Articles Of Association Part 1

TERRITORY OF THE BRITISH VIRGIN ISLANDS THE INTERNATIONAL BUSINESS COMPANIES ACT

( Cap. 291)

ARTICLES OF ASSOCIATION

OF EVANTON COMMERCE LIMITED

PRELIMINARY

1. References in these Articles to the Ordinance shall mean The International Business Companies Act, 19 84, as amended. The following Articles shall constitute the Articles of the Company. In these Articles, words and expressions defined in the Ordinance shall have the same meaning and, unless otherwise required by the context, the singular shall include the plural and vice versa, the masculine shall include the feminine and neuter, and references to persons shall include corporations and all legal entities capable of having a legal existence.

SHARE CERTIFICATES

2. Every person whose name is entered as a member in the share register being the holder of registered

shares, and every person who subscribes for shares issued to bearer, shall without payment be entitled to

a certificate signed by two directors or by two officers or by one director and one officer of the Company

or under the common seal of the Company with or without the signature of any director or officer of the

Company specifying the share or shares held and the par value thereof, provided that in respect of a

registered share or shares held jointly by several persons, the Company shall not be bound to issue more

than one certificate, and delivery of a certificate for a share to one of several joint holders shall be

:: sufficient delivery to all.

3. In the case of bearer shares, each certificate for shares issued to bearer shall carry an identifying number,

and the Company shall maintain a register of the name and address of an agent or attorney which may be

given to the Company by the bearer, identified for this purpose by such identifying number, for service

: of any notice, information or written statement required to be given to members.

4.. If a certificate is worn out or lost, it may be renewed on production of the worn out certificate, or on satisfactory proof of its loss, together with such indemnity as the directors may reasonably require. Any member receiving a share certificate shall indemnify and hold the Company and its officers harmless from any loss or liability which it or they may incur by reason of wrongful or fraudulent use or representation made by any person by virtue of the possession of such certificate.

SHARE CAPITAL AND VARIATION OF RIGHTS

5. Subject to the provisions of these Articles, the unissued and treasury shares of the Company shall be at the disposal of the directors who may, without limiting or affecting any rights previously conferred on the

holders of any existing shares or class or series of shares, offer, allot, grant options over, or otherwise dispose of such unissued and treasury shares to such persons at such times and upon such terms and conditions as the Company may, by resolution of directors, determine.

6. Without prejudice to any special rights previously conferred on the holders of any existing shares or class

of shares, any class of shares that the Company is authorised to issue in its capital may be issued with such

preferred, deferred or other special rights or such restrictions, whether in regard to dividend, voting, return

of capital or otherwise, as the directors by resolution may from time to time determine.

7. Subject to the provisions of the Ordinance in this regard, shares may be redeemed without the consent of

the member or members concerned on such terms and in such manner as the directors before or at the time

of the issue of the shares may determine.

8. The directors may redeem any such share at a premium subject to the provisions of the Ordinance.

9. If at any time the share capital is divided into different classes of shares, the rights attached to any class

(unless otherwise provided by the terms of issue of the shares of that class) may, whether or not the

Company is being wound up, be varied with the consent in writing of the holders of not less than three-

fourths- of the issued shares of that class and the holders of not less than three-fourths of the issued shares

of any other class of shares which may be affected by such variation.

10. 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.

11. 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 Articles or by law otherwise provided) any other rights in respect

of any share or fractional share except an absolute right thereto by the registered holder or holders.

TRANSFER OF SHARES

12. Registered shares in the Company may be transferred by a written instrument signed by the transferor and

containing the name and address of the transferee or in such other manner or form and subject to such

evidence as the directors shall consider appropriate. Shares issued to bearer shall be transferred by

delivery of the certificates

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