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TERRITORY OF THE BRITISH VIRGIN ISLANDS
 THE INTERNATIONAL BUSINESS COMPANIES ACT
(CAP. 291)
 MEMORANDUM OF ASSOCIATION
 OF
 CHINA TECHNOLOGY DEVELOPMENT GROUP CORPORATION
 NAME
 1.
    
    The Name of the Company is CHINA TECHNOLOGY DEVELOPMENT GROUP CORPORATION.
 REGISTERED OFFICE
 2.
    
    The registered office of the Company will be P.O. Box 71, Craigmuir Chambers, Road Tower, Tortola, British Virgin Islands.
 REGISTERED AGENT
 3.
    
    The registered agent of the Company will be HWR Services Limited of P.O. Box 71, Craigmuir Chambers, Road Town, Tortola, British Virgin Islands.
 GENERAL OBJECTS AND POWERS
 4.
    
    The Objects for which the Company is established are to engage in any act or activity that is not prohibited under any law for the time being in
force in the British Virgin Islands including but not limited to: -
 (1)
    
    To purchase or otherwise acquire and undertake the whole or any part of the business, goodwill, assets and liabilities of any person, firm
or company; to acquire an interest in, amalgamate with or enter into partnership, joint venture or profit-sharing arrangement with any person,
form or company; to promote, sponsor, establish, constitute, form, participate in, organize, manage, supervise and control any corporation,
company, syndicate, fund, trust, business or institution.(2)
    
    To import, export, buy, sell (wholesale and retail), exchange, barter, let on hire, distribute and otherwise deal in and turn to account
goods, materials, commodities, produce and merchandise generally in their prepared, manufactured, semi-manufactured and raw state.(3)
    
    To purchase or otherwise acquire and hold, in any manner and upon any terms, and to underwrite and deal in shares, stocks, debentures,
debenture stock, annuities and foreign exchange, foreign currency deposits and commodities, and from time to time to vary any of the same, and
to exercise and enforce all rights and powers incidental to the Companys interest therein, and to carry on business as an investment trust, and
to invest or deal with the money of the Company not immediately required for its operations in such manner as the Company may think fit.(4)
    
    To enter into, carry on and participate in financial transactions and operations of all kinds.(5)
    
    To manufacture, construct, assemble, design, repair, refine, develop, alter, convert, refit, prepare, treat, render marketable, process and
otherwise produce materials, fuels, chemicals, substances and industrial, commercial and consumer products of all kinds.(6)
    
    To apply for, register, purchase or other wise acquire and protect, prolong, and renew, in any part of the world, any intellectual and
industrial property and technology or whatsoever kind or nature and licences, protections and concessions therefor, and to use, turn to account,
develop, manufacture, experiment upon, test, improve and license the same.




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(7)
    
    To purchase or otherwise acquire and to hold, own, license, maintain, work, exploit, farm, cultivate, use, develop, improve, sell, let
surrender, exchange, hire, convey or otherwise deal in lands, mines, natural resources, and mineral, timber and water rights, wheresoever
situate, and any interest, estate and rights in any real, personal or mixed property and any franchises, rights, licences or privileges, and to
collect, manage, invest, reinvest, adjust, and in any manner to dispose of the income, profits, and interest arising therefrom.(8)
    
    To improve, manage, develop, sell, let, exchange, invest, reinvest, settle, grant licences, easements, options, ervitudes and other rights
over, or otherwise deal with all or any part of the Companys property, undertaking and assets (present and future) including uncalled capital,
and any of the Companys rights, interests and privileges.(9)
    
    To acquire, sell, own, lease, let out on hire, administer, manage, control operate, construct, repair alter equip, furnish, fit out,
decorate, improve and otherwise undertake and deal in engineering and construction works, buildings, projects, offices and structures of all
kinds.(10)
    
    To carry on business as consulting engineers in all field including without limitation civil, mechanical chemical, structural, marine,
mining, industrial aeronautical, electronic and electrical engineering, and to provide architectural, design and other consultancy services of
all kinds.(11)
    
    To purchase or otherwise acquire, take in exchange, charter, hire, build, construct, own, work, mange, operate and otherwise deal with any
ship, boat, barge or other waterborne vessel, hovercraft, balloon, aircraft, helicopter or other flying machine, coach, wagon, carriage (however
powered) or other vehicle, or any share or interest therein.(12)
    
    To establish, maintain, and operate sea, air, inland waterway and land transport enterprises (public and private) and all ancillary
services.(13)
    
    To carry on the business of advisers, consultants, researchers, analysts and brokers of whatsoever kind or nature in all branches of trade,
commerce, industry and finance.(14)
    
    To provide or procure the provision of every and any service or facility required by any person, firm or company.(15)
    
    To provide agency, corporate, office and business services to any person, firm or company, and to act as nominee or custodian of any kind
and to act as trustee under deeds of trust and settlement and as executor of wills and to receive assets into custody on behalf of clients and
to manage, administer and invest such assets in accordance with any deed of trust or settlement, will or other instruments pursuant to which
such assets are held.(16)
    
    To carry on all or any of the businesses of shippers and ship-owners, ship and boat-builders, charterers, shipping and forwarding agents,
ship managers, wharfingers, lightermen, stevedores, packers, storers, fishermen and trawlers.(17)
    
    To carry on all or any of the businesses of hoteliers and restaurateurs and sponsors, managers and licensees of all kinds of sporting,
competitive, social and leisure activities and of clubs, associations and social gatherings of all kinds and purposes.(18)
    
    To carry on business as auctioneers, appraiser, valuers, surveyors, land and estate agents.(19)
    
    To carry on business as farmers, graziers, dealers in and breeders of liverstock, horticulturists and market gardeners.(20)
    
    To carry on all or any of the businesses of printers, publishers, designers, draughtsmen, journalists, press and literary agents, tourist
and travel agents, advertisers, advertising and marketing agents and contractors, personal and promotional representatives, artists, sculptors,
decorators, illustrators, photographers, film makers, producers and distributors, publicity agents and display specialists.(21)
    
    To establish and carry on institutions of education, instruction or research and to provide for the giving and holding of lectures,
scholarships, awards, exhibitions, classes and meetings for the promotion and advancement of education or the dissemination of knowledge
generally.(22)
    
    To carry on business as jewelers, goldsmiths, silversmiths and bullion dealers and to import, export, buy, sell and deal in (wholesale and
retail) jewellery, gold, sliver and bullion, gold and silver plate, articles of vertu, objects of art and such other articles and goods as the
company thinks fit, and to establish factories for culturing, processing and manufacturing goods for the above business.(23)
    
    To design invent, develop, modify, adapt, alter, improve and apply any object, article, device, appliance, uensil or product for any use or
purpose whatsoever.(24)
    
    To develop, acquire store, license, apply, assign, exploit all and any forms of computer and other electronic software, programs
and applications and information, databases and reference material and computer, digital and other electronic recording, retrieval, processing
and storage media of whatsoever kind and nature.(25)
    
    To engage in the provision or processing of communications and telecommunications services, information retrieval and delivery and
electronic message and database services.(26)
    
    To enter into any commercial or other arrangements with any government, authority, corporation, company or person and to obtain or enter
into any legislation, orders, charters, contracts, decrees, rights, privileges, licences, franchises, permits and concessions for any purpose
and to carry out, exercise and comply with the same and to make, execute, enter into, commerce, carry on, prosecute and defend all steps,




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contracts, agreements, negotiations, legal and other proceedings, compromises, arrangements, and schemes and to do all other acts, matters and
things which shall at any time appear conducive or expedient for the advantage or protection of the Company.(27)
    
    To take out insurance in respect of any and all insurable risks which may affect the Company or any other Company or person and to effect
insurance (and to pay the premiums therefor) in respect of the life of any person and to effect re-insurance and counter-insurance, but no
business amounting to fire, life or marine insurance business may be undertaken.(28)
    
    To lend and advance money and grant and provide credit and financial or other accommodation to any person, form or company.(29)
    
    To borrow or raise money in such manner as the Company shall think fit and in particular by the issue (whether at par or at a premium or
discount and for such consideration as the Company may think fit) of bonds, debentures or debenture stock (payable to bearer or otherwise),
mortgages or charges, perpetual or otherwise, and if the Company thinks fit charged upon all or any of the Companys property (both present and
future) and undertaking including its uncalled capital and further, if so thought fit, convertible into any stock or shares of the Company or
any other company, and collaterally or further to secure any obligations of the Company by a trust deed or other assurance.(30)
    
    To guarantee or otherwise support or secure, either with or without the Company receiving any consideration or advantage and whether by
personal covenant or by mortgaging or charging all or part of the undertaking, property, assets and rights (present and future) and uncalled
capital of the Company or by both such methods or by any other means whatsoever, the liabilities and obligations of and the payment of any
moneys whatsoever (including but not limited to capital, principal, premiums, interest, dividends, cost and expenses on any stocks, shares or
securities) by any person, firm or company whatsoever including but not limited to any company which is for the time being the holding company
or a subsidiary of the Company or of the Companys holding company or is otherwise associated with the Company in its business, and to act as
agents for the collection, receipt or payment of money, and to enter into any contract of indemnity or suretyship (but not in respect of fire,
life and marine insurance business).(31)
    
    To draw, make, accept , endorse, negotiate, discount, execute, issue, purchase or otherwise acquire, exchange, surrender, convert, make
advances upon, hold, charge, sell and otherwise deal in bills of exchange, cheques, promissory notes, and other negotiable instruments and bills
of lading, warrants, and other instruments relating to goods.(32)
    
    To give any remuneration or other compensation or reward (in cash or securities or in any other manner the Directors may think fit) to any
person for services rendered or to be rendered in the conduct or course of the Companys business or in placing or procuring subscriptions of or
otherwise assisting in the issue of any securities of the Company or any other company formed or promoted by the Company or in which the Company
may be interested or in or about the formation or promotion of the Company or any other company as aforesaid.(33)
    
    To grant or procure pensions, allowances, gratuities and other payments and benefits of whatsoever nature to or for any person and to make
payments towards insurances or other arrangements likely to benefit any person or 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, social, public, general or useful object.(34)
    
    To pay all expenses preliminary or incidental to the formation and promotion of the Company or any other company and the conduct of the
business of the Company or any other company.(35)
    
    To procure the Company to be registered or recognized in any territory.(36)
    
    To cease carrying on and wind up any business or activity of the Company, and to cancel any registration of and to wind up and procure the
dissolution of the Company in any territory.(37)
    
    To distribute any part of the undertaking, property and assets of the Company among its creditors and Members in specie or in kind but so
that no distribution amounting to a reduction of capital may be made without the sanction (if any) for the time being required by law.(38)
    
    To appoint agents, experts and attorneys to do any and all of the above matters and things on behalf of the Company or any thing or matter
for which the Company acts as agent or is in any other way whatsoever interested or concerned in any part of the world.(39)
    
    To do all and any of the above matters or things in any part of the world and either as principal, agent, contractor, trustee, or otherwise
and by or through trustees, agents or otherwise and either alone or in conjunction with others, and generally upon such terms and in such manner
and for such consideration and security (if any) as the Company shall think fit including the issue and allotment of securities of the Company
in payment or part payment for any property acquired by the Company or any services rendered to the Company or as security for any obligation or
amount (even if less than the nominal amount of such securities) or for any other purpose.(40)
    
    To carry on any other business or activity and do any act or thing which in the opinion of the Company is or may be capable of being
conveniently carried on or done in connection with any of the above, or likely directly or indirectly to enhance the value of or render more
profitable all or any part of the Companys property or assets or otherwise to advance the interests of the Company or its Members.(41)
    
    To have all such powers as are permitted by law for the time being in force in the British Virgin Islands, irrespective of corporate
benefit, to perform all acts and engage in all activities necessary, conducive or incident to the conduct, promotion or attainment of the above
objects of the Company or any of them.




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5.
    
    (i) And it is hereby declared that the intention is that each of the objects specified in each paragraph of this clause shall, except where
otherwise expressed in such paragraph, be an independent main object and be in nowise limited or restricted by reference to or inference form
the terms of any other paragraph or the name of the Company.EXCLUSIONS
The Company may not:
 (a)
    
    carry on business with persons resident in the British Virgin Islands;(b)
    
    own an interest in real property situate in the British Virgin Islands, other than a lease referred to in paragraph 5(ii)e of subclause
5(ii);(c)
    
    carry on banking or trust business, unless it is licensed to do so under the Banks and Trust Companies Act, 1990;(d)
    
    carry on business as an insurance or reinsurance company, insurance agent or insurance broker, unless it is licensed under an enactment
authorizing it to carry on that business;(e)
    
    carry on business of company management, unless it is licensed under the Company Management Act, 1990; or(f)
    
    carry on the business of providing the registered office or the registered agent for companies incorporated in the British Virgin Islands:
 For purposes of paragraph 5(i)a of subclause 5(i), the Company shall not be treated as carrying on business with persons resident in the British
Virgin Islands if:
 (g)
    
    it makes or maintains deposits with a person carrying on banking business within the British Virgin Islands ;(h)
    
    it makes or maintains of professional contact with solicitors, barristers, accountants, bookkeepers, trust companies, administration
companies, investment advisers or other similar persons carrying on business within the British Virgin Islands;(i)
    
    it prepares or maintains books and records within the British Virgin Islands:(j)
    
    it holds, within the British Virgin Islands, meetings of its directors or members:(ii)
    (k)
    
    it holds a lease of property for use as an office from which to communicate with members or where books and records of the Company are
prepared or maintained;(l)
    
    it holds shares, debt obligations or other securities in a company incorporated under the International Business Companies Act or under the
Companies Act; or(m)
    
    shares, debt obligations or other securities in the Company are owned by any person resident in the British Virgin Islands or by any company
incorporated under the International Business Companies Act or under the Companies Act.
 LIMITATION OF LIABILITY
 6.
    
    The liability of members of the Company is limited.
 CURRENCY
 7.
    
    Shares in the Company shall be issued in the currency of the United States of America.
 AUTHORISED CAPITAL
 8.
    
    The authorized capital of the Company is US$25,000,000.00
 CLASSES, NUMBER AND PAR VALUE OF SHARES
 9.
    
    The authorized capital is made up of one class and one series of shares divided into 2,500,000,000 shares of US$0.01 par value.
 DESIGNATIONS, POWERS, PREFERENCES, ETC. OF SHARES
 10.
    
    All shares shall
 (a)
    
    have one vote each;(b)
    
    be subject to redemption, purchase or acquisition by the Company for fair value; and




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(c)
    
    have the same rights with regard to dividends and distributions upon liquidation of the Company.
 VARIATION OF CLASS RIGHTS
 11.
    
    If at any time the authorized capital is 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 would 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 such variation.
 RIGHTS NOT VARIED BY THE ISSUE OF SHARES PARI PASSU
 12.
    
    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.
 REGISTERED SHARES
 13.
    
    Shares shall be issued as registered shares.
 TRANSER OF REGISTERED SHARES
 14.
    
    Subject to the provisions of Regulation 39 of the Articles of Association annexed hereto (the Articles of Association), registered shares in
the Company may be transferred, subject to the prior or subsequent approval of the Company as evidenced by a resolution of members.
 AMENDMENT OF MEMORANDUM AND ARTICLES OF ASSOCATION
 15.
    
    The Company may amend its Memorandum of Association and Articles of Association by a special resolution of members.
 DEFINITIONS
 16.
    
    The meanings of words in this Memorandum of Association are as defined in the Articles of Association.




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SUBSCRIBER
    
    HWR SERVICES LIMITED(Sd.)
    
    E.T.POWELLAuthorised SignatoryIn the presence of: WITNESS(Sd.)
    
    Fandy Tsoi9/F Ruttonjee House11 Duddell Street, CentralHong KongAdministrative Assistant




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TERRITORY OF THE BRITISH VIRGIN ISLANDS
 THE INTERNATIONAL BUSINESS COMPANIES ACT
(CAP. 291)
 ARTICLES OF ASSOCIATION
 OF
 CHINA TECHNOLOGY DEVELOPMENT GROUP CORPORATION
 PRELIMINARY1.
    
    In these Articles, if not inconsistent with the subject or context, the words and expressions standing in the first column of the
following table shall bear the meanings set opposite them respectively in the second column thereof.
 Words
    
    MeaningCapital
    
    The sum of the aggregate par value of all outstanding shares with par value of the Company and shares with par value held by
the Company as treasury shares plus(a)
    
    the aggregate of the amounts designated as capital of all outstanding shares without par value of the Company and shares without
par value held by the Company as treasury shares, and(b)
    
    the amounts as are from time to time transferred from surplus to capital by a resolution of directors.member
    
    A person who holds shares in the Company.person
    
    An individual, a corporation, a trust, the estate of a deceased individual, a partnership or an unincorporated association of
persons.resolution of
directors
    
    A resolution approved at a duly convened and
constituted meeting of directors of the Company by the affirmative vote of at least two-thirds of the directors present at
the meeting who voted and did not abstain, or a resolution consented to in writing by at least two-thirds of the directors of the
Company.resolution of
    
    (a)
    
    resolution approved at a duly convened members and constituted meeting of the members of the Company by the
affirmative vote of(i)
    
    In the case of an ordinary resolution, a simple majority and in the case of a special resolution not less than 75%, of the votes of
the shares entitled to vote thereon which were present at the meeting and were voted and not abstained, or(ii)
    
    In the case of an ordinary resolution, a simple majority and in the case of a special resolution not less than 75%, of the votes
of each class or series of shares which were present at the meeting and entitled to vote thereon as a class or series and were voted
and not abstained and of a simple majority of the votes of the remaining shares entitled to vote thereon which were present at the
meeting and were voted and not abstained; or(b)
    
    a resolution (be it ordinary resolution or special resolution) consented to in writing by(i)
    
    75% of the votes of shares entitled to vote thereon, or(ii)
    
    75% of the votes of each class or series of shares entitled to vote thereof as a class or series and of an absolute majority of
the votes of the remaining shares entitled to vote thereon.Securities
    
    Shares and debt obligations of every kind, and options, warrants and rights to acquire shares, or debt obligations.surplus
    
    The excess, if any, at the time of the determination of the total assets of the Company over the aggregate of its total
liabilities, as shown in its books of account, plus the Companys Capital.the Act
    
    The International Business Companies Act (Cap. 291) including any modification, extension, re-enactment or renewal thereof and
any regulations made thereunder.the Memo-
random
    
    The Memorandum of Association of the Company as originally framed or as from time to time amended.the Seal
    
    Any Seal which has been duly adopted as the Seal of the Company.




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these Articles
    
    These Articles of Association as originally framed or as from time to time amended.treasury
    
    Shares in the Company that were previously issued but were repurchased, redeemed or otherwise acquired by the Company and notshares
    
    cancelled.
 2.
    
    Written or any term of like import includes words typewritten, printed, painted engraved, lithographed, photographed or represented or reproduced by any mode of reproducing words in a visible form, including telex, facsimile, telegram and cable.3.
    
    Save as aforesaid any words or expressions defined in the Act shall bear the same meaning in these Articles.4.
    
    Whenever the singular or plural number, or the masculine, feminine or neuter gender is used in these Articles, it shall equally, where
the context admits, include the others.5.
    
    A reference in these Articles to voting in relation to shares shall be construed as a reference to voting by members holding the shares
except that it is the votes allocated to the shares that shall be counted and not the number of members who actually voted and a
reference to shares being present at a meeting shall be given a corresponding construction.6.
    
    A reference to money in these Articles is, unless otherwise stated, a reference to the currency in which shares in the Company shall be
issued according to the provisions of the Memorandum.
 REGISTERED SHARES
 7.
    
    Every member holding registered shares in the Company shall be entitled to a certificate signed by a director or officer of the Company
and under the seal specifying the share or shares held by him and the signature of the director or officer and the Seal may be
facsimiles.8.
    
    Any member receiving a share certificate for registered shares shall indemnify and hold the Company and its directors and officers
harmless from any loss or liability which it or they may incur by reason of any wrongful or fraudulent use or representation made by
any person by virtue of the possession thereof. If a share certificate for registered shares is worn out or lost it may be renewed on
production of the worn out certificate or on satisfactory proof of its loss together with such indemnity as may be required by a
resolution of directors.9.
    
    If several persons are registered as joint holders of any shares, any one of such persons may give an effectual receipt for any
dividend payable in respect of such shares.
 BEARER SHARES
 10.
    
    The Company shall not create or issue bearer shares or warrants.
 SHARES, AUTHORISED CAPITAL, CAPITAL AND SURPLUS
 11.
    
    Subject to the provisions of these Articles, the unissued shares of the Company shall be at the disposal of the directors who may,
without limiting or affecting any rights previously conferred on the holders of any existing shares or class or series of shares,
offer, allot, grant options over or otherwise dispose of shares to such persons, at such times and upon such terms and conditions as
the Company may be special resolution of members determine.12.
    
    No share in the Company may be issued until the consideration in respect thereof its fully paid, and when issued the share is for all
purposes fully paid and non-assessable save that a share issued for a promissory note or other written obligation for payment of a debt
may be issued subject to forfeiture in the manner prescribed in these Articles.13.
    
    Shares in the Company shall be issued for money, services rendered, personal property, an estate in real property, a promissory note or
other binding obligation to contribute money or property or any combination of the foregoing as shall be determined by a special
resolution of members.14.
    
    Shares in the Company may be issued for such amount of consideration as the members may from time to time by special resolution of
members determine, except that in the case of shares with par value, the amount shall not be less than the par value, and in the
absence of fraud the decision of the directors as to the value of the consideration received by the Company in respect of the issue is
conclusive unless a question of law is involved. The consideration in respect of the shares constitutes capital to the extent of the
par value and the excess constitutes surplus.15.
    
    A share issued by the Company upon conversion of, or in exchange for, another share or a debt obligation or other security in the
Company, shall be treated for all purposes as having been issued for money equal to the consideration received or deemed to have been
received by the Company in respect of the other share, debt obligation or security.16.
    
    Treasury shares may be disposed of by the Company on such terms and conditions (not otherwise inconsistent with these Articles) as the
Company may be special resolution of members determine.17.
    
    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.18.
    
    Upon the issue by the Company of a share without par value, if an amount is stated in the Memorandum to be authorized capital
represented by such shares then each share shall be issued for no less than the appropriate proportion of such amount which shall
constitute capital, otherwise the consideration in respect of the share constitutes capital to the extent designated by the members and
the




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excess constitutes surplus, except that the members must designate as capital an amount of the consideration that is at least equal
to the amount that the share is entitled to as a preference, if any, in the assets of the Company upon liquidation of the Company.19.
    
    The Company may purchase, redeem or otherwise acquire and hold its own shares but only out of surplus or in exchange for newly issued shares of equal value.20.
    
    Subject to provisions to the contrary in
 (a)
    
    the Memorandum or these Articles;(b)
    
    the designations, powers, preferences, rights, qualifications, limitations and restrictions with which the shares were issued; orthe company may not purchase, redeem or otherwise acquire its own shares without the consent of members whose shares are to be
purchased, redeemed or otherwise acquired.
 21.
    
    No purchase, redemption or other acquisition of shares shall be made unless the directors determine that immediately after the
purchase, redemption or other acquisition the Company will be able to satisfy its liabilities as they become due in the ordinary course
of its business and the realizable value of the assets of the Company will not be less than the sum of its total liabilities, other
than deferred taxes, as shown in the books of account, and its capital and, in the absence of fraud, the decision of the directors as
to the realizable value of the assets of the Company is conclusive, unless a question of law is involved.22.
    
    A determination by the directors under the preceding Regulation is not required where shares are purchased, redeemed or otherwise
acquired:
 (a)
    
    pursuant to a right of a member to have his shares redeemed or to have his shares exchanged for money or other property of the
Company.(b)
    
    by virtue of a transfer of capital pursuant to Regulation 51:(c)
    
    by virtue of the provisions of Section 83 of the Act, or(d)
    
    pursuant to an order of the Court.
 23.
    
    Shares that the Company purchases, redeems or otherwise acquires pursuant to the preceding Regulation may be cancelled or held as
treasury shares except to the extent that such shares are in excess of 80 percent of the issued shares of the Company in which case
they shall be cancelled but which shall be available for reissue.24.
    
    Where shares in the Company are held by the Company as treasury shares or are held by another company of which the Company holds,
directly or indirectly, shares having more than 50 percent of the votes in the election of directors of the other company, such shares
of the Company are not entitled to vote or to have dividends paid thereof and shall not be treated as outstanding for any purpose
except for purposes of determining the capital of the Company.25.
    
    The Company may purchase, redeem or otherwise acquire its shares at a price lower than the fair value if permitted by, and then only in
accordance with, the terms of
 (a)
    
    the Memorandum or these Articles; or(b)
    
    a written agreement for the subscription for the shares to be purchased, redeemed or otherwise acquired.
 26.
    
    The Company may by a resolution of directors include in the computation of surplus for any purpose the unrealized appreciation of the
assets of the Company, and, in the absence of fraud, the decision of the directors as to the value of the assets is conclusive, unless
a question of law is involved.
 MORTGAGES AND CHARGES OF REGISTERED SHARES
 27.
    
    Upon satisfactory evidence thereof the Company shall give effect to the terms of any valid mortgage or charge except insofar as it may
conflict with any requirements herein contained for consent to the transfer of shares.28.
    
    In the case of the mortgage or charge of registered shares there may be entered in the share register of the Company at the request of
the registered holder of such shares
 (a)
    
    a statement that that shares are mortgaged or charged;(b)
    
    the name of the mortgagee or chargee; and(c)
    
    the date on which the aforesaid particular are entered in the share register.
 29.
    
    Where particulars of a mortgage or charge are registered, such particulars shall be cancelled
 (a)
    
    with the consent of the named mortgagee or chargee or anyone authorized to act on his behalf, or(b)
    
    upon evidence satisfactory to the directors of the discharge of the liability secured by the mortgage or charge and the issue of
such indemnities as the directors shall consider necessary or desirable.




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30.
    
    Whilst particulars of a mortgage or charge are registered, no transfer of any share comprised therein shall be effected without the
written consent of the named mortgagee or chargee or anyone authorized to act on his behalf.
 FORFEITURE
 31.
    
    When shares issued for a promissory note or other written obligation for payment of a debt have been issued subject to forfeiture, the
provisions set forth in the following four regulations shall apply.32.
    
    Written notice specifying a date for payment to be made and the shares in respect of which payment is to be made shall be served on the
member who defaults in making payment pursuant to a promissory note or other written obligations to pay a debt.33.
    
    The written notice specifying a date for payment shall
 (a)
    
    name a further date not earlier than the expiration of 14 days from the date of service of the notice on or before which payment
required by the notice is to be made; and(b)
    
    contain a statement that in the event of non-payment at or before the time named in the notice the shares, or any of them, in
respect of which payment is not made will be liable to be forfeited.
 34.
    
    Where a written notice has been issued and the requirements have not been complied with within the prescribed time, the directors may
at any time before tender of payment forfeit and cancel the shares to which the notice relates.35.
    
    The Company is under no obligation to refund any moneys to the member whose shares have been forfeited and cancelled pursuant to these
provisions. Upon forfeiture and cancellation of the shares the member is discharged from any further obligation to the Company with
respect to the shares forfeited and cancelled.
 LIEN
 36.
    
    The Company shall have a first and paramount lien on every share issued for a promissory note or for any other binding obligation to
contribute money or property or any combination thereof to the Company, and the Company shall also have a first and paramount lien on
every share standing registered in the name of a member, whether singly or jointly with any other person or persons, for all the debts
and liabilities of such member or his estate to the Company, whether the same shall have been incurred before or after notice to the
Company of any interest of any person other than such member, and whether the time for the payment or discharge of the same shall have
actually arrived or not, and notwithstanding that the same are joint debts or liabilities of such member or his estate and any other
person, whether a member of the Company or not. The Companys lien on a share shall extend to all dividends payable thereof. The
directors may at any time either generally, or in any particular case, waive any lien that has arisen or declare any share to be wholly
or in part exempt form the provisions of this Regulation.37.
    
    In the absence of express provisions regarding sale in the promissory note or other binding obligation to contribute money or property,
the Company may sell, in such manner as the directors may by resolution of directors determine, any share on which the Company has a
lien, but no sale shall be made unless some sum in respect of which the lien exists is presently payable nor until the expiration of
twenty one days after a notice in writing, stating and demanding payment of the sum presently payable and giving notice of the
intention to sell in default of such payment, has been served on the holder for the time being of the share.38.
    
    The net proceeds of the sale by the Company of any shares on which it has a lien shall be applied in or towards payment of discharge of
the promissory note or other binding obligation to contribute money or property or any combination thereof in respect of which the lien
exists so far as the same is presently payable and any residue shall (subject to a like lien for debts or liabilities not presently
payable as existed upon the share prior to the sale) be paid to the holder of the share immediately before such sale. For giving
effect to any such sale the directors may authorize some person to transfer the share sold to the purchaser thereof. The purchaser
shall be registered as the holder of the share and he shall not be bound to see to the application of the purchase money, nor shall his
title to the share be affected by any irregularity or invalidity in the proceedings in reference to the sale.
 TRANSFER OF SHARES
 39.
    
    Subject to any limitations in the Memorandum, registered shares in the Company may be transferred by a written instrument of transfer
signed by the transferor and containing the name and address of the transferee, but in the absence of such written instrument of
transfer the directors may accept such evidence of a transfer of shares as they consider appropriate.40.
    
    The Company shall not be required to treat a transferee of a registered share in the Company as a member until the transferees name
has been entered in the share register.41.
    
    Subject to any limitations in the Memorandum, the Company must on the application of the transferor or transferee of a registered share
in the Company enter in the share register the name of the transferee of the share save that the registration of transfers may be
suspended and the share register closed at such times and for such periods as the Company may from time to time by resolution of
directors determine provided always that such registration shall not be suspended and the share register closed for more than 60 days
in any period of 12 months.
 TRANSMISSION OF SHARES
 42.
    
    The executor or administrator of a deceased member, the guardian of an incompetent member or the trustee of a bankrupt member shall be
the only person recognized by the Company as having any title to his share but they shall not be entitled to exercise any rights as a




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member of the Company until they have proceeded as set forth in the next following three regulations.43.
    
    The production of the Company of any document which is evidence of probate of the will, or letters of administration of the estate, or
confirmation as executor, of a deceased member or of the appointment of a guardian of an incompetent member or the trustee of a
bankrupt member shall be accepted by the Company even if the deceased, incompetent or bankrupt member is domiciled outside the British
Virgin Islands if the document evidencing the grant of probate or letters of administration, confirmation as executor, appointment as
guardian or trustee in bankruptcy is issued by a foreign court which had competent jurisdiction in the matter. For the purpose of
establishing whether or not a foreign court had competent jurisdiction in such a matter the directors may obtain appropriate legal
advice. The directors may also require an indemnity to be given by the executor, administrator, guardian or trustee in bankruptcy.44.
    
    Any person becoming entitled by operation of law or otherwise to a share or shares in consequence of the death, incompetence or
bankruptcy of any member may be registered as a member upon such evidence being produced as may reasonably be required by the
directors. An application by any such person to be registered as a member shall for all purposes be deemed to be a transfer of shares
of the deceased, incompetent or bankrupt member and the directors shall treat it as such.45.
    
    Any person who has become entitled to a share or shares in consequence of the death, incompetence or bankruptcy of any member may,
instead of being registered himself, request in writing that some person to be named by him be registered as the transferee of such
share or shares and such request shall likewise be treated as if it were a transfer.46.
    
    What amounts to incompetence on the part of a person is a matter to be determined by the court having regard to all the relevant
evidence and the circumstances of the case.
 REDUCTION OR INCREASE IN AUTHORISED CAPITAL OR CAPITAL
 47.
    
    The Company may by a special resolution of members amend the Memorandum to increase or reduce its authorized capital and in connection
therewith the Company may in respect of any unissued shares increase or reduce the number of such shares, increase or reduce the par
value of any such shares or effect any combination of the foregoing.48.
    
    The Company may be special resolution of members amend the Memorandum to
 (a)
    
    divide the shares, including issued shares, of a class or series into a larger number of shares of the same class or series; or(b)
    
    combine the shares, including issued shares, of a class or series into a smaller number of shares of the same class or series.
provided, however, that where shares are divided or combined under (a) or (b) of this Regulation, the aggregate par value of the new
shares must be equal to the aggregate par value of the original shares.
 49.
    
    The capital of the Company may by a special resolution of members be increased by transferring an amount of the surplus of the Company
to capital.50.
    
    Subject to the provisions of the two next succeeding Regulations, the capital of the Company may by special resolution of members be
reduced by transferring an amount of the capital of the Company to surplus.51.
    
    No reduction of capital shall be effected that reduces the capital of the Company to an amount that immediately after the reduction is
less than the aggregate par value of all outstanding shares with par value and all shares with par value held by the Company as
treasury shares and the aggregate of the amounts designated as capital of all outstanding shares without par value and all shares
without par value held by the Company as treasury shares that are entitled to a preference, if any, in the assets of the Company upon
liquidation of the Company.52.
    
    No reduction of capital shall be effected unless the directors determine that immediately after the reduction the Company will be able
to satisfy its liabilities as they become due in the ordinary course of its business and that the realizable assets of the Company will
not be less than its total liabilities, other than deferred taxes, as shown in the books of the Company and its remaining capital, and,
in the absence of fraud, the decision of the directors as to the realizable value of the assets of the Company is conclusive, unless a
question of law is involved.
 MEETINGS AND CONSENTS OF MEMBERS
 53.
    
    The directors of the Company may convene meetings of the members of the Company at such times and in such manner and places within or
outside the British Virgin Islands as the directors consider necessary or desirable.54.
    
    Upon the written request of members holding 10 percent or more of the outstanding voting shares in the Company the directors shall
convene a meeting of members.55.
    
    The directors shall give not less than 7 days notice of meetings of members to those persons whose names on the date the notice is
given appear as members in the share register of the Company and are entitled to vote at the meeting.56.
    
    The directors may fix the date notice is given of a meeting of members as the record date for determining those shares that are
entitled to vote at the meeting.57.
    
    A meeting of members may be called on short notice:
 (a)
    
    if members holding not less than 80 percent of the total number of shares entitled to vote on all matters to be considered at the
meeting, or 80 votes of each class or series of shares where members are entitled to vote thereof as a class or series together with




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##### 



not less than a 80 percent majority of the remaining votes, have agreed to short notice of the meeting, or(b)
    
    if all members holding shares entitled to vote on all or any matters to be considered at the meeting have waived notice of the
meeting and for this purpose presence at the meeting shall be deemed to constitute waiver.
 58.
    
    A member may be represented at a meeting of members by a proxy who may speak and vote on behalf of the member.59.
    
    The instrument appointing a proxy shall be produced at the place appointed for the meeting before the time for holding the meeting at
which the person named in such instrument proposes to vote.60.
    
    An instrument appointing a proxy shall be in substantially the following form or such other form as the Chairman of the meeting shall
accept as properly evidencing the wishes of the member appointing the proxy.
  I/We           being a member of the above Company with shares HEREBY APPOINT          of          or failing him          of          to           be my/our
proxy to vote for me/us at the meeting of members to be
held on the          day of          and           at any adjournment thereof.(Any restrictions on voting to be inserted here.)Signed this     day ofMember




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61.
    
    The following shall apply in respect of joint ownership of shares:
 (a)
    
    if two or more persons hold shares jointly each of them may be present in person or by proxy at a meeting of members an may speak
as a member;(b)
    
    if only one of the joint owners are present in person or by proxy they must vote as one.(c)
    
    if two or more of the joint owners are present in person or by proxy they must vote as one.
 62.
    
    A member shall be deemed to be present at a meeting of members if he participates by telephone or other electronic means and all
members participating in the meeting are able to hear each other.63.
    
    A meeting of members is duly constituted if, at the commencement of the meeting, there are present in person or by proxy not less than
6533 1/3 percent of the votes of the shares or class or series of shares entitled to vote on resolutions of members to be considered at
the meeting. If a quorum be present, notwithstanding the fact that such quorum may be represented by only one person then such person
may resolve any matter and a certificate signed by such person accompanied where such person be a proxy by a copy of the proxy form
shall constitute a valid resolution of members.64.
    
    If within two hours from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of
members, shall be dissolved; in any other case it shall stand adjourned for one week at the same time and place or to such other time
and place as the directors may determine, and if at the adjourned meeting there are present within one hour from the time appointed for
the meeting in person or by proxy not less than one third of the votes of the shares or each class or series of shares entitled to vote
on the resolutions to be considered by the meeting, those present shall constitute a quorum but otherwise the meeting shall be
dissolved.65.
    
    At every meeting of members, the Chairman of the Board of Directors shall preside as Chairman of the meeting. If there is no Chairman
of the Board of Directors or if the Chairman of the Board of Directors is not present at the meeting, the members present shall choose
some one of their number to be the Chairman. If the members are unable to choose a Chairman for any reason, then the person
representing the greatest number of voting shares present in person or by prescribed form of proxy at the meeting shall preside as
chairman failing which the oldest individual member or representative of a member present shall take the chair.66.
    
    The Chairman may, with the consent of the meeting, adjourn any 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.67.
    
    At any meeting of the members the Chairman shall be responsible for deciding in such manner as he shall consider appropriate whether
any resolution has been carried or not and the result of his decision shall be announced to the meeting and recorded in the minutes
thereof. All voting shall be conducted by poll. The result of any voting by poll shall be duly recorded in the minutes of that
meeting by the Chairman68.
    
    Any person other than an individual shall be regarded as one member and subject to the specific provisions hereinafter contained for
the appointment of representatives of such persons the right of any individual to speak for or represent such member shall be
determined by the law of the jurisdiction where, and by the documents by which, the person is constituted or derives its existence. In
case of doubt, the directors may in good faith seek legal advice from any qualified person and unless and until a court of competent
jurisdiction shall otherwise rule, the directors may rely and act upon such advice without incurring any liability to any member.69.
    
    Any person other than an individual which is a member of the Company may by resolution of its directors of other governing body
authorize 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 authorized shall be entitled to exercise the same power on behalf of the person which he represents as that
person could exercise if it were an individual member of the Company.70.
    
    The Chairman of any meeting at which a vote is cast by proxy or on behalf of any person other than an individual may call for a
notarially certified copy of such proxy or authority which shall be produced within 7 days of being so requested or the votes cast by
such proxy or on behalf of such person shall be disregarded.71.
    
    Directors of the Company may attend and speak at any meeting of members of the Company and at any separate meeting of the holders of
any class or series of shares in the Company.72.
    
    An action that may be taken by the members at a meeting may also be taken by resolution of members consented to in writing or by telex,
telegram, cable or facsimile or without the need for any notice. The consent may be in the form of counterparts, each counterpart
being signed by one or more members.73.
    
    The following matters shall require a special resolution of members:
 (a)
    
    listing of the Companys shares (including the common stock of its successor through a merger or otherwise) other than for
quotation on NASDAQ or a stock exchange in the United States;(b)
    
    any acquisition of assets which is outside the ordinary course of business of the Company or a subsidiary, acquisition by purchase
of shares, merger, consolidation or other business combination affecting the Company or any subsidiary;(b)
    
    a substantial change in the primary business(es) of the Company or any subsidiary;(c)
    
    any liquidation, dissolution, winding-up, bankruptcy, insolvency or recapitalization of the Company or any subsidiary or any sale,
lease, exchange or other disposition of all or a substantial part of the assets of the Company and its subsidiaries;(d)
    
    any change in the authorized share capital or registered capital of the Company or any subsidiary or the issuance of any shares or
options, warrants or other rights to purchase such shares;




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##### 



DIRECTORS
 74.
    
    The first directors of the Company shall be appointed by the subscriber to the Memorandum; and thereafter, the directors shall be
elected by the members.75.
    
    The number of directors should be no fewer than two (2).76.
    
    Each director shall hold office for the term, if any, fixed by resolution of members or until his earlier death, resignation or removal.77.
    
    A director may be removed from office, with or without cause by a resolution of directors.78.
    
    A director may resign his office by giving written notice of his resignation to the Company and the resignation shall have effect form
the date the notice is received by the Company or from such later date as may be specified in the notice.79.
    
    The directors may at any time appoint any person to be a director to fill a vacancy in the board of directors, but such appointment
shall only take effect until the next meeting of members. The directors shall within 7 days of any such appointment give written
notice thereof to all members, and the members may confirm such appointment at the next meeting of members. A vacancy occurs through
the death, resignation or removal of a director but a vacancy or vacancies shall not be deemed to exist where one or more directors
shall resign after having appointed his or their successor or successors.80.
    
    The Company shall keep a register of directors containing
 (a)
    
    the names and addresses of the persons who are directors of the Company;(b)
    
    the date on which each person whose name is entered in the register was appointed as a director of the Company; and(c)
    
    the date on which each person named as a director ceased to be director of the Company.
 81.
    
    A copy thereof shall be kept at the registered office of the Company and the Company shall registered a copy of the register with the
Registrar of Companies.82.
    
    With the prior or subsequent approval by a resolution of members, the directors may, by a resolution of directors, fix the emoluments
of directors with respect to services to be rendered in any capacity to the Company.83.
    
    A director shall not require a share qualification, and may be an individual or a company.
 POWERS OF DIRECTORS
 84.
    
    The business and affairs of the Company shall be managed by the directors who may pay all expenses incurred preliminary to and in
connection with the formation and registration of the Company and may exercise all such powers of the Company as are not by the Act of
by the Memorandum or these Articles required to be exercised by the members of the Company, subject to any delegation of such powers as
may be authorized by these Articles and to such requirements as may be prescribed by a resolution of members; but no requirement made
by a resolution of members shall prevail if it be inconsistent with these Articles nor shall such requirement invalidate any prior act
of the directors which would have been valid if such requirement had not been made.85.
    
    The directors may, by a resolution of directors, appoint any person, including a person who is a director, to be an officer or agent of
the Company. The resolution of directors appointing an agent may authorize the agent to appoint one or more substitutes or delegates
to exercise some or all of the powers conferred on the agent by the Company.86.
    
    Every officer or agent of the Company has such powers and authority of the directors, including the power and authority to affix the
Seal, as are set forth in these Articles or in the resolution of directors appointing the officer or agent, except that no officer or
agent has any power or authority with respect to the matters requiring a resolution of directors under the Act.87.
    
    Any director which is a body corporate may appoint any person its duly authorized representative for the purpose of representing it at
meetings of the Board of Directors or with respect to unanimous written consents.88.
    
    The continuing directors may act notwithstanding any vacancy in their body, save that if their number is reduced to their knowledge
below the number fixed by or pursuant to these Articles as the necessary quorum for a meeting of directors, the continuing directors or
director may act only for the purpose of appointing directors to fill any vacancy that has arisen or summoning a meeting or members.89.
    
    The directors may by resolution of directors exercise all the powers of the Company to borrow money and to mortgage or charge its
undertakings and property on any part thereof, to issue debentures, debenture stock and other securities whenever money is borrowed or
as security for any debt, liability or obligation of the Company or of any third party.90.
    
    All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments and all receipts for moneys paid to the
Company, shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as shall from time to
time be determined by resolution of directors.91.
    
    The Company shall maintain at its registered office a register of mortgages, charges and other encumbrances in which there shall be
entered the following particulars regarding each mortgage, charge or other encumbrance:




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##### 



(a)
    
    the sum secured;(b)
    
    the assets secured;(c)
    
    the name and address of the mortgagee, chargee or other encumbrances;(d)
    
    the date of creation of the mortgage, charge or other encumbrance; and(e)
    
    the date on which the particulars specified above in respect of the mortgage, charge or other encumbrance are entered in the
register.
 92.
    
    The Company may further determine by a resolution of directors to register a copy of the register of mortgages, charges or other
encumbrances with the Registrar of Companies.PROCEEDINGS OF DIRECTORS93.
    
    The directors of the Company may meet at such times and in such manner and places within or outside the British Virgin Islands as the
directors may determine to be necessary or desirable.94.
    
    Subject to Regulation 95, a director may at any time summon a meeting of the directors of the Company.95.
    
    A director shall be deemed to be present at a meeting of directors if he participates by telephone or other electronic means and all
directors participating in the meeting are able to hear each other.96.
    
    A director shall be given not less than 3 days notice of meetings of directors, but a meeting of directors held without 3 days notice
having been given to all directors shall be valid if all the directors entitled to vote at the meeting who do not attend, waive notice
of the meeting and for this purpose, the presence of a director at a meeting shall constitute waiver on his part.97.
    
    A director may by a written instrument appoint an alternate who need not be a director and an alternate is entitled to attend meetings
in the absence of the director who appointed him and to vote or consent in place of the director.98.
    
    The quorum necessary for the transaction of business at a meeting of the Board of Directors of the Company shall be two third of the
members of the Board of Directors of the Company. If within half an hour from the time of the meeting specified in the notice, such a
quorum is not present, the meeting shall stand adjourned for one week, to begin on the same day of the following week at the same time
and place (notwithstanding that such day is not a day on which the commercial banks in the jurisdiction of the meeting are open for
business) and, if at such adjourned meeting, such a quorum is still not present, those Directors present, provided that there are at
least two Directors or their proxies are present, shall be deemed a quorum and may transact the business for which the adjourned
meeting was originally convened.99.
    
    At every meeting of the directors, the directors present shall choose some one of their number to be the Chairman of the meeting.100.
    
    All resolutions of the Board of Directors shall require the approval of at least two-thirds of the Directors.101.
    
    An action that may be taken by the directors at a meeting may also be taken by a resolution of directors consented to in writing or by
telex, telegram, cable or facsimile without the need for any notice. The consent may be in the form of counterparts, each counterpart
being signed by one or more directors.102.
    
    The directors shall cause the following corporate records to be kept:
 (a)
    
    minutes of all meetings of directors and members;(b)
    
    copies of all resolutions consented to by directors and members; and(c)
    
    such other accounts and records as the directors by resolution of directors consider necessary or desirable in order to reflect the
financial position of the Company.
 103.
    
    The books, records and minutes shall be kept at the registered office of the Company, its principal place of business or at such other
place as the directors determine.
 OFFICERS
 104.
    
    The Company may by resolution of directors appoint officers of the Company at such times as shall be considered necessary or expedient.
Such officers may consist of a Chairman of the Board of Directors, a Vice Chairman of the Board of Directors, a President and one or
more Vice Presidents, Secretaries, Chief Executive Officer and Chief Financial Officer, and such other officers as may from time to
time be deemed desirable. Any number of offices may be held by the same person.105.
    
    The officers shall perform such duties as shall be prescribed at the time of their appointment subject to any modification in such
duties as may be prescribed thereafter by resolution of directors or resolution of members, but in the absence of any specific
allocation of duties it shall be the responsibility of the President to manage the day to day affairs of the Company, the Vice
Presidents to at in order of seniority in the absence of the President but otherwise to perform such duties as may be delegated to them
by the President, the Secretaries to maintain the share register, minutes books and records (other than financial records) of the
Company and to ensure compliance with all procedural requirements ensure compliance with all procedural requirements imposed on the
Company by applicable law, and the Chief Financial Officer to be responsible for the financial affairs of the Company.




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##### 



106.
    
    The emoluments of all officers shall be fixed by resolution of directors.The officers of the Company shall hold office until their successors are duly elected and qualified, but any officer elected or
appointed by the directors may be removed at any time, with or without cause, by resolution of directors. Any vacancy occurring in any
office of the Company may be filled by resolution of directors.
 CONFLICT OF INTERESTS
 107.
    
    No agreement or transaction between the Company and one or more of its directors or any person in which any director has a financial
interest or to whom any director is related, including as a director of that other person, is void or voidable for this reason only or
by reason only that the director is present at the meeting of directors or at the meeting of the committee of directors that approves
that agreement or transaction or that the vote or consent of the director is counted for that purpose if the material facts of the
interest of each director in the agreement or transaction and his interest in or relationship to any other party to the agreement or
transaction are disclosed in good faith or are known by the other directors and are approved by all the other directors of the Company.108.
    
    Director who has an interest in any particular business to be considered at a meeting of directors or members may be counted for
purposes of determining whether the meeting is duly constituted.
 INDEMNIFICATION
 109.
    
    Subject to the limitations hereinafter provided the Company may indemnify against all expenses, including legal fees, and against all
judgments, fines and amounts paid in settlement and reasonably incurred in connection with legal, administrative or investigative
proceedings any person who
 (a)
    
    is or was party or is threatened to be made a party to any threatened, pending or completed proceedings, whether civil, criminal,
administrative or investigative, by reason of the fact that the person is or was a director, an office or a liquidator of the Company;
or(b)
    
    is or was, at the request of the Company, serving as a director, officer or liquidator of, or in any other capacity is or was
acting for, another company or a partnership, joint venture, trust or other enterprise.
 110.
    
    The Company may only indemnify a person if the person acted honestly and in good faith with a view to the best interests of the Company
and, in the case of criminal proceedings, the person had no reasonable cause to believe that his conduct was unlawful.111.
    
    The decision of the directors as to whether the person acted honestly and in good faith and with a view to the best interests of the
Company and as to whether the person had no reasonable cause to believe that his conduct was unlawful, is, in the absence of fraud,
sufficient for the purposes of these Articles, unless a question of law is involved.112.
    
    The termination of any proceedings by any judgment, order, settlement, conviction or the entering of a nolle presager does not, by
itself, create a presumption that the person did not act honestly and in good faith and with a view to the best interests of the
Company or that the person had reasonable cause to believe that his conduct was unlawful.113.
    
    If a person to be indemnified has been successful in defence of any proceedings referred to above the person is entitled to be
indemnified against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably
incurred by the person in connection with the proceedings.114.
    
    The Company may purchase and maintain insurance in relation to any person who is or was a director, an officer or a liquidator of the
Company, or who at the request of the Company is or was serving as a director, an officer or a liquidator of, or in any other capacity
is or was acting for, another company or a partnership, joint venture, trust or other enterprise, against any liability asserted
against the person and incurred by the person in that capacity, whether or not the Company has or would have had the power to indemnify
the person against the liability as provided in these Articles.
 SEAL
 115.
    
    The Company may have more than one Seal and references herein to the Seal shall be references to every Seal which shall have been duly
adopted by resolution of directors. The directors shall provide for the safe custody of the Seal and for an imprint thereof to be kept
at the Registered office. Except as otherwise expressly provided herein the Seal when affixed to any written instrument shall be
witnessed and attested to by the signature of a director or any other person so authorised from time to time by resolution of
directors. Such authorisation may be before or after the seal is affixed may be general or specific and may refer to any number of
sealings. The Directors may provide for a facsimile of the Seal and of the signature of any director or authorised person which may be
reproduced by printing or other means on any instrument and it shall have the same force and validity as if the Seal had been affixed
to such instrument and the same had been signed as herein before described.
 DIVIDENDS
 116.
    
    The Company may by a resolution of directors declare and pay dividends in money, shares, or other property, but dividends shall only be
declared and paid out of surplus. In the event that dividends are paid in specie the directors shall have responsibility for
establishing and recording in the resolution of directors authorizing the dividends, a fair and proper value for the assets to be so
distributed.117.
    
    The directors may from time to time pay to the members such interim dividends as appear to the directors to be justified by the profits
of the Company.118.
    
    The directors may, before declaring any dividend, set aside out of the profits of the Company such sum as they think proper as a
reserve




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##### 



fund, and may invest the sum so set apart as reserve fund upon such securities as they may select.119.
    
    No dividend shall be declared and paid unless the directors determine that immediately after the payment of the dividend the Company
will be able to satisfy its liabilities as they become due in the ordinary course of its business and the realizable value of the
assets of the Company will not be less than the sum of its total liabilities, other than deferred taxes, as shown in its books of
account, and its capital. In the absence of fraud, the decision of the directors as to the realizable value of the assets of the
Company is conclusive, unless a question of law is involved.120.
    
    Notice of any dividend that may have been declared shall be given to each member in manner hereinafter mentioned and all dividends
unclaimed for 3 years after having been declared may be forfeited by resolution of directors for the benefit of the Company.121.
    
    No dividend shall bear interest as against the Company and no dividend shall be paid on treasury shares or shares held by another
company of which the Company holds, directly or indirectly, shares having more than 50 percent of the vote in electing directors.122.
    
    A share issued as dividend by the Company shall be treated for all purposes as having been issued for money equal to the surplus that
is transferred to capital upon the issue of the share.123.
    
    In the case of a dividend of authorized but unissued shares without par value, an amount equal to the aggregate par value of the shares
shall be transferred from surplus to capital at the time of the distribution.124.
    
    In the case of a dividend of authorized but unissued shares without par value, the amount designated by the directors shall be
transferred from surplus to capital at the time of the distribution, except that the directors must designate as capital an amount that
is at least equal to the amount that the shares are entitled to as a preference, if any, in the assets of the Company upon liquidation
of the Company.125.
    
    A division of the issued and outstanding shares of a class or series of shares into a larger number of shares of the same class or
series having a proportionately smaller par value does not constitute a dividend of shares.
 ACCOUNTS AND AUDIT
 126.
    
    The Company may by resolution of members call for the directors to prepare periodically a profit and loss account and a balance sheet.
The profit and loss account and balance sheet shall be drawn up so as to give respectively a true and fair view of the profit or loss
of the Company for the financial period and a true and fair view of the state of affairs of the Company as at the end of the financial
period.127.
    
    The Company may by resolution of members call for the accounts to be examined by independent registered accounting firm.128.
    
    The first auditors shall be appointed by resolution of directors; subsequent auditors shall be appointed by a resolution of members.129.
    
    The independent registered accounting firm shall not be members of the Company.130.
    
    The remuneration of the independent registered accounting firm of the Company
 (a)
    
    in the case of independent registered accounting firm appointed by the directors, may be fixed by resolution of directors;(b)
    
    subject to the foregoing, shall be fixed by resolution of member or in such manner as the Company may by resolution of members
determine.
 131.
    
    The independent registered accounting firm shall examine each profit and loss account and balance sheet required to be served on every
member of the Company or laid before a meeting of the members of the Company and shall state in a written report whether or not.
 (a)
    
    in their opinion the profit and loss account and balance sheet give a true and fair view respectively of the profit or loss for the
period covered by the accounts, and of the state of affairs of the Company at the end of that period, and(b)
    
    all the information and explanations required by the independent registered accounting firm have been obtained.
 132.
    
    The report of the independent registered accounting firm shall be annexed to the accounts and shall be read at the meeting of members
at which the accounts are laid before the Company or shall be served on the members.133.
    
    Every independent registered accounting firm of the Company shall have a right of access at all times to the books of account and
vouchers of the Company, and shall be entitled to require from the directors and officers of the Company such information and
explanations as he thinks necessary for the performance of the duties of the auditors.134.
    
    The independent registered accounting firm of the Company shall be entitled to receive notice of, and to attend any meetings of members
of the Company at which the Companys profit and loss account and balance sheet are to be presented.
 NOTICES
 135.
    
    Any notice, information or written statement to be given by the Company to members may be served in the case of members holding
registered shares in any way by which it can reasonably be expected to reach each member or by mail addressed to each member at the
address shown in the share register.136.
    
    Any summons, notice, order, document, process, information or written statement to be served on the Company may be served by leaving
it, or by sending it by registered mail addressed to the Company, at its registered office, or by leaving it with, or by sending it by
registered mail to, the registered agent of the Company.137.
    
    Service of any summons, notice, order, document, process, information or written statement to be served on the Company may be




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proved by showing that the summons, notice, order, document, process, information or written statement was deliver to the registered office or
the registered agent of the Company of that it was mailed in such time as to admit to its being delivered to the registered office or
the registered agent of the Company in the normal course of delivery within the period prescribed for service and was correctly
addressed and the postage was prepaid.
 PENSION AND SUPERANNUATIO FUNDS
 138.
    
    The directors may establish and maintain or procure the establishment and maintenance of any non-contributory or contributory pension
or superannuation funds for the benefit of, and give or procure the giving of donations, gratuities, pensions, allowances or
emoluments, to any persons who are or were at any time in the employment or service of the Company or any company which is a subsidiary
of the Company or is allied to or associated with the Company or with any such subsidiary, or who are or were at any time directors or
offices of the Company or of any such other company as aforesaid or who hold or held any salaried employment or office in the Company
or such other company, or any persons in whose welfare the Company or any such other company as aforesaid is or has been at any time
interested, and to the wives, widows, families and dependents of any such person, and may make payments for or towards the insurance of
any such person as aforesaid, and may do any of the matters aforesaid either alone or in conjunction with any such other company as
aforesaid. Subject always to the proposal being approved by resolution of members, a director holding any such employment, or office
shall be entitled to participate in and retain for his own benefit any such donation, gratuity, pension allowance or emolument.
 VOLUNTARY WINDING UP AND DISSOLUTION
 139.
    
    The Company may voluntarily commence to wind up and dissolve by a special resolution of members but if the Company has never issued
shares it may voluntarily commence to wind up and dissolve by resolution of directors.
 CONTINUATION
 140.
    
    The Company may be resolution of members or by a resolution passed unanimously by all directors of the Company continue as a company
incorporated under the laws of a jurisdiction outside the British Virgin Islands in the manner provided under those laws.
  SUBSCRIBER
    
    HWR SERVICES LIMITED(Sd.)
    
    E.T.POWELLAuthorised SignatoryIn the presence of: WITNESS(Sd.)
    
    Fandy Tsoi9/F Ruttonjee House11 Duddell Street, CentralHong KongAdministrative Assistant