In the High Court of New Zealand, Auckland Registry
M. No. 2/03
In the matter of Part II of the Partnership Act 1908, and in the matter of South Fork Special Partnership Limited and Company:
It is hereby certified, pursuant to section 51 of the Partnership Act 1908, that:
1. The name of the special partnership is South Fork Special Partnership Limited and Company.
2. The names, addresses and capital contributions of the General Partner and Special Partners are as set forth in the Schedule.
3. The objects of the partnership are:
(a) To establish and carry on in Ho Chi Minh City, Vietnam, and elsewhere, business as real estate developers, and to undertake and carry out all other things which, in the opinion of the General Partner and the Special Partners, may be conveniently or profitably undertaken by the partnership, whether or not such things shall be similar in nature to the above object ("the partnership business").
(b) To purchase, lease, take on hire or by any other means acquire any real or personal property, any rights, licences, privileges or easements which the partnership may think necessary or convenient for the purposes of the partnership business.
(c) To manage, maintain, develop, exchange, mortgage, lease, sell or otherwise deal with or dispose of all or any part of the property and rights of the partnership.
4. The head office from which the partnership business shall be conducted is the registered office of the General Partner, however the principal place from which the partnership business will be conducted
is 2/12 Hong Ha Street, Ward 2, Tan Binh District, Ho Chi Minh City, Vietnam.
5. The partnership shall commence upon registration
of this certificate, pursuant to section 54 of the Partnership Act 1908, and, subject to the provisions in the deed of participation relating to earlier dissolution, shall terminate upon the expiry of seven years from the date of registration of this certificate.
Schedule
General Partner
Name Capital Contributions
South Fork Special Partnership Limited, Level Eight, WestpacTrust Tower, 20 Albert Street, Auckland,
New Zealand $Nil
Execution:
Signed by:
JOHN WILSON HART, as duly authorised attorney for and on behalf of South Fork Special Partnership Limited.
Acknowledged before me:
R. M. APPERLEY, J.P.
Special Partner
Name Capital Contributions
Mike McKenzie, 4986 E, University Avenue, Fresno, California 93727, United States of America Two units
each of US$5,000.00
Execution:
Signed by:
JOHN WILSON HART, as duly authorised attorney for and on behalf of Mike McKenzie.
Acknowledged before me:
R. M. APPERLEY, J.P.
Special Partner
Name Capital Contributions
Stephen Fryer, 2201 Alta Vista Drive, Newport Beach, California 92660, United States of America Two units
each of US$5,000.00
Execution:
Signed by:
JOHN WILSON HART, as duly authorised attorney for and on behalf of Stephen Fryer.
Acknowledged before me:
R. M. APPERLEY, J.P.
Dated this 18th day of March 2003.