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Company Number 1611704

TERRITORY OF THE BRITISH VRIGIN ISLANDS

THE BVI BUSINESS COMPANIES ACT

(NO. 16 OF 2004)

MEMORANDUM AND ARTICLES OF ASSOCIATION

OF

Sino Star Ventures Limited

Incorporated the 27th day of October, 2010

TERRITORY OF THE BRITISH VIRGIN ISLANDS

THE BVI BUSINESS COMPANIES ACT, 2004

(the \

MEMORANDUM OF ASSOCIATION

OF

Sino Star Ventures Limited

1

NAME

The name of the Company is Sino Star Ventures Limited. 2 3

COMPANY LIMITED BY SHARES

The Company is a company limited by shares. The liability of each member is limited to the amount from time to time unpaid on such member's shares. REGISTERED OFFICE

The first registered office of the Company will be situated at the office of the registered agent which is at Trinity Chambers, PO Box 4301, Road Town, Tortola, Virgin Islands, British or such other place as the directors or members may from time to time decide, being the office of the registered agent. REGISTERED AGENT

The first registered agent of the Company will be SHRM Trustees (BVI) Limited of Trinity Chambers, PO Box 4301, Road Town, Tortola, Virgin Islands, British or such other registered agent as the directors or members may decide from time to time. GENERAL OBJECTS AND POWERS

Subject to Regulation 6 below the objects for which the Company is established are unrestricted and the Company shall have full power and authority to carry out any object not prohibited by the BVI Business Companies Act, 2004 or as the same may be revised from time to time, or any other law of the British Virgin Islands. 6

LIMITATIONS ON THE COMPANY'S BUSINESS

For the purposes of section 9(4) of the Act the Company has no power to: (a)

carry on banking or trust business, unless it is licensed under the Banks and Trust Companies Act, 1990;

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2

(b)

carry on business as an insurance or as a reinsurance company, insurance agent or insurance broker, unless it is licensed under an enactment authorising it to carry on that business;

carry on the business of company management unless it is licensed under the Companies Management Act, 1990;

carry on the business of providing the registered office or the registered agent for companies incorporated in the British Virgin Islands; or

carry on the business as a mutual fund, mutual fund manager or mutual fund administrator unless it is licensed under the Mutual Funds Act, 1996.

(c) (d) (e) 7

AUTHORISED SHARES (a) (b)

The Company is authorised to issue a maximum of 50,000 shares of one class with a par value of USD1.00 each.

The shares in the Company shall be issued in the currency of the United States of America.

Each share in the Company confers on the holder: (i) (ii) (iii)

the right to one vote at a meeting of the members of the Company or on any resolution of the members of the Company;

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

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

(c)

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REGISTERED SHARES ONLY

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

Subject to the provisions of the Act, the Company shall by resolution of the directors or members have the power to amend or modify any of the conditions contained in this Memorandum of Association.

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