E Commodities : Amended and Restated Memorandum and Articles of Association

E-Commodities Holdings Limited

易大宗控股有限公司

易大宗控股有限公司

1. Company Name

2. The name of the Company is E-Commodities Holdings Limited (易大宗控股有限公司). (The Company shall have a foreign character name 易大宗控股有限公司 in addition to its English name E-Commodities Holdings Limited)

3. The members may from time to time change the Company's name by Special Resolution of Members. The Directors shall give notice of such resolution to the registered agent of the Company, for the registered agent to file an application for change of name with the Registrar, and any such change will take effect from the date of the certificate of change of name issued by the Registrar.

4. A change of name of the Company shall constitute an amendment of the Memorandum and Articles and in the event of a resolution being passed to change the name of the Company, the provisions below in respect of amendments to the Memorandum and Articles must be complied with.

5. Company Limited by Shares, Liability of Members

6. The Company is a company limited by shares.

7. The liability of each member is limited to:

8. the amount from time to time unpaid on that member's shares;

9. any liability expressly provided for in the Memorandum or the Articles; and

10. any liability to repay a distribution pursuant to section 58(1) of the Act.

11. Registered Office

12. The first registered office of the Company is situated at Akara Bldg., 24 De Castro Street, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands. The current registered office of the Company is situated at Nerine Chambers, PO Box 905, Road Town, Tortola, British Virgin Islands.

13. The Directors or members may from time to time change the Company's registered office by Resolution of Directors or Resolution of Members, provided that the Company's registered office shall at all times be the office of the registered agent. The Directors shall give notice of such resolution to the registered agent of the Company, for the registered agent to file with the Registrar a notice of change of registered office, and any such change of registered office will take effect from the date of the registration by the Registrar of such notice.

14. Registered Agent

15. The first registered agent of the Company is Mossack Fonseca & Co. (B.V.I.) Ltd. of P.O. Box 3136, Road Town, Tortola, British Virgin Islands. The current registered agent of the Company is Nerine Trust Company (BVI) Limited of Nerine Chambers, PO Box 905, Road Town, Tortola, British Virgin Islands.

16. The Directors or members may from time to time change the Company's registered agent by Resolution of Directors or Resolution of Members. The Directors shall give notice of such resolution to the registered agent of the Company (meaning the existing registered agent), for the registered agent to file with the Registrar a notice of change of registered agent, and any such change of registered agent will take effect from the date of the registration by the Registrar of such notice.

17. If the existing registered agent does not file such notice on instruction by the Directors, the Directors shall procure that a notice of change of registered agent is filed with the Registrar by a legal practitioner in the British Virgin Islands acting on behalf of the Company, and any such change of registered agent will take effect from the date of the registration by the Registrar of such notice.

18. General Objects and Powers

19. Subject to the following provisions of this Memorandum, 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 Act or any other law of the British Virgin Islands.

20. The Company has no power to:

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

22. carry on business as an insurance or as a reinsurance company, insurance agent or insurance broker, unless it is licensed or authorised to do so under the Insurance Act, 1994;

23. carry on the business of company management unless it is licensed to do so under the Companies Management Act, 1990;

24. carry on the business of providing the registered office or the registered agent for companies incorporated in the British Virgin Islands unless it is licensed to do so under the Banks and Trust Companies Act, 1990; or

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

26. Without limiting the foregoing, the powers of the Company include the power to do the following:

27. grant options over unissued shares in the Company and treasury shares;

28. issue securities that are convertible into shares;

29. give financial assistance to any person in connection with the acquisition of the Company's own shares;

30. issue debt obligations of every kind and grant options, warrants and rights to acquire debt obligations;

31. guarantee a liability or obligation of any person and secure any of its obligations by mortgage, pledge or other charge, of any of its assets for that purpose; and

32. protect the assets of the Company for the benefit of the Company, its creditors and its members and, at the discretion of the Directors, for any person having a direct or indirect interest in the Company.

33. Maximum Number of Authorised Shares

34. The Company is authorised to issue a maximum of 6,000,000,000 ordinary shares of one class with no par value.

35. The members may from time to time by Resolution of Members increase the maximum number of shares the Company is authorised to issue, by amendment to the Memorandum in accordance with the provisions below.

36. Rights Conferred by Shares

37. Each share in the Company confers on the holder:

38. the right to one vote on any Resolution of Members or Special Resolution of Members;

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

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

41. If at any time the Company is authorised to issue shares of more than one class 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 only with the consent in writing of the holders of not less than three-fourths in nominal value of the issued shares of that class or with the sanction of a Special Resolution of Members passed at a separate meeting of the holders of shares of that class. To every such separate meeting all the provisions of the Articles relating to general meetings shall mutatis mutandis apply, but so that the quorum for the purposes of any such separate meeting and of any adjournment thereof shall be a person or persons together holding (or representing by proxy or duly authorised representative) at the date of the relevant meeting not less than one-third in nominal value of the issued shares of that class.