EXHIBIT 99.2
ARTICLES OF ASSOCIATION
OF
BEIJING NEWCO.LTD.
AUGUST 27th, 2000
The Sino-Overseas Construction Information Co. Ltd. (hereinafter referred to as
"Party A"), e Smart Systems, Inc.(hereinafter referred to as "Party B") and
Intermarket Ventures, Inc.(hereafter referred as "Party C") have formulated
these Articles of Association in accordance with the Law of the People's
Republic of Chinese Foreign Contractual Joint Ventures (hereinafter referred to
as the "Contractual Joint Venture Law") and the Joint Venture Contract dated as
of August 27, 2000, by and between Party A, Party B and Party C (hereinafter
referred to as the "Joint Venture Contract"), parts of which are incorporated
herein by reference as set forth below. The countries of registration and legal
addresses of Party A, Party B and Party C and the names and nationalities of
their legal representatives are as set forth in Article 1 of the Joint Venture
Contract.
(Party A, Party B and Party C may hereinafter be referred to collectively as the
Parties and individually as a Party.)
CHAPTER 1
GENERAL PROVISIONS
ARTICLE 1
The Chinese name of the Joint Venture Company shall be ****** . The English
name shall be ****** Company Ltd..
ARTICLE 2
The legal address of the Joint Venture Company shall be at ___________
District, Beijing, PRC.
ARTICLE 3
All activities of the Joint Venture Company shall comply with the relevant
laws and regulations of the PRC.
ARTICLE 4
The Joint Venture Company shall be a limited liability company. The
liability of the Parties for the debts and losses of the Joint Venture
Company shall be limited to their obligations to make their respective
contributions to the registered capital of the Joint
Venture Company, and no Party shall have any liability to the Joint Venture
Company or to any third party in connection with the activities of the
Joint Venture Company either jointly or severally other than the
requirement to make such contribution, unless otherwise agreed to in
writing by the Parties. The Parties shall share the profits and other
profits including proceeds of liquidation, losses and risks of the Joint
Venture Company in proportion as bellows: Party A is 25%, Party B is 50%
and Party C is 25%.
ARTICLE 5
Subject to approval of the original examination and approval authority, the
Joint Venture Company may establish branch offices inside of China with the
consent of the Board of Directors.
CHAPTER 2
THE PURPOSE AND SCOPE OF BUSINESS
ARTICLE 6
The purpose of the parties to the joint venture is in conformity with the wish
of enhancing the economic cooperation and technical exchanges, to participate in
the construction of digital industry model, to improve the product quality,
develop new products, and gain competitive position in the PRC market in quality
and price by adopting advanced and appropriate technology and scientific
management method, so as to raise economic results and ensure satisfactory
economic benefits for each investor.
ARTICLE 7
The Business Scope of NewCo shall be: "Import, manufacture, production, sales,
scientific development, systems integration and installation of Smart Cards and
readers, post-sales services, client services and training, and development of
digital smart card software and hardware, construction and system integration,
management and operation of the Smart Card transaction center, and
implementation and administration of services for the Smart Cards and readers
sold to the transaction center, including maintenance and upgrading services.
ARTICLE 8
With the development of the operations of the Joint Venture Company and subject
to the approval of the Board of Directors, the Joint Venture Company may amend
or increase its business scope, and apply it to the organization that originally
assigned approval.
CHAPTER 3
TOTAL AMOUNT OF INVESTMENT AND REGISTERED CAPITAL
ARTICLE 9
The total amount of investment in the Joint Venture Company shall be US$
29,000,000.
ARTICLE 10
The registered capital of the Joint Venture Company shall be US$ 29,000,000, of
which:
Party B's contribution shall be US$ 22,000,000, accounts for 76% of the total
amount of the registered capital. Party B shall contribute in US$ cash.
Party C's contribution shall be US$ 7,000,000, accounts for 24% of the total
amount of the registered capital. Party C shall contribute in US$ cash.
Party A shall contribute to the Joint Venture Company by IPR and other rights,
its contribution shall be subject to confirmation of Party B and Party C.
ARTICLE 11
The registered capital of the Joint Venture Company shall be paid in one time
within 30 working days of a valid interim business license is duly granted. The
cash contributions of Party B and Party C shall remit to the account of the
Joint Venture at one time, IPR and other rights contribution of Party A shall be
duly assigned to the Joint Venture Company or an agreement of Party A's
contribution shall be obtained between the Parties hereof.
ARTICLE 12
When a Party makes a contribution to the Joint Venture Company's registered
capital, a Chinese registered accounting firm appointed by the Board of
Directors shall promptly verify the contribution and issue a capital
verification report to the Joint Venture Company. Within thirty (30) working
days from receipt of the capital verification report, the Joint Venture Company
shall issue an investment certificate to such Party in the form prescribed by
the Joint Venture Regulations, signed by the Chairman and the Vice-Chairman of
the Board and chopped with the Joint Venture Company's chop. Each investment
certificate shall indicate
the amount of the capital contribution and the date on which such contribution
was made, and a copy shall be submitted to the Examination and Approval
Authority for the record. The General Manager shall maintain a file of all
capital verification reports and copies of all investment certificates that have
been issued to the Parties.
ARTICLE 13
No Party to these Articles of Association may assign all or part of its
interest in the registered capital of the Joint Venture Company to a third
party without the prior written consent of the other Parties. When a Party
intends to assign all or part of its interest in the registered capital of
the Joint Venture Company to a third party, it shall notify the other
Parties (the "Other Parties") in writing setting forth the purchase price
offered by the Third Party. The Other Parties shall have a preemptive right
to purchase such interest with the equal conditions.
CHAPTER 4
THE BOARD OF DIRECTORS
ARTICLE 14
The Joint Venture Company shall establish a Board of Directors, which shall
be the highest authority of the Joint Venture Company and shall decide all
major issues of the Joint Venture Company. The date of the issuance of the
Joint Venture Company's business license shall be the date of the
establishment of the Board of Directors.
ARTICLE 15
The Board of Directors shall be composed of eight (8) directors, of whom
four (4) shall be appointed by Party A, four (4) shall be appointed by
Party C. The Chairman of the board shall be appointed by Party A, and the
Vice Chairman of the Board shall be appointed by Party C. The term of
office for the directors, Chairman and Vice-Chairman shall be three (3)
years and they may serve consecutive terms if re-appointed by the
appointing Party. Any vacancy created in the Board of Directors shall be
filled by the Party which originally appointed the absent director. Upon
the agreement of the Board, either Party may at any time remove for any
reason any or all of the directors appointed by such Party and appoint in
lieu thereof another director or directors or any other person to serve the
remainder of the relevant term effective upon written notice to the other
Parties and the Joint Venture Company, and shall register in relevant
examination organization. The Chairman of the Board shall be the legal
representative of the Joint Venture Company, and shall have the
authority delegated to him by the Board of Directors. Neither the Chairman
of the Board nor any other director, including the Vice-Chairman of the
Board, shall contractually or otherwise bind the Joint Venture Company
without the prior written authorization of the Board of Directors. The
appointing Party shall be responsible for all losses and liabilities that
the Joint Venture Company may incur as a result of the Chairman of the
Board, Vice-Chairman of the Board or any director exceeding the scope of
authority stipulated in these Articles of Association and the Joint Venture
Contract.
ARTICLE 16
Resolutions involving the following matters may be adopted only upon the
unanimous affirmative vote of all eight (8) directors (whether present in
person or by proxy) at a duly convened meeting:
a. amend the Joint Venture Contract or the Articles of the Joint
Venture Company;
b. dissolve the Joint Venture Company;
c. adjust the registered capital of the Joint Venture Company;
d. any party transfer its shares of the Joint Venture Company;
e. any party pledge its shares to creditors;
f. merge or departure of the Joint Venture Company;
g. mortgage of the assets of the Joint Venture Company.
ARTICLE 17
Decisions regarding the following matters shall require resolutions by the
affirmative vote of six or more than six directors (whether present in person or
by proxy) at a duly convened meeting:
a) Approval of the annual operating plans and budgets.
b) Distribution of profits.
c) Decisions regarding capital budgets and final accounts.
d) Assignment, transfer, sale, lease or other manner of disposition
of the business or assets of the Joint Venture Company, in whole
or in part, or the taking over or acquisition of the business or
assets, in whole or in part, of any other company or entity.
e) Any contracts or agreement involving expenditure, commitment or
risk of funds, unless budgeted, in excess of one hundred thousand
Renminbi (RMB100,000).
f) Any contracts or agreements whose term exceeds twelve (12)
months.
g) Any contracts or agreements involving investment to other
entities.
h) Any granting or undertaking of any guarantee, lease or loan which
is more than one hundred thousand Renminbi (RMB100,000).
i) The use or expenditure of the general reserve fund, the bonus and
welfare fund or the enterprise expansion funds.
j) Employment and unemployment of the General Manager, Deputy
General Managers and the Chief Financial Official, and decide
their salaries, bonus and disciplines.
k) Any change in the legal address of the Joint Venture Company or
the establishment of any branch office or other such operation.
l) Engagement and dismissal of any independent auditor and approval
of the annual audited accounting report of the Joint Venture
Company.
m) Acquisition of land-use rights.
n) Other matters as set forth in these Articles of Association and
any other matters as the Board decides requiring a resolution.
The above decisions shall enter into effect upon government approval if so
required.
ARTICLE 18
The Board of Directors shall convene at least six (6) meetings ever year. The
meetings shall be called and presided over by the Chairman of the Board. The
Chairman shall convene an interim meeting based on a proposal made by two (2)
directors. At least six (6) directors present in person or by proxy shall
constitute a quorum. Video conference and telephone conference are available.
ARTICLE 19
The Chairman shall give each director written notice at least 3 days prior to
any annual or interim meeting stating the subject, time and place of the
meeting. Such notice may be waived by the unanimous written consent of all
directors attending the meeting in person or by proxy.
ARTICLE 20
Should a director be unable to attend a board meeting for any reason, he may
appoint a proxy in writing to be present and to vote at the meeting. A proxy may
represent one or more directors.
ARTICLE 21
Should the directors appointed by any party or parties fail to attend the board
meeting personally or by proxy, and the board meeting can not be held on
schedule to decide the major issues or matters provided hereof or by laws, that
party is considered to have given up its vote and a decision can be passed with
the positive voting of third fourths of the attendants.
ARTICLE 22
The above-mentioned urge notice shall be sent at least 3 days prior to the
scheduled meeting date, by facsimile or e-mail, and shall provide that the
receiver shall confirm whether they will attend the board meeting by written
form within 2 days of the date such notice is sent. If the receiver does not
confirm within the 2 days, it shall be deemed as waiving its right. After
receiving the returned receipt of the facsimile or e-mail, the directors
appointed by the informer may hold a special meeting even though a quorum can
not be constituted. The special board meeting may validly decide major issues or
matters of the company upon 3/4 affirmative vote of the attending directors.
ARTICLE 23
None of the directors without holding position in the management organization
may receive salary from the Joint Venture Company. Any or all expenditure of
convening the board meeting shall be paid by the Joint venture Company.
ARTICLE 24
The Board of Directors may adopt any resolution without a meeting provided all
directors are included and if the proper number of directors required by these
Articles but in any event not less than 3/4 of the directors then holding office
consent in writing to such action. Such written consent signed by the directors
shall be filed with the minutes of the Board of Directors proceedings and shall
have the same force and effect as vote of the directors present at a meeting of
the Board.
ARTICLE 25
If agreed by the Board of directors, the Joint Venture Company may reimburse
directors for their reasonable expenses in connection with attending Board
meetings subject to the approval of the directors. The Joint Venture Company
shall indemnify each director against
all claims and liabilities incurred by reason of his being a director of the
Joint Venture Company, provided that the director's acts giving rise to such
claim or liability did not constitute intentional misconduct or gross negligence
of a violation of criminal laws.
CHAPTER 5
MANAGEMENT ORGANIZATION
ARTICLE 26
The Joint Venture Company shall establish a management organization which shall
be responsible for the management of the Joint Venture Company's daily
operations. The management organization shall have one (1) General Manager who
shall be appointed by Party A, and one (1) Deputy General Manager, who shall be
appointed by Party B after nominated by Party C. The management organization
shall also have one (1) Chief Financial Official appointed by Party B after
nominated by Party C. The appointment of the General Manager, the Deputy General
Manager and the Chief Financial Official shall be confirmed by the Board of
Directors. The term of office of the General Manager and the Deputy General
Manager shall be three (3) years and they may serve consecutive terms upon their
re-appointment by the Party that originally appointed them and confirmation by
the Board of Directors.
ARTICLE 27
The duties of the General Manager shall consist of carrying out the decisions of
the Board of Directors and organizing and directing the day-to-day operation and
management of the Joint Venture Company. Subject to the Board of Directors and
other provisions of the Articles of Association and the Joint Venture Contract,
The specific powers and responsibilities of the General Manager shall include
the following:
a) overall supervision and final decision-making authority regarding
all aspects of purchasing, marketing, sales and operations of the
Joint Venture Company;
b) determine the number, categories and skills of employees of the
Joint Venture Company; fix the individual remuneration of such
employees; hire, transfer or dismiss employees; enforce
discipline;
c) deal with other matters of the Joint Venture Company as set forth
in these Articles of Association or entrusted to the General
Manager by the Board of Directors; and
d) provide the Board of Directors with the job description of the
Deputy General Manager and all department managers.
The Board of Directors may, from time to time, delegate additional
authorities to the General Manager and prescribe and establish rules
governing the exercise of such
authority. The General Manager may delegate part or all of the
foregoing authority to the Deputy General Manager and may delegate
part of the foregoing authority and power to other managerial
personnel of the Joint Venture Company.
No expenditure (or series of expenditures to the same party) over the
amount of 100 thousand RMB Yuan shall be made by the general manager
or deputy general manager without the written signature (chop) of the
chief financial officer.
ARTICLE 28
The Deputy General Manager assists the General Manager and shall have those
duties delegated to him by the Board of Directors or the General Manager. The
Chief Financial Official shall be entitled to establish and maintain the
financial control systems of the Joint Venture Company in accordance with the
relevant PRC. Laws and regulations, US General Accepted Accounting Principles,
and the relevant provisions of the Joint Venture Contract and these Articles of
Association.
ARTICLE 29
In case of graft or serious dereliction of duty on the part of the general
manager and/or the deputy general manager or CFO, the board of directors shall
have the power to dismiss either or both of them at any time.
CHAPTER 6
ARTICLE 30
In its purchase of required Materials, supplies and vehicles for office use,
etc., the Joint Venture Company shall give first priority to purchase in China
where quality and other conditions are the same. Party A shall use its best
efforts to assist the Joint Venture Company in obtaining all such items at the
reasonably lowest price. In case the Joint Venture Company entrusts Party B or
Party C to purchase equipment on overseas market, persons appointed by Party A
shall be invited to take part in the purchasing.
CHAPTER 7
LABOR MANAGEMENT
ARTICLE 31
Labor contract covering the recruitment, employment, dismissal and resignation,
labor insurance, welfare, rewards, penalty and other matters concerning the
staff and workers of the Joint Venture Company shall be drawn up between the
Joint Venture Company and the trade union of the Joint Venture Company as a
whole or individual employees in accordance with the "Regulations of the
People's Republic of China on Labor Management in Joint Venture Using Chinese
and Foreign Investment and its Implementation Rules". The labor contracts shall,
after being signed, be filed with the local labor management department.
ARTICLE 32
Staff and workers shall be employed by the Joint Venture Company in accordance
with the terms of a labor contract entered into between the Joint Venture
Company and individual employees pursuant to the Labor Laws. Every employee
shall also sign a separate confidentiality agreement with the Joint Venture
Company.
ARTICLE 33
The staff and workers of the Joint Venture Company shall have the right to set
up a trade union and carry on trade union activities in accordance with the
"Trade Union law of the People's Republic of China" and the "Articles of
Association of the China Trade Union".
ARTICLE 34
The Joint Venture Company shall allot to the trade union an amount of money as
union funds in accordance with the "Trade Union Law of the People's Republic of
China".
CHAPTER 8
TAXES, FINANCE AND AUDIT
ARTICLE 35
The Joint Venture Company and its personnel shall pay taxes in accordance with
relevant PRC laws and regulations.
ARTICLE 36
The Joint Venture Company shall allocate funds for the reserve fund, enterprise
expansion fund and employee welfare and bonus funds in accordance with relevant
PRC laws and
regulations. The amount of such allocations shall be determined by
the board of directors in accordance with the business situation of the Joint
Venture Company.
ARTICLE 37
The fiscal year of the Joint Venture Company shall be from January 1 to December
31. The first fiscal year of the Joint Venture Company shall commence on the
date of issuance of the Joint Venture Company's Business License and end on
December 31 of the same year. The last fiscal year of the Joint Venture Company
shall start on January 1 of the year of termination and end on the date of
termination.
ARTICLE 38
The Joint Venture Company shall use Renminbi as its base bookkeeping unit and
shall keep its vouchers, receipts and accounts in both English and Chinese
language. The Joint Venture Company shall prepare monthly, quarterly and audited
annual financial reports in both Chinese and English which shall be prepared,
certified and signed by the Chief Financial Official, and also approved and
signed by the General Manager and the Deputy General Manager, and provided to
the Parties within eight (8) days after the last day of each month in the case
of monthly reports; thirty (30) days after the last day of each quarter, in the
case of quarterly reports; and within ninety (90) days of the end of each fiscal
year, in the case of audited annual reports.
ARTICLE 39
An accountant registered in the PRC and the United States and acceptable to the
Parties shall be engaged by the Joint Venture Company as its auditor to examine
and verify the accounts and books of the Joint Venture Company and shall submit
the audit report to the Board and the General Manager. Besides from the
financial statements prepared in accordance with PRC accounting principles, the
Joint Venture Company shall also appoint the accountant to audit and adjust the
financial statements (the Adjusted Financial Statements) prepared according to
the US General Accepted Accounting Principles at the expense of Party B. The
Adjusted Accounting Statements and the audit report shall be submitted to Party
B.
ARTICLE 40
After making allocations to the general reserve, enterprise expansion and
employee bonus and
welfare funds in accordance with the terms of these Articles of Association,
which total allocation shall not exceed 15% of the after-tax profit, and
recovering any outstanding losses from previous years, the remaining amounts of
the Joint Venture Company's profits shall be distributed to the Parties pursuant
to the resolutions of the Board of Directors ("Distributable Profits"). The
Distributable Profits shall be distributed to the Parties in proportion as
specified in the Joint Venture Company and in amounts determined by the Board.
Subject to the priorities for the Joint Venture Company's use of foreign
currency set forth in these Articles of Association, Distributable Profits shall
be remitted to Party B and Party C in United States Dollars or such other freely
convertible currency as may be specified by Party B and Party C.
CHAPTER 9
TERM OF THE JOINT VENTURE COMPANY
ARTICLE 41
The term of the Joint Venture Company shall be thirty (30) years. The
establishment date of the Joint Venture Company shall be the date on which the
Business License of the Joint Venture Company is issued. Upon proposal by each
Party hereof and unanimous approval by the board of directors, an application
for extension of the term may be filed with the examination and approval
authority six (6) months prior to the expiration date of the Joint Venture
Company.
CHAPTER 10
ACCOUNTS AND FOREIGN EXCHANGE
ARTICLE 42
The Joint Venture Company shall open Renminbi deposit accounts and foreign
exchange deposit accounts at approved banks in the PRC, and the procedures for
operating such accounts and for issuing and signing checks shall be determined
by the Board of Directors. Any check with value more than RMB 100,000 Yuan or
checks paying for the same purpose with aggregated value more than RMB 100,000
Yuan shall be signed by the General Manager and the Chief Financial Official
jointly. The Joint Venture Company may also open foreign exchange deposit
accounts with foreign banks in foreign countries as designated by the Board of
Directors upon approval by the PRC State Administration of Foreign Exchange. All
of the Joint Venture Company's foreign exchange income shall be deposited in its
foreign exchange deposit accounts and all the payments in foreign exchange shall
be made from its foreign
exchange deposit accounts.
ARTICLE 43
In order to balance the foreign exchange needs of the Joint Venture Company, the
Joint Venture Company may adopt any measure and engage in any activity permitted
by applicable PRC laws and regulations.
ARTICLE 44
The Joint Venture Company's foreign exchange shall be used according to the
following priority or as otherwise determined by the Board of Directors:
a) Purchase of imported equipment, materials and services.
b) Distribution of profits and/or liquidation proceeds to Party B
and Party C.
c) Other expenditures requiring foreign exchange payments.
CHAPTER 11
DISPOSAL OF ASSETS UPON EXPIRATION AND LIQUIDATION
ARTICLE 45
Subject to Chapter 14, upon expiration or early termination of the Joint Venture
Company, the assets of the Joint Venture Company shall be liquidated in
accordance with relevant PRC laws and regulations and these Articles of
Association. The proceeds of such liquidation shall be distributed to the
Parties hereof in proportion as specified in the Joint Venture Company.
CHAPTER 12
INSURANCE
ARTICLE 46
The Joint Venture Company shall, at its own cost and expense and at all times
during the operation of the Joint Venture Company, procure and maintain full and
adequate insurance
coverage in a manner prudent and advisable for such enterprise. The relevant
insurance policies may be obtained from any insurance company authorized to
provide such policies. The types of insurance and the value, duration and
denomination of the currency of the premiums and insurance proceeds shall be
determined by the Board of Directors based upon the recommendation of the
general manager in accordance with the Joint Venture Company's actual business
circumstances.
CHAPTER 13
AMENDMENT OF THESE ARTICLES
ARTICLE 47
No amendment of these Articles of Association shall be effective unless it is
signed in writing by the duly authorized representatives of all Parties hereof
and approved by the original examination and approval authority.
CHAPTER 14
TERMINATION
ARTICLE 48
In case of inability to fulfill the Contract or to continue operation due to
heavy losses in successive years as a result of Force Majeure, the duration of
the joint venture and the Contract shall be terminated before the time of
expiration after unanimously agreed upon by the board of directors and approved
by the original examination and approval authority.
ARTICLE 49
Following an application to dissolve the Joint Venture Company pursuant to
Article 45, the Board of Directors shall forthwith appoint a liquidation
committee which shall have the power to represent the Joint Venture Company in
all legal matters. The liquidation committee shall evaluate and liquidate the
Joint Venture Company's assets in accordance with the applicable Chinese laws
and regulations and the principles set forth herein.
ARTICLE 50
The liquidation committee shall consist of six (6) members, and Party A shall
appoint three
(3) members, Party B shall appoint three (3) members after agreed on by Party C.
Members of the liquidation committee may, but need not be, directors or senior
employees of the Joint Venture Company. The liquidation committee may engage a
lawyer and an accounting firm registered in China to assist the liquidation
committee. When permitted by Chinese law, any Party may also appoint
professional advisors to assist the liquidation committee. The Board of
Directors shall report the formation of the liquidation committee to the
administrator in charge of the Joint Venture Company.
ARTICLE 51
After the liquidation and division of the Joint Venture Company's assets and the
settlement of all of its outstanding debts, the balance shall be paid over to
the Parties hereof in proportion as specified in the Joint Venture Company.
ARTICLE 52
On completion of all liquidation work, the liquidation committee shall provide a
liquidation completion report approved by the Board of Directors to the
competent examination and approval authority, turn over the Joint Venture
Company's business license to the original registration authority and complete
all other formalities for nullifying the Joint Venture Company's registration.
Party B and Party C shall have a right to obtain copies of all of the Joint
Venture Company's accounting books and other documents in the English language
but the originals thereof shall be left in the care of Party A.
CHAPTER 15
MISCELLANEOUS
ARTICLE 53
Any notice from one Party to the other Party(ies) required or permitted pursuant
to the terms of these Articles of Association shall be delivered by hand
delivery, facsimile transmission or registered mail to the following addresses
or such other address as a Party may give notice of from time to time.
Party A: Sino-Overseas Construction Information Co. Ltd.
Address: Flr.2 No.3 Building Area B Production Base Tianzhu Airport
Industry Development Zone, Beijing PRC.,101300
Facsimile:
Attention:
Party B: e Smart Systems Inc.
Address: 3770 Howard Hughes Parkway Las Vegas, Nevada USA, 89109
Facsimile:
Attention:
Party C: Intermarket Ventures Inc.
Address: 3770 Howard Hughes Parkway Las Vegas, Nevada USA, 89109
Facsimile:
Attention:
ARTICLE 54
The headings contained in these Articles of Association are for reference only
and shall not be deemed to be part of these Articles of Association or to affect
the meaning or interpretation thereof. The right to interpret and amend these
Articles of Association shall belong to the Board of Directors of the Company.
ARTICLE 55
These Articles of Association shall be written in English and Chinese. Both
language versions shall have the same legal effect. If there is any discrepancy,
the Chinese version shall prevail.
ARTICLE 56
These Articles of Association shall become effective upon approval by the
examination and approval authority (or its authorized agent).
IN WITNESS WHEREOF, the Parties hereto have caused these Articles of Association
to be executed as of the date first above written by their duly authorized
representatives.
PARTY A: Sino-Overseas Construction Information Co. Ltd.
By: _____________
Name:
PARTY B: e Smart Systems Inc.
By: _____________
Name:
PARTY C: Intermarket Ventures Inc.
By: _____________
Name: