CONSTITUTION
ASIAN LEASING ASSOCIATION
No: 1

On this day, Tuesday, the first of July in the year one thousand nine hundred and ninety seven. In my presence, Haji Parlindungan Lumban Tobing, Sarjana Hukum, notary in Jakarta, with the presence of witnesses whom I know and whose names will be mentioned at the end of this deed.

1. Mr. Albertus Banunaek, Indonesian citizen, entrepreneur, domiciling in Jakarta, Tropic Apartment Suite 909, Jalan S. Parman, Jakarta Barat.

2. Mr. Louis Hanling Siew, Singapore citizen, domiciling in Singapore, HSBC Capital (Asia), Private Limited 6, Scotts Road 06-01 Pacific Plaza, whom for this purpose was in Jakarta.
   
   he individuals are known to me, notary.

The individuals act as mentioned above in this deed to inform the establishment of an organization with the following Constitution:

Preamble

We, equipment lessors from Asia, having resolved at the Sixteenth General Assembly held on 25 April 1997, in Bombay, India to relocate the Secretariat from Singapore to Jakarta hereby dissolves ASIAN LEASING ASSOCIATION which was formed in Singapore in 1984 and establishes a similar association also to be called ASIAN LEASING ASSOCIATION under the laws and regulations of the Republic of Indonesia, to continue further promote close cooperation and mutual understanding among ourselves in order to promote leasing as a medium of finance in Asia which can also contribute significantly to the economic progress of the region, do hereby adopt and promulgate this constitution.

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ARTICLE 1
Name

The name of the organization shall be ASIAN LEASING ASSOCIATION (hereinafter referred to as ASIALEASE).

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ARTICLE 2
Objects

The objectives of ASIALEASE are:

1. To promote leasing as a desirable method of equipment financing in Asia.

2. To promote closer relations, co-operation and mutual understanding among lessors in Asia.

3. To provide the organizational framework for regional co-operation in the study and research on the subject of leasing, especially in the matter of laws and regulations.

4. To promote the exchange and dissemination of information about leasing practices, legislation and regulation.

5. To publish journals or bulletins for the furtherance of the above objectives.

6. To organize conferences, symposia or seminars in furtherance of the above objectives and

7. To co-operate with international, regional, national or other organizations in furtherance of the above objectives.

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ARTICLE 3
Membership

1. The following shall be eligible for membership in ASIALEASE:

1. Institutional Members - any organization or association of lessors in Asia.

2. Individual Members - individual corporations or companies engaged in Leasing in Asia.

3. International Members - individual corporate lessors or association of lessors based outside Asia.

4. Associate Members - professional bodies and business entities with an interest in leasing but which do not fall in any of the above three categories of members.

2. Applications for membership shall be made to and shall be approved by the Governing Council as prescribed by the By-Laws.

3. Pursuant to the resolutions passed at the Sixteenth Assembly of ASIAN LEASING ASSOCIATION which was formed in Singapore and dissolved (the "Singapore AsiaLease"), all members of Singapore AsiaLease shall automatically become members of ASIALEASE subject to this Constitution and By-Laws.

4. The liability of the members of ASIALEASE is limited and none of them shall be held personally liable for any of the obligations and liabilities of ASIALEASE.

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ARTICLE 4
Organization

ASIALEASE shall have the following organizational structure:

1. the Assembly

2. the Governing Council

3. the Secretariat.

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ARTICLE 5
The Assembly

1. The Assembly shall consist of all members of ASIALEASE.

2. The Assembly shall meet in regular session once a year for the election of office bearers, approval of the annual report and other relevant business. The date and venue of each regular session shall be determined during the last preceding session of the Assembly, unless the Governing Council for good cause thereafter changes the said date or venue. No regular session of the Assembly shall be held later than April 30 of each year. In case of emergency requiring action by the Assembly under any of its powers under Article 5.3, the Governing Council may call a special session of the Assembly. In case of special sessions or of regular session where the date or venue is changed by the Governing Council as mentioned above, the minimum period of notice required in Article 7.1 may be reduced from three (3) months two (2) months.

3. The Assembly shall have the following powers:

1. to determine the general policies of ASIALEASE;

2. to elect the officers of ASIALEASE;

3. to make any amendments to this Constitutions;

4. to revoke any By-Laws made by the Governing Council;

5. to fix the venue for the next Assembly; and

6. to exercise such powers as it may deem appropriate and necessary to promote, protect and preserve the interest of ASIALEASE.

4. Each individual, Institutional and International Member of ASIALEASE shall be entitled to attend the session of the Assembly. An Institutional Member shall be entitled to send as many representatives to the Assembly as it has Individual Members on its rolls.

5. There shall be a quorum of the Assembly when at least two-thirds of all member countries are represented.

6. Decisions of the Assembly shall be arrived at by majority vote of member countries present and voting except on amendments to this Constitution which shall be determined by a two-third vote of said member countries. Each member country shall be entitled to one vote; provided, however, that the President shall have a separate vote in the case of a tie. International and Associate Members shall have no vote.

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ARTICLE 6
Governing Council

1. The Governing Council (hereinafter referred to as the "Council") shall be the governing body of ASIALEASE and shall by majority vote have the authority to take any action which the Assembly itself might take, not inconsistent wit the Constitution and By-Laws with any action taken by the Assembly. There shall be a quorum of the Council when a majority of all member countries are represented.

2. The Council shall be composed of two (2) members from each of member countries designated by the member from the said countries from amongst whom shall be elected by the Assembly the President and Vice President in accordance with Article 8. The Secretary-General shall be an ex-officio member of the Council but shall have no vote.

3. The Council shall meet at least once during each calendar year and shall hold such other meetings at such times and places as may be designated by the President of ASIALEASE, or upon request in writing by the majority of the member of the Council or in an emergency by the Secretary-General.

4. The Council may establish sections or committees of ASIALEASE with such jurisdiction and function as the Council may determine.

5. The Council shall have the following powers:

1. to approve the budget and to fix the amount of dues and any special levies;

2. to reimburse expenses incurred by the Secretariat;

3. to make and amend the By-Laws;

4. to determine the agenda at each session of the Assembly and

5. to appoint, and prescribe the duties of such officers, employees and agents of ASIALEASE other tan those to be elected at the Assembly, as it may deem to be desirable. All such other officers, employees and agents as may be appointed shall hold office at the pleasure of the Council.

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ARTICLE 7
Session of the Assembly

1. The notice of each meeting of the Assembly shall be given to the National Committee not less than three (3) months from the date of the session and thereafter the agenda shall be posted at least thirty (30) days prior for the date of the session.

2. For each session of the Assembly there may be a committee appointed by the Council which shall consist of the President of ASIALEASE and not more than four (4) other members to be designated by the Council. This committee shall be responsible for preparing the agenda and other details relating to the session of the Assembly subject to the direction of the Council.

3. No person other than a member of ASIALEASE may address the Assembly or any Committee thereof except upon the permission of the President or Chairman of the meeting or at the invitation of the Council.

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ARTICLE 8
Officers

1. The following officers of ASIALEASE shall be elected by the Assembly once a year at the appropriate annual session:

1. a President

2. a Vice President and Second Representative from each member Country except where the country from where the President comes there shall not be a Vice President, and

3. a Secretary General

2. Nominations for election of the said officers shall be lodged with the Secretariat not less than fourteen (14) days before the date of the appropriate annual session. All nominations shall be in writing and must be signed by the proposed. If only one nomination is received for a position, the person so nominated will be automatically elected at the appropriate annual session and thereafter at the same session, proposals may be made and voted upon for election to fill the remaining offices. Where sufficient nominations are received, the said nominations must be voted upon at the appropriate annual session.

3. Each officer shall serve for a term beginning at the adjournment of the session at which he was elected and ending with the adjournment of the session immediately following the next, provided that in the event of any office not being filled at any session the incumbent shall continue in office until a successor is elected.

4. The President shall act as chairman at all sessions of the Assembly and the Council. He shall be the chief executive officer of ASIALEASE and shall exercise general supervision over all its activities and ensure that the resolutions of the Assembly or the Council are implemented. He shall perform such other duties and functions as the Council and the Assembly may determine or delegate.

5. The Vice President and the Second Representative shall be nominated by the National Committee of his country.

6. The Secretary-General shall be the head of the Secretariat which shall be the headquarters of ASIALEASE and have custody of its seal and records and shall be responsible for the direction of the employees of ASIALEASE. He shall also have custody of the funds of ASIALEASE, maintain collections and disbursements as directed by the Council. He shall attend and keep the minutes of all the session and meetings of the Assembly and the Council. He shall also have such additional powers and duties as may be assigned to him by the Assembly or by the Council.

7. In the event of death, permanent disability or resignation of the President, the Vice President and the Second Representatives of the respective countries or the Secretary General, his country's National Committee shall as soon as possible name a successor for the remainder of the term of the office thus vacated.

8. In the event that the President, the Vice President and the Second Representatives of the respective countries or the Secretary-General resign from or are otherwise no longer in the employ of a member of ASIALEASE, their appointment shall be deemed to be vacated at the time when his resignation as aforesaid took effect or at the time when he left the employ of the said member of ASIALEASE as aforesaid and their country's National Committee shall as soon as possible, name a successor for the remainder of the term of the office thus vacated.

9. The Immediate Past President of ASIALEASE shall be an ex-officio member of the Council and may participate as such in the deliberations of the Council, but shall have no right to vote.

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ARTICLE 9
The Secretariat

The Principle office of ASIALEASE shall be its Secretariat which shall be established and maintained as provided in the By-Laws.

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ARTICLE 10
Finance

1. ASIALEASE shall be financed by dues, special levies to be paid by each member, and such other monies as may be contributed to or raised by it. The amount of the dues and special levies shall be determined and approved by the Council.

2. The funds of ASIALEASE shall be in the custody of the Secretary-General who shall submit to the Council an annual statement of accounts duly audited by external auditors appointed by the Council and confirmed by the Assembly.

3. The financial year of ASIALEASE shall end on the 31st day of December each year.

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ARTICLE 11
Amendments to the Constitution and By-Laws

No alterations or additions to this Constitution and By-Laws authorized under Article 5.6 of the Constitution shall take effect until approved by the relevant governmental authority in Indonesia.

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ARTICLE 12
Dissolution

1. The Association shall not be dissolved, except with the consent of not less than 3 / 5 of the members of ASIALEASE expressed, either in person or by proxy at a general meeting convened for the purpose.

2. In the event of it being dissolved, the funds of ASIALEASE, after payment of all debts and liabilities, shall be distributed in such manner as the majority of the members attending the general meeting of ASIALEASE convened in accordance with Article 12 hereof shall think fit.

3. Notice of dissolution shall be given within such period as is stipulated under the laws of Indonesia to the relevant governmental authority in Indonesia.

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ARTICLE 13
Transitional Provisions

1. Until the Council provided in this Constitution shall have been established, the Governing Council constituted at the Sixteenth general Assembly held in Bombay, India on April 25, 1997 will form the Working Committee of AsiaLease and discharge the functions of the Council.

2. This Constitution adopted at the Sixteenth General Assembly held in Bombay, India shall remain in force until amended the Assembly under Article 5.

From what was mentioned above:

Therefore, This Deed

Is made official in Jakarta, on this day and date as mentioned in the beginning of this deed, witnessed by Mr. Fitiar Wirawan, Sarjana Hukum, Notary Candidate and Suranto, both employees of the notary office and domiciled in Jakarta as witnesses.

Soon after this deed is read by me, notary to all individual present and witnesses, therefore, this deed was signed by the individuals, witnessed by me, notary.

Made with no corrections.
This original deed was signed with perfection.
Given as a copy with the same wordings.

Signed on stamp duty and chopped
Notary in Jakarta


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