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Nevada , Las Vegas. IN WITNESS WHEREOF, I have hereunto set my hand __________, 20__. BY:__________________________________ ABC, Resident Agent 6 ereby accept the appointment as Resident Agent of the above-entitled corporation in accordance with NRS 78.090. Furthermore, that the mailing address for the above-registered office is 77 Sunset Strip_________________________________ NOTARY PUBLIC CERTIFICATE OF ACCEPTANCE OF APPOINTMENT BY RESIDENT AGENT In the matter of XYZ Inc., I, ABC, with the address of 77 Sunset Strip, Las Vegas, NV 89128 h____ XYZ, STATE OF NEVADA ) )SS: COUNTY OF CLARK) On __________________, 20__, personally appeared before me, a Notary Public, XYZ, who acknowledged to me that he executed the foregoing instrument. _ (7) To work wherever the Trustees feel the corporation's resources are needed and whenever the corporation feels is appropriate. Dated this ___ day of __________, 20__. ______________________________ any form; 5 (6) The corporation reserves the right to amend, alter, or repeal any provisions contained in these Articles of Incorporation, in the manner now or hereafter prescribed by statute; and,ervices as Trustee and to fix the basis and conditions upon which this compensation shall be paid. Any Trustee may also serve the corporation in any other capacity and receive compensation therefor inwers of the Board of Trustees which may be lawfully delegated in the management of the business affairs of the corporation; (5) To make provision for reasonable compensation to its members for their sable provision of the By-Laws, to designate an executive committee, which committee shall, for the time being, as provided in said resolution or in the By-Laws, have and exercise any and all of the pos shall at the time qualify as an exempt organization under Section 501 (c) (3) of the Internal Revenue Code of 1954 as amended. (4) By a resolution passed by a majority of the whole Board, under suitthe corporation, dispose of all the assets of the corporation in such manner, or to such organization organized and operated exclusively for charitable, educational, religious, or scientific purpose aart or in its entirety as an entity or otherwise. (3) Upon the dissolution of the corporation, the Board of Trustees shall, after paying or making provisions for the payment of all the liabilities of operty of this corporation: (2) With the majority vote of a quorum of the Trustees, duly called for that purpose, to sell, assign, transfer or otherwise dispose of the property or the corporation in pmend and rescind the By-Laws of the corporation, to budget the corporation annually, to conduct fundraisers, and to authorize and cause to be executed mortgages and liens upon the real and personal prny amendment thereto. ARTICLE XII POWERS OF DIRECTORS In furtherance, and not in limitation of the powers conferred by statute, the Board of Trustees is expressly authorized: 4 (1) To make, alter, ae corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from Federal Income Tax under Section 501 (c) (3) of the Internal Revenue Code of 1954 or axpense payments to vendors, contractors, etc. The corporation shall not carry on propaganda campaigns or attempt to participate in political campaigns for public office or to influence legislation. Thhall inure to the benefit of its members, Trustees or other private persons, except the corporation is empowered to pay reasonable compensation for services rendered and to make reasonable operating ece and the corporation agrees to pay for said insurance or make other financial arrangements on behalf of the Trustees against any potential liability. No part of the net earnings of the corporation se or otherwise, to its members. There shall be indemnity given to the Board of Trustees by the corporation to the fullest extent available under Nevada law. The Trustees can purchase fiduciary insurans corporation shall not be carried on for profit, and shall not have capital stock or shareholders. ARTICLE XI RESTRICTIONS The corporation does not afford pecuniary gain, incidentally, under the tabladversely affect any limitation on personal liability of a Trustee of the corporation for non-criminal acts or omissions prior to such repeal or modifications. 3 ARTICLE XIII. NOT FOR PROFIT That thiee for acts or omissions which involve intentional misconduct, fraud or a knowing violation of law. Any repeal or modification of this Article by the Trustees shall be prospective only, and shall not stee of the corporation shall not be personally liable to this corporation for damages for breach of fiduciary duty as a Trustee, but this article shall not eliminate or limit the liability of a Truste would include President, Secretary and Treasurer. ARTICLE VI INCORPORATOR The name and address of the incorporator is XYZ, 77 Sunset Strip, Las Vegas, NV 89128. ARTICLE VII TRUSTEES' LIABILITY A Tru been elected and qualified. Vacancies may be filled by majority vote of the Trustees. The Trustees may elect officers annually who shall perform all the duties usually assigned to such officers. Thes of all meetings shall be given in advance. Special meetings may be called by the Board of Trustees, The Trustees shall hold their offices until the next annual meeting and until their successors have The annual meeting shall be held at a time and place designated by the Trustees. Section 6.04 Procedure of the Board. The majority of Trustees present at the meeting shall constitute a quorum. Notice Laws of the corporation or by any amendment to the By-Laws of the corporation duly adopted by either the Board of Trustees. The number of Trustees for each year shall be fixed at the annual meeting.eased to greater than seven (7), and may, at any time or times be increased or decreased by duly adopted amendment to these Articles of Incorporation, or in such manner as shall be provided by the By2of admission and qualification for membership to the Board of Trustees shall be provided in the By-Laws adopted by the Board.. The number of Trustees shall not be reduced to less than one (3), or incrll be in accordance with the By-Laws of the Corporation, duly adopted and amended by the Trustees, authority for which is expressly conferred. Section 6.03 Terms of admission to the Board. .The terms d, Wanchai, HONG KONG. JKL, No. 2 (Western) Beijing Station Road, Eastern City District, Beijing 100001 CHINA. The number of Board of Trustees, their terms of office, and their method of election shal Board of Trustees shall consist of three (3) in number. The names and addresses of the First Board of Directors are as follows: 1. 2. 3. DEF, Vista Magnifca Court BE R/C, MACAU. GHI, 46 Harcourt Roarofit corporation. ARTICLE V TRUSTEES Section 6.01 Governing Board. The members of the governing board of the corporation shall be called "Trustees." Section 6.02 Initial Board of Trustees. The initiaon 3.03 Other Offices. The Corporation may also maintain offices in other places as 1 the Board of Trustees may, by resolution, decide is necessary. ARTICLE IV STATUS That the corporation is a non-pResident Agent for service of process is: XYZ, 77 Sunset Strip, Las Vegas, NV 89128. Section 3.02 Registered Office. The address of the registered office is 77 Sunset Strip, Las Vegas, NV 89128. Sectil officers and planners and to engage in any lawful activity in furtherance of that purpose. ARTICLE III RESIDENT AGENT AND REGISTERED OFFICE Section 3.01 Resident Agent. The name and address of the RTICLE I NAME The name of the corporation shall be: ABC. ARTICLE II PURPOSE The purpose of the corporation is that it is organized to provide continuing education and workshops and forums for financia2.451, inclusive, to do business both within and without the State of Nevada, do make and file these Articles of Incorporation hereby declaring and certifying that the facts herein stated are true: AARTICLES OF INCORPORATION OF ABC The undersigned, being the original incorporator herein named, for the purpose of forming a non-profit corporation in compliance with Chapter 82, Sections 82.086 to 8 Nevada