Memorandum and Articles of Association - Li Ning

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- 16 -54. A person becoming entitled to a share by reason of the death or bankruptcy orwinding-up of a Member shall be entitled to the same dividends and other advantages to which he would beentitled if he were the registered holder of the share. However, the Board may, if it thinks fit, withhold thepayment of any dividend payable or other advantages in respect of such share until such person shallbecome the registered holder of the share or shall have effectually transferred such share, but, subject to therequirements of Article 75(2) being met, such a person may vote at meetings.UNTRACEABLE MEMBERS55. (1) Without prejudice to the rights of the Company under paragraph (2) of this Article, theCompany may cease sending cheques for dividend entitlements or dividend warrants by post if suchcheques or warrants have been left uncashed on two consecutive occasions. However, the Company mayexercise the power to cease sending cheques for dividend entitlements or dividend warrants after the firstoccasion on which such a cheque or warrant is returned undelivered.(2) The Company shall have the power to sell, in such manner as the Board thinks fit, anyshares of a Member who is untraceable, but no such sale shall be made unless:(a)all cheques or warrants in respect of dividends of the shares in question, being not lessthan three in total number, for any sum payable in cash to the holder of such shares inrespect of them sent during the relevant period in the manner authorised by the Articlesof the Company have remained uncashed;(b)so far as it is aware at the end of the relevant period, the Company has not at any timeduring the relevant period received any indication of the existence of the Member whois the holder of such shares or of a person entitled to such shares by death, bankruptcyor operation of law; and(c)the Company, if so required by the rules governing the listing of shares on theDesignated Stock Exchange, has given notice to, and caused advertisement innewspapers in accordance with the requirements of, the Designated Stock Exchange tobe made of its intention to sell such shares in the manner required by the DesignatedStock Exchange, and a period of three (3) months or such shorter period as may beallowed by the Designated Stock Exchange has elapsed since the date of suchadvertisement.For the purpose of the foregoing, the "relevant period" means the period commencingtwelve years before the date of publication of the advertisement referred to in paragraph (c) of this Articleand ending at the expiry of the period referred to in that paragraph.
- 17 -(3) To give effect to any such sale the Board may authorise some person to transfer the saidshares and an instrument of transfer signed or otherwise executed by or on behalf of such person shall be aseffective as if it had been executed by the registered holder or the person entitled by transmission to suchshares, and the purchaser shall not be bound to see to the application of the purchase money nor shall histitle to the shares be affected by any irregularity or invalidity in the proceedings relating to the sale. The netproceeds of the sale will belong to the Company and upon receipt by the Company of such net proceeds itshall become indebted to the former Member for an amount equal to such net proceeds. No trust shall becreated in respect of such debt and no interest shall be payable in respect of it and the Company shall not berequired to account for any money earned from the net proceeds which may be employed in the business ofthe Company or as it thinks fit. Any sale under this Article shall be valid and effective notwithstanding thatthe Member holding the shares sold is dead, bankrupt or otherwise under any legal disability or incapacity.GENERAL MEETINGS56. An annual general meeting of the Company shall be held in each year other than theyear of the Company's adoption of these Articles (within a period of not more than fifteen (15) months afterthe holding of the last preceding annual general meeting or not more than eighteen (18) months after thedate of adoption of these Articles, unless a longer period would not infringe the rules of the DesignatedStock Exchange, if any) at such time and place as may be determined by the Board.57. Each general meeting, other than an annual general meeting, shall be called anextraordinary general meeting. General meetings may be held in any part of the world as may bedetermined by the Board.58. The Board may whenever it thinks fit call extraordinary general meetings. Any one ormore Members holding at the date of deposit of the requisition not less than one-tenth of the paid up capitalof the Company carrying the right of voting at general meetings of the Company shall at all times have theright, by written requisition to the Board or the Secretary of the Company, to require an extraordinarygeneral meeting to be called by the Board for the transaction of any business specified in such requisition;and such meeting shall be held within two (2) months after the deposit of such requisition. If withintwenty-one (21) days of such deposit the Board fails to proceed to convene such meeting the requisitionst(s)himself (themselves) may do so in the same manner, and all reasonable expenses incurred by therequisitionist(s) as a result of the failure of the Board shall be reimbursed to the requisitionist(s) by theCompany.NOTICE OF GENERAL MEETINGS59. (1) An annual general meeting and any extraordinary general meeting at which the passingof a special resolution is to be considered shall be called by not less than twenty-one (21) clear days' Notice.All other extraordinary general meetings may be called by not less than fourteen (14) clear days' Notice buta general meeting may be called by shorter notice, subject to the Law, if it is so agreed:(a)in the case of a meeting called as an annual general meeting, by all the Membersentitled to attend and vote thereat; and
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 22 and 23: - 14 -TRANSFER OF SHARES46. Subject
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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