Club No.8 by 877c

Executive Summary Numerous advantages exist to operating a nightclub business, as opposed to other business opportunities. A nightclub is licensed to operate 24 hours a day, as opposed to other businesses, which are licensed to operate for 12 hours only. This 24-hour schedule gives a nightclub business a better chance of breaking even within less than three years of operation. This guarantees the entrepreneurs, a return on your investment within the shortest period, as compared to other business opportunities. The underground scene and its consistent population of adults makes the entertainment industry a more profitable business opportunity than most others. Nightclubs generate more revenue at night as opposed to other businesses due to activities that characterize night operations. Club No. 8 will be focusing on attracting the local and international professionals, entrepreneurs, high-profiled executives especially those from mainland China. The spending power of these targeted customers combined with their desire to demonstrate personal status has proven a dramatic increase globally in recent years. Once opened, we will have exceptional management team to guide its success and one of our aims is to be labeled as the branded certified magnet for those who want an escape from home!

Objectives and Mission The objective of Club No. 8 is to create an ultimate 7-stars nightclub with an unmatchable, unique exciting experience for nightlife entertainment. Not only we will provide the highest quality entertainment in wide range of world-classed theme based nightclub rooms, we will also conduct concerts and live shows with celebrities, aerialists, models, caged go-go dancers, table & pole dancers. Interactive games with our hostesses and dancers will sure bring on re-ignition of our VIP’s “First Love” memories! Our legendary “Playboy Bunny” dealers will lead the actions and excitement in our Poker Rooms with Texas Hold’em and a series of internal tournaments.

Different themed club rooms will hold the wildest parties on our mega blasting dance floor and uniqueness to our facilities and services will create name awareness of Brand Loyalty. The goal is to provide an unmatchable nightlife entertainment unlike any that exists anywhere in Hong Kong at this time. Also we will be a step ahead of the competition and become the leader in the nightlife entertainment. This new and exciting venture provides the platform for investors to own part of the first exclusive 7 stars members club in Hong Kong without the obligation of managing it. Expansion opportunities to Taipei, Shanghai and Beijing will only be a-step-away. Branching out to other diversified businesses including film productions, finance and property investments will be our next mission.

Keys to Success The keys to success in achieving our goals are to provide: • Highest and exceptional quality services. • World-renowned liquor, wines and cigars. • Customized & personalized services to all our investors (Platinum members). • Non-stopping excitement in our Poker Rooms by hosting a series of internal Texas Hold’em Tournaments. • Pe r s o n a l i s e d a n d c u s t o m i z e d experiences for our VIPs. • Professional and diligent management to improve sales revenue and improve

the rate of return from investment. • Creating one-of-a-kind entertainment facilities, shows etc • Barriers to entry due to uniqueness of facility. • Provide excellent customer service, maintain and grow its referral networks to generate new and repeated customers. • Maintaining and improving efficiencies of operations. • Capitalize on excellent location opportunity where there are no competitors exist at such large scale setup.

Exclusive key to our investors (Platinum members only):Club No. 8 and its marketing departments will heavily invest in customized experiences especially when it concerns celebrities. Other benefits with an exclusive key will also include:• Exclusive use of the club for private hire. • First priorities for reservations of corporate and private events. • Limousine/Bentley transfer to and from the Club. • Sunseeker luxury yacht charter experiences. • Customized entertainment with refined privacy upon request. • Private invitations to our exclusive and mysterious live shows and performances. • Personalized arrangements for chartering services ie helicopters, yachts, limousines and private jets both locally and internationally. • Arrangement of VIP tours to World-wide casinos, clubs, events including overseas limo-transfers, dinner reservations, golf and entertainment. • Arrangement for international TexasHold’em tournaments. • Personal financing facilities with belowmarket preferential rates.

Strategy and Implementation Summary

We will utilize the following marketing strategies to win competition in nightlife entertainment.

Customer Incentive Programs - Repeated Customer Creation

Differentiation by Innovation in Entertainment â&#x20AC;&#x201C; Brand Strategy

Satisfy the wants and needs of various target market and make them select â&#x20AC;&#x153;Club No. 8â&#x20AC;? as the one and only place for nightlife entertainment.

Emphasize Club No. 8 as Hong Kong's best place for nightlife entertainment with one-of-a-kind entertainment facilities and services.

Aggressive Marketing

Specialized Products & Service - Create Brand Loyalty Mega dance floors, international themebased multi-level nightclubs, live concerts, shows and performances, Bentley escort transfers, customized experiences and personalized entertainment.

High profiled marketing to attract not only the attention but irresistible temptations as well.

Keeping Cost Down The management will be stressing the needs to keep the administrative costs down at the same time provide good quality products and service.

Sales Strategy The Sales Strategy is based on making a sale and creating repeat customers through long-term relationships. The sales force will be divided in territorial areas to concentrate various market segments. Separate teams will be responsible for sales revenue from Corporate Customers, Local & International Business Executives, Entrepreneurs, etc.

The Sales Strategy will be based on the following points. • Prospecting – Develop and maintain excellent relationships with customers and generate repeat sales. • Targeting – Targeting will be done through high-profiled campaigns, advertisements, corporate promotions, etc. • Selling – Direct approach, present, answer questions and make a sale. • Information Gathering – Market research in varying customer attitudes and change sales tactics accordingly. The sales team will be given incentives based of number of new account creations, ex i s t i n g a c c o u n t m a i n t e n a n c e a n d relationship building.

“The foregoing information is for reference only”

Membership Memberships will be categorized as follow for both individuals and corporate:-

Platinum FULL memberships are only applicable to our investors. They will be entitled to full and exclusive access of our facilities and VIP services.

Gold Ordinary memberships are designed for those who missed the opportunity of becoming our investors when available. However they will have access to our club but is limited to our â&#x20AC;&#x153;Exclusive Keyâ&#x20AC;? services.

Silver Day memberships are for members who will be eligible for access during the day only. Membership applications will be by invitations or nominations from investors only. All applications will be subject to approval from the Board and our Committees.

Investment

MEMORANDUM AND ARTICLES OF ASSOCIATION OF YUE FUNG INTERNATIONAL HOLDING LIMITED 裕豐國際控股有限公司

Incorporated the 16th day of September, 2009

No. 1373595 (C O P Y)

CERTIFICATE OF INCORPORATION

I hereby certify that

YUE FUNG INTERNATIONAL HOLDING LIMITED 裕豐國際控股有限公司

is this day incorporated in Hong Kong under the Companies Ordinance (Chapter 32), and that this company is limited. Issued on 16 September 2009. (Sd.) Ms. Fanny Wing-chi LAM Ms. Fanny Wing-chi LAM ….............................................. for Registrar of Companies Hong Kong Note: Registration of a company name with the Companies Registry does not confer any trade mark rights or any other intellectual property rights in respect of the company name or any part thereof.

THE COMPANIES ORDINANCE (Chapter 32)

Private Company Limited by Shares

MEMORANDUM OF ASSOCIATION OF

YUE FUNG INTERNATIONAL HOLDING LIMITED 裕豐國際控股有限公司 First :-

The name of the Company is " YUE FUNG INTERNATIONAL HOLDING LIMITED 裕豐國際控股有限公司".

Second :-

The Registered Office of the Company will be situate in Hong Kong.

Third :-

The liability of the members is limited.

Fourth :-

The objects for which the Company is established are :

to carry on the business of a holding company and to acquire by purchase, exchange, subscription or otherwise to hold the whole or any part of the securities and interests of and in any companies for the time being engaged, concerned or interested in any industry, trade or business and to promote the beneficial co-operation of any such companies as well with one and other as with the Company and to exercise in respect of such investments and holdings of all the rights, powers, privileges of ownership including the right to vote thereon;

to carry on the business all or any of the businesses of first class night-clubs, karaoke bars, discotheques, dance halls, wine bars, public houses and public and private amusements and entertainments of every description;

to carry on the business all or any of the businesses of proprietors of restaurants, refreshment, tea rooms, eating houses, wine, spirits, beer, mineral water and tobacco merchants and retailers, confectioners, florists, book and gift sellers;

to establish and provide all kinds of facilities and amenities for customers and others, and in particular club rooms, billiards and snooker facilities, changing rooms, lockers and safe deposits, telephones, stores and shops;

to purchase or otherwise acquire the land and premises together with all or any part of the furniture, fittings, fixtures, machinery and effects forming part of or located on such land and premises, and to alter, rebuild, re-equip, maintain and operate that land and those premises and to operate from those premises the business or provision of a place of amusement or entertainment of every description;

to present, produce, manage, conduct and represent at any place of amusement or entertainment, musical and other productions, dancing, exhibitions, variety, and other entertainments, and to apply for all necessary licenses and similar rights;

to purchase or otherwise acquire and obtain exclusive and other interests in copyrights and rights of representation and any other rights of or in music, songs, cinematograph films, videotapes, words and compositions;

to adopt such means of publicising the activities, exhibitions, productions and products of the Company as may seem appropriate, and to advertise in the press, by circulars, by posters, by purchasing and exhibiting works and other objects of art or interest, by organising and conducting competitions, by granting prizes, rewards and donations, and by publishing leaflets, periodicals and books;

to carry on the businesses of entertainment promoters, agents and managers, artistesâ&#x20AC;&#x2122; managers and representatives in all or any spheres of entertainment;

10.

to provide on such terms as may seem expedient all or any of the management, secretarial, advertising, publicity promotion, accountancy, merchandising, personal and social facilities and services required or used in connection with their professional engagements by artistes and others engaged in all or any spheres of entertainment;

11.

to acquire copyrights, rights of production or presentation, licences and concessions of any sort likely to be conducive to the objects of the company;

12.

to employ the funds of the Company in the development and expansion of the business of the Company and all or any of its subsidiary or associated, companies and in any other company whether now existing or hereafter to be formed and engaged in any like business of the Company or any of its subsidiary or associated companies or of any other industry ancillary thereto or which can conveniently be carried on in connection therewith;

13.

to co-ordinate the administration, policies, management, supervising, control, research, development, planning, manufacture, trading and any and all other activities of, and to act as financial advisers and consultants to, any company or companies or group of companies now or hereafter formed or incorporated or acquired which may be or may become related or associated in any way with the Company or with any company related or associated therewith and either without remuneration or on such terms as to remuneration as may be agreed;

14.

to become surety for or guarantee the carrying out and performance of any and all contracts, leases and obligations of every kind, of any company any of whose shares or evidence of indebtedness are at any time held by or for the Company or in which the Company is interested or with which it is associated, and to do any acts or things designed to protect, preserve, improve or enhance the value of any such shares or evidence of indebtedness;

15.

to organise, incorporate, reorganize, finance, aid and assist, financially or otherwise, companies and to underwrite or guarantee the subscription of shares, securities or notes of any kind, and to make and carry into effect arrangements for the issue, underwriting, resale, exchange or distribution thereof;

16.

to carry on the business of land and property developers of every and any description and to acquire by purchase, lease, concession, grant, licence or otherwise such lands, buildings, leases, underleases, rights, privileges, stocks, shares, and debentures in companies, policies of insurance and other such property as the Company may deem fit and shall acquire the same for the purposes of investment and development and with a view to receiving the income therefrom; and to enter into any contracts and other arrangements of all kinds with persons having dealings with the Company on such terms and for such periods of time

as the Company may from time to time determine, on a commission or fee basis or otherwise, and to carry on any other trade or business, whatever, of a like and similar nature; 17.

to carry on all kinds of promotion business, and, in particular, to form, constitute, float, lend money to, assist, manage and control any companies and to market, advertise or promote goods, services, material (tangible or intangible) or any other thing whatsoever;

18.

to vary the investments and holdings of the Company as may from time to time be deemed desirable;

19.

to act as trustee of any kind including trustee of any deeds constituting or securing any debentures, debenture stock or other securities or obligations and to undertake and execute any trust or trust business (including the business of acting as trustee under wills and settlements), and to do anything that may be necessary or assist in the obtaining of any benefit under the estate of an individual, and also to undertake the office of executor, administrator, secretary, treasurer or registrar or to become manager of any business, and to keep any register or undertake any registration duties, whether in relation to securities or otherwise;

20.

to provide technical, cultural, artistic, educational, entertainment or business material, facilities or services and to carry on any business involving any such provision;

21.

to carry on the business of commission agents, factors, general merchants and dealers in every description of goods, exporters and importers, concessionaires, wholesale and retail traders, carriers, warehousemen, designers, advertising contractors or agents, or trustees, brokers or agents of any company;

22.

to manufacture, develop, process, refine, repair, purchase, sell, export, import, deal in or let on hire all kinds of goods, services and material (tangible or intangible) of any kind, which may be advantageous to the Company or which any of the customers or other companies having dealings with the Company may require;

23.

to provide services of any kind including the carrying on of advisory, consultancy, brokerage and agency business of any kind;

24.

to acquire and carry on any business carried on by a subsidiary or a holding company of the Company or another subsidiary of a holding company of the Company;

25.

to enter into any arrangement with any government or authority or person and to obtain from any government or authority or person any legislation, orders, rights, privileges, franchises and concessions and to carry out, exercise and comply with the same;

26.

to purchase, take on lease or in exchange, hire, renew, or otherwise acquire and hold for any estate or interest, and to sell, let or otherwise dispose of in whole or in part, any lands, buildings, machinery, rights, stock-in-trade, business concerns, choses in action, and any other real and personal property of any kind including all of the assets of the Company and to perform any services or render any consideration and to construct, equip, alter and maintain any buildings, works and machinery necessary or convenient for the Companyâ&#x20AC;&#x2122;s business and in each case for any consideration which may be thought fit;

27.

to enter into partnership or any other arrangement for sharing profits or joint adventure or cooperation with any company carrying on, engaged in or about to carry on or engage in any business or transaction capable of being conducted so as directly or indirectly to benefit the Company, and to subsidize or otherwise assist any such company;

28.

to invest and deal with the moneys of the Company not immediately required in or upon such investments (other than shares in the Company) and in such manner as may from time to time seem expedient;

29.

to lend or advance money or otherwise give credit to provide financial accommodation to any company with or without security and otherwise on such terms as may seem expedient and to deposit money with any company and to carry on the business of a banking, finance or insurance company;

30.

to guarantee, grant indemnities in respect of, support or secure, whether by personal covenant or by mortgaging or charging all or any part of the undertaking, property and assets (present and future) and uncalled capital of the Company or by both such methods, the performance of the contracts or obligations and the repayment or payment of the principal and premium of and interest and dividends on any securities or obligations of any company whether having objects or engaged or intending to engage in business similar to those of the Company or not, notwithstanding the fact that the Company may not receive any consideration or advantage, direct or indirect, from entering into any such guarantee or other arrangement or transaction contemplated herein;

31.

to borrow and raise money and accept money on deposit and to secure or discharge any debt or obligation of or binding on the Company or any other company in such manner as may be thought fit and in particular by mortgages and charges upon the undertaking and all or any of the property and assets (present and future) and the uncalled capital of the Company, or by the creation and issue on such terms as may be thought expedient of securities of any description;

32.

to draw, make, accept, endorse, discount, execute, issue, negotiate and deal in promissory notes, bills of exchange, shipping documents and other negotiable or transferable instruments and to buy, sell and deal in foreign currencies;

33.

to apply for and take out, purchase or otherwise acquire, sell, deal, or trade in any way in service marks and names, designs, patents, patent rights, inventions, secret processes and any form of intellectual property and to carry on the business of an inventor, designer or research organisation;

34.

to issue and allot securities of the Company for cash or in payment or part payment for any real or personal property purchased or otherwise acquired by the Company or any services rendered to the Company or as security for any obligation or amount (even if less than the nominal amount of such securities) or for any other purpose;

35.

to give any remuneration or other compensation or reward for services rendered or to be rendered in placing or procuring subscriptions of, or otherwise assisting in the issue of, any securities of the Company or in or about the formation of the Company or the conduct or course of its business, and to establish or promote, or concur or participate in establishing or promoting, any company, fund or trust and to subscribe for, underwrite, purchase or otherwise acquire securities of any company, fund or trust and to carry on the business of company, fund, trust or business promoters or managers and of underwriters or dealers in securities, and to act as director of and as secretary, manager, registrar or transfer agent for any other company;

36.

to grant or procure the grant of donations, gratuities, pensions, annuities, allowances, or other benefits, including benefits on death, to any directors, officers or employees or former directors, officers or employees of the Company or any company which at any time is or was a subsidiary or a holding company of the Company or another subsidiary of a holding company of the Company or otherwise associated with the Company or of any predecessor in business of any of them, and to the relations, connections or dependants of any such persons, and to other persons whose service or services have directly or indirectly been of benefit to the Company or whom the board of directors of the Company considers have any moral claim on the Company or to their relations, connections or dependants, and to establish or support any funds, trusts, insurances or schemes (including in particular but without detracting from the generality of the foregoing any trust or scheme relating to the grant of any option over, or other interest in, any share in the capital of the Company or of any other company, or in any debenture or security of any corporation or company, including the Company) or any associations, institutions, clubs or schools, or to do any other thing likely to benefit any such persons or otherwise to advance the interests of such persons or the Company or its members, and to subscribe, guarantee or pay money for any purpose likely, directly or indirectly, to further the interests of such persons or the Company or its members or for any national, charitable, benevolent, educational, social, public, general or useful object;

37.

to promote or assist in promoting any company or companies in any part of the world and to subscribe shares therein or other securities thereof for the purpose of carrying on any business which the Company is authorised to carry on, or for any other purpose which may seem directly or indirectly calculated to benefit the Company;

38.

to amalgamate with any other company in any manner whatsoever (whether with or without a liquidation of the Company);

39.

to procure the Company to be registered in any country or place in any part of the world;

40.

to cease carrying on or wind up any business or activity of the Company and to cancel any registration of and to wind up or procure the dissolution of the Company in any state or territory;

41.

to compensate for loss of office any directors or other officers of the Company and to make payments to any persons whose office, employment or duties may be terminated by virtue of any transaction in which the Company is engaged;

42.

to pay out of the funds of the Company the costs, charges and expenses of and incidental to the formation and registration of the Company, and any company promoted by the Company, and the issue of the capital of the Company and any such other company and of and incidental to the negotiations between the promoters preliminary to the formation of the Company, and also all costs and expenses of and incidental to the acquisition by the Company of any property or assets and of and incidental to the accomplishment of all or any formalities which the Company may think necessary or proper in connection with any of the matters aforesaid;

43.

to insure with any other company against losses, damages, risks and liabilities of all kinds which may affect the Company;

44.

to act as directors or managers of or to appoint directors or managers of any subsidiary company or of any other company in which the Company is or may be interested;

45.

to contribute by donation, subscription, guarantee or otherwise to any public, general, charitable, political or useful object whatsoever;

46.

to distribute among the members in specie any property of the Company, or any proceeds of sale or disposal of any property of the Company, but so that no distribution amounting to a reduction of capital be made except with the sanction (if any) for the time being required by law;

47.

to do all or any of the above things in any part of the world, and either as principals, agents, trustees, contractors or otherwise and either alone or in conjunction with others, and either by or through agents, sub-contractors, trustees, subsidiaries or otherwise;

48.

to carry on any other activity and do anything of any nature which may seem to the Company capable of being conveniently carried on or done by the Company in connection with the above, or may seem to the Company calculated directly or indirectly to benefit the Company;

49.

to do all such things as in the opinion of the board of directors are or may be incidental or conducive to the above objects or any of them;

Fifth :-

The share capital of the Company is HK$10,000,000.00 divided into 5,000,000 ordinary shares and 5,000,000 non-voting “A” ordinary shares all of HK$1.00 each. The shares of the said classes shall rank pari passu for participation in the profits and assets of the company and in all other respects save that the non-voting “A” ordinary shares shall not entitle the holders to receive notice of or to attend or vote at any general meeting.

We, the Founder Member(s), whose name(s), address(es) and description(s) are hereto given below, wish to form a Company in pursuance of this Memorandum of Association, and we respectively agree to take the number of shares in the capital of the Company set opposite to the respective name:-

Name(s), Address(es) and Description(s) of Signatory(ies)

Number of Shares taken by each Signatory

For and on behalf of

CHARMING NICE LIMITED (Sd.) CHANG Wa Tat

………………………………………………………………………………. Authorized Signature(s)

10,000 Ordinary Shares

CHARMING NICE LIMITED 駿佳有限公司 P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands Corporation

Total Number of Shares Taken ……………………………

Dated the 7th day of September, 2009. WITNESS to the above signature(s).

10,000 Ordinary Shares

(Sd.) CHAN Sek Kwan, Rays CHAN Sek Kwan, Rays Certified Public Accountants Units E & F, 12/F., Seabright Plaza, 9-23 Shell Street, North Point, Hong Kong

THE COMPANIES ORDINANCE (Chapter 32)

Private Company Limited by Shares

ARTICLES OF ASSOCIATION OF

YUE FUNG INTERNATIONAL HOLDING LIMITED 裕豐國際控股有限公司

INTERPRETATION 1.

In these regulations-

"Ordinance" (本條例) means the Companies Ordinance (Cap 32);

"seal" (印章) means the common seal of the company;

"secretary" (秘書) means any person appointed to perform the duties of the secretary of the company.

Expressions used in these regulations referring to writing shall, unless the contrary intention appears, be construed as including references to printing, lithography, photography and other modes of representing or reproducing words in a visible form.

Wherever any provision of these regulations (except a provision for the appointment of a proxy) requires that a communication as between the company, its directors or members be effected in writing, the requirement may be satisfied by the communication being given in the form of an electronic record if the person to whom the communication is given consents to it being given to him in that form.

Wherever any provision of these regulations requires that a meeting of the company, its directors or members be held, the requirement may be satisfied by the meeting being held by such lawful electronic means and in such manner as may be agreed by the company in general meeting.

Unless the context otherwise requires, words or expressions used in these regulations shall have the same meaning as in the Ordinance or any statutory modification thereof in force at the date at which these regulations become binding on the Company.

PRELIMINARY 1.

The regulations in Table A in the First Schedule to the Ordinance shall apply to the Company save in so far as they are hereby specifically excluded or are inconsistent with the Articles herein contained. In particular, but without in any way limiting the generality of the foregoing, clauses 8, 10, 11, 15, 21, 25, 30, 49, 52, 55, 77, 78, 79, 81, 86, 91 to 101 inclusive, 108, 114, 132 and 134 to 136 inclusive, of Table A shall not apply or are modified as hereinafter appearing.

PRIVATE COMPANY 2.

The Company shall be a private company and accordingly the following provisions shall have effect:-

(a) The number of members for the time being of the Company (exclusive of persons who are in the employment of the Company, and of persons, who having been formerly in the employment of the Company were, while in such employment and having continued after the determination of such employment to be, members of the Company) is not to exceed fifty, but where two or more persons hold one or more shares in the Company jointly, they shall, for the purpose of this paragraph, be treated as a single Member. Any invitation to the public to subscribe for any shares or debentures or debenture stock of the Company is hereby prohibited.

(b) The right of transfer of shares shall be restricted as hereinafter provided.

(c)

The Company shall not have power to issue share warrants to bearer.

SHARE CAPITAL AND VARIATION OF RIGHTS 3.

The Shares shall be under the control of the directors who may subject to section 57B of the Ordinance allot or otherwise dispose of the same to such person or persons on such terms and conditions and either at a premium or at par and with such rights and privileges annexed thereto and at such times as the directors may think fit and with full power to give to any person the call of any shares either at par or at a premium during such time and for such consideration as the directors think fit, and in particular such shares or any of them may be issued by the directors with a preferential, deferred or qualified right to dividends, and with a special or qualified right of voting or without a right of voting. Any preference share may be issued on the terms that it is, or at the option of the Company is, liable to be redeemed.

Subject to the Ordinance and the sanction of the Court, the Company may by special resolution issue shares at a discount.

Subject to sections 49 to 49S of the Ordinance, the Company may issue shares on the terms that they are, or at the option of the Company or the holder of the shares are liable, to be redeemed on such terms and in such manner as may be provided by the Company's articles of association.

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.

The Company may exercise the powers of paying commissions conferred by section 46 of the Ordinance, provided that the rate per cent or the amount of the commission paid or agreed to be paid shall be disclosed in the manner required by the said section

and the rate of the commission shall not exceed the rate of 10 per cent of the price at which the shares in respect whereof the same is paid are issued or an amount equal to 10 per cent of such price (as the case may be). Such commission may be satisfied by the payment of cash or the allotment of fully or partly paid shares or partly in one way and partly in the other. The Company may also on any issue of shares pay such brokerage as may be lawful. 8.

Except as required by law, no person shall be recognized 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 recognize (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 only as by these regulations or by law otherwise provided) any other rights in respect of any share except an absolute right to the entirety thereof in the registered holder.

Every person whose name is entered as a member in the register of members shall be entitled without payment to receive within 2 months after allotment or lodgment of transfer (or within such other period as the conditions of issue shall provide) one certificate for all his shares or several certificates each for 1 or more of his shares upon payment of HK$1,000.00 for every certificate after the first or such less sum as the directors shall from time to time determine. Every certificate shall be under the seal, or under the official seal kept by the Company under section 73A of the Ordinance, and shall specify the shares to which it relates and the amount paid up thereon. Provided that in respect of a share or shares held jointly by several persons the Company shall not be bound to issue more than 1 certificate, and delivery of a certificate for a share to 1 of several joint holders shall be sufficient delivery to all such holders

10.

If a share certificate be defaced, lost or destroyed, it may be renewed on payment of a fee of HK$1,000.00 or such less sum and on such terms (if any) as to evidence and indemnity and the payment of out-of-pocket expenses of the Company of investigating evidence as the directors think fit.

LIEN 11.

The Company shall have the first and paramount lien upon all the shares registered in the name of each Member and upon sale thereof, the proceeds of sale thereof, for his debts, liabilities and engagements, solely or jointly with any other person, to or with the Company, whether the period for the payment, fulfilment or discharge thereof shall have actually arrived or not, and such lien shall extend to all dividends from time to time declared in respect of such shares. The Directors may at any time either generally or in any particular case waive any lien that has arisen, or declare any share to be wholly or partially exempt from the provisions of this Article.

12.

13.

The Company shall have the first and paramount lien upon all the shares registered in the name of each member and upon sale thereof, the proceeds of sale thereof, for his debts, liabilities and engagements, solely or jointly with any other person, to or with the Company, whether the period for the payment, fulfilment or discharge thereof shall have actually arrived or not, and such lien shall extend to all dividends from time to time declared in respect of such shares. The Directors may at any time either generally or in any particular case waive any lien that has arisen, or declare any share to be wholly or partially exempt from the provisions of this Article.

14.

The Company may sell, in such manner as the directors think fit, any shares on which the Company has a lien, but no sale shall be made unless a sum in respect of which the lien exists is presently payable, nor until the expiration of 14 days after a notice in writing, stating and demanding payment of such part of the amount in respect of which the lien exists as is presently payable, has been given to the registered holder for the time being of the share, or the person entitled thereto by reason of his death or bankruptcy.

15.

To give effect to any such sale the directors may authorize some person to transfer the shares sold to the purchaser thereof. The purchaser shall be registered as the holder of the shares comprised in any such transfer, and he shall not be bound to see to the application of the purchase money, nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings in reference to the sale.

16.

The proceeds of the sale shall be received by the Company and applied in payment of such part of the amount in respect of which the lien exists as is presently payable, and the residue, if any, shall (subject to a like lien for sums not presently payable as existed upon the shares before the sale) be paid to the person entitled to the shares at the date of the sale.

CALLS ON SHARES 17.

The directors may from time to time make calls upon the members in respect of any moneys unpaid on their shares (whether on account of the nominal value of the shares or by way of premium) and not by the conditions of allotment thereof made payable at fixed times, provided that no call shall be payable at less than 1 month from the date fixed for the payment of the last preceding call, and each member shall (subject to receiving at least 14 days' notice specifying the time or times and place of payment) pay to the Company at the time or times and place so specified the amount called on his shares. A call may be revoked or postponed as the directors may determine.

18.

A call shall be deemed to have been made at the time when the resolution of the directors authorizing the call was passed and may be required to be paid by instalments.

19.

The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.

20.

If a sum called in respect of a share is not paid before or on the day appointed for payment thereof, the person from whom the sum is due shall pay interest on the sum from the day appointed for payment thereof to the time of actual payment at such rate not exceeding 10 per cent per annum as the directors may determine, but the directors shall be at liberty to waive payment of such interest wholly or in part.

21.

Any sum which by the terms of issue of a share becomes payable on allotment or at any fixed date, whether on account of the nominal value of the share or by way of premium, shall for the purposes of these regulations be deemed to be a call duly made and payable on the date on which by the terms of issue the same becomes payable, and in case of non-payment all the relevant provisions of these regulations as to payment of interest and expenses, forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made and notified.

22.

The directors may, on the issue of shares, differentiate between the holders as to the amount of calls to be paid and the times of payment.

23.

The directors may, if they think fit, receive from any member willing to advance the same, all or any part of the moneys uncalled and unpaid upon any shares held by him, as may be agreed upon between the directors and the member paying such sum in advance.

TRANSFER OF SHARES 24.

The instrument of transfer of any share shall be executed by or on behalf of the transferor and transferee, and the transferor shall be deemed to remain a holder of the share until the name of the transferee is entered in the register of members in respect thereof.

25.

Subject to such of the restrictions of these regulations as may be applicable and the provisions of the subscription agreement for the issue of the shares, any member may transfer all or any of his shares by instrument in writing in any usual or common form or any other form which the directors may approve.

26.

The directors may, in their absolute discretion and without assigning any reason therefor, decline to register any transfer of any share, whether or not it is a fully paid share.

27.

The directors may also decline to recognize any instrument of transfer unless:-

(a) a fee of HK$1,000.00 or such lesser sum as the directors may from time to time require is paid to the Company in respect thereof;

(b) the instrument of transfer is accompanied by the certificate of the shares to which it relates, and such other evidence as the directors may reasonably require to show the right of the transferor to make the transfer; and

28.

If the directors refuse to register a transfer they shall within 2 months after the date on which the transfer was lodged with the Company send to the transferor and transferee notice of the refusal.

29.

The registration of transfers may be suspended at such times and for such periods as the directors may from time to time determine, provided always that such registration shall not be suspended in any year for more than 30 days or, where the period for closing the register of members is extended in respect of that year under section 99(2)(a) of the Ordinance, for more than that extended period.

30.

The Company shall be entitled to charge a fee not exceeding HK$1,000.00 on the registration of every probate, letters of administration, certificate of death or marriage, power of attorney, or other instrument.

TRANSMISSION OF SHARES 31.

In case of the death of a member the survivor or survivors where the deceased was a joint holder, and the legal personal representatives of the deceased where he was a sole holder, shall be the only persons recognized by the Company as having any title to his interest in the shares; but nothing herein contained shall release the estate of a deceased joint holder from any liability in respect of any share which had been jointly held by him with other persons.

32.

Any person becoming entitled to a share in consequence of the death or bankruptcy of a member may, upon such evidence being produced as may from time to time properly be required by the directors and subject as hereinafter provided, elect either to be registered himself as holder of the share or to have some person nominated by him registered as the transferee thereof, but the directors shall, in either case, have the same right to decline or suspend registration as they would have had in the case of a transfer of the share by that member before his death or bankruptcy, as the case may be.

33.

If the person so becoming entitled shall elect to be registered himself, he shall deliver or send to the Company a notice in writing signed by him stating that he so elects. If he shall elect to have another person registered he shall testify his election by executing to that person a transfer of the share. All the limitations, restrictions and provisions of these regulations relating to the right to transfer and the registration of transfers of shares shall be applicable to any such notice or transfer as aforesaid as if the death or bankruptcy of the member had not occurred and the notice or transfer were a transfer signed by that member.

34.

A person becoming entitled to a share by reason of the death or bankruptcy of the holder shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the share, except that he shall not before being registered as a member in respect of the share, be entitled in respect of it to exercise any right conferred by membership in relation to meetings of the Company:

Provided always that the directors may at any time give notice requiring any such person to elect either to be registered himself or to transfer the share, and if the notice is not complied with within 90 days the directors may thereafter withhold payment of all dividends, bonuses or other moneys payable in respect of the share until the requirements of the notice have been complied with.

35.

Any person to whom the right to any shares in the Company has been transmitted by operation of law shall, if the directors refuse to register the transfer, be entitled to call on the directors to furnish within 28 days a statement of the reasons for the refusal.

FORFEITURE OF SHARES 36.

If a member fails to pay any call or instalment of a call on the day appointed for payment thereof, the directors may, at any time thereafter during such time as any part of the call or instalment remains unpaid, serve a notice on him requiring payment of so much of the call or instalment as is unpaid, together with any interest which may have accrued.

37.

The notice shall name a further day (not earlier than the expiration of 14 days from the date of service of the notice) on or before which the payment required by the notice is to be made, and shall state that in the event of non-payment at or before the time appointed the shares in respect of which the call was made will be liable to be forfeited.

38.

If the requirements of any such notice as aforesaid are not complied with, any share in respect of which the notice has been given may at any time thereafter, before the payment required by the notice has been made, be forfeited by a resolution of the directors to that effect.

39.

A forfeited share may be sold or otherwise disposed of on such terms and in such manner as the directors think fit, and at any time before a sale or disposition the forfeiture may be cancelled on such terms as the directors think fit.

40.

A person whose shares have been forfeited shall cease to be a member in respect of the forfeited shares, but shall, notwithstanding, remain liable to pay to the Company all moneys which, at the date of forfeiture, were payable by him to the Company in respect of the shares, but his liability shall cease if and when the Company shall have received payment in full of all such moneys in respect of the shares.

41.

A statutory declaration in writing that the declarant is a director or the secretary of the Company, and that a share in the Company has been duly forfeited on a date stated in the declaration, shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share. The Company may receive the consideration, if any, given for the share on any sale or disposition thereof and may execute a transfer of the share in favour of the person to whom the share is sold or disposed of and he shall thereupon be registered as the holder of the share, and shall not be bound to see to the application of the purchase money, if any, nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the share.

42.

The provisions of these regulations as to forfeiture shall apply in the case of non-payment of any sum which, by the terms of issue of a share, becomes payable at a fixed time, whether on account of the nominal value of the share or by way of premium, as if the same had been payable by virtue of a call duly made and notified.

CONVERSION OF SHARES INTO STOCK 43.

The Company may by ordinary resolution convert any paid-up shares into stock, and reconvert any stock into paid-up shares of any denomination.

44.

The holders of stock may transfer the same, or any part thereof, in the same manner, and subject to the same regulations, as and subject to which the shares from which the stock arose might previously to conversion have been transferred, or as near thereto as circumstances admit; and the directors may from time to time fix the minimum amount of stock transferable but so that such minimum shall not exceed the nominal amount of the shares from which the stock arose.

45.

The holders of stock shall, according to the amount of stock held by them, have the same rights, privileges and advantages as regards dividends, voting at meetings of the Company and other matters as if they held the shares from which the stock arose, but no such privilege or advantage (except participation in the dividends and profits of the Company and in the assets on winding up) shall be conferred by an amount of stock which would not, if existing in shares, have conferred that privilege or advantage.

46.

Such of the regulations of the Company as are applicable to paid-up shares shall apply to stock, and the words "share" and "shareholder" therein shall include "stock" and "stockholder".

ALTERATION OF CAPITAL 47.

The Company may from time to time by ordinary resolution increase the share capital by such sum, to be divided into shares of such amount and of such class, as the resolution shall prescribe.

48.

The Company may by ordinary resolution-

(a) consolidate and divide all or any of its share capital into shares of larger amount than its existing shares;

(b) sub-divide its existing shares, or any of them, into shares of smaller amount than is fixed by the memorandum of association subject, nevertheless, to the provisions of section 53(1)(d) of the Ordinance;

(c) cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person.

49.

The Company may by special resolution reduce its share capital, any capital redemption reserve fund or any share premium account in any manner and with, and subject to, any incident authorized, and consent required, by law.

PURCHASE OF OWN SHARES 50.

Subject to sections 49 to 49S of the Ordinance, the Company may purchase its own shares (including any redeemable shares).

51.

Subject to sections 49I to 49O of the Ordinance, the Company may make a payment in respect of the redemption or purchase of its own shares otherwise than out of the distributable profits of the company or the proceeds of a fresh issue of shares.

52.

Notwithstanding section 49B(1) and (2) but subject to sections 49, 49A, 49B(6), 49F, 49G, 49H, 49I(4) and (5), 49P, 49Q, 49R and 49S of the Ordinance (except that such purchases may be made either out of or otherwise than out of the distributable profits of the Company or the proceeds of a fresh issue of shares), the Company may purchase its own shares (including any redeemable shares) in order to-

(a) settle or compromise a debt or claim;

(b) eliminate a fractional share or fractional entitlement or an odd lot of shares (as defined in section 49B(5) of the Ordinance);

(c) fulfil an agreement in which the Company has an option, or under which the Company is obliged, to purchase shares under an employee share scheme which had previously been approved by the Company in general meeting; or

(d) comply with an order of the court under-

(i) section 8(4);

(ii) section 47G(5), where such order provides for the matters referred to in section 47G(6); or

(iii)

section 168A(2),

of the Ordinance.

ALLOTMENT OF SHARES 53.

The directors shall not exercise any power conferred on them to allot shares in the Company without the prior approval of the Company in general meeting where such approval is required by section 57B of the Ordinance.

GENERAL MEETINGS 54.

A General Meeting shall be held once in every year at such time (not being more than fifteen months after the holding of the last preceding General Meeting) and place as may be prescribed by the Company in General Meeting and if no other time or place is prescribed a General Meeting shall be held at such time and place as the Directors may from time to time determine. General Meetings held under this Article shall be called Annual General Meetings. General Meetings other than the Annual Meetings shall be called Extraordinary General Meetings. Provided that so long as the Company holds its First Annual General Meeting within 18 months of its incorporation, it need not hold it in the year of its incorporation or in the following year.

55.

All general meetings other than annual general meetings shall be called extraordinary general meetings.

56.

The directors may, whenever they think fit, convene an extraordinary general meeting, and extraordinary general meetings shall also be convened on such requisition, or in default, may be convened by such requisitionists, as provided by section 113 of the Ordinance. If at any time there are not within Hong Kong sufficient directors capable of acting to form a quorum, any director or any 2 members of the Company may convene an extraordinary general meeting in the same manner as nearly as possible as that in which meetings may be convened by the directors.

NOTICE OF GENERAL MEETINGS 57.

Subject to Section 116C of the Ordinance, an Annual General Meeting and a meeting called for the passing of a special resolution shall be called by not less than 21 days' notice in writing, and any other general meeting shall be called by not less than 14 days' notice in writing. However, a meeting that is called by shorter notice than herein provided shall nevertheless be deemed to have been duly called if it is so agreed :

(a) in the case of Annual General Meetings, by all the members entitled to attend and vote; and

(b) in the case of any other meeting, by a majority in number of the members having the right to attend and vote at the meeting, being a majority together holding at least 95 per cent in nominal value of the shares giving that right.

58.

The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings at that meeting.

PROCEEDINGS AT GENERAL MEETINGS 59.

All business shall be deemed special that is transacted at an extraordinary general meeting, and also all that is transacted at an annual general meeting, with the exception of declaring a dividend, the consideration of the accounts, balance sheets, and the reports of the directors and auditors, the election of directors in the place of those retiring and the appointment of, and the fixing of the remuneration of, the auditors.

60.

No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business and continues to be present until the conclusion of the meeting; save as herein otherwise provided, the quorum for the transaction of business at any general meeting shall be two members present in person or by proxy, except when the Company has only one member, the sole member shall have the power to transact business as if at a general meeting.

61.

If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of members, shall be dissolved; in any other case it shall stand adjourned to the same day in the next week, at the same time and place or to such other day and at such other time and place as the directors may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting, the members present shall be a quorum.

62.

The chairman, if any, of the board of directors shall preside as chairman at every general meeting of the Company, or if there is no such chairman, or if he shall not be present within 15 minutes after the time appointed for the holding of the meeting or is unwilling to act or is absent from Hong Kong or has given notice to the Company of his intention not to attend the meeting, the directors present shall elect one of their number to be chairman of the meeting.

63.

If at any meeting no director is willing to act as chairman or if no director is present within 15 minutes after the time appointed for holding the meeting, the members present shall choose one of their number to be chairman of the meeting.

64.

The chairman may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the 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. When a meeting is adjourned for 30 days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.

65.

At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded-

(a)

(b) by at least 2 members present in person or by proxy; or

(c) by any member or members present in person or by proxy and representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting; or

(d) by a member or members holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the shares conferring that right.

66.

Unless a poll be so demanded a declaration by the chairman that a resolution has on a show of hands been carried or carried unanimously, or by a particular majority, or lost and an entry to that effect in the book containing the minutes of the proceedings of the Company shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. The demand for a poll may be withdrawn.

67.

Except as provided in regulation 68, 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.

68.

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.

69.

A poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such time as the chairman of the meeting directs, and any business other than that upon which a poll has been demanded may be proceeded with pending the taking of the poll.

by the chairman; or

VOTES OF MEMBERS 70.

Subject to any rights or restrictions for the time being attached to any class or classes of shares, on a show of hands every member present in person shall have 1 vote, and on a poll every member shall have 1 vote for each share of which he is the holder.

71.

In the case of joint holders the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders; and for this purpose seniority shall be determined by the order in which the names stand in the register of members.

72.

A member of unsound mind, or in respect of whom an order has been made by any court having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his committee, receiver, curator bonis, or other person in the nature of a committee, receiver or curator bonis appointed by that court, and any such committee, receiver, curator bonis or other person may, on a poll, vote by proxy.

73.

No member shall be entitled to vote at any general meeting unless all calls or other sums presently payable by him in respect of shares in the Company have been paid.

74.

No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is given or tendered, and every vote not disallowed at such meeting shall be valid for all purposes. Any such objection made in due time shall be referred to the chairman of the meeting, whose decision shall be final and conclusive.

75.

On a poll votes may be given either personally or by proxy.

76.

The instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney duly authorized in writing, or, if the appointer is a corporation, either under seal, or under the hand of an officer or attorney duly authorized, A proxy need not be a member of the Company.

77.

The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of that power or authority shall be deposited at the registered office of the Company or at such other place within Hong Kong as is specified for that purpose in the notice convening the meeting, not less than 48 hours before the time for holding the meeting or adjourned meeting, at which the person named in the instrument proposes to vote, or, in the case of a poll, not less than 24 hours before the time appointed for the taking of the poll, and in default the instrument of proxy shall not be treated as valid.

78.

An instrument appointing a proxy shall be in the following form or a form as near thereto as circumstances admit-

" Yue Fung International Holding Limited â&#x20AC;&#x153;

I/We , of

, being a member/members of the

above-named Company, hereby appoint

of , or failing him, of, as my/our proxy to vote for me/us on my/our behalf at the [annual or extraordinary, as the case may be] general meeting of the Company to be held on the day of 19 , and at any adjournment thereof.

Signed this day of

79.

Where it is desired to afford members an opportunity of voting for or against a resolution the instrument appointing a proxy shall be in the following form or a form as near thereto as circumstances admit-

" Yue Fung International Holding Limited â&#x20AC;&#x153;

I/We , of

20.".

, being a member/members of the

above-named Company, hereby appoint of, or failing him, of , as my/our proxy to vote for me/us on my/ our behalf at the [annual or extraordinary, as the case may be] general meeting of the Company, to be held on the day of 20.. , and at any adjournment thereof.

Signed this day of 20.. .

This form is to be used

*in favour

the resolution.

against

Unless otherwise instructed, the proxy will vote as he thinks fit. *Strike out whichever is not desired.".

80.

The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.

81.

A resolution in writing signed by 100% of the shareholders and annexed 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 shareholder 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 shareholders.

CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS 82.

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

DIRECTORS 83.

Unless and until otherwise determined by an ordinary resolution of the Company, the number of directors shall be not fewer than one, and there shall be no maximum number of directors.

84.

The first director(s) shall be appointed in writing by the Founder Member to the Memorandum of Association of the Company or by the Company in general meeting.

85.

A director need not hold any shares in the Company. A director who is not a member of the Company shall nevertheless be entitled to attend and speak at general meetings.

DIRECTORS' REMUNERATION 86.

The directors shall be paid out of the funds of the Company remuneration for their services such sum (if any) as the Company may by ordinary resolution from time to time determine.

87.

The directors shall also be entitled to be paid their reasonable expenses incurred in consequence of their attendance at meetings of directors, committee meetings or general meetings or otherwise in or about the business of the Company.

88.

The directors may award extra remuneration out of the funds of the Company (by way of salary, bonus, commission or otherwise as the directors may determine) to any director who performs services which in the opinion of the directors are beyond the scope of the ordinary duties of a director.

89.

A director of the Company may be or become a director or other officer of, or otherwise interested in, any Company promoted by the Company or in which the Company may be interested as shareholder or otherwise, and, subject to the Ordinance, no such director shall be accountable to the Company for any remuneration or other benefits received by him as a director or officer of, or from his interest in, such other Company unless the Company shall otherwise direct.

POWERS OF DIRECTORS 90.

The business of the Company shall be managed by the directors, who shall pay all expenses incurred in the formation and registration of the Company, and who may exercise all such powers of the Company as are not by the Ordinance or by these Articles required to be exercised by the Company in general meeting, subject to any provision in these Articles or the Ordinance and to any resolution, not being inconsistent with any such provision, as may be passed by the Company in general meeting; but no such resolution shall invalidate any prior act of the directors. The general powers given to the directors by this Article shall be in addition to, and not limited or restricted by, any special authority or power given to the directors by any other Article.

91.

The directors may establish any local boards or agencies for managing any of the affairs of the Company, either in Hong Kong or elsewhere, and may appoint any persons to be members of such local boards, or any managers or agents for the Company, and may fix their remuneration, and may delegate (with or without power to sub-delegate as the directors shall determine) to any local board, manager or agent any of the powers, authorities and discretions vested in the directors, and may authorise the members of any local boards, or any of them, to fill any vacancies therein, and to act notwithstanding vacancies, and any such appointment or delegation may be made upon such terms and subject to such conditions as the directors may think fit, and the directors may remove any person so appointed, and may annul or vary any such delegation, but no person dealing in good faith and without notice of any such annulment or variation shall be affected thereby.

92.

The directors may from time to time and at any time by power of attorney or other instrument appoint any 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 they may think fit, and any such power of attorney or other instrument may contain such provisions for the protection and convenience of persons dealing with any such attorney as the directors may think fit, and may also authorise any such attorney to sub-delegate all or any of the powers, authorities and discretions vested in him.

93.

Subject to and to the extent permitted by the Ordinance, the Company, or the directors on behalf of the Company, may cause to be kept in any territory a Branch Register of members resident in such territory, and the directors may make and vary such regulations as they may think fit respecting the keeping of any such Branch Register.

94.

All cheques, promissory notes, drafts, bills of exchange, and other negotiable or transferable instruments, and all receipts for moneys paid to the Company, shall be signed, drawn, accepted, endorsed, or otherwise executed, as the case may be, in such manner as the directors shall from time to time by resolution determine.

95.

The directors may exercise all the powers of the Company to borrow money and to mortgage or charge all or any part of the undertaking, property and assets (present and future) and uncalled capital of the Company and to issue debentures, debenture stocks, bonds and other securities, whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party. Debentures, debenture stocks, bonds and other securities of the Company may be made assignable free from any equities between the Company and the person to whom the same may be issued, and may be issued at a discount, premium or otherwise and with any special privileges as to redemption, surrender, drawings, allotment of shares, attending and voting at general meetings of the Company, appointment of directors and otherwise.

96.

The directors shall cause a proper register to be kept, in accordance with the provisions of the Ordinance, of all mortgages and charges affecting the property of the Company and shall duly comply with the requirements of the Ordinance in regard to the registration of mortgages and charges therein specified and otherwise. Where any uncalled capital of the Company is charged, all persons taking any subsequent charge thereon shall take the same subject to such prior charge, and shall not be entitled, by notice to the members of otherwise, to obtain priority over such prior charge.

DISQUALIFICATION OF DIRECTORS 97.

The office of director shall be vacated if the director-

(a)

ceases to be a director by virtue of section 155 of the Ordinance; or

(b)

becomes bankrupt or makes any arrangement or composition with his creditors generally; or

(c) becomes prohibited from being a director by reason of any disqualification order made under Part IVA of the Ordinance; or

(d)

(e) resigns his office by notice in writing to the Company given in accordance with section 157D(3)(a) of the Ordinance; or

(f) shall for more than 6 months have been absent without permission of the directors from meetings of the directors held during that period.

becomes of unsound mind; or

APPOINTMENT AND REMOVAL OF DIRECTORS 98.

The Company may, from time to time, by ordinary resolution appoint new directors.

99.

The Company may by ordinary resolution remove any director notwithstanding anything in these Articles or in any agreement between him and the Company and may appoint another person in his stead.

100.

The directors shall have power, exercisable at any time and from time to time, to appoint any other person as a director, either to fill a casual vacancy or as an addition to the Board.

101.

The continuing directors may act notwithstanding any vacancy in their body, save that if the number of directors shall have been fixed at two or more persons and by reason of vacancies having occurred in the Board there shall be only one continuing director, he shall be authorised to act alone, but only for the purpose of increasing the number of directors to that number, or of summoning a General Meeting of the Company, and for no other purpose. If there shall be no director able or willing to act, then any two members may summon a general meeting for the purpose of appointing directors, except when the Company has only one member, the sole member may by written resolution appoint directors.

MANAGING DIRECTOR 102.

The directors may from time to time appoint one or more of their body to the office of managing director for such period and on such terms as they think fit, and, subject to the terms of any agreement entered into in any particular case, may revoke such appointment. A director so appointed shall not, whilst holding that office, be subject to retirement by rotation or be taken into account in determining the rotation of retirement of directors, but his appointment shall be automatically determined if he cease from any cause to be a director.

103.

A managing director shall receive such remuneration (whether by way of salary, commission or participation in profits, or partly in one way and partly in another) as the directors may determine.

104.

The directors may entrust to and confer upon a managing director any of the powers exercisable by them upon such terms and conditions and with such restrictions as they may think fit, and either collaterally with or to the exclusion of their own powers and may from time to time revoke, withdraw, alter or vary all or any of such powers.

ALTERNATE DIRECTORS 105.

Each director may by written notification to the Company nominate any other person to act as alternated Director in his place and at his discretion in similar manner remove such alternate director. The alternate director shall (except as regards the power to appoint an alternate) be subject in all respects to the terms and conditions existing with reference to the other directors of the Company; and each alternate director, whilst acting as such, shall exercise and discharge all the functions, powers and duties of the director he represents, but shall look to such director solely for his remuneration as alternate director. Every person acting as an alternate director shall have one vote for each director for whom he acts as alternate (in addition to his own vote if he is also a director). The signature of an alternate director to any resolution in writing of the Board or a committee of the Board shall, unless the notice of his appointment provides to the contrary, be as effective as the signature of his appointor. Any director of the Company who is appointed an alternate director shall be considered as two Directors for the purpose of making a quorum of Directors. Any person appointed as an alternate Director shall vacate his office as such alternate director if and when the director by whom he has been appointed removes him or vacates office as director. A director shall not be liable for the acts or defaults of any alternate director appointed by him.

DIRECTORS' INTERESTS 106.

A director who is in any way, whether directly or indirectly, interested in a contract or proposed contract with the Company shall declare the nature of his interest in accordance with the provisions of the Ordinance. A general notice given to the Board of Directors by a director to the effect that he is a member or a director of a specified company or entity, and is to be regarded as interested in any contract, arrangement or dealing which may, after the date of the notice, be entered into or made with that company or entity, shall, for the purpose of this Article, be deemed to be a sufficient disclosure of interest in relation to any contract, arrangement or dealing so entered into or made. Without prejudice to the generality of the foregoing, a director shall give notice to the Company of such matters relating to himself as may be necessary for the purposes of Sections 155B, 158, 161 and 161B of the Ordinance.

107.

A director may hold any other office or place of profit under the Company (other than the office of Auditor or where prohibited by Section 154 of the Ordinance), and he or any entity of which he is a member or a director may act in a professional capacity for the Company in conjunction with his office of director, for such period and on such terms (as to remuneration and otherwise) as the directors may determine. No director or intended director shall be disqualified by his office from contracting with the Company, nor shall any contract or arrangement entered into by or on behalf of the Company with any director or any entity or company in which any Director is in any way interested be liable to be avoided, nor shall any director so contracting or being so interested be liable to account to the Company for any profit, remuneration or other benefits realised by any such contract or arrangement by reason only of such director holding that office, or of any fiduciary relationship thereby established.

108.

A director shall be entitled to vote as a Director in respect of any contract or arrangement in which he is interested or upon any matter arising thereout, and if he shall so vote his vote shall be counted, and he shall be taken into account in determining the quorum for the meeting at which any such contract or arrangement is to be considered.

109.

A director may hold office as a director in or manager of any other company in which the Company is a shareholder or is otherwise interested, and (subject to any agreement with the Company to the contrary) shall not be liable to account to the Company for any remuneration or other benefits receivable by him from such other company. The Board may 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 the Board thinks fit (including the exercise thereof in favour of any resolution appointing the directors or any of them directors or other officers of such company or voting or providing for the payment of remuneration to the directors of such company) and any director of the company may vote in favour of the exercise of such voting rights in manner aforesaid notwithstanding that he may be, or be about to be, appointed a director or other officer of such other company and as such is or may become interested in the exercise of such voting rights in manner aforesaid.

DIRECTORS' MEETINGS 110.

Meetings of the directors may be held in Hong Kong or in any other part of the world as may be convenient for the majority.

111.

Notice of a meeting of directors shall be deemed to be duly given to a director if it is given to him personally, orally or in writing, or sent to him at his last known address or any other address given by him to the Company for this purpose. A director may consent to short notice of and may waive notice of any meeting and any such waiver may be retrospective. The directors may elect a chairman of the Board and determine the period for which he is to hold office; but if no such chairman be elected, or if at any meeting the chairman be not present within 5 minutes after the time appointed for holding the meeting, the directors present may choose one of their members as the chairman of such meeting. Unless otherwise determined by the Company by Ordinary Resolution, the quorum for meeting of the directors shall be two. Matters arising at any meeting shall be decided by a majority of votes. In case of an equality of votes, and in case a chairman of the meeting is chosen or elected, the chairman shall have a second or casting vote.

112.

A resolution in writing signed by all the directors and annexed or attached to the Directors' Minute Book shall be as valid and effective as a resolution passed at a meeting duly convened. The signature of any director may be given by his Alternate. 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 of the directors. A cable, telex or fax message sent by a director or his Alternate shall be deemed to be a document signed by him for the purpose of this Article.

113.

If the Company shall have only one director, the provisions hereinbefore contained 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.

SECRETARY 114.

The directors shall appoint a secretary of the Company for such period, at such remuneration and upon such conditions as they may think fit, and any secretary so appointed may be removed by them. In the event that the secretary appointed is a corporation or other body, it may act and sign by the hand of any one or more of its directors or officers duly authorised. The First Secretary of the Company shall be Associated Consultants Limited ( 廣聯顧問有限公司 ).

THE SEAL 115.

The directors shall procure a common seal to be made for the Company, and shall provide for the safe custody thereof. The Seal shall not be affixed to any instrument except by the authority of the directors or a committee authorised by the Board in that behalf, and every instrument to which the Seal shall be affixed shall be signed by one director or some other person nominated by the directors for the purpose.

116.

The Company may exercise all the powers of having official seals conferred by the Ordinance and such powers shall be vested in the directors.

DIVIDENDS AND RESERVE 117.

The Company in general meeting may declare dividends, but no dividend shall exceed the amount recommended by the board of the directors who may declare at least 25% of the net profit of the previous accounting year for the Company to the members as dividend.

118.

The directors may from time to time pay to the members such interim dividends as appear to the directors to be justified by the profits of the Company.

119.

No dividend shall be paid otherwise than out of profits in accordance with the provisions of Part IIA of the Ordinance.

120.

The directors may, before recommending any dividend, set aside out of the profits of the Company such sums as they think proper as a reserve or reserves which shall, at the discretion of the directors, be applicable for any purpose to which the profits of the Company may be properly applied, and pending such application may, at the like discretion, either be employed in the business of the Company or be invested in such investments (other than shares of the Company) as the directors may from time to time think fit. The directors may also without placing the same to reserve carry forward any profits which they may think prudent not to divide.

121.

Subject to the rights of persons, if any, entitled to shares with special rights as to dividend, all dividends shall be declared and paid according to the amounts paid or credited as paid on the shares in respect whereof the dividend is paid, but no amount paid or credited as paid on a share in advance of calls shall be treated for the purposes of this regulation as paid on the share. All dividends shall be apportioned and paid proportionately to the amounts paid or credited as paid on the shares during any portion or portions of the period in respect of which the dividend is paid; but if any share is issued on terms providing that it shall rank for dividend as from a particular date such share shall rank for dividend accordingly.

122.

The directors may deduct from any dividend payable to any member all sums of money (if any) presently payable by him to the Company on account of calls or otherwise in relation to the shares of the Company.

123.

Any general meeting declaring a dividend or bonus may direct payment of such dividend or bonus wholly or partly by the distribution of specific assets and in particular of paid up shares, debentures or debenture stock of any other Company or in any one or more of such ways, and the directors shall give effect to such resolution, and where any difficulty arises in regard to such distribution, the directors may settle the same as they think expedient, and in particular may issue fractional certificates and fix the value for distribution of such specific assets or any part thereof and may determine that cash payments shall be made to any members upon the footing of the value so fixed in order to adjust the rights of all parties, and may vest any such specific assets in trustees as may seem expedient to the directors.

124.

Any dividend, bonus, interest or other moneys payable in cash in respect of shares may be paid by cheque or warrant sent through the post directed to the registered address of the holder or, in the case of joint holders, to the registered address of that one of the joint holders who is first named on the register of members or to such person and to such address as the holder or joint holders may in writing direct. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent. Any one of 2 or more joint holders may give effectual receipts for any dividends, bonuses, interest or other moneys payable in respect of the shares held by them as joint holders.

125.

No dividend shall bear interest against the Company.

ACCOUNTS 126.

The directors shall cause proper books of account to be kept with respect to-

(a) all sums of money received and expended by the Company and the matters in respect of which the receipt and expenditure takes place;

(b)

all sales and purchases of goods by the Company; and

(c)

the assets and liabilities of the Company.

127.

Proper books shall not be deemed to be kept if there are not kept such books of account as are necessary to give a true and fair view of the state of the Company's affairs and to explain its transactions.

128.

The books of account shall be kept at the registered office of the Company, or, subject to section 121(3) of the Ordinance, at such other place or places as the directors think fit, and shall always be open to the inspection of the directors.

129.

The directors shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books 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 of inspecting any account or book or document of the Company except as conferred by statue or authorized by the directors or by the Company in general meeting.

130.

The directors shall from time to time, in accordance with sections 122, 124 and 129D of the Ordinance, cause to be prepared and to be laid before the Company in general meeting such profit and loss accounts, balance sheets, group accounts (if any) and reports as are referred to in those sections.

131.

A copy of every balance sheet (including every document required by law to be annexed thereto) which is to be laid before the Company in general meeting, together with a copy of the directors' report and a copy of the auditors' report, shall not less than 21 days before the date of the meeting be sent to every member of, and every holder of debentures of, the Company and to all persons other than members or holders of debentures of the Company, being persons entitled to receive notices of general meetings of the Company : Provided that this regulation shall not require a copy of those documents to be sent to any person of whose address the Company is not aware or to more than one of the joint holders of any shares or debentures.

CAPITALIZTION OF PROFITS 132.

The Company in general meeting may upon the recommendation of the directors resolve that it is desirable to capitalize any part

of the amount for the time being standing to the credit of any of the Company's reserve accounts or to the credit of the profit and loss account or otherwise available for distribution, and accordingly that such sum be set free for distribution amongst the members who would have been entitled thereto if distributed by way of dividend and in the same proportions on condition that the same be not paid in cash but be applied either in or towards paying up any amounts for the time being unpaid on any shares held by such members respectively or paying up in full unissued shares or debentures of the Company to be allotted and distributed credited as fully paid up to and amongst such members in the proportion aforesaid, or partly in the one way and partly in the other, and the directors shall give effect to such resolution : Provided that a share premium account and a capital redemption reserve fund may, for the purposes of this regulation, only be applied in the paying up of unissued shares to be allotted to members of the Company as fully paid bonus shares. 133.

Whenever such a resolution as aforesaid shall have been passed the directors shall make all appropriations and applications of the undivided profits resolved to be capitalized thereby, and all allotments and issues of fully-paid shares or debentures, if any, and generally shall do all acts and things required to give effect thereto, with full power to the directors to make such provision by the issue of fractional certificates or by payment in cash or otherwise as they think fit for the case of shares or debentures becoming distributable in fractions, and also to authorize any person to enter on behalf of all the members entitled thereto into an agreement with the Company providing for the allotment to them respectively, credited as fully paid up, of any further shares or debentures to which they may be entitled upon such capitalization, or (as the case may require) for the payment up by the Company on their behalf, by

the application thereto of their respective proportions of the profits resolved to be capitalized, of the amounts or any part of the amounts remaining unpaid on their existing shares, and any agreement made under such authority shall be effective and binding on all such members.

AUDIT 134.

Auditors shall be appointed and their duties regulated in accordance with sections 131, 132, 133, 140, 140A, 140B and 141 of the Ordinance.

INDEMNITY 135.

Every director, managing director, agent, auditor, secretary and other officer for the time being of the Company shall be indemnified out of the assets of the Company against any liability incurred by him in relation to the Company in defending any proceedings, whether civil or criminal, in which judgment is given in his favour or in which he is acquitted or in connexion with any application under section 358 of the Ordinance in which relief is granted to him by the court.

NOTICES 136.

Every member shall register with the Company an address to which notices can be sent and if any member shall fail so to do notice may be given to such member by sending the same to his last known place of business or residence or, if there be none, by posting the same for three days at the office of the Company.

137.

A notice may be given by the Company to the joint holders of a share by giving the notice to the joint holder first named in the register of members in respect of the share.

WINDING UP 138.

If the Company shall be wound up and the assets available for distribution among the members as such shall be insufficient to repay the whole of the paid up capital, such assets shall be distributed so that as near as may be the losses shall be borne by the members in proportion to the capital paid up or which ought to have been paid up at the commencement of the winding up on the shares held by them respectively and if in a winding up the assets available for distribution among the members shall be more than sufficient to repay the whole of the capital paid up at the commencement of the winding up the excess shall be distributed among the members in proportion to the capital at the commencement of the winding up paid up or which ought to have been paid up on the shares held by them respectively. This Article is to be without prejudice to the rights of the holders of any shares issued upon special terms and conditions.

139.

(a) If the Company shall be wound up whether voluntarily or otherwise the liquidators may with the sanction of a special resolution divide among the contributories in specie or kind any part of the assets of the Company and may with the like sanction vest any part of the assets of the Company in trustees upon such trusts for the benefit of the contributories or any of them as the liquidators with the like sanction think fit.

(b) If thought expedient any such division may be otherwise than in accordance with the legal rights of the contributories and in particular any class may be given preferential or special rights or may be excluded altogether or in part; but in case any division otherwise than in accordance with the legal rights of the contributories shall be determined on any contributory who would be prejudiced thereby shall have a right to dissent and ancillary rights as if such determination were a Special Resolution passed pursuant to Section 237 of the Ordinance.

(c) In case any of the shares to be divided as aforesaid consist of shares which involve a liability to calls or otherwise, any person entitled under such division to any of the said shares may, within ten days after the passing of the special resolution by notice in writing, direct the liquidator to sell his proportion and pay him the net proceeds, and the liquidator shall, if practicable, act accordingly.

Name(s), Address(es) and Description(s) of Signatory(ies)

For and on behalf of

CHARMING NICE LIMITED (Sd.) CHANG Wa Tat

………………………………………………………………………………. Authorized Signature(s)

CHARMING NICE LIMITED 駿佳有限公司 P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands Corporation

Dated the 7th day of September, 2009. WITNESS to the above signature(s).

(Sd.) CHAN Sek Kwan, Rays CHAN Sek Kwan, Rays Certified Public Accountants Units E & F, 12/F., Seabright Plaza, 9-23 Shell Street, North Point, Hong Kong

TERMS AND CONDITIONS FOR SUBSCRIPTION AND ALLOTMENT OF SHARES IN YUE FUNG INTERNATIONAL HOLDING LIMITED

Definitions

1.1

In these terms and conditions the following words and expressions shall have the following meanings:“the Agreement”

the agreement between the Company and the Applicant for the subscription of the Subscription Shares and constituted by the Articles, the Application, the Confidentiality Undertaking and these terms and conditions

“the Application”

the application for the Subscription Shares

“the Articles”

the articles of association of the Company (in force as of the date of the Application)

“the Board”

the board of directors of the Company

“Change of Control”

in relation to any Corporate Holder (as defined below): the change in the power, whether held directly or indirectly (such as through interposed entities) and by whatever means (and whether or not enforceable at law or in equity): (1) to exercise, or control the exercise of, more than or equal to half of the voting power attaching to equity in that Corporate Holder; or (2) to transfer, or control the transfer of, more than or equal to half (by value) of the equity in that Corporate Holder

“the Company”

Yue Fung International Holding Limited

“Completion”

Completion of the subscription of shares under the Agreement

“Corporate Holder”

any corporate entity that holds Shares

“the Directors”

the directors of the Company

“the Ordinance”

the Companies Ordinance, Cap.32, Laws of Hong Kong

“the Members”

the shareholders of the Company as at Completion

“the Prescribed Period”

the period from the date on which Prescribed Price is approved by the Board or failing such approval, determined by the Company’s auditors in accordance with Clause 5.1 hereof, to the expiry of sixty (60) days thereafter

“the Prescribed Price”

the price stated in the Transfer Notice and approved by the Board or if the Board shall not approve the price stated in the Transfer Notice, the fair value of the Relevant Shares determined based on the latest audited financial statements of the Company as at the date of the Transfer Notice

“the Relevant Shares”

the number of Shares and/or any interest therein which the Transferor desires to transfer or dispose of (which may be all or part only of the Subscription Shares then held by the Transferor)

“the Subscription Price”

the total price payable by the Applicant to the Company for the Subscription Shares as set out in the Application

“the Subscription Shares”

the 1,000 non-voting “A” ordinary shares of HK$1.00 each in the share capital of the Company that may be issued to the Applicant pursuant to the Agreement at the premium of HK$1,199.00 each upon Completion

“the Total Transfer Condition”

a condition that unless all of the Relevant Shares are sold pursuant to Clause 5.1 hereof, none shall be sold

“Transferor”

the Applicant who desires to transfer or otherwise dispose of the Subscription Shares and give a Transfer Notice in accordance with Clause 5.1 hereof

“Transfer Notice”

the notice in writing given by the Transferor in accordance with Clause 5.1 hereof that he desires to transfer or dispose of the Relevant Shares

“in writing”

includes any communication made by letter facsimile transmission or electronic mail

1.2 In these terms and conditions references to statutes shall include any modification re-enactment or extension of them.

1.3 Words and phrases defined in the Ordinance shall have the same meaning in these terms and conditions unless otherwise defined herein.

1.4 The headings hereof are inserted for convenience only and shall be ignored in construing these terms and conditions.

1.5 Unless the context otherwise requires, references in these terms and conditions to the singular shall be deemed to include references to the plural and vice versa; references to one gender shall include all genders and references to any person shall include an individual, firm, body corporate or unincorporated.

Subscription

The Applicant forthwith on signing of the Application irrevocably subscribes for the number of Subscription Shares shown therein for the Subscription Price shown therein subject to the Agreement.

Payment of the Subscription Price

3.1

The Subscription Price shall be paid and payable by the Applicant to the Company in the following manner:-

3.1.1 a sum of HK$300,000.00 being initial deposit shall be payable and paid on signing and submission of the Application;

3.1.2 a further sum of HK$400,000.00 being further deposit shall be payable and paid on or before the expiry of 14 days of the approval of the Application by the Company;

3.1.3 a further sum of HK$500,000.00 being the balance of the Subscription Price shall be payable and paid within 28 days of the approval of the Application by the Company.

3.2 Save the Application is refused by the Company, all or any part of the Subscription Price paid or made to the Company is nonrefundable and not transferrable.

3.3 Should the Applicant fail to pay the Subscription Price in the manner stated in Clause 3.1 above, the Company is at its absolute discretion to terminate the Application.

Completion arrangement

4.1 Completion shall take place forthwith on full payment of the Subscription Price in the manner as set out in Clause 3.1 above or at such other time and place as the Company may determinate at its absolute discretion and at Completion:

4.1.1 The Company shall procure that:

4.1.1.1 valid resolutions are passed to authorize the issue and allotment of the Subscription Shares to the Applicant and the entering into and completing of the Agreement by the Company;

4.1.1.2 The Company shall allot and issue the Subscription Shares to the Applicant or its nominees and shall enter the name of the Applicant or its nominees in the register of the members of the Company as registered holders and shall issue and deliver to the Applicant appropriate share certificate duly executed by the Company.

4.2 Unless otherwise agreed in writing by the Applicant the Subscription Price shall be applied by the Company solely to provide working capital to the Company.

Transfers of Subscription Shares

5.1 Notwithstanding anything contained in the Agreement to the contrary but subject to Clause 5.2, no transfer or disposal of any of the Subscription Shares shall be made by the Applicant unless the following provisions are complied with and subject to the approval of the Board and the Applicant shall not otherwise sell, mortgage, charge or otherwise dispose of or encumber any Subscription Shares or assign or otherwise purport to deal with the beneficial interest therein or any right in relation thereto separate from the legal interest:-

5.1.1 Before transferring or disposing of any of the Subscription Shares or any interest therein the Transferor shall give the Transfer Notice to the Company that it desires to transfer or dispose of the same. The Transfer Notice shall specify

5.1.1.1 the Relevant Shares;

5.1.1.2 the price at which the Transferor is willing to sell the Relevant Shares; and

5.1.1.3 whether the Transferor wishes to impose the Total Transfer Condition.

5.1.2 The Transfer Notice shall constitute the Company the agent of the Transferor for the sale of the Relevant Shares at the Prescribed Price during the Prescribed Period to the other Members and save as provided in Clause 5.1.5 hereof shall not be revocable except with the consent of the other Members.

5.1.3 If the price stated in the Transfer Notice is not approved by the Board, the Prescribed Price shall be determined by the auditors of the Company for the time being and be final and binding on the Members. The costs of such determination shall be borne by the Transferor.

5.1.4 For the purpose of this Clause, the fair value of the Relevant Shares shall be the higher of the Net Asset Value (as hereinafter defined) of the Relevant Shares determined by reference to the latest audited accounts of the Company and the Open Market Value (as hereinafter defined) of the Relevant Shares at the date of the Transfer Notice where:-

5.1.4.1 The “Net Asset Value” of the Relevant Shares shall be ascertained by dividing the net asset value of the Company as shown in its latest audited accounts by the number of shares then in issue and multiplying the resultant amount by the number of shares comprised in the Relevant Shares; and

5.1.4.2 the “Open Market Value” of the Relevant Shares shall be ascertained on the following assumption and bases:-

5.1.4.2.1 valuing the Relevant Shares as on an arm’s length sale between a willing vendor and a willing purchaser;

5.1.4.2.2 if the Company is then carrying on business as a going concern, on the assumption that it will continue to do so;

5.1.4.2.3 that the Relevant Shares are subject to the restrictions on transfers contained in this Clause;

5.1.4.2.4 taking full account of any rights and obligations attached to the Relevant Shares whether by virtue of any contract or otherwise; and

5.1.4.2.5 taking full account of any element of control attaching to the Relevant Shares or conferred by the transfer of the Relevant Shares or the relevant part thereof.

5.1.5 Upon being notified of the determination of the Prescribed Price, the Transferor shall be entitled by written notice to the Board to withdraw the Transfer Notice within two weeks of the date on which it is notified of the determination of the Prescribed Price.

5.1.6 Promptly following approval by the Board of the price stated in the Transfer Notice or failing such approval, upon the expiry of two weeks after the Transferor has been notified of the determination of the Prescribed Price by the auditors and in the absence of the Transferor withdrawing the Transfer Notice pursuant to Clause 5.1.5 hereof, the Relevant Shares shall be offered by the Company by notice in writing to the other Members for purchase at the Prescribed Price. Such offer shall be open for acceptance at any time in the Prescribed Period.

5.1.7 Subject to Clause 5.1.9 and Clause 5.1.10 hereof, if there shall only be one Member who applies for all or any of the Relevant Shares within the Prescribed Period, the Company shall give notice in writing thereof to the Transferor and the Transferor shall be bound upon payment to transfer such of the Relevant Shares to such Member as he has applied for. The purchase shall be completed at a place and time to be appointed by the Directors not being less than three days nor more than ten days after the date of such notice, and the Directors shall be bound to register the transfer.

5.1.8 Subject to Clause 5.1.9 and Clause 5.1.10 hereof, if there shall be more than one Member who applies within the Prescribed Period for all or any of the Relevant Shares, the Directors shall allocate the Relevant Shares (or so many of them as shall have been applied for as aforesaid) to or amongst the applicants in proportion as nearly as may be to the number of shares held by them as at the date of the Transfer Notice provided that if not all Members accept the offer in their respective proportions in full any Relevant Shares not so accepted shall be used to satisfy requests from other Members as nearly as may be in proportion to their requests. However, no Member shall be obliged to take more than the maximum number of the Relevant Shares specified by him as aforesaid. The Directors shall forthwith give notice of such allocations to the Transferor and the Members to whom the Relevant Shares have been allocated and shall specify in the said notice the place and time, being not less than three days nor more than ten days after the date of such notice at which the sale of the Relevant Shares so allocated shall be completed. The Transferor shall be bound upon payment to transfer the Relevant Shares so allocated to the relevant Members and the Directors shall be bound to register the transfers.

5.1.9 If the Relevant Shares is not more than one and there shall be more than one Member applying for the Relevant Shares, the Directors shall accept the application for the Relevant Shares on a ‘first-come, first-served’ basis and the Company’s evidence of the date and time of receipt of such application shall be final and conclusive.

5.1.10 If the Transfer Notice contains a Total Transfer Condition, an offer of sale of the Relevant Shares made by the Directors pursuant to this Clause 5.1 shall only be capable of acceptance when all of the Relevant Shares shall have been accepted by the Members. If by the foregoing procedures the Directors shall not have received acceptances in respect of all of the Relevant Shares within the Prescribed Period, they shall forthwith give notice in writing of that fact to the Transferor. The Transfer Notice shall then be deemed to have been withdrawn and no transfer shall take place.

5.1.11 If the Transfer Notice does not contain a Total Transfer Condition and if by the foregoing procedures the Directors shall have received acceptances from Members in respect of part only of the Relevant Shares within the Prescribed Period then they shall forthwith give notice in writing of that fact to the Transferor. The Transferor shall then be entitled at any time within six months after the date of the Directors’ said notice to sell and transfer all or part of those Relevant Shares which have not been accepted as aforesaid to any person or corporation approved by the other Members (such approval not to be unreasonably withheld) at any price, being not less than the Prescribed Price (or a proportion of the Prescribed Price which represents the proportion of the Relevant Shares to be transferred).

5.1.12 The provisions of this Clause 5.1 shall not apply to any transfer to which the consent in writing of all the Members for the time being is given.

5.2 Notwithstanding Clause 5.1,

5.2.1 the Directors in their absolute discretion and without assigning any reason therefor may decline to register any transfer of the Subscription Shares which are not fully paid and shall refuse to register any transfer of the Subscription Shares if registration thereof would cause the number of shareholders of the Company to exceed the number permitted under the Agreement.

5.2.2 the Directors shall not register a transfer to a person who is known to them to be an infant, bankrupt or person of unsound mind provided that the Directors shall not be bound to enquire into the age or soundness of mind of any transferee or whether or not he is a bankrupt.

5.2.3 a transfer of the Subscription Shares:-

5.2.3.1 to a transferee who is and remains a wholly-owned subsidiary of the ultimate holding company of the Applicant shall be permitted provided that:

5.2.3.1.1 the obligations of the Applicant under the Agreement will remain unaffected by the proposed transfer; and

5.2.3.1.2 the Subscription Shares will be re-transferred to the Applicant immediately upon the transferee ceasing to be a wholly-owned subsidiary of the Applicant; or

5.2.3.2 pursuant to any agreement between the Company and the Applicant on the transfer or the right to transfer of Subscription Shares shall be permitted.

5.3 It shall be a condition precedent to the right of the Applicant to transfer any Subscription Shares that:-

5.3.1 except where the transfer is in accordance with Clause 5.2.3, the transferee (if not already bound by the provisions of the Agreement) executes a deed or document as the Company may require so as to be bound by the provisions of the Agreement; and

5.3.2 except where the transfer is in accordance with Clause 5.2.3, the transferor assigns and the transferee accepts an assignment of all or, in the case of a transfer of part of the Subscription Shares of the Applicant, a proportionate part of the loans or guarantees (if any) made to or given on behalf of the Company by the transferor and for the time being outstanding.

5.4 Subject to the approval of the Board, the Company will procure that the Directors shall register any transfer of Subscription Shares which complies with the provisions of this Clause.

5.5 All transfers by the Applicant pursuant to this Clause shall be effected by the Applicant selling as beneficial owner free and clear of all encumbrances and together with all rights attaching thereto. Upon completion, the Applicant shall deliver to the transferee duly executed transfers and sold notes in respect of the shares transferred in favour of the transferee. The parties to the Agreement shall do or procure to be done all such acts and things as may be necessary to give full effect to the transfers and the registration thereof.

5.6 A Change of Control in the Corporate Holder shall be construed as a transfer of the Subscription Shares under this Clause 5 held by that Corporate Holder. In the event of a Change of Control in any Corporate Holder, the Company shall be entitled at any time after it has knowledge of such event to nominate a purchaser to purchase the equity securities held by that Corporate Holder on no less favourable terms (including the price) on which such Change of Control has been effected and the provisions of the Clause 5 hereof shall apply, mutatis mutandis, as if that Corporate Holder has served a Transfer Notice in respect of such equity securities to each of the other Members who is not affiliated with that Corporate Holder.

General

6.1 The Company and the Applicant shall each pay its own costs and expense (including legal and accounting fees) incurred by them in relation to the Application for the Subscription Shares and all documents incidental to it.

6.2 The provisions of the Agreement shall be binding upon and enure to the benefit of the personal representative of the Applicant being an individual.

6.3 Nothing in the Agreement shall constitute or be deemed to constitute a partnership between the parties to it.

6.4 In the event of any conflict between the provisions of these terms and conditions and the provisions of the Articles these terms and conditions shall prevail.

Waiver remedies cumulative amendments etc

7.1 No failure or delay by either party to the Agreement in exercising any right power or privilege under the Agreement shall operate as a waiver of it nor shall any single or partial exercise by either party to the Agreement or any right power or privilege preclude any further exercise of it or the exercise of any other right power or privilege.

7.2 The rights and remedies provided in the Agreement are cumulative and not exclusive of any rights and remedies provided by law.

7.3 No provision and remedy provided in the Agreement may be amended modified waived discharged or terminated otherwise than by express written agreement of the parties to it nor may any breach of any provision of the Agreement be waived or discharged except with the express written consent of the parties to it.

Notice

8.1 Each notice, demand or other communication given or made under the Agreement shall be in writing and delivered or sent, in case of the Company, to its registered office and in case of the Applicant, his address, either residential or office, shown in the Application (or such other address as the addressee has by no less than five (5) daysâ&#x20AC;&#x2122; prior written notice specified to the other parties).

8.2 Any notice, demand or other communication so addressed to the relevant party shall be deemed to have been delivered if given or made by letter, when actually delivered to the relevant address when dispatched.

Entire agreement

Each party confirms that the Agreement sets out the entire agreement and understanding between the parties in relation to the transactions contemplated and that it supersedes all previous agreement arrangement and understanding between them with regard to such transaction and that the Applicant is not entering into the Agreement or any of the arrangement contemplated in reliance upon any representation or warranty.

10.

Time

Time shall be of the essence of the Agreement. 11.

Governing law and jurisdiction

The Agreement is governed by and shall be construed in accordance with the law of Hong Kong Special Administrative Region and the parties to it hereby submit to the non-exclusive jurisdiction of the Hong Kong Courts.

Confidentiality Undertaking To

YUE FUNG INTERNATIONAL HOLDING LIMITED

In consideration of you agreeing to disclose and disclosing to me or us all technical and non-technical information related to the business system of Yue Fung International Holding Limited including but not limited to (a) trade secret, (b) copyrighted information, and (c) proprietary information-- ideas, techniques, sketches, drawings, works of authorship, models, inventions, know-how, software source documents, and formulae related to the current, future, and proposed services of each of the Company, and including, without limitation, their respective information concerning research, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, customer lists, investors, employees, business and contractual relationships, business forecasts, sales and merchandising, marketing plans and information you provide regarding third parties (â&#x20AC;&#x153;the Confidential Informationâ&#x20AC;?), I hereby undertake to you that I shall at all times:-

(i) hold and keep in strict confidence and not disclose to any third party the Confidential Information, except as approved in writing by the Company;

(ii) use the Confidential Information for no purpose other than evaluating the business of the Company with a view to investing or procuring investment from other parties in the proposed business concept for the Company;

(iii) reproduce the Confidential Information in whatever forms for whatever purposes;

(iv) only permit access to Confidential Information of my employees or authorized representatives having a need to know and who have signed confidentiality agreements or are otherwise bound by confidentiality obligations at least as restrictive as those contained herein;

(v) upon request of the Company, promptly return to the Company all documents and other tangible materials representing the other's Confidential Information and all copies thereof without retaining any copy thereof.

My obligations under this Undertaking with respect to any portion of the Confidential Information shall terminate when I can document that:

(i) it was in the public domain at the time it was communicated to me by the Company;

(ii) it entered the public domain subsequent to the time it was communicated to me by the Company through no fault of me;

(iii) it was in my possession free of any obligation of confidence at the time it was communicated to me by the Company;

(iv) it was rightfully communicated to me free of any obligation of confidence subsequent to the time it was communicated to me by the Company; and,

(v) the communication was in response to a valid order by a court or other governmental body, was otherwise required by law, or was necessary to establish the rights of either party.

3. I recognize and agree that nothing contained in this Undertaking shall be construed as granting any property rights, by license or otherwise, to any Confidential Information disclosed, or to any invention or any patent, copyright, trademark, or other intellectual property right that has issued or that may issue, based on such Confidential Information. 4. I acknowledge that the Company, its director or employees shall in no event be responsible for any loss and damage which I suffer or may suffer as a result of any use of the Confidential Information whether such use is contemplated under the transaction leading to the disclosure of the Confidential Information.

I acknowledge that breach of this Undertaking may cause irreparable harm to the Company for which the Company is entitled to seek injunctive or other equitable relief as well as monetary damages.

This Undertaking shall be governed by, enforced under, and construed and interpreted in accordance with, the laws of Hong Kong without reference to conflict of laws principles. The Court of Hong Kong shall have the exclusive jurisdiction of all disputes arising out or in connection with this Undertaking. If any provision of this Undertaking is found by a proper authority to be unenforceable or invalid such unenforceability or invalidity shall not render this Undertaking unenforceable or invalid as a whole and in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law. Neither the Company nor I shall assign or transfer any rights or obligations under this Undertaking, including by operation of law, without the prior written consent of the other party. The Undertaking is the complete and exclusive agreement regarding the disclosure of Confidential Information between the parties, and replaces any prior oral or written communications between the parties regarding Confidential Information.

裕豐國際控股有限公司 YUE FUNG INTERNATIONAL HOLDING LIMITED (“the Company”) Share Subscription Application Applicant’s Personal Information Title: Mr./Mrs./Ms

First Name:

Last Name:

Office Address:

Residential Address:

HKID / passport no.:

Occupation:

Tel.:

(office)

(mobile)

Email:

(home)

Fax:

I am subscribing for 1,000 non-voting “A” ordinary shares of HK$1.00 each at a total premium of HK$1,199,000.00. I shall pay the total amount of HK$1,200,000.00 by: Cheque (payable to Rays Chan & Co - client’s account) □ Transfer to the bank account as follows: □ Company Name: Bank Name Bank Adress: Swift Code: Bank A/C No.:

Rays Chan & Co - Client’s Account The Hongkong and Shanghai Banking Corporation Limited - Electric Road Branch Shop A2, Block A, Sea View Estate, North Point, Hong Kong HSBCHKHHHKH HKD Savings 028-4-051893

Acknowledgements I understand and acknowledge that:1.

I have been provided with and thoughtfully considered: the Memorandum and Articles of Association of the Company; Terms and Conditions for Subscription and Allotment of Shares of the Company; and the Confidentiality Undertaking of the Company, and agree to abide by the terms thereof, subject to which this Application is made;

Once this Application is signed and submitted to the Company, it cannot be cancelled;

The Company reserves its rights to reject this Application;

Like other investments, there is risk associated with the investment in the Company and I have been advised to seek advice on such risk from independent professionals;

This Application is made on my own free will and is not made as a result of any representation or influence of the Company, its directors or employees;

The Company is hereby authorized to sign or execute any and all documents or deeds for the purpose of completing this Application and I hereby indemnify the Company, its directors or its employees from all loss and claim arising out of acting upon the authorization hereby given.

Date :

Signature: