Exhibit 10.4


 


I.B.C. No. 685134


 


TERRITORY OF THE BRITISH VIRGIN ISLANDS


 


THE INTERNATIONAL BUSINESS COMPANIES ACT


(CAP 291)


 


MEMORANDUM OF ASSOCIATION


OF


YUCHENG TECHNOLOGIES LIMITED


 


NAME


 


1.                                       The name of the Company is
Yucheng Technologies Limited.


 


REGISTERED OFFICE


 


2.                                       The Registered Office of the
Company will be located at the offices of Offshore Incorporations Limited,
P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands.


 


REGISTERED AGENT


 


3.                                       The Registered Agent of the
Company will be Offshore Incorporations Limited of P.O. Box 957, Offshore
Incorporations Centre,  Road Town,
Tortola, British Virgin Islands.


 


GENERAL OBJECTS AND POWERS


 


4.                                       (1)                                  The object of the Company is 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.


 


(2)                                  The Company may not:


 


(a)                                  carry on business with persons
resident in the British Virgin Islands;


 


(b)                                 own an interest in real property
situated in the British Virgin Islands, other than a lease referred to in
paragraph (e) of sub clause (3);


 


(c)                                  carry on banking or trust
business unless it is licensed to do so under the Banks and Trust Companies
Act, l990;


 


(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 the business of company
management, unless it is licensed under the Company Management Act, l990;


 


(f)                                    carry on the business of
providing the registered office or the registered agent for companies
incorporated in the British Virgin Islands.


 





















 


(3)                                  For purposes of paragraph (a) of
sub clause (2), the Company shall not be treated as carrying on business with
persons resident in the British Virgin Islands if


 


(a)                                  it makes or maintains deposits
with a person carrying on banking business within the British Virgin Islands;


 


(b)                                 it makes or maintains
professional contact with solicitors, barristers, accountants, book-keepers,
trust companies, administration companies, investment advisers or other similar
persons carrying on business within the British Virgin Islands;


 


(c)                                  it prepares or maintains books
and records within the British Virgin Islands;


 


(d)                                 it holds, within the British
Virgin Islands, meetings of its directors or members;


 


(e)                                  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;


 


(f)                                    it holds shares, debt obligations
or other securities in a company incorporated under the International Business
Companies Act or under the Companies Act; or


 


(g)                                 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.


 


(4)                                  The Company shall 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 or conducive to the conduct, promotion or
attainment of the object of the Company.


 


CURRENCY


 


5.                                       Shares in the Company shall be
issued in the currency of the United States of America.


 


AUTHORIZED
CAPITAL


 


6.                                       The Company shall have no
authorized capital but shall be authorized to issue 61,000,000 shares.


 


CLASSES,
NUMBER AND PAR VALUE OF SHARES


 


7.                                       The Company is authorized to
issue two classes of shares as follows:


 


(a)                                  60,000,000 shares in one series
of no par value (“Ordinary Shares”); and


 


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(b)                                 1,000,000 preference shares in
one series of no par value (“Preferred Stock”).


 


DESIGNATIONS, POWERS, PREFERENCES, ETC. OF
SHARES


 


8.                                       (1)                                  Ordinary Shares


 


All Ordinary Shares shall


 


(a)                                  have one vote each;


 


(b)                                 be subject to redemption,
purchase or acquisition by the Company for fair value; and


 


(c)                                  have the same rights with regard
to dividends and distributions upon liquidation of the Company.


 


(2)                                  Preferred Stock


 


The Board of Directors of the Company is
authorized, subject to limitations prescribed by law and the provisions of this
Clause 8, to amend the Company’s Memorandum of Association to provide for the
creation from time to time of one or more classes of shares of Preferred Stock,
and pursuant to such amendment, to establish the number of shares and series to
be included in each such class, and to fix the designation, relative rights,
preferences, qualifications and limitations of the shares of each such class.
The authority of the Board of Directors with respect to each class shall
include, but not be limited to, determination of the following:


 


(a)                                  the number of shares and series
constituting that class and the distinctive designation of that class;


 


(b)                                 the dividend rate on the shares
of that class, whether dividends shall be cumulative, and, if so, from which
date or dates, and whether they shall be payable in preference to, or in
another relation to, the dividends payable on any other class or classes of
stock;


 


(c)                                  whether that class shall have
voting rights, in addition to the voting rights provided by law, and, if so,
the terms of such voting rights;


 


(d)                                 whether that class shall have
conversion or exchange privileges, and, if so, the terms and conditions of such
conversion or exchange, including provision for adjustment of the conversion or
exchange rate in such events as the Board of Directors shall determine;


 


(e)                                  whether or not the shares of
that class shall be redeemable, and, if so, the terms and conditions of such
redemption, including the manner of selecting shares for redemption if less
than all shares are to be redeemed, the date or dates upon or after which they
shall be redeemable, and the


 


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amount per share payable in case of
redemption, which amount may vary under different conditions and at different
redemption dates;


 


(f)                                    whether that class shall be
entitled to the benefit of a sinking fund to be applied to the purchase or
redemption of shares of that class, and, if so, the terms and amounts of such
sinking fund;


 


(g)                                 the right of the shares of that
class to the benefit of conditions and restrictions upon the creation of
indebtedness of the Company or any subsidiary, upon the issue of any additional
stock (including additional shares of such class of any other class) and upon
the payment of dividends or the making of other distributions on, and the
purchase, redemption or other acquisition by the Company or any subsidiary of
any outstanding stock of the Company;


 


(h)                                 the right of the shares of that
class in the event of any voluntary or involuntary liquidation, dissolution or
winding up of the Company and whether such rights shall be in preference to, or
in another relation to, the comparable rights of any other class or classes of
stock; and


 


(i)                                     any other relative,
participating, optional or other special rights, qualifications, limitations or
restrictions of that class.


 


RIGHTS NOT
VARIED BY THE ISSUE OF SHARES PARI PASSU


 


9.                                       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


 


10.                                 Shares in the Company may be
issued as registered shares only.


 


AMENDMENT OF MEMORANDUM AND ARTICLES OF
ASSOCIATION


 


11.                                 The Company may only
amend its Memorandum of Association and Articles of Association by a resolution
of members or by a resolution of directors.


 


DEFINITIONS


 


12.                                 The meanings of words in this
Memorandum of Association are as defined in the Articles of Association.


 


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We, Offshore Incorporations Limited of P. O.
Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin
Islands for the purpose of incorporating an International Business Company
under the laws of the British Virgin Islands hereby subscribe our name to this
Memorandum of Association the 17th day of November, 2005.


 


	
     /s/ Fandy
  Tsoi

  	
   

  	
    /s/ Richard Reese
  Tynes

  	
   

  
	
  Witness:

  	
  Fandy Tsoi

  	
   

  	
  Subscriber:

  	
  Tynes, Richard Reese

  
	
   

  	
   

  	
   

  	
  Authorized Signatory

  
						



 


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