Memorandum and Article of Association of The Alliance Economic Investment Co. Ltd.

Memorandum of Association. Clauses as follows-

1 Name

2 Situation of registered office in England

3 Objects (land investment and money-raising for house-purchase)

4 Limited Liability

5 £100,000 capital;

Articles of Association. Clauses as follows-

1 Companies Act, 1862 table A regulations not to apply

2 Any joint holder's receipt for shares effectual

3 Share certificates

4 Company will have a lien upon shares for payment of debt

5 A deceased shareholder's executors or administrators will be his successors in title

6 Entitlement of a bankrupt's or married woman's new husband to shares

7 Registration of share-transference instead of effecting entitlement under cl. 6

8 Format for share-transfer

9 Directors' consent needed for transfer

10 Evidence of title required before directors' consent given

11 Transfer books may be closed for fourteen days before an Annual General Meeting

12 By special resolution, the company may increase its capital

13 Fresh capital of equal value with the original

14 First General Meeting will be held within twelve months of the company's registration

15 Subsequent General Meetings will be held during Feb. or Mar

16 Cl. 15's meetings with be Ordinary General ones

17 Directors may call an Extraordinary General Meeting whenever they want

18 Holders of not less than one-fifth of all the shares may call an Extraordinary General Meeting

19 Shareholders may call their own meeting if the directors will not act for fourteen days after being notified of a desire that one be called

20 Seven days' notice of every General Meeting

21 General Meeting notice to specify time and agenda

22 Definition of ordinary and special business

23 Quorum of five for 20 shareholders, rising by one for every additional 20 shareholders up to a ceiling of a quorum of 20

24 General Meeting to be dissolved if it be inquorate half an hour after the scheduled starting time

25 Chairman of Board of Directors to chair General Meeting, by default successively another director or a shareholder

26 Only adjourned business may be discussed at an adjourned meeting

27 Chairman's declaration of a resolution sufficient unless not less than five shareholders demand in writing a poll

28 Chairman still responsible for conduct of such a poll

29 One vote per share

30 Voting allowed on behalf of legally incapacitated

31 First-named holder of a joint share enjoys its voting-right

32 Untransferred shares require ownership for two calendar months to entitle franchise

33 Proxy voting allowed for one month from appointment

34 Proxy must be a shareholder

35 Chairman enjoys casting vote

36 First directors named

37 Five directors the usual number, but from three to ten are allowed

38 Each director must hold 20 shares in his own right

39 Directors may fix the managing director's remuneration

40 General Meeting will determine directors' remuneration

41 A director will vacate office if he becomes a company employee (in most cases), lunatic or indebted, or participates in the profits of any contract made with the company except in specified circumstances

42 One-third of the directors will retire annually

43 Retiring directors are eligible for re-election

44 Filling up of vacancies

45 If there be no election when scheduled the former directors will continue in office until the next Ordinary General Meeting

46 Directors may fill up any casual vacancy on the board

47 During a vacancy, the remaining directors will exercise full powers

48 On a two-thirds vote, a director or officer may be removed at a General Meeting

49 Directors' business

50 Directors to appoint chairman for as long as they wish

51 Directors may delegate their powers to either managing director or committees

52 Meeting's acts will be deemed to be valid, even if an appointment of an individual be later found to be defective

53 Directors have power to manage estates, affix common seal, lend or invest money, appoint officers and give receipts

54 Ordinary General Meetings will declare dividends, though directors may declare half-year ordinary ones

55 Dividends payable out of profits

56 Reserve fund

57 A shareholder's dividends may be used to discharge his debt

58 Dividends unclaimed for three years will be forfeit

59 No dividend shall bear interest against the company

60 Accounts open to inspection

61 Annual statement of accounts

62 Annual balance sheet

63 Each shareholder to receive balance sheet three days before an Ordinary General Meeting

64 Annual audit

65 Auditor appointed annually

66 Auditor re-eligible

67 Only ordinary shareholders or disinterested persons may become auditors

68 Directors will appoint an auditor if the post become casually vacant

69 Directors will supply the auditor with a balance sheet 21 days before each Ordinary General Meeting

70 Auditor to examine balance sheet

71 Auditor will enjoy free access to company banks and directors

72 Auditor's report will be read at Ordinary General Meeting

73 Notices will be served personally or posted

74 Notices will be served upon the first-named person where shares are jointly hold

75 Company will have a common need

76 Directors will keep the seal

77 Registered office

78 In pursuance of an Extraordinary General Meeting resolution, the company may be amalgamated or sold

79 In pursuance of an Extraordinary General Meeting resolution, the company may purchase business

80 Each side to a dispute will appoint an arbitrator, which pair will appoint another within fourteen days; if one party will not appoint an arbitrator, the other will select one who will choose a second and those two a third.