Memorandum and Articles of Association - Li Ning

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- 46 -148. The Board may settle, as it considers appropriate, any difficulty arising in regard to anydistribution under the last preceding Article and in particular may issue certificates in respect of fractions ofshares or authorise any person to sell and transfer any fractions or may resolve that the distribution shouldbe as nearly as may be practicable in the correct proportion but not exactly so or may ignore fractionsaltogether, and may determine that cash payments shall be made to any Members in order to adjust therights of all parties, as may seem expedient to the Board. The Board may appoint any person to sign onbehalf of the persons entitled to participate in the distribution any contract necessary or desirable for givingeffect thereto and such appointment shall be effective and binding upon the Members.SUBSCRIPTION RIGHTS RESERVE149. The following provisions shall have effect to the extent that they are not prohibited byand are in compliance with the Law:(1) If, so long as any of the rights attached to any warrants issued by the Company tosubscribe for shares of the Company shall remain exercisable, the Company does any act or engages in anytransaction which, as a result of any adjustments to the subscription price in accordance with the provisionsof the conditions of the warrants, would reduce the subscription price to below the par value of a share,then the following provisions shall apply:(a)as from the date of such act or transaction the Company shall establish and thereafter(subject as provided in this Article) maintain in accordance with the provisions of thisArticle a reserve (the "Subscription Rights Reserve") the amount of which shall at notime be less than the sum which for the time being would be required to be capitalisedand applied in paying up in full the nominal amount of the additional shares required tobe issued and allotted credited as fully paid pursuant to sub- paragraph (c) below on theexercise in full of all the subscription rights outstanding and shall apply theSubscription Rights Reserve in paying up such additional shares in full as and when thesame are allotted;(b)the Subscription Rights Reserve shall not be used for any purpose other than thatspecified above unless all other reserves of the Company (other than share premiumaccount) have been extinguished and will then only be used to make good losses of theCompany if and so far as is required by law;(c)upon the exercise of all or any of the subscription rights represented by any warrant,the relevant subscription rights shall be exercisable in respect of a nominal amount ofshares equal to the amount in cash which the holder of such warrant is required to payon exercise of the subscription rights represented thereby (or, as the case may be therelevant portion thereof in the event of a partial exercise of the subscription rights) and,in addition, there shall be allotted in respect of such subscription rights to theexercising warrantholder, credited as fully paid, such additional nominal amount ofshares as is equal to the difference between:
- 47 -(i)the said amount in cash which the holder of such warrant is required to pay onexercise of the subscription rights represented thereby (or, as the case may be,the relevant portion thereof in the event of a partial exercise of the subscriptionrights); and(ii)the nominal amount of shares in respect of which such subscription rightswould have been exercisable having regard to the provisions of the conditionsof the warrants, had it been possible for such subscription rights to representthe right to subscribe for shares at less than par and immediately upon suchexercise so much of the sum standing to the credit of the Subscription RightsReserve as is required to pay up in full such additional nominal amount ofshares shall be capitalised and applied in paying up in full such additionalnominal amount of shares which shall forthwith be allotted credited as fullypaid to the exercising warrantholders; and(d)if, upon the exercise of the subscription rights represented by any warrant, the amountstanding to the credit of the Subscription Rights Reserve is not sufficient to pay up infull such additional nominal amount of shares equal to such difference as aforesaid towhich the exercising warrantholder is entitled, the Board shall apply any profits orreserves then or thereafter becoming available (including, to the extent permitted bylaw, share premium account) for such purpose until such additional nominal amount ofshares is paid up and allotted as aforesaid and until then no dividend or otherdistribution shall be paid or made on the fully paid shares of the Company then in issue.Pending such payment and allotment, the exercising warrantholder shall be issued bythe Company with a certificate evidencing his right to the allotment of such additionalnominal amount of shares. The rights represented by any such certificate shall be inregistered form and shall be transferable in whole or in part in units of one share in thelike manner as the shares for the time being are transferable, and the Company shallmake such arrangements in relation to the maintenance of a register therefor and othermatters in relation thereto as the Board may think fit and adequate particulars thereofshall be made known to each relevant exercising warrantholder upon the issue of suchcertificate.(2) Shares allotted pursuant to the provisions of this Article shall rank pari passu in allrespects with the other shares allotted on the relevant exercise of the subscription rights represented by thewarrant concerned. Notwithstanding anything contained in paragraph (1) of this Article, no fraction of anyshare shall be allotted on exercise of the subscription rights.(3) The provision of this Article as to the establishment and maintenance of theSubscription Rights Reserve shall not be altered or added to in any way which would vary or abrogate, orwhich would have the effect of varying or abrogating the provisions for the benefit of any warrantholder orclass of warrantholders under this Article without the sanction of a special resolution of suchwarrantholders or class of warrantholders.
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 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 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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