Emperor Entertainment Hotel : Memorandum of Association and New Bye-Laws

(Incorporated in Bermuda with limited liability)

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Company Limited by Shares

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MEMORANDUM OF ASSOCIATION

AND

NEW BYE-LAWS

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Incorporated on 1 May 1992

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* for identification purpose only

(Note: This copy of the Memorandum of Association has embodied all amendments made to it up to and including the last amendments made on 3 January 2005 and is intended for reference only.)

MEMORANDUM OF ASSOCIATION

OF

EMPEROR ENTERTAINMENT HOTEL LIMITED

(Incorporated in Bermuda with limited liability)

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FORM NO. 2

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BERMUDA

THE COMPANIES ACT 1981

MEMORANDUM OF ASSOCIATION OF

COMPANY LIMITED BY SHARES

(Section 7(1) and (2))

MEMORANDUM OF ASSOCIATION

OF

Empeor Enertainment Hotel Limited

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(hereinafter referred to as "the Company")

1. The liability of the members of the Company is limited to the amount (if any) for the time being unpaid on the shares respectively held by them.
2. We, the undersigned, namely,

NAME	ADDRESS	BERMUDIAN	NATIONALITY	NUMBER OF
		STATUS		SHARES
		(Yes/No)		SUBSCRIBED
Donald H. Malcolm	Clarendon House	No	British	One Share
	2 Church Street
	Hamilton HM 11
	Bermuda.
John M. Sharpe	- ditto -	Yes	British	One Share
Nicolas G. Trollope	- ditto -	Yes	British	One Share

do hereby respectively agree to take such number of shares of the Company as may be allotted to us respectively by the provisional directors of the Company, not exceeding the number of shares for which we have respectively subscribed, and to satisfy such calls as may be made by the directors, provisional directors or promoters of the Company in respect of the shares allotted to us respectively.

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1. The Company is to be an exempted Company as defined by the Companies Act 1981.
2. The Company has power to hold land situated in Bermuda not exceeding in all, including the following parcels -

nil.

1. The Company does not propose to carry on business in Bermuda.
2. The authorised share capital of the Company is HK$200,000,000.00 divided into shares of HK$0.0001 each. The minimum subscribed share capital of the Company is HK$100,000.00.
3. The objects for which the Company is formed and incorporated are :
4. 1. to act and to perform all the functions of a holding company in all its branches and to co-ordinate the policy and administration of any subsidiary company or companies wherever incorporated or carrying on business or of any group of companies of which the Company or any subsidiary company is a member or which are in any manner controlled directly or indirectly by the Company;
   2. to act as an investment company and for that purpose to acquire and hold upon any terms and, either in the name of the Company or that of any nominee, shares, stock, debentures, debenture stock, annuities, notes, mortgages, bonds, obligations and securities, foreign exchange, foreign currency deposits and commodities, issued or guaranteed by any company wherever incorporated or carrying on business, or by any government, sovereign, ruler, commissioners, public body or authority, supreme, municipal, local or otherwise, by original subscription, tender, purchase, exchange, underwriting, participation in syndicates or in any other manner and whether or not fully paid up, and to make payments thereon as called up or in advance of calls or otherwise and to subscribe for the same, whether conditionally or absolutely, and to hold the same with a view to investment, but with the power to vary any investments, and to exercise and enforce all rights and powers conferred by or incident to the ownership thereof, and to invest and deal with the moneys of the Company not immediately required upon such securities and in such manner as may be from time to time determined;

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1. as set out in paragraphs (b) to (n) and (p) to (t) inclusive of the Second Schedule to the Companies Act 1981;
2. to enter into any guarantee, contract of indemnity or suretyship and to assure support or secure with or without consideration or benefit the performance of any obligations of any person or persons and to guarantee the fidelity of individuals filling or about to fill situations of trust or confidence.

8. Powers of the Company :

1. the Company shall, pursuant to Section 42 of the Companies Act 1981, have the power to issue preference shares which are, at the option of the holder, liable to be redeemed;
2. the Company shall, pursuant to Section 42A of the Companies Act 1981, have the power to purchase its own shares;
3. the Company shall have the power to grant pensions, annuities, or other allowances, including allowances on death, to or for the benefit of any directors, officers or employees or former directors, officers or employees of the Company or any company which at any time is or was a subsidiary or a holding company or another subsidiary of a holding company of the Company or otherwise associated with the Company or of any predecessor in business of any of them, and to the relations, connections or dependants of any such persons, and to other persons whose service or services have directly or indirectly been of benefit to the Company or whom the Company considers have any moral claim on the Company or to their relations, connections or dependants, and to establish or support or aid in the establishment or support of any associations, institutions, clubs, schools, building and housing schemes, funds and trusts, and to make payments toward insurance or other arrangements likely to benefit any such persons or otherwise advance the interests of the Company or of its Members, and to subscribe, guarantee or pay money for any purpose likely, directly or indirectly, to further the interests of the Company or of its Members or for any national, charitable, benevolent, educational, religious, social, public, general or useful object.

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