Chiho Tiande : 【Documents available for inspection 002】Articles of Association of the Offeror

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( Chapter 622 of the Laws of I long Kong ), and that this company is

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COMPANIES REGISTRY

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CERTIFICATE OF INCORPORATION

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I hereby certify that

USUM Investment Group Hong Kong Limited

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ARTICLES OF ASSOCIATION

OF

USUM Investment Group Hong Kong Limited

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Incorporated the

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Ms Ada L L CHUNG

Regislrar of Companies

I long Kong Special Adminislraliv e Region

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Registration of a company name with the Companies Registry docs not confer any trade mark right s or any other intellectual property rights in respect of the company name or any part thereof.

THE COM PANIES ORDI NANCE (Chapter 622)

Private Company Li mited by Shares

ARTICLES OF ASSOCIATION

OF

USUM Investment Group Hong Kong Limited

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PRELIMINA RY

I . The name of the Company is

"lJSlJM Investment Group Hong Kong Limited

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1. The liability of the members is l imi ted.

   
   

2. The liability of the members is limited to any amount unpaid on the shares held by the members.

   
   

3. Capital and initial shareholdings (on the company's formation)

   
   

   (a)		The total number of ordinary shares that the Company proposes to issue	I
   (b)	The total amount of share capital to be subscribed by the Company's founder member(s)	HKDl.00
   (c) The amount to be paid up or to be regarded as paid up			HKD I.00
   (d) The amount to remain unpaid or to be regarded as remaining unpaid				NI L

   
   

4. The regulations in Schedule 2 to the Companies (Model Art icles) Not ice (Cap.622H) shall apply to the Company save in so far as they are hereby specifically excluded or are inconsistent with the Articles herein contained. ln particular, but wi thout in any way limit ing the generality of the foregoing, Articles 1 1, 12, 16, 21, 22, 23, 26, 28, 33, 39, 41 , 53, 56, 63, 64 and 81 shall not apply or are modified as hereinafter appearing.

   
   

   GENERAL M ANAGEMENT

   
   

5. The board of dircctor(s) shall be entrusted with the general management of the busi ness and the affairs of the Company, and shall have fu ll power to do all such acts and things and enter into such contracts and engagements on behalf of the company as t he director(s) may consider necessary or desirable and may also appoint and remove or suspend any officers, accountants, agents, servants and employees.

   
   

   TRANSFER OF SHARES

   
   

6. The directors may i n their absolute discretion refuse to register a t ransfer of any share. If the directors refuse to register a transfer they shall within two months after the date on which the transfer was lodged with the Company, send to the transferee notice of the refusal.

   
   

   GENERAL MEETINGS

   
   

7. (a) The quorum for the transaction of business at any General Meeting shall be two members present in person or by proxy. Notwithstanding any provision herein, if the Company has only one member, the decision of that member shall be taken by way of written resolution(s).

   
   

8. Meetings may be held in Hong Kong or at such other place or places in the world as the majority of the members in value shall from time to time by resolution determine.

   
   

9. A resol ution in writ ing signed by a ll of the members of the Company and aimexed or attached to the General Meetings Minute Book shall be as valid and effective as a resolution passed at a meeting duly convened. The signature of any member may be given by his Attorney or Proxy. Any such resolution may be contained in one document or separate copies prepared and/or circulated for the purpose and signed by one or more members.

   
   

   (cl) Where the Company has only one member and that member takes any decision that may be taken by the Company in General Meeting and that has effect as if agreed by the Company in General Meeting, he shall (unless that decision is taken by way of a resolution in wri ting duly signed by him) provide the Company with a written record of that decision within 7 days a fter the decision is made.

   
   

   DIRECTORS

   
   

10. Unless and unt il otherwise determined by an ordinary resolution of the Company, the mi ni mum number of director(s) shall be one and there shall be no maximum nu mber of directors.




I0. The first director(s) of the company is/are the person(s) named as the dircctor(s) in the Incorporation Form delivered to the Registrar of Companies.




1. A d irector need not hold any shares in the Company and is not subject to rotation or retirement at the annual general meet i ngs. A director who is not a member of the Company sha l l nevertheless be entitled to attend and speak at general meet ings.

   
   

2. (a) No director or intended director shall be disqualified from his office by contracting with the Company either as vendor, purchaser or otherwise, nor shall any such contract or any contract or arrangement entered into by or on behalf of the Company wi th any company or partnership of or i n which any d irector shall be a member or otherwise interested be capable on that account of being avoided, nor shall any director so contracti ng or being such a member or so interested be liable to account to the Company for any profit realised by any such contract or arrangement by reason only of such director holding that office or of the fiduciary relationsh ip thereby established . Provided always that each Director shall forthwith disclose the nature of his interest in any contract or arrangement in which he is interested as required by and subject to the provisions of the Ordinance.

   
   

   (b) Provided such disclosure is made as aforesaid, a Director shall be entitled to vote in respect of any contract or arrangement in which he is interested and to be counted in the quorum present at the meeting at which such contract or arrangement is considered.

   
   

   POWERS OF DIRECTORS

   
   

3. The directors, in addit ion to the powers and authorities expressly conferred upon them by these Art icles, may exercise all such powers and do all such acts as may be exercised or done by the Company in General Meeting subject nevertheless to the provisions of the Companies Ordinance, (Chapter 622), to these Articles, and to any regulations from t ime to time made by the Company in General Meeting, provided that no regulation so made shall invalidate any prior act of the directors wh ich would have been val id if such regulation had not been made.

   
   

4. Without prejudice to the general powers conferred by the last precedi ng Art icle and the other powers conferred by these Articles, it is hereby expressly declared that the directors shall have the following powers , that is to say, power :-

   
   

5. To pay the costs, charges and expenses preliminary and incidental to the promotion, fonnation, establishment and registration of the Company.

   
   

6. To purchase or otherwise acquire for the Company or sell or otherwise dispose of any property, right s and privileges which the Company is authorised to acquire at such price and generally on such terms and conditions as they shall think fi t.

   
   

7. To engage, dismiss, and fix the salaries or emoluments of the employees of the Company.




(cl) To instit ute, conduct, defend, compromise or abandon any legal proceedings by or against the Company or its officers, or otherwise concerning the affairs of the Company, and also to compound and allow time for payment or satisfact ion of any debts due to, and of any claims or demands by or against the Company.




(e) To refer any claims or demands by or against the Company to arbitration and observe and perform the awards.




(f) To make and give receipts, releases, and other discharges for money payable to the Company, and for claims and demands of the Company.




1. To invest, lend or otherwise deal with any of the moneys or property of the Company in such manner as they t hink fit and to vary or realise any such investment from time to time.

   
   

2. To arrange for banking facilities, on behalf of the Company, and to pledge, mortgage or hypothecate any of the property of the Company, if required.