Articles of Association of Anyang Iron and Steel Industrial Co.

, LTD

Chapter 1 General

For regularizing company behaviors and protecting legitimate interests of company shareholders, , the
articles of association are hereby set out according to Company Law of the PRC, relevant laws and legal
provisions and combined with actual company conditions.
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1. Company name: Anyang Iron and Steel Industrial Co., Ltd
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2. Company domicile: Beimeng Avenue, Yindu District, Anyang City
3
3. The company is jointly invested by Liu Jiancheng, Lin Yan and Lin Jingping.
4 20

4. The company is legally registered in Anyang Yindu administration of industry and commerce and
qualified as a legal person, company operation period is 20 years.
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5. The company is limited liability company which enjoys the right of independent accounting,
autonomous management and assumes sole responsibility for its profits and losses. The shareholders
shall be responsible for the company to the extent of the capital contributions they have paid and the
company shall be responsible for the debts with all of its assets.
6
6. Article 9 The articles of association shall be binding upon the company, shareholders, executive
directors, supervisors and managers.
7
7. The articles of association shall be discussed and passed by all shareholders and come into effect
after registration in the company.

Chapter 2 Company business scope
(
)
Company business scope: steel making, steel rolling production and sales. non-ferrous sales. (subject
to business scope approved by company register authority )

Chapter 3 Company registered capital
8800
The company registered capital is 88 million yuan.

Chapter 4 Shareholders name
1
Shareholder 1: Liu Jiancheng

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Shareholder 2: Lin Yan
3
Shareholder 3: Lin Jingping

Chapter 5 The rights and obligations of the shareholders

1. The rights of the shareholders
1;
1. Right to vote in proportion to their capital contribution ;
2;
2. Right to vote or to be voted as executive director or supervisor;
3;
3. Right to view the minutes of Shareholders' Meeting and Company Financial & Accounting
Report;
4;
4. Right to get dividends in accordance with laws, regulations and articles of associations;
5;
5. Right to contribute capital, preemption right over the contributions transferred by other
shareholders of the company in accordance with the law;
6;

5. Preemption right over the companys newly increased registered capital;

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7. Right to possess the companys remaining property in accordance with the law after the
termination of the company.

2. The obligations of the shareholders

1;
1. Make capital contribution in subscribed amount;
2;
2. Responsible for the debts of the corporation in proportion to their capital contribution;
3;
3. Shareholders are prohibited to withdraw their investment after the registration of the company.
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4. Comply with the company's articles of association.

Chapter 6 Forms and amount of investment made by shareholders
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1. Shareholders' investment is as follows:
1 6160 70 %
Shareholder 1: Liu Jiancheng, monetary contribution, capital contribution is 61.6 million yuan and
accounts for 70% of registered capital.

 2 1584 18 %
Shareholder 2: Lin Yan, monetary contribution, capital contribution is 15.84 million yuan and
accounts for 18% of registered capital.
3 1056 12 %
Shareholder 3: Lin Jingping, monetary contribution, capital contribution is 10.56 million yuan and
accounts for 12% of registered capital.

Chapter 7 Conditions of transfer of investment by shareholders
1
1. Shareholders may transfer their investment freely without consent of board of shareholders
2
2. Investment transfer by shareholders to people other than shareholders:
1.1;
1.1 The consent of over half of all the shareholders with a right to vote must be secured;
1.2
1.2 The other shareholders that disagree to the transfer shall buy such equity, or deemed to be your
agreement to the transfer.

1.3
1.3 The other shareholders shall, under the same condition, enjoy priority in obtaining the transfer.
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Chapter 8 Method for the formation of company structure, function and power, and rules of procedure


Shareholders of the company shall be composed of all the shareholders, the board of shareholders
is the company's governing body, and shall exercise following powers in accordance with the law:
1;
1. Make decision of companys business policy and investment plans;
2;
2. Elect and replace executive director, and determine the remuneration of executive director.
3;
3. Elect and replace the supervisors who are the representatives of shareholders, and determine the
remuneration of supervisors;
4;
4. Review and approve executive director' reports;
5;
5. Review and approve supervisor' reports;
6;
6. Review and approve annual financial budgetary plans and final accounting plans of the
Company;
7;
7. Examine and approve the plans for company's profit distribution and losses recovery;
8;
8. To pass resolutions on companys increased or decreased registered capital;
9;

9. To pass resolutions on the transfer of investment by shareholders to people other than

shareholders;
10;
10. To pass resolutions on assignment, division, change of company form, dissolution and
liquidation of the company;
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11. To amend the company's articles of association.

Shareholders meetings shall be divided into regular meetings and interim meetings which shall be
convened and presided over by the executive director, if the executive director is unable to perform his
duties for a particular reason, the shareholder designated by the executive director shall convene and
preside over the meeting.

Regular meetings shall be held once a year,and shareholders who hold more than a quarter of the
voting rights may propose to convene an interim meeting when the company is facing major issues.
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All shareholders shall be notified fifteen days prior to the convening of a shareholders meeting.

The shareholders meeting shall make resolutions on the matters discussed and the resolutions shall
be passed by at least half of the voting rights, while the resolutions on increased or decreased registered
capital, division, assignment, dissolution, change of company form, and modification of company's
articles of association shall be passed by at least two-thirds of the voting rights. The shareholders
meeting shall minute of resolution of matters discussed and the minutes of the meeting shall be signed
by the shareholders present at the meeting.


IV The company have no board of directors but one executive director elected by shareholders
meeting.

V The executive director shall be responsible for the board of shareholders and exercise the following
powers:
1;
1. Be responsible for convening the meeting of shareholders and reporting its work on the meeting;
2;
2. Implement resolutions of shareholders meeting;
3;
3. Decide on business plan and investment plan of the company;
4;
4. Workout the company's profit distribution plans and loss recovery plans;
5;
5. Work out the company's annual financial budget plans and final account plans;
6;
6. Formulate plans for increasing or reducing the registered capital of the company;
7;
7. Formulate assignment, division, change of company, dissolution plans of the company;
8;

8. Decide on the structure of companys internal management department;

9;
9. Hire or dismiss company manager and financial officer and determine their remuneration;
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10. Formulate basic management scheme of the company.

VI Term of executive director is 3 years, and he can be re-elected after the expiration of the term.

VII Executive director can serve as company manager with the consent of shareholders meeting
and exercise the following powers:
1;
1. Be responsible for operation and management of the company;
2;
2. Organize and implement the company's annual business plans and investment plans;
3;
3. Formulate internal management department plans of the company;
4;
4. Draft the company's basic management system;
5;
5. Formulate specific rules and regulations of the company;
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6. Hire or dismiss the companys deputy manager, financial officer and other personnel in charge.

VIII The company has one supervisor elected by the shareholders meeting. Executive director,
manager and financial official shall not serve as supervisor.

IX Term of supervisor is 3 years, and can be re-elected after the expiration of the term.

X Supervisor exercises the following powers:
1;
1. Check financial affairs of the company;
2;
2. Exercise supervision on executive director and manager when they are fulfilling their duties to
judge whether they are in violation of laws, regulations and the companys articles of associations;
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3. Demand the executive director and managers to make corrections if any of their acts is found to
have damaged the interests of the company.
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4. Propose to convene interim meeting of shareholders.

Chapter 9 Legal representative of the company
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1. Lin Yan shall serve as legal representative of the company.

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2. People other than shareholders are allowed to serve as legal representative of the company.

Chapter 10 Dissolution and liquidation method of the company

The company having one of the following circumstances, shall be dissolved:

1;
1. The end of business term;
2;
2. The resolution for dissolution is passed by the shareholders' meeting;
3;
3. Dissolution caused by assignment and division of the company;
4;
4. Ordered to close down lay as a result of violation of national laws and administrative regulations;
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5. Dissolution for other reasons.
(1)(2) 15
;(4)(5)
The company shall set up a liquidation team within 15 days if the dissolution of the company is
subject to article 1 and 2, and the liquidation team member shall be determined by shareholders; or
relevant governing authority shall organize relevant personnel to set up a liquidation team for liquidation
if the dissolution of the company is subject to article 4 and 5.

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The liquidation team shall exercise the following powers during the period of liquidation:
1;
1. Clean up the property of the company and draw up a balance sheet and a detailed inventory of
assets;
2;
2. Inform the creditors by notice or public announcement;
3;
3. Deal with unfinished business of the company related to liquidation;
4;
4. Pay up taxes owed by the company;
5;
5. Settle claims and debts;
6;
6. Deal with remaining property of the company after settlements of all debts.
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7. Participate in civil actions on behalf of the company.
10 60
30 90

IV The liquidation team shall notify creditors within 10 days since it was founded and announce on
the newspaper for at least 3 times within 60 days, and the creditor shall report his rights to liquidation

team within 30 days after the receipt of the notice or within 90 days after the receipt of the first
announcement.

When reporting creditors' rights, the creditor shall provide an explanation of matters relevant to the
creditor's rights and shall provide evidentiary materials, and the liquidation team shall register the
creditors rights.
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V The liquidation team shall formulate liquidation scheme and submit to the board of shareholders
or relevant governing authority for approval after cleaning up the property of the company and
drawing up a balance sheet and a detailed inventory of assets.

The property of the company, if able to pay up the debts, shall be used to pay liquidation expenses,
staff salaries and labor insurance expenses, unpaid taxes and the debts of the company.

The company shall distribute the remaining profits after settlement to shareholders in proportion to
the capital contributions made.

In its term of liquidation, the company may not develop new business operations. The companys
property shall not be assigned to its shareholders before liquidation in accordance with article 2.

VI The liquidation team shall apply to the people's court for bankruptcy immediately after they
find the property of the company is insufficient to pay off the debt after cleaning up the property of the
company and drawing up a balance sheet and a detailed inventory of assets for the sake of dissolution of
the company.


After a company is declared Bankrupt by a ruling of the people's court, the liquidation group shall
transfer liquidation matters to the people's court.

VII After the company liquidation, the liquidation group shall make a liquidation report and submit
to the board of shareholders and relevant governing authority for approval, and submit to registration
authority for de-registration, and announce the termination of the company.

Chapter 11 The company's financial and accounting system

The company shall set up its financial and accounting system in accordance with laws,
administrative regulations and the provisions of financial department of the State Council.
2

The company shall prepare a financial accounting report and shall be examined and verified as
provided by law at the end of each fiscal year. The financial accounting report shall include the
following schedules of financial statements:
1;
1. A balance sheet;
2;
2. A profit and loss statement;
3;
3. A cash flow statement;

4;
4. A financial condition statement;
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5. A statement of profit distribution.

The company shall prepare a financial accounting report and shall be examined and verified as
provided by law at the end of each fiscal year and submit to all shareholders of the company within 15
days after the preparation.

5% 10% 50%

IV When a company distributes the annual after-tax profits , it shall allocate ten percent of its
profits to its statutory common reserve fund and draw from the profits by 5% to 10% to the statutory
public welfare fund, and the company may stop drawing if the accumulative balance of the common
reserve has already accounted for over 50 percent of the company's registered capital.

V When statutory accumulation fund of the company is insufficient to make up the losses of the
company of the previous year, it shall make up the losses with current year profit before drawing
statutory accumulation fund and statutory welfare fund.

VI The company's statutory common welfare fund is used for the collective welfare of the
company's staff and worker.

VII After the losses have been made up and common reserves have been drawn, the company shall
distribute the remaining profits to the shareholders in proportion to the capital contributions made.


Chapter 12 Supplementary provisions

The company shall submit true, legal and effective application material and evidentiary materials,
or the company shall take any legal consequences caused by false information.
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List of executive directors, supervisors and managers:

Name

duty

ID number

350126197304056312

350104197812252610

350182198209286078

home address

16 806

26 3-106
123

Liu Jiancheng executive director 350126197304056312 Room 806 No.16 Jianhai Village,
Taijiang District, Fuzhou City, Fujian Province
Lin Yan supervisor 350104197812252610 Room 3-106 No.26 Nantai Garden, Nantai Road,
Cangshan District, Fuzhou City, Fujian Province
Lin Jingping manager 350182198209286078 No.123 Daheng, Liulin Village, Jinfeng Town,
Changle City, Fujian Province

()
Signature of all shareholders (seal):

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January 18th, 2006