China Billion Resources : Memorandum and articles of association (new articles of association) of the Company

5937bdbe-504d-46b3-8cb8-7beb0d7e8865.pdf

The Companies Law (Revised) Company Limited by Shares

AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF China Billion Resources Limited

中富資源有限公司*

(adopted at a general meeting held on [], 2016)

* for identification purpose only

SUBJECT Table A	I N D E X	Article No. 1
Interpretation	2
Share Capital	3
Alteration of Capital	4-7
Share Rights	8-9
Variation of Rights	10-11
Shares	12-15
Share Certificates	16-21
Lien	22-24
Calls on Shares	25-33
Forfeiture of Shares	34-42
Register of Members	43-44
Record Dates	45
Transfer of Shares	46-51
Transmission of Shares	52-54
Untraceable Members	55
General Meetings	56-58
Notice of General Meetings	59-60
Proceedings at General Meetings	61-65
Voting	66-74
Proxies	75-80
Corporations Acting by Representatives	81
Written Resolutions of Members	82
Board of Directors	83
Retirement of Directors	84-85
Disqualification of Directors	86
Executive Directors	87-88
Alternate Directors	89-92
Directors' Fees and Expenses	93-96
Directors' Interests	97-100
General Powers of the Directors	101-106
Borrowing Powers	107-110
Proceedings of the Directors	111-120
Managers	121-123
Officers	124-127
Register of Directors and Officers	128
Minutes	129
Seal	130
Authentication of Documents	131
Destruction of Documents	132
Dividends and Other Payments	133-142
Reserves	143
Capitalisation	144-145

Subscription Rights Reserve 146

Accounting Records 147-151

Audit 152-157

Notices 158-160

Signatures 161

Winding Up 162-163

Indemnity 164

Amendment to Memorandum and Articles of Association and Name of Company 165

Information 166

- 1 -

THE COMPANIES LAW (REVISED) COMPANY LIMITED BY SHARES

AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF China Billion Resources Limited

中富資源有限公司*

(adopted at a general meeting held on [], 2016)

TABLE A

1. The regulations in Table A in the Schedule to the Companies Law (Revised) do not apply to the Company.

   
   

   INTERPRETATION

   
   

2. (1) In these Articles, unless the context otherwise requires, the words standing in the first column of the following table shall bear the meaning set opposite them respectively in the second column.

WORD MEANING

"Articles" these Articles in their present form or as supplemented or amended or substituted from time to time.

"Auditor" the auditor of the Company for the time being and may include any individual or partnership.

"Board" or "Directors" the board of directors of the Company or the directors

present at a meeting of directors of the Company at which a quorum is present.

"business day" shall mean a day on which the Designated Stock Exchange

generally is open for the business of dealing in securities in Hong Kong. For the avoidance of doubt, where the Designated Stock Exchange is closed for the business of dealing in securities in Hong Kong on a business day by reason of a Number 8 or higher typhoon signal, black rainstorm warning or other similar event, such day shall for the purposes of these Articles be counted as a business day.

"capital" the share capital of the Company from time to time.

"clear days" in relation to the period of a notice that period excluding the

day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect.

* for identification purposes only