|   | NAME                                                                                                                                                                                                                                                                                                                                                                                                        |
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|   |                                                                                                                                                                                                                                                                                                                                                                                                        |
| 1.     | The      name of the Company isCC      Jewelry Co., Ltd                                                                                                                                                                                                                                                                                                                                                     |
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|   | TYPE      OF COMPANY                                                                                                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                        |
| 2.     | The      Company is a company limited by shares.                                                                                                                                                                                                                                                                                                                                                            |
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|   | REGISTERED      OFFICE                                                                                                                                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                        |
| 3.     | The      first Registered Office of the Company is the offices of Mossack Fonseca      & Co. (B.V.I.) Ltd., Akara Building, 24      De Castro Street, Wickhams Cay 1, Road Town, Tortola, British Virgin      Islands, the      office of the first registered agent.                                                                                                                              |
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|   | REGISTERED      AGENT                                                                                                                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                        |
| 4.     | The      first Registered Agent of the Company is Mossack Fonseca & Co.      (B.V.I.) Ltd., Akara Building, 24      De Castro Street, Wickhams Cay 1, Road Town, Tortola, British Virgin      Islands.                                                                                                                                                                                             |
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|   | ISSUED      SHARES                                                                                                                                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                        |
| 5.     | The      maximum number of shares that the Company is authorized to issue is      100,000,000 ordinary shares with a par value of US$0.01    each.                                                                                                                                                                                                                                                          |
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|   | CLASSES,      NUMBER AND PAR VALUE OF SHARES                                                                                                                                                                                                                                                                                                                                                                |
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| 6.     | The      shares issued by the Company shall be made up of one class and one series      of shares, namely ordinary shares and each share may be issued with or      without a par value and any share issued with a par value may be issued in      any currency provided however that where the currency is not specified      upon issue the currency shall be that of the United States of      America. |
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|   | FRACTIONAL      SHARES                                                                                                                                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                        |
| 7.     | The      Company may issue fractions of a share and a fractional share shall have      the same corresponding fractional liabilities, limitations, preferences,      privileges, qualifications, restrictions, rights and other attributes of a      whole share of the same class or series of shares.                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                        |
|   | RIGHTS,      PRIVILEGES, RESTRICTIONS AND CONDITIONS ATTACHING TO  SHARES                                                                                                                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                        |
| 8.     | (1)   All shares      shall have;                                                                                                                                                                                                                                                                                                                                                            |

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|   | (a)   the right to      one vote at a meeting of the members of the Company or on any resolution      of members;                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   | (b)   the right to      an equal share in any distribution by way of dividend paid by the Company;      and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   | (c)   the right to      an equal share in the distribution of the surplus assets of the Company on      its liquidation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   | (2)   The directors      may at their discretion by resolution of directors redeem, purchase or      otherwise acquire, for fair value, all or any of the shares in the Company      subject to the Articles                                                                                                                                                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   | VARIATION      OF CLASS RIGHTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 9.     | If      at any time the issued shares are divided into different classes or series      of shares, the rights attached to any class or series (unless otherwise      provided by the terms of issue of the shares of that class or series) may,      whether or not the Company is being wound up, be varied with the consent      in writing of the holders of not less than three-fourths of the issued      shares of that class or series and of the holders of not less than      three-fourths of the issued shares of any other class or series of shares      which may be affected by such variation. |
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|   | RIGHTS      NOT VARIED BY THE ISSUE OF SHARES PARI PASSU                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
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| 10.    | The      rights conferred upon the holders of the shares of any class issued with      preferred or other rights shall not, unless otherwise expressly provided      by the terms of issue of the shares of that class, be deemed to be varied      by the creation or issue of further shares ranking pari passu      therewith.                                                                                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   | CAPACITY      AND POWERS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 11.    | Subject      to the Act, any other British Virgin Islands legislation and paragraph 12      below the Company has, irrespective of corporate  benefit:                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   | (a)   full capacity      to carry on or undertake any business or activity, do any act or enter      into any transaction;                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   | (b)   for the      purposes of paragraph (a), full rights, powers and privileges;      and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   | (c)   full powers      to issue shares with pre-emptive rights, subject to the      Articles.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   | LIMITATIONS      ON THE COMPANY’S BUSINESS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
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| 12.    | For      the purposes of section 9(4)  of the Act the Company may      not;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   | (a)   carry on      banking or trust business, unless it is licensed to do so under the Banks      and Trust Companies Act, 1990;                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   | (b)   carry on      business as an insurance or reinsurance company, insurance agent or      insurance broker, unless it is licensed under the Insurance Act      1994;                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   | (c)   carry on      business of company management, unless it is licensed under the Company      Management Act, 1990;                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | (d)   carry on the      business of providing the registered office or the registered agent for      companies incorporated in the British Virgin Islands;                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   | (e)   carry on the      business as a mutual fund, manager of mutual funds or administrator of      mutual funds unless it is recognized or licenced as the case may be under      the Mutual Funds Act 1996; or                                                                                                                                                                                                                                                                                                                                                                                |

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|   | (f)   carry on any      other business that gives rise to a licencing requirement under any law      for the time being in force in the British Virgin Islands unless it is      licenced, regulated, recognised or otherwise approved pursuant to such      law.                                                                         |
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|   |                                                                                                                                                                                                                                                                                                                                                     |
|   | REGISTERED      SHARES AND PROHIBITION ON ISSUE OF BEARER SHARES                                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                     |
| 13.    | Shares      in the Company may only be issued as registered shares. The issue of      shares to bearer is prohibited.                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                     |
|   | PROHIBITION      ON EXCHANGE AND CONVERSION OF REGISTERED SHARES TO BEARER      SHARES                                                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                     |
| 14.    | The      exchange or conversion of registered shares to bearer shares is      prohibited.                                                                                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                     |
|   | TRANSFER      OF REGISTERED SHARES                                                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                     |
| 15.    | Shares      in the Company may be transferred, subject to any limitations contained in      the Articles.                                                                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                     |
| 15A.   | In      the case of uncertificated shares, and subject to the Act, a shareholder      shall be entitled to transfer his shares and other securities by means of      a relevant system and the operator of the relevant system shall act as      agent of the shareholders for the purposes of the transfer of shares or      other securities.          |
|   |                                                                                                                                                                                                                                                                                                                                                     |
| 15B.   | Any      provision in the Memorandum or Articles in relation to the shares shall      not apply to any uncertified shares to the extent that they are      inconsistent with the holding of any shares in uncertificated form, the      transfer of title to any shares by means of a relevant system and any      provision of the Regulations.         |
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|   | AMENDMENT      OF MEMORANDUM AND ARTICLES OF ASSOCIATION                                                                                                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                     |
| 16.    | No      article shall be rescinded, altered or amended and no new article shall be      made until the same has been approved by a special resolution of the      Members.  A special resolution shall be required to alter the      provisions of the Memorandum of Association or to change the name of the      Company.                    |
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|   | DEFINITIONS                                                                                                                                                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                     |
| 17.    | The      meanings of words in this Memorandum are as defined in the      Articles.                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                     |
|   | We,      Mossack Fonseca & Co. (B.V.I.) Ltd., Akara Building, 24      De Castro Street, Wickhams Cay 1, Road Town, Tortola, British Virgin      Islands for the purpose of incorporating a BVI Business Company under the      laws of the British Virgin Islands hereby sign this Memorandum of      Association the __ day of September,2010. |

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