\n\n      (29) To borrow or raise or secure the payment of money for the purposes \nof or in connection with the Company's business in such manner and on such terms\nas the Company may think fit.\n\n      (30) To mortgage and charge the undertaking and all or any of the movable\nand immovable property and assets, present or future, and all or any of the\nuncalled capital for the time being of the Company, and to issue at par or at a\npremium or discount and for such consideration and with and subject to such\nrights, powers, privileges and conditions as may be thought fit, debentures or\ndebenture stocks and further to secure any securities of the Company by a trust\ndeed or other assurance.\n\n      (31) To receive money on deposit or loan upon such terms as the Company\nmay approve.\n\n      (32) To do all or any of the above things in any part of the world and\neither as principals, agents, contractors or otherwise and either alone or in\nconjunction with others and either by or through local managers, agents,\ntrustees or otherwise.\n\n      (33) To make donations for patriotic or for charitable purposes.\n\n      (34) To provide for the welfare of employees or ex-employees of the\nCompany and the wives and families or the dependants or relatives of such\npersons in such manner as the Company shall think fit and in particular by\nbuilding or contributing to the building of houses or dwellings or by grants of\nmoney, pensions, allowances, bonuses or other payments or by creating and from\ntime to time subscribing or contributing to provident and other associations,\ninstitutions, funds or trusts and by providing, subscribing for, or contributing\ntowards places of instruction and recreation, hospitals and dispensaries,\nmedical and other attendances and other assistance as the Company shall think\nfit.\n\n      (35) To do all such other things as in the opinion of the Company are\nincidental to or conducive to the attainment of any of the above objects or any\nobjects of a like or similar nature.\n\nThe objects specified in each paragraph of this clause shall, unless otherwise\nexpressed in such paragraph, be in no wise limited or restricted by reference to\nor inference from the terms of any other paragraph or group of paragraphs and\nshall be capable of being pursued as an independent object and either alone or\nin conjunction with all or any one or more of the other objects specified in the\nsame or in any other paragraph or group of paragraphs and the discontinuance or\nabandonment of all of any of the businesses or objects hereinbefore referred to\nshall not prevent the Company from carrying on any other business authorised to\nbe carried on by the Company and it is hereby expressly declared that in the\ninterpretation of this clause the meaning of any of the Company's objects shall\n\n\n                                       5-\n\n\nnot be restricted by reference to any other object or by the juxtaposition of\ntwo or more of them and that in the event of any ambiguity this clause shall be\nconstrued in such a way as to widen and not to restrict the powers of the\nCompany.\n\nAnd it is hereby further declared that the word \"company\" in this clause except\nwhere used in reference to the Company shall wherever the context so permits be\ndeemed to include any corporation (wherever incorporated) partnership or other\nbody of persons whether incorporated or not, and whether domiciled in the\nRepublic of Singapore or elsewhere.\n\n      148. The liability of the members of the Company is limited.\n\n149.        The authorised share capital of the Company is $100,000.00 divided \n      into 100,000 shares of $1.00 each. The shares in the original or any\n      increased capital may be divided into several classes and there may be\n      attached thereto respectively any preferential deferred qualified or other\n      special rights, privileges, conditions or restrictions as to dividend,\n      capital, voting or otherwise.\n\n\n\n                                       6-\n\n\n      WE, the several persons whose names and addresses are subscribed, are\ndesirous of being formed into a company in pursuance of this Memorandum of\nAssociation, and we respectively agree to take the number of shares in the\ncapital of the Company set opposite our respective names.\n\n--------------------------------------------------------------------------------\n\nNames, Addresses and                               Number of\nOccupations of                                     Shares taken\nSubscribers                                        by each Subscriber\n\n--------------------------------------------------------------------------------\n\nONG KIAN MIN                                       One\n16-D Chatsworth Road\nSingapore 249778\n\nAdvocate &amp; Solicitor\n\n\nYONG WEI LING IVY                                  One\nBlk 667A Jurong West St 65\n#13-119\nSingapore 641667\n\nAdvocate &amp; Solicitor\n\n\n--------------------------------------------------------------------------------\nTotal number of shares taken                       Two\n\n--------------------------------------------------------------------------------\n\nDated this 14th day of January 2000\n\n\n\nWitness to the above signatories:                  WENDY LEE SU LIN\n                                                   Advocate &amp; Solicitor\n                                                   1 Robinson Road #18-00\n                                                   AIA Tower\n                                                   Singapore  048542\n\n\n                                       7-\n\n\n\n                                 EXHIBIT 3.2(d)\n\n                       Form of Additional Investor Letter\n\n                                __________, 2000\n\n[Name of Investor]\n[Address]\n\nAttention:     [Mr.\/Ms. _____________]\n               [Title]\n\n               Re:  Softbank China Holdings Pte., Ltd.\n\nDear_________________________:\n    \n\n      This is to confirm our agreement regarding the issuance by Softbank China\nHoldings Pte., Ltd. (the \"Company\")] of _______ ordinary shares (the \"Shares\")\nrepresenting a ___% equity ownership interest in the Company to __________\n(\"Investor\"). All capitalized terms used herein and not otherwise defined shall\nhave the meanings ascribed to such terms in the Joint Venture Agreement with\nrespect to the Company dated as of May _, 2000 between SOFTBANK Corp. and UT\nStarcom, Inc. \n\n      1. Purchase and Sale. Subject to the terms and conditions set forth in\nthis agreement (the \"Agreement\"), Investor hereby agrees to purchase from the\nCompany and the Company hereby agrees to issue to Investor at the Closing\n(defined below), the Shares for the aggregate amount of $__________ (the\n\"Purchase Price\"), representing a per Share price of $__________. \n\n      2. Closing. The closing of the purchase and sale of the Shares (the\n\"Closing\") shall take place at the offices of Morrison &amp; Foerster LLP, AIG\nBuilding, 1lth Floor, 1-1-3 Marunouchi, Chiyoda-ku, Tokyo, Japan, at 10:00 a.m.\non ________, 2000, or at such other time and place as the Company and Investor\nshall agree (the \"Closing Date\"). \n\n      3. Delivery. Subject to the terms and conditions of this Agreement, at \nthe Closing, the Company shall deliver to Investor share certificates\nrepresenting the Shares, against Investor's delivery of written confirmation of\nInvestor's payment of the Purchase Price to the Company by wire transfer of\nJapanese yen in immediately available funds to the following account:\n\n        Bank name and branch:___________________\n        Bank address:___________________________\n        Bank telephone:_________________________\n        Account number:_________________________\n        Account name:___________________________\n        Swift #:________________________________\n\n\n\n      Promptly following the Closing Date, Company shall issue share\ncertificates representing the Shares to Investor.\n\n      4. Representations and Warranties. \n\n            (a) Representations and Warranties of the Company. The Company\nhereby represents and warrants to Investor that as of the date hereof and as of\nthe Closing Date, that the following statements are and shall be true and\ncorrect:\n\n                  (i) Organization. The Company is a corporation duly \norganized and validly existing under the laws of Singapore, and has the\ncorporate power and authority to enter into and perform this Agreement.\n\n                  (ii) Authorization. All corporate action on the part of the \nCompany necessary for the authorization, execution and delivery of this\nAgreement and for the performance of all of its obligations hereunder has been\ntaken, and this Agreement when fully executed and delivered, shall constitute a\nvalid, legally binding and enforceable obligation of the Company.\n\n                  (iii) Government and Other Consents. No consent, \nauthorization, license, permit, registration or approval of, or exemption or\nother action by, any domestic or foreign government, governmental authority,\ncourt, tribunal, agency or other regulatory, administrative or judicial agency,\ncommission or organization, and any subdivision, branch or department of any of\nthe foregoing (a \"Governmental Authority\"), or any natural individual,\nGovernmental Authority, partnership, firm, corporation or other business\nassociation (a \"Person\"), is required in connection with the Company's\nexecution, delivery and performance of this Agreement, or if any such consent is\nrequired, the Company has satisfied the applicable requirements.\n\n                  (iv) Effect of Agreement. The Company's execution, delivery \nand performance of this Agreement will not (A) violate the articles of\nincorporation of the Company or any provision of any applicable statute, rule,\nlaw, rule, regulation, directive, treaty, judgment, order, decree or injunction\nof any Governmental Authority (\"Applicable Law\"), (B) violate any judgment,\norder, writ, injunction or decree of any court applicable to the Company, (C)\nhave any effect on the compliance of the Company with any applicable licenses,\npermits or authorizations which would materially and adversely affect the\nCompany, (D) result in the breach of, give rise to a right of termination,\ncancellation or acceleration of any obligation with respect to (presently or\nwith the passage of time), or otherwise be in conflict with any term of, or\naffect the validity or enforceability of, any agreement or other commitment to\nwhich the Company is a party and which would materially and adversely effect the\nCompany, or (E) result in the creation of any lien, pledge, mortgage, claim,\ncharge or encumbrance upon any assets of the Company.\n\n                  (v) Litigation. There are no actions, suits or proceedings \npending or, to the Company's knowledge, threatened, against the Company before\nany Governmental Authority which question the Company's right to enter into or\nperform this Agreement, or which question the validity of this Agreement.\n\n\n                                      -2-\n\n\n                  (vi) Valid Issuance of the Shares. The Shares, when issued, \nsold and delivered in accordance with the terms of this Agreement for the\nconsideration expressed herein, will be duly and validly issued, and upon\nInvestor's payment of the Purchase Price, will be fully paid and nonassessable,\nand will be free of restrictions on transfer other than restrictions on transfer\nunder this Agreement and under Applicable Law.\n\n            (b) Representations and Warranties of Investor. Investor hereby\nrepresents and warrants to the Company that as of the date hereof and as of the\nClosing Date, that the following statements are and shall be true and correct:\n\n                  (i) Organization. Investor is duly organized and validly \nexisting under the laws of [__________] and has the requisite power and\nauthority to enter into and perform this Agreement.\n\n                  (ii) Authorization. All corporate or other action on the part \nof Investor necessary for the authorization, execution and delivery of this\nAgreement and for the performance of all of its obligations hereunder has been\ntaken, and this Agreement, when fully executed and delivered, shall constitute a\nvalid, legally binding and enforceable obligation of Investor.\n\n                  (iii) Government and Other Consents. No consent, \nauthorization, license, permit, registration or approval of, or exemption or\nother action by, any Governmental Authority, or any other Person, is required in\nconnection with Investor's execution, delivery and performance of this\nAgreement, or if any such consent is required, Investor has satisfied any\napplicable requirements.\n\n                  (iv) Effect of Agreement. Investor's execution, delivery and\nperformance of this Agreement will not (A) violate its organizational documents\nor any provision of Applicable Law, (B) violate any judgment, order, writ,\ninjunction or decree of any court applicable to Investor, (C) have any effect on\nthe compliance of Investor with any applicable licenses, permits or\nauthorizations which would materially and adversely affect Investor, (D) result\nin the breach of, give rise to a right of termination, cancellation or\nacceleration of any obligation with respect to (presently or with the passage of\ntime), or otherwise be in conflict with, any term of, or affect the validity or\nenforceability of any agreement or other commitment to which Investor is a party\nand which would materially and adversely affect Investor, or (E) result in the\ncreation of any lien, pledge, mortgage, claim, charge or encumbrance upon any\nassets of Investor.\n\n                  (v) Litigation. There are no actions, suits or proceedings \npending or, to Investor's knowledge, threatened, against Investor before any\nGovernmental Authority which question Investor's right to enter into or perform\nthis Agreement, or which question the validity of this Agreement.\n\n                  (vi) Investment Intent, Investment Experience. The Shares will\nbe acquired solely for investment purposes, for Investor's own account, not as a\nnominee or agent, and not with a view to the resale or distribution of any part\nthereof, except as expressly permitted hereby. Investor believes it has acquired\nsufficient information about the Company to reach an informed decision to\npurchase the Shares. Investor has such business and financial experience as is\nrequired \n\n\n                                      -3-\n\n\nto give it the capacity to protect its own interest in connection with the\npurchase of the Shares. Investor acknowledges and agrees that the Shares are\nbeing offered in a transaction not involving any public offering in Japan or the\nUnited States.\n\n      5. Closing Conditions.\n\n            (a) Investor's obligation to purchase the Shares at the Closing \nare subject to the fulfillment or waiver by the Company of the following\nconditions: (i) the representations and warranties made by the Company above\nshall be true and correct in all material respects when made and on the Closing\nDate with the same force and effect as if they had been made on and as of such\ndate, and (ii) all covenants, agreements and conditions contained in this\nAgreement to be performed by the Company on or prior to the Closing Date shall\nhave been performed in accordance with the terms hereof.\n\n            (b) The Company's obligation to issue the Shares to Investor at \nthe Closing are subject to the fulfillment or waiver by Investor of the\nfollowing conditions: (i) the representations and warranties made by Investor\nabove shall be true and correct in all material respects when made and on the\nClosing Date with the same force and effect as if they had been made on and as\nof such date, and (ii) all covenants, agreements and conditions contained in\nthis Agreement to be performed by Investor on or prior to the Closing Date shall\nhave been performed in accordance with the terms hereof.\n\n      6. Additional Agreements.\n\n            (a) Investor agrees that it will vote all of the Shares, and all\nother shares of ordinary shares and other securities of the Company\n(\"Securities\") now or hereafter owned by it, as directed by SOFTBANK Corp.\n(\"SOFTBANK\") from time to time. Investor's obligations pursuant to this\nparagraph shall terminate upon the closing of the Company's initial public\noffering.\n\n            (b) Investor agrees to hold its Securities and, except as \npermitted pursuant to this paragraph, not to sell, transfer, assign, hypothecate\nor in any way alienate any of its Securities or any right or interest therein\nexcept a sale to a wholly-owned subsidiary of Investor (in which case Investor\nshall forward a written notice (a \"Notice\") to SOFTBANK at least 30 days in\nadvance of the proposed sale and provide such information relating thereto\nSOFTBANK may reasonably request). In the event that SOFTBANK proposes to sell\nall of its Securities, it may elect, by forwarding a Notice to Investor, to\nrequire Investor to include all of its Securities in the proposed sale, on the\nsame terms and conditions applicable to the sale by SOFTBANK. The rights granted\npursuant to this paragraph shall terminate upon the closing of Company's initial\npublic offering.\n\n            (c) Investor agrees that, if it commits a material breach of this\nAgreement, and such breach continues for a period of thirty (30) days after the\ndelivery of written notice of the default, SOFTBANK shall have the right, but\nnot the obligation, to purchase all of the Shares and all other Securities then\nowned by Investor for the purchase price at which Investor acquired such\nSecurities. SOFTBANK may exercise such right by forwarding a written notice of\nelection to Investor. Such right shall be assignable by SOFTBANK in its\ndiscretion and shall be in addition to, and shall not limit in any respect, any\nremedies available under Applicable Law.\n\n\n                                      -4-\n\n\n      7. Miscellaneous. (a) This Agreement shall be governed by, and\nconstrued in accordance with, the laws of Japan. (b) The representations,\nwarranties, covenants and agreements made herein shall survive the Closing. (c)\nThe rights and obligations hereunder may not be assigned or delegated by\nInvestor without SOFTBANK's prior written consent, except by Investor to a\nwholly-owned subsidiary in connection with a sale of Securities in accordance\nwith paragraph 6(b). The provisions hereof shall inure to the benefit of, and be\nbinding upon, the successors and permitted assigns of the parties hereto. (d)\nThis Agreement constitutes the full and entire understanding and agreement\nbetween the parties with regard to the subject matter hereof. Any term of this\nAgreement may be amended and the observance of any term of this Agreement may be\nwaived, only with the written consent of SOFTBANK and Investor. (e) Investor\nagrees to maintain in confidence and not to disclose the existence. and terms of\nthis Agreement and of discussions regarding the transactions contemplated\nhereby, except for disclosure to its employees, financial or legal advisors on a\n\"need to know\" basis. (f) In the event that any provision of this Agreement is\ninvalid, illegal or unenforceable, the validity, legality and enforceability of\nthe remaining provisions shall not in any way be affected or impaired thereby.\n(g) This Agreement may be executed in any number of counterparts, each of which\nshall be an original, but all of which together shall constitute one instrument.\nExecution and delivery of this Agreement by exchange of facsimile copies bearing\nthe facsimile signature of a party hereto shall constitute a valid and binding\nexecution and delivery of this Agreement by such party.\n\n\n                                      -5-\n\n\n      If the foregoing is consistent with the Investor's understanding, please\nsign this Agreement where indicated below and return to SOFTBANK the Company a\nfully-executed original.\n\n      Very truly yours,\n      SOFTBANK CHINA HOLDINGS PTE., LTD.\n\n\n      By:____________________________\n      Name:__________________________\n      Title:_________________________\n\n\n      [INVESTOR]\n\n\n      _______________________________\n\n\n      By:____________________________\n      Name:__________________________\n      Title:_________________________\n      Date:_______________, 2000\n\n\n      acknowledged:\n\n      SOFTBANK CORP.\n\n\n      By:____________________________\n      Name:__________________________\n      Title:_________________________\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9205],"corporate_contracts_industries":[9516],"corporate_contracts_types":[9613,9617],"class_list":["post-42414","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-utstarcom-inc","corporate_contracts_industries-telecommunications__equipment","corporate_contracts_types-operations","corporate_contracts_types-operations__jv"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42414","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42414"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42414"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42414"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42414"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}