HKIRC M&A 2008 v3



MEMORANDUM


AND


ARTICLES OF ASSOCIATION


OF


HONG KONG INTERNET REGISTRATION CORPORATION LIMITED
(香港互聯網註冊管理有限公司)
(With amendments up to 15 December 2008)
(As amended by special resolutions passed on 23 August 2008)


_________________


Incorporated the 14th day of December, 2001

_________________









THE COMPANIES ORDINANCE (CAP. 32)

_________________


COMPANY LIMITED BY GUARANTEE
AND NOT HAVING A SHARE CAPITAL

_________________


MEMORANDUM OF ASSOCIATION

of

HONG KONG INTERNET REGISTRATION CORPORATION LIMITED
(香港互聯網註冊管理有限公司)
(As amended by special resolutions passed on 23 August 2008)


_________________


1. NAME

The name of the Company is “HONG KONG INTERNET REGISTRATION CORPORATION LIMITED (香港互聯網註冊管理有限公司)” (the “Company”).

2. REGISTERED OFFICE

The registered office of the Company will be situated in Hong Kong.

3. OBJECTS & POWERS

The objects of the Company are:-

(a) to promote Hong Kong as an international centre for e-commerce and to encourage for the benefit of the Hong Kong community a better understanding and use of the Internet and related technology;

(b) to develop the administration of Internet domain names in Hong Kong;


(c) to administer a registration system for all levels of Internet domain names under the Hong Kong country code “.hk ccTLD” and its other equivalents and to establish and develop a self-regulatory framework in respect of such registration system;

(d) to provide services for registration of all levels of Internet domain names under the .hk ccTLD and its other equivalents including but not limited to registry services, registrar services and other services ancillary thereto;

(e) to administer and manage the allocation and assignment of Internet Protocol addresses in Hong Kong;

(f) to liaise with local and international bodies on issues relating to the development and administration of domain name systems and Internet Protocol addresses;

(g) to develop and establish a policy framework for the development and administration of Internet domain names under the .hk ccTLD and its other equivalents;

(h) to establish appropriate complaints handling and dispute resolution processes which provide for conciliation or redress of grievances on matters associated with the administration or use of Internet domain names under the .hk ccTLD and its other equivalents;

The powers of the Company are :

In furtherance of the above objects but not otherwise, the Company may:-

(i) hold or assist in holding exhibitions, competitions and organise lectures for the purpose of promoting the primary objects of the Company;

(ii) print, publish and sell periodicals, books or leaflets the contents of which are designed to promote the primary objects of the Company;

(iii) enter into any arrangements with any governments or authorities, supreme, municipal, local or otherwise, or any person or company that may seem conducive to the objects of the Company or any of them and to obtain from any such government, authority, person or company any rights, privileges, charters, contracts, licences and concessions which the Company may think desirable to obtain and to carry out, exercise and comply therewith;

(iv) apply for, invite and collect from Members of the Company or from any other persons, corporations or authorities, subscriptions, donations, gifts, bequests and any other assistance;

(v) acquire by purchase, gift or otherwise, any real or personal property whether subject to any special trust or not;

(vi) sell, improve, manage, develop, exchange, lease, mortgage, dispose of, turn to account or otherwise deal with all or any part of the property, assets, rights and privileges of the Company;

(vii) undertake and execute any trusts which may lawfully be undertaken by the Company;

(viii) borrow or raise money for the purposes of the Company and on such security as may be thought fit;

(ix) invest the moneys of the Company not immediately required for its purposes in or upon such investments, securities or property as may be thought fit;

(x) employ and remunerate and, from time to time if thought fit, dismiss and replace with others such employees and staff as the Company may think fit, and lawyers, accountants, surveyors and other professional or non-professional advisers or consultants as may be considered expedient;

(xi) draw, make, accept, endorse, discount, execute and issue promissory notes, cheques, bills of exchange and other negotiable or transferable instruments;

(xii) obtain any enactment or order for enabling the Company to carry any of its objects into effect or for effecting any modification of the Company’s constitution or for any other purpose which may seem expedient;

(xiii) vest any real or personal property, rights or interest acquired or belonging to the Company in any person for the benefit of the Company with a declaration in favour of the Company;

(xiv) establish and support or aid in the establishment and support of any associations or institutions or subsidiaries which have objects altogether or mainly similar to those of the Company and to subscribe or guarantee the payment of moneys which may seem directly or indirectly calculated to benefit the Company;

(xv) amalgamate with any companies, institutions, societies or associations which have objects altogether or mainly similar to those of the Company;

(xvi) procure the Company to be registered or recognised in any part of the world;

(xvii) co-operate with any local or public authority or other body;

(xviii) support or oppose any proceedings or applications which may seem calculated directly or indirectly to benefit or prejudice the Company’s interest;

(xix) pay out of the funds of the Company all expenses which the Company may lawfully pay with respect to the incorporation and registration of the Company;

(xx) insure with any company or person against losses, damages, risks and liabilities of all kinds which may affect the Company;

(xxi) carry out any other acts, works, enterprises or things which are incidental or conducive to the attainment of the above objects or any of them;

(xxii) carry on any other trade or business whatsoever which can, in the opinion of the Board of Directors, be advantageously carried on by the Company in connection with or ancillary to the general business of the Company;

Provided that:-

(aa) in case the Company shall take or hold any property which may be subject to any trusts, the Company shall only deal with or invest the same in such manner as allowed by law, having regard to such trusts;

(bb) the objects of the Company shall not extend to the regulations of relations between workers and employers or organisations of workers and organisations of employers;

(cc) the powers set forth in the Seventh Schedule of the Companies Ordinance, Chapter 32 of the laws of Hong Kong are hereby excluded.

4. USE OF INCOME AND PROPERTY

(a) The income and property of the Company, whencesoever derived, shall be applied solely towards the promotion of the objects of the Company as set forth in this Memorandum of Association.

(b) Subject to Clauses 5(b) and (c) below, no portion of the income and property of the Company shall be paid or transferred directly or indirectly, by way of dividend, bonus, or otherwise howsoever, to the Members of the Company.

5. REMUNERATION, INTEREST AND RENT

(a) No member of the Board or governing body of the Company shall be appointed to any salaried office of the Company, or any office of the Company paid by fees and no remuneration or other benefit in money or money’s worth (except as provided in (c) below) shall be given by the Company to any member of the Board or governing body.

(b) Nothing herein shall prevent the payment, in good faith, by the Company of reasonable and proper remuneration to any officer or servant of the Company, or to any Member of the Company not being a member of the Board or governing body of the Company in return for any services actually rendered to the Company.

(c) Nothing herein shall prevent the payment, in good faith, by the Company :-

(i) to any member of the Board or governing body of out-of-pocket expenses;

(ii) of interest on money lent by any Member of the Company or any member of the Board or governing body at a rate per year not exceeding 2% above the prime rate prescribed for the time being by the Hong Kong and Shanghai Banking Corporation Limited for Hong Kong dollar loans;

(iii) of reasonable and proper rent for premises demised or let by any Member of the Company or any member of the Board or governing body; and

(iv) of remuneration or other benefit in money or money’s worth to a body corporate in which a Member of the Company or a member of the Board or governing body is interested solely by virtue of being a member of that body corporate by holding not more than one-hundredth part of its capital or controlling not more than a one-hundredth part of its votes.

(d) No person shall be bound to account for any benefit he may receive in respect of any payment properly paid in accordance with (b) and (c) above.

6. LIMITED LIABILITY

The liability of the Members of the Company is limited.

7. CONTRIBUTION TO ASSETS

Every Member of the Company undertakes to contribute to the assets of the Company, in the event of its being wound up while such person is a Member or within one year after he ceased to be a Member, for payment of the debts and liabilities of the Company contracted before such person ceases to be a Member and of the costs, charges and expenses of winding up and for the adjustment of the rights of the contributories among themselves, such amount as may be required but not exceeding HK$1.00.


8. RIGHTS OF THE GOVERNMENT
Notwithstanding any provision herein or in the Company's Articles of Association (the "Articles"), any resolution of the Company
(a) to amend any right of the Government (as defined in the Articles) under these Articles;
(b) affecting the nomination, appointment or removal of an Appointed Director (as defined in the Articles) or the termination, alternation, modification, variation or suspension of his/her appointment as a Director; or
(c) to vary Clause 8 of the Memorandum of Association and Article 32 of the Articles
shall be the exclusive right of the Government. Other Members shall have no right to consider or vote on any of the resolutions aforesaid. Any such resolution aforesaid in writing (which shall include a facsimile transmission) signed by the Government shall be as effective as a resolution of the Company passed at a general meeting of the Company duly convened and held.
Any proposal to vary the Company's Memorandum and Articles of Association (such as on the composition of the Board of Directors and the Classes of Membership) shall be notified to and agreed by the Government before such proposal is put forward for resolution by Members at a general meeting.
9. APPLICATION OF EXCESS PROPERTY

If, upon the winding up or dissolution of the Company, there remains, after the satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among the Members of the Company but shall be given or transferred to some other institution or institutions having objects similar to the objects of the Company and which shall prohibit the distribution of its or their income and property among its or their Members to an extent at least as great as is imposed on the Company under or by virtue of Clause 4 of the Memorandum of Association, such institution or institutions to be determined by the Members of the Company at or before the time of dissolution and, in default thereof by a Judge of the High Court of the Hong Kong Special Administrative Region having jurisdiction in regard to charitable funds, and, if and so far as effect cannot be given to the aforesaid provision, then to some similar object.



WE, the several persons whose names, addresses and descriptions are hereto subscribed, are desirous of being formed into a company in pursuance of this Memorandum of Association.

Names, Addresses, Descriptions of Subscribers


Information Technology Services Department
資訊科技署
15/F, Wanchai Tower,
12 Harbour Road,
Wanchai,
Hong Kong
Public Body





For and on behalf of
Information Technology Services
Department 資訊科技署




_____________________________
Name: Mr. YAN Sik Lun
Title: Assistant Director (Management
and Community Services) of
Information Technology Services


Joint Universities Computer Centre Limited
大學聯合電腦中心有限公司
The Hong Kong Polytechnic University
Yuk Choi Road,
Hung Hom,
Kowloon
Body Corporate




For and on behalf of
Joint Universities Computer Centre Limited
大學聯合電腦中心有限公司




______________________________
Name: Dr. NG Nam
Title: Director, Joint Universities Computer Centre Limited


The Chinese General Chamber
of Commerce
香港中華總商會
4/F, 24-25 Connaught Road Central,
Hong Kong

Body Corporate





For and on behalf of
The Chinese General Chamber
of Commerce
香港中華總商會




_______________________________
Name: Mr. YU, Joseph Shin Gay
Title: Committee Member, The Chinese
General Chamber of Commerce


The Hong Kong General Chamber
of Commerce
香港總商會
22/F, United Centre,
95 Queensway,
Hong Kong

Body Corporate



For and on behalf of
The Hong Kong General Chamber
of Commerce
香港總商會


______________________________
Name: Dr. CHEUNG, Yiu Sing
Title: Assistant Director for Operations,
The Hong Kong General Chamber
of Commerce


Hong Kong Information Technology
Federation Limited
香港資訊科技商會
13/F, On Hing Building,
1 On Hing Terrace,
Central,
Hong Kong

Body Corporate



For and on behalf of
Hong Kong Information Technology
Federation Limited
香港資訊科技商會




_______________________________
Name: Mr. MOK, Charles Peter
Title: President, Hong Kong Information
Technology Federation Limited


Hong Kong Internet Service Providers
Association
香港互聯網供應商協會 Association
Room 901-905, Hua Fu Commercial
Building,
111 Queen's Road West,
Sheung Wan
Hong Kong

Society
For and on behalf of
Hong Kong Internet Service Providers
香港互聯網供應商協會



______________________________
Name: Mr. SOONG, Chester Tak Kar
Title: Chairman, Hong Kong
Internet Service Providers Association


The Law Society of Hong Kong
香港律師會
3/F, Wing On House
71 Des Voeux Road Central
Hong Kong
Body Corporate




For and on behalf of
The Law Society of Hong Kong
香港律師會



______________________________
Name: Mr. Herbert TSOI
Title: President
The Law Society of Hong Kong



Dated the 3rd day of December, 2001


WITNESS to the above signatures:



Name:- Mr. LAU Shek Lam
Address:- 8/F, Shui On Centre, 6-8 Harbour Road, Wanchai, Hong Kong
Occupation:- Information Technology

Hong Kong Computer Society
香港電腦學會
Room 1915, China Merchants Tower,
Shun Tak Centre,
168 Connaught Road Central,
Hong Kong

Body Corporate


For and on behalf of
Hong Kong Computer Society
香港電腦學會



______________________________
Name: Mr. Daniel LAI
Title: President
Hong Kong Computer Society



Dated the 29th day of November, 2001

WITNESS to the above signature:

______________________________
(Sd.) Chan Kam Che
G/F, House 10C, Hing Keng Shek, Sai Kung, N.T.
General Manager

THE COMPANIES ORDINANCE (CAP. 32)

________________________


COMPANY LIMITED BY GUARANTEE
AND NOT HAVING A SHARE CAPITAL

_________________________


ARTICLES OF ASSOCIATION

of

HONG KONG INTERNET REGISTRATION CORPORATION LIMITED
(香 港 互 聯 網 註 冊 管 理 有 限 公 司)
(As amended by special resolutions passed on 23 August 2008)

_________________________




DEFINITIONS

1. In these Articles, except where the context otherwise requires:-

“Appointed Director”
 
means a natural person who is appointed by the Government to act as a Director
in accordance with Article 40A.

“Board” and “Directors”
 
means the Appointed Directors and Non-Appointed Directors for the time being of the Company.

“Company”
 
means the Company incorporated as “HONG KONG INTERNET REGISTRATION CORPORATION LIMITED (香 港 互 聯 網 註 冊 管 理 有 限 公 司)”.

“Chairman”
 
means the chairman of the Board elected or appointed, as the case may be, in accordance with Article 48.

“Chief Executive Officer”
 
means the person for the time being appointed by the Board as the Chief Executive Officer of the Company.

“Government”
means the Government of the Hong Kong Special Administrative Region.

“Government Director”
 
means a natural person who is employed by the Government and appointed solely with the consent of the Government class to act as a Director of the Company.

“holding company”
has the meaning ascribed to it in section 2 of the Ordinance.

“Member”
 
means a person admitted to membership of the Company by the Board and whose name appears on the Register of Members for the time being or the Government.

“Non-Appointed Director”
 
means a natural person who is elected at a general meeting to act as a Director in accordance with Article 40.

“Office”
means the registered office, for the time being, of the Company.

“Ordinance”
 
means the Companies Ordinance, Chapter 32 of the laws of Hong Kong, and any modifications thereto.

“person”
 
means such persons as defined in the Interpretation and General Clauses Ordinance (Cap 1), associations, organisations or bodies residing in or registered under Hong Kong law.

“Register”
 
means the Register of Members of the Company to be kept pursuant to Section 95 of the Ordinance.

“Registrar”
 
means a person who acts as an interface between domain name holders and a Registry, providing registration services.

“Registry”
 


means the database administered by a Registry Operator, consisting of the zone file for a domain, containing the name and corresponding Domain Name System Resource Records, for each sub-domain of the domain. (Refer to IANA RFC 1034 for technical definitions.)

“Registry Operator”
 

means the Company or a person who has been accredited or licensed by the Company to maintain a Registry and/or to provide registry services in relation to the Registry.

“representative of the
    Government”
 
means any person duly authorised by the Government
Chief Information Officer to act for the purpose of the Memorandum and Articles of Association of the Company.

“Seal”
means the common seal of the Company.

“Service Partner”
 




means a person who has a valid agreement with the Company or its wholly-owned subsidiaries under the service partner program published from time to time on the web site of the Company or its wholly-owned subsidiaries to register domain names under the Hong Kong country code top level domain “.hk ccTLD” on behalf of his customers.

“subsidiaries”
has the meaning ascribed to it in section 2 of the Ordinance.

“year”
 
for the purpose of Article 38 and Article 40(h) means each period from the date of an annual general meeting of the Company to the date of the next annual general meeting.

References herein to Articles are to Articles of these Articles of Association. Words importing the singular shall include the plural and vice versa. Words importing the masculine shall include the feminine and vice versa. References to a Government department or job title of a Government official shall include any replacement department or job title holder that takes over the responsibilities of the former department or job title holder.


MEMBERSHIP

2. The number of Members with which the Company proposes to be registered is unlimited.

3. The Subscribers to the Memorandum of Association shall be the first Members of the Company and such persons as the Directors shall admit to membership in accordance with the Articles shall be Members of the Company.

4. Every application for membership shall be in such form as the Directors shall from time to time prescribe. Applications for membership shall be made to the Chief Executive Officer and such applications shall be considered by the Directors or by such person or persons as they shall appoint to process such applications and who shall decide upon the admission or rejection of the applicant. The Directors or their appointee shall not be obliged to inform a rejected applicant of the reason for his rejection.

5. No right or privilege of any Member shall be in any way transferable or transmittable.


CLASSES OF MEMBERSHIP

6A. The membership of the Company may be divided into such classes as the Directors may from time to time determine. Unless otherwise determined by the Directors, the classes of membership and their respective admission criteria shall be as follows:-
(a) Supply Class
(i) any person which is a Registry Operator (apart from the Company itself) for any level of Internet domain names under the Hong Kong country code top level domain ".hk cc TLD";
(ii) any person which is a Registrar (accredited by the Company) for any level of Internet domain names under the Hong Kong country code top level domain ".hk cc TLD";
(iii) any person which is a Service Partner in respect of domain name registration for any level of Internet domain names under the Hong Kong country code top level domain ".hk cc TLD".
(b) Demand Class
Any person which does not qualify for membership in the Supply Class.
6B. The Directors may from time to time formulate such rules consistent with these Articles for or relating to:
(a) the admission of any person as a Member; and
(b) the classification or re-classification of any Member or prospective Member as belonging to any class of membership, and
the Board shall appoint a committee to handle objections or disputes in relation to (a) and (b) above and make recommendations to the Board for consideration. The determination of the Board (acting reasonably) in accordance with such rules shall be final, conclusive and binding.

7. A Member of any one class may not be a Member of any other class at the same time.


ELIGIBILITY FOR MEMBERSHIP

8. All Members must satisfy the following membership requirements:-

(a) maintain a valid registration of one or more Internet domain names under the .hk ccTLD or its other equivalents; and

(b) have been admitted to membership of the Company in accordance with the Articles.

MEMBERSHIP FEES AND SUBSCRIPTIONS

9. Each Member shall pay such fees (if any) and subscriptions (if any) as shall from time to time be determined by the Company.


CESSATION OF MEMBERSHIP

10. A Member may terminate his membership at any time upon prior written notice to the Company but will remain liable to pay to the Company all moneys (if any) which, at the time of his ceasing to be a Member shall be due from him to the Company.

11. A Member shall cease to have all membership rights if his registration under Article 8(a) has become invalid for any reason.

11A. Any Member classified under any class, where it is a body corporate, shall notify the Company in the event that the corporate member has commenced a winding up proceeding (whether compulsory or voluntary, except for the purpose of re-construction or amalgamation). The corporate member shall cease to be a Member from the date of the winding up order or the date the voluntary winding up is deemed to commence. A Member other than a body corporate, shall notify the Company and shall cease to be a Member from the date of being adjudicated bankrupt or from the date of dissolution of the unincorporated body.


EXPULSION OF MEMBERS

12. Every Member on joining the Company impliedly undertakes to comply with these Articles, and any refusal or neglect to do so shall render a Member liable to expulsion by a resolution of a Directors' meeting provided that at least 21 days before such meeting the Member shall have had written notice of the meeting and of the allegations made against him and of the intended resolution, and that the Member shall at such meeting and before the passing of such resolution have had an opportunity of giving orally or in writing any explanation or defence he may think fit. A Member so expelled shall be entitled to appeal to the Members in general meeting in respect of any decision of the Directors to expel him by giving written notice of such intention to the Company within 14 days of the date of such expulsion. On receipt of such notice, the Directors shall convene an extraordinary general meeting upon 21 days' notice. The decision of the general meeting is final. A Member expelled under this rule shall forfeit all right in, and claim upon, the Company and its property.


GENERAL MEETINGS

13. The Company shall, in each year, hold a general meeting as its annual general meeting in addition to any other meetings in that year, and shall specify the meeting as such in the notices calling it. The annual general meeting shall be held at such time and place as the Directors shall appoint.
14. Any general meeting, other than an annual general meeting, shall be called an extraordinary general meeting.

15. The Directors may, whenever they think fit, convene an extraordinary general meeting to be held at such time and place as it shall determine. An extraordinary general meeting shall also be convened on a requisition of the Members in accordance with the Ordinance. If at any time there are not within Hong Kong sufficient Directors capable of acting to form a quorum, any Director or any two Members may convene an extraordinary general meeting in the same manner as nearly as possible as that in which meetings may be convened by the Directors.

16. Subject to Section 116C of the Ordinance, an annual general meeting and a meeting called for the passing of a special resolution shall be called by not less than 21 days' notice in writing and any other general meeting shall be called by not less than 14 days' notice in writing. The notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which it is given and shall specify the place, date and time of the meeting and, in the case of special business, the general nature of that business and shall be given in any manner specified in these Articles or in such other manner if any as may be prescribed by the Company in general meeting to such persons as are, under these Articles entitled to receive notices from the Company.

17. A meeting of the Company shall, notwithstanding that it is called by shorter notice than prescribed in Article 16, be deemed to have been duly convened if it is so agreed, in the case of a meeting called as an annual general meeting, by all the Members entitled to attend and vote at the meeting and, in the case of any other meeting, by a majority in number of the Members having a right to attend and vote at the meeting, being a majority together representing not less than 95 per cent. of the total voting rights of all the Members entitled to attend and vote at the meeting.

18. The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any Member shall not invalidate the proceedings at any meeting.


CORPORATIONS ACTING BY REPRESENTATIVES AT MEETING

19. Any corporation which is a Member may by resolution of its board of directors or other governing body as appropriate authorise such person as it thinks fit to act as its representative at any general meeting of the Company, and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation he represents as that corporation could exercise if it were an individual member.


PROCEEDINGS AT GENERAL MEETINGS

20. The quorum for a general meeting shall be eight Members and the quorum must continue to be present throughout the meeting and the quorum must include a representative of the Government.

21. All business shall be deemed special that is transacted at an extraordinary general meeting and all that is transacted at an annual general meeting except for consideration of the accounts, balance sheets and the reports of the Directors and auditors, the election of Directors in place of those retiring and appointing and fixing the remuneration of the auditors.
22. If within 15 minutes from the time appointed for a meeting, a quorum is not present, the meeting, if convened upon the requisition of Members, shall be dissolved but, in any other case, it shall be adjourned to the same day in the next week at the same time and place, or to such other day, time and place as the Directors may determine, and if a quorum is not present at the adjourned meeting within half an hour from the time appointed for the meeting but the Members present includes a representative of the Government, the Members present shall be a quorum.

23. The Chairman shall preside as chairman at every general meeting but if at any meeting he is not present at the time appointed for holding the meeting or is unwilling to preside, the Directors present shall choose one of their number to preside as chairman. If no Director is present, the Members shall elect one of their own number as chairman of the meeting.

24. The chairman of the meeting 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 30 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.

25. 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 demanded (before or on the declaration of the result of the show of hands):-

(a) by the chairman of the meeting; or

(b) by at least two Members present in person; or

(c) by a representative of the Government; or

(d) by any Member or Members present in person and representing not less than one-tenth of the total voting rights of all the Members having the right to vote at the meeting.

Unless a poll is so demanded a declaration by the chairman of the meeting 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 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 such resolution.
The demand for a poll may be withdrawn.

26. Except as provided in Article 28, if a poll is duly demanded it shall be taken in such manner as the chairman of the meeting directs, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

27. 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.

28. A poll demanded on the election of a chairman, or on a question of adjournment, shall be taken forthwith. A poll demanded on any other question shall be taken at such time as the chairman of the meeting directs, and any business other than that upon which a poll has been demanded may be proceeded with pending the taking of the poll.

29. With respect to a resolution duly proposed as a special resolution, no amendment to such resolution (other than an amendment to correct a patent error) may be considered or voted on during a general meeting at which such resolution is to be considered or voted on.

30. With respect to a resolution duly proposed as an ordinary resolution, no amendment to such resolution (other than an amendment to correct a patent error) may be considered or voted on during a general meeting at which such resolution is to be considered or voted on unless, at least forty-eight hours before the time appointed for the holding of such meeting or an adjourned meeting at which such resolution is to be considered or voted on, notice of the amendment to such resolution and of the intention to move it has been lodged at the Company's registered office.

31. If an amendment is proposed to a resolution under consideration which in good faith is ruled out of order by the chairman of the meeting, the proceedings on the substantive resolution shall not be invalidated by an error in such ruling.


VOTES OF MEMBERS

32. Subject to the provision of this Article, each Member shall be entitled to one vote at a general meeting of the Company. Subject to the provisions of this Article, the votes of Members, irrespective of the class of membership to which they belong, shall carry the same rights save for the right to nominate and elect the Directors and any rights of the Government. Members may vote at a general meeting in person, by post or via the Internet in such manner as the Directors shall prescribe from time to time and subject always to the laws of Hong Kong. Voting by proxy will not be permitted.
Notwithstanding any provision herein, any resolution of the Company
(a) to amend any right of the Government under these Articles;
(b) affecting the nomination, appointment or removal of any Appointed Director or the termination, alternation, modification, variation or suspension of his appointment as a Director; or
(c) to vary this Article
shall be the exclusive right of the Government. Other Members shall have no right to consider or vote on such resolutions. Any such resolution aforesaid in writing (which shall include a facsimile transmission) signed by the Government shall be as effective as a resolution of the Company passed at a general meeting of the Company duly convened and held.


BOARD OF DIRECTORS

33. The management of the Company and of its property and funds shall be vested in the Directors.

34. The following persons shall be appointed in writing by the subscribers to the Memorandum of Association of the Company as the first Directors of the Company. Thereafter the Directors, except the Government Director, shall be elected at the annual general meeting in accordance with the provisions of Article 40.

(a) The Government Director;

(b) one representative from the Joint Universities Computer Centre Limited;

(c) one representative from the Chinese General Chamber of Commerce;

(d) one representative from the Hong Kong Chamber of Commerce;

(e) one representative from the Hong Kong Information Technology Federation;

(f) one representative from the Hong Kong Internet Service Providers Association;

(g) one representative from the Law Society of Hong Kong; and

(h) one representative from the Hong Kong Computer Society.

35. The Board of Directors shall consist of not less than 4 and not more than 8 persons. Notwithstanding any provision herein, 4 of the Directors shall be Appointed Directors. The Directors, other than the Appointed Directors, shall be elected by the Members at a general meeting of the Company in accordance with the provisions of Article 40.

ROTATION OF THE BOARD OF DIRECTORS

36. With the exception of the Government Director all the first Directors will retire at the first annual general meeting of the Company.

37. Unless otherwise provided in these Articles or resolved by the Company in general meeting, the office of any Non-Appointed Director shall continue until the third annual general meeting after his last election, provided that at the annual general meeting in every year subsequent to the first annual general meeting, one-third of the Non-Appointed Directors for the time being, or, if their number is not 3 or a multiple of 3, then the number nearest one-third, shall retire from office. The Non-Appointed Directors to retire in every year shall be those who have been longest in office since their last election, but as between the persons who became Non-Appointed Directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot.

38. A retiring Non-Appointed Director shall be eligible for re-election except that no Non-Appointed Director shall serve more than two consecutive terms or a total of nine years (in his office as a Non-Appointed Director), as the case may be.


NOMINATION OF THE BOARD OF DIRECTORS

39. Each class of Members shall be entitled to nominate persons for election as Non-Appointed Directors of the Company as follows: -
Class Nomination of Number of Non-Appointed Directors
Supply Class 2
Demand Class 2


ELECTION AND APPOINTMENT OF THE BOARD OF DIRECTORS

40. The Directors of the Board, except any Appointed Director(s), shall be elected in the following manner:

(a) The Members of each class shall elect such number of Directors (as may from time to time be determined by the Directors) to the Board to represent them in each of such classes.

(b) Each candidate standing for election to the Board for each class of Members must be a natural person proposed by an existing Member of the Company and seconded by another existing Member of the Company. Both of the proposer and the seconder must be from the same class of Members as the class for which the candidate is standing for election.

(c) A candidate for election to the Board cannot stand for more than one class of Members at the same election.

(d) If on the close of the nomination period, the number of candidates standing for election to the Board for a class is equal to or less than the number of vacancies for such class, the nominated candidates shall be deemed to be elected. If there is any vacancy in the Board for any classes of Members, such vacancy shall be filled by a by-election by the Members of such class within one month of the occurrence of such vacancy in accordance with procedures set out in this Article 40.

(e) If the number of candidates standing for election to the Board for a class is greater than the number of vacancies in the Board for such class, the election to the Board shall be made by way of a ballot.

(f) Each Member of a class is entitled to a number of votes which is equal to the number of vacancies to the Board for the relevant class. No Member so voting may cast more than one (1) vote in favour of each candidate.

(g) The candidates receiving the greatest number of votes in their favour within their classes will be declared to be elected to the Board for such class. In the case of an equality of votes, the election shall be decided by way of lot.

(h) With the exception of any Appointed Director(s), the term of office of a Director elected in accordance with Article 40 shall be three years.

40A. The Government shall be entitled to appoint any Appointed Directors to the Board at any time and give a notice to the Company after such appointment.


POWERS OF THE BOARD OF DIRECTORS

41. The Directors may exercise all such powers and do all such things as are not required by the Ordinance or these Articles to be exercised or done by the Company in general meeting, subject nevertheless to the provisions of the Ordinance and these Articles and to any regulations prescribed by the Company in general meeting, provided that no such regulation shall invalidate any prior act of the Directors which would have been valid if such regulation had not been made.

42. All cheques drawn on the Company's bank account or accounts, all orders for payment and other negotiable instruments made or issued by the Company, all receipts for moneys paid to the Company and all other contracts entered into by the Company in the ordinary course of business, shall be signed, drawn, accepted, endorsed, or otherwise executed as the case may be, in such manner as the Directors shall from time to time by resolution determine.

43. The Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking and property, or any part thereof.

44. The Directors shall have power to employ and dismiss staff of the Company and to make provision for pensions, gratuities, retirement and other benefits for such staff.

45. The Directors may delegate in writing any of their powers to committees or
sub-committees to be appointed by it, consisting of such persons as the Directors may think fit, and may from time to time revoke such delegation or revoke the appointment of and discharge any such committee or sub-committee either wholly or in part and either as to persons or purposes.

46. The Directors shall have power from time to time to make, amend and repeal all such rules as it may deem necessary or convenient for the carrying out of the objects of the Company and for the proper conduct and management of the Company. No rules shall be inconsistent with, nor shall they affect or repeal anything contained in the Memorandum or Articles of Association and any rule may be repealed by an ordinary resolution passed at a general meeting of the Company.

47. The Directors shall cause minutes to be made in books provided for the purpose:-

(a) of all appointments of officers made by the Directors;

(b) of the names of the Directors present at each meeting of the Director and of any committee or sub-committee of the Directors;

(c) of all resolutions and proceedings at all meetings of the Company, and of the Directors and of any committee or sub-committee of the Directors.

47A. The Company shall establish a consultative and advisory panel in relation to the management and affairs of the Company and its subsidiaries and to advise the Board on major ccTLD issues and facilitates the interaction of the Board with the stakeholders in general and with specific interest groups. The composition of such panel, its terms of reference and the timing of its establishment, shall be determined by the Government. The Board shall take into account (but shall not be obliged to follow) the recommendations of such panel. However, the Board shall, if required by any Member or such panel, account for its decision in the event that it decides not to follow the recommendations of such panel.


CHAIRMAN

48. The Board may elect a Director as the Chairman, who shall have such duties as the Board shall decide and shall cease to hold the office of Chairman when he ceases to be a Director of the Company or the Board terminates his appointment of a Chairman. In the event that no Chairman is elected, the Government shall be entitled to appoint a Director to be the Chairman.


SECRETARY AND OFFICERS

49. The Directors shall appoint the Secretary and may appoint such other officers as they think fit from time to time, at such remuneration and upon such conditions as the Directors may determine. The Secretary and officers so appointed may be removed by the Directors. The person appointed as Secretary shall be deemed to be the Secretary for the purposes of the Ordinance and these Articles.


CHIEF EXECUTIVE OFFICER

50. The Directors may appoint a Chief Executive Officer of the Company at such remuneration and upon such conditions as the Directors think fit and any person so appointed may be removed by the Directors. The Chief Executive Officer shall be entitled to receive notice of and to attend meetings of the Board but shall not be entitled to vote thereat.


THE SEAL

51. The Directors shall provide for the safe custody of the Seal which shall not be affixed to any instrument except by authority of a resolution of the Directors. Every instrument to which the Seal is affixed shall be signed by one Director and shall be countersigned by the Chief Executive Officer or by a second Director or by some other person appointed by the Directors for this purpose.


PROCEEDINGS OF THE BOARD OF DIRECTORS

52. The Directors may meet and regulate its business as they think fit.

53. The quorum for a meeting of the Directors shall be not less than half of the Directors (which must include at least one Appointed Director) for the time being provided that if, within half an hour from the time appointed for the meeting, a quorum is not present, the meeting shall be adjourned to such other day, time and place as those present may determine and if, at the adjourned meeting, a quorum is not present within half an hour from the time appointed for the meeting, two Directors (which must include at least one Appointed Director) shall be a quorum.

54. Questions arising at any meeting of the Directors shall be decided by a majority of votes. In the case of an equality of votes, the Chairman of the Board shall have a casting vote.

55. A Director may and the Secretary at any time, on the requisition of a Director, shall convene a meeting of the Directors. It shall not be necessary to give notice of a meeting of the Directors to any Director for the time being absent from Hong Kong.

56. The continuing Directors may continue to act, and to carry out all the functions of the Directors notwithstanding any vacancy.

57. If, at any meeting of the Directors, the Chairman is not present at the time appointed for holding the same, the Directors present shall choose one of their number to be chairman of the meeting.

58. A director may attend a meeting of the Directors in person, or via available electronic means including telephone conference or video conference.

59. A resolution in writing (which shall include a facsimile transmission) signed by all Directors shall be as effective as a resolution passed at a meeting of Directors duly convened and held and may consist of several counterparts, each signed by one or more of the Directors.

60. All acts done at any meeting of Directors or of a committee or sub-committee of the Directors or by any person acting as a Director shall, notwithstanding that it may afterwards be 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 Member of the Board.

61. (a) A Director who is, whether directly or indirectly, interested in a contract or proposed contract with the Company shall declare the nature and extent of his interest at a Board meeting at which the question of entering into such contract is first taken into consideration or, if the Director was not at the date of that meeting interested in such contract, at the next Board meeting held after he became interested. If the Director becomes interested in a contract after it is made, the declaration shall be made at the first Board meeting held after he became interested. If the Director is interested in a contract which was made before he was appointed a Director, the declaration shall be made at the first Board meeting held after he is appointed.

(b) A general notice given to the Board by a Director that:

(i) he is a member of a specified company or firm and is to be regarded as interested in any contract with which, after the date of the notice, the Company is made with such company or firm; or

(ii) he is to be regarded as interested in any contract with which, after the date of the notice, the Company is made with a specified person who is connected with him;

shall (if such Director gives the notice at a Board meeting or takes reasonable steps to secure that the notice is brought up and read at the next Board meeting after the notice is given) be deemed a sufficient declaration of interest in relation to the contract.

(c) In this Article, a reference to a contract shall include a transaction or arrangement, whether or not constitute a contract.

62. A Director shall not vote (but shall be counted towards the quorum present at the meeting) in respect of any contract in which he is interested or any matter arising therefrom, and if he does so vote his vote shall not be counted.


REMOVAL OF DIRECTORS

63. Save for any Appointed Director(s), the Company may by ordinary resolution remove any Director before the expiration of his period of office notwithstanding anything in these Articles.

63A. The Government shall be entitled to remove any Appointed Directors from the Board and appoint another person to fill the vacancy of the Appointed Director in the Board of the Directors at any time and give a notice of removal and appointment to the Company after such removal and appointment.

64. Any casual vacancy of Non-Appointed Director in the Board of Directors or a vacancy resulting from the removal of a Non-Appointed Director under Article 63 may be filled by a Non-Appointed Director nominated by the class of Members which originally appointed the director removed by the Company in accordance with the procedures set out in Article 40. Any person so appointed shall serve only for the unexpired term of the Non-Appointed Director whom he has replaced but shall be eligible for re-election in accordance with Article 38. The unexpired term served by such replacement Non-Appointed Director shall, for the purposes of Article 38, be counted as one full term.


DISQUALIFICATION OF MEMBERS OF THE BOARD

65. The office of a Director shall be vacated if such Director:-

(a) becomes bankrupt or makes any arrangement or composition with his creditors generally; or

(b) becomes prohibited by law or court order from being a director of a company; or

(c) is subject to an order which is made by a court claiming jurisdiction for that purpose on the ground of mental disorder for his detention or for the appointment of a guardian or receiver or other person to exercise powers with respect to his property or affairs; or

(d) resigns his office by notice in writing to the Company given in accordance with section 157D(3)(a) of the Ordinance; or

(e) in the case of an Appointed Director, is removed by the Government;

(f) shall for more than 6 months have been absent without permission of the Directors from meetings of the Directors held during that period; or

(g) is directly or indirectly interested in any contract (being a contract of significance in relation to the Company's business) with the Company and, if his interest in the contract is material, fails to declare the nature of his interest in manner required by section 162 of the Ordinance;

(h) fails to observe and comply with the "Code of Conduct for the Board of Directors" of the Company prevailing at the time.


ACCOUNTS

66. The Directors shall cause proper books of account to be kept with respect to:-

(a) all sums of moneys received and expended by the Company and the matters in respect of which the receipt and expenditure takes place;

(b) the assets and liabilities of the Company;

(c) all sales and purchases of goods by the Company; and

(d) all other matters necessary to show a true and fair view of the financial state and condition of the Company.

67. The books of account shall be kept at the Office or at such other place as the Directors think fit and shall always be open to the inspection of the Directors.

68. The Directors shall determine the extent to which the accounts and books 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 inspection of any account, book or document of the Company except as conferred by statute or authorised by the Directors or by the Company in general meeting.

69. The Directors shall from time to time in accordance with sections 122, 124 and 129D of the Ordinance, cause to be prepared and to be laid before the Company in general meeting such income and expenditure statement, balance sheets and reports as are referred to in those sections.

70. Auditors shall be appointed and their duties regulated in accordance with the Ordinance. The auditors appointed by the Company may attend general meetings and speak on any part of the business which concerns him as auditor.


NOTICES

71 A notice may be served by the Company upon any Member by personal delivery or by sending it through the post or by electronic means such as facsimile transmission or
e-mail transmission to the postal address (which shall be an address in Hong Kong), facsimile number (which shall be a number in Hong Kong) or e-mail address of the Member appearing in the Register. In the case of the service of notice by post, it shall be deemed to have been served on the third day following that on which the notice is put on the post and, in the case of a facsimile transmission or an e-mail transmission, shall be deemed to have been served at the time of dispatch. In proving such service, it shall be sufficient to prove that a prepaid envelope containing the notice was properly addressed in accordance with this Article and sent through the post and, in the case of a notice sent by facsimile transmission or e-mail transmission, that the facsimile number or e-mail address used was the registered facsimile number or e-mail address of the Member being served with such notice.


INDEMNITY

72. Every Director of the Company shall not have any personal liability for any act performed in his or her capacity as a Director of the Company except for such acts as would constitute a violation of the laws of Hong Kong. In addition, to the extent permitted by the laws of Hong Kong, the Company shall indemnify every Director of the Company against any and all expenses, judgements, fines, settlements and other amounts actually and reasonably incurred by him or her in connection with any threatened, pending or completed action, suit or proceedings, whether civil, administrative or investigative, to which he or she may be subjected in the fulfillment of his or her duties, except in respect of wilful misconduct or gross negligence.

Without prejudice to the foregoing provision and subject to the provisions of the Companies Ordinance (Cap. 32), the Directors may purchase and maintain insurance at the expense of the Company for the benefit of the Directors and other officers and auditors of the Company against any liability attached to any of them or any loss or expenditure incurred by them in relation to anything done or omitted or alleged to have been done or omitted as Directors, officers or auditors.


Names, Addresses, Descriptions of Subscribers


Information Technology Services Department
資訊科技署
15/F, Wanchai Tower,
12 Harbour Road,
Wanchai,
Hong Kong
Public Body





For and on behalf of
Information Technology Services
Department 資訊科技署




_____________________________
(Sd.) Mr. YAN Sik Lun
         Assistant Director (Management
         and Community Services) of
         Information Technology Services


Joint Universities Computer Centre Limited
大學聯合電腦中心有限公司
The Hong Kong Polytechnic University
Yuk Choi Road,
Hung Hom,
Kowloon
Body Corporate




For and on behalf of
Joint Universities Computer Centre Limited
大學聯合電腦中心有限公司




______________________________
(Sd.) Dr. NG Nam
         Director, Joint Universities Computer Centre
         Limited


The Chinese General Chamber
of Commerce
香港中華總商會
4/F, 24-25 Connaught Road Central,
Hong Kong

Body Corporate





For and on behalf of
The Chinese General Chamber
of Commerce
香港中華總商會




_______________________________
(Sd.) Mr. YU, Joseph Shin Gay
         Committee Member, The Chinese
         General Chamber of Commerce


The Hong Kong General Chamber
of Commerce
香港總商會
22/F, United Centre,
95 Queensway,
Hong Kong

Body Corporate



For and on behalf of
The Hong Kong General Chamber
of Commerce
香港總商會


______________________________
(Sd.) Dr. CHEUNG, Yiu Sing
         Assistant Director for Operations,
         The Hong Kong General Chamber
         of Commerce


Hong Kong Information Technology
Federation Limited
13/F, On Hing Building,
1 On Hing Terrace,
Central,
Hong Kong

Body Corporate



For and on behalf of
Hong Kong Information Technology
Federation Limited




_______________________________
(Sd.) Mr. MOK, Charles Peter
         President, Hong Kong Information
         Technology Federation Limited


Hong Kong Internet Service Providers
Association
香港互聯網供應商協會 Association
Room 901-905, Hua Fu Commercial
Building,
111 Queen's Road West,
Sheung Wan
Hong Kong

Society
For and on behalf of
Hong Kong Internet Service Providers
香港互聯網供應商協會



______________________________
(Sd.) Mr. SOONG, Chester Tak Kar
         Chairman, Hong Kong
         Internet Service Providers Association


The Law Society of Hong Kong
3/F, Wing On House
71 Des Voeux Road Central
Hong Kong
Body Corporate




For and on behalf of
The Law Society of Hong Kong



______________________________
(Sd.) Mr. Herbert TSOI
         President
         The Law Society of Hong Kong



Dated the 3rd day of December, 2001


WITNESS to the above signatures:



(Sd.) Mr. LAU Shek Lam
         8/F, Shui On Centre, 6-8 Harbour Road, Wanchai, Hong Kong
         Systems Analyst

Hong Kong Computer Society
香港電腦學會
Room 1915, China Merchants Tower,
Shun Tak Centre,
168 Connaught Road Central,
Hong Kong

Body Corporate


For and on behalf of
Hong Kong Computer Society
香港電腦學會



______________________________
(Sd.) Mr. Daniel LAI
         President
         Hong Kong Computer Society



Dated the 29th day of November, 2001

WITNESS to the above signature:

______________________________
(Sd.) Chan Kam Che
         G/F, House 10C, Hing Keng Shek, Sai Kung, N.T.
         General Manager