THE COMPANIES ACT, CAP. 50
REPUBLIC OF SINGAPORE
_____________________________________________
PRIVATE COMPANY LIMITED BY SHARES
_____________________________________________
MEMORANDUM AND
ARTICLES OF ASSOCIATION OF
SANGUI BIOTECH SINGAPORE PTE. LTD.
_____________________________________________
Incorporated on the 25th day of May 1999
_____________________________________________
Arthur Andersen Corporate Services
10 Hoe Chiang Road
#17-02 Keppel Towers
Singapore 089315
Lodged in the Office of the
Registrar of Companies, Singapore
<PAGE>
FORM 9
THE COMPANIES ACT, CAP. 50
SECTION 19(4)
COMPANY NO.
199902823D
CERTIFICATE OF INCORPORATION OF PRIVATE COMPANY
THIS IS TO CERTIFY THAT SANGUI BIOTECH SINGAPORE PTE. LTD. IS INCORPORATED
UNDER THE COMPANIES ACT, CAP. 50, ON AND FROM 25/05/1999 AND THAT THE COMPANY
IS A PRIVATE COMPANY LIMITED BY SHARES.
GIVEN UNDER MY HAND AND SEAL ON 25/05/1999
[ Singapore Registrar Seal]
/s/ Miss Tan Shook Yng
MISS TAN SHOOK YNG
SENIOR ASST REGISTRAR OF COMPANIES AND BUSINESSES
SINGAPORE
<PAGE>
INDEX
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PAGE
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CERTIFICATE OF INCORPORATION
MEMORANDUM OF ASSOCIATION:-
Name Clause 1
Location Clause 1
Objects Clauses 1- 4
Liability Clause 5
Capital Clause 5
ARTICLES OF ASSOCIATION
Table "A" excluded 7
Interpretation 7
Private Company 8
Share Capital and Variation of Rights 8 - 9
Lien 9 -10
Calls on Shares 10 -11
Transfer of Shares 11
Transmission of Shares 11-12
Forfeiture of Shares 12 -13
Conversion of Shares into Stock 13
Alteration of Capital 13 -14
General Meetings 14
Proceeding at General Meetings 15 -17
Directors: Appointment, Rotation, Vacation, etc. 18 -19
Powers and Duties of Directors 20
Proceedings of Directors 21- 22
Managing Director 23
Associate Directors 23
Secretary 23
Seal 23
Accounts 23
Dividends and Reserves 24 - 25
Capitalisation of Profits 25
Audit 25
Notices 26
Winding Up 26
Indemnity 27
<PAGE>
COMPANIES ACT, CAP. 50
COMPANY LIMITED BY SHARES
MEMORANDUM OF ASSOCIATION
OF
SANGUI BIOTECH SINGAPORE PTE. LTD.
1. The name of the Company is SANGUI BIOTECH SINGAPORE PTE. LTD.
2. The Registered Office of the Company will be situated in the Republic of
Singapore.
3. The objects for which the Company is established are:
(a) To engage in biotechnology and biomedical research in all their
respective branches and to collect, collate, prepare and distribute (by way of
sale, licence, concessions or otherwise) information and statistics relating
thereto and to train personnel for the biotechnology and biomedical industries
and to advance the skills of such personnel.
(b)(i) T o manufacture, assemble, install, maintain, repair, sell, export,
import and otherwise deal in biotechnology-based and biomedical-based products
and equipment of all kinds and descriptions.
(b)(ii) To carry on business in the respective realms of biotechnology and
biomedical research consultants, advisers on all matters relating to the
biotechnology and biomedical industries and professions, and to advise upon
means and methods for extending, developing and improving all types of
processes, systems, businesses, industries having a biotechnology-based or
biomedical-based connection.
(c) To carry on (whether as principal or agent) all or any of the
businesses of manufacturing, blending, mixing, preparing, supplying, developing,
refining, storing, distributing, marketing, importing, exporting, buying,
selling, dealing in (whether by wholesale or retail) and research and
development in the applications) of biotechnological processes to all products
(whether of animal, vegetable, mineral or micro-organism origin) including but
not limited to materials, flavours, fragrances, essences, oils, preservatives,
substances and ingredients for food, cosmetics, pharmaceutical, medicinal or
chemical products and to carry on any other business or businesses which can be
conveniently carried on by the Company whether or not in connection with any of
the abovenamed objects.
(d) To develop and turn to account any land acquired by or in which the
Company is interested, and in particular by laying out and preparing the same
for building purposes, constructing, altering, pulling down, decorating,
maintaining, furnishing, fitting up and improving building, and by planting,
paving, draining, farming, cultivating, letting on building lease or building
agreement, and by advancing money to and entering into contracts and agreements
of all kinds with builders, tenants and others.
(e) To purchase or otherwise acquire investment lands, houses,
theatres, buildings, plantations, and immovable property of any description or
any interest therein.
<PAGE>
(f) To buy, sell, manufacture, repair, alter, improve, exchange, let out on
hire, import, export and deal in all works, plant, machinery, tools, utensils,
appliances, apparatus, products, materials, substances, articles and things
capable of being used in any business which this Company is competent to
carry on or required by any customers of or persons having dealings with the
Company or commonly dealt in by persons engaged in any such business or which
may seem capable of being profitable dealt with in connection therewith and
to manufacture, experiment with, render marketable and deal in all products of
residual and by-products incidental to or obtained in any of the businesses
carried on by the Company.
(g) To purchase or otherwise acquire and hold and charter ships and vessels
of all kinds.
(h) To purchase, acquire, hold shares, stocks, debentures, debenture stocks,
bonds, obligations and securities issued or guaranteed by any company
constituted or carrying on business in any part of the world and debentures,
debenture stocks, bonds, obligations and securities issued or guaranteed by any
government, sovereign rules, commissioner, public body, or authority supreme,
municipal, local or otherwise, at home or abroad.
(i) To purchase, take on lease in exchange, hire or otherwise acquire any
real or personal property licences, rights or privileges and to construct,
maintain and alter any buildings or works necessary or convenient for the
purposes of the Company.
(j) To apply for purchase or otherwise acquire any patents, brevets,
d'invention, licences, concessions and the like, conferring any exclusive or
non-exclusive or limited right to use or any secret or other information as to
any invention or preparation which may seem capable of being used for any of the
purposes of the Company or the acquisition of which may seem calculated directly
or indirectly to benefit the Company and to use, exercise, develop or grant
licences in respect of or otherwise turn to account the property rights or
information so acquired.
(k) To erect, construct, lay down, enlarge, alter and maintain any roads,
railways, tramways, sidings, bridges, reservoirs, ship building yards, shops,
stores, factories, building works, plant and machinery necessary or convenient
for the Company's business, and to contribute to or subsidise the erection,
construction and maintenance of any of the above.
(l) To borrow or raise or secure the payment of money for the purposes of
or in connection with the Company's business, and for the purposes of or in
connection with the borrowing or raising of money by the Company to become a
member of any building society.
(m) To mortgage and charge the undertaking of all or any of the real and
personal property and assets, present or future, and all or any of the uncalled
capital for the time being of the Company, and to issue at par or at a premium
or discount, and for such consideration and with and subject to such rights,
powers, privileges and conditions as may be thought fit, debentures, or
debenture stock, either permanent or redeemable or repayable, and collaterally
or further to secure any securities of the Company by a trust deed or other
assurance.
<PAGE>
(n) To issue and deposit any securities which the Company has power to issue
by way of mortgage to secure any sum less than the nominal amount of such
securities, and also by way of security for the performance of any contracts or
obligations of the Company or of its customers or other persons or corporations
having dealings with the Company, or in whose business or undertakings the
Company is interested, whether directly or indirectly.
(o) To guarantee the obligations and contracts of customers and others.
(p) To make advances to customers and others with or without security, and
upon such terms as the Company may approve.
(q) To grant pensions, allowances, gratuities and bonuses to officers,
ex-officers, employees or ex-employees of the Company or its predecessors in
business or the dependants or connections of such persons, to establish and
maintain or concur in establishing and maintaining trusts, funds or schemes
(whether contributory or non contributory) with a view to provide pensions or
other benefits for any such persons as aforesaid, their dependants or
connections and to support or subscribe to any charitable funds or institutions,
the support of which may, in the opinion of the directors, be calculated
directly or indirectly to benefit the Company or its employees, and to institute
and maintain other establishment or profit-sharing scheme calculated to advance
the interests of the Company or its officers or employees.
(r) To draw, make, accept, endorse, negotiate, discount and execute
promissory notes, bills of exchange and other negotiable instruments.
(s) To pay for any property or rights acquired by the Company, either in
cash or fully or partly paid-up shares, with or without preferred or deferred or
special rights or restrictions in respect of dividend, repayment of capital,
voting or otherwise, or by any securities which the Company has power to issue,
or partly in one mode and partly in another, and generally on such terms as the
Company may determine.
(t) To accept payment for any property or rights sold or otherwise disposed
of or dealt with by the Company, either in cash, by instalments or otherwise, or
in fully or partly paid-up shares of any company or corporation, with or without
deferred or preferred or special rights or restrictions in respect of dividend,
repayment of capital, voting or otherwise, or in debentures or mortgage
debenture or debenture stock, mortgages, or other securities of any company or
corporation, or partly in one mode and partly in another, and generally on such
terms as the Company may determine, and to hold, dispose of any shares, stock or
securities so acquired.
(u) To enter into any partnership or joint venture arrangement or
arrangement for sharing profits, union of interests or co-operation with any
company, firm or person carrying on or proposing to carry on any business within
the objects of this Company, and to acquire and hold, or dispose of shares,
stock or securities of any such Company, and to guarantee the contracts or
liabilities of, or the payment of the dividends, interests or capital of any
shares, stock or securities of and to subsidise or otherwise assist any such
Company.
(v) To make donations for patriotic or for charitable purposes.
<PAGE>
(w) To establish or promote or concur in establishing or promoting any other
company whose objects shall include the acquisition and taking over of all or
any of the assets and liabilities of this Company or the promotion of which
shall be in any manner calculated to advance directly or indirectly the objects
or interests of this Company, and to acquire and hold or dispose of shares,
stocks or securities of and guarantee the payment of the dividends, interest or
capital of any shares, stock or securities issued by or any other obligations of
any such Company.
(x) To purchase or otherwise acquire and undertake all or any part of the
business, property, assets, liabilities and transactions of any person, firm or
company carrying on any business which this Company is authorised to carry on.
(y) To sell, improve, manage, develop, turn to account, exchange, let on
rent, royalty, share of profits or otherwise grant licences, easements and other
rights in or over, and in any other manner deal with or dispose of the
undertaking and all or any of the property and assets for the time being of the
Company for such consideration as the Company may think fit.
(z) To amalgamate with any other company whose objects are or include
objects similar to those of this Company, whether by sale or purchase (for fully
or partly paid-up shares, or otherwise) of the undertaking, subject to the
liabilities of this or any such other company as aforesaid, with or without
winding up, or by sale or purchase (for fully or partly paid-up shares or
otherwise) of all or a controlling interest in the shares or stock of this or
any such other company as aforesaid, or by partnership, or any arrangement of
the nature of partnership, or in any other manner.
(za) To distribute among the members in specie any property of the Company,
or any proceeds of sale or disposal of any property of the Company, but so that
no distribution amounting to a reduction of capital be made except with the
sanction (if any) for the time being required by law.
(zb) To do all or any of the above things in any part of the world, and
either as principals, agents, trustees, contractors, or otherwise, and either
alone or in conjunction with others, and either by or through agents, trustees,
sub-contractors or otherwise.
(zc) To do all such things as are incidental or conducive to the above
objects or any of them.
AND IT IS HEREBY declared that the word "Company", save when used in reference
to this Company in this clause, shall be deemed to include any partnership or
other body of persons, whether incorporated or not, whether domiciled in
Singapore or elsewhere. None of the subclauses of this clause or the objects
therein specified or the powers thereby conferred shall be deemed subsidiary or
auxiliary merely to the objects mentioned in the first sub-clause of this
clause, the intention being that the objects specified in each sub-clause of
this clause shall, except where otherwise expressed in such clause, be
independent main objects and shall be in no way limited or restricted by
reference to or interference from the terms of any other subclause or the name
of the Company, but the Company shall have full power to exercise all or any of
the powers conferred by any part of this clause in any part of the world and
notwithstanding that the business undertaking, property or act proposed to be
transacted, acquired, dealt with or performed does not fall within the objects
of the first sub-clause of this clause.
<PAGE>
4. The liability of the members is limited.
5. The share capital of the Company is $100,000.00 divided into 100,000
shares of $1.00 each. The shares in the original or any increased capital may
be divided into several classes, and there may be attached thereto respectively
any preferential, deferred or other special rights, privileges, conditions or
restrictions as.to dividends, capital, voting or otherwise.
We, the several persons whose names and addresses are subscribed, are desirous
of being formed into a Company in pursuance of this Memorandum of Association,
and we respectively agree to take the number of shares in the capital of the
Company set opposite our respective names.
Number of Shares
Names, Addresses and Description taken by each
of Subscribers Subscriber
Sim Guan Seng one
360 Pasir Panjang Road
#04-14
Singapore 118699
Accountant
Tang Cheng Lin one
16 jalan Sampurna
Singapore 268282
Accountant
Dated this 19th day of May 1999
Witness to the-above signatures:-
/s/ Juliet Ang
Name: Juliet Ang [stamp:
Advocate & Solicitor Juliet Ang
Address: 200 Cantonment Road, #02-08 Southpoint Advocate & Solicitor
Singapore 089763 Singapore]
Total number of shares taken TWO
<PAGE>
PRIVATE COMPANY LIMITED BY SHARES
ARTICLES OF ASSOCIATION
OF
SANGUI BIOTECH SINGAPORE PTE. LTD.
(Incorporated in the Republic of Singapore)
TABLE "A" EXCLUDED
1. The regulations in Table "A" in the Fourth Schedule to the Companies
Act, Cap. 50, shall not apply to the Company, except in so far as the
same are repeated or contained in these articles.
INTERPRETATION
2. In these articles, unless the subject or context otherwise
requires, the words standing in the first column of the table next hereinafter
contained shall bear the meaning set opposite to them respectively in the
second column thereofB
The Company: SANGUI BIOTECH SINGAPORE PTE. LTD.
The Act: The Companies Act, Cap. 50
These Articles: These articles of association as originally framed or as
altered from time to time by special resolutions.
The directors: The directors for the time being of the Company.
The office: The registered office for the time being of the Company.
The Seal: The Common Seal of the Company.
The secretary: Any person appointed to perform the duties of a secretary of
the Company.
Words importing the singular number shall also include the plural number, and
vice versa.
Words importing the masculine gender shall also include the feminine gender; and
Words importing persons shall also include corporations.
Expressions referring to writing shall, unless the contrary intention appears,
be construed as including references to printing, lithography, photography and
other modes of representing or reproducing words in a visible form
Words or expressions contained in these Regulations shall be interpreted in
accordance with the provisions of the Interpretation Act, Cap. 1, and of the Act
as in force at the date at which these Regulations become binding on the
Company.
<PAGE>
PRIVATE COMPANY
The Company is a private Company and accordingly:
(a) The right to transfer shares in the Company shall be restricted in
the manner hereinafter appearing.
(b) The number of members of the Company (counting joint holders of
shares as one person and not counting any person in the employment of
the Company or of its subsidiaries or any person who while previously
in the employment of the Company or of its subsidiaries was and
thereafter has continued to be a member of the Company) shall be
limited to fifty.
(c) No invitation shall be made to the public to subscribe for any
shares or debentures of the Company.
(d) No invitation shall be made to the public to deposit money with the
Company for fixed periods or payable at call, whether bearing or not
bearing interest.
SHARE CAPITAL AND VARIATION OF RIGHTS
4. The share capital of the Company as authorised by the Memorandum
of Association of the Company is S$100,000.00 divided into 100,000
shares of $1.00 each.
5. Without prejudice to any special rights previously conferred on the
holders of any existing shares or class of shares but subject to the Act,
shares in the Company may be issued by the directors and any such share
may be issued with such preferred, deferred, or other special rights or such
restrictions, whether in regard to dividend, voting, return of capital, or
otherwise, as the directors subject to any ordinary resolution of the
Company, determine.
6. Subject to the Act, any preference shares may, with the sanction of
an ordinary resolution, be issued on the terms that they are, or at the
option of the Company are liable, to be redeemed.
7. If at any time the share capital is divided into different classes of
shares, the rights attached to any class (unless otherwise provided
by the terms of issue of the shares of that class) may, whether or not
the Company is being wound up, be varied with the consent in
writing of the holders of three-fourths of the issued shares of that class, or
with the sanction of a special resolution passed at a separate general meeting
of the holders of the shares of the class. To every such separate general
meeting the provisions of these articles relating to general meetings shall
mutatis mutandis apply, but so that the necessary quorum shall be two
<PAGE>
persons at least holding or representing by proxy one-thud of the issued
shares of the class and that any holder of shares of the class present in person
or by proxy may demand a poll. To every such special resolution the
provisions of Section 184 of the Act shall with such adaptations as are
necessary apply.
8. The rights conferred upon the holders of the shares of any class
issued with preferred or other rights shall, unless otherwise expressly
provided by the terms of issue of the shares of that class, be deemed
to be varied by the creation or issue of further shares ranking equally
therewith.
9. The Company may exercise the powers of paying commissions
conferred by the Act, provided that the rate per cent or the amount of
commission paid or agreed to be paid shall be disclosed in the manner
required by the Act and the commission shall not exceed the rate of 10
percent of the price at which the shares in respect whereof the same is
paid are issued or an amount equal to 10 per cent of that price (as the
case may be). Such commission may be satisfied by the payment of cash
or the allotment of fully or partly paid shares or partly in one way and
partly in the other. The Company may also on any issue of shares pay
such brokerage as may be lawful.
10. Except as required by law, no person-shall be recognised by the
Shares held Company as holding any share upon any trust, and the Company shall
in trust not be bound by or be compelled in anyway to. recognise (even when
having notice thereof) any equitable, contingent, future, or partial
interest in any share or unit of a share or (except only as by these articles
or by law otherwise provided) any other rights in respect of any share
except an absolute right to the entirety thereof in the registered holder.
11. Every person whose name is entered as a member in the register of
members shall be entitled without payment to receive a certificate
under the seal of the Company in accordance with the Act but in
respect of a share or shares held jointly by several persons the Company
shall not be bound to issue more than one certificate, and delivery of a
certificate for a share to one of several joint holders shall be sufficient
delivery to all such holders.
LIEN
12. The Company shall have a first and paramount lien on every share
(not being a fully paid share) for all money (whether presently payable or
not) called or payable at a fixed time in respect of that share, and the
Company shall also have a first and paramount lien on all shares (other
than fully paid shares) registered in the name of a single person for all
money presently payable by him or his estate to the Company; but the
directors may at any time declare any share to be wholly or in part
exempt from the provisions of this article. The Company's lien, if any,
on a share shall extend to all dividends payable thereon.
<PAGE>
13. The Company may sell, in such manner as the directors think fit, any
shares on which the Company has a lien, but no sale shall be made
unless a sum in respect of which the lien exists is presently payable, nor
until the expiration of fourteen days after a notice in writing, stating
and demanding payment of such part of the amount in respect of which
the lien exists as is presently payable, has been given to the registered
holder for the time being of the share, or the person entitled -thereto by
reason of his death or bankruptcy.
14. To give effect to any such sale the directors may authorise some
person to transfer the shares sold TO the purchaser thereof. The purchaser shall
be registered as the holder of the shares comprised in any such transfer,
and he shall not be bound TO see TO the application of the purchase
money, nor shall his title TO the shares be affected by any irregularity or
invalidity in the proceedings in reference to the sale.
15. The proceeds of the sale shall be received by the Company and
applied in payment of such part of the amount in respect of which the lien
exists as is presently payable, and the residue, if any, shall (subject to
a like lien for sums not presently payable as existed upon the
shares before the sale) be paid to the person entitled to the shares at
the date of the sale.
16. No member shall be entitled to receive any dividend or to exercise
any privileges as a member until he shall have paid all calls for the time
being due and payable on every share held by him, whether alone
or jointly with any other person, together with interest and expenses
(if any).
CALLS ON SHARES
17. The directors may from time to time make calls upon the members in
respect of any money unpaid on their shares (whether on account of the
nominal value of the shares or by way of premium) and not by the
conditions of allotment thereof made payable at fixed times, provided
that no call shall exceed one-fourth of the nominal value of the share or
be payable at less than one month from the date fixed for the payment of
the last preceding call, and each member shall (subject to receiving at
least fourteen days' notice specifying the time or times and place of
payment) pay to the Company at the time or times and place so specified
the amount called on his shares. A call may be revoked or postponed as
the directors may determine.
18. A call shall be deemed to have been made at the time when the
resolution of the directors authorising the call was passed and may be
required to be paid by instalments.
<PAGE>
19. The joint holders of a share shall be jointly and severally liable
to pay all calls in respect thereof.
20. If a sum called in respect of a share is not paid before or on the day
appointed for payment thereof, the person from whom the sum is due
shall pay interest on the sum from the day appointed for payment
thereof to the time of actual payment at such rate not exceeding 8 per
cent per annum as the directors may determine, but the directors shall be
at liberty to waive payment of that interest wholly or in part.
21. Any sum which by the terms of issue of a share becomes payable on
allotment or at any fixed date, whether on account of the nominal value
of the share or by way of premium, shall for the purposes of these
articles be deemed to be a call duly made and payable on the date on
which by the terms of issue the same becomes payable, and in case of
non-payment all the relevant provisions of these articles as to payment of
interest and expenses, forfeiture, or otherwise shall apply as if the sum
had become payable by virtue of a call duly made and notified.
22. The directors may, on the issue of shares, differentiate between the
holders as to the amount of calls to be paid and the times of payment.
23. The directors may, if they think fit, receive from any member
willing to advance the same all or any part of the money uncalled and unpaid
upon any shares held by him, and upon all or any part of the money so
advance may (until the same would, but for the advance, become
payable) pay interest at such rate not exceeding (unless the Company in
general meeting shall otherwise direct) 8 per cent per annum as may be
agreed upon between the directors and the member paying the sum in
advance.
TRANSFER OF SHARES
24. Subject to these articles any member may transfer all or any of
his shares by instrument in writing in any usual or common form or
in any other form which the directors may approve. The instrument
shall be executed by or on behalf of the transferor and the transferor
shall remain the holder of the shares transferred until the transfer is
registered and the name of the transferee is entered in the register of
members in respect thereof.
25. The instrument of transfer must be left for registration at the
registered office of the Company together with such fee not exceeding SS1.00 as
of the directors from time to time may require, accompanied by the
certificate of the shares to which it relates and such other evidence as the
directors may reasonably require to show the right of the transferor to
make the transfer, and thereupon the Company shall subject to the
<PAGE>
powers vested in the directors by these articles register the transferee as
a shareholder and retain the instrument of transfer.
26. The directors may decline to register any transfer of shares not being
fully paid shares to a person of whom they do not approve and may
also decline to register any transfer of shares on which the Company
has a lien.
27. The registration of transfers may be suspended at such times and for
such periods as the directors may from time to time determine not
exceeding in the whole thirty days in any year.
TRANSMISSION OF SHARES
28. In case of the death of a member the survivor or survivors where
the deceased was a joint holder, and the legal personal representatives
of the deceased where he was a sole holder, shall be the only persons
recognised by the Company as having any title to his interest in the
shares; but nothing herein contained shall release the estate of a
deceased joint holder from any liability in respect of any share which
had been jointly held by him with other persons.
29. Any person becoming entitled to a share in consequence of the death
or bankruptcy of a member may, upon such evidence being produced
as may from time to time properly be required by the directors and
subject as hereinafter provided, elect either to be registered himself
as holder of the share or to have some person nominated by him
registered as the transferee thereof, but the directors shall in either case
have the same right to decline or suspend registration as they would
have had in the case of a transfer of the share by that member before his
death or bankruptcy.
30. If the person so becoming entitled elects to be registered himself,
he shall deliver or send to the Company a notice in writing signed by
him stating that he so elects. If he elects to have another person
registered he shall testify his election by executing to that person a
transfer of the share. All the limitations, restrictions, and provisions of
these articles relating to the right to transfer and the registration of
transfers of shares shall be applicable to any such notice or transfer as
aforesaid as if the death or bankruptcy of the member had not occurred
and the notice or transfer were a transfer signed by that member.
31. Where the registered holder of any share dies or becomes bankrupt;
his personal representative or the assignee of his estate, as the case may be
shall, upon the production of such evidence as may from time to time
be properly required by the directors in that behalf, be entitled to the
same dividends and other advantages, and to the same rights
(whether in relation to meetings of the Company, or to voting, or
otherwise), as the registered holder would have been entitled to if he had
not died or become bankrupt; and where two or more persons are jointly
<PAGE>
entitled to any share in consequence of the death of the registered holder
they shall, for the purposes of these articles, be deemed to be joint
holders of the share.
FORFEITURE OF SHARES
32. If a member fails to pay any call or instalment of a call on the day
appointed for payment thereof, the directors may, at any time
thereafter during such time as any part of the call or instalment
remains unpaid, serve a notice on him requiring payment of so much of
the call or instalment as is unpaid; together with any interest which may
have accrued.
33. The notice shall name a further day (not earlier than the expiration of
fourteen days from the date of service of the notice) on or before which
the payment required by the notice is to be made and shall state that in
the event of non-payment at or before the time appointed the shares in
respect of which the call was made will be liable to be forfeited.
34. If the requirements of any such notice as aforesaid are not
complied with, any share in respect of which the notice has been given may at
any time thereafter, before the payment required by the notice has been
made, be forfeited by a resolution of the directors to that effect. Such
forfeiture shall include all dividends declared in respect of the forfeited
shares and not actually paid before the forfeiture.
35. A forfeited share may be sold or otherwise disposed of on such
terms and in such manner as the directors think fit, and at any time before a
sale or disposition the forfeiture may be cancelled on such terms as the
directors think fit.
36. A person whose shares have been forfeited shall cease to be a
member in respect of the forfeited shares but shall, notwithstanding, remain
liable to pay to the Company all money which, at the date of forfeiture,
was payable by him to the Company in respect of the shares (together
with interest at the rate of 8 per cent per annum from the date of
forfeiture on the money for the tune being unpaid if the directors think
fit to enforce payment of such interest), but his liability shall cease if and
when the Company receives payment in full of all such money in respect
of the shares.
37. A Statutory Declaration in writing that the declarant is a director or
secretary of the Company, and that a share in the Company has been
duly forfeited on a date stated in the declaration, shall be conclusive
evidence of the facts therein stated as against all persons claiming to be
entitled to the share.
<PAGE>
38. The Company may receive the consideration, if any, given for a
forfeited share on any sale or disposition thereof and may execute a
transfer of the share in favour of the person to whom the share is sold
or disposed of and he shall thereupon be registered as the holder of the
share, and shall not be bound to see to the application of the purchase
money, if any, nor shall his title to the share be affected by any
irregularity or invalidity in the proceedings in reference to the forfeiture,
sale, or disposal of the share.
39. The provisions of these articles as to forfeiture shall apply in
the case of non-payment of any sum which, by the terms of issue of a share,
becomes payable at a fixed time, whether on account of the nominal
value of the share or by way of premium, as if the same had been
payable by virtue of a call duly made and notified.
CONVERSION OF SHARES INTO STOCK
40. The Company may by ordinary resolution passed at a general meeting
convert any paid-up shares into stock and reconvert any stock into
paid-up shares of any denomination.
41. The holders of stock may transfer the same or any part thereof in
the same manner and subject to the same regulations as and subject to
which the share from which the stock arose might previously to
conversion have been transferred or as near thereto as circumstances
admit; but the directors may from time to time fix the minimum amount
of stock transferable and restrict or forbid the transfer of fractions of that
minimum, but the minimum shall not exceed the nominal amount of the
shares from which the stock arose.
42. The holders of stock shall according to the amount of the stock
held by them have the same rights, privileges and advantages as regards
dividends, voting at meetings of the Company and other matters as if
they held the shares from which the stock arose, but no such privilege
or advantage (except participation in the dividends and profits of the
Company and in the assets on winding up) shall be conferred by any
such aliquot part of stock which would not if existing in shares have
conferred that privilege or advantage.
43. All such provisions of these articles as are applicable to paid-up
shares shall apply to stock, and the words "share" and "shareholder" therein
shall include "stock" and "stockholder".
<PAGE>
ALTERATION OF CAPITAL
44. The Company may from time to time by ordinary resolution;
(a) increase the share capital by such sum to be divided into shares
of such amount as the resolution shall prescribe;
(b) consolidate and divide all or any of its share capital into shares
of larger amount than its existing shares;
(c) subdivide its shares or any of them into shares of smaller amount than
is fixed by the memorandum; so however that in the subdivision the proportion
between the amount paid and the amount (if any) unpaid on each reduced share
shall be the same as it was in the case of the share from which the reduced
share is derived;
(d) cancel shares which at the date of the passing of the resolution
in that behalf have not been taken or agreed to be taken by any person or which
have been forfeited and diminish the amount of its share capital by the amount
of the shares so cancelled.
45. Subject to the provisions of the Act, the shares shall be under the
control of the Directors who may issue, allot, place under option
or otherwise dispose of the same to such persons on such terms and
conditions and either at a premium or at par or (subject to the provisions
of the Act) at a discount and at such times as the Directors think fit and
with full power to give to any person the right to call for the allotment of
any shares either at par or at premium or at a discount for such time and
for such consideration as the Directors may see fit.
46. Except so far as otherwise provided by or pursuant to these
Articles or by the conditions of issue, any new share capital shall be
considered as part of the original share capital of the Company, and shall be
subject to the same provisions with reference to the payment of calls, liens,
transfer, transmission, forfeiture, and otherwise as the original share
capital.
47. The Company may by special resolution reduce its share capital, any
capital redemption reserve fund or any share premium account in any
manner and with, and subject to, any incident authorised, and consent
required by law.
<PAGE>
GENERAL MEETINGS
48. An annual general meeting of the Company shall be held in
accordance with the provisions of the Act. All general meetings other than the
annual general meetings shall be called extraordinary general meetings.
Any director may, whenever he thinks fit, convene an extraordinary
general meeting, and extraordinary general meetings shall be convened
on such requisition or in default may be convened by such
requisitionists as provided by the Act.
49. Subject to the provisions of the Act relating to special resolutions and
agreements for shorter notice, fourteen days' notice at the least
(exclusive of the day on which the notice is served or deemed to be
served, but inclusive of the day for which notice is given) specifying the
place, the day and the hour of meeting and-in case of special business the
general nature of that. business shall be given to such persons as
are entitled to receive such notices from the Company.
50. All business shall be special that is transacted at an extraordinary
general meeting, and also all that is transacted at an annual general
meeting, with the exception of declaring a dividend, consideration of the
accounts, balance-sheets, and the report of the directors and auditors, the
election of directors in the place of those retiring, and the appointment
and fixing of the remuneration of the auditors.
PROCEEDINGS AT GENERAL MEETINGS
51. No business shall be transacted at any general meeting unless a
quorum of members is present at the time when the meeting proceeds
to business. Save as herein otherwise provided and subject to the
provisions in the Act on wholly owned subsidiaries, two members
present in person shall form a quorum. For the purposes of these articles
"member" includes a person attending as a proxy or as representing a
corporation which is a member.
52. If within half an hour from the time appointed for the meeting
a quorum is not present, the meeting, if convened upon the
requisition of members, shall be dissolved; in any other case it shall
stand adjourned to the same day in the next week at the same time
and place, or to such other day and at such other time and place as
the directors may determine. And if at the adjourned meeting a
quorum is not present within half an hour from the time appointed
for the meeting, the member or members present in person or by
proxy, attorney or representative shall be a quorum.
<PAGE>
53. The chairman, if any, of the board of directors shall preside as
chairman at every general meeting of the Company, or if there is
no such chairman, or if he is not present within fifteen minutes after
the time appointed for the meeting or is unwilling to act, the members
present shall elect one of their number to be chairman of the meeting.
54. The chairman may, with the consent of any meeting at which a quorum
is present, and shall if so directed by the meeting, adjourn the meeting
from time to time and from place to place, but no business shall be
transacted at any adjourned meeting other than the business left
unfinished at the meeting from which the adjournment took place.
When a meeting is adjourned for thirty days or more, notice of the
adjourned meeting shall be given as in the case of an original meeting.
Save as aforesaid it shall not be necessary to give any notice of an
adjournment or of the business to be transacted at an adjourned meeting.
55. Subject to the provisions of the Act, a resolution in writing signed by
all members for the time being entitled to receive notice of and attend and
vote at general meetings (or being corporations, by their duly appointed
authorised representatives) shall be as effective as if the same had been
passed at a general meeting of the Company duly convened and held,
and may consist of several documents in the like form, each signed by
one or more persons.
56. At any general meeting a resolution put to the vote of the meeting
shall be decided on a show of hands unless a poll is (before or on the
declaration of the result of the show of hands) demanded:
(a) by the chairman;
(b) by at least two members present in person or by proxy;
(c) by any member present in person or by proxy and representing not less
than one-tenth of the TOTAL voting rights of all the members having the right TO
vote at the meeting; or
(d) by a member or members holding shares in the Company conferring a right
to vote at the meeting being shares on which an aggregate sum has been paid up
equal to not less than onetenth of the total sum paid up on all the shares
conferring
that right.
Unless a poll is so demanded a declaration by the chairman that a resolution has
on a show of hands been carried or carried unanimously, or by a particular
majority, or lost, and an entry to that effect in the book containing the
minutes of the proceedings of the Company shall be conclusive evidence of the
fact without proof of the number or proportion of the votes recorded in favour
of or against the resolution. The demand for a poll may be withdrawn.
<PAGE>
57. If a poll is duly demanded it shall be taken in such manner and
either at once or after an interval or adjournment or otherwise as the chairman
directs, and the result of the poll shall be the resolution of the meeting at
which the poll was demanded, but a poll demanded on the election of a
chairman or on a question of adjournment shall be taken forthwith.
58. Any ordinary resolution, determined on without any general meeting
and evidenced by writing under the hands of members of the Company
holding not less than ninety-five (95) percent of the shares of the
Company for the time being issued, shall be as valid and effectual as an
ordinary resolution duly passed at a general meeting of the Company.
59. In the case of an equality of votes, whether on a show of hands or on
a poll, the chairman of the meeting at which the show of hands takes
place or at which the poll is demanded shall be entitled to a second or
casting vote.
60. The demand for a poll shall not prevent the continuance of a
meeting for the transaction of any business, other than the question for
which a poll has been demanded.
61. Subject to any rights or restrictions for the time being attached
to any class or classes of shares, at meetings of members or classes of
members, each member entitled to vote may vote in person or by proxy
or by attorney and on a show of hands every person present who is
member or a representative of a member shall have one vote, and on a
poll every member present in person or by proxy or by attorney or other
duly appointed authorised representative shall have one vote for each
share he holds.
62. In the case of joint holders the vote of the senior who tenders a vote,
whether in person or by proxy, shall be accepted to the exclusion of the
votes of the other joint holders; and for this purpose seniority shall be
determined by the order in which the names stand in the register of
members.
63. A MEMBER WHO IS OF UNSOUND MIND OR WHOSE PERSON OR ESTATE IS LIABLE
TO BE DEALT WITH IN ANY WAY UNDER THE LAW RELATING TO MENTAL DISORDER
MAY VOTE, WHETHER ON A SHOW OF HANDS OR ON A POLL, BY HIS COMMITTEE OR
BY SUCH OTHER PERSON AS PROPERLY HAS THE MANAGEMENT OF HIS ESTATE, AND
ANY SUCH COMMITTEE OR OTHER PERSON MAY VOTE BY PROXY OR ATTORNEY.
64. No member shall be entitled to vote at any general meeting unless
all calls or other sums presently payable by him in respect of shares in the
Company have been paid.
<PAGE>
65. No objection shall be raised to the qualification of any voter
except at the meeting or adjourned meeting at which the vote
objected to is given or tendered, and every vote not disallowed
at such meeting shall be valid for all purposes. Any such objection made
in due time shall be referred to the chairman of the meeting, whose
decision shall be final and conclusive.
66. The instrument appointing a proxy shall be in writing, in the
common or usual form, under the hand of the appointer or of his attorney duly
authorised in writing or, if the appointer is a corporation, either under
seal or under the hand of an officer or attorney duly authorised. A proxy
may but need not be a member of the Company. The instrument
appointing a proxy shall be deemed to confer authority to demand or
join in demanding a poll.
67. Where it is desired to afford members an opportunity of voting for
or against a resolution the instrument appointing a proxy shall be in the
following form or a form as near thereto as circumstances admit:
SANGUI BIOTECH SINGAPORE PTE. LTD.
I/ We, ____________of ___________being a member/members of the above-named
Company, hereby appoint_____________of ___________or failing him,
_______________of _____________as my/our proxy to vote for me/us on my/our
behalf at the (annual or extraordinary, as the case may be) general meeting of
the Company, to be held on the ____ day of _______19__, and at any adjournment
thereof.
Signed this ___day of ___19___.
This form is to be used * in favour of/ against the resolution
*Strike out; whichever is not desired. (Unless otherwise instructed, the
proxy may vote as he thinks fit.)
68. The instrument appointing a proxy and the power of attorney or
other authority, if any, under which it is signed or a notarially certified copy
of that power or authority shall be deposited at the registered office of
the Company, or at such other place within Singapore as is specified for
that purpose in the notice convening the meeting, not less than forty
eight hours before the time for holding the meeting or adjourned
meeting at which the person named in the instrument proposes to vote,
or, in the case of a poll, not less than twenty-four hours before the time
appointed for the taking of the poll, and in default the instrument of
proxy shall not be treated as valid.
<PAGE>
69. A vote given in accordance with the terms of an instrument of proxy
or attorney shall be valid notwithstanding the previous death or
unsoundness of mind of the principal or revocation of the instrument or
of the authority under which the instrument was executed, or the
transfer of the share in respect of which the instrument is given, if no
intimation in writing of such death, unsoundness of mind, revocation, or
transfer as aforesaid has been received by the Company at the registered
office before the commencement of the meeting or adjourned meeting at
which the instrument is used.
DIRECTORS: APPOINTMENT, ROTATION, VACATION ETC.
70. The number of the directors shall be not less than two nor more
than twelve. The first directors shall be Sim Guan Seng and Tang Cheng Lin.
71. Any director may from time to time appoint any person (not
disapproved by a majority of the other directors for the time being) to
be an alternate director of the Company, and may at any time remove
the alternate director so appointed by him from office. An alternate
director so appointed shall not be entitled to receive any remuneration
from the Company, but shall be entitled to receive notices of and attend
all meetings of the directors, and to vote as a director at any such
meeting at which the director appointing him is not present, and
generally in the absence of his appointor to perform all the functions of
his appointor as a director. An alternate director shall ipso facto cease to
be an alternate director if his appointor ceases for any reason to be a
director. All appointments and removals of alternate directors made by
any director in pursuance of the provisions of these Articles shall be in
writing under the hand of the director making the same and left at the
office. The nomination of an alternate director shall be valid if made by
cable or telegram provided that such nomination shall be confirmed
within three months from the date of such cable or telegram by a written
nomination complying with the abovementioned requirements, and any
act done by the alternate director nominated in such cable or telegram
between the date thereof and the date of the receipt within the
prescribed period by the Company of the written nomination shall be as
valid and effectual as if such alternate director had been duly appointed
in the first instance, whether such written nomination shall be received
by the Company within the prescribed period or not.
72. At the first annual general meeting of the Company all the
directors shall retire from office, and at the annual general meeting in every
subsequent year one-third of the directors for the time being, or, if their
number is not three or a multiple of three, then the number nearest one
third, shall retire from office.
<PAGE>
73. The directors to retire in every year shall be those who have been
longest in office since their last election, but as between persons who
became directors on the same day those to retire shall (unless they
otherwise agree among themselves) be determined by lot. A retiring
director shall be eligible for re-election.
74. The Company at the meeting at which a director so retires may fill
the vacated office by electing a person thereto, and in default the retiring
director shall if offering himself for re-election and not being disqualified
under the Act from holding office as a director be deemed to have been
re-elected, unless at that meeting it is expressly resolved not to fill the
vacated office, or unless a resolution for the re-election of that director is
put to the meeting and lost.
75. The Company may from time to time by ordinary resolution passed
at a general meeting increase or reduce the number of directors, and
may also determine in what rotation the increased or reduced
number is to go out of office.
76. The directors shall have power at any time, and from time to time
to appoint any person to be a director, either to fill a casual vacancy or as
an addition to the existing directors, but so that the total number of
directors shall not at any time exceed the number fixed in accordance
with these articles. Any director so appointed shall hold office only until
the next following annual general meeting, and shall then be eligible for
re-election but shall not be taken into account in determining the
directors who are to retire by rotation at that meeting.
77. The Company may by ordinary resolution remove any director before
the expiration of his period of office, and may by an ordinary resolution
appoint another person in his stead; the person so appointed shall be
subject to retirement at the same time as if he had become a director on
the day on which the director in whose place he is appointed was last
elected a director.
78. The remuneration, if any, of the directors shall from time to time
be determined by the Company in general meeting. That remuneration
shall be deemed to accrue from day to day. The directors may also be
paid all travelling, hotel, and other expenses properly incurred by them
in attending and returning from meetings of the directors or any
committee of the directors or general meetings of the Company or in
connection with the business of the Company.
79. It shall not be necessary for directors to hold any share
qualification in the Company.
<PAGE>
80. The office of director shall become vacant if the director:-
(a) ceases to be a director by virtue of the Act;
(b) becomes bankrupt or makes any arrangement or composition
with his creditors generally;
(c) becomes prohibited from being a director by reason of any
order made under the Act;
(d) becomes of unsound mind or a person whose person or
estate is liable to be dealt with in any way under the law relating to
mental disorder;
(e) resigns his office by notice in writing to the Company;
(f) for more than six months is absent without permission of
the directors from meetings of the directors held during that period;
(g) without the consent of the Company in general meeting,
holds any other office of profit under the Company except that of
managing director or manager; or
(h) is directly or indirectly interested in any contract or
proposed contract with the Company and fails to declare the nature of his
interest in manner required by the Act.
POWERS AND DUTIES OF DIRECTORS
81. The business of the Company shall be managed by the directors who
may pay all expenses incurred in promoting and registering the
Company, and may exercise all such powers of the Company as are
not, by the Act or by these articles, required to be exercised by the Company
in general meeting, subject, nevertheless, to any of these articles, to the
provisions of the Act, and to such articles, being not inconsistent with the
aforesaid articles or provisions, as may be prescribed by the Company in
general meeting; but no article made by the Company in general meeting
shall invalidate any prior act of the directors which would have been valid
if that article had not been made.
<PAGE>
82. The directors may exercise all the powers of the Company to borrow
money and to mortgage or charge its undertaking, property, and
uncalled capital, or any part thereof, and to issue debentures and other
securities whether outright or as security for any debt, liability, or
obligation of the Company or of any third party.
83. The directors may exercise all the powers of the Company in
relation to any official seal for use outside Singapore and in relation to
branch register.
84. The directors may from time to time by power of attorney appoint
any corporation, firm, or person or body of persons, whether
nominated directly or indirectly by the directors, to be the attorney
or attorneys of the Company for such purposes and with such powers,
authorities, and discretions (not exceeding those vested in or exercisable
by the directors under these articles) and for such period and subject to
such conditions as they may think fit, and any such powers of attorney
may contain such provisions for the protection and convenience of
persons dealing with any such attorney as the directors may think fit and
may also authorise any such attorney to delegate all or any of the
powers, authorities, and discretions vested in him.
85. All cheques, promissory notes, drafts, bills of exchange, and other
negotiable instruments, and all receipts for money paid to the
Company, shall be signed, drawn, accepted, endorsed, or
otherwise executed, as the case may be, in such other manner as
the directors from time to time determine.
86. The directors shall cause minutes to be made:
(a) of all appointments of officers to be engaged in the management
of the Company's affairs;
(b) of names of directors present at all meetings of the Company
and of the directors; and
(c) of all proceedings at all meetings of the Company and of the
directors. Such minutes shall be signed by the chairman of the
meeting at which the proceedings were held or by the chairman
of the next succeeding meeting.
<PAGE>
PROCEEDINGS OF DIRECTORS
87. The directors may meet together for the despatch of business adjourn
and otherwise regulate their meetings as they think fit A director may
at any time and the secretary shall on the requisition of a director
summon a meeting of the directors.
88. Subject to these articles, questions arising at any meeting of
directors shall be decided by a majority of votes and a determination by a
majority of directors shall for all purposes be deemed a determination
of the directors. In case of an equality of votes the chairman of the
meeting shall have a second or casting vote.
89. (a) A director who is in any way, whether directly or
indirectly interested in a contract or proposed contract with the Company
shall declare the nature of his interest in accordance with the
provisions of the Act. Save as by the next following paragraph
of this Article otherwise provided, a director shall not vote in
respect of any contract or arrangement in which he is interested
(and if he does his vote shall not be counted), nor shall he be
counted for the purpose of any resolution regarding the same, in
the quorum present at the meeting but this Article shall not
apply to:
(i) any arrangement for giving to him any security or
indemnity in respect of monies lent by him or
obligations undertaken by him for the benefit of the
Company; or
(ii) any arrangement for the giving by the Company of any
securities to a third party in respect of a debt or
obligation of the Company for which he himself has
assumed responsibility in whole or in part under a
guarantee or indemnity or by the deposit of a security;
(iii) any contract by him to subscribe for or underwrite shares, stocks
or debentures of the Company; or
(iv) any contract or arrangement with any other company in
which he is interested only as a director or other officer
or creditor of or as a shareholder in or beneficially
interested in the shares of the Company.
(b) A director, notwithstanding his interest, may be counted in the quorum
present at any meeting whereat he or any other director is appointed to hold any
executive office or other office or place of profit under the Company or whereat
the directors resolve to exercise any of the rights of the Company (whether by
the exercise
<PAGE>
of voting rights or otherwise) to appoint or concur in the appointment of a
director to hold any office or place of profit under any other company whereat
the terms of any such appointment are considered and he may vote on any such
matter other than in respect of his own appointment or the arrangement of
the terms thereof.
(c) The provisions of this Article may at any time be suspended and
relaxed to any extent and either generally or in respect of any particular
contract arrangement or transaction, carried out in contravention of this
Article
may be ratified by Ordinary Resolution of the Company.
90. The quorum necessary for the transaction of the business of the
directors may be fixed by the directors, and unless so fixed shall
be two.
91. The continuing directors may act notwithstanding any vacancy in their
body, but if and so long as their number is reduced below the number
fixed by or pursuant to the articles of the Company as the necessary
quorum of directors, the continuing director or directors may act for
the purpose of increasing the number of directors to that number or of
summoning a general meeting of the Company, but for no other
purpose.
92. The directors may delegate any of their powers to committees
consisting of such member or members of their body as they think
fit; any committee so formed shall in the exercise of the powers so
delegated conform to any regulations that may be imposed on it by
the directors.
93. The directors may elect a chairman of their meetings and determine the
period for which he is to hold office; but if no such chairman is elected,
or if at any meeting the chairman is not present within ten minutes after
the time appointed for holding the meeting, the directors present may
choose one of their number to be chairman of the meeting.
94. A committee may meet and adjourn as it thinks proper. Questions
arising at any meeting shall be determined by a majority of votes of the
members present, and in the case of an equality of votes the chairman
shall have a second or casting vote.
95. All acts done by any meeting of the directors or of a committee of
directors or by any person acting as a director shall, notwithstanding
that it is afterwards discovered that there was some defect in the
appointment of any such director or person acting as aforesaid, or that
they or any of them were disqualified, be as valid as if every such person
had been duly appointed and was qualified to be a director.
<PAGE>
96. A resolution in writing, signed or approved by letter, telex, telegram
or facsimile by a majority of the directors, shall be as valid and effectual as
if it had been passed at a meeting of the directors duly called and constituted;
provided that where a director is not so present but has an alternate who is so
present, then such resolution must also be signed by such alternate. All such
resolutions shall be described as "Directors' Resolutions" and shall be
forwarded or otherwise delivered to the Secretary without delay, and shall be
recorded by the Secretary in the Company's Minute Book. Any such resolution may
consist of several documents in like form, each signed by one or more directors.
MANAGING DIRECTOR
97. The directors may from time to time appoint one or more of their body
to the office of managing director for such period and on such terms as
they think fit and, subject to the terms of any agreement entered into in
any particular case, may revoke any such appointment A director so
appointed shall not, while holding that office, be subject to retirement by
rotation or be taken into account in determining the rotation of
retirement of directors, but his appointment shall be automatically
determined if he ceases from any cause to be a director.
98. A managing director shall, subject to the terms of any agreement
entered into in any particular case, receive such remuneration, whether
by way of salary, commission, or participation in profits, or partly in
one way and partly in another, as the directors may determine.
99. The directors may entrust to and confer upon a managing director any
of the powers exercisable by them upon such terms and conditions and
with such restrictions as they may think fit, and either collaterally with
or to the exclusion of their own powers, and may from time to time
revoke, withdraw, alter, or vary all or any of these powers.
ASSOCIATE DIRECTORS
100. The directors may from time to time appoint any person to be an
associate director and may from time to time cancel any such
appointment. The directors may fix, determine and vary the powers,
duties and remuneration of any person so appointed, but a person so
appointed shall not be required to hold any shares to qualify him for
appointment nor have any right to attend or vote at any meeting of
directors except by the invitation and with the consent of the directors.
SECRETARY
101. The secretary shall in accordance with the Act be appointed by the
directors for such term, at such remuneration, and upon such conditions
as they may think fit; and any secretary so appointed may be removed
by them.
<PAGE>
SEAL
102. The director shall provide for the safe custody of the seal, which shall
only be used by the authority of the directors or of a committee of the
directors authorised by the directors in that behalf, and every instrument
to which the seal is affixed shall be signed by a director and shall be
countersigned by the secretary or by a second director or by some other
person appointed by the directors for the purpose.
ACCOUNTS
103. The directors shall cause proper accounting and other records to be
kept and shall distribute copies of balance-sheets and other documents
as required by the Act and shall from time to time determine whether
and to what extent and at what times and places and under what
conditions or regulations the accounting and other records of the
Company or any of them shall be open to the inspection of members not
being directors, and no member (not being a director) shall have any
right of inspecting any account or book or paper of the Company except
as conferred by statute or authorised by the directors or by the Company
in general meeting.
DIVIDENDS AND RESERVES
104. The Company in general meeting may declare dividends, but no
dividend shall exceed the amount recommended by the directors.
105. The directors may from time to time pay to members such interim
dividend as appear to the directors to be justified by the profits of the
Company.
106. No dividend shall be paid otherwise than out of profits or shall bear
interest against the Company.
107. The directors may, before recommending any dividend, set aside out
of the profits of the Company such sums as they think proper as reserves
which shall, at the discretion of the directors, be applicable for any
purpose to which the profits of the Company may be properly applied,
and pending any such application may, at the like discretion, either be
employed in the business of the Company or be invested in such
investments (other than shares in the Company) as the directors may
from time to time think fit. The directors may also without placing the
same to reserve carry forward any profits which they may think prudent
not to divide.
<PAGE>
108. Subject to the rights of persons, if any, entitled to shares with
special rights as to dividend, all dividends shall be declared and
paid according to the amounts paid or credited as paid on the shares in
respect of which the dividend is paid, but no amount paid or credited as
paid on a share in advance of calls shall be treated for the purposes of
this article as paid on the share. All dividends shall be apportioned and
paid proportionately to the amounts paid or credited as paid on the
shares during any portion or portions of the period in respect of which
the dividend is paid; but if any share is issued on terms providing that it
shall rank for dividends from a particular date that share shall rank for
dividend accordingly.
109. The directors may deduct from any dividend payable to any member
all sums of money, if any, presently payable by him to the Company
on account of calls or otherwise in relation to the shares
of the Company.
110. Any general meeting declaring a dividend or bonus may direct
payment of such dividend or bonus wholly or partly by the distribution
of specific assets and in particular of paid-up shares, debentures or
debenture stock of any other company or in any one or more of such
ways and the directors shall give effect to such resolution, and where
any difficulty arises in regard to such distribution, the directors may
settle the same as they think expedient; and fix the value for distribution
of such specific assets or any part thereof and may determine that cash
payments shall be made to any members upon the footing of the value so
fixed in order to adjust the rights of all parties, and may vest any such
specific assets in trustees as may seem expedient to the directors.
111. Any dividend, interest, or other money payable in cash in respect of
shares may be paid by cheque or warrant sent through the post directed
to the registered address of the holder or, in the case of joint holders,
to the registered address of that one of the joint holders who is first named
on the register of members or to such person and to such address as the
holder or joint holders may in writing direct. Every such cheque or warrant
shall be made payable to the order of the person to whom it is sent. Any one
of two or more joint holders may give effectual receipts for any dividends,
bonuses, or other money payable in respect of the shares held by them as joint
holders.
CAPITALISATION OF PROFITS
112. The Company in general meeting may upon the recommendation of the
directors resolve that it is desirable to capitalise any part of the amount
for the time being standing to the credit of any of the Company's reserve
accounts or to the credit of the profit and loss account or
otherwise available for distribution, and accordingly that such sum
<PAGE>
be set free for distribution amongst the members who would have
been entitled thereto if distributed by way of dividend and in the same
proportions on condition that the same be not paid in cash but be
applied either in or towards paying up any amounts for the time being
unpaid on any shares held by such members respectively or paying up
in full unissued shares or debentures of the Company to be allotted,
distributed and credited as fully paid up to and amongst such members
in the proportion aforesaid, or partly in the one way and partly in the
other, and the directors shall give effect to such resolution. A share
premium account and a capital redemption reserve may, for the
purposes of this article, be applied only in the paying up of unissued
shares to be issued to members of the Company as fully paid bonus
shares.
113. Whenever such a resolution as aforesaid shall have been passed
the directors shall make all appropriations and applications of the
undivided profits resolved to be capitalised thereby, and all allotments
and issued of fully paid shares or debentures, if any, and generally shall
do all acts and things required to give effect thereto, with full power to
the directors to make such provision by the issue of fractional certificates
or by payment in cash or otherwise as they think fit for the case of shares
or debentures becoming distributable in fractions, and also to authorise
any person to enter on behalf of all the members entitled thereto into an
agreement with the Company providing for the allotment to them
respectively, credited as fully paid up, of any further shares or
debentures to which they may be entitled upon such capitalisations, or,
as the case may require, for the payment- up by the Company on their
behalf, by the application thereto of their respective proportions of the
profits resolved to be capitalise, of the amounts or any part of the
amounts remaining unpaid on their existing shares, and any agreement
made under such authority shall be effective and binding on all such
members.
AUDIT
114. Once at least in every year the accounts of the Company shall be
examined, and the correctness of the profit and loss account and
balance sheet ascertained by one or more Auditor or Auditors, and the
provisions of the Act and any modification or re-enactment thereof for
the time being in force in regard to audit and Auditors shall be observed.
NOTICES
115. A notice may be given by the Company to any member either
personally or by sending it by post or by facsimile to him at his
registered address supplied by him to the Company supplied by him
to the Company for the giving of notices to him. Where a notice is sent
by post, service of the notice shall be deemed to be effected by properly
addressing, pre-paying, and posting a letter containing the notice, and to
have been effected in the case of a notice of a meeting on the day after
the date of its posting, and in any other case at the time at which the
<PAGE>
letter would be delivered in the ordinary course of post.
116. A notice may be given by the Company to the joint holders of a share
by giving the notice to the joint holder first named in the register of
members in respect of the share.
117. A notice may be given by the Company to the persons entitled to a
share in consequence of the death or bankruptcy of a member by
sending it through the post in a prepaid letter addressed to them by
name, or by the title of representatives of the deceased, or assignee of
the bankrupt, or by any like description, at the address, if any, in
Singapore supplied for the purpose by the persons claiming to be so
entitled, or, until such an address has been so supplied, by giving the
notice in any manner in which the same might have been given if the
death or bankruptcy had not occurred.
118. (a) Notice of every general meeting shall be given in any manner
hereinbefore authorised to:-
(i) every member;
(ii) every person entitled to a share in consequence of the
death or bankruptcy of a member who, but for his death
or bankruptcy, would be entitled to receive notice of the
meeting; and
(iii) the auditor for the time being of the Company.
(b) No other person shall be entitled to receive notices of general
meetings.
WINDING UP
119. If the Company is wound up, the liquidator may, with the sanction of a
special resolution of the Company, divide amongst the members in
kind the whole or any part of the assets of the Company, whether they
consist of property of the same kind or not, and may for that purpose set
such value as he deems fair upon any property to be divided as aforesaid
and may determine how the division shall be carried out as between the
members or different classes of members. The liquidator may, with the
like sanction, vest the whole or any part of any such assets in trustees
upon such trusts for the benefit of the contributories as the liquidator,
with the like sanction, thinks fit, but so that no member shall be
compelled to accept any shares or other securities whereon there is any
liability.
<PAGE>
INDEMNITY
120. Every director, managing director, agent, auditor, secretary and
other offices for the time being of the Company shall be indemnified out of
the assets of the Company against any liability incurred by him in
defending any proceedings, whether civil or criminal, in which
judgement is given in his favour or in which he is acquitted or in
connection with any application under the Act in which relief is granted
to him by the Court in respect of any negligence, default, breach of duty
or breach of trust.
<PAGE>
Names, Addresses and Descriptions of Subscribers
Sim Guan Sena
360 Pasir Panjang Road /s/ Sim Guan Seng
#04-14
Singapore 118699
Accountant
Tang Cheng Lin
16 Jalan Sampurna /s/ Tang Cheng Lin
Singapore 268282
Accountant
Dated this 19th day of _________May ________1999
Witness to the above signatures:
/s/ Juliet Ang
[Stamp: Juliet Ang
Names: Juliet Ang ADVOCATE & SOLICITOR
Advocate & Solicitor SINGAPORE ]
Address: 200 Cantonment Road, #02-08 Southpoint
Singapore 089763
