1 YOUR COMPANY KIT AND MAINTENANCE OF CORPORATE RECORDS

1.1 Memorandum and Articles of Association ("M&A")

This company kit includes five copies of the M&A of which two have been stamped by the BVI Registry. Further copies are retained by the Registered Agent and the Registrar of Companies in the BVI.

Any amendments to the M&A may be passed by resolution of the director(s) or shareholder(s) and must be filed with the Registrar of Companies in the BVI. Amendments are NOT effective until so filed.

Kaizen Corporate Services Limited ("Kaizen") will be pleased to assist with providing standard form amendments, with filing amendments and with re-printing the M&A on request.

1.2 Minutes and Financial Records

An IBC is required to keep minutes of all meetings of directors, members, committees of directors, committees of officers and committees of members. Copies of all written resolutions consented to by the foregoing parties must also be kept. An IBC must also keep such accounts and records as the directors consider necessary or desirable to reflect the financial position of the Company.

The books, records and minutes of the Company must be kept at the Registered Office of the Company in the BVI or at such other place that the directors determine.

Any member of an IBC may, upon request, inspect the records of that company. In the event of the directors refusing to allow such inspection, a member has the right to apply to court for an order to allow the inspection.

Kaizen provides draft minutes of first director's meeting with each IBC company kit.

1.3 Share Certificates

Certificates for registered shares and bearer shares are provided by Kaizen in each company kit Every member is entitled to a share certificate, which must be signed by: i) two directors, ii) two officers, iii) one director and one officer, or iv) issued under the common seal of the company, with or without the signature of any director or officer. In practice we recommend that all certificates be signed and sealed.

1.4 Bearer Shares

Where shares are to be issued to bearer in accordance with the Articles 10 to 19 of Articles of Association, the following actions should be taken:-
i. Applications for the issue of shares, or instruments of transfer, as the case may be, should be completed clearly by the insertion of the word "Bearer" as appropriate. Such documents should be signed on the Bearer's behalf.
ii. The Register of Members and the Register of Transfers should be completed to note the issue of or transfer to/from bearer and the entry should be signed or initialled by a director or officer of the Company. Please include an address to which the Company can send notices to the Bearer Shareholder.
iii. Bearer share certificates should be issued and signed in the manner set out in 1.3 above. Bearer certificates should be kept in safe custody at all times.

1.5 Company Seal

An IBC is required to have a common seal and an imprint thereof must be kept at the Registered Office of the Company in the BVI. Kaizen provides seals for all companies and has delivered the required imprint in respect of all companies to BVI Registry.

1.6 Register of Members

Every IBC is required to keep a share register, which is prima facie evidence of any details required by the IBC Act to be contained in the Register. Forms contained in each company kit make provision for all information required by the Act. The original or copy of the Register of Members must be kept at the Registered Office in the BVI. It is advisable to keep the original there for estate duty or stamp duty reasons. Kaizen should be notified of any share transfers or issue of additional shares.

1.7 Register of Transfers, Directors and Secretaries

An IBC is not required by law to maintain these registers, however, they are provided to assist in maintaining the records of the Company and it is recommended that they be kept. If the directors determine to maintain a Register of Directors, the original or a copy thereof must be kept at the Registered Office of the Company. Kaizen should be notified of any appointments or resignations of directors.

2 REGISTERED OFFICE AND AGENT - SERVICES FROM THE BVI

2.1 Registered Office and Agent

All IBCs must have a Registered Agent and a Registered Office in the BVI. The Registered Agent for your company is TrustNet (British Virgin Islands) Limited and the Registered Office is at TrustNet Chambers, Road Town, Tortola, British Virgin Islands.

2.2 Authentication or Attestation of Documents

Any document requiring authentication or attestation may be signed by a director, a secretary, an authorized officer, or agent of the Company. The Registered Agent may verify the signature of any director, officer or agent, authenticating or attesting any document executed on behalf of the Company. The company will be bound by any document so verified by the Registered Agent.

2.3 Records held at the Registered Office

The Registered Office should, as a minimum, retain for every IBC, a copy of its Certificate of Incorporation, a copy of the Memorandum and Articles, any amendments thereto, an imprint of the common seal and the original or copy of the Register of Members.

Even if a company determines to maintain its corporate records outside the BVI, the Company must deliver a copy of the Register of Members to the BVI. It is your responsibility to ensure that this is done. Kaizen will be pleased to assist with forwarding any documents to the Registered Office in the BVI on your behalf.

If an IBC determines by resolution of its directors to keep a Register of Directors, a copy of this should be kept at the Registered Office. In practice, we recommend that a copy of the Subscriber's appointment of first directors and a copy of the Register of Directors should always be kept at the Registered Office. Kaizen will be pleased to assist with forwarding any documents to the Registered Office in the BVI on your behalf.

3 THE BVI REGISTRY OF INTERNATIONAL BUSINESS COMPANIES

3.1 Company Documents held

The BVI Registry only maintains a copy of an IBC's Certificate of Incorporation, its Memorandum and Articles of Association and any amendments thereto.

The Registry will provide certified copies of these documents and search company files as required. Kaizen will be pleased to assist with all such requests for certified copies of such documents or searches.

3.2 Optional registration of Directors, Members and Charges

New amendments to the IBC Act, which became effective in June 1991, provide for optional registration of Directors, Members and Charges. These options are entirely at the discretion of the Company which can "opt in" and also "opt out". Kaizen will be pleased to assist with all optional registrations, for which filing fees and services fees apply.

Details of optional registrations become public record and may be searched at the Registry. Kaizen will be pleased to arrange for lawyer's confirmations of documents lodged and search reports.

3.3 Certificates of Good Standing

Certificates of Good Standing for an IBC can be obtained upon application to the Registrar of Companies. Kaizen will be pleased to make applications on behalf of clients.

3.4 Annual Government Licence Fees and Registered Office/Agent Fees

Every IBC must pay annual Government licence fees as follows: -

Companies with Authorised Capital of 50,000 shares or less: US$350
Companies with shares of no par value: US$350
Companies with Authorised Capital greater than 50,000 shares: US$1,100

Annual fees of US$350 are payable for Registered Office and Agent Services. If a company is incorporated in the first six month of a year, the annual fees are due on 30th April and if a company is incorporated in the second half of the year, the annual fees are due on 31st October.

4 PAYMENT OF ANNUAL FEES

Kaizen will send invoices for annual Registered Office and Agent fees and Government licence fees by mail to the address it has on record on 1st March and 1st September each year. Please notify us of any changes in correspondence address, telephone or fax numbers, names of responsible persons and file reference numbers that should be quoted for this purpose. There will be Government penalties for late payment of fees and companies will be strike-off for non-payment of fees.

For incorporation, information or assistance, please contact:

Kaizen Corporate Services Limited

Hong Kong Office
Address: Room 803, Remington Centre
23 Hung To Road, Kwun Tong, Hong Kong
Tel: +852 2341 1444
Fax: +852 2341 1414
Email: info@bycpa.com
Website: www.bycpa.com

Shenzhen Office, China
Address: Room 2512, Shenhua Commercial Building, 2018 Jiabin Road,
Luohu District, Shenzhen, China
Tel: +86 755 8268 4480
Fax: +86 755 8268 4481

Shanghai Office, China
Address: Rooms 1623-24, Yongsheng Building, 2025 Zhongshan Road West, Xuhui District, Shanghai, China
Tel : +86 21 6439 4114
Fax: +86 21 6439 4414

Beijing Office, China
Address: Room 1102, Beijing Aerospace Building, 30 Haidian South Road, Zhongguancun, Beijing, China
Tel: +86 10 6874 8420; +86 10 6874 8422
Fax: +86 10 6874 8421