Dated This 5th Day of February 2010 By and Among Harmony Energy Limited Zhang Ruilin Zhao Jiangwei Shang Zhiguo MIE Holdings Corporation AND Far East Energy Limited SHARES PURCHASE AGREEMENT relating to the purchase of 3,642,512 Series B Preferred...

Execution Copy

Exhibit 10.35

Dated This 5th Day of February 2010

By and Among

Harmony Energy Limited

Zhang ▇▇▇▇▇▇

▇▇▇▇ Jiangwei

Shang Zhiguo

MI Energy Corporation

MIE Holdings Corporation

AND

Far East Energy Limited

SHARES PURCHASE AGREEMENT

relating to the purchase of

3,642,512 Series B Preferred Shares

of
MIE HOLDINGS CORPORATION

TABLE OF CONTENTS

1.		DEFINITIONS AND INTERPRETATION				1
2.		PURCHASE AND SALE OF THE PURCHASED SHARES; COMPLETION				8
3.		WARRANTIES AND UNDERTAKINGS				9
4.		INTENTIONALLY LEFT BLANK				11
5.		CONDITIONS PRECEDENT; DELIVERIES AT COMPLETION				11
6.		SURVIVAL AND INDEMNITIES				12
7.		ANNOUNCEMENTS AND CONFIDENTIALITY				16
8.		RELEASE AND INDULGENCE				17
9.		NOTICES				17
10.		GOVERNING LAW				18
11.		ARBITRATION				18
12.		MISCELLANEOUS				19

SCHEDULES AND EXHIBITS

SCHEDULE 1		PARTICULARS OF THE SHAREHOLDERS IMMEDIATELY PRIOR TO THE COMPLETION AND IMMEDIATELY AFTER THE COMPLETION
SCHEDULE 2		COMPANY WARRANTIES
EXHIBIT A		FEEL SHAREHOLDERS UNDERTAKINGS
EXHIBIT B		RESTATED ARTICLES
EXHIBIT C		SHAREHOLDERS AGREEMENT
EXHIBIT D		TPG WAIVER LETTER
EXHIBIT E		SINO LINK WAIVER LETTER
EXHIBIT F		DEED OF PARTIAL RELEASE AND AMENDMENT
EXHIBIT G		HARMONY SHARE CHARGE
EXHIBIT H		CREDIT SUPPORT AGREEMENT
EXHIBIT I		GUARANTY
EXHIBIT J		HONG KONG LEGAL OPINION
EXHIBIT K		BRITISH VIRGIN ISLANDS LEGAL OPINION

THIS SHARES PURCHASE AGREEMENT (this “Agreement”) is made on the 5th day of February 2010 by and among:

(1)		HARMONY ENERGY LIMITED, a company incorporated in the British Virgin Islands and a wholly owned subsidiary of Ever Union Capital Limited (the “Purchaser”);
(2)		FAR EAST ENERGY LIMITED, a company incorporated in the Hong Kong Special Administrative Region of the People’s Republic of China (“FEEL”);
(3)		▇▇▇▇▇ ▇▇▇▇▇▇, an individual whose passport number is ▇▇▇▇▇▇▇▇▇ (“Zhang”);
(4)		ZHAO JIANGWEI, an individual whose passport number is ▇▇▇▇▇▇▇▇▇ (“Zhao”);
(5)		SHANG ZHIGUO, an individual whose passport number is ▇▇▇▇▇▇▇▇▇ (“Shang” and together with Zhang and Zhao, the “FEEL Shareholders”);
(6)		MI ENERGY CORPORATION, an exempted company incorporated with limited liability in the Cayman Islands (“MIE”); and
(7)		MIE HOLDINGS CORPORATION, an exempted company incorporated with limited liability in the Cayman Islands (the “Company”).

(The Purchaser, FEEL, the FEEL Shareholders, MIE and the Company are hereinafter referred to collectively as the “Parties” and individually as a “Party”).

WHEREAS, FEEL desires to sell to the Purchaser and the Purchaser desires to purchase from FEEL 3,642,512 Series B Preferred Shares of the Company on the terms and subject to the conditions contained in this Agreement; and

WHEREAS, as an inducement for the FEEL Shareholders, FEEL, MIE and the Company to enter into this Agreement, Ever Union Capital Limited (“Ever Union”) will guarantee certain of the obligations of the Purchaser as set forth herein and in the Guaranty (as defined below).

NOW THEREFORE, in consideration of the premises and of the representations and warranties hereinafter contained, and upon the terms and subject to the conditions stated herein, the Parties agree as follows:

1.		DEFINITIONS AND INTERPRETATION
1.1		Definitions. In this Agreement the following words or expressions have the following meanings:

“Action”		means any action, order, writ, injunction, judgment or decree outstanding or any claim, suit, litigation, proceeding at law or in equity, labour dispute, arbitral action, governmental audit or governmental investigation.
“Affiliate”		means, with respect to any specified Person, any other

		Person who or which, directly or indirectly, controls, is controlled by, or is under common control with, such specified Person, including, without limitation, any general partner, officer, director, member, manager or employee of such Person and any investment fund now or hereafter existing that is controlled by or under common control with one or more general partners or managing members of, or shares the same management company with, such Person; provided, that (i) with respect to the Purchaser, Affiliate shall include any other person that controls, is controlled by, or is under common control with Ever Union and/or its Affiliates; (ii) with respect to FEEL, Affiliate shall include Zhang and Zhao and each of their respective Affiliates; (iii) with respect to Zhang, Affiliate shall include FEEL and its Affiliates, Zhao and his Affiliates and Zhang’s direct family members; and (iv) with respect to Zhao, Affiliates shall include FEEL and its Affiliates, Zhang and his Affiliates and Zhao’s direct family members.
“Agreement”		has the meaning given such term in the Preamble.
“Business Day”		means any day that is not a Saturday, a Sunday or a day on which banks are required or permitted to be closed in the Hong Kong SAR or Beijing, the PRC.
“CITIC KaWah”		means CITIC Ka Wah Bank Limited.
“CITIC KaWah Facility”		means the US$200,000,000 Transferable Term Loan and Revolving Credit Facility Agreement dated 28 July 2009 between MI Energy Corporation as borrower, CITIC Ka Wah Bank Limited as facility agent and offshore security agent, China CITIC Bank Corporation Limited, Guangzhou Branch as onshore security agent, and the banks and other financial institutions named therein as lenders.
“Company”		has the meaning set forth in the Preamble.
“Company Board”		means the board of directors for the time being of the Company or the Directors present or deemed present at a duly convened meeting of the Directors at which a quorum is present.
“Company Warranties”		means the warranties set forth in Schedule 2.
“Completion”		has the meaning given such term in Clause 2.2 (a).
“Completion Date”		has the meaning given such term in Clause 2.2
“Consent”		means any authorisation, waiver, release, exemption, consent or other approval of, from or imposed by, any

		Person (other than a Governmental Authority).
“Credit Support Agreement”		means the Credit Support Agreement to be entered into by the Purchaser, TPG, FEEL, the Company and MIE in the form attached hereto as Exhibit H.
“Deed of Partial Release and Amendment”		means the deed to be entered into by TPG and FEEL in the form attached hereto as Exhibit F, pursuant to which TPG agrees to release 444,738 Ordinary Shares from the security created by the Old TPG Share Charge.
“Encumbrance”		means any deed to secure debt, assignment, security interest, security right, pledge, lien, charge, option, encumbrance and claim or right of any kind of third Persons, whether voluntarily incurred or arising by operation of law, including any agreement to give any of the foregoing in the future, and in relation to shares in the issued shares capital of a company, any right to appoint a proxy, exercisable by any party other than the holder of such shares.
“Ever Union”		has the meaning set forth in the Recitals.
“FEEL Board”		means the board of directors for the time being of FEEL or the directors of FEEL present or deemed present at a duly convened meeting of the board of directors of FEEL at which a quorum is present.
“FEEL Shareholders”		has the meaning given such term in the Preamble.
“FEEL Shareholders Undertakings”		means the undertaking letter agreement from the FEEL Shareholders to the Purchaser in the agreed form attached as Exhibit A.
“General Warranty Expiration Date”		has the meaning given such term in Clause 6.1.
“GOC”		means Global Oil Corporation.
“Governmental Authority”		means any national or local government (whether domestic or foreign), any political subdivision thereof or any other governmental, quasi-governmental, juridical, public, regulatory, legislative or statutory instrumentality, authority, body, agency, department, bureau or entity (including any zoning authority or any comparable authority) or any arbitrator with authority to bind a Person at law.
“Governmental Rule”		means any law, rule, regulation, ordinance, order, code, Permit, interpretation, judgment, decree, directive,

		guideline, policy or similar form of decision of any Governmental Authority having the effect and force of law.
“Guaranty”		means the guaranty to be entered into by and between Ever Union and FEEL in the form attached hereto as Exhibit I.
“Harmony Share Charge”		means the share charge to be entered into by Purchaser and TPG in the form attached hereto as Exhibit G, pursuant to which Purchaser will charge 889,476 Series B Preferred Shares purchased from FEEL by way of first ranking charge in favour of TPG.
“HKIAC”		has the meaning given such term in Clause 11.2(a).
“IFRS”		means the International Financial Reporting Standards.
“Indemnity Cap”		means an amount equal to 45% of the Purchase Price.
“Indonesian JVs”		means (a) PT. MI Energy Indonesia, a limited liability company domiciled in Jakarta and formed in 2007 by MIE, Sinofar Limited (a company domiciled in Singapore), ▇▇. ▇▇▇▇▇ Huien, ▇▇. ▇▇▇▇▇ Ruilin and PT. ▇▇▇▇▇▇▇ ▇▇▇▇ (a company domiciled in Jakarta); (b) a joint venture established pursuant to a joint venture agreement dated May 3, 2007 between PT. MI Energy Indonesia and PT. Petro Muba; (c) a joint venture established pursuant to a joint venture agreement dated 2007 between PT. MI Energy Indonesia and Perusahaan Daerah Sarana Pembangunan Muara Enim; and (d) PT. Excel Delight International Energy, a limited liability company domiciled in Jakarta and formed in 2007 by MIE, Darfield International Limited, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ and PT. ▇▇▇▇▇▇▇ ▇▇▇▇.
“Joint Management Committee”		has the meaning given such term in the Production Sharing Contracts.
“Losses”		has the meaning given such term in Clause 6.2.
“Material Adverse Effect”		means a material adverse effect on the business, results of operation or financial condition of the Company and its Subsidiaries taken as a whole; provided, however, that Material Adverse Effect shall not be deemed to include the effects of (a) any changes or developments generally affecting the industry in which the Company or any of its Subsidiaries operates, which changes or developments do not disproportionately affect the Company relative to other participants in such industry in any material respect, (b) any changes or developments in connection with general economic, political or regulatory conditions, which

		changes do not disproportionately affect the Company or any of its Subsidiaries and (c) any changes or proposed changes in IFRS.
“MIE”		has the meaning set forth in the Preamble.
“MIE Board”		means the board of directors for the time being of MIE or the directors of MIE present or deemed present at a duly convened meeting of the board of directors of MIE at which a quorum is present.
“Notices”		has the meaning given such term in Clause 9.
“Old TPG Share Charge”		means the share charge dated July 9, 2009 between TPG and FEEL pursuant to which FEEL charged by way of first ranking charge 2,064,777 Ordinary Shares in favour of TPG.
“Ordinary Shares”		means the Ordinary Shares of the Company par value US$0.01 per share.
“Parties” or “Party”		has the meaning given such terms in the Preamble.
“Per Share Purchase Price”		means US$24.70 per Series B Preferred Share.
“Person”		means any natural person, individual, partnership, joint venture, company, corporation, trust, estate, juridical entity, firm, association, statutory body, unincorporated organization, or Governmental Authority or any other entity whether acting in an individual, fiduciary or other capacity.
“PRC”		means the Peoples’ Republic of China (for the purpose of this Agreement only, not including Hong Kong, Macau and Taiwan).
“Production Sharing Contracts”		means collectively, the (i) Petroleum Contract for Development and Production of the Daan Oil Field of Jilin Province, PRC between GOC and China National Petroleum Corporation on December 16, 1997, as amended on October 25, 2000 and December 20, 2001, as amended, modified and supplemented; (ii) Petroleum Contract for Development and Production of the Miao3 Oil Field of Jilin Province, PRC between GOC and China National Petroleum Corporation on December 16, 1997, as amended on October 25, 2000 and December 20, 2001, as amended, modified and supplemented; (iii) Petroleum Contract for Development and Production of the Moliqing Oil Field of Jilin Province, PRC between GOC and China National Petroleum Corporation on September 25, 1998 and

		amended on October 25, 2000 and December 20, 2001, as amended, modified and supplemented, and “Production Sharing Contract” means any one of them.
“Purchase Price”		means US$89,970,046.4 being the aggregate purchase price for the Purchased Shares.
“Purchased Shares”		means 3,642,512 Series B Preferred Shares purchased by the Purchaser under this Agreement as set forth on Schedule 1.
“Purchaser”		has the meaning given such term in the Preamble.
“Qualified IPO”		means an underwritten public offering by the Company of its Shares on a Recognised Stock Exchange pursuant to a prospectus or offering circular under applicable securities laws resulting in a portion of the Shares of the Company becoming freely tradeable.
“Recognised Stock Exchange”		means NASDAQ, the New York Stock Exchange, the Toronto Stock Exchange, the Australian Stock Exchange, the Euronext Paris, the Tokyo Stock Exchange, the Deutsche Borse, or the main board of any of the Stock Exchange of Hong Kong Limited, the Singapore Stock Exchange, the London Stock Exchange, or any other stock exchange of equal standing reasonably agreed by TPG.
“Register of Members”		means the Register of Members of the Company maintained in the Cayman Islands.
“Restated Articles”		means the Fourth Amended and Restated Memorandum and Articles of the Company, in the agreed form attached as Exhibit B (and as may be amended from time to time).
“Series B Preferred Shares”		means the Series B Preferred Shares of the Company, par value US$0.01 per share.
“Shareholders Agreement”		means the Second Amended and Restated Shareholders Agreement to be entered into by and among the Purchaser, FEEL, MIE, the Company, TPG and Sino Link in the agreed form attached as Exhibit C.
“Shares”		means the Ordinary Shares, the Series A Preferred Shares, the Series B Preferred Shares, and any other shares of the Company, whether fully or partly paid.
“Sino Link”		means Sino Link Limited, an exempted company incorporated in Cayman Islands with limited liability.
“Sino Link SPA”		means the Series A Preferred Shares Purchase Agreement

		dated 26th of October, 2009 by and among Sino Link, FEEL, MIE, the Company, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ and Shang Zhiguo.
“Sino Link Waiver Letter”		has the meaning given such terms in Clause 5.1.
“Specific Indemnities”		has the meaning set forth in Clause 6.4.
“Subsidiary”		means, with respect to any Person:

		(a)		any company or corporation more than 50% of whose shares of any class or classes having by the terms thereof ordinary voting power to elect a majority of the directors of such company or corporation (irrespectively of whether or not at the time shares of any class or classes of such company or corporation shall have or might have voting power by reason of the happening of any contingency) is at the time owned by such Person directly or indirectly through one or more Subsidiaries of such Person; and
		(b)		any partnership, association, joint venture or other entity in which such Person directly or indirectly through one or more Subsidiaries of such Person has more than a 50% equity interest.

“TPG”		means TPG Star Energy Ltd.
“TPG SPA”		means the Series A Preferred Shares Subscription and Put Option Agreement dated June 19, 2009 by and among TPG, FEEL, the Company and MIE.
“TPG Wavier Letter”		has the meaning given such terms in Clause 5.1 (b).
“Transaction Agreements”		means this Agreement, the Shareholders Agreement, the FEEL Shareholders Undertaking, the TPG Waiver Letter, the Sino Link Waiver Letter, the Deed of Partial Release and Amendment, the Credit Support Agreement, the Harmony Share Charge, and the Guaranty.
“UNCITRAL Rules”		has the meaning given such term in Clause 11.2(a).
“US$”		means the lawful currency of the United States of America.
“Warrantors”		means the Company and FEEL (each, a “Warrantor”).
“Warranty Claims”		has the meaning given such term in Clause 6.2.

1.2		Other Defined Terms. Other terms may be defined elsewhere in the text of this Agreement and, unless otherwise indicated, shall have such meaning throughout this Agreement.
1.3		Principles of Construction.

	(a)		Any document expressed to be in “agreed form” means a document in or substantially in the form approved by, and signed for identification purposes by or on behalf of, all the Parties.
	(b)		The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.
	(c)		The words “include,” “including” and “among other things” shall be deemed to be followed by “without limitation” or “but not limited to” whether or not they are followed by such phrases or words of similar import.
	(d)		Unless the context clearly requires otherwise, “or” is not exclusive.
	(e)		All references herein to a Party’s “knowledge” shall mean, with respect to the matter in question, if such Party (or any of the executive officers of such Party) has, or would reasonably be expected to have, after conducting a reasonable investigation, actual knowledge of the matter.
	(f)		Any reference to a statutory provision shall include such provision and any regulations made in pursuance thereof as from time to time modified or re-enacted whether before or after the date of this Agreement so far as such modification or re-enactment applies or is capable of applying to any transactions entered into prior to the Completion and (so far as liability thereunder may exist or can arise) shall include also any past statutory provisions or regulations (as from time to time modified or re-enacted) which such provisions or regulations have directly or indirectly replaced.
	(g)		References to the Preamble, Recitals, Clauses, Schedules and Exhibits are to the preamble, recitals and clauses of and schedules and exhibits to this Agreement.
	(h)		The headings are for convenience only and shall not affect the interpretation hereof.
	(i)		Unless the context otherwise requires or permits, references to the singular number shall include references to the plural number and vice versa and references to natural persons shall include bodies corporate.
	(j)		The Transaction Agreements are the result of negotiations between, and have been reviewed by, the respective parties to each such agreement. Accordingly, each such agreement shall be deemed to be the product of all parties thereto, and there shall be no presumption that an ambiguity should be construed in

favor of or against any of the Purchaser, the FEEL Shareholders, FEEL, the Company or MIE as the case may be, thereto solely as a result of such party’s actual or alleged role in the drafting of any such agreement.

(k)

This Agreement may be translated into one or more languages other than English. In the event of any inconsistency or contradiction between the texts, this English text shall prevail.

2.		PURCHASE AND SALE OF THE PURCHASED SHARES; COMPLETION
2.1		Sale of Purchased Shares. Upon the terms and subject to the conditions of this Agreement, at the Completion, FEEL shall sell to the Purchaser, and the Purchaser shall purchase from FEEL, the Purchased Shares for a purchase price per Purchased Share equal to the Per Share Purchase Price.
2.2		Completion.

	(a)		The purchase and sale of the Purchased Shares and the other transactions contemplated by this Agreement shall be consummated (the “Completion”) at the offices of White & Case LLP, China Central Place, Tower 1, 19th Floor, 81 ▇▇▇▇ ▇▇▇ Road, Beijing on the earlier of (i) March 15, 2010 and (ii) the date falling three (3) Business Days after the satisfaction or waiver by the Purchaser or FEEL (as the case may be) (except for those conditions which by their nature cannot be satisfied until the Completion) of the conditions precedent set out in Clause 5.1, or such other date as the Parties may reasonably agree (such date, the “Completion Date”).
	(b)		At the Completion, FEEL shall deliver to the Purchaser certified copies of the duly executed transfer instrument in respect of the Purchased Shares being purchased by the Purchaser, the new share certificate relating thereto in the name of the Purchaser, and a certified copy of the Register of Members reflecting the sale and transfer by FEEL of the number of Purchased Shares being purchased by the Purchaser upon satisfaction of all of the conditions precedent set forth under Clause 5.1 (b).

3.		WARRANTIES AND UNDERTAKINGS
3.1		Warranties of the Warrantors. Each of the Warrantors hereby acknowledges that it has made the Company Warranties as set forth in Schedule 2 to the Purchaser and that the statements in Schedule 2 are true and correct as of the date hereof and as of the Completion Date, and the Purchaser has relied upon such Company Warranties to enter into this Agreement. Each of the Company Warranties shall be separate and independent and save as expressly otherwise provided shall not be limited by reference to any provision in this Agreement.
3.2		Warranties by the Purchaser. The Purchaser hereby warrants to FEEL, the FEEL Shareholders, MIE and the Company that:

(a)

it is a company, corporation, limited partnership or financial institution, as the case may be, duly organized and validly existing under the laws of the

jurisdiction in which it is organized;

	(b)		it has the full corporate power and authority and full legal capacity to execute, deliver and perform its obligations under the Transaction Agreements to which it is a party and each of such Transaction Agreements will be or have been duly executed and delivered and constitute or will constitute a valid and binding obligation of the Purchaser enforceable in accordance with its terms, except that such enforcement may be subject to or limited by bankruptcy, insolvency, moratorium or other laws affecting creditors’ rights generally and subject to the application of general principles of equity;
	(c)		the execution, delivery and performance of the Transaction Agreements to which the Purchaser is a party, and the purchase and acceptance of the Purchased Shares by the Purchaser will not result in a breach or violation of any of the terms and provisions of, or constitute a default under (i) any Governmental Rule or order of any Governmental Authority or any court, domestic or foreign, having jurisdiction over the Purchaser or any Subsidiary of the Purchaser or any of their respective properties, (ii) any material agreement or instrument to which the Purchaser or any of its Subsidiaries is a party or by which the Purchaser or any of its Subsidiaries is bound or to which any of the properties of the Purchaser or any such Subsidiaries is subject, or (iii) the organizational documents of the Purchaser or any of its Subsidiaries other than where such breach, violation or default has not and is not reasonably likely to have an adverse affect on the Purchaser’s ability to perform its obligations under any of the Transaction Agreements;
	(d)		the Purchaser is not and will not be required to give any notice or to make any filing with or obtain any Permit, consent, waiver or other authorisation from any governmental or regulatory authority or other Person in connection with the execution, delivery and performance of the Transaction Agreements;
	(e)		there is no legal, administrative, arbitration or other action or proceeding or governmental investigation pending, or, to the knowledge of the Purchaser, threatened, against the Purchaser that challenges the validity or performance of this Agreement or the Transaction Agreements to which it is a party or which, if successful, could hinder or prevent the Purchaser from performing its obligations hereunder or thereunder;
	(f)		the Purchaser does not have any contract, arrangement or understanding with any broker, finder or similar agent with respect to the transactions contemplated by this Agreement or the other Transaction Agreements;
	(g)		the Purchaser shall have on the Completion Date, sufficient funds on hand to pay in full the Purchase Price;
	(h)		Ever Union is the direct parent of the Purchaser and is the beneficial owner of the Purchaser; and
	(i)		the Purchaser is purchasing the Purchased Shares for its own purposes and not on behalf of any third party.

3.3

Warranties by FEEL. FEEL warrants to the Purchaser that:

	(a)		it is a company duly organized and validly existing under the laws of the jurisdiction in which it is organized;
	(b)		immediately prior to Completion, it will be the lawful owner, beneficially and of record, of and will have valid and marketable title to the Purchased Shares free and clear of any Encumbrances;
	(c)		upon the Completion, it is not a party to any contract creating rights in respect of the Purchased Shares in any third Person or relating to the voting of such Shares or which would otherwise restrict its ownership of such Shares;
	(d)		it has the full power and authority and full legal capacity to execute, deliver and perform its obligations under the Transaction Agreements to which it is a party and each of such Transaction Agreements will be or have been duly executed and delivered and constitute or will constitute a valid and binding obligation of FEEL enforceable in accordance with its terms, except that such enforcement may be subject to or limited by bankruptcy, insolvency, moratorium or other laws affecting creditors’ rights generally and subject to the application of general principles of equity; and
	(e)		the execution, delivery and performance of the Transaction Agreements to which it is a party, and the sale and transfer of the Purchased Shares to the Purchaser will not result in a breach or violation of any of the terms and provisions of, or constitute a default under (i) any Governmental Rule or order of any Governmental Authority or any court, domestic or foreign, having jurisdiction over FEEL or any Subsidiary of FEEL or any of their respective properties, (ii) any material agreement or instrument to which FEEL or any such Subsidiary is a party or by which FEEL or any such Subsidiary is bound or to which any of the properties of FEEL or any such Subsidiary is subject, or (iii) the organizational documents of FEEL or any such Subsidiary other than where such breach, violation or default has not had, and is not reasonably likely to have, an adverse affect on FEEL’s ability to perform its obligations under any of the Transaction Agreements.

4.		[INTENTIONALLY LEFT BLANK]
5.		CONDITIONS PRECEDENT
5.1		Conditions Precedent at Completion.

(a)

The obligation of the Purchaser to purchase the Purchased Shares at the Completion is conditioned upon fulfillment of the following conditions (unless otherwise waived by the Purchaser):

(i)

receipt of certified copies of the shareholder resolutions of FEEL duly passed by each of the FEEL Shareholders, approving the terms of the Transaction Agreements to which FEEL is a party and the

transactions contemplated therein;

	(ii)		receipt of certified copies of the resolutions of the FEEL Board approving the terms of the Transaction Agreements and the sale and transfer of the Purchased Shares to the Purchaser;
	(iii)		receipt of certified copies of the resolutions of the Company Board (A) approving the terms of the Transaction Agreements to which the Company is a party, (B) authorising the issuance of the relevant share certificates in respect of the Purchased Shares in favour of the Purchaser; and (C) approving the entry of the Purchaser’s name in the Register of Members as holder of the Purchased Shares;
	(iv)		receipt of copies of Consents as may be required to enable the Purchaser to be registered as holder of the Purchased Shares;
	(v)		each of the Transaction Agreements shall have been duly executed by each of the parties thereto (other than the Purchaser);
	(vi)		there shall not have occurred prior to the Completion Date any event or transaction reasonably likely to have a Material Adverse Effect , or a material adverse effect on the ability of the Company to consummate the transactions contemplated hereby;
	(vii)		receipt of a director’s certificate certifying that all of the conditions in Clause 5.1(b) have been met or waived by FEEL; and
	(viii)		receipt of a Hong Kong law legal opinion in the form attached hereto as Exhibit J.

(b)

The obligation of FEEL to sell to the Purchaser the Purchased Shares at the Completion is conditioned upon the fulfilment of the following conditions (unless otherwise waived by FEEL):

	(i)		receipt by FEEL of the Purchase Price;
	(ii)		receipt of certified copies of the shareholder resolutions of the Purchaser, approving the terms of the Transaction Agreements to which the Purchaser is a party and the transactions contemplated therein;
	(iii)		receipt of certified copies of the resolutions of the board of directors of the Purchaser approving the terms of the Transaction Agreements and the purchase of the Purchased Shares from FEEL;
	(iv)		receipt of a waiver letter from TPG substantially on the terms set forth in Exhibit D (the “TPG Waiver Letter”);
	(v)		receipt of a waiver letter from Sino Link (the “Sino Link Waiver Letter”) substantially on the terms set forth in Exhibit E;

	(vi)		receipt of a British Virgin Islands law legal opinion in the form attached hereto as Exhibit K; and
	(vii)		each of the Transaction Agreements to which the Purchaser or Ever Union is a party shall have been duly executed and delivered by the Purchaser or Ever Union.

5.2

Satisfaction of the Conditions Precedent.

	(a)		Each of the Parties hereby undertakes to the other Parties to use its reasonable endeavors to fulfil all the conditions set out in Clauses 5.1(a) and (b) on or prior to March 15, 2010.
	(b)		If any of the applicable conditions set out in Clause 5.1(a) and (b) shall not have been fulfilled (or waived or modified by the Purchaser, FEEL or the Company, as the case may be) on or prior to March 15, 2010, the Purchaser (in the case of the conditions set out in Clause 5.1(a)), or FEEL or the Company (in the case of the conditions set out in Clause 5.1(b)) shall be entitled to (i) terminate this Agreement, (ii) without prejudice to any other rights of the Parties, effect the Completion so far as practicable having regard to the defaults which have occurred, or (iii) fix a new day for the Completion.
	(c)		In the event of termination of this Agreement by the Purchaser, FEEL or the Company, as the case may be, pursuant to this Clause 5.2, no Party shall have any claim against any other Party save for fraud or any wilful breach of this Agreement occurring prior to termination.

6.		SURVIVAL AND INDEMNITIES
6.1		Survival. The warranties of the Parties contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and the Completion until the date falling on the earlier of (a) the expiration date of the lock-up period applicable to the Purchaser following the Qualified IPO and (b) the date falling thirty-six (36) months from the Completion Date (the “General Warranty Expiration Date”).
6.2		Warranty Indemnities. Subject to and as from Completion, the Warrantors shall indemnify and hold harmless the Purchaser from and against any damages, deficiencies, losses (including loss of value of the Shares), costs, liabilities and expenses (“Losses”) resulting directly or indirectly from or arising in connection with any claims for breach of any of the Company Warranties (the “Warranty Claims”) brought prior to the General Warranty Expiration Date or breach of obligations under the Transaction Agreements.
6.3		Limitations. Notwithstanding Clauses 6.1 and 6.2, the Warrantors shall not be liable for any Losses in respect of a Warranty Claim:

(a)

unless notice of the claim is given in writing by the Purchaser to the

			Warrantors setting out so far as reasonably practicable the details of the matter in respect of which the claim is made before the relevant Warranty Expiration Date, and any such claim shall (if it has not been previously satisfied, settled or withdrawn) be deemed to be withdrawn six (6) months after such notice is given unless legal proceedings in respect thereof have been commenced;
	(b)		to the extent that the aggregate amount of Losses in respect of any breach of the Company Warranties for which the Warrantors would otherwise be liable exceeds the Indemnity Cap; and
	(c)		unless and until the aggregate amount of Losses in respect of breach of the Company Warranties for which the Warrantors would otherwise be liable exceeds US$1,000,000.

6.4		Specific Indemnities
		Subject to and as from the Completion:

(a)

the Warrantors shall (in the case of the Company, to the fullest extent permitted by applicable law) jointly and severally indemnify and hold harmless the Purchaser from and against any Losses whether arising before or after Completion to the extent resulting from:

	(i)		any claims made pursuant to or in connection with the Amendment to Stock Purchase Agreement dated as of May 19, 2008 by and among Microbes, MIE and FEEL against the Company or MIE (other than any claim that the Company did not loan to FEEL US$20,000,000 in time to enable FEEL to meet the payment amount payable under such agreement), including Losses accrued against MIE prior to the date of this Agreement, and all other claims by Microbes against the Company, MIE or the Purchaser relating to Microbes’ investment in MIE. Any payment made by MIE or the Company to Microbes (or its affiliated parties) shall be applied against, and result in a reduction of, MIE’s liability vis-a-vis FEEL;
	(ii)		the arbitration proceedings brought by GOC on 14 May 2003 and 27 April 2004, respectively, in relation to an operating agreement entered into between Microbes and GOC dated 25 September 2000 and the subject matter of those proceedings;
	(iii)		Fullfame Enterprise Ltd.’s previous shareholding in MIE, including but not limited to its rights to disproportionate dividend distributions and other governance rights or otherwise, any rights granted pursuant to the cooperation agreement and the share transfer agreement between FEEL, MIE and Fullfame Enterprise Ltd. dated 30 June 2005 and 22 September 2005 respectively, and any claims brought by current or previous holders or beneficial owners of shares in, or directors of, Fullfame Enterprise Ltd. (or by anyone who alleges to be such a person);
	(iv)		any contravention of laws or regulation in the PRC by MIE or FEEL relating to loans, guarantees given by Zhang, debt settlements, or

			transactions having similar effect made between MIE, the Company, FEEL and/or Zhang or any other national or resident of the PRC;
	(v)		the failure or delay by the Company or MIE or any of the current or previous holders or owners of shares or other securities in FEEL, the Company or MIE in obtaining any required SAFE registrations or approvals (including roundtripping approvals);
	(vi)		any claim for taxes of MIE (which term shall cover taxes and duties of any kind, amounts withheld on account of taxation of any person, social security charges and similar, fines and late payment interest charges and penalties, duties, and claw-back of relief previously granted) that were incurred, or which relate to any period, prior to the Completion Date and not paid by MIE before such date, save to the extent provided for as a specific accrual in the 2008 Accounts or in any management accounts relating to a period after 31 December 2008 which have been provided to the Purchaser prior to the date of this Agreement and save for taxation accruing in the ordinary course on MIE’s trading activities undertaken since 31 December 2008;
	(vii)		MIE’s direct or indirect interests in any of the Indonesia JVs, including but not limited to any claims against MIE in relation to (i) any operations, business, assets, liabilities or obligations of any of the Indonesia JVs, (ii) MIE’s obligation to provide any funds or financial assistance of any kind to any of the Indonesia JVs or any third parties in connection with MIE’s investment in the Indonesia JVs and/or (iii) any termination, liquidation or winding-up of MIE’s direct or indirect interests in any of the Indonesia JVs; and

(b)

FEEL shall indemnify and hold harmless the Purchaser from and against any Losses whether arising before or after Completion to the extent resulting from any finally adjudicated claims made pursuant to or in connection with the Credit Support Agreement and the Harmony Share Charge against the Purchaser for the Guaranteed Obligations (as defined in the Harmony Share Charge) by TPG,

(collectively, the “Specific Indemnities”); provided, however, that the Warrantors shall have no obligation to indemnify or hold harmless the Purchaser for any such claims to the extent that the aggregate amount of Losses in respect of (i) the Specific Indemnities for which the Warrantors would otherwise be liable and (ii) any breach of the Warranties exceeds the Indemnity Cap; and provided further that FEEL’s indemnification obligation under Clause 6.4(b) shall not be subject to the limitations set forth in (i) and (ii) above and shall only be satisfied by (x) transferring a portion of FEEL’s Shares to the Purchaser such that the Purchaser shall hold the same number of Shares and any additional Shares that may have been issued to the Purchaser as holder of Shares upon a declaration of dividends by the Company, any share split event, recapitalization or other similar event (the “Original Shares”) that it held prior to the claims made under the Credit Support Agreement and enforcement of all or a portion of the Harmony Share Charge and (y) monetary payment by FEEL for dividends, interests and other monies in connection with the Charged Portfolio (as defined in the

Harmony Share Charge) paid to TPG under the enforcement of the Credit Support Agreement and the Harmony Share Charge.

6.5

Procedure for Indemnification (Third Party Claims).

	(a)		If the Purchaser receives written notice of the commencement of any Proceeding by a third party (a “Third Party Claim”), and the Purchaser intends to seek indemnity pursuant to this Clause 6, the Purchaser shall as promptly as practicable provide each Warrantor with notice in writing of the Third Party Claim; provided, however, that no delay on the part of the Purchaser in notifying such Warrantor will relieve such Warrantor from any obligation hereunder unless (and then solely to the extent) such Warrantor is materially and actually prejudiced as a result thereof. Such Warrantor shall be entitled to assume the defense of such Third Party Claim at its own expense; provided that such Warrantor shall not be entitled to assume the defense of a Third Party Claim to the extent that the Purchaser reasonably determines that it has defenses, claims or positions that are unique, separate or distinct from the defenses, claims or positions that might be available to other Persons relating to such Third Party Claim (such as jurisdictional defenses). Such defense shall be conducted through counsel selected by such Warrantor, which counsel shall be satisfactory to the Purchaser. Should the Purchaser so elect to assume the defense of a Third Party Claim, such Warrantor will not be liable to the Purchaser for any legal or other expenses subsequently incurred by it in connection with the defense thereof. If such Warrantor is conducting the defense of the Third Party Claim, the Purchaser shall be entitled, at its own expense, to retain separate counsel and participate in the defense of such Third Party Claim. Such Warrantor will keep the Purchaser informed of all material developments relating to or arising in connection with such Third Party Claim.
	(b)		In the event that (i) the relevant Warrantor(s) fail to so assume the defense of any Third Party Claim within 30 days after receipt of notice thereof from the Purchaser , (ii) the relevant Warrantor(s) and the Purchaser are both parties to or subjects of the proceedings and the Purchaser shall have reasonably concluded that representation of both parties by the same counsel would be inappropriate due to an actual or potential conflict of interest between them or (iii) in any event, to the extent the Third Party Claim seeks an order, injunction, non-monetary or other equitable relief against the Purchaser which, in the reasonable judgment of the Purchaser , if successful, is reasonably likely to establish a precedential custom or practice that is materially detrimental to the continuing business interests of the Purchaser, the Purchaser shall have the right to undertake the defense of such Third Party Claim and, if such Third Party Claim is one for which the Purchaser is entitled to be indemnified under this Clause 6, such defense of such Third Party Claim shall be at the expense and for the account of the Warrantors.
	(c)		Each Warrantor shall be required to obtain the prior written consent of the Purchaser (such consent not to be unreasonably withheld, delayed or conditioned) before consenting to any judgment, entering into or making any settlement, compromise or discharge of any Third Party Claim or any liability in respect thereof.

	(d)		Each Warrantor shall not be entitled to control (but shall be entitled to participate at its own expense in) the defense of any Third Party Claim as to which such Warrantor fails to assume the defense within 30 days after receipt of notice thereof from the Purchaser; provided, however, that neither the Purchaser shall make any settlement, compromise, discharge, admission, or acknowledgment that would give rise to any liability on the part of any Warrantor without the prior written consent of such Warrantor (such consent not to be unreasonably withheld, delayed or conditioned).
	(e)		The reimbursement of fees, costs and expenses required by this Clause 6 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurred.

6.6		Procedure for Indemnification (Direct Claims).
		In any case in which the Purchaser seeks indemnification hereunder which is not subject to Clause 6.5 because no Third Party Claim is involved, the Purchaser shall notify each Warrantor in writing as promptly as reasonably practicable of any Losses which the Purchaser claims are subject to indemnification under the terms hereof. The failure of the Purchaser to exercise promptness in such notification shall not amount to a waiver of such claim unless and to the extent the resulting delay materially and actually prejudices the position of such Warrantor with respect to such claim.
7.		ANNOUNCEMENTS AND CONFIDENTIALITY
7.1		Announcements. No announcement, press release or circular in connection with the existence or the subject matter of the Transaction Agreements shall be made or issued by or on behalf of any Party without prior consent of the other Parties (such consent not to be unreasonably withheld or delayed). This shall not affect any announcement, press release or circular required by law or any regulatory body or the rules of any relevant stock exchange but the Party with an obligation to make an announcement or issue a press release or circular shall consult with the other Parties insofar as is reasonably practicable before complying with such an obligation.
7.2		Confidentiality. Subject to Clause 7.3, each Party shall treat as confidential and not disclose or use any information received or obtained as a result of entering into the Transaction Agreements (or any agreement entered into pursuant to the Transaction Agreements) which relates to the provisions of the Transaction Agreements and any agreement entered into pursuant to the Transaction Agreements or the negotiations relating to the Transaction Agreements (and such other agreements); provided, however, that FEEL and the FEEL Shareholder may disclose such information to its lenders under the CITIC KaWah Facility.
7.3		Exceptions to Confidentiality. Clause 7.2 shall not prohibit disclosure or use of any information if and to the extent that:

(a)

the disclosure or use is required by law, any regulatory body or the rules and/or regulations of any relevant stock exchange, including any disclosure or use in an announcement, press release or circular required to be made or

			issued pursuant to Clause 7.1;
	(b)		the disclosure or use is required for the purpose of any judicial or regulatory proceedings arising out of the Transaction Agreements or any other agreement entered into under or pursuant to the Transaction Agreements or the disclosure is reasonably required to be made to a taxation authority in connection with the taxation affairs of the disclosing Party;
	(c)		the disclosure is made to employees, directors, officers, agents, Affiliates, fund investors and professional advisors, including financial advisors, consultants, accountants and legal counsel, of a Party or bona fide prospective purchasers of the Shares on terms that such employees, directors, officers, agents, Affiliates, fund investors, professional advisors and bona fide purchasers undertake to comply with the provisions of Clause 7.2 in respect of such information as if they were a party to the Transaction Agreements;
	(d)		the information becomes publicly available (other than by breach of any of the Transaction Agreements); or
	(e)		the other Parties have given prior written approval to the disclosure or use.

8.		RELEASE AND INDULGENCE
		Any liability to any Party may in whole or in part be released, compounded or compromised or time or indulgence given by any other Party in writing in their absolute discretion, as regards any of the Parties under such liability without in any way prejudicing or affecting their rights against any other Party or Parties under the same or a like liability whether joint and several or otherwise.
9.		NOTICES
		All notices, consents, and other communications under or pursuant to this Agreement (“Notices”) shall be in writing and in the English language and shall be delivered (A) by hand, (B) by facsimile (with receipt confirmed); provided, however, that a copy is promptly thereafter mailed by reputable private courier, return receipt requested, (C) by the addressee or (D) by such other means as the Parties may agree from time to time; in each case to the appropriate addresses and facsimile numbers set forth below (or to such other addresses or facsimile numbers as a Party may designate as to itself by not less than five (5) Business Days notice to the other Parties):

		if to the Purchaser, to		:		Suites 7003-7005, 70th Fl
						Two International Finance Centre
						▇ ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇
						▇▇▇▇ ▇▇▇▇
						Attn: Mr. Fan Lei
						Facsimile: (▇▇▇) ▇▇▇▇ ▇▇▇▇

		if to Zhang, to		:		▇▇▇▇▇ ▇▇▇▇▇▇
						▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇▇▇
						▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇
						Chaoyang District, Beijing 10010
						PRC
						Facsimile: (8610) 5123 8866
		if to Zhao, to		:		Zhao Jiangwei
						▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇▇▇
						▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇
						Chaoyang District, Beijing 10010
						PRC
						Facsimile: (8610) 5123 8866
		if to Shang, to		:		Shang Zhiguo
						▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇▇▇
						▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇
						Chaoyang District, Beijing 10010
						PRC
						Facsimile: (8610) 5123 8866
		if to FEEL, to		:		▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇▇▇
						▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇
						Chaoyang District, Beijing 10010
						PRC
						Attention: ▇▇. ▇▇▇▇▇ Ruilin
						Facsimile: (8610) 5123 8866
		if to the Company, to		:		▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇▇▇
						▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇
						Chaoyang District, Beijing 10010
						PRC
						Attention: ▇▇. ▇▇▇▇▇ Ruilin
						Facsimile: (8610) 5123 8866
		if to MIE, to		:		▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇▇▇
						▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇
						Chaoyang District, Beijing 10010
						PRC
						Attention: ▇▇. ▇▇▇▇▇ Ruilin
						Facsimile: (8610) 5123 8866

10.		GOVERNING LAW
		This Agreement shall be governed by and construed in accordance with English law.

11.		ARBITRATION
11.1		Amicable Settlement. Any and all disputes, controversies and conflicts between the Parties arising out of or relating to or in connection with this Agreement and the performance or non-performance of the obligations set forth herein shall, so far as is possible, be settled amicably between the Parties within thirty (30) days after written notice of such dispute, controversy or conflict has been given by one Party to the other Parties.
11.2		Arbitration Procedure.

	(a)		Failing an amicable settlement thereof within the thirty (30)-day period specified in Clause 11.1, any and all disputes, controversies and conflicts arising out of or in connection with this Agreement or its performance (including the validity of this Agreement) shall be settled by three (3) arbitrators under the rules of the UNCITRAL Arbitration Rules (the “UNCITRAL Rules”) in accordance with the Hong Kong International Arbitration Centre (“HKIAC”) Procedures for the Administration of International Arbitration in force at the date of this Agreement. The place of arbitration shall be Hong Kong and the language used in the arbitral proceedings shall be English. The HKIAC shall act as the administering institute.
	(b)		The arbitrators shall be appointed by mutual consent of the Parties involved in the arbitration in accordance with the procedures set out in the UNCITRAL Rules regarding the appointment of arbitrators, failing which the appointing authority shall be HKIAC.
	(c)		The arbitral proceeding shall accord to each of the Parties the right to provide witnesses, including expert witnesses, the right of cross-examination of witnesses and the right to make both written and oral submissions.
	(d)		The arbitral award made and granted by the arbitrator shall be final, binding and incontestable and may be used as a basis for judgement thereon. All costs of arbitration (including, without limitation, those incurred in the appointment of the arbitrator) shall be apportioned in the arbitral award.

11.3		Court Action. By agreeing to arbitration, the Parties do not intend to deprive any court of competent jurisdiction of its ability to issue any form of provisional remedy, including but not limited to a preliminary remedy in aid of arbitration, or order any interim injunction. A request for such provisional remedy or interim injunction by the parties to a court shall not be deemed a waiver of this agreement to submit to arbitration.
11.4		Continued Performance During Arbitration. During the period of submission to arbitration and thereafter until the granting of the arbitral award, the Parties shall, except in the event of termination, continue to perform all their obligations under this Agreement without prejudice to a final adjustment in accordance with the said award.
11.5		Survival. The provisions contained in this Clause 11 shall survive the termination or expiration of this Agreement.

12.		MISCELLANEOUS
12.1		Fees and Expenses. Each Party shall bear its own expenses in connection with legal and other advisors retained by it in connection with the transaction.
12.2		Successors and Assigns. This Agreement has been made solely for the benefit of the Parties and their respective successors, personal representatives, heirs and estates and permitted assigns and nothing herein is intended to confer any rights or remedies under or by reason of this Agreement to any other Person.
12.3		Assignment. The provisions of this Agreement shall be binding upon and accrue to the benefit of the Parties and their respective successors and permitted assigns. Notwithstanding the foregoing, none of the Parties may assign its rights and obligations in whole or in part hereunder without the prior written consent of the other Parties, except that the Purchaser is permitted to assign its rights to purchase the Purchased Shares and the Purchaser may also assign its rights under this Agreement, in whole or in part, to any Person who acquires Shares held by the Purchaser.
12.4		Further Assurances. Each Party undertakes to and with each other Party to do all things reasonably within its power which are necessary or desirable to give full effect to the spirit and intent of this Agreement.
12.5		Amendments and Waivers. All amendments and other modifications hereof or waivers of the observance of any term hereof (either generally or in a particular instance and either retroactively or prospectively) shall be in writing and signed by each of the Parties.
12.6		No Waiver. The failure of a Party at any time to require observance or performance by any other Party of any of the provisions of this Agreement shall in no way affect the Party’s right to require such observance or performance at any time thereafter, nor shall the waiver by any Party of a breach of any provision hereof be taken or held to be a waiver of any succeeding breach of such provision. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies otherwise provided by law.
12.7		Severability. In case any one or more of the provisions contained in this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of all remaining provisions contained herein shall not in any way be affected or impaired thereby; and the invalid, illegal or unenforceable provisions shall be interpreted and applied so as to produce as near as may be the legal, economic and commercial result intended by the Parties.
12.8		Counterparts. This Agreement may be signed in any number of counterparts, each of which is an original and all of which, taken together, constitute one and the same instrument. This Agreement may also be executed and delivered by facsimile signature and in any number of counterparts, each of which shall be deemed an original and all of which, taken together, constitute one and the same instruments.
12.9		Entire Agreement. The Transaction Agreements contain the entire understanding and agreement between the Parties with respect to the subject matter hereof and supersede and cancel all prior oral and written agreements or representations, if any, among the

Parties or any of them relating to the subject matter thereof.

[Signature page follows]

IN WITNESS WHEREOF this Agreement has been duly executed as of the date and year first written above.

SCHEDULE 1

PARTICULARS OF THE SHAREHOLDERS OF THE COMPANY
IMMEDIATELY PRIOR TO THE COMPLETION

No. of Series A

No. of Ordinary

Preferred Shares

Shares legally and

legally and

beneficially owned

beneficially owned

by the

by the Shareholder

Shareholder

Name of Shareholder/

Immediately Prior

Immediately Prior

Percentage of Issued

Address and Fax Number

to Completion

to Completion

Share Capital

Far East Energy Limited

-0-

9,635,627

79.33

%

▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇▇▇ ▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ Chaoyang District Beijing 100101 PRC Fax: (8610) ▇▇▇▇ ▇▇▇▇

TPG Star Energy Ltd. & TPG Star

2,145,749

-0-

17.67

%

Energy Co-invest LLC ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇

Sino Link Limited

364,373

-0-

3

%

▇/▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ District, Beijing 100004 PRC

Total

2,510,122

9,635,627

100

%

PARTICULARS OF THE SHAREHOLDERS OF THE COMPANY
IMMEDIATELY AFTER THE COMPLETION

No. of Series A

Preferred

No. of Series B

Shares legally

Preferred Shares

No. of Ordinary

and beneficially

legally and

Shares legally and

owned by the

beneficially owned

beneficially owned

Percentage of

Name of

Shareholder

by the

by the

Issued Share

Shareholder/

immediately

Shareholder

Shareholder

Capital

Address and Fax

after the

immediately after

immediately after

(on as-

Number

Completion

the Completion

the Completion

converted basis)

Far East Energy Limited

-0-

-0-

7,814,371

64.33

%

▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ Chaoyang District Beijing 100101 PRC Fax: (8610) 5123 8866

No. of Series A

Preferred

No. of Series B

Shares legally

Preferred Shares

No. of Ordinary

and beneficially

legally and

Shares legally and

owned by the

beneficially owned

beneficially owned

Percentage of

Name of

Shareholder

by the

by the

Issued Share

Shareholder/

immediately

Shareholder

Shareholder

Capital

Address and Fax

after the

immediately after

immediately after

(on as-

Number

Completion

the Completion

the Completion

converted basis)

TPG Star Energy Ltd.& TPG Star Energy Co-invest LLC ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇

2,145,749

-0-

-0-

17.67

%

Sino Link Limited

364,373

-0-

-0-

3

%

▇/▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ District, Beijing 100004 PRC

Harmony Energy

-0-

3,642,512

-0-

15

%

Total

2,510,122

3,642,512

7,814,371

100

%

SCHEDULE 2

COMPANY WARRANTIES

1.		Corporate Existence. Each of the Company and MIE is duly organised and validly existing and in good standing under the laws of the Cayman Islands, and has all corporate power to own, lease and operate all of its property and to carry on its business as it is now being conducted.
2.		Authority. Each of the Company and MIE has full power and authority and full legal capacity to execute, deliver and perform its obligations under this Agreement and the other Transaction Agreements to which it is a party. The execution and delivery by each of the Company and MIE of this Agreement and the other Transaction Agreements to which it is a party has been or will be, on or prior to the Completion Date, authorised by all necessary corporate action; and this Agreement is, and each of the other Transaction Agreements to which it is a party will be, when duly executed and delivered, a valid and binding obligation of the Company and MIE respectively, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, reorganisation, insolvency, moratorium or other laws affecting creditors’ rights generally and subject to the application of general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).
3.		Capitalisation.

	(a)		The authorised share capital of the Company as of the date of this Agreement, consists of (i) 15,000,000 shares of Ordinary Shares of a par value of US$0.01 each, 10,039,732 of which are issued and outstanding and (ii) 3,000,000 shares of Series A Preferred Shares of a par value of US$0.01 each, 2,510,122 of which are issued and outstanding. All the Shares in the issued share capital of the Company are duly and validly authorized and issued, fully paid and non-assessable, and there is no Encumbrance over or affecting any of such shares (other than any security interest that may have been granted to CITIC KaWah pursuant to the CITIC KaWah Facility and any security interest that may have been granted to TPG pursuant to the TPG SPA). The particulars relating to the shareholders of the Company (x) immediately prior to the Completion and (y) immediately after the Completion are set forth in Schedule 1.
	(b)		Upon the sale and transfer of the Purchased Shares to the Purchaser, in accordance with the terms of this Agreement, the Purchaser will own valid, legal, beneficial and marketable title to such Purchased Shares, free and clear of any Encumbrances and with all rights attached thereto as set out in the articles of association of the Company.
	(c)		The authorised share capital of MIE on the date of this Agreement consists of (i) 50,000 shares of MIE Ordinary Shares, 50,000 of which are issued and outstanding. All the shares of MIE Ordinary Shares in the issued share capital of MIE are duly and validly issued, fully paid and non-assessable and there is no Encumbrance over or affecting any of such shares (other than any security interest that may have been granted to CITIC KaWah pursuant to the CITIC KaWah Facility). The Company is the sole shareholder of MIE as the date of

this Agreement and at the Completion.

4.		Valid Issuance of Shares. The Purchased Shares, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be duly and validly issued, fully paid, non-assessable and free of restrictions on transfer other than restrictions on transfer under the articles of association of the Company and the Transaction Agreements. Assuming the accuracy of the warranties of the Purchaser, the Purchased Shares will be issued, sold and transferred in compliance with all applicable securities laws. The Ordinary Shares issuable upon conversion of the Purchased Shares have been duly reserved for issuance and upon issuance in accordance with the terms of the articles of association of the Company, will be duly and validly issued, fully paid, non-assessable and free of restrictions on transfer or preemptive rights other than restrictions on transfer and preemptive rights under the Transaction Agreements and applicable securities laws.
5.		No Options. Neither the Company nor MIE has any outstanding commitment, obligation, options, warrants, rights (including conversion, pre-emption rights or rights of first refusal) to sell or to cause to be issued any share capital or any securities convertible into or exchangeable for, or rights to acquire, any share capital, other than as contemplated by the Transaction Agreements. Except for the rights granted under the employee stock option plan of the Company, no agreement or arrangement exists providing for the present or future allotment, issue or transfer of any share capital of the Company. Except for this Agreement, the other Transaction Agreements, the TPG SPA, and the Sino Link SPA, there is no agreement, arrangement or obligation of any kind (and no authorization therefor has been given) obligating the Company or MIE or any other person to repurchase, redeem or otherwise acquire any outstanding shares of its share capital or any securities convertible into or ultimately exchangeable or exercisable for any share capital. Except as set forth in the Amended and Restated Shareholders Agreement dated October 30, 2009 by and among TPG, Sino Link, FEEL, MIE and the Company and in the Third Amended and Restated Articles of Association of the Company, neither the Company nor MIE is a party or subject to any agreement, understanding or contractual rights, and, to the knowledge of the Company and MIE, there is no agreement, understanding or contractual rights with any Person, which affects or relates to distribution of dividends or the voting or giving of written consents with respect to any security or by a director of the Company or MIE.
6.		Subsidiaries. Other than the Indonesian JVs, MIE has not and has never had any Subsidiaries and is not and has never been a legal or beneficial owner of any share or equity interests in any Person. The Company has no assets, and has not had any assets, other than cash and shares in MIE.
7.		Compliance with Laws; Permits. Each of the Company and MIE is in compliance in with all laws, regulations, orders, judgments and decrees applicable to it. Each of the Company and MIE has obtained and possesses all required Permits necessary for it to conduct its business as currently conducted from, or has made all required, material registrations, qualifications, designations, declarations and filings with, any foreign, national, provincial or local Governmental Authority related to the ownership, lease or use of its properties or the operation of its assets and business as currently conducted, the lack of which would not have a Material Adverse Effect. All such

Permits are in full force and effect, and each of the Company and MIE is in compliance in all material respects with all such Permits, and it is not aware that any of such required Permits will not be renewed on or prior to its termination date, and the consummation of the transactions contemplated under the Transaction Agreements will not result in the termination or revocation of any of such Permits.

8.		Material Contracts. No material Contract entered into by MIE (a) relates to the conduct or proposed conduct of operations by MIE outside of the PRC (other than the Indonesia JVs); (b) is outside the ordinary and proper course of business or is otherwise unusual; or (c) has been entered into other than by way of a bargain at arm’s length. Each material Contract is in full force and effect and there exists no (i) default or event of default by MIE or, to the knowledge of MIE, any other party to any such Contract with respect to any material term or provision of any such Contract or (ii) event, occurrence, condition or act (including the consummation of the transactions contemplated hereby) which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a default or event of default by MIE or, to the knowledge of MIE, any other party thereto, with respect to any material term or provision of any such Contract, except for those which would not be reasonably expected to result in a Material Adverse Effect. The Company and MIE, as applicable, have duly performed all their obligations under each material Contract to the extent that such obligations to perform have accrued. Consummation of the transactions contemplated by this Agreement and the other Transaction Agreements will not (and will not give any Person a right to) terminate or modify any rights of, or accelerate or augment any obligation of, the Company or MIE under any material Contract.
9.		General.

	(a)		MIE has furnished the Purchaser with the audited financial statements of MIE as of December 31, 2008 as certified by MIE’s accountants (the “2008 Accounts”). The 2008 Accounts, including the footnotes thereto, except as described therein, have been prepared in accordance with IFRS consistently followed throughout the periods indicated. The 2008 Accounts fairly present the financial condition and the profit and loss of MIE as at the date thereof and the related statements of income, shareholders’ equity, retained earnings, and cash flows of MIE and the changes in its financial condition for the periods indicated and contain specific provisions, accruals or creditors adequate to cover, or full particulars in notes, of all taxation (including deferred taxation) and other liabilities (whether quantified, contingent or otherwise) of MIE for the periods indicted, and are not affected by unusual or non-recurring items.
	(b)		FEEL has fully provided the Purchaser with all the information that the Purchaser has requested for deciding whether to purchase the Purchased Shares. No part of any document or information provided to the Purchaser or their legal advisors throughout the course of the Parties’ communications and negotiations leading up to the Completion contained any untrue statements, omitted any material facts or was provided with any intention to mislead the Purchaser, and FEEL has acted in good faith and with due and careful consideration in providing such documents and information, and believing the

same to be true in all material aspects at the time of provision of such documents and information and as of the Completion.

EXHIBIT A

FEEL SHAREHOLDERS UNDERTAKING

FEEL SHAREHOLDERS UNDERTAKINGS

▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ and Shang Zhiguo
▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇
Attention: ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇ Facsimile: (8610) 5123 8866

February 5, 2010

Harmony Energy Limited

Suites 7003-7005, 70th Fl
Two International Finance Centre
▇ ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇
Attn: Mr. Fan Lei
Facsimile: (▇▇▇) ▇▇▇▇ ▇▇▇▇

Re:

Shares Purchase Agreement relating to the Purchase of 3,642,512 Series B Preferred Shares of MIE Holdings Corporation — FEEL Shareholders Undertakings

Dear Sirs:

We provide this letter to Harmony Energy Limited (“Harmony”) pursuant to the Shares Purchase Agreement relating to the Purchase of 3,642,512 Series B Preferred Shares of MIE Holdings Corporation (the “SPA”) dated February 5, 2010 among Harmony, Far East Energy Limited, MIE Holdings Corporation, MI Energy Corporation, ▇▇▇▇▇ ▇▇▇▇▇▇, Zhao Jiangwen and Shang Zhiguo. Save as defined in this letter, words and expressions defined in the SPA shall have the same meanings when used in this letter.

In connection with the SPA and the transactions contemplated therein, we hereby represent, warrant and undertake as follows:

1.

WARRANTITES

	1.1		Warranties by the FEEL Shareholders. Each FEEL Shareholder warrants to Harmony that:
	(a)		the FEEL Shareholders are the joint legal owners, free and clear of any Encumbrances (except for the creation of Encumbrances over the shares in FEEL pursuant to the terms of the CITIC KaWah Facility), of all of the issued and outstanding FEEL shares and there are no other shares or rights to acquire new shares in FEEL and that no person other than a FEEL Shareholder will have any beneficial interest in any shares in FEEL;
	(b)		he is not a party to any contract creating rights in respect of any FEEL shares in any third Person or relating to the voting of FEEL shares or which would

otherwise restrict his ownership of the FEEL shares (except for the arrangements over the shares in FEEL pursuant to the terms of the CITIC KaWah Facility);

	(c)		he has the full power and authority and full legal capacity to execute, deliver and perform his obligations under the SPA and such SPA will be or have been duly executed and delivered and constitute or will constitute a valid and binding obligation of such FEEL Shareholder enforceable in accordance with its terms, except that such enforcement may be subject to or limited by bankruptcy, insolvency, moratorium or other laws affecting creditors’ rights generally and subject to the application of general principles of equity;
	(d)		the execution, delivery and performance of the SPA will not result in a breach or violation of any of the terms and provisions of, or constitute a default under (i) any Governmental Rule or order applicable to him of any Governmental Authority or any court, domestic or foreign, having jurisdiction over him or any of his properties or (ii) any agreement or instrument to which he is a party or by which he is bound or to which any of his properties is subject, other than, in each case, where such breach, violation or default has not had, and is not reasonably likely to have, a material adverse effect on his ability to perform his obligations under the SPA;
	(e)		except for the relevant approval of and registration with the PRC State Administration of Foreign Exchange under Circular 75 he is not and will not be required to give any notice or to make any filing with or obtain any Permit, consent, waiver or other authorization from any governmental or regulatory authority or other Person in connection with the execution, delivery and performance of the SPA;
	(f)		there is no legal, administrative, arbitration or other action or proceeding or governmental investigation pending, or, to his knowledge, threatened, against him that challenges the validity or performance of the SPA, or which, if successful, could hinder or prevent him from performing his obligations hereunder;
	(g)		he has no contract, arrangement or understanding with any broker, finder or similar agent with respect to the transactions contemplated by this letter or the SPA; and
	(h)		in relation to each of the Repayment Agreements dated September 18, 2007, the Intercompany Loan Agreement dated June 26, 2008, the Tripartite Agreement dated December 31, 2008, and the Guarantee dated January 12, 2009 (collectively, the “Intercompany Agreements”) to which he is a party, (i) he has the full power and authority and full legal capacity to execute, deliver and perform such Intercompany Agreement, (ii) such Intercompany Agreement is a valid and binding agreement of him, enforceable against such party in accordance with its terms, and (iii) the execution and delivery of it by him do not, and the performance of the obligations thereunder by him will not, (x) conflict with any of, or require any other Consent of any Person under any Governmental Rule or

applicable law, or (y) violate any Governmental Rule or any provision of applicable law, or require any Permit of any Governmental Authority having jurisdiction over him.

1.2		Each FEEL Shareholder hereby acknowledges that each statement in Clause 1.1 above is true and correct as of the date of the SPA and as of the Completion Date, and Harmony has relied upon such warranties to enter into the SPA. Each of the warranties shall be separate and independent and save as expressly otherwise provided shall not be limited by reference to any provision in this letter or the SPA.
1.3		During the period from the date of the SPA until the Completion Date, each FEEL Shareholder shall notify Harmony in writing immediately if it becomes aware of a fact or circumstance which would cause any warranty given herein or the undertaking set forth in Clause 2.1 herein to be unfulfilled, untrue, inaccurate or misleading in any material respect if given in respect of the facts or circumstances as at any time on or prior to the Completion. Such updating to Completion shall not affect any of the conditions precedent to Harmony’s obligations or satisfaction thereof under the SPA.
1.4		The warranties set out in Clause 1.1(a) through (g) shall survive indefinitely. The warranties set out in Clause 1.1(h) shall survive until the General Warranty Expiration Date.

2.

UNDERTAKINGS

2.1		Pre-completion undertakings. During the period from the date of the SPA until the Completion Date, none of the FEEL Shareholders shall transfer (or create or permit any Encumbrance over) any interest in any of the shares in FEEL, (except for the creation of Encumbrances over the shares in FEEL pursuant to the terms of the CITIC KaWah Facility), or allow the creation, grant or issuance of new shares by FEEL or of any shares or rights to subscribe for, or option warrants or other securities convertible into or exercisable or exchangeable for the shares in FEEL.
2.2		Post-completion Undertakings. From and after the Completion Date, the FEEL Shareholders shall maintain a shareholding percentage in FEEL of more than 50% until the date falling on the earliest of (a) the expiration date of the lock-up period applicable to Harmony following the Qualified IPO, (b) the date upon which Harmony’s Shareholding Percentage in the Company falls below 15% and (c) the date falling sixty (60) months from the Completion Date (such earliest date, the “Required Shareholding Ownership Expiration Date”). During the period from the Completion Date until the Required Shareholding Ownership Expiration Date, the shares held by the FEEL Shareholders in FEEL will be free and clear of any and all Encumbrances, other than any Encumbrance created by the CITIC KaWah Facility. For the purposes of this Clause 2.2, “shareholding percentage” means, with respect to the FEEL Shareholders, the ratio (expressed as a percentage) of the number of shares in FEEL held by the FEEL Shareholders to the aggregate number of all the issued shares of FEEL.

2.3		Further Assurances. Each FEEL Shareholder shall promptly and duly execute and deliver such documents and take, and cause any relevant Person to take, such further action as may be required or reasonably desirable in order to carry out effectively and accomplish the intent and purpose of this letter and the SPA and to establish and protect the rights and remedies created or intended to be created under this letter.
3.		NOTICES
		All notices, consents, and other communications under or pursuant to this letter (“Notices”) shall be in writing and in the English language and shall be delivered (A) by hand, (B) by facsimile (with receipt confirmed); provided, however, that a copy is promptly thereafter mailed by reputable private courier, return receipt requested, (C) by the addressee or (D) by such other means as the parties may agree from time to time; in each case to the appropriate addresses and facsimile numbers set forth below (or to such other addresses or facsimile numbers as a party may designate as to itself by not less than five (5) Business Days notice to the other parties):

if to Harmony, to:		Suites 7003-7005, 70th Fl
		Two International Finance Centre
		▇ ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇
		▇▇▇▇ ▇▇▇▇
		Attention: Mr. Fan Lei
		Facsimile: (▇▇▇) ▇▇▇▇ ▇▇▇▇
if to any FEEL Shareholder, to:		▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇▇▇
		▇ ▇▇▇ ▇▇▇▇▇ Road
		Chaoyang District, Beijing 10010, PRC
		Attention: ▇▇. ▇▇▇▇▇ Ruilin
		Facsimile: (8610) 5123 8866

4.		MISCELLANEOUS
4.1		Governing Law and Arbitration. This letter shall be governed by and construed in accordance with the English law without regard to conflicts of laws principles. The provisions of Clause 11 of the SPA shall be deemed to be incorporated in this letter in full, mutatis mutandis, save that references to “this Agreement” shall be construed as references to this letter and references to “Parties” or “Party” shall be construed as references to parties or party to this letter.
4.2		Assignment. The provisions of this letter shall be binding upon and accrue to the benefit of the Parties and their respective successors and permitted assigns. Notwithstanding the foregoing, none of the Parties may assign its rights and obligations in whole or in part hereunder without the prior written consent of the other party, except that Harmony may assign its rights under this letter, in whole or in part, to any Person who acquires Shares held by Harmony.

4.3		Amendments and waivers. All amendments and other modifications hereof or waivers of the observance of any term hereof (either generally or in a particular instance and either retroactively or prospectively) shall be in writing and signed by each of the parties.
4.4		No Waiver. The failure of a party at any time to require observance or performance by any other party of any of the provisions of this letter shall in no way affect the party’s right to require such observance or performance at any time thereafter, nor shall the waiver by any party of a breach of any provision hereof be taken or held to be a waiver of any succeeding breach of such provision. The rights and remedies provided in this letter are cumulative and not exclusive of any rights or remedies otherwise provided by law.
5.6		Counterparts. This letter may be signed in any number of counterparts, each of which is an original and all of which, taken together, constitute one and the same instrument. This letter may also be executed and delivered by facsimile signature and in any number of counterparts, each of which shall be deemed an original and all of which, taken together, constitute one and the same instruments.

[Remainder of Page Intentionally Left Blank]

Accepted and agreed to
on the terms set forth above as of the
date first written above:

Accepted and agreed to
on the terms set forth above as of the
date first written above:

Accepted and agreed to
on the terms set forth above as of the
date first written above:

EXHIBIT B

RESTATED ARTICLES

Company No.: MC-207100

FOURTH AMENDED AND RESTATED

MEMORANDUM

AND

ARTICLES OF ASSOCIATION

OF

MIE Holdings Corporation

(Adopted by Special Resolution dated 10 March 2010)

Incorporated on the 20th day of March, 2008

INCORPORATED IN THE CAYMAN ISLANDS

THE COMPANIES LAW(2009 Revision)
OF THE CAYMAN ISLANDS
Exempted Company Limited by Shares

FOURTH AMENDED AND RESTATED

MEMORANDUM OF ASSOCIATION

OF

MIE Holdings Corporation
(Adopted by Special Resolution dated 10 March 2010)

1.		The name of the Company is MIE Holdings Corporation.
2.		The Registered Office of the Company shall be at the offices of ▇▇▇▇▇▇ Corporate Services Limited, ▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇-▇▇▇▇, Cayman Islands, or at such other place as the Directors may from time to time decide.
3.		The objects for which the Company is established are unrestricted and shall include, but without limitation, the following:

(a)		(i)		To carry on the business of an investment company and to act as promoters and entrepreneurs and to carry on business as financiers, capitalists, concessionaires, merchants, brokers, traders, dealers, agents, importers and exporters and to undertake and carry on and execute all kinds of investment, financial, commercial, mercantile, trading and other operations.
		(ii)		To carry on whether as principals, agents or otherwise howsoever the business of realtors, developers, consultants, estate agents or managers, builders, contractors, engineers, manufacturers, dealers in or vendors of all types of property including services.

	(b)		To exercise and enforce all rights and powers conferred by or incidental to the ownership of any shares, stock, obligations or other securities including without prejudice to the generality of the foregoing all such powers of veto or control as may be conferred by virtue of the holding by the Company of some special proportion of the issued or nominal amount thereof, to provide managerial and other executive, supervisory and consultant services for or in relation to any company in which the Company is interested upon such terms as may be thought fit.
	(c)		To purchase or otherwise acquire, to sell, exchange, surrender, lease, mortgage, charge, convert, turn to account, dispose of and deal with real and personal property and rights of all kinds and, in particular, mortgages, debentures, produce, concessions, options, contracts, patents, annuities, licences, stocks, shares, bonds, policies, book debts, business concerns, undertakings, claims, privileges and choses in action of all kinds.
	(d)		To subscribe for, conditionally or unconditionally, to underwrite, issue on commission or otherwise, take, hold, deal in and convert stocks, shares and securities of all kinds and to enter into partnership

or into any arrangement for sharing profits, reciprocal concessions or cooperation with any person or company and to promote and aid in promoting, to constitute, form or organise any company, syndicate or partnership of any kind, for the purpose of acquiring and undertaking any property and liabilities of the Company or of advancing, directly or indirectly, the objects of the Company or for any other purpose which the Company may think expedient.

	(e)		To stand surety for or to guarantee, support or secure the performance of all or any of the obligations of any person, firm or company whether or not related or affiliated to the Company in any manner and whether by personal covenant or by mortgage, charge or lien upon the whole or any part of the undertaking, property and assets of the Company, both present and future, including its uncalled capital or by any such method and whether or not the Company shall receive valuable consideration thereof.
	(f)		To engage in or carry on any other lawful trade, business or enterprise which may at any time appear to the Directors of the Company capable of being conveniently carried on in conjunction with any of the aforementioned businesses or activities or which may appear to the Directors or the Company likely to be profitable to the Company.

		In the interpretation of this Amended and Restated Memorandum of Association in general and of this Article 3 in particular no object, business or power specified or mentioned shall be limited or restricted by reference to or inference from any other object, business or power, or the name of the Company, or by the juxtaposition of two or more objects, businesses or powers and that, in the event of any ambiguity in this Article or elsewhere in this Amended and Restated Memorandum of Association, the same shall be resolved by such interpretation and construction as will widen and enlarge and not restrict the objects, businesses and powers of and exercisable by the Company.
4.		Except as prohibited or limited by the Companies Law (as amended) and by the Amended and Restated Articles of Association of the Company, the Company shall have full power and authority to carry out any object and shall have and be capable of from time to time and at all times exercising any and all of the powers at any time or from time to time exercisable by a natural person or body corporate in doing in any part of the world whether as principal, agent, contractor or otherwise whatever may be considered by it necessary for the attainment of its objects and whatever else may be considered by it as incidental or conducive thereto or consequential thereon, including, but without in any way restricting the generality of the foregoing, the power to make any alterations or amendments to this Amended and Restated Memorandum of Association and the Amended and Restated Articles of Association of the Company considered necessary or convenient in the manner set out in the Amended and Restated Articles of Association of the Company, and the power to do any of the following acts or things, viz: to pay all expenses of and incidental to the promotion, formation and incorporation of the Company; to register the Company to do business in any other jurisdiction; to sell, lease or dispose of any property of the Company; to draw, make, accept, endorse, discount, execute and issue promissory notes, debentures, bills of exchange, bills of lading, warrants and other negotiable or transferable instruments; to lend money or other assets and to act as guarantors; to borrow or raise money on the security of the undertaking or on all or any of the assets of the Company including uncalled capital or without security; to invest monies of the Company in such manner as the Directors determine; to promote other companies; to sell the undertaking of the Company for cash or any other consideration; to distribute assets in specie to Members of the Company; to make charitable or benevolent donations; to pay pensions or gratuities or provide other benefits in cash or kind to Directors, officers, employees, past or present and their families; to purchase Directors and officers liability insurance and to carry on any trade or business and generally to do all acts and things which, in the opinion of the Company or the Directors, may be conveniently or profitably or usefully acquired and dealt with, carried on, executed or done by the Company in connection with the business aforesaid provided, that the Company shall only carry on the businesses for which a licence is required under the laws of the Cayman Islands when so licensed under the terms of such laws.
5.		The liability of each Member is limited to the amount from time to time unpaid on such Member’s Shares.
6.		The share capital of the Company is US$230,000 divided into (i) 15,000,000 Ordinary Shares of a par

value of US$0.01 each; (ii) 3,000,000 Series A Preferred Shares of a par value of US$0.01; and (iii) 5,000,000 Series B Preferred Shares of a par value of US$0.01, each with power for the Company insofar as is permitted by law, to redeem or purchase any of its shares and to increase or reduce the said capital subject to the provisions of the Companies Law (as amended) and the Amended and Restated Articles of Association and to issue any part of its capital, whether original, redeemed or increased with or without any preference, priority or special privilege or subject to any postponement of rights or to any conditions or restrictions and so that unless the conditions of issue shall otherwise expressly declare every issue of shares whether declared to be preference or otherwise shall be subject to the powers hereinbefore contained, provided that, notwithstanding any provision to the contrary contained in this Amended and Restated Memorandum of Association, the Company shall have no power to issue bearer shares, warrants, coupons or certificates. Each share in the Company confers upon the Member those rights set forth in the Amended and Restated Articles of Association.

7.

The Company shall have the power to register by way of continuation as a body corporate limited by shares under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.

THE COMPANIES LAW (2009 Revision)
OF THE CAYMAN ISLANDS
Company Limited by Shares

FOURTH AMENDED AND RESTATED ARTICLES OF

ASSOCIATION

OF

MIE Holdings Corporation
(Adopted by Special Resolution dated 10 March 2010)

1.

In these Articles, Table A in the Schedule to the Statute does not apply and, unless there be something in the subject or context inconsistent therewith,

“Additional Securities”		has the meaning ascribed to it in Article 7(d)(v)(A).
“Affiliate”		means, with respect to any specified Person, any other Person who or which, directly or indirectly, controls, is controlled by, or is under common control with, such specified Person, including, without limitation, any general partner, officer, director, member, manager or employee of such Person and any investment fund now or hereafter existing that is controlled by or under common control with one or more general partners or managing members of, or shares the same management company with, such Person; provided, that (i) with respect to TPG, Affiliate shall include any other person that controls, is controlled by, or is under common control with TPG Star, L.P. and/or its Affiliates, (ii) with respect to Sino Link, Affiliate shall only include any other person that directly controls and holds a majority interest in Sino Link; (iii) with respect to Harmony, Affiliate shall include any other person that controls, is controlled by, or is under common control with Ever Union Capital Limited and/or its Affiliates; and (iv) with respect to FEEL, Affiliate shall include ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇ and each of their respective Affiliates.
“Annual General Meeting”		has the meaning ascribed to it in Article 40(a).
“Articles”		means these Articles as from time to time altered by Special Resolution and duly filed with the Registrar of Companies.
“Auditors”		means the persons for the time being performing the duties of auditors of the Company.
“Board”		means the board of directors of the Company.

“Business Day”		means any day that is not a Saturday, a Sunday or a day on which banks are required or permitted to be closed in the Hong Kong SAR or the People’s Republic of China.
“Chairman”		has the meaning ascribed to it in Article 92.
“CITIC KaWah Facility”		means the US$200,000,000 Transferable Term Loan and Revolving Credit Facility Agreement dated 28 July 2009 between MI Energy Corporation as borrower, CITIC Ka Wah Bank Limited as facility agent and offshore security agent, China CITIC Bank Corporation Limited, Guangzhou Branch as onshore security agent, and the banks and other financial institutions named therein as lenders .
“Class”		means any class of shares as may from time to time be issued by the Company.
“Company”		means MIE Holdings Corporation.
“Company Employee Share Option Scheme”		means any employee incentive scheme pursuant to which the Company may issue Shares or options for Shares constituting up to 5% of the share capital of the Company as of the date hereof pursuant to a plan approved by the Board.
“control”		means possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such other Person (whether through ownership interest, by contract or otherwise); provided, however, that, in any event, any Person that owns directly or indirectly more than fifty percent (50%) of the ordinary voting interests in such other Person shall be deemed to control such other Person.
“Conversion Price”		means (i) with respect to Series A Preferred Shares, the Original Series A Conversion Price applicable to the Series A Preferred Shares; (ii) with respect to Series B Preferred Shares, the Original Series B Conversion Price applicable to Series B Preferred Shares, in each case, subject to adjustment as provided below in Article 7(d)(v).
“Conversion Rights”		has the meaning ascribed to it in Article 7(d).
“Cut-Off Date”		has the meaning ascribed to it in Article 10(b)(ii).
“debenture”		means debenture stock, mortgages, bonds and any other such securities of the Company whether constituting a charge on the assets of the Company or not.
“Directors”		means the directors for the time being of the Company.
“dividend”		includes an interim dividend and bonus.
“Electing Offeree” and “Electing Offerees”		have the meaning ascribed to them in Article 10(b)(ii).

“Encumbrance”		means any deed to secure debt, assignment, security right, pledge, lien, charge, option, encumbrance and claim or right of any kind of third persons, whether voluntarily incurred or arising by operation of law, including any agreement to give any of the foregoing in the future, and in relation to shares in the issued shares capital of a company, any right to appoint a proxy, exercisable by any party other than the holder of such shares.
“Excluded Shares”		means (i) Ordinary Shares issued and outstanding on the date hereof; (ii) Preferred Shares issued and outstanding on the date hereof; (iii) [intentionally left blank]; (iv) Ordinary Shares issued or deemed to have been issued pursuant to a stock grant, stock option, option plan, purchase plan or other employee stock incentive program or agreement, in each case, where the grant of such options is approved by the Board; (v) Ordinary Shares issued or issuable upon conversion of the Preferred Shares; (vi) all Shares issued as a dividend or distribution on Preferred Shares; (vii) Ordinary Shares issued or issuable in a Qualified IPO; and (viii) Ordinary Shares or any class of preferred shares issued or deemed to have been issued as a result of any liquidation or winding up of the Company.
“Extended Cut-Off Date”		has the meaning ascribed to it in Article 10(b)(iii).
“Extended Preemption Cut-Off Date”		has the meaning ascribed to it in Article 6(b)(ii).
“FEEL”		means Far East Energy Limited, a company incorporated in the Special Administration Region of Hong Kong.
“Harmony”		means Harmony Energy Limited, a company incorporated in the British Virgin Islands.
“Indebtedness”		means all (i) funded indebtedness of the Company and its Subsidiaries, including, (A) all funded obligations for borrowed money, (B) funded obligations evidenced by bonds, notes, debentures, loan agreements or similar instruments, (C) otherwise as an account party in respect of or arising under letters of credit, bankers’ acceptances, bank guaranties, surety bonds and similar instruments, (ii) the aggregate amount required to be capitalized under leases under which the Company or any of its Subsidiaries is the lessee, (iii) obligations of the Company or any of its Subsidiaries for deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business), and (iv) all accrued and unpaid interest on any of the foregoing.
“JMC Budget”		has the meaning as ascribed to it in Article 98 (c)(ix).
“Liquidation Preference”		means the Series A Liquidation Preference or the Series B Liquidation Preference and “Liquidation Preferences” shall be defined accordingly.
“Material Subsidiary”		means MIE and any other member of the MIE Group having more than 10% of the assets of the MIE Group as shown in the latest financial statements of that entity.

“Member”		means each person whose name is, from time to time and for the time being, entered in the register of Members as the holder of one or more Shares.
“Memorandum”		means the Memorandum of Association of the Company as amended from time to time altered by Special Resolution and duly filed with the Registrar of Companies.
“MIE”		means MI Energy Corporation, an exempted company incorporated with limited liability in the Cayman Islands.
“MIE Group”		means the Company, its Subsidiaries and other entities controlled directly or indirectly by the Company.
“Minimum Shareholding Percentage”		means a Shareholding Percentage of not less than five percent (5%).
“month”		means calendar month.
“New Securities”		means Shares or rights, options, warrants or other securities convertible into or exercisable or exchangeable for Shares issued by the Company, other than Shares issued or issuable:
		(a)   pursuant to the Company Employee Share Option Scheme;
		(b)   upon conversion of any Preferred Shares;
		(c)   as a dividend or other distribution on any Preferred Shares;
		(d)   pursuant to a Qualified IPO; and
		(e)   in connection with any stock split or stock dividend.
“Non-Competing Person”		means any Person that is not engaged, directly or indirectly, in a competing business, it being understood that TPG, Harmony and Sino Link are Non-Competing Persons.
“Non-Offering Members”		has the meaning ascribed to it in Article 10(b)(i).
“Offered Shares”		has the meaning ascribed to it in Article 10(b)(i).
“Offering Member”		has the meaning ascribed to it in Article 10(b)(i).
“Ordinary Directors”		has the meaning ascribed to it in Article 70.
“Ordinary Resolution”		means a resolution passed by a simple majority of the votes of such Members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting, and includes a unanimous written resolution.
“Ordinary Shares”		means the ordinary shares in the capital of the Company, of par value US$0.01 each.

“Ordinary Shares Equivalents”		has the meaning ascribed to it in Article 7(d)(v)(A).
“Original Series A Conversion Price”		means an amount equal to the Series A Preferred Shares Purchase Price.
“Original Series B Conversion Price”		means an amount equal to the Series B Preferred Shares Purchase Price.
“paid-up”		means paid-up and/or credited as paid-up.
“Participant”		has the meaning ascribed to it in Article 10(c)(ii).
“Person”		means any natural person, individual, partnership, joint venture, company, corporation, trust, estate, juridical entity, firm, association, statutory body, unincorporated organization, or governmental authority or any other entity whether acting in an individual, fiduciary or other capacity.
“Preemption Cut-Off Date”		has the meaning ascribed to it in Article 6(b)(i).
“Preferred Shares”		means the Series A Preferred Shares and Series B Preferred Shares of the Company.
“Proposed Transfer”		means any Transfer of any Shares (or any interest therein) proposed by any Member.
“Prospective Transferee”		means any Person to whom a Member proposes to make a Proposed Transfer, including a Proposed Transfer by FEEL pursuant to Article 10(e).
“Qualified IPO”		means an underwritten public offering by the Company of its Shares on a Recognised Stock Exchange pursuant to a prospectus or offering circular under applicable securities laws resulting in the shares of the Company becoming freely tradable.
“Recognized Stock Exchange”		means NASDAQ, the New York Stock Exchange, the Toronto Stock Exchange, the Australian Securities Exchange, the Euronext Paris, the Tokyo Stock Exchange, the Deutsche Borse, or the main board of any of the Stock Exchange of Hong Kong Limited, the Singapore Stock Exchange, or the London Stock Exchange, or any other stock exchange of equal standing reasonably agreed by TPG.
“registered office”		means the registered office for the time being of the Company.
“Remaining New Securities”		has the meaning ascribed to it in Article 6(b)(iii).
“Scheduled Completion Date”		has the meaning ascribed to it in Article 10(b)(v).
“Seal”		means the common seal of the Company and includes every duplicate seal.
“Secretary”		includes an Assistant Secretary and any person appointed to perform the duties of Secretary of the Company.
“Series A Conversion Rate”		means the number of Ordinary Shares into which a Series A Preferred Share is convertible.

“Series A Conversion Price”		means the Original Series A Conversion Price, subject to adjustment as provided below in Article 7(d)(v).
“Series A Preferred Shares”		means the Series A preferred shares in the capital of the Company, of par value US$0.01 each.
“Series A Preferred Shares Purchase Price”		means US$24.6999.
“Series A Liquidation Preference”		has the meaning ascribed to it in Article 7(c)(i).
“Series B Conversion Rate”		means the number of Ordinary Shares into which a Series B Preferred Share is convertible.
“Series B Conversion Price”		means an amount equal to two times the Original Series B Conversion Price, subject to adjustment as provided below in Article 7(d)(v).
“Series B Preferred Shares”		means the Series B Preferred Shares of the Company, of par value US$0.01 each.
“Series B Preferred Shares Purchase Price”		means US$24.70.
“Series B Liquidation Preference”		has the meaning ascribed to it in Article 7(c)(i).
“Shareholders’ Agreement”		means the second amended and restated shareholders agreement dated 10 March 2010 by and among TPG, Harmony, Sino Link, FEEL, MIE, the Company and certain other shareholders of the Company, as amended or supplemented from time to time.
“Shareholding Effective Date”		means the date on which a person becomes a Member of the Company.
“Shareholding Percentage”		means, with respect to any Member, the ratio (expressed as a percentage) of the number of Shares owned, directly or indirectly, by such Member and its Affiliates to the aggregate number of all the issued Shares. For the purposes of determining the number of Shares held by the Members, all Series A Preferred Shares and all Series B Preferred Shares shall be deemed to have been converted into Ordinary Shares at the then-applicable conversion ratio.
“Shares”		means the Ordinary Shares, Series A Preferred Shares and Series B Preferred Shares, and any other shares of the Company, whether fully or partly paid.
“Sino Link”		means Sino Link Limited, an exempted company incorporated in Cayman Islands with limited liability.
“Sino Link SPA”		means the shares purchase agreement dated October 26th, 2009 entered by and among Sino Link, FEEL, MIE, the Company, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ and Shang Zhiguo, as amended or supplemented from time to time.

“Special Board Approval”		means the approval of a majority of the directors of the Board present and voting at a duly convened meeting, provided that the TPG Director shall not have voted against such action.
“Special Resolution”		has the same meaning as specified in Article 63 and includes a unanimous written resolution.
“Statute”		means the Companies Law (2009 Revision) of the Cayman Islands, as amended, and every statutory modification or re-enactment thereof for the time being in force.
“Subsidiary”		means, with respect to any Person:
		(a)   any company or corporation more than fifty percent (50%) of whose shares of any class or classes having by the terms thereof ordinary voting power to elect a majority of the directors of such company or corporation (irrespectively of whether or not at the time shares of any class or classes of such company or corporation shall have or might have voting power by reason of the happening of any contingency) is at the time owned by such Person directly or indirectly through one or more Subsidiaries of such Person; and
		(b)   any partnership, association, joint venture or other entity in which such Person directly or indirectly through one or more Subsidiaries of such Person has more than a fifty percent (50%) equity interest.
“Tag-Along Notice”		has the meaning ascribed to it in Article 10(c)(i).
“Tag-Along Offer”		has the meaning ascribed to it in Article 10(c)(i).
“Tag-Along Seller”		has the meaning ascribed to it in Article 10(c)(i).
“TPG”		means TPG Star Energy Ltd., an exempted company incorporated with limited liability in the Cayman Islands, and/or one or more of its Affiliates.
“TPG Director”		has the meaning ascribed to it in Article 70.
“TPG SPA”		means the Series A Preferred Shares Subscription and Put Option Agreement dated June 19, 2009 by and among TPG, FEEL, the Company and MIE, as amended or supplemented from time to time.
“Trade Sale”		means a sale of all of the Shares.
“Transfer”		means the direct or indirect sale, offer to sell, pledge, mortgage, encumbrance, gift, assignment, transfer or disposition of Shares, or any rights or interest therein or afforded thereby, or entering into any contract or agreement to do any of the foregoing, voluntarily or involuntarily.
“Transfer Notice”		has the meaning ascribed to it in Article 10(b)(i).
“written” and “in writing”		include all modes of representing or reproducing words in visible form.

		Words importing the singular number only include the plural number and vice versa.
		Words importing the masculine gender only include the feminine gender.
		Words importing persons also include corporations.
2.		The business of the Company may be commenced as soon after incorporation as the Directors shall see fit, notwithstanding that only part of the Shares may have been allotted.
3.		The Directors may pay, out of the capital or any other monies of the Company, all expenses incurred in or about the formation and establishment of the Company including the expenses of registration.

CERTIFICATES FOR SHARES

4.		Certificates representing shares of the Company shall be in such form as shall be determined by the Directors and shall be issued to all persons who hold shares of the Company. Such certificates may be under Seal. All certificates for shares shall be consecutively numbered or otherwise identified and shall specify the shares to which they relate. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered in the register of Members of the Company. All certificates surrendered to the Company for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled. The Directors may authorise certificates to be issued with the seal and authorised signature(s) affixed by some method or system of mechanical process. Each certificate representing the Shares or any other securities issued in respect of the Shares upon any stock splits, stock dividend, recapitalisation, merger or similar event, shall be stamped or otherwise imprinted with a legend in substantially the following form (in addition to any legends required by agreement or by applicable securities laws):
		THE SHARES REPRESENTED BY THIS SHARE CERTIFICATE ARE SUBJECT TO AND MAY BE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECOND AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT DATED AS OF MARCH 10, 2010 AMONG THE HOLDER OF THIS CERTIFICATE, CERTAIN OTHER SHAREHOLDERS OF THE COMPANY, MI ENERGY CORPORATION AND THE COMPANY.
5.		Notwithstanding Article 4 of these Articles, if a share certificate be defaced, lost or destroyed, it may be renewed on payment of a fee of one dollar (US$l.00) or such less sum and on such terms (if any) as to evidence and indemnity and the payment of the expenses incurred by the Company in investigating evidence, as the Directors may prescribe.

ISSUE OF SHARES

6.	(a)		Subject to the provisions, if any, in that behalf in the Memorandum and these Articles and to any direction that may be given by the Company in general meeting and without prejudice to any special rights previously conferred on the holders of existing shares, the Directors may allot, issue, grant options over or otherwise dispose of shares of the Company (including fractions of a share) with or without preferred, deferred or other special rights or restrictions, whether in regard to dividend, voting, return of capital or otherwise and to such persons, at such times and on such other terms as they think proper; provided, always that, notwithstanding any provision to the contrary contained in these Articles, the Company shall be precluded from issuing bearer shares, warrants, coupons or certificates.
	(b)		Preemption Rights. Each Member shall have the right to purchase a pro rata portion (based on its Shareholding Percentage) of New Securities that the Company may, from time to time

propose to sell and issue. The preemption rights granted under this Article 6(b) shall be subject to the following provisions:

	(i)		In the event that the Company proposes to undertake an issuance of New Securities, it shall give each Member written notice of its intention, describing the type of New Securities, the price, and the general terms upon which the Company proposes to issue the same. Each Member shall have thirty (30) days after receipt of such notice (the “Preemption Cut-Off Date”) to agree to purchase up to its pro rata portion (based on its Shareholding Percentage) of such New Securities at the price and upon the terms specified in the notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased. If a Member fails to exercise the right to purchase its full pro rata portion (based on its Shareholding Percentage) of the New Securities, each of the other participating Members may exercise an additional right to purchase, on a pro rata basis (based on the proportion its Shareholding Percentage bears to the aggregate Shareholding Percentage of the participating Members), the New Securities not previously purchased.
	(ii)		If some (but not all) of the Members do not elect to purchase their pro rata portion of such New Securities by the Preemption Cut-Off Date, each of the participating Members shall have the right, exercisable for a period of fifteen (15) days after the Preemption Cut-Off Date (the last day of which shall be the “Extended Preemption Cut-Off Date”), to purchase all or any portion of the New Securities not purchased by the participating Members pursuant to Article 6(b)(i) pro rata (based on the proportion its Shareholding Percentage bears to the aggregate Shareholding Percentage of the other participating Members).
	(iii)		If none of the Members have exercised their right to purchase the New Securities by the end of the Preemption Cut-Off Date or the collective participating Members have not offered to purchase all of the New Securities by the end of the Extended Preemption Cut-Off Date (such unpurchased New Securities, the “Remaining New Securities”), then the Company may sell all (but not less than all) of the Remaining New Securities to a third Person.
	(iv)		Regardless of whether the Members exercise their preemption rights granted under this Article 6(b) by the Preemption Cut-Off Date or the Extended Preemption Cut-Off Date (as the case may be), the Company shall have sixty (60) days after the Extended Preemption Cut-Off Date to sell (or enter into an agreement pursuant to which the sale of New Securities covered thereby shall be closed, if at all, within sixty (60) days from the date of said agreement) the New Securities at a price and upon terms no more favourable to the purchasers thereof than specified in the Company’s notice to the Members, provided that such purchaser(s) shall agree to be bound by the terms hereof and shall thereby become bound by the terms and conditions of these Articles. In the event the Company has not sold the New Securities within such 60-day period (or sold and issued New Securities in accordance with the foregoing within sixty (60) days from the date of such agreement) the Company shall not thereunder issue or sell any New Securities without first offering such New Securities to the Members in the manner provided above. The completion of the sale of New Securities to the participating Members and other purchasers shall occur simultaneously.

(c)

Termination. The preemption rights granted under Article 6(b) shall expire immediately upon the occurrence of a Qualified IPO or a Trade Sale.

PREFERRED SHARES

7.

The rights, preferences, privileges and restrictions granted to and imposed upon the Preferred Shares and the holders thereof are as follows:

	(a)		Voting Rights. Except as required by law or as provided to the contrary herein, the holders of the Preferred Shares and the holders of the Ordinary Shares shall for voting purposes be deemed to be members of the same class of share capital and shall vote together. Each Preferred Share shall have such number of votes equal to the number of Ordinary Shares into which such Preferred Shares is convertible at the time the vote is taken.
	(b)		Dividends. Subject always to the provisions in Articles 63 and 98:

	(i)		the Preferred Shares shall accrue dividends as determined by the Board; and
	(ii)		notwithstanding paragraph (i) above, the Preferred Shares shall be entitled to participate pro rata in any dividends paid on the Ordinary Shares on an as-if-converted basis, in which case, the Preferred Shares shall confer upon the holders thereof the right, in priority to any rights of the holders of any other class of Shares (including the Ordinary Shares), to receive such dividends; provided however, during the period commencing on the Shareholding Effective Date and ending on the earlier of (A) the date of the closing of the Qualified IPO or (B) the date of the one year anniversary of the Shareholding Effective Date, if the holders of Series A Preferred Shares, voting as a class, elect (at their sole and absolute discretion) not to receive such dividends, then all holders of the Preferred Shares shall also not be entitled to participate pro rata in any dividends paid by the Company.

(c)

Liquidation Preference.

(i)

In the event of any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, each holder of the Preferred Shares shall be entitled to receive, on a pro rata basis, prior and in preference to any distribution of any of the assets or funds of the Company to the holders of any other class of shares of the Company ranked junior to the Preferred Shares (including the Ordinary Shares) by reason of such holder’s ownership thereof, (A) in the case of the Series A Preferred Shares, the greater of (1) the sum of (x) the Series A Preferred Shares Purchase Price (as adjusted for any share dividends, combinations, splits, recapitalizations or the like on, of or affecting the Series A Preferred Shares), for each Series A Preferred Share then held by such holder and (y) any and all declared but unpaid dividends on each such Series A Preferred Share and (2) such amount per Series A Preferred Share as would have been payable had all such Series A Preferred Shares been converted into Ordinary Shares immediately prior to such liquidation, dissolution or winding up (such amount payable, the “Series A Liquidation Preference”), and (B) in the case of the Series B Preferred Shares, the greater of (1) the sum of (x) the Series B Preferred Shares Purchase price (as adjusted for any share dividends, combinations, splits, recapitalizations, or the like on, of or affecting the Series B Preferred Shares), for each Series B Preferred Share then held by such holder and (y) any and all declared but unpaid dividends on each such Series B Preferred Share and (2) such amount per Series B Preferred Share as would have been payable had all such Series B Preferred Shares been converted into Ordinary Shares immediately prior to such liquidation, dissolution or winding up (such amount payable, the “Series B Liquidation Preference”). If, upon the occurrence of such event, the assets and funds thus distributed among the holders of the Preferred Shares shall be insufficient to permit the payment to such holders of the full Liquidation Preference, then the entire assets and funds of the Company legally available for distribution shall be distributed pro rata among the holders of the Preferred Shares in proportion to the relevant Liquidation Preference each such holder is otherwise entitled to receive. If any holder of Preferred Shares shall be deemed to have converted Preferred Shares into Ordinary Shares pursuant to this paragraph, then such holder shall not be entitled to receive any distribution that would otherwise be made to holders of Preferred Shares that have not converted (or have not been deemed to have converted) into Ordinary Shares.

	(ii)		After the payment of the Series A Liquidation Preference and the Series B Liquidation Preference in accordance with Article 7(c)(i) above, the remaining assets shall be distributed ratably to the holders of the Ordinary Shares.
	(iii)		Unless the holders of a majority of the Preferred Shares then outstanding shall elect or determine otherwise by written consent, a consolidation or merger of the Company with or into any other Person in which the holders of the Shares as of immediately prior to such merger or consolidation do not continue to hold at least a fifty percent (50%) interest in the surviving entity or a Trade Sale shall be deemed to be a liquidation for purposes of payment of the Liquidation Preferences and shall entitle the holders of the Preferred Shares to receive in cash, securities or other property (with any non-cash amounts being valued as provided in Article 7(c)(iv)) in the amounts specified in Article 7(c)(i) and (ii).
	(iv)		Subject to the following provisions of this Article 7(c)(iv), the value of any assets, securities or other property (other than cash) to be received by the Members pursuant to Articles 7(c)(i), 7(c)(ii) and/or 7(c)(iii), shall be equal to the fair market value thereof, as determined in good faith by the Board, if any (taking into account, if applicable, any restrictions on the free marketability of such assets, securities or other property, arising under applicable securities laws or otherwise, other than restrictions arising solely by virtue of a Member’s status as an Affiliate of the Company or the entity surviving or resulting from a change of control of the Company), except that any securities to be distributed to Members of the Company in any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, or a change of control of the Company, shall be valued as follows.

(A)

The method of valuation of securities not subject to investment letter or other similar restrictions on free marketability shall be as follows:

	(I)		if the securities are then traded on a Recognised Stock Exchange (or a similar national quotation system), then the value shall be deemed to be the average of the closing prices of the securities on such exchange or system over the 30-day period ending three (3) days prior to the distribution;
	(II)		if the securities are then actively traded over-the-counter, then the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the 30-day period ending three (3) days prior to the distribution; and
	(III)		if there is no active public market for the securities, then the value shall be the fair market value thereof, as determined in good faith by the Board.

(B)

The method of valuation of securities subject to investment letter or other restrictions on free marketability shall be to make an appropriate discount from the market value determined as above in subparagraphs (A)(I), (A)(II), or (A)(III) of this Article 7(c)(iv) to reflect the approximate fair market value thereof, as determined in good faith by the Board.

(d)

Conversion of Preferred Shares into Ordinary Shares. The Preferred Shares shall have conversion rights into Ordinary Shares as follows (the “Conversion Rights”):

(i)

Conversion of Series A Preferred Shares into Ordinary Shares:

(A)

Each Series A Preferred Share shall be convertible, at the option of the holder thereof, at any time, into such number of fully paid Ordinary Shares

			as is determined by dividing the Original Series A Conversion Price applicable to such Series A Preferred Shares by the Series A Conversion Price in effect at the time of conversion. The initial Series A Conversion Rate for each Series A Preferred Share shall be 1.00 and the Series A Conversion Price shall be subject to adjustment as described below.
	(B)		Each Series A Preferred Share shall automatically convert (or if automatic conversion is not legally possible, then each holder thereof shall request the conversion of its Series A Preferred Shares) into such number of fully paid Ordinary Shares as is determined by the Series A Conversion Rate applicable to the Series A Preferred Shares at the time, (i) immediately prior to the consummation of a Qualified IPO, (ii) on the date upon which the Company obtains the consent of the holders of at least eighty-five percent (85%) of the then outstanding Series A Preferred Shares, voting as a single class, or (iii) forty-eight (48) months after the date of the completion of the Company’s initial Series A Preferred Shares financing.

(ii)

Conversion of Series B Preferred Shares into Ordinary Shares:

	(A)		Each Series B Preferred Share shall be convertible, at the option of the holder thereof, at any time, into such number of fully paid Ordinary Shares as is determined by dividing the Original Series B Conversion Price applicable to such Series B Preferred Shares by the Series B Conversion Price in effect at the time of conversion. The initial Series B Conversion Rate for each Series B Preferred Share shall be 0.5 and the Series B Conversion Price shall be subject to adjustment as described below.
	(B)		Each Series B Preferred Share shall automatically convert (or if automatic conversion is not legally possible, then each holder thereof shall request the conversion of its Series B Preferred Shares) into such number of fully paid Ordinary Shares as is determined by the Series B Conversion Rate applicable to the Series B Preferred Shares at the time, (i) immediately prior to the consummation of a Qualified IPO, (ii) on the date upon which the Company obtains the consent of the holders of at least eighty-five percent (85%) of the then outstanding Series B Preferred Shares, voting as a single class, or (iii) forty-eight (48) months after the date of the completion of the Company’s initial Series A Preferred Shares financing.

(iii)

Before any holder of Preferred Shares shall be entitled to convert the same into Ordinary Shares and to receive a certificate or certificates therefor, such holder shall deliver one or more share transfer certificates duly executed by it together with any share certificate(s) representing the Preferred Shares to be converted, at the office of the Company or of any transfer agent for the Preferred Shares, and shall give written notice to the Company at such office that such holder elects to convert the same; provided, however, that in the event of an automatic conversion pursuant to Article 7(d) (i)(B) or Article 7(d)(ii)(B), the outstanding Preferred Shares shall be converted automatically without any further action by the holders of such shares and whether or not duly executed share transfer certificate(s) are delivered or the certificate(s) representing such shares are surrendered to the Company or its transfer agent; and provided, further, that the Company shall not be obligated to issue certificate(s) evidencing Ordinary Shares issuable upon such automatic conversion unless the duly executed share transfer certificate(s) and share certificate(s) evidencing such Preferred Shares are either delivered to the Company or its transfer agent as provided above, or the holder notifies the Company or its transfer agent that such share certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such lost, stolen or destroyed share certificate(s). The Company shall, as soon as

			practicable after such delivery, or after execution of such agreement in the case of lost, stolen or destroyed certificate(s), issue and deliver at such office to such holder of the Preferred Shares, a certificate or certificates for the number of Ordinary Shares to which the holder shall be entitled and a check or a wire transfer payable to the holder in the amount of any cash amounts payable as the result of a conversion into fractional Ordinary Shares. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such delivery of the share transfer certificates or such surrender of the Preferred Shares to be converted, or in the case of automatic conversion, on the date of closing of the Qualified IPO, on the date of consent of the holders of 85% of the then outstanding Series A Preferred Shares or the then outstanding Series B Preferred Shares, voting as a single class, or on the date falling forty-eight (48) months after the date of the completion of the Company’s initial Series A Preferred Shares financing, and the Person or Persons entitled to receive the Ordinary Shares issuable upon such conversion shall be treated for all purposes as the record holder or holders of the Ordinary Shares on such date.
	(iv)		No fractional Ordinary Shares shall be issued upon conversion of Preferred Shares. In lieu of any fractional shares to which the holder of any Preferred Shares would otherwise be entitled, the Company shall pay cash to such holder equal to such fraction multiplied by the fair market value of one such Preferred Share as determined in good faith by the Board. Whether or not fractional shares are issuable upon such conversion shall be determined on the basis of the total number of Preferred Shares of each holder at the time converting into Ordinary Shares and the aggregate number of Ordinary Shares issuable upon such conversion.
	(v)		The Conversion Price shall be subject to adjustment from time to time as follows:

	(A)		If the Company at any time sells or issues (or, pursuant to this Article 7(d)(v), is deemed to have issued) any unissued Ordinary Shares or preferred shares or other Shares, warrants, options or other rights to purchase or otherwise acquire Shares (on an as converted basis) of the Company or securities convertible into or exchangeable for additional Shares of the Company, other than Excluded Shares (collectively, the “Additional Securities”), for a consideration per share less than the Series A Conversion Price then in effect, such Series A Conversion Price shall be reduced, concurrently with such issue, to a price (calculated to the nearest cent) determined by multiplying such Series A Conversion Price in effect on the date of and immediately prior to such issue by a fraction, (1) the numerator of which shall be the sum of (A) the number of Ordinary Shares issued and outstanding immediately prior to such issue, (B) the number of Ordinary Shares issuable upon conversion of all Series A Preferred Shares issued and outstanding immediately prior to such issue, (C) the number of Ordinary Shares issuable upon conversion or exercise of convertible securities (other than the Series A Preferred Shares), options, and warrants outstanding immediately prior to such issue (collectively, with (A) and (B), the “Ordinary Shares Equivalents”), and (D) the number of Ordinary Shares which the aggregate consideration received by the Company for the total number of Additional Securities so issued would purchase at the Series A Conversion Price in effect on the date of and immediately prior to such issue; and (2) the denominator of which shall be the sum of (A) the Ordinary Shares Equivalents, and (B) the number of such Additional Securities so issued.
	(B)		If the Company at any time sells or issues any Additional Securities, for a consideration per share less than the Series B Conversion Price then in effect, such Series B Conversion Price shall be reduced, concurrently with

			such issue, to a price (calculated to the nearest cent) determined by multiplying such Series B Conversion Price in effect on the date of and immediately prior to such issue by a fraction, (1) the numerator of which shall be the sum of (A) the Ordinary Share Equivalents issued and outstanding or issuable (other than the Series B Preferred Shares) and (B) the number of Ordinary Shares which the aggregate consideration received by the Company for the total number of Additional Securities so issued would purchase at the Series B Conversion Price in effect on the date of and immediately prior to such issue; and (2) the denominator of which shall be the sum of (A) the Ordinary Shares Equivalents, and (B) the number of such Additional Securities so issued.
	(C)		For the purposes of any adjustment of any Conversion Price pursuant to this Article 7(d)(v), the consideration received by the Company for the issue of any Additional Securities shall be determined as follows:

	(I)		In the case of the issuance of Ordinary Shares for cash, the consideration shall be deemed to be the amount of cash paid therefor after deducting any offering discounts, commissions, compensation or expenses paid or incurred by the Company in connection with the issuance and sale thereof.
	(II)		In the case of the issuance of Ordinary Shares for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board.
	(III)		In the case of the issuance of (i) options to purchase or rights to subscribe for or purchase Ordinary Shares (other than Excluded Shares), (ii) securities by their terms convertible into or exchangeable for Ordinary Shares (other than Excluded Shares), or (iii) options to purchase or rights to subscribe for or purchase such convertible or exchangeable securities:

	(a)		the aggregate maximum number of Ordinary Shares issuable upon exercise of such options to purchase or rights to subscribe for Ordinary Shares shall be deemed to have been issued at the time such options or rights were issued and for a consideration equal to the consideration, if any, received or to be received by the Company upon the issuance of such options or rights plus the additional minimum consideration, if any, received or to be received by the Company for the exercise of such options or rights for the Ordinary Shares covered thereby;
	(b)		the aggregate maximum number of Ordinary Shares deliverable upon conversion of or in exchange for any such convertible or exchangeable securities, or upon the exercise of options to purchase or rights to subscribe for such convertible or exchangeable securities and subsequent conversion or exchange thereof, shall be deemed to have been issued at the time such securities were issued or such options or rights were issued and for a consideration equal to the consideration, if any, received or to be received by the Company for any such securities and related options or rights (excluding any cash received

on account of accrued interest or accrued dividends), plus the additional minimum consideration, if any, received or to be received by the Company upon the conversion or exchange of such securities or the exercise of any related options or rights.

	(c)		on any change in the number of Ordinary Shares deliverable upon exercise of any such options or rights, or conversion of or exchange for such convertible or exchangeable securities, or on any change in the minimum consideration for such options, rights or securities, other than a change resulting from the antidilution provisions of such options, rights or securities, then, upon such change becoming effective, such Conversion Price shall forthwith be readjusted to such Conversion Price as would have been obtained had such change been in effect upon the original issuance of such options, rights or securities; and
	(d)		on the expiration of any such options or rights, the termination of any such rights to convert or exchange, or the expiration of any options or rights related to such convertible or exchangeable securities, or upon any redemption or repurchase of any such options, rights or securities, such Conversion Price shall forthwith be readjusted to such Conversion Price as would have been obtained had the adjustment made upon the issuance of such options, rights, convertible or exchangeable securities, or options or rights related to such convertible or exchangeable securities, as the case may be, been made upon the basis of the issuance of only the number of Ordinary Shares actually issued upon the exercise of such options or rights, upon the conversion or exchange of such convertible or exchangeable securities, or upon the exercise of the options or rights related to such convertible or exchangeable securities, as the case may be.

	(G)		Subject to the provisions of Article 7(c), at any time, if there shall occur any reorganization, recapitalization or any reclassification of the Shares (other than as a result of a share dividend or subdivision, split-up or combination of shares as provided above), or the consolidation or merger of the Company with or into another Person (other than a consolidation or merger in which the Company is the continuing entity and which does not result in any change in the Ordinary Shares), the Preferred Shares shall, after such reorganization, recapitalization, reclassification, consolidation or merger, be convertible (in lieu of the Ordinary Shares) into the kind and number of shares or other securities or property of the Company or otherwise to which such holder would have been entitled if immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger, such holder had converted its Preferred Shares into Ordinary Shares. The provisions of this Article shall similarly apply to successive reorganizations, recapitalizations, reclassifications, consolidations or mergers.
	(H)		In the event that the Company at any time shall declare a cash dividend upon its Ordinary Shares payable otherwise than out of retained earnings or shall distribute to holders of its Ordinary Shares share capital (other than Ordinary Shares), shares or other securities of other Persons, evidences of indebtedness issued by the Company or other Persons, assets (excluding cash dividends) or options or rights (excluding options to purchase and rights to subscribe for Ordinary Shares or other securities of the Company convertible into or exchangeable for Ordinary Shares), then, in each such event, the holders of the Preferred Shares shall, concurrent with the distribution to holders of the Ordinary Shares, receive a like distribution based upon the number of Ordinary Shares into which the Preferred Shares are then convertible.
	(I)		All calculations under this Article 7(d)(v) shall be made to the nearest cent or to the nearest one hundredth (1/100) of a share, as the case may be.

	(vi)		No adjustment in a Conversion Price need be made if such adjustment would result in a change in such Conversion Price of less than US$0.01. Any adjustment of less than US$0.01 which is not made shall be carried forward and shall be made at the time of and together with any subsequent adjustment which, on a cumulative basis, amounts to an adjustment of US$0.01 or more in a Conversion Price.
	(vii)		The Company will not through any reorganization, recapitalization, reclassification, transfer of assets, consolidation, merger, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but shall at all times in good faith assist in the carrying out of all the provisions of this Article 7(d) and in the taking of all such action as may be necessary or appropriate in order to protect the Conversion Rights of the holders of the Preferred Shares against impairment. This provision shall not restrict the Company’s right to amend these provisions with the requisite Member consent in accordance with these Articles.
	(viii)		Upon the occurrence of each adjustment or readjustment of the Series A Conversion Rate or the Series B Conversion Rate pursuant to this Article 7(d), the Company at its expense shall promptly compute such adjustment or readjustment in accordance with the terms hereof and prepare and furnish to each affected holder of Preferred Shares a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. The Company shall, upon written request of

			any holder of Preferred Shares furnish or cause to be furnished to such holder a like certificate setting forth (i) all such adjustments and readjustments, (ii) the Series A Conversion Rates or Series B Conversion Rates applicable to each Preferred Share at the time in effect, and (iii) the number of Ordinary Shares and the amount, if any, of other property which at the time would be received upon the conversion of such holder’s Preferred Shares.
	(ix)		The Company shall at all times reserve and keep available out of its authorized but unissued Ordinary Shares solely for the purpose of effecting the conversion of the Preferred Shares such number of its Ordinary Shares as shall from time to time be sufficient to effect the conversion of all outstanding Preferred Shares; and if at any time the number of authorized but unissued Ordinary Shares shall not be sufficient to effect the conversion of all then outstanding Preferred Shares, the Company will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued Ordinary Shares to such number of shares as shall be sufficient for such purpose.
	(x)		No Preferred Shares that have been converted into Ordinary Shares after the original issuance thereof shall ever again be reissued and all such shares so converted shall upon such conversion cease to be a part of the authorized but unissued shares of the Company.

ORDINARY SHARES

8.

The Ordinary Shares shall have the following rights:

	(a)		Voting Rights. Each holder of Ordinary Shares (in person or by telephone or by proxy or corporate representative) shall have the right to one vote on a show of hands and the holder of each Ordinary Share shall have the right to one vote on a poll for each Ordinary Share held, and shall be entitled to notice of any general meeting in accordance with these Articles, and shall be entitled to vote upon such matters and in such manner as may be provided for in these Articles.
	(b)		Dividends. Subject to Article 7(b), the holders of the Ordinary Shares shall, subject to the Statute and these Articles, be entitled to receive, when, as and if declared by the Directors, out of any assets of the Company legally available therefor, such dividends as may be declared from time to time by the Directors in accordance with Article 7(b).
	(c)		Liquidation. In the event of any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, the assets of the Company shall be distributed as provided in Article 7(c).

REGISTER OF MEMBERS

9.

The Company shall maintain a register of its Members and every person whose name is entered as a Member in the register of Members shall be entitled without payment to receive within two (2) months after allotment or lodgement of transfer (or within such other period as the conditions of issue shall provide) one certificate for all his shares or several certificates each for one or more of his shares upon payment of fifty cents (US$0.50) for every certificate after the first or such less sum as the Directors shall from time to time determine, provided that in respect of a share or shares held jointly by several persons the Company shall not be bound to issue more than one certificate and delivery of a certificate for a share to one of the several joint holders shall be sufficient delivery to all such holders.

TRANSFER OF SHARES

10.

Restrictions on Transferability.

(a)

Transfer Restrictions.

	(i)		No Member may Transfer any Shares held by such Member except in accordance with the provisions of these Articles.
	(ii)		Prior to the date falling one (1) year after the completion of the initial Series A financing, no Member shall Transfer any of its Shares; provided, however, that:

	(A)		TPG and its Affiliates may Transfer Shares to one (1) or more limited partners of TPG Star, L.P. or its Affiliates for a minimum of US$10,000,000 per Person, so long as, after giving effect to all such Transfers, TPG and its Affiliates hold Shares having a Shareholding Percentage of at least six percent (6%),
	(B)		Harmony may Transfer Shares to one (1) or more of its Affiliates for a minimum of US$10,000,000 per Person; and
	(C)		Any Transfer effected by any Member in accordance with the Article 10 (b), (c) and (e) of these Articles, Clause 7 of the TPG SPA, or Clause 4 of the Sino Link SPA shall be permitted.

	(iii)		On and after the date falling one (1) year after the Shareholding Effective Date, no Member or any Affiliate of such Member shall Transfer any of its Shares; provided, however, that subject to Clause 14.3 of the Shareholders’ Agreement, any Transfer effected by any Member in accordance with the Article 10 (b), (c) and (e) of these Articles, Clause 7 of the TPG SPA, or Clause 4 of the Sino Link SPA shall be permitted.
	(iv)		At any time but subject to Clause 14.3 of the Shareholders’ Agreement, FEEL may Transfer (i) Shares having an aggregate Shareholding Percentage of up to five percent (5%) to persons who are bona fide directors, officers or employees of the Company or MIE as of the date hereof, but any such Transfer of Shares to any one director, officer or employee shall not result in any one such transferee holding an aggregate Shareholding Percentage exceeding two percent (2%).

(b)

Right of First Refusal.

	(i)		Except for a Transfer in accordance with Article 10(a)(ii), (iii) or (iv), 10(c) or 10(e) of these Articles, Clause 7 of the TPG SPA or Clause 4 of the Sino Link SPA if at any time, any Member (the “Offering Member”) desires to Transfer all or part of its Shares (the “Offered Shares”) to a Prospective Transferee, the other Members (the “Non-Offering Members”) shall have the right of first refusal to purchase the Offered Shares upon the terms and subject to the conditions hereinafter provided. Prior to any Proposed Transfer of Offered Shares, the Offering Member shall deliver to each Non-Offering Member (with a copy to the Company) a written irrevocable bona fide offer to sell the Offered Shares to the Non-Offering Members stating the number of Shares to be sold, the price and terms thereof (which shall not include any warranties or indemnities (other than capacity and authority) from the transferee) and the identity of the Prospective Transferee (a “Transfer Notice”).
	(ii)		Each Non-Offering Member shall have a period of thirty (30) days after receipt of a Transfer Notice within which to elect to purchase its pro rata share (based on the proportion its Shareholding Percentage bears to the aggregate Shareholding Percentage of all Non-Offering Members) of any or all such Offered Shares on the terms offered to the Prospective Transferee in the Transfer Notice, which election shall be made by an

			irrevocable written notice delivered by each electing Non-Offering Member to the Offering Member (with a copy to the Company and each of the other Non-Offering Members). The last day of such 30-day period is hereinafter referred to as the “Cut-Off Date”. Any new terms, conditions or price offered by the Offering Member to any Non-Offering Member during such 30-day period shall be offered to each Non-Offering Member and shall be set forth in a new Transfer Notice to each such Non-Offering Member, which new Transfer Notice shall trigger a new 30-day period as provided above. Any election to purchase the Offered Shares must be in accordance with the terms of the Transfer Notice then in effect, and otherwise must be unconditional (except that such purchase may be subject to the prior receipt of statutory or regulatory approvals necessary to complete such purchase). Non-Offering Members who elect to purchase the Offered Shares pursuant to this Article 10(b)(ii) are hereinafter referred to individually as an “Electing Offeree” and collectively as the “Electing Offerees”.
	(iii)		If some, but not all, of the Non-Offering Members do not elect to purchase their pro rata share of the Offered Shares by the Cut-Off Date, each of the Electing Offerees shall have the right, exercisable for a period of fifteen (15) days after the Cut-Off Date (the last day of which shall be the “Extended Cut-Off Date”), to purchase all or any portion of the Offered Shares not purchased by the Electing Offerees pursuant to Article 10(b)(ii) pro rata (based on the proportion its Shareholding Percentage bears to the aggregate Shareholding Percentage of the other Electing Offerees).
	(iv)		The consideration for such Offered Shares shall be paid in full in cash, or in such other form as may be agreed between the Offering Member and the Electing Offerees.
	(v)		The completion of each such purchase shall take place on the thirtieth (30th) day after the Cut-Off Date or Extended Cut Off Date (as the case may be), or if such day is not a Business Day, then on the next such Business Day (the “Scheduled Completion Date”). The Scheduled Completion Date may be amended upon the mutual agreement of the Offering Member and the Electing Offerees, and in any case shall be extended to the extent necessary in order to comply with applicable laws and regulations (including obtaining any necessary governmental approvals for the Transfer of such Offered Shares). On or before the relevant Scheduled Completion Date, the Offering Member shall surrender the certificate or certificates representing the Offered Shares to be purchased on such Scheduled Completion Date (or, if such Offering Member alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Company to indemnify the Company against any claim that may be made against the Company on account of the alleged loss, theft or destruction of such certificate) to the Electing Offerees, against payment in full of the consideration for such Offered Shares in accordance with the provisions in this Article 10 (b).
	(vi)		Upon any election of the right to purchase such Offered Shares by an Electing Offeree, the Offering Member and such Electing Offeree shall use their reasonable best efforts to secure any approvals required in connection therewith.
	(vii)		Notwithstanding the foregoing, if the Non-Offering Members have not exercised their right to purchase all the Offered Shares by the end of the Cut-Off Date or the collective Electing Offerees have not offered to purchase all of the Offered Shares by the end of the Extended Cut-Off Date, then the Non-Offering Members shall be deemed to have forfeited any right to purchase such Offered Shares, and the Offering Members shall be free to sell all, but not less than all, of the Offered Shares to the Prospective Transferee substantially on the terms and conditions set forth in the Proposed Transfer Notice not later than the sixtieth (60th) day after the Cut-Off Date or the Extended Cut-Off Date,

as the case may be.

	(viii)		If the Electing Offeree(s) fail(s) to complete the purchase of all of the Offered Shares on the Scheduled Completion Date in accordance with the terms of these Articles and the applicable Transfer Notice and such failure is not remedied within seven (7) days of the Scheduled Completion Date, then the Offering Member may sell all (but not less than all) of the Offered Shares to the Prospective Transferee not later than the sixtieth (60th) day after the Scheduled Completion Date. If the necessary governmental approvals to an Electing Offeree’s purchase of any Offered Shares are not obtained within a reasonable period of time after the end of the 60-day period following the Cut-Off Date or the Extended Cut-Off Date, as the case may be, such Offered Shares must be re-offered to the Non-Offering Members (other than the Electing Offeree) as Offered Shares under this Article 10(b).
	(ix)		Any sale to a Prospective Transferee pursuant to either Article 10(b)(vii) or Article 10(b)(viii) shall be on terms and conditions (including, without limitation, the price per Share) no more favourable to such Prospective Transferee than those set forth in the applicable Transfer Notice received by the Non-Offering Members and the Offering Member must sell all of the Offered Shares and not some only.
	(x)		If all of the Offered Shares are not sold to any Person within the 60-day period specified in Article 10(b)(vii) or Article 10(b)(viii), then the rights of the other Members under this Article 10(b) shall be fully restored and reinstated as if such offer had never been made and the Offering Member must again follow the procedures set forth in this Article 10(b) prior to the sale of any of its Shares to any Person, except for Transfers otherwise permitted by these Articles.

(c)

Tag-Along Rights

	(i)		Except for a Transfer pursuant to Article 10 (a) (ii) (iii) (iv) and 10(e) of these Articles, Clause 7 of the SPA, or Clause 4 of the Sino Link SPA, and subject always to Article 10(b), if at any time FEEL (“Tag-Along Seller”) proposes to Transfer Shares to a Prospective Transferee that, when aggregated with all other Shares Transferred by such Tag-Along Seller and its Affiliates, would result in such Tag-Along Seller owning less than fifty percent (50%) of the then outstanding Shares, such Tag Along Seller shall promptly give written notice to the Company (“Tag-Along Notice”) and each of the other Members at least forty-five (45) days prior to the completion of such Transfer and shall cause the Prospective Transferee to make an offer for all of the Shares of such other Members on the same terms and conditions of the Proposed Transfer (provided that TPG and Sino Link shall only provide customary representations of title and capacity excluding any representations or warranties with respect to the business, assets or liabilities or financial condition of the Company) (the “Tag-Along Offer”), except that the price per Share pursuant to the Tag-Along Offer shall be the Tag-Along Offer Purchase Price. The Tag-Along Notice shall describe in reasonable detail the Proposed Transfer including, without limitation, the class and number of Shares to be sold, the price and terms thereof and the identity of the Prospective Transferee and attach a copy of the Tag-Along Offer. Any subsequent Transfers of Shares by persons other than TPG and Sino Link shall be subject to the same tag-along right under this Article 10(c).
	(ii)		Each non-Transferring Member shall have a period of twenty (20) days after receipt of a Tag-Along Notice within which to accept the Tag-Along Offer, which acceptance shall be made by an irrevocable written notice delivered by each electing non-Transferring Member (each, a “Participant”) to the Tag-Along Seller and the Prospective Transferee (with a copy to the Company and each of the other non-Transferring Members). No holders of Preferred Shares shall be entitled to sell Preferred Shares pursuant to this Article 10(c), but shall be permitted to convert or

			exercise its applicable portion of Preferred Shares for Ordinary Shares concurrently with, and subject to, the consummation of the Proposed Transfer, in which case each of the other Members shall take all such steps necessary to be taken by each of them respectively in order to give effect to such conversion or exercise.
	(iii)		Each Participant shall effect its participation in the Transfer by delivering to the Tag-Along Seller (to hold in trust as agent for such Participant), at least three (3) Business Days prior to the date scheduled for such Transfer as set forth in the Tag-Along Notice, one (1) or more share transfer certificate(s) duly executed by the Participant, together with any share certificates, representing the Shares which such Participant is entitled to Transfer in accordance with Article 10(c)(ii). Such certificate or certificates or other instruments, as applicable, shall be delivered by the Tag-Along Seller to the Proposed Transferee on the date scheduled for such Transfer in consummation of the Transfer pursuant to the terms and conditions specified in the Transfer Notice and such Proposed Transferee shall remit to each such Participant the portion of the sale proceeds to which such Participant is entitled by reason of its participation in such sale. The completion of the Transfer by the Tag-Along Seller and the Transfer by each Participant shall occur simultaneously. The Tag-Along Seller and the Participants shall be responsible for their respective pro rata portions of the aggregate transaction costs and expenses incurred by the Tag-Along Seller and the Participants in connection with such Transfers and the Tag-Along Seller and the Participants shall reimburse the other to the extent required to give effect to such expense allocation. For purposes of this Article 10(c)(iii), “pro rata portion” shall mean for each Participant a fraction, the numerator of which is the number of Shares to be Transferred by such Participant pursuant to this Article 10(c) and the denominator of which is the total number of Shares to be Transferred pursuant to this Article 10(c).
	(iv)		The non-exercise of the rights of any of the non-Transferring Members to participate in one (1) or more Transfers of Shares under this Article 10(c) shall not adversely affect its right to participate in subsequent Transfers of Shares subject to this Article 10(c).
	(v)		The Tag-Along Seller shall not be permitted to Transfer Shares in circumstances where Article 10(c) is applicable unless the sale of Shares by Participants exercising their rights under this Article 10(c) is effected simultaneously, and any attempted Transfer by the Tag-Along Seller in violation hereof shall be null and void.
	(vi)		Notwithstanding anything contained in this Article 10(c) to the contrary, there shall be no liability on the part of the Tag-Along Seller to any other Member in the event no Shares are sold (by any of the Tag-Along Seller or any Participant) to the Proposed Transferee even if the provisions of this Article 10(c) have been triggered.

(d)

Authorization; Effect of Failure to Comply.

	(i)		The Members shall cause the Company to take any and all steps for and on behalf of a transferring Member to give effect to the Transfer of Shares pursuant to this Article 10.
	(ii)		Any Proposed Transfer not made in compliance with the requirements of these Articles shall be null and void ab initio, shall not be recorded on the books of the Company or its transfer agent and shall not be recognized by the Company.
	(iii)		If any Member becomes obligated to sell any Offered Shares to any Exercising Offeree under these Articles and fails to deliver a share transfer certificate duly executed by the Member, together with any share certificates, representing such purchased Offered Shares and Transfer the Offered Shares in accordance with the terms of these Articles, such Exercising Offeree may, at its option, in addition to all other remedies it may have, send to such Member the purchase price for such Offered Shares as is herein specified

and request the Company to redeem and cancel on its books the relevant Shares to be sold and issue the relevant Shares to such Exercising Offeree.

(e)

Exempt Transfers.

(i)

Notwithstanding anything to the contrary herein, the foregoing provisions of this Article 10 shall not apply to a Transfer by a Member of all or part of its Shares to an Affiliate provided, however, that any such Transfer shall be in accordance with each of the following terms:

	(A)		such Member shall provide written notice of such Transfer to each other Member;
	(B)		the transferee to whom the Member is to Transfer the Shares is a Non-Competing Person;
	(C)		such Member shall remain bound by its obligations under the Shareholders’ Agreement; and
	(D)		if any such transferee Affiliate shall cease to be an Affiliate of such Member, any Shares held by such transferee shall be promptly retransferred to such Member or transferred to another of such Member’s Affiliates.

(ii)

Notwithstanding anything to the contrary herein, the provisions of this Article 10 shall not apply to (i) the sale of Shares pursuant to a Qualified IPO or any Transfer after a Qualified IPO; and (ii) the creation of Encumbrance over the Shares pursuant to the CITIC KaWah Facility.

11.		The instrument of transfer of any share shall be in writing and shall be executed by or on behalf of the transferor and the transferor shall be deemed to remain the holder of a share until the name of the transferee is entered in the register in respect thereof.
12.		Subject to Article 10(d)(i), the Directors may in their absolute discretion decline to register any Transfer of shares without assigning any reason therefor. If the Directors refuse to register a Transfer they shall notify the transferee within two (2) months of such refusal.
13.		The registration of Transfers may be suspended at such time and for such periods as the Directors may from time to time determine, provided, always that such registration shall not be suspended for more than forty-five (45) days in any year.
14.		Each Member shall agree to customary market stand-off or lock-up restrictions required by the managing underwriter of the Qualified IPO.

REDEEMABLE SHARES

15.	(a)		Subject to the provisions of the Statute and the Memorandum, shares may be issued on the terms that they are, or at the option of the Company or the holder are, to be redeemed on such terms and in such manner as the Company, before the issue of the shares, may by Special Resolution determine.
	(b)		Subject to the provisions of the Statute and the Memorandum, the Company may purchase its own shares (including fractions of a share), including any redeemable shares, provided that the manner of purchase has first been authorised by the Company in general meeting and may make payment therefor in any manner authorised by the Statute, including out of capital.

CLASS RIGHTS AND VARIATION OF RIGHTS OF SHARES

16.	(a)		Class Rights. Whenever the capital of the Company is divided into different Classes, the rights attached to any such Class may (unless otherwise provided by the terms of issue of the Shares of that Class) only be materially and adversely varied or abrogated with the consent in writing of the holders of not less than a majority of the issued shares of the relevant Class, or with the sanction of a resolution passed at a separate meeting of the holders of the shares of such Class, by a majority of the votes cast at such a meeting, but not otherwise, provided that (i) the rights attached to the Series A Preferred Shares may only be materially and adversely varied or abrogated with the consent in writing of the holders of no less than sixty-six and two-thirds percent (662/3%) of the issued Series A Preferred Shares or with the sanction of a resolution passed at a separate meeting of the holders of the Series A Preferred Shares by sixty-six and two-thirds percent (662/3%) of the votes cast at such meeting; (ii) the rights attached to the Series B Preferred Shares may only be materially and adversely varied or abrogated with the consent in writing of the holders of no less than sixty-six and two-thirds percent (662/3%) of the issued Series B Preferred Shares or with the sanction of a resolution passed at a separate meeting of the holders of the Series B Preferred Shares by sixty-six and two-thirds percent (662/3%) of the votes cast at such meeting. To every such separate meeting all the provisions of these Articles relating to general meetings of the Company or to the proceedings thereat shall, mutatis mutandis, apply, except that the necessary quorum shall be one or more persons at least holding or representing by proxy a majority in nominal or par value amount of the issued shares of the relevant Class (but so that if at any adjourned meeting of such holders a quorum as above defined is not present, those Members who are present shall form a quorum) and that, subject to the terms of issue of the shares of that Class, every Member of the Class shall on a poll have one vote for each share of the Class held by him.
	(b)		For the purposes of convening and holding a meeting pursuant to this Article, the Directors may treat all the Classes or any two or more Classes as forming one Class if they consider that all such Classes would be affected in the same way by the proposals under consideration but in any other case shall treat them as separate Classes.
	(c)		The rights conferred upon the holders of the Preferred Shares shall be deemed to be materially adversely varied or abrogated by the following acts of the Company:

	(i)		any change to the name of the Company;
	(ii)		any amendment to the Memorandum and these Articles or other constitutive documents of the Company, to the extent such amendment would adversely affect the rights already granted to the holders of the Preferred Shares;
	(iii)		any liquidation, winding up, dissolution, receivership, bankruptcy or any like scheme or arrangement of the Company; or
	(iv)		any split, subdivision, conversion, reclassification or modification of any type of outstanding shares or securities of the Company to the extent it would impair or reduce the rights of the holders of Preferred Shares.

COMMISSION ON SALE OF SHARES

17.		The Company may in so far as the Statute from time to time permits pay a commission to any person in consideration of his subscribing or agreeing to subscribe whether absolutely or conditionally for any shares of the Company. Such commissions may be satisfied by the payment of cash or the lodgement of fully or partly paid-up shares or partly in one way and partly in the other. The Company may also on any issue of shares pay such brokerage as may be lawful.
18.		[Reserved].

LIEN ON SHARES

19.		The Company shall have a first and paramount lien and charge on all shares (whether fully paid-up or not) registered in the name of a Member (whether solely or jointly with others) for all debts, liabilities or engagements to or with the Company (whether presently payable or not) by such Member or his estate, either alone or jointly with any other person, whether a Member or not, but the Directors may at any time declare any share to be wholly or in part exempt from the provisions of this Article. The registration of a Transfer of any such share shall operate as a waiver of the Company’s lien (if any) thereon. The Company’s lien (if any) on a share shall extend to all dividends or other monies payable in respect thereof.
20.		The Company may sell, in such manner as the Directors think fit, any shares on which the Company has a lien, but no sale shall be made unless a sum in respect of which the lien exists is presently payable, nor until the expiration of fourteen (14) days after a notice in writing stating and demanding payment of such part of the amount in respect of which the lien exists as is presently payable, has been given to the registered holder or holders for the time being of the share, or the person, of which the Company has notice, entitled thereto by reason of his death or bankruptcy.
21.		To give effect to any such sale the Directors may authorise some person to Transfer the shares sold to the purchaser thereof. The purchaser shall be registered as the holder of the shares comprised in any such Transfer, and he shall not be bound to see to the application of the purchase money, nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings in reference to the sale.
22.		The proceeds of such sale shall be received by the Company and applied in payment of such part of the amount in respect of which the lien exists as is presently payable and the residue, if any, shall (subject to a like lien for sums not presently payable as existed upon the shares before the sale) be paid to the person entitled to the shares at the date of the sale.

CALL ON SHARES

23.	(a)		The Directors may from time to time make calls upon the Members in respect of any monies unpaid on their shares (whether on account of the nominal value of the shares or by way of premium or otherwise) and not by the conditions of allotment thereof made payable at fixed terms, provided that no call shall be payable at less than one month from the date fixed for the payment of the last preceding call, and each Member shall (subject to receiving at least fourteen (14) days notice specifying the time or times of payment) pay to the Company at the time or times so specified the amount called on the shares. A call may be revoked or postponed as the Directors may determine. A call may be made payable by installments.
	(b)		A call shall be deemed to have been made at the time when the resolution of the Directors authorising such call was passed.
	(c)		The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.

24.		If a sum called in respect of a share is not paid before or on a day appointed for payment thereof, the persons from whom the sum is due shall pay interest on the sum from the day appointed for payment thereof to the time of actual payment at such rate not exceeding ten per cent (10%) per annum as the Directors may determine, but the Directors shall be at liberty to waive payment of such interest either wholly or in part.
25.		Any sum which by the terms of issue of a share becomes payable on allotment or at any fixed date, whether on account of the nominal value of the share or by way of premium or otherwise, shall for the purposes of these Articles be deemed to be a call duly made, notified and payable on the date on which by the terms of issue the same becomes payable, and in the case of non-payment all the relevant

		provisions of these Articles as to payment of interest forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made and notified.
26.		The Directors may, on the issue of shares, differentiate between the holders as to the amount of calls or interest to be paid and the times of payment.

27.	(a)		The Directors may, if they think fit, receive from any Member willing to advance the same, all or any part of the monies uncalled and unpaid upon any shares held by him, and upon all or any of the monies so advanced may (until the same would but for such advances, become payable) pay interest at such rate not exceeding (unless the Company in general meeting shall otherwise direct) seven per cent per annum, as may be agreed upon between the Directors and the Member paying such sum in advance.
	(b)		No such sum paid in advance of calls shall entitle the Member paying such sum to any portion of a dividend declared in respect of any period prior to the date upon which such sum would, but for such payment, become presently payable.

FORFEITURE OF SHARES

28.	(a)		If a Member fails to pay any call or installment of a call or to make any payment required by the terms of issue on the day appointed for payment thereof, the Directors may, at any time thereafter during such time as any part of the call, installment or payment remains unpaid, give notice requiring payment of so much of the call, installment or payment as is unpaid, together with any interest which may have accrued and all expenses that have been incurred by the Company by reason of such non-payment. Such notice shall name a day (not earlier than the expiration of fourteen (14) days from the date of giving of the notice) on or before which the payment required by the notice is to be made, and shall state that, in the event of non-payment at or before the time appointed the shares in respect of which such notice was given will be liable to be forfeited.
	(b)		If the requirements of any such notice as aforesaid are not complied with, any share in respect of which the notice has been given may at any time thereafter, before the payment required by the notice has been made, be forfeited by a resolution of the Directors to that effect. Such forfeiture shall include all dividends declared in respect of the forfeited share and not actually paid before the forfeiture.
	(c)		A forfeited share may be sold or otherwise disposed of on such terms and in such manner as the Directors think fit and at any time before a sale or disposition the forfeiture may be cancelled on such terms as the Directors think fit.

29.		A person whose shares have been forfeited shall cease to be a Member in respect of the forfeited shares, but shall, notwithstanding, remain liable to pay to the Company all monies which, at the date of forfeiture were payable by him to the Company in respect of the shares together with interest thereon, but his liability shall cease if and when the Company shall have received payment in full of all monies whenever payable in respect of the shares.
30.		A certificate in writing under the hand of one Director or the Secretary of the Company that a share in the Company has been duly forfeited on a date stated in the declaration shall be conclusive evidence of the fact therein stated as against all persons claiming to be entitled to the share. The Company may receive the consideration given for the share on any sale or disposition thereof and may execute a transfer of the share in favour of the person to whom the share is sold or disposed of and he shall thereupon be registered as the holder of the share and shall not be bound to see to the application of the purchase money, if any, nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the share.
31.		The provisions of these Articles as to forfeiture shall apply in the case of non-payment of any sum

which, by the terms of issue of a share, becomes payable at a fixed time, whether on account of the nominal value of the share or by way of premium as if the same had been payable by virtue of a call duly made and notified.

REGISTRATION OF EMPOWERING INSTRUMENTS

32.

The Company shall be entitled to charge a fee not exceeding one dollar (US$1.00) on the registration of every probate, letters of administration, certificate of death or marriage, power of attorney, notice in lieu of distringas, or other instrument.

TRANSMISSION OF SHARES

33.

In case of the death of a Member, the survivor or survivors where the deceased was a joint holder, and the legal personal representatives of the deceased where he was a sole holder, shall be the only persons recognised by the Company as having any title to his interest in the shares, but nothing herein contained shall release the estate of any such deceased holder from any liability in respect of any shares which had been held by him solely or jointly with other persons.

34.	(a)		Any person becoming entitled to a share in consequence of the death or bankruptcy or liquidation or dissolution of a Member (or in any other way than by transfer) may, upon such evidence being produced as may from time to time be required by the Directors and subject as hereinafter provided, elect either to be registered himself as holder of the share or to make such transfer of the share to such other person nominated by him as the deceased or bankrupt person could have made and to have such person registered as the transferee thereof, but the Directors shall, in either case, have the same right to decline or suspend registration as they would have had in the case of a transfer of the share by that Member before his death or bankruptcy as the case may be.
	(b)		If the person so becoming entitled shall elect to be registered himself as holder he shall deliver or send to the Company a notice in writing signed by him stating that he so elects.

35.

A person becoming entitled to a share by reason of the death or bankruptcy or liquidation or dissolution of the holder (or in any other case than by transfer) shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the share, except that he shall not, before being registered as a Member in respect of the share, be entitled in respect of it to exercise any right conferred by membership in relation to meetings of the Company provided however that the Directors may at any time give notice requiring any such person to elect either to be registered himself or to transfer the share and if the notice is not complied with within ninety days the Directors may thereafter withhold payment of all dividends, bonuses or other monies payable in respect of the share until the requirements of the notice have been complied with.

AMENDMENT OF MEMORANDUM, CHANGE OF LOCATION OF REGISTERED
OFFICE & ALTERATION OF CAPITAL

36.

(a)

Subject to and in so far as permitted by the provisions of the Statute and these Articles, the Company may from time to time by ordinary resolution:

	(i)		increase the share capital by such sum to be divided into shares of such amount or without nominal or par value as the resolution shall prescribe and with such rights, priorities and privileges annexed thereto, as the Company in general meeting may determine.
	(ii)		consolidate and divide all or any of its share capital into shares of larger amount than its existing shares;
	(iii)		by subdivision of its existing shares or any of them divide the whole or any part of its share capital into shares of smaller amount than is fixed by the Memorandum or into

			shares without nominal or par value;
	(iv)		cancel any shares which at the date of the passing of the resolution have not been taken or agreed to be taken by any person.

	(b)		All new shares created hereunder shall be subject to the same provisions with reference to the payment of calls, liens, transfer, transmission, forfeiture and otherwise as the shares in the original share capital.
	(c)		Without prejudice to Article 16 hereof and subject to the provisions of the Statute, the Company may by Special Resolution reduce its share capital and any capital redemption reserve fund.
	(d)		Subject to the provisions of the Statute and Article 16, the Company may by Special Resolution: liquidate, wind up, dissolve, enter into receivership or declare bankruptcy or any like scheme or arrangement.

CLOSING REGISTER OF MEMBERS OR FIXING RECORD DATE

37.		For the purpose of determining Members entitled to notice of or to vote at any meeting of Members or any adjournment thereof, or Members entitled to receive payment of any dividend, or in order to make a determination of Members for any other proper purpose, the Directors of the Company may provide that the register of Members shall be closed for transfers for a stated period but not to exceed in any case forty (40) days. If the register of Members shall be so closed for the purpose of determining Members entitled to notice of or to vote at a meeting of Members such register shall be so closed for at least ten days immediately preceding such meeting and the record date for such determination shall be the date of the closure of the register of Members.
38.		In lieu of or apart from closing the register of Members, the Directors may fix in advance a date as the record date for any such determination of Members entitled to notice of or to vote at a meeting of the Members and for the purpose of determining the Members entitled to receive payment of any dividend the Directors may, at or within ninety (90) days prior to the date of declaration of such dividend fix a subsequent date as the record date for such determination.
39.		If the register of Members is not so closed and no record date is fixed for the determination of Members entitled to notice of or to vote at a meeting of Members or Members entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of Members. When a determination of Members entitled to vote at any meeting of Members has been made as provided in this Article, such determination shall apply to any adjournment thereof.

GENERAL MEETING

40.	(a)		Annual General Meeting. Subject to paragraph (c) hereof, a general meeting of the Members (the “Annual General Meeting”) shall be held within one (1) year of incorporation of the Company and thereafter, once in every calendar year and not later than fifteen (15) months after the holding of the last preceding Annual General Meeting. The Annual General Meeting shall be held at such time and place as the Directors shall specify in the notice. At these meetings the report of the Directors (if any) shall be presented.
	(b)		Extraordinary Meeting. Extraordinary meetings of the Members shall be held upon the request of the Chairman, the TPG Director or any two Directors (or as otherwise required pursuant to the provisions of the Statute) upon at least fourteen (14) days written notice (containing the agenda, date, time and place of the meeting) to all Members and shall be held at such time and place designated in such notice, with attendance in person or by telephone or by proxy or corporate representative; provided, however, that, subject to applicable law, such fourteen (14)

			day notice requirement may be waived by Members having an aggregate Shareholding Percentage of not less than ninety percent (90%) in a particular case. Any notice period referred to above shall exclude both the day on which the notice is served or deemed to be served and the day for which the notice is given.
	(c)		If the Company is exempted as defined in the Statute, it may but shall not be obliged to hold an annual general meeting.
41.	(a)		The Directors may whenever they think fit, and they shall on the requisition of Members of the Company holding at the date of the deposit of the requisition not less than one-tenth of such of the paid-up capital of the Company as at the date of the deposit carries the right of voting at general meetings of the Company, proceed to convene a general meeting of the Company.
	(b)		The requisition must state the objects of the meeting and must be signed by the requisitionists and deposited at the registered office of the Company and may consist of several documents in like form each signed by one or more requisitionists.
	(c)		If the Directors do not within twenty-one (21) days from the date of the deposit of the requisition duly proceed to convene a general meeting, the requisitionists, or any of them representing more than one-half of the total voting rights of all of them, may themselves convene a general meeting, but any meeting so convened shall not be held after the expiration of three months after the expiration of the said twenty-one (21) days.
	(d)		A general meeting convened as aforesaid by requisitionists shall be convened in the same manner as nearly as possible as that in which general meetings are to be convened by Directors.

NOTICE OF MEETINGS OF THE MEMBERS

42.

General Meeting. At least five (5) days’ notice shall be given of an Annual General Meeting or any other general meeting. Every notice shall be exclusive of the day on which it is given or deemed to be given and of the day for which it is given and shall specify the place, the day and the hour of the meeting and the general nature of the business and shall be given in manner hereinafter mentioned or in such other manner if any as may be prescribed by the Company provided that a general meeting of the Company shall, whether or not the notice specified in this regulation has been given and whether or not the provisions of Article 41 have been complied with, be deemed to have been duly convened if it is so agreed:

	(a)		in the case of a general meeting called as an Annual General Meeting by all the Members entitled to attend and vote thereat or their proxies; and
	(b)		in the case of any other general meeting by a majority in number of the Members having a right to attend and vote at the meeting, being a majority in nominal value or in the case of shares without nominal or par value a majority of the shares in issue, or their proxies.

43.		[Reserved].
44.		The accidental omission to give notice of a general meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings of that meeting.

PROCEEDINGS AT GENERAL MEETINGS

45.

No business shall be transacted at any general meeting unless a quorum of Members is present at the time when the meeting proceeds to business. The quorum for any meeting of the Members shall be Members whose aggregate Shareholding Percentage is not less than sixty-six and two-thirds percent (662/3%) of the Shares entitled to vote present personally or by duly appointed proxy, attorney or representative, provided, however, that for the general meeting to be validly convened, TPG shall be

		present or represented. If within half an hour of the time appointed for the meeting no quorum is present, the meeting shall be adjourned to the same day one (1) week later at the same time and place or to such other day or time as the Chairman may designate upon at least five (5) days’ written notice to all of the Members. If at the adjourned meeting no quorum is present within half an hour from the time appointed for the meeting, Members whose Shareholding Percentage is not less than sixty-six and two-thirds percent (662/3%) of the Shares entitled to vote present or represented at such meeting shall constitute a quorum; provided, however, that no action or decision shall be taken on any matter not specified in the agenda of the meeting when it was first called.
46.		Except as otherwise required by applicable law, a resolution (including a Special Resolution) in writing (circulated to all the Members) approved and signed by all the Members shall be valid and effectual as if it had been a resolution passed at a general meeting of the Members duly convened and held.
47.		A person may participate at a general meeting by conference telephone or other communications equipment by means of which all the persons participating in the meeting can communicate with each other. Participation by a person in a general meeting in this manner is treated as presence in person at that meeting.
48.		The Chairman for the time being shall also preside as chairman at any general meeting.
49.		If the Chairman is absent at any general meeting, a Director shall act as the chairman.
50.		The Chairman may, with the consent of any general meeting duly constituted hereunder, 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 general meeting is adjourned for thirty (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 general meeting.
51.		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, before or on the declaration of the result of the show of hands, demanded by the Chairman or any other Member present in person or by telephone or by proxy or corporate representative.
52.		Unless a poll be so demanded a declaration by the Chairman 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 Company’s Minute Book containing the Minutes of the proceedings of the meeting shall be conclusive evidence of that fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.
53.		The demand for a poll may be withdrawn.
54.		Except as provided in Article 56, if a poll is duly demanded it shall be taken in such manner as the Chairman directs and the result of the poll shall be deemed to be the resolution of the general meeting at which the poll was demanded.
55.		In no event, whether on a show of hands or on a poll, shall the Chairman of the general meeting at which the show of hands takes place or at which the poll is demanded be entitled to a second or casting vote.
56.		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 general meeting directs and any business other than that upon which a poll has been demanded or is contingent thereon may be proceeded with pending the taking of the poll.

VOTES OF MEMBERS

57.		Subject to any rights or restrictions for the time being attached to any class or classes of shares, on a show of hands every Member of record present in person or by telephone or by proxy or corporate representative at a general meeting shall have one vote and on a poll every Member of record present in person or by telephone or by proxy or corporate representative shall have one vote for each share registered in his name in the register of Members.
58.		In the case of joint holders of record the vote of the senior who tenders a vote, whether in person or by telephone or by proxy or corporate representative, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of Members.
59.		A Member of unsound mind, or in respect of whom an order has been made by any court, having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his committee, receiver, curator bonis, or other person in the nature of a committee, receiver or curator bonis appointed by that court, and any such committee, receiver, curator bonis or other persons may vote by proxy.
60.		No Member shall be entitled to vote at any general meeting unless he is registered as a Member of the Company on the record date for such meeting nor unless all calls or other sums presently payable by him in respect of shares in the Company have been paid.
61.		No objection shall be raised to the qualification of any voter except at the general meeting or adjourned general meeting at which the vote objected to is given or tendered and every vote not disallowed at such general meeting shall be valid for all purposes. Any such objection made in due time shall be referred to the Chairman of the general meeting whose decision shall be final and conclusive.
62.		On a poll or on a show of hands votes may be given either personally or by proxy.

MEMBER APPROVAL

63.	(a)		Except as required by applicable law, any action by the Members at any general meeting or extraordinary meeting shall require the approval of Members having an aggregate Shareholding Percentage of more than fifty percent (50%) present and voting at a validly held meeting, and all Special Resolutions by the Members shall require the approval of Members having an aggregate Shareholding Percentage of more than sixty-six and two-thirds percent (662/3%) present and voting at a validly held meeting; provided however, that a Special Resolution for the approval of any Reserved Matter at a duly convened meeting shall also require that any Shares held and represented at the requisite meeting by TPG be voted in favor of such matter or abstained, for so long as there is a TPG Director.
	(b)		In the event that a resolution of the Members at a meeting is required pursuant to applicable law in respect of any Reserved Matter, no resolution shall be put forth at any meeting of the Members and no written resolution of the Members shall be passed in respect thereof unless such matter has been approved by the Board in accordance with Article 98(c).

PROXIES

64.		The instrument appointing a proxy shall be in writing and shall be executed under the hand of the appointor or of his attorney duly authorised in writing, or, if the appointor is a corporation under the hand of an officer or attorney duly authorised in that behalf. A proxy need not be a Member of the Company.
65.		The instrument appointing a proxy shall be deposited at the registered office of the Company or at such other place as is specified for that purpose in the notice convening the meeting:

	(a)		not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote; or
	(b)		in the case of a poll taken more than 48 hours after it is demanded, be deposited as aforesaid after the poll has been demanded and not less than 24 hours before the time appointed for the taking of the poll; or
	(c)		where the poll is not taken forthwith but is taken not more than 48 hours after it was demanded be delivered at the meeting at which the poll was demanded to the chairman or to the Secretary or to any Director,

		provided that the Directors may in the notice convening the meeting, or in an instrument of proxy sent out by the Company, direct that the instrument appointing a proxy may be deposited (no later than the time for holding the meeting or adjourned meeting) at the registered office of the Company or at such other place as is specified for that purpose in the notice convening the meeting or in any instrument of proxy sent out by the Company. The Chairman may in any event at his discretion direct that an instrument of proxy shall be deemed to have been duly deposited. An instrument of proxy that is not deposited in the manner permitted shall be invalid.
66.		The instrument appointing a proxy may be in any usual or common form and may be expressed to be for a particular meeting or any adjournment thereof or generally until revoked. An instrument appointing a proxy shall be deemed to include the power to demand or join or concur in demanding a poll.
67.		A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed, or the transfer of the share in respect of which the proxy is given provided that no intimation in writing of such death, insanity, revocation or transfer as aforesaid shall have been received by the Company at the registered office before the commencement of the general meeting, or adjourned meeting at which it is sought to use the proxy.
68.		Any corporation which is a Member of record of the Company may in accordance with its constitutional documents or in the absence of such provision by resolution of its Directors or other governing body authorise such person as it thinks fit to act as its representative at any meeting of the Company or of any class of Members of the Company, and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he represents as the corporation could exercise if it were an individual Member of record of the Company.
69.		Shares of its own capital belonging to the Company or held by it in a fiduciary capacity shall not be voted, directly or indirectly, at any meeting and shall not be counted in determining the total number of outstanding shares at any given time.