ABC CHINA ARTICLES OF ASSOCIATION - WFOE

1 ABC CHINA ARTICLES OF ASSOCIATION AUGUST 2008 TABLE OF CONTENTS CHAPTER I GENERAL CHAPTER II PURPOSE, BUSINESS SCOPE AND CHAPTER III TOTAL AMOUNT OF INVESTMENT AND REGISTERED CHAPTER IV SINGLE CHAPTER V EXECUTIVE CHAPTER VI CHAPTER VII MANAGEMENT CHAPTER VIII TAX, FINANCE AND CHAPTER IX LABOUR CHAPTER X TRADE CHAPTER XI CHAPTER XII DURATION, DISSOLUTION AND CHAPTER XIII RULES AND CHAPTER XIV SUPPLEMENTARY ABC CHINA ARTICLES OF ASSOCIATION ABC LAND LIMITED, a Hong Kong company incorporated on 9 August 2005, with its legal address located at FLAT/RM LIWA CENTRE, HK, belongs to a group of companies which is very active in the housewares, bathroom furniture and shower cabins field.

2 In view of the large potential of the Chinese market, ABC LAND LIMITED wishes to establish a wholly foreign-owned subsidiary in Shanghai, in order to undertake wholesale distribution of housewares, bathroom furniture and shower cabins in the PRC and to provide related auxiliary services to respond to PRC market specificities. CHAPTER I GENERAL PROVISIONS article 1 The present ARTICLES of ASSOCIATION are hereby formulated by ABC LAND LIMITED (hereinafter referred to as the "Single Shareholder") in accordance with the "Law of the People's Republic of CHINA on Wholly Foreign-owned Enterprises" (hereinafter referred to as "WFOE Law") and its Implementing Regulation (hereinafter referred to as "WFOE Regulation"), for the setting up of ABC CHINA (hereinafter referred to as the "Company")

3 In Shanghai, PRC. The present ARTICLES of ASSOCIATION are also formulated in accordance with the PRC Company Law as amended and entered into force on 1 January 2006, wherever the WFOE law is silent. article 2 The name of the Company in Chinese: any: The Legal address of the CompRoom 2402, West Nanjing Road, Shanghai The Company may, by decision of the Executive Director and with the approval of relevant Chinese authorities, establish inside or outside the PRC branch offices, subsidiaries and other affiliated entities necessary to fulfil the needs of its activity.

4 article 3 Name of the Single Shareholder: ABC LAND LIMITED Legal Status: Limited Liability Company Legal address: FLAT/RM 1806 KAWA CENTRE, 5-19 HK Legal Representative: David Position: Director Nationality: article 4 The Company is a Chinese legal person and a limited liability company. The liability of the Single Shareholder of the Company is limited to its contributions to the registered capital of the Company in accordance with Chapter III of the present ARTICLES of ASSOCIATION .

5 article 5 The activities of the Company shall be governed by the promulgated and publicly available laws of the People's Republic of CHINA . The Company shall be protected under the laws of the People's Republic of CHINA and shall be provided with lawful rights and relevant preferential treatments. CHAPTER II PURPOSE, BUSINESS SCOPE AND SCALE article 6 The purpose of the Company is to manage the distribution and expansion of ABC LAND LIMITED s housewares, bathroom furniture and shower cabins in CHINA .

6 By doing so, the Single Shareholder will develop the Chinese market of such products, enhance the overall quality level of such products as well as raise economic efficiency and ensure satisfactory economic benefits for the Single Shareholder. article 7 The business scope of the Company can be described as follows: Wholesale, commission agency (excluding auction), import and export of housewares, bathroom furniture and shower cabins, and related ancillary services. article 8 The Company shall be free to determine and implement the modalities of the design, development, sales and after-sale service of its products in the PRC, subject to the respect of the applicable rules and regulations.

7 CHAPTER III TOTAL AMOUNT OF INVESTMENT AND REGISTERED CAPITAL article 9 The total amount of investment of the Company equals USD200,000 (two hundred thousand USD). The registered capital of the Company equals USD140,000 (one hundred forty thousand USD). 20% of the registered capital shall be contributed in USD in cash within three (3) months after the issuance of the Company s Business Licence. The remaining portion shall be contributed within two (2) years after the issuance of the Company s Business Licence.

8 article 10 After capital contributions have been made, the Company shall appoint an accountant registered in CHINA , who shall issue a verification report. Upon receipt of a satisfactory verification report, the Company shall submit one original of the verification report to the Administration for Industry and Commerce for the record. article 11 The Company may, upon decision of the Single Shareholder pursuant to article 13 below, increase its registered capital provided it has obtained the approval of the relevant approval authority and the Single Shareholder shall have a preferential right to subscribe to such capital increase.

9 The Company may reduce its registered capital in accordance with relevant Chinese laws and regulations and subject to a valid resolution of the Single Shareholder to that effect, provided that the relevant approval authority approves such reduction. article 12 Any important matters such as division, merger with another economic organisation, capital increase, reduction or transfer, liquidation and all other matters requiring the approval of the original examination and approval authority, shall be subject to the approval by such examination and approval authority and to the registration with the Administration for Industry and Commerce.

10 CHAPTER IV SINGLE SHAREHOLDER article 13 The Company is invested by a Single Shareholder and, pursuant to article 62 of the PRC Company Law, shall not have a shareholders meeting. The Single Shareholder shall be the highest authority within the Company and perform all the functions listed below: (a) to approve the business policy and investment plans of the Company, on the basis of resolutions made to that effect by the Executive Director; (b) to elect and replace the Executive Director and the Supervisor and decide on matters relating to their remuneration; (c) to consider and approve reports of the Executive Director.