Membership Rule

1. Name

The name of the organization is "Hong Kong Internet Service Providers Association" ("香 港 互 聯 網 供 應 商 協 會") ( hereinafter called "the Association").

2. Address

The address of the Association is as stated in Appendix A.

3. Objectives

The objectives of the Association are as follows:

3.1 Discussion Forum

To serve as a forum for consideration of issues or topics that may affect the development and deployment of Internet in Hong Kong.

3.2 To Promote Development of Internet Industry

To promote development of Internet infrastructure, fair market competition, and the growth of the Internet industry in Hong Kong.

3.3 Industry Interest

To formulate and promulgate policy in respect of regulatory and governmental issues involving the Internet industry and to represent the Internet industry in its interface with governmental bodies and the public at large.

3.4 Code of Practice

To establish and maintain a Code of Practice for Internet Service Providers (hereinafter called "ISPs") members.

4. Membership

4.1 Categories of members

4.1.1 Members

Any ISP who is a Public Non-Exclusive Telecommunications Services licensee in Hong Kong is eligible to join the Association as a member by initially securing a membership with the Hong Kong Information Technology Federation (hereinafter called "HKITF"), and upon approval of the Executive Committee and payment of the membership fees.

4.1.2 Associate Members

Any Internet related company which has a business registration in Hong Kong is eligible to join the Association as an associate member, and upon approval of the Executive Committee. Associate members will not have voting rights and other terms of Associate membership will be defined by the Executive Council as required.

4.2 Membership Fees

All members of the Association shall pay their membership fees to HKITF in accordance with HKITF's rules and regulations.

4.3 Each member will nominate a representative ("Representative") to represent| and act on behalf of the member in activities of HKISPA.

5. Membership Rights and Obligations

5.1 All members shall observe and comply with the Membership Rules of the Association (hereinafter called "the Membership Rules") and the regulations, rules, and directives issued by the Executive Committee from time to time.

5.2 Any member who wishes to withdraw his membership shall inform the Executive Committee by giving at least thirty (30) days' notice in writing.

5.3 No member shall use the name of the Association in his own personal dealings, or bring or attempt to bring the name of the Association into disrepute.

5.4 All members shall observe and abide by the laws of Hong Kong. The Association shall not be held liable for any member's breach of the laws.

5.5 All members of the Association shall be eligible to become Executive Committee
Members of the Association upon election at the General Meeting.

6. Organization Structure

The supreme authority of the Association shall be vested in the General Meeting, during the recess of which the Executive Committee shall be the executive body.

7. General Meetings

7.1 A General Meeting shall be held once every year within three months prior to the year end of the Association falling on the 31st day of December, and at such time and place as determined by the Executive Committee. All other General Meetings shall be called Extraordinary General Meetings.

7.2 Notice of the General Meetings and Extraordinary General Meetings shall be sent to
all members of the Association at least fourteen (14) days before the Meeting.

7.3 The non-receipt of a notice by any member shall not invalidate the proceedings at any Meeting.

7.4 The quorum of any General Meeting is twenty percent (20%) of the total members of the Association either in person or by proxy. If a quorum is not present at any General Meeting, then the Executive Committee shall give at least fourteen (14) days' written notice of the date, time and place of the adjourned meeting, and if at
the adjourned meeting, a quorum either in person or by proxy is not present within
half an hour of the time appointed for the meeting, the members present shall form a quorum.

7.5 The business of the General Meeting shall be:

• To receive and adopt the Report of the Executive Committee;
• To receive and adopt the Financial Report of the Association for the previous term;
• To elect members of the Executive Committee for the ensuing term of office;
• To confirm the appointment of the Chairman, the Vice Chairman, and the Secretary;
• To discuss any other items on the agenda at the time of the calling of the Meeting.

7.6 Upon receiving a joint written request of at least ten percent (10%) of the members of the Association, the Chairman shall organize an Extraordinary General Meeting. The discussions and resolutions shall be confined only to those points listed in the request. The quorum for the Extraordinary General Meeting is the same as the General Meeting, except that the Meeting shall be closed if a quorum is not present within half an hour from the time appointed for the meeting.

7.7 All matters submitted to a General Meeting, except amendments of the Membership Rules, shall be decided by a simple majority. In the event of equality of votes, the Chairman shall have a casting vote but the Chairman shall abstain from casting its
vote if the matter on which it votes on conflicts with its personal interest and
if this situation arises, the Chairman is required to declare its personal interest at the
start of the Meeting. Upon the abstention of the Chairman, the Vice-Chairman shall
have a casting vote.

8. Executive Committee

8.1 The Executive Committee shall comprise of seven (7) persons elected by the General Meeting. Executive Council members shall serve on the Executive Council in their personal capacity and shall act in the best interests of the Association membership and not the Member organization to which that individual belongs.

8.2 The first Executive Council shall hold office until the first AGM is convened, whereupon 4 of the 7 members of the first Executive Council (to be determined by ballot) shall relinquish office and the Members shall elect 4 succeeding Executive Council members to office in accordance with the membership rules. Upon election, the 4 succeeding Executive Council members shall hold office for 2 years. The remaining 3 members of the first Executive Council shall continue in office until the second Annual General Meeting whereupon their successors shall in like manner be elected and hold office for 2 years.

8.3 The office of any member of the Executive Committee shall become vacant if that member:

• ceases to be a member;
• makes any arrangements or composition with its creditors or has received a Receiver appointed or enters into liquidation (other than a voluntary liquidation for the purpose of reconstruction or amalgamation);
• resigns from his office by giving one (1) month's written notice to the Association;
• is removed by the Association acting in General Meeting;
• commits a criminal offence.

8.4 The function of the Executive Committee shall be:

• to plan, organize and monitor the overall activities of the Association;
• to implement the resolutions passed at the General Meetings and Extraordinary General Meetings;
• to attend to the day to day affairs of the Association including and without limitation, the organization of activities, solicitation and acceptance of sponsorship, appropriation of funds to meet recurrent expenses of the Association;
• to make recommendations to the General Meetings;
• to terminate membership of members should there be a breach of the laws of Hong Kong. Such termination shall only take effect upon approval at the meeting of the Executive Committee.
• To admit new members.

8.5 The Chairman shall:

• act as Chairman of the Executive Committee;
• represent the Association;
• direct the various members of the Executive Committee in their work;
• take overall charge of the Association;
• preside over all Executive Committee meetings and General Meetings;
• present on behalf of the Executive Committee a Report at the General Meetings on the activities of the Association.

8.6 The Vice Chairman shall:

• assist the Chairman in his or her work;
• shall act for the Chairman when he/she is absent or has vacated his/her office.

8.7 The Secretary shall:

• be responsible for the administration of the Association;
• keep an up to date Register of the Members; and
• send notices, prepare agenda (in consultation with the Chairman) and keep minutes of the Executive Committee meetings and the General Meetings.

8.8 Any vacancy of the Executive Committee shall be filled by a re-appointment at the Executive Committee Meetings, General Meetings, or Extraordinary General Meetings.

8.9 Meetings of the Executive Committee shall be held at such times and places as the Chairman may decide and there shall at least be one meeting in each half year. Upon the receipt of a written request signed by at least twenty percent (20%) of the Executive Committee members, the Chairman must call a meeting within two (2) weeks to discuss the matters raised in the request.

8.10 The quorum of the Executive Committee meeting shall consist of fifty (50%) of
the Executive Committee. Resolutions shall be adopted by a simple majority of those present at the meeting. In the event of equality of votes, the Chairman of the Meeting shall have a casting vote but the Chairman shall abstain from casting its vote if the
matter on which it votes on conflicts with its personal interest and if this situation
arises, the Chairman is required to declare its personal interest at the start of the
Meeting. Upon the abstention of the Chairman, the Vice-Chairman shall have a
casting vote.

9. Sub-Committees

9.1 Sub-Committees can be set up from time to time to carry out the objectives of the Association and can be dismissed upon approval of the Executive Committee.

9.2 Sub-Committees shall comprise of members appointed by the Executive Committee and headed by a chairman appointed by the Executive Committee;

9.3 All chairmen of the Sub-Committees shall submit report of their activities to the Executive Committee.

10. Dissolution of the Association

The Association shall be dissolved at the General Meetings or Extraordinary General Meetings upon approval of two thirds (2/3) of all members present either in person or by proxy at the Meetings.

11. Amendment of the Membership Rules

Notices of amendments of the Membership Rules must be sent to all members at least one calendar month before the date of the General Meeting at which such amendments will be considered. Any amendment of the Membership Rules shall require the approval of at least two thirds of the members present at the General Meetings.

12. Applicable Laws

The Membership Rules are construed in accordance with the laws of Hong Kong. Any dispute arising hereof shall be subject to the non-exclusive jurisdiction of the Hong Kong courts.

December, 1997