Memorandum and Articles of Association - Li Ning

- 28 -DIRECTORS' FEES AND EXPENSES96. The ordinary remuneration of the Directors shall from time to time be determined bythe Company in general meeting and shall (unless otherwise directed by the resolution by which it is voted)be divided amongst the Board in such proportions and in such manner as the Board may agree or, failingagreement, equally, except that any Director who shall hold office for part only of the period in respect ofwhich such remuneration is payable shall be entitled only to rank in such division for a proportion ofremuneration related to the period during which he has held office. Such remuneration shall be deemed toaccrue from day to day.97. Each Director shall be entitled to be repaid or prepaid all travelling, hotel and incidentalexpenses reasonably incurred or expected to be incurred by him in attending meetings of the Board orcommittees of the Board or general meetings or separate meetings of any class of shares or of debentures ofthe Company or otherwise in connection with the discharge of his duties as a Director.98. Any Director who, by request, goes or resides abroad for any purpose of the Companyor who performs services which in the opinion of the Board go beyond the ordinary duties of a Directormay be paid such extra remuneration (whether by way of salary, commission, participation in profits orotherwise) as the Board may determine and such extra remuneration shall be in addition to or insubstitution for any ordinary remuneration provided for by or pursuant to any other Article.99. The Board shall obtain the approval of the Company in general meeting before makingany payment to any Director or past Director of the Company by way of compensation for loss of office, oras consideration for or in connection with his retirement from office (not being payment to which theDirector is contractually entitled).DIRECTORS' INTERESTS100. A Director may:(a)hold any other office or place of profit with the Company (except that of Auditor) inconjunction with his office of Director for such period and upon such terms as theBoard may determine. Any remuneration (whether by way of salary, commission,participation in profits or otherwise) paid to any Director in respect of any such otheroffice or place of profit shall be in addition to any remuneration provided for by orpursuant to any other Article;(b)act by himself or his firm in a professional capacity for the Company (otherwise thanas Auditor) and he or his firm may be remunerated for professional services as if hewere not a Director;