Memorandum and Articles of Association - Li Ning

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- 14 -TRANSFER OF SHARES46. Subject to these Articles, any Member may transfer all or any of his shares by aninstrument of transfer in the usual or common form or in a form prescribed by the Designated StockExchange or in any other form approved by the Board and may be under hand or, if the transferor ortransferee is a clearing house or its nominee(s), by hand or by machine imprinted signature or by such othermanner of execution as the Board may approve from time to time.47. The instrument of transfer shall be executed by or on behalf of the transferor and thetransferee provided that the Board may dispense with the execution of the instrument of transfer by thetransferee in any case which it thinks fit in its discretion to do so. Without prejudice to the last precedingArticle, the Board may also resolve, either generally or in any particular case, upon request by either thetransferor or transferee, to accept mechanically executed transfers. The transferor shall be deemed toremain the holder of the share until the name of the transferee is entered in the Register in respect thereof.Nothing in these Articles shall preclude the Board from recognising a renunciation of the allotment orprovisional allotment of any share by the allottee in favour of some other person.48. (1) The Board may, in its absolute discretion, and without giving any reason therefor,refuse to register a transfer of any share (not being a fully paid up share) to a person of whom it does notapprove, or any share issued under any share incentive scheme for employees upon which a restriction ontransfer imposed thereby still subsists, and it may also, without prejudice to the foregoing generality, refuseto register a transfer of any share to more than four (4) joint holders or a transfer of any share (not being afully paid up share) on which the Company has a lien.(2) No transfer shall be made to an infant or to a person of unsound mind or under otherlegal disability.(3) The Board in so far as permitted by any applicable law may, in its absolute discretion,at any time and from time to time transfer any share upon the Register to any branch register or any shareon any branch register to the Register or any other branch register. In the event of any such transfer, theshareholder requesting such transfer shall bear the cost of effecting the transfer unless the Board otherwisedetermines.(4) Unless the Board otherwise agrees (which agreement may be on such terms and subjectto such conditions as the Board in its absolute discretion may from time to time determine, and whichagreement the Board shall, without giving any reason therefor, be entitled in its absolute discretion to giveor withhold), no shares upon the Register shall be transferred to any branch register nor shall shares on anybranch register be transferred to the Register or any other branch register and all transfers and otherdocuments of title shall be lodged for registration, and registered, in the case of any shares on a branchregister, at the relevant Registration Office, and, in the case of any shares on the Register, at the Office orsuch other place at which the Register is kept in accordance with the Law.49. Without limiting the generality of the last preceding Article, the Board may decline torecognise any instrument of transfer unless:-
- 15 -(a)a fee of such maximum sum as the Designated Stock Exchange may determine to bepayable or such lesser sum as the Board may from time to time require is paid to theCompany in respect thereof;(b)the instrument of transfer is in respect of only one class of share;(c)the instrument of transfer is lodged at the Office or such other place at which theRegister is kept in accordance with the Law or the Registration Office (as the case maybe) accompanied by the relevant share certificate(s) and such other evidence as theBoard may reasonably require to show the right of the transferor to make the transfer(and, if the instrument of transfer is executed by some other person on his behalf, theauthority of that person so to do); and(d)if applicable, the instrument of transfer is duly and properly stamped.50. If the Board refuses to register a transfer of any share, it shall, within two (2) monthsafter the date on which the transfer was lodged with the Company, send to each of the transferor andtransferee notice of the refusal.51. The registration of transfers of shares or of any class of shares may, after notice hasbeen given by advertisement in an appointed newspaper or any other newspapers or by any other means inaccordance with the requirements of any Designated Stock Exchange to that effect be suspended at suchtimes and for such periods (not exceeding in the whole thirty (30) days in any year) as the Board maydetermine.TRANSMISSION OF SHARES52. If a Member dies, the survivor or survivors where the deceased was a joint holder, andhis legal personal representatives where he was a sole or only surviving holder, will be the only personsrecognised by the Company as having any title to his interest in the shares; but nothing in this Article willrelease the estate of a deceased Member (whether sole or joint) from any liability in respect of any sharewhich had been solely or jointly held by him.53. Any person becoming entitled to a share in consequence of the death or bankruptcy orwinding-up of a Member may, upon such evidence as to his title being produced as may be required by theBoard, elect either to become the holder of the share or to have some person nominated by him registeredas the transferee thereof. If he elects to become the holder he shall notify the Company in writing either atthe Registration Office or Office, as the case may be, to that effect. If he elects to have another personregistered he shall execute a transfer of the share in favour of that person. The provisions of these Articlesrelating to the transfer and registration of transfers of shares shall apply to such notice or transfer asaforesaid as if the death or bankruptcy of the Member had not occurred and the notice or transfer were atransfer signed by such Member.
Page 3 and 4: Certified A True CopyCodan Trust Co
Page 5 and 6: We, the undersigned, are desirous o
Page 7 and 8: INDEXSUBJECTArticle No.Table A 1Int
Page 9 and 10: - 1 -INTERPRETATIONTABLE A1. The Re
Page 11 and 12: - 3 -"Seal"common seal or any one o
Page 13 and 14: - 5 -(4) No share shall be issued t
Page 16 and 17: - 8 -14. Except as required by law,
Page 18 and 19: - 10 -24. The net proceeds of the s
Page 20 and 21: - 12 -37. Any share so forfeited sh
Page 24 and 25: - 16 -54. A person becoming entitle
Page 26 and 27: - 18 -(b)in the case of any other m
Page 28 and 29: - 20 -VOTING66. Subject to any spec
Page 30 and 31: - 22 -76. (1) No Member shall, unle
Page 32 and 33: - 24 -(2) If a clearing house (or i
Page 34 and 35: - 26 -DISQUALIFICATION OF DIRECTORS
Page 36 and 37: - 28 -DIRECTORS' FEES AND EXPENSES9
Page 38 and 39: - 30 -(b)he is to be regarded as in
Page 40 and 41: - 32 -GENERAL POWERS OF THE DIRECTO
Page 42 and 43: - 34 -109. (1) The Board may establ
Page 44 and 45: - 36 -120. (1) The Board may delega
Page 46 and 47: - 38 -REGISTER OF DIRECTORS AND OFF
Page 48 and 49: - 40 -and it shall conclusively be
Page 50 and 51: - 42 -144. Whenever the Board or th
Page 52 and 53: - 44 -(2) (a) The shares allotted p
Page 54 and 55: - 46 -148. The Board may settle, as
Page 56 and 57: - 48 -(4) A certificate or report b
Page 58 and 59: - 50 -160. The statement of income
Page 60 and 61: - 52 -SIGNATURES164. For the purpos
Page 62: - 54 -INFORMATION169. No Member sha

Memorandum and Articles of Association - Li Ning

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