TREND GOLD CONSULTANTS LIMITED Directors Resolutions adopted without a meeting on the 13th day of October, 2006 Consent is given by the undersigned to the adoption of the following resolutions Incorporation It was NOTED The Company's Certificate of Incorporation number is 1054082. The Company's date of incorporation was 28 September 2006. First Director It was NOTED The first registered agent had appointed the following as the first director(s) of the Company: WENYunsong Share Number Issue of Shares ·._) It was NOTED The Company was authorised to issue no more than 50,000 shares of a single class. It was NOTED The Company had received applications for shares. It was RESOLVED That the applications be approved and that the Company issue shares accordingly and that share certificates be issued signed by a director of the Company and under the common seal as follows: Applicant No. of Certificate Shares "'N"'o"-._ _ Par Value WENYunsong -1- USDl.OO One It was FURTHER RESOLVED That details of the above issues of shares be entered in the register of members. TREND GOLD CONSULTANTS LIMITED Records It was RESOLVED That the books of accounts, records, resolutions and minutes of the Company be kept at Room 1204, Jin Bao Tower, 12th Floor, 89 Jin Bao Street, Dongcheng District, Beijing, China Postal Code 100005. Registers It was RESOLVED That the original register of members be kept at Room 1204, Jin Bao Tower, 12'11 Floor, 89 Jin Baa Street, Dongcheng District, Beijing, China Postal Code 100005. It was further RESOLVED That the original register of directors be kept at Room 1204, Jin Bao Tower, 12th Floor, 89 Jin Baa Street, Dongcheng District, Beijing, China Postal Code 100005. Seal Registered Office 'J It was RESOLVED That a seal, an impression of which is affixed hereto, be adopted as the common seal of the Company. It was NOTED The address of the Company's registered office was situated at Portcullis TrustNet Chambers, P.O. Box 3444, Road Town, Tortola, British Virgin Islands, the office of the registered agent. First Register~d Agent Itwa8NOTED The first registered agent for the Company was Portcullis TrustNet (BVI) Limited. Register of Charges It was NOTED The Company was required to keep a register of all charges created by it and a copy of the register was required to be kept at the.Registered Office or the office of the Registered Agent. Location !twas NOTED The Company was required to keep at the office of its registered agent: of Records (a) the memorandum and articles of association; (b) the original or a copy of its register of members; TREND GOLD CONSULTANTS LIMITED (c) the original or a copy of its register of directors; and (d) copies of all notices and other documents filed by the Company with Registry of Corporate Affairs for a period of ten years. It was further NOTED Where a copy of the register of members or register of directors is kept at the office of the registered agent the Company is required: (a} within 15 days of any change in the register to notify the registered agent, in writing, of the change; and (h) provide the registered agent with a written record of the physical address of the place or places at which the original register of members or the original register of directors is kept. Where the place at which the original register of members or the original register of directors is changed, the company is requrred to provide the registered agent with the physical address of the new location of the records within 14 days of the change of location. ) .~ . ( . Drrector CONSENT TO ACT AS DIRECTOR TREND GOLD CONSULTANTS LIMITED Portcullis TrustNet Chambers Road Town Tortola British Virgin Islands Dear Sirs, RE: TREND GOLD CONSULTANTS LIMITED I hereby give my consent to act as Director of the company effective this 13th day of October, 2006. SigfJature of Director WENYunsong Name ofDirector ) APPLICATION FOR SHARES To the Board of Directors TREND GOLD CONSULTANTS LIMITED Portcullis TrustNet Chambers Road Town Tortola British Virgin Islands Dear Sirs, RE: ) TREND GOLD CONSULTANTS LIMITED ("the Company") The undersigned hereby applies for the number of shares specified helow in the capital of the Company. The consideration specified below, being payment in full for the aforesaid shares has been paid to the Company. The undersigned agrees to take the said shares subject to the Memorandum and Articles of Association of the Company and authorises you to enter in the register of shares the name of the undersigned as the holder of the shares. Dated tbis 13th day of October, 2006 Name of Applicant ·J Number of shares Consideration WENYunsong -1- USDI.OO Date of Aooointment 13-0ct-06 Full Name Business Occupation Date of Ceasing to Act Rm 1204, Jin Bao Tower, 12th Floor, 89 Jin Bao Street WENYunsong (Passport No. Address , P.R.C.) Dongcheng District, Beijing China Postal Code 100005. NAME OF COMPANY ()' ~ TREND GOLD CONSULTANTS LIMITED REGISTER OF DIRECTORS Under Section 118 of the BVI Business Companies Act, 2004, the Company shall cause to be kept one or more Registers of Directors and the original or at least one copy then must be kept at the office of the Registered Agent of the Company in the BVI. To comply with the law the Company must provide the Registered Agent with the original upda1 Register of Directors or a copy thereof. l Full Name WEN Yunsong (Passport No. Address Date , P.R.C.) Occupation Room 1204, Jin Bao Tower, 12th Floor, 89 Jin Bao Street, Dongcheng District, Beijing, China Postal Code 100005. Shares Acquired Shares Transferred No. of Distinctive Nos. Transfer Certificate Distinctive Nos. No. of Certificate Amt. Pd. I No. of To Number From To Per Share Deed Number From Shares I Shares 13-0ct-06 Allotment One I I I NAME OF COMPANY USDI.OO Page TREND GOLD CONSULTANTS LIMITED No. - c:J - Classof Share - I ~~ ~ - Amt. Pd. Per Share Balance of Shares Held - I Nominal Value PerShare Remarks ~~ REGISTER ~ OF SHARES pncter Section 41 of the BVI Business Companies Act, 2004, the Company shall cause to be kept one or more Registers of Members and the original or at least one copy thereofmus be kept at the office of the Registered Agent of the Company in the BVI. To comply with the law the Company must provide the Registered Agent with the original updated Registe of Members or a copy thereof. l - _j ~