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The Companies Law (as amended) Company Limited by Shares AMENDED AND RESTATEDMEMORANDUMANDARTICLES OF ASSOCIATIONOFCHINA MATERIAL TECHNOLOGY LIMITED (adopted by special resolution dated [?], 2007) THE COMPANIES LAW (AS AMENDED) COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF CHINA MATERIAL TECHNOLOGY LIMITED (Adopted by special resolution passed on , 2007) The name of the Company is CHINA MATERIAL TECHNOLOGY LIMITED. The Registered Office of the Company shall be at the offices of [Offshore Incorporations (Cayman) Limited, Scotia Centre, 4th Floor, P.O. Box 2804, George Town, Grand Cayman, Cayman Islands] or at such other place as the Directors may from time to time decide. The objects for which the Company is established are unrestricted and shall include, without limitation, the following: To carry on the business of an investment company and to act as promoters and entrepreneurs and to carry on business as financiers, capitalists, concessionaires, merchants, brokers, traders, dealers, agents, importers and exporters and to undertake and carry on and execute all kinds of investment, financial, commercial, mercantile, trading and other operations. To carry on whether as principals, agents or otherwise howsoever the business of realtors, developers, consultants, estate agents or managers, builders, contractors, engineers, manufacturers, dealers in or vendors of all types of property including services. To exercise and enforce all rights and powers conferred by or incidental to the ownership of any shares, stock, obligations or other securities including without prejudice to the generality of the foregoing all such powers of veto or control as may be conferred by virtue of the holding by the Company of some special proportion of the issued or nominal amount thereof, to provide managerial and other executive, supervisory and consultant services for or in relation to any company in which the Company is interest