British
Virgin Islands





The
BVI Business Companies Act


(No.
16 of 2004)




Memorandum
and Articles of Association




of





Exceed
Company Ltd.





Incorporated
this 21st day of
April 2009





Amended
and restated the 24th day of September 2009











Maples
Corporate Services (BVI) Limited


Kingston
Chambers


P.O.
Box 173


Road
Town, Tortola


British
Virgin Islands









TERRITORY
OF THE BRITISH VIRGIN ISLANDS




THE
BVI BUSINESS COMPANIES ACT, 2004







AMENDED
AND RESTATED




MEMORANDUM
OF ASSOCIATION




OF




Exceed
Company Ltd.




1
            Company
      Name




1.1
            The
      name of the Company is Exceed Company
Ltd.




1.2
            The
      directors or members may from time to time change the Company's name by
      Resolution of Directors or Resolution of Members.  The directors
      shall give notice of such resolution to the registered agent of the
      Company, for the registered agent to file an application for change of
      name with the Registrar, and any such change will take effect from the
      date of the certificate of change of name issued by the
      Registrar.




1.3
            A
      change of name of the Company shall constitute an amendment of the
      Memorandum and Articles and in the event of a resolution being passed to
      change the name of the Company, the provisions below in respect of
      amendments to the Memorandum and Articles must be complied
      with.




2
            Company
      Limited by Shares, Liability of
Members




2.1
            The
      Company is a company limited by
shares.




2.2
            The
      liability of each member is limited
to:




(a)
            the
      amount from time to time unpaid on that member's
  shares;




(b)
            any
      liability expressly provided for in the Memorandum or the Articles;
      and




(c)
            any
      liability to repay a distribution pursuant to section 58(1) of the
      Act.




2




3
            Registered
      Office




3.1
            The
      first registered office of the Company will be situated at Kingston
      Chambers, PO Box 173, Road Town, Tortola, British Virgin
      Islands.




3.2
            The
      directors or members may from time to time change the Company's registered
      office by Resolution of Directors or Resolution of Members, provided that
      the Company's registered office shall at all times be the office of the
      registered agent.  The directors shall give notice of such
      resolution to the registered agent of the Company, for the registered
      agent to file with the Registrar a notice of change of registered office,
      and any such change of registered office will take effect from the date of
      the registration by the Registrar of such
  notice.




4
            Registered
      Agent




4.1
            The
      first registered agent of the Company will be Maples Corporate Services
      (BVI) Limited of Kingston Chambers, PO Box 173, Road Town, Tortola,
      British Virgin Islands.




4.2
            The
      directors or members may from time to time change the Company's registered
      agent by Resolution of Directors or Resolution of Members.  The
      directors shall give notice of such resolution to the registered agent of
      the Company (meaning the existing registered agent), for the registered
      agent to file with the Registrar a notice of change of registered agent,
      and any such change of registered agent will take effect from the date of
      the registration by the Registrar of such
  notice.




4.3
            If
      the existing registered agent does not file such notice on instruction by
      the directors, the directors shall procure that a notice of change of
      registered agent is filed with the Registrar by a legal practitioner in
      the British Virgin Islands acting on behalf of the Company, and any such
      change of registered agent will take effect from the date of the
      registration by the Registrar of such
notice.




5
            General
      Objects and Powers




5.1
            Subject
      to the following provisions of this Memorandum, the objects for which the
      Company is established are unrestricted and the Company shall have full
      power and authority to carry out any object not prohibited by the Act or any
      other law of the British
      Virgin Islands.




5.2
            The
      Company has no power to:




(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 as a reinsurance company, insurance agent
      or insurance broker, unless it is licensed or authorised to do so under
      the Insurance Act, 1994;




3




(c)
            carry
      on the business of company management unless it is licensed to do so under
      the Companies 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 unless it is
      licensed to do so under the Banks and Trust Companies Act, 1990;
      or




(e)
            carry
      on the business as a mutual fund, mutual fund manager or mutual fund
      administrator unless it is licensed to do so under the Mutual Funds Act,
      1996.




5.3
            Without
      limiting the foregoing, the powers of the Company include the power to do
      the following:




(a)
            grant
      options over unissued shares in the Company and treasury
      shares;




(b)
            issue
      securities that are convertible into
shares;




(c)
            give
      financial assistance to any person in connection with the acquisition of
      the Company's own shares;




(d)
            issue
      debt obligations of every kind and grant options, warrants and rights to
      acquire debt obligations;




(e)
            guarantee
      a liability or obligation of any person and secure any of its obligations
      by mortgage, pledge or other charge, of any of its assets for that
      purpose; and




(f)
            protect
      the assets of the Company for the benefit of the Company, its creditors
      and its members and, at the discretion of the directors, for any person
      having a direct or indirect interest in the
  Company.




6
            Maximum
      Number of Authorised Shares




6.1
            The
      Company is authorised to issue a maximum of 60,000,000 shares with a par
      value of US$0.0001 each divided into the following classes of
      shares:




(a)
            55,000,000
      ordinary shares of US$0.0001 par value each;
and




(b)
            5,000,000
      preferred shares of US$0.0001 par value
each.




6.2
            The
      directors or members may from time to time by Resolution of Directors or
      Resolution of Members increase the maximum number of shares the Company is
      authorised to issue, by amendment to the Memorandum in accordance with the
      provisions below.




4




7
            Rights
      Conferred by Shares




7.1
            Each
      share in the Company confers on the
holder:




(a)
            the
      right to one vote on any Resolution of
Members;




(b)
            the
      right to an equal share in any dividend paid by the Company in accordance
      with the Act; and




(c)
            the
      right to an equal share in the distribution of the surplus assets of the
      Company.




7.2
            The
      rights attached to any class (unless otherwise provided by the terms of
      issue of the shares of that class) may, whether or not the Company is
      being wound up, be varied only with the consent in writing of the holders
      of not less than three-fourths of the issued shares of that class and the
      holders of not less than three-fourths of the issued shares of any other
      class of shares which may be affected by such
  variation.




7.3
            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.




7.4
            The
      directors may, subject to the Act, by amending this Memorandum and/or the
      Articles, determine the designations, powers, preferences and relative,
      participation, optional and other rights, if any, and the qualifications,
      limitations and restrictions thereof, if any, including, without
      limitation, dividend rights, conversion rights, redemption privileges,
      voting powers and liquidation preferences that any Preferred Share issued
      by the Company confers on the
holder.




8
            Registered
      Shares Only




8.1
            Shares
      in the Company may only be issued as registered shares and the Company is
      not authorised to issue bearer shares.  Registered shares may
      not be exchanged for bearer shares or converted to bearer
      shares.




9
            Amendments
      to the Memorandum and Articles




9.1
            Subject
      to the provisions of the Act, the directors or members may from time to
      time amend the Memorandum or Articles by Resolution of Directors or
      Resolution of Members.  The directors shall give notice of such
      resolution to the registered agent of the Company, for the registered
      agent to file with the Registrar a notice of the amendment to the
      Memorandum or Articles, or a restated memorandum and articles of
      association incorporating the amendment(s) made, and any such amendment to
      the Memorandum or Articles will take effect from the date of the
      registration by the Registrar of the notice of amendment or restated
      memorandum and articles of association incorporating the amendment(s)
      made.




5




9.2
            The
      directors shall not have the power to amend the Memorandum or
      Articles:




(a)
            to
      restrict the rights or powers of the members to amend the Memorandum or
      Articles;




(b)
            to
      change the percentage of members required to pass a resolution to amend
      the Memorandum or Articles; or




(c)
            in
      circumstances where the Memorandum or Articles may only be amended by the
      members.




9.3
            A
      change of registered office or registered agent shall not constitute an
      amendment of the Memorandum or
Articles.




9.4
            An
      amendment to the Memorandum or Articles which would have the effect of
      varying the rights of the holders of a class of shares may only be made in
      accordance with the provisions of the Memorandum and Articles relating to
      the variation of class rights.




10
            Definitions
      and Interpretation




10.1
            In
      this memorandum of association and the attached articles of
      association:




"Act"
            means
      the BVI Business Companies Act, 2004;"Articles"
            means
      the Company's articles of association as attached to this
      Memorandum,  and "Article" shall be construed
      accordingly;"Memorandum"
            means
      this, the Company's memorandum of association;"Registrar"
            means
      the Registrar of Corporate Affairs appointed under the Act;"Resolution of
      Directors"
            means
      a resolution by the majority of the directors of the Company passed either
      at a meeting of directors, or by way of a Written Resolution, in either
      case in accordance with the provisions of the Articles;"Resolution of
      Members"
            means
      a resolution by the members holding a majority of the voting rights in
      respect of such resolution passed either at a meeting of members, or by
      way of a Written Resolution, in either case in accordance with the
      provisions of the Articles; and"Written
      Resolution"
            means
      a resolution of members or directors (as applicable) consented to in
      writing or by telex, telegram, cable or other written electronic
      communication, without the need for any notice.  A Written
      Resolution may consist of several documents, including written electronic
      communications, in like form each signed or assented to by one or more
      members or directors (including directors' alternates) (as
      applicable).  A Written Resolution shall be passed if so
      consented by a majority of those members or directors (including
      directors' alternates) (as applicable) entitled to vote on the
      resolution.




6




10.2
            In
      the Memorandum and Articles:




(a)
            words
      and expressions defined in the Act shall have the same meaning and, unless
      otherwise required by the context, the singular shall include the plural
      and vice versa, the masculine shall include the feminine and the neuter
      and references to persons shall include corporations and all entities
      capable of having a legal
existence;




(b)
            reference
      to a provision of law is a reference to that provision as extended,
      applied, amended or re-enacted and includes any subordinate
      legislation;




(c)
            the
      headings are for convenience only and shall not affect the construction of
      the Memorandum or Articles;




(d)
            reference
      to a thing being "written" or "in writing" includes all
      forms of writing, including all electronic records which satisfy the
      requirements of the Electronic Transactions Act,
  2001;




(e)
            reference
      to a thing being "signed" or to a person's
      "signature" shall
      include reference to an electronic signature which satisfies the
      requirements of the Electronic Transactions Act, 2001, and reference to
      the Company's "seal" shall include
      reference to an electronic seal which satisfies the requirements of the
      Electronic Transactions Act, 2001.




We,
Maples Corporate Services (BVI) Limited of Kingston Chambers, PO Box 173, Road
Town, Tortola, British Virgin Islands in our capacity as registered agent for
the Company hereby apply to the Registrar for the incorporation of the Company
this 21st day of
April 2009.








Incorporator






(Sgd.)
Clinton Hempel


________________________________


Clinton
Hempel


Authorised
Signatory


Maples
Corporate Services (BVI) Limited




7




TERRITORY
OF THE BRITISH VIRGIN ISLANDS




THE
BVI BUSINESS COMPANIES ACT, 2004






AMENDED
AND RESTATED




ARTICLES
OF ASSOCIATION




OF




Exceed
Company Ltd.




1
            Share
      Certificates




1.1
            Every person whose name is
      entered as a member in the share register, being the holder of registered
      shares, shall without payment be entitled to a share certificate in the
      following circumstances:




(a)
            on
      the issuance of such shares to such
member;




(b)
            on
      the transfer of such shares to such
member;




(c)
            on
      a re-designation or conversion of such shares with the effect that the
      certificate previously issued no longer properly describes such shares;
      and




(d)
            at
      the discretion of the directors (who may levy a reasonable charge), on
      notice to the Company of a change of name of the
  member.




1.2
            Such
      certificate shall be signed by a director or under the common seal of the
      Company (which the registered agent of the Company is authorised to affix
      to such certificate) with or without the signature of any director or
      officer of the Company specifying the share or shares held and the par
      value thereof (if the Company is authorised at the relevant time to issue
      shares with a par value), provided that in respect of shares held jointly
      by several persons, the Company shall not be bound to issue more than one
      certificate and delivery of a certificate for a share to one of several
      joint holders shall be sufficient delivery to
  all




1.3
            If
      a certificate is worn out or lost it may, subject to the prior written
      consent of any mortgagee or chargee whose interest has been noted on the
      register of members, be renewed on production of the worn out certificate,
      or on satisfactory proof of its loss together with such indemnity as the
      directors may reasonably require.  Any member receiving a share
      certificate shall indemnify and hold the Company and its officers harmless
      from any loss or liability which it or they may incur by reason of
      wrongful or fraudulent use or representation made by any person by virtue
      of the possession of such a
certificate.




8




2
            Issue of Shares




2.1
            Subject to the provisions of these Articles, the
      unissued shares of the Company (whether forming part of the original or
      any increased authorised shares)shall be at the disposal of the
      directorswho may offer, allot, grant options over or
      otherwise dispose of them to such persons at such times and for such
      consideration, being not less than the par value (if any) of the shares
      being disposed of, and upon such terms and conditions as the directors may
      determine.Such
      consideration may take any form acceptable to the directors, including
      money, a promissory note, or other written obligation to contribute money
      or property, real property,personal
      property (including goodwill and know-how), services rendered or a
      contract for future services. Before issuing shares for a consideration
      other than money, the directors shall pass a Resolution of Directors
      stating:




(a)
            the
      amount to be credited for the issue of the
  shares;




(b)
            their
      determination of the reasonable present cash value of the non-money
      consideration for the issue; and




(c)
            that,
      in their opinion, the present cash value of the non-money consideration
      for the issue is not less than the amount to be credited for the issue of
      the shares.




2.2
            Subject to the provisions of the Act in this
      regard, shares may be issued on the terms that they are redeemable, or at
      the option of the Company be liable to be redeemed on such terms and in
      such manner as the directors before or at the time of the issue of such
      shares may determine.At any
      time after the consummation of a Business Combination (as defined in these
      Articles), the directorsmay issue
      options, warrants or convertible securities or securities of similar
      nature conferring the right upon the holders thereof to subscribe for,
      purchase or receive any class of shares or securities in the Company on
      such terms as it may from time to time
      determine.  Notwithstanding the foregoing, the directors may
      issue options, warrants or convertible securities in connection with the
      Company’s initial public
offering.




2.3
            The Company may issue bonus shares, partly paid
      shares and nil paid shares.




2.4
            The directors may redeem any share issued by the
      Company at a premium.




2.5
            Except as otherwise expressly provided in the
      resolution or resolutions providing for the establishment of any class or
      series of preferred shares, no vote of the holders of preferred shares or
      of the holders of ordinary shares shall be a prerequisite to the issuance
      of any shares of any class or series of the preferred shares authorized by
      and complying with the conditions in the Memorandum or these
      Articles.




2.6
            Except as required by the Act, and notwithstanding
      that a share certificate may refer to a member holding shares "as trustee"
      or similar expression, no person shall be recognised by the Company as
      holding any share upon any trust, and the Company shall not be bound by or
      be compelled in any way to recognise (even when having notice thereof) any
      equitable, contingent, future or partial interest in any share or any
      interest in any fractional part of a share or (except as provided by these
      Articles or by the Act) any other rights in respect of any share except
      any absolute right to the entirety thereof by the registered
      holder.




9




3
            Forfeiture
      of Shares




3.1
            The
      Company may, at any time after the due date for payment, serve on a member
      who has not paid in full for shares registered in the name of that member,
      a written notice of call ("Notice of Call")
      specifying a date for payment to be made.  The Notice of Call
      shall name a further date not earlier than the expiration of 14 days from
      the date of service of the Notice of Call on or before which the payment
      required by the Notice of Call is to be made and shall contain a statement
      that in the event of non-payment at or before the time named in the Notice
      of Call the shares, or any of them, in respect of which payment is not
      made will be liable to be
forfeited.




3.2
            Where
      a written Notice of Call has been issued under the foregoing Article and
      the requirements of the Notice of Call have not been complied with, the
      directors may, at any time before tender of payment, forfeit and cancel
      the shares to which the Notice of Call relates.  The Company is
      under no obligation to refund any moneys to the member whose shares have
      been cancelled pursuant to this Article and that member shall be
      discharged from any further obligation to the
  Company.




4
            Transfer
      of Shares




4.1
            Shares
      in the Company shall be transferred by a written instrument of transfer
      signed by the transferor and containing the name and address of the
      transferee.  The instrument of transfer shall also be signed by
      the transferee if registration as a holder of the shares imposes a
      liability to the Company on the transferee.  The instrument of
      transfer of a registered share shall be sent to the Company for
      registration.




4.2
            Subject
      to the Memorandum of Association, these Articles and to section 54(5) of
      the Act, the Company shall, on receipt of an instrument of transfer, enter
      the name of the transferee of the share in the register of members unless
      the directors resolve to refuse or delay the registration of the transfer
      for reasons that shall be specified in the resolution.  Where
      the directors pass such a resolution, the Company shall send to the
      transferor and the transferee a notice of the refusal or
      delay.   Notwithstanding anything contained in the
      Memorandum or Articles, the directors shall not decline to register any
      transfer of shares, nor may they suspend registration thereof where such
      transfer is:




(a)
            to
      any mortgagee or chargee whose interest has been noted on the register of
      members;




(b)
            by
      any such mortgagee or chargee, pursuant to the power of sale under its
      security; or




(c)
            by
      any such mortgagee or chargee in accordance with the terms of the relevant
      security document.




10




4.3
            The
      transfer of a registered share is effective when the name of the
      transferee is entered in the register of
  members.




5
            Mortgages
      of Shares and Charges over Shares




5.1
            Members
      may mortgage or create a charge or other form of security over their
      shares.




5.2
            The
      directors shall, at the written request of a member who has mortgaged or
      created a charge over his shares, enter in the register of members of the
      Company:




(a)
            a
      statement that such shares are mortgaged or
  charged;




(b)
            the
      name of the mortgagee or chargee (where such information has been stated
      by the member); and




(c)
            the
      date on which the statement and name are entered in the register of
      members.




6
            Transmission
      of Shares




6.1
            Subject
      to sections 52(2) and 53 of the Act, 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 recognised by the Company as
      having any title to his share, save that and only in the event of death,
      incompetence or bankruptcy of any member or members of the Company as a
      consequence of which the Company no longer has any directors or members,
      then upon the production of any documentation which is reasonable evidence
      of the applicant being entitled to:




(a)
            a
      grant of probate of the deceased's will, or grant of letters of
      administration of the deceased's estate, or confirmation of the
      appointment as executor or administrator (as the case may be, or analogous
      position in the relevant jurisdiction), of a deceased member's
      estate;




(b)
            the
      appointment of a guardian (or analogous position in the relevant
      jurisdiction) of an incompetent
member;




(c)
            the
      appointment as trustee (or analogous position in the relevant
      jurisdiction) of a bankrupt member;
or




(d)
            upon
      production of any other reasonable evidence of the applicant's beneficial
      ownership of, or entitlement to the
shares,




to
      the Company's registered agent in the British Virgin Islands together with
      (if so requested by the registered agent) a notarised copy of the share
      certificate(s) of the deceased, incompetent or bankrupt member, an
      indemnity in favour of the registered agent and/or appropriate legal
      advice in respect of any document issued by a foreign court, then the
      administrator, executor, guardian or trustee in bankruptcy (as the case
      may be) notwithstanding that their name has not been entered in the share
      register of the Company, may by written resolution of the applicant,
      endorsed with written approval by the registered agent, be appointed a
      director of the Company and/or entered in the share register as the legal
      and/or beneficial owner of the
shares.




11




6.2
            Without
      limiting the foregoing, the production to the Company of any document
      which is reasonable evidence of:




(a)
            a
      grant of probate of the will, or grant of letters of administration of the
      estate, or confirmation of the appointment as executor (or analogous
      position in the relevant jurisdiction), of a deceased
    member;




(b)
            the
      appointment of a guardian (or analogous position in the relevant
      jurisdiction) of an incompetent
member;




(c)
            the
      trustee (or analogous position in the relevant jurisdiction) of a bankrupt
      member; or




(d)
            the
      applicant's legal and/or beneficial ownership of the
    shares,




shall be
accepted by the Company even if the deceased, incompetent member or bankrupt
member is resident and/or domiciled outside the British Virgin Islands if the
document is issued by a foreign court which had competent jurisdiction in the
matter.  For the purposes 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, trustee in bankruptcy or
the applicant.




6.3
            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.




6.4
            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.




6.5
            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.




12




7
            Acquisition
      of Own Shares




7.1
            Subject
      to Article 27 of these Articles, the directors may, on behalf of the
      Company, purchase, redeem or otherwise acquire any of the Company's own
      shares for such consideration as the directors consider fit, and either
      cancel or hold such shares as treasury shares.  Shares may be
      purchased or otherwise acquired in exchange for newly issued shares in the
      Company.




7.2
            The
      directors shall not, unless permitted pursuant to the Act, purchase,
      redeem or otherwise acquire any of the Company's own shares unless
      immediately after such purchase, redemption or other
      acquisition:




(a)
            the
      value of the Company's assets exceeds it liabilities;
  and




(b)
            the
      Company is able to pay its debts as they fall
  due.




7.3
            Sections
      60 and 61 of the Act shall not apply to the
  Company.




8
            Treasury
      Shares




8.1
            Shares
      may only be held as treasury shares by the Company to the extent that the
      number of treasury shares does not exceed 50% of the shares of that class
      previously issued by the Company, excluding shares that have been
      cancelled.




8.2
            The
      directors may dispose of any shares held as treasury shares on such terms
      and conditions as they may from time to time
  determine.




9
            Notice
      of Meetings of Members




9.1
            The
      directors 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, and they shall
      convene such a meeting upon the written request of members entitled to
      exercise at least thirty (30) percent of the voting rights in respect of
      the matter for which the meeting is requested. Meetings of members shall
      take place at least annually (the “Annual
      Meeting”).




9.2
            Not
      less than seven (7) days' notice specifying at least the place, the day
      and the hour of the meeting and general nature of the business to be
      conducted shall be given in the manner hereinafter mentioned to such
      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.  Notwithstanding the foregoing, a meeting of members
      held in contravention of the requirement to give notice is valid if
      members holding a ninety (90) percent majority
  of:




(a)
            the
      total voting rights on all the matters to be considered at the meeting;
      or




13




(b)
            the
      votes of each class or series of shares where members are entitled to vote
      thereon as a class or series together with an absolute majority of the
      remaining votes,




have
waived notice of the meeting and, for this purpose, the presence of a member at
the meeting shall be deemed to constitute waiver on his part (unless such member
objects in writing before or at the meeting).




9.3
            The
      inadvertent failure of the directors to give notice of a meeting to a
      member or the fact that a member has not received a notice that has been
      properly given, shall not invalidate the
  meeting.




10
            Proceedings
      at Meetings of Members




10.1
            No
      business shall be transacted at any meeting of members unless a quorum of
      members is present at the time when the meeting proceeds to
      business.  A quorum shall consist of the holder or holders
      present in person or by proxy entitled to exercise at least fifty (50)
      percent of the voting rights of the shares of each class or series of
      shares entitled to vote as a class or series thereon and the same
      proportion of the votes of the remaining shares entitled to vote
      thereon.




10.2
            A
      member of the Company shall be deemed to be present at a meeting of
      members if:




(a)
            he
      or his proxy participates by telephone or other electronic means;
      and




(b)
            all
      members and proxies participating in the meeting are able to hear each
      other.




10.3
            If,
      within half an hour from the time appointed for the meeting, a quorum is
      not present, the meeting shall be
dissolved.




10.4
            A
      member may attend a meeting of members personally or be represented by a
      proxy who may speak and vote on behalf of the
  member.




10.5
            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.  An instrument
      appointing a proxy shall be in such form as the Chairman of the meeting
      shall accept as properly evidencing the wishes of the member appointing
      the proxy, but must be in writing under the hand of the appointer unless
      the appointer is a corporation or other form of legal entity (other than
      one or more individuals holding as joint owner) in which case the
      instrument appointing a proxy shall be in writing under the hand of an
      individual duly authorised by such corporation or legal entity to execute
      the same.




10.6
            At
      every meeting the members present shall choose someone of their number to
      be the chairman (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 at the
      meeting shall preside as Chairman.




14




10.7
            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.




10.8
            At
      any meeting a resolution put to the vote of the meeting shall be decided
      on a show of hands by a simple majority of those members (or their duly
      appointed proxies) entitled to vote and voting on the resolution, unless a
      poll is (before or on the declaration of the result of the show of hands)
      demanded:




(a)
            by
      the Chairman; or




(b)
            by
      any member present in person or by proxy and holding not less than one
      tenth of the total voting shares issued by the Company and having the
      right to vote on such resolution.




10.9
            Unless
      a poll be so demanded, a declaration by the Chairman that a resolution
      has, on a show of hands been carried, and an entry to that effect in the
      book containing the minutes of the proceedings of the Company, shall be
      sufficient evidence of the fact, without proof of the number or proportion
      of the votes recorded in favour of or against such
    resolution.




10.10
            If
      a poll is duly demanded it shall be taken in such manner as the Chairman
      directs, and the result of the poll shall be deemed to be the resolution
      of the meeting at which the poll was demanded.  The demand for a
      poll may be withdrawn, at the discretion of the
  Chairman.




10.11
            On
      a poll, every holder of a voting share present in person or by proxy shall
      have one vote for every voting share of which he is the holder which
      confers the right to a vote on the
resolution.




10.12
            In
      the case of an equality of votes, whether on a show of hands or on a poll,
      the Chairman of the meeting at which the show of hands takes place, or at
      which the poll is demanded, shall be entitled to a second or casting
      vote.




10.13
            Subject
      to the Memorandum or these Articles, an action that may be taken by
      members of the Company at a meeting of members may also be taken by
      Written Resolution.




10.14
            If
      a committee is appointed for any member who is of unsound mind, that
      member may vote by such committee.




11
            Jointly
      Held Shares




11.1
            Where
      shares are registered in the names of joint
  owners:




(a)
            each
      registered owner may be present in person or by proxy at a meeting of
      members and may speak as a member;




15




(b)
            if
      only one of them is present in person or by proxy, he may vote on behalf
      of all of them; and




(c)
            if
      two or more are present in person or by proxy, they must vote as
      one.  If more than one joint owner votes in person or by proxy
      at any meeting of members or by Written Resolution, the vote of the joint
      owner whose name appears first among such voting joint holders in the
      share register shall alone be
counted.




12
            Corporations
      Acting by Representatives at
Meetings




12.1
            Any
      corporation or other form of corporate legal entity which is a member of
      the Company may by resolution of its directors or other governing body
      authorise such person as it thinks fit to act as its representative at any
      meeting of the members or any class of members of the Company, and the
      person so authorised shall be entitled to exercise the same powers on
      behalf of the corporation which he represents as that corporation could
      exercise if it were an individual member of the
  Company.




13
            Appointment
      and Removal of Directors




13.1
            The
      first director or directors shall be appointed by the registered agent of
      the Company.  Thereafter, the directors shall be appointed as
      follows:




(a)
            subject
      to the provisions of Article 27, any existing director(s) shall be
      designated as a Class C Director for a term expiring at the Company's
      third Annual Meeting of Members. The Class C director shall then appoint
      additional Class A, Class B and Class C directors, as necessary. The
      directors in Class A shall be elected for a term expiring at the first
      Annual Meeting of Members, the directors in Class B shall be elected for a
      term expiring at the second Annual Meeting of Members and the directors in
      Class C shall be elected for a term expiring at the third Annual Meeting
      of Members. Commencing at the first Annual Meeting of Members, and at each
      annual meeting thereafter, directors elected to succeed those directors
      whose terms expire shall be elected for a term of office to expire at the
      third succeeding annual meeting of members after their election. Except as
      the Act may otherwise require, in the interim between annual meetings of
      members or special meetings of members called for the election of
      directors and/or the removal of one or more directors and the filling of
      any vacancy in that connection, newly created directorships and any
      vacancies in the board of directors, including unfilled vacancies
      resulting from the removal of directors for cause, may be filled by the
      vote of a majority of the remaining directors then in office, although
      less than a quorum, or by the sole remaining
  director;




(b)
            all
      directors shall hold office until the expiration of their respective terms
      of office and until their successors shall have been elected and
      qualified. A director elected to fill a vacancy resulting from the death,
      resignation or removal of a director shall serve for the remainder of the
      full term of the director whose death, resignation or removal shall have
      created such vacancy and until his successor shall have been elected and
      qualified; and




16




(c)
            following
      the consummation of a Business Combination the provisions contained in
      Article 13.1(a) and (b) above shall terminate and the directors shall be
      appointed and removed by resolution of directors or resolution of members
      for such terms as the directors or members may so
      determine.  Sections 114(2) and 114(3) of the Act shall not
      apply to the Company.




13.2
            Except
      as the Act may otherwise require, newly created directorships and any
      vacancies in the board of directors, including unfilled vacancies
      resulting from the removal of directors for cause, may be filled by the
      vote of a majority of the remaining directors then in office, although
      less than a quorum (as defined in these Articles), or by the sole
      remaining director.




13.3
            A
      director elected to fill a vacancy resulting from the death, resignation
      or removal of a director shall serve for the remainder of the full term of
      the director whose death, resignation or removal shall have created such
      vacancy and until his successor shall have been elected and
      qualified.




13.4
            A
      person shall not be appointed as a director of the Company unless he has
      consented in writing to be a
director.




13.5
            Each
      director holds office until:




(a)
            his
      disqualification to act as a director under section 111 of the Act (on
      which his office as director shall be automatically terminated if he has
      not resigned in accordance with section 115(2) of the
  Act);




(b)
            his
      death;




(c)
            his
      resignation; or




(d)
            the
      effective date of his removal by Resolution of Directors or Resolution of
      Members.




13.6
            The
      following are disqualified for appointment as the director of the
      Company:




(a)
            an
      individual who is under 18 years of
age;




(b)
            a
      person who is a disqualified person within the meaning of section 260(4)
      of the Insolvency Act, 2003;




(c)
            a
      person who is a restricted person within the meaning of section 409 of the
      Insolvency Act, 2003; and




(d)
            an
      undischarged bankrupt.




17




13.7
            A
      director shall not require a share qualification, but nevertheless shall
      be entitled to attend and speak at any meeting of the directors and
      meeting of the members and at any separate meeting of the holders of any
      class of shares in the Company.




13.8
            The
      remuneration of directors (whether by way of salary, commission,
      participation in profits or otherwise) in respect of services rendered or
      to be rendered in any capacity to the Company (including to any company in
      which the Company may be interested) shall be fixed by Resolution of
      Directors or Resolution of Members.  The directors may also be
      paid such travelling, hotel and other expenses properly incurred by them
      in attending and returning from meetings of the directors, or any
      committee of the directors or meetings of the members, or in connection
      with the business of the Company as shall be approved by Resolution of
      Directors or Resolution of Members.




14
            Alternate
      and Reserve Directors




14.1
            A
      director, by written instrument deposited at the registered office of the
      Company, may from time to time appoint another director or another person
      to be his alternate.  Every such alternate shall be entitled to
      be given notice of meetings of the directors and to attend and vote as a
      director at any such meeting at which the director appointing him is not
      personally present (and to vote on a Written Resolution) and generally at
      such meeting (or in connection with such Written Resolution) to have and
      exercise all the powers, rights, duties and authorities of the director
      appointing him.  Every such alternate shall be deemed to be an
      officer of the Company and shall not be deemed to be an agent of the
      director appointing him.  Unless stated otherwise in the notice
      of the appointment of the alternate, if undue delay or difficulty would be
      occasioned by giving notice to a director of a resolution of which his
      approval is sought in accordance with these Articles his alternate (if
      any) shall be entitled to signify approval of the same on behalf of that
      director.  The remuneration of an alternate shall be payable out
      of the remuneration payable to the director appointing him, as agreed
      between such alternate and the director appointing him.  A
      director, by writing under his hand deposited at the registered office of
      the Company, may at any time vary or revoke the appointment of an
      alternate appointed by him.  If a director shall die or cease to
      hold the office of director, the appointment of his alternate shall
      thereupon cease and terminate.




14.2
            Where
      the Company has only one member with voting rights who is an individual
      and that member is also the sole director of the Company (the"sole member/director"),
      that sole member/director may, by instrument in writing, nominate a person
      who is not disqualified from being a director of the Company under section
      111(1) of the Act as a reserve director of the Company to act in the place
      of the sole director in the event of his death.  A person shall
      not be nominated as a reserve director unless he has consented in writing
      to be nominated as a reserve director. The nomination of a person as a
      reserve director of the Company ceases to have effect
  if:




(a)
            before
      the death of the sole member/director who nominated
  him:




(i)
            he
      resigns as reserve director, or




(ii)
            the
      sole member/director revokes the nomination in writing;
  or




18




(b)
            the
      sole member/director who nominated him ceases to be the sole
      member/director of the company for any reason other than his
      death.




15
            Duties
      of Directors and Conflicts of
Interests




15.1
            A
      director of the Company, in exercising his powers or performing his
      duties,shall
      act honestly and in good faith and in what the director believes to be in
      the best interests of the Company.




15.2
            Notwithstanding
      the foregoing Article, if the Company is a wholly-owned subsidiary, a
      director of the Company may, when exercising powers or performing duties
      as a director, act in a manner which he believes is in the best interests
      of that Company’s holding company (as defined in the Act) even though it
      may not be in the best interests of the
Company.




15.3
            A
      director shall exercise his powers as a director for a proper purpose and
      shall not act, or agree to the Company acting, in a manner that
      contravenes the Act or the Memorandum or
  Articles.




15.4
            A
      director, when exercising powers or performing duties as a director, shall
      exercise the care, diligence, and skill that a reasonable director would
      exercise in the same circumstances taking into account,but
      without limitation:




(a)
            the
      nature of the Company;




(b)
            the
      nature of the decision; and




(c)
            the
      position of the director and the nature of the responsibilities undertaken
      by him.




15.5
            A
      director of the Company, when exercising his powers or performing his
      duties as a director, is entitled to rely upon the register of members and
      upon books, records, financial statements and other information prepared
      or supplied, and on professional or expert advice given,
    by:




(a)
            an
      employee of the Company whom the director believes on reasonable grounds
      to be reliable and competent in relation to the matters
      concerned;




(b)
            a
      professional adviser or expert in relation to matters which the director
      believes on reasonable grounds to be within the person’s professional or
      expert competence; and




(c)
            any
      other director, or committee of directors upon which the director did not
      serve, in relation to matters within the director’s or committee’s
      designated authority,




provided
that the director:




(d)
            acts
      in good faith;




19




(e)
            makes
      proper inquiry where the need for the inquiry is indicated by the
      circumstances; and




(f)
            has
      no knowledge that his reliance on the register of members or the books,
      records, financial statements and other information or expert advice is
      not warranted.




15.6
            A
      director may hold any other office or position of profit under the Company
      (except that of auditor) in conjunction with his office of director, and
      may act in a professional capacity to the Company on such terms as to
      remuneration and otherwise as the directors shall
  approve.




15.7
            A
      director may be or become a director or officer of, or otherwise be
      interested in any company promoted by the Company, or in which the Company
      may be interested, as a member or otherwise and no such director shall be
      accountable for any remuneration or other benefits received by him as
      director or officer or from his interest in such other
      company.  The directors may also exercise the voting powers
      conferred by the shares in any other company held or owned by the Company
      in such manner in all respects as they think fit, including the exercise
      thereof in favour of any resolutions appointing them, or of their number,
      directors or officers of such other company, or voting or providing for
      the payment of remuneration to the directors or officers of such other
      company.  A director may vote in favour of the exercise of such
      voting rights in the manner aforesaid notwithstanding that he may be, or
      be about to become, a director or officer of such other company, and as
      such in any other manner is, or may be, interested in the exercise of such
      voting rights in the manner
aforesaid.




15.8
            No
      director shall be disqualified by his office from contracting with the
      Company either as a buyer, seller or otherwise, nor shall any such
      contract or arrangement entered into by or on behalf of the Company in
      which any director shall be in any way interested be voided, nor shall any
      director so contracting or being so interested be liable to account to the
      Company for any profit realised by any such contract or arrangement, by
      reason of such director holding that office or by reason of the fiduciary
      relationship thereby established, provided such director shall,
      immediately after becoming aware of the fact that he is interested in a
      transaction entered into or to be entered into by the Company, disclose
      such interest to the board of directors.  For the purposes of
      this Article:




(a)
            A
      director of the Company is not required to make such a disclosure
      if:




(i)
            the
      transaction or proposed transaction is between the director and the
      Company; and




(ii)
            the
      transaction or proposed transaction is or is to be entered into in the
      ordinary course of the Company's business and on usual terms and
      conditions.




(b)
            A
      disclosure to the board to the effect that a director is a member,
      director, officer or trustee of another named company or other person and
      is to be regarded as interested in any transaction which may, after the
      date of the entry or disclosure, be entered into with that company or
      person, is a sufficient disclosure of interest in relation to that
      transaction.  Such a disclosure is not made to the board unless
      it is made or brought to the attention of every director on the
      board.




20




(c)
            Subject
      to section 125(1) of the Act, the failure by a director to comply with
      this Article does not affect the validity of a transaction entered into by
      the director or the Company.




15.9
            A
      director of the Company who is interested in a transaction entered into or
      to be entered into by the Company
may:




(a)
            vote
      on a matter relating to the
transaction;




(b)
            attend
      a meeting of directors at which a matter relating to the transaction
      arises and be included among the directors present at the meeting for the
      purposes of a quorum; and




(c)
            sign
      a document on behalf of the Company, or do any other thing in his capacity
      as a director, that relates to the
transaction.




16
            Powers
      of Directors




16.1
            The
      business 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 necessary for managing and for directing and supervising, the
      business and affairs of the Company as are not by the Act or by the
      Memorandum or these Articles required to be exercised by the members,
      subject to any delegation of such powers as may be authorised by these
      Articles and permitted by the Act and to such requirements as may be
      prescribed by Resolution of the Members, but no requirement made by
      Resolution of the 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.




16.2
            If
      the number of directors shall have been fixed at two or more persons and
      by reason of vacancies having occurred in the board of directors there
      shall be only one continuing director, he shall be authorised to act alone
      only for the purpose of appointing another
  director.




17
            Delegation
      by the Board to Directors, Committees, Officers, Attorneys and
      Agents




17.1
            The
      board of directors may entrust to and confer upon any director or officer
      any of the powers exercisable by it upon such terms and conditions and
      with such restrictions as it thinks fit, and either collaterally with, or
      to the exclusion of, its own powers, and may from time to time revoke,
      withdraw, alter or vary all or any of such powers.  Subject to
      the provisions of section 110 of the Act, the directors may delegate any
      of their powers to committees consisting of such member or members of
      their body as they think fit.  Any committees so formed shall in
      the exercise of powers so delegated conform to any regulations that may be
      imposed on it by the directors or the provisions of the
    Act.




17.2
            The
      directors have no power to delegate the following powers to a committee of
      directors:




(a)
            to
      amend the Memorandum or Articles;




21




(b)
            to
      designate committees of directors;




(c)
            to
      delegate powers to a committee of directors; (This and the preceding
      sub-Article do not prevent a committee of directors, where authorised by
      the directors, from appointing a sub-committee and delegating powers
      exercisable by the committee to the
  sub-committee);




(d)
            to
      appoint or remove directors;




(e)
            to
      appoint or remove an agent;




(f)
            to
      approve a plan or merger, consolidation or
  arrangement;




(g)
            to
      make a declaration of solvency for the purposes of section 198(1)(a) of
      the Act or approve a liquidation plan;
or




(h)
            to
      make a determination under section 57(1) of the Act that the Company will,
      immediately after a proposed distribution, satisfy the solvency
      test.




17.3
            Where
      the directors of the Company delegate their powers to a committee of
      directors, they remain responsible for the exercise of that power by the
      committee, unless they believed on reasonable grounds that at all times
      before the exercise of the power that the committee would exercise the
      power in conformity with the duties imposed on directors of the Company by
      the Act.




17.4
            The
      directors of the Company may, by Resolution of Directors, appoint officers
      of the Company at such times as shall be considered necessary or
      expedient.  The officers shall perform such duties as shall be
      prescribed at the time of their appointment subject to any modifications
      in such duties as may be prescribed by the directors
      thereafter.




17.5
            Any
      person may hold more than one office and no officer need be a director or
      member of the Company.  The officers shall remain in office
      until removed from office by the directors, whether or not a successor is
      appointed.




17.6
            Any
      officer who is a body corporate may appoint any person as its duly
      authorised representative for the purpose of representing it and of
      transacting any of the business of the
officers.




17.7
            The
      directors may from time to time by power of attorney appoint any company,
      firm or person or body of persons to be the attorney or attorneys of the
      Company for such purposes and with such powers, authorities and
      discretions (not exceeding those vested in or exercisable by the directors
      under these Articles) and for such period and subject to such conditions
      as the directors think fit.




17.8
            The
      directors may appoint any person, including a person who is a director, to
      be an agent of the company.  An agent of the Company has such
      powers and authority of the directors, including the power and authority
      to affix the common seal of the Company, as are set forth in the
      Resolution of Directors appointing the agent, except that no agent has any
      power or authority with respect to the
  following:




22




(a)
            to
      amend the Memorandum or Articles;




(b)
            to
      change the registered office or registered
  agent;




(c)
            to
      designate committees of directors;




(d)
            to
      delegate powers to a committee of
directors;




(e)
            to
      appoint or remove directors;




(f)
            to
      appoint or remove an agent;




(g)
            to
      fix emoluments of directors;




(h)
            to
      approve a plan of merger, consolidation or
  arrangement;




(i)
            to
      make a declaration of solvency for the purposes of section 198(1)(a) of
      the Act or to approve a liquidation
plan;




(j)
            to
      make a determination under section 57(1) of the Act that the Company will,
      immediately after a proposed distribution, satisfy the solvency test as
      stipulated in section 56 of the Act;
or




(k)
            to
      authorise the Company to continue as a company incorporated under the laws
      of a jurisdiction outside the British Virgin
  Islands.




17.9
            Where
      the directors appoint any person to be an agent of the Company, they may
      authorise 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.




17.10
            The
      directors may at any time remove an agent and may revoke or vary a power
      conferred on him.




18
            Proceedings
      of Directors




18.1
            The
      directors may meet together for the dispatch of business, adjourn and
      otherwise regulate their meetings as they think fit.  The
      meetings of the board of directors and any committee thereof shall be held
      at such place or places (within or outside the British Virgin Islands) as
      the directors shall decide.




23




18.2
            A
      director may at any time summon a meeting of the directors.  A
      director shall be given not less than three (3) business days' (being full
      business days in the place of the director's residence) notice of a
      meeting of the directors, save that a meeting of directors held on less
      notice is valid if a majority of the directors entitled to vote at the
      meeting have waived the notice of the meeting; and, for this purpose, the
      presence of a director at the meeting shall be deemed to constitute waiver
      on his part (unless he objects in writing before or at the
      meeting).




18.3
            The
      inadvertent failure to give notice of a meeting to a director, or the fact
      that a director has not received the notice shall not invalidate the
      meeting.




18.4
            Any
      director who is a body corporate may appoint any person its duly
      authorised representative for the purpose of representing it at meetings
      of the directors and of transacting any of the business of the
      directors.




18.5
            A
      meeting of the directors is duly constituted for all purposes if at the
      commencement of the meeting there are present in person or by alternate
      not less than one-third of the total number of directors with a minimum of
      two (2).




18.6
            If
      within half an hour from the time appointed for the meeting a quorum is
      not present, the meeting shall be
dissolved.




18.7
            A
      director of the Company shall be deemed to be present at a meeting of the
      board if:




(a)
            he
      or his alternate participates by telephone or other electronic means;
      and




(b)
            all
      directors and alternates participating in the meeting are able to hear
      each other.




18.8
            The
      directors may elect a chairman (the "Chairman of the Board")
      of their meeting and determine the period for which he is to hold
      office.  If no such Chairman of the Board is elected, or if at
      any meeting the Chairman of the Board is not present at the time appointed
      for holding the meeting, the directors present may choose one of their
      number to be Chairman of the Board for the meeting.  If the
      directors are unable to choose a Chairman of the Board, for any reason,
      then the longest serving director present at the meeting shall preside as
      the Chairman of the Board.




18.9
            Questions
      arising at any meeting of directors shall be decided by a majority of
      votes.  In case of an equality in votes the Chairman of the
      Board shall have a second or casting
vote.




18.10
            A
      resolution approved by a majority of the directors for the time being
      entitled to receive notice of a meeting of the directors or of a committee
      of the directors and taking the form of a Written Resolution shall be as
      valid and effectual as if it had been passed at a meeting of the directors
      or of such committee duly convened and held, without the need for any
      notice.




18.11
            If
      the Company shall have only one director, the foregoing provisions for
      meetings of the directors shall not apply but such sole director shall
      have full power to represent and act for the Company in all matters and in
      lieu of minutes of a meeting shall record in writing and sign a note of
      memorandum of all matters requiring a resolution of the
      directors.  Such note or memorandum shall constitute sufficient
      evidence of such resolution for all
purposes.




24




19
            Indemnification
      and Insurance




19.1
            Subject
      to the provisions of the Act and the subsequent provisions of this
      Article, 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 a 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 of the
Company;  or




(b)
            is
      or was, at the request of the Company, serving as a director of, or in any
      other capacity is or was acting for, another company or a partnership,
      joint venture, trust or other
enterprise.




19.2
            This
      Article applies only to a person who has acted honestly and in good faith
      and in what he believed to be 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. The Company shall not indemnify a
      person who has not so acted, and any indemnity given to such a person is
      void and of no effect. A director acts in the best interests of the
      Company if he acts in the best interests
of:




(a)
            the
      Company’s holding company; or




(b)
            a
      shareholder or shareholders of the
Company;




in either
case, in the circumstances specified in the sub-Articles below, as the case may
be:




19.3
            The
      termination of any proceedings by any judgement, order, settlement,
      conviction or the entering of a nolle prosequi 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.




19.4
            Expenses,
      including legal fees, incurred by a director in defending any legal,
      administrative or investigative proceedings may be paid by the Company in
      advance of the final disposition of such proceedings upon receipt of an
      undertaking by or on behalf of the director to repay the amount if it
      shall ultimately be determined that the director is not entitled to be
      indemnified by the Company in accordance with this
  Article.




19.5
            Expenses,
      including legal fees, incurred by a former director in defending any
      legal, administrative or investigative proceedings may be paid by the
      Company in advance of the final disposition of such proceedings upon
      receipt of an undertaking by or on behalf of the former director to repay
      the amount if it shall ultimately be determined that the former director
      is not entitled to be indemnified by the Company in accordance with this
      Article and upon such other terms and conditions, if any, as the Company
      deems appropriate.




25




19.6
            The
      indemnification and advancement of expenses provided by, or granted
      pursuant to, this Article is not exclusive of any other rights to which
      the person seeking indemnification or advancement of expenses may be
      entitled under any agreement, resolution of members, resolution of
      disinterested directors or otherwise, both as to acting in the person’s
      official capacity and as to acting in another capacity while serving as a
      director of the Company.




19.7
            The
      Company may purchase and maintain insurance in relation to any person who
      is or was a director of the Company, or who at the request of the Company
      is or was serving as a director of, or in any other capacity is or was
      acting for, another body corporate 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
      under the foregoing Article.




20
            Company
      Seal and Entry into Contracts and
Deeds




20.1
            The
      directors shall provide for the safe custody of the common seal of the
      Company.  The common seal when affixed to any instrument (save
      for a share certificate in accordance with these Articles) shall be
      witnessed by a director or officer of the Company or any other person so
      authorised from time to time by the
directors.




20.2
            A
      contract may be entered into by the Company as
  follows:




(a)
            a
      contract that, if entered into by an individual, would be required by law
      to be in writing and under seal, may be entered into by or on behalf of
      the Company in writing under the common seal of the Company, or executed
      by or on behalf of the Company by a director or an authorised agent of the
      Company, and may be varied or discharged in the same
    manner;




(b)
            a
      contract that, if entered into by an individual, would be required by law
      to be in writing and signed, may be entered into by or on behalf of the
      Company in writing and signed by a person acting under the express or
      implied authority of the company, and may be varied or discharged in the
      same manner; and




(c)
            a
      contract that, if entered into by an individual, would be valid although
      entered into orally, and not reduced to writing, may be entered into
      orally by or on behalf of the Company by a person acting under the express
      or implied authority of the Company, and may be varied or discharged in
      the same manner.




20.3
            Notwithstanding
      the foregoing Article, an instrument is validly executed by the Company as
      a deed, or an instrument under seal, if it is
  either:




26




(a)
            sealed
      with the common seal of the Company and witnessed by a director of the
      Company and/or such other person who is authorised by the Memorandum or
      Articles to witness the application of the Company’s seal;
    or




(b)
            expressed
      to be, or is expressed to be executed as, or otherwise makes clear on its
      face that it is intended to be, a deed and it is signed by a director
      and/or by a person acting under the express or implied authority of the
      Company.




21
            Distributions




21.1
            Subject
      to the provisions of the Act, the directors of a Company may, by
      Resolution of Directors, authorise a distribution by the Company at a
      time, and of an amount, and to any members they think fit if they are
      satisfied, on reasonable grounds that, immediately after the distribution,
      the value of the Company's assets will exceed the Company's liabilities
      and the Company is able to pay its debts as they fall
  due.




21.2
            No
      distribution shall be paid on those shares which are held by the Company
      as treasury shares at the date of declaration of the
      distribution.




21.3
            The
      directors may, before recommending any distribution, set aside out of the
      profits of the Company such sums as they think proper as a reserve or
      reserves which shall, at their discretion, either be employed in the
      business of the Company or be invested in such investments as the
      directors may from time to time think
fit.




21.4
            If
      several persons are registered as joint holders of any share, any of them
      may give effectual receipt for any distribution or other monies payable on
      or in respect of the share.




21.5
            Notice
      of any distribution that may have been declared shall be given to each
      member in manner hereinafter mentioned and all distributions unclaimed for
      three years after having been declared may be forfeited by the directors
      for the benefit of the Company.




21.6
            No
      distribution shall bear interest against the
  Company.




22
            Company
      Records




22.1
            The
      Company shall keep records that:




(a)
            are
      sufficient to show and explain the Company's transactions;
    and




(b)
            will,
      at any time, enable the financial position of the Company to be determined
      with reasonable accuracy.




22.2
            The
      Company shall keep the following records at the office of its registered
      agent or at such other place or places, within or outside the British
      Virgin Islands, as the directors may
determine:




27




(a)
            minutes
      of all meetings and all resolutions of members and of classes of members;
      and




(b)
            minutes
      of all meetings and all resolutions of directors and committees of
      directors.




22.3
            Where
      any such records are kept at a place other than at the office of the
      Company’s registered agent, the Company shall provide the registered agent
      with a written record of the physical address of the place or places at
      which the records are kept.  Where the place at which any such
      records is changed, the Company shall provide the registered agent with
      the physical address of the new location of the records within fourteen
      days of the change of location.




22.4
            The
      Company shall keep a register to be known as a register of directors
      containing the names and addresses of the persons who are directors of the
      Company, the date on which each person whose name is entered in the
      register was appointed as a director of the Company, the date on which
      each person named as a director ceased to be a director of the Company,
      and such other information as may be prescribed from time to time by
      law.




22.5
            The
      Company shall maintain an accurate and complete register of members
      showing the full names and addresses of all persons holding registered
      shares in the Company, the number of each class and series of registered
      shares held by such person, the date on which the name of each member was
      entered in the register of members and where applicable, the date such
      person ceased to hold any registered shares in the
  Company.




22.6
            The
      Company shall keep the following at the office of its registered
      agent:




(a)
            the
      Memorandum and Articles of the
Company;




(b)
            the
      register of members maintained in accordance with these Articles or a copy
      of the register of members;




(c)
            the
      register of directors maintained in accordance with these Articles or a
      copy of the register of directors;




(d)
            copies
      of all notices and other documents filed by the Company in the previous
      ten years;




(e)
            a
      copy of the register of charges kept by the Company pursuant to section
      162(1) of the Act; and




(f)
            an
      imprint of the common seal.




22.7
            Where
      the Company keeps a copy of the register of members or the register of
      directors at the office of its registered agent, it
  shall:




(a)
            within
      15 days of any change in the register, notify the registered agent,
      in   writing, of the change;
and




28




(b)
            provide
      the registered agent with a  written record of the physical
      address of the place or places at which the original register of members
      or the original register of directors is
kept.




(c)
            Where
      the place at which the original register of members or the original
      register of directors is changed, the Company shall provide the registered
      agent with the physical address of the new location of the records within
      14 days of the change of location.




22.8
            The
      records, documents and registers required by these Articles shall be open
      to the inspection of the directors at all
times.




22.9
            The
      directors shall from time to time determine whether and to what extent and
      at what times and places and under what conditions the records, documents
      and registers of the Company or any of them shall be open to the
      inspection of members not being directors, and no member (not being a
      director) shall have any right to inspect any records, documents or
      registers of the Company except as conferred by the Act or authorised by a
      Resolution of Directors.




23
            Audit




23.1
            The
      directors may by a Resolution of Directors call for the accounts of the
      Company to be examined by an auditor or auditors to be appointed by them
      at such remuneration as may from time to time be
  agreed.




23.2
            The
      auditor may be a member of the Company but no director or officer shall be
      eligible during his continuance in
office.




23.3
            Every
      auditor of the Company shall have a right of access at all times to the
      books of accounts of the Company, and shall be entitled to require from
      the officers of the Company such information and explanations as he thinks
      necessary for the performance of his
duties.




23.4
            The
      report of the auditor shall be annexed to the accounts upon which he
      reports, and the auditor shall be entitled to receive notice of, and to
      attend, any meeting at which the Company's audited profit and loss account
      and/or balance sheet is to be
presented.




24
            Notices




24.1
            Any
      notice, information or written statement required to be given to members
      shall be served by mail (air-mail service if available) addressed to each
      member at the address shown in the share
  register.




24.2
            All
      notices directed to be given to the members shall, with respect to any
      registered shares to which persons are jointly entitled, be given to
      whichever of such persons is named first in the share register, and notice
      so given shall be sufficient notice to all the holders of such
      shares.




29




24.3
            Any
      notice, if served by post, shall be deemed to have been served within ten
      days of posting, and in proving such service it shall be sufficient to
      prove that the letter containing the notice was properly addressed and
      mailed with the postage prepaid.




25
            Continuation




25.1
            The
      Company may, by a Resolution of Directors or by a Resolution of Members,
      continue as a company incorporated under the laws of a jurisdiction
      outside the British Virgin Islands in the manner provided under those
      laws.




26
            Winding
      Up




26.1
            The
      Company may be voluntarily liquidated under Part XII of the Act if it has
      no liabilities and it is able to pay its debts as they become
      due.  A liquidator may, subject to the terms of the Act, be
      appointed by a Resolution of Directors or by a Resolution of
      Members.




26.2
            If
      the Company shall be wound up, the liquidator may, in accordance with a
      Resolution of Members, divide amongst the members in specie or in kind the
      whole or any part of the assets of the Company (whether they shall consist
      of property of the same kind or not) and may for such purpose set such
      value as he deems fair upon any such property to be divided as aforesaid
      and may determine how such division shall be carried out as between the
      members or different classes of members.  The liquidator may
      vest the whole or any part of such assets in trustees upon such trust for
      the benefit of the contributors as the liquidator shall think fit, but so
      that no member shall be compelled to accept any shares or other securities
      whereon there is any liability.




27
            Business
      Combination




27.1
            This
      Article 27 and, for the avoidance of doubt, the provisions contained in
      Articles 27.1 through 27.5 and Article 13.1(a) and (b) shall terminate
      upon the consummation of any "Business Combination," and may not be
      amended during the "Target Business Acquisition Period" without the
      affirmative vote of at least 95% of the holders of IPO Shares (defined
      below).  A "Business Combination" shall mean the acquisition by
      the Company, whether by merger, share capital exchange, asset or share
      acquisition or other similar type of transaction, of an operating business
      or businesses having collectively a fair market value of the Company's net
      assets at the time of the acquisition (provided that any acquisition of
      multiple operating businesses shall occur contemporaneously with one
      another) which (i) is located in the People's Republic of China, the Hong
      Kong Special Administrative Region or the Macau Special Administrative
      Region (collectively, "China"); (ii) has it principal operations located
      in China; or (iii) in the view of the board of directors of the Company,
      would benefit from establishing operations in China ("Target Business").
      The "Target Business Acquisition Period" shall mean the period commencing
      from the effectiveness of the registration statement filed in connection
      with the initial public offering ("IPO") of the Company’s parent
      corporation, 2020 ChinaCap Aquirco, Inc., a Delaware corporation
      (“ChinaCap”) up to and including the first to occur of (a) a Business
      Combination; or (b) the Termination Date.  The "Termination
      Date" shall mean the date that is twenty-four (24) months after the date
      on which the registration statement on Form S-1 filed with the Securities
      and Exchange Commission with respect to ChinCap's IPO (the "Registration
      Statement") becomes effective.




30




27.2
            Prior
      to the consummation of any Business Combination, the Company shall submit
      such Business Combination to its shareholders for approval regardless of
      whether the Business Combination is of a type which normally would require
      such shareholder approval under the Act. In the event that a majority of
      the IPO Shares (defined below) cast at the meeting to approve the Business
      Combination are voted for the approval of such Business Combination, the
      Company shall be authorized to consummate the Business Combination;
      provided that the Company shall not consummate any Business Combination if
      the holders of 30% or more of the IPO Shares exercise their redemption
      rights described in Article 27.3
below.




27.3
            In
      the event that a Business Combination is approved in accordance with the
      above Article 27.2 and is consummated by the Company, any shareholder of
      the Company holding Ordinary Shares in the IPO ("IPO Shares") who voted
      against the Business Combination may, contemporaneously with such vote,
      demand that the Company redeem his IPO Shares into cash. If so demanded,
      the Company shall, promptly after consummation of the Business
      Combination, redeem such shares into cash at a per share redemption price
      equal to the quotient determined by dividing (i) the amount in the Trust
      Account (as defined below), inclusive of any interest thereon, calculated
      as of two business days prior to the consummation of the Business
      Combination, by (ii) the total number of IPO Shares. "Trust Account" shall
      mean the trust account established by ChinaCap at the consummation of
      ChinaCap's IPO and into which a certain amount of the net proceeds of the
      IPO are deposited.




27.4
            In
      the event that the Company does not consummate a Business Combination
      prior to the Termination Date, the officers of the Company shall take all
      such action necessary to liquidate and dissolve the Company as soon as
      reasonably practicable. In the event that the Company is so wound-up and
      subsequently liquidated, only the holders of IPO Shares shall be entitled
      to receive pro rata liquidating distributions and the Company shall pay no
      liquidating distributions with respect to any other shares of the
      Company.




27.5
            A
      holder of IPO Shares shall be entitled to receive distributions from the
      Trust Account only in the event of a liquidation of the Company or in the
      event he demands redemption of his shares in accordance with Article 27.3
      above. In no other circumstances shall a holder of IPO Shares have any
      right or interest of any kind in or to the Trust
  Account.




31





We,
Maples Corporate Services (BVI) Limited of Kingston Chambers, PO Box 173, Road
Town, Tortola, British Virgin Islands in our capacity as registered agent for
the Company hereby apply to the Registrar for the incorporation of the Company
this 21st day of
April 2009.








Incorporator








(Sgd.)
      Clinton Hempel


_________________________________


Clinton
Hempel


Authorised
      Signatory


Maples
Corporate Services (BVI) Limited