BR20 III Serie 2008 Suplemento4

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MAY 20, 2008


Tuesday, May 20, 2008 SERIES III — Number
35420– (75)

BULLETIN OF THE REPUBLIC


OFFICIAL PUBLICATION OF THE REPUBLIC OF MOZAMBIQUE

4th SUPPLEMENT
10 December, with the mission of contributing, within its geographical area, to the
MOZAMBIQUE NATIONAL PRESS
participatory management of fisheries, ensuring compliance with current management
NOTICE measures and managing conflicts resulting from fishing activity.

The matter to be published in the «Boletim da República» must be sent


Having analyzed the supporting documents of the application, especially the
in a duly authenticated copy, one for each subject, which includes, in addition respective statutes, it is verified that it is a community fishing organization, in the
to the necessary indications for this purpose, the following endorsement, form of an unrecognized association, which pursues licit, determined and legally
signed and authenticated: For publication in the «Boletim da República » . possible purposes.
In these terms, pursuant to the provisions of paragraph 1 of article 19 of the
••••••••••••••••• ••••••••••••••• (REPMAR), approved by the aforementioned legal diploma, the Minister of Fisheries
determines:
MINISTRY OF FISHERIES 1. The Community Fishing Council of Sangage, in short CCP of Sangage, is
authorized to develop its activities within the respective geographical area.
DISPATCH

A group of citizens residing in Nampula province, representing a community 2. The scope of action of the Sangage CCP extends along the coast, between
fishing organization called the Community Fishing Council of Sangage. abbreviated the Patari Nanvija Moma area to the south and the Sangage river to the north, and
CCP de Sangage, requested its legalization, under the terms of the General up to three miles from the coast of the Angoche district.
Maritime Fisheries Regulation (REPMAR), approved by Decree n.º 43/2003, of Ministry of Fisheries, Maputo, 17 January 2008. — The Minister of Fisheries,
Cadmiel Filiane Mutemba.

JUDICIAL ANNOUNCEMENTS AND OTHERS

Prompt Services, Limited ARTICLE TWO First paragraph. The share capital may be increased

The company will have its temporary headquarters or decreased by resolution of the extraordinary general
I certify, for the purposes of publication, that by
in this city of Maputo. meeting, in either case the articles of incorporation will
deed of the eighteenth of April of two thousand, drawn
up on pages ninety-five and verse of the be amended, for which the formalities established in
ARTICLE THREE article forty-one of the Law of April eleven, nineteen
book of notes for miscellaneous deeds number one
hundred thirty-eight dash D of the Second Registry Office The company's object is general import and export hundred and one will be observed.
Maputo Notary, in charge of Carolina Vitória trade, wholesale and retail.
Manganhela, notary of the aforementioned notary, was Second paragraph. Deliberating any increase, the
constituted between Sheilendra Maurarlal and amount will be apportioned by the existing partners, in
ARTICLE FOUR
Piryeshkumar Hasmuklal Kessaria Pedroso is a limited proportion to their shares, which must immediately pay
The duration of the partnership is for an indefinite
liability company, which will be governed by the fifty percent, with the general meeting being responsible
period, starting from the date of this deed.
clauses contained in the following articles: for deciding how and within what period the remaining
payment should be made.
ARTICLE FIVE
FIRST ARTICLE
The share capital is fifty million meticais, subscribed
Under the terms of the law and these statutes, a ARTICLE SIX
and paid up in cash, corresponding to the sum of two
limited liability company for shares is incorporated, shares, one of twenty-five million meticais, belonging Assignment and division of shares
adopting the name Prompt Services, Limitada, to the partner Sheilendra Maurarlal, another of twenty-
governed by these statutes and other applicable First paragraph. The assignment of shares, total or
five million meticais, belonging to the partner
legislation. partial, is only carried out before the company or other
Piryeshkumar Hasmuklal Kessaria.
partners, being dependent on the previous
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354 – (76) SERIES III — NUMBER 20

consent of the company when the transferees are foreign ARTICLE TEN Sam Chris Global, Limited
to the company, which it will prefer or not within a period accounts and results
of ninety days from the date of the notification for this I certify, for the purposes of publication, that by
minutes of the sixteenth of April, two thousand and eight,
purpose to be sent by the transferor to the company. Single paragraph. Balance sheet accounts dated
the company Sam Kris Global, Limitada, headquartered
December thirty-first will be approved annually. Net
in this city, registered under NUEL 100035448,
Second paragraph. in the event that neither the profits calculated after deducting taxes and other
transferred the share, capital increase and partial
company nor the partners wish to make use of the said
productions by law, as well as discounts for the legal alteration of the articles of incorporation in which the
preemptive right, the partner who wishes to sell his share
reserve fund or others, will be distributed by the partners partner Evaristus Iyke Nwankwo assigns his entire share
may do so freely to whomever and under the conditions
according to their quotas. in the nominal value of ten thousand meticais in favor of
he sees fit.
the partner Samuel Oneka
ARTICLE SEVEN Ohaneme, which unified the original, now holding a
single quota of forty thousand meticais, and the share
First paragraph. The company reserves the right to
ARTICLE ELEVEN capital was increased to seventy thousand meticais. As
amortize the shares, so it must deliberate in accordance
a result, the wording of article four of the articles of
with the law and these articles of association in the Dissolution incorporation was changed, which now reads as follows:
following cases:
Single paragraph. The society is dissolved in cases
a) By agreement with the respective owner; b)
and under the terms of the law and once dissolved ARTICLE FOUR
Upon death or
interdiction of any shareholder; c) When any the shareholders will be liquidators.
The share capital, fully subscribed and paid
share up in goods and money, is seventy thousand
is subject to attachment, seizure or has to be ARTICLE TWELVE
meticais, corresponding to the sum of four unequal
sold in court. shares, one of which in the amount of forty
The legal provisions applicable and in force in the
Republic of Mozambique shall govern any omission. thousand meticais, subscribed by the partner
Second paragraph. In any of the cases provided for Samuel Onyeka Ohaneme and three other equal
in article six and this present amortization will be made shares in the amount of ten thousand meticais
at the value of the last approved balance sheet plus the It's okay. each, subscribed by the partners Daniel
proportional part of the profits to be distributed from the Mmadueke, Augustine Ohaneme and Ogochukwu
Maputo, May thirteenth, two thousand and eight.
constituted reserves as well as from private credits, Michael Okonkwor.
which will be paid under conditions to be determined by
the meeting. It's okay.
Prompt Services, Limited
Maputo, May sixteenth, two thousand and eight. –
ARTICLE EIGHT The Technician, Illegible.
I certify, for the purposes of publication, that by deed
Management and representation of the eighteenth of April, two thousand and eight, drawn
up on pages fifteen and following of the book of notes
Single paragraph. Administration and management
for miscellaneous deeds number one hundred thirty-nine
of the company, as well as its representation in and out Poets Park, Limited
of court, actively and passively, belong to both partners line D of the First Notary
who are already appointed managers. Maputo Notary, before me Anadia I certify, for the purposes of publication, that on the
twelfth of May of two thousand and eight, a legal entity
Statimila Estêvão Cossa, superior technician of the
In emerging acts outside the social rules, namely called Parque dos Poetas, Limitada was registered at
registers and notary and notary of the referred office,
letters of favour, surety and approvals under penalty of the Conservatória de Registos das Entidades Legales
according to the minutes dated the tenth of
indemnifying the company with no less than the assumed under NUEL 100052962.
January, two thousand and eight, resolved as follows:
obligation.
Total assignment of its shares;
In emerging acts that depend especially on the articles of incorporation
Admission of two new partners, gentlemen
resolution of the general meeting, such as the amendment
In between:
of the company's contract, amortization of shares, Parimal Rajnikant Raval and Bhavim Kantilal
subscription or sale of capital in other companies as Raichura, respectively; First. Envagelos Alberto Velhanos, single, of legal age,
described in this deed. born in Maputo, of Mozambican nationality, bearer of
As a result of the aforementioned resolution, the
Identity Card No. 110507543H, issued by the Maputo
composition of the Articles of Incorporation is altered in
Civil Identification Services, on September 1, 2006,
its fifth article, with a new wording, namely:
ARTICLE NINE residing in Maputo; Second. Victor Manuel Lima
Ribeiro, single, of legal age, born in Maputo, of
General meeting
Portuguese
First paragraph. The general meeting of members ARTICLE FIVE nationality, bearer of DIRE number 01725699, issued by
ordinarily meets once a year to assess and approve the Immigration Services in Maputo, on February 5,
The share capital is fifty thousand meticais,
accounts and other matters that concern it bylaws at its 2003, residing in Maputo.
divided into two shares of equal value, in the
national headquarters.
amount of twenty five thousand meticais, each

Second paragraph. The shareholders' assembly one belonging to each of the following partners,
meets extraordinarily, by means of a written call with the Parimal Rajnikant Raval and Bhavim Kantilal They constitute a limited liability company among
necessary advance notice but within less than twenty Raichura. themselves, subject to the following conditions and
days, the meeting being waived if the formalities when clauses:
That there is nothing else to change by this deed,
shareholders agree in writing.
continuing to apply the provisions of the social pact. FIRST ARTICLE

Third paragraph. deliberations are taken by unanimity Name, headquarters and duration
or a majority of votes and recorded in the respective It's okay.
The company that adopts the name of
minutes considering – if null those taken contrary to the
Maputo, May thirteenth, two thousand and eight. – Parque dos Poetas, Limitada, is a limited liability
provisions of the law or the statutes.
The Assistant Notary, Illegible. company, with
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MAY 20, 2008 354 – (77)

headquartered at Estrada das Estâncias, at km Four) Personal partners will be represented at ARTICLE SEVEN
fifteen of the Eco Serviços Complex, Maputo city, general meetings by individuals designated for this Administration,
constituted for an indefinite period. purpose, upon presentation of a letter addressed to management and representation
the chairman of the general meeting.
ARTICLE TWO
One) The administration and management of
the company are carried out by a board of directors
Object Five) The general meeting is considered
elected at a general meeting, composed of two to
regularly constituted when, on first call, one hundred
One) The main purpose of the company is to three members, who may be appointed from among
percent of the share capital is present or duly
carrying out the following activities: the partners, or persons indicated by them.
represented, and on second call, at least forty-eight
Two) The members of the board of directors are
a) Management of parks and hours have elapsed, with any number of shareholders
gardens; b) Real estate appointed for a renewable term of three years, or in
present.
accordance with the resolution of the general
management; c) Provision
meeting.
of services; d) Decoration, refurbishment,
rehabilitation of interiors Three) The members of the board of directors
ARTICLE FIVE
and exteriors; e) Trading commissions and are exempt from providing a guarantee and will be
Deliberations remunerated in accordance with the resolution of
agency assignments and representations
One) The resolutions of the general meeting are the general meeting.
in the different market segments;
taken by a majority of the votes present or Four) It is incumbent upon the board of directors

f) Carrying out commercial activities in represented, except in cases where the law or the to exercise the broadest powers, representing the
present statutes require a qualified majority. company in and out of court, actively and passively,
general, as decided by the board of
and performing all other acts aimed at achieving
directors.
Two) The meeting of the general meeting is the general objective that the law or these statutes
Two) The company may also participate in the
waived and the formalities of its call are waived, do not reserve for the general meeting.
capital of other companies, acquire interests in
them and hold management or administrative when all the partners agree that in this way it is
decided, considering valid, under these conditions, Five) The board of directors may delegate
positions.
the resolutions taken even if reduced outside the powers and appoint proxies.
ARTICLE THREE registered office, in any occasion and whatever its
ARTICLE EIGHT
Capital social purpose.
Ways to oblige society
The share capital, fully paid up and subscribed
One) The company is bound by the signature of
in cash, is twenty thousand meticais ARTICLE SIX two members of the board of
distributed like this:
Qualified majority resolutions direction.
a) A share worth eighteen thousand meticais, One) Without prejudice to the provisions of the Two) Under no circumstances may the company
corresponding to ninety percent of the law, resolutions on the following matters may only be bound to acts and contracts that are foreign to
share capital, belongs to the partner be taken by a majority of three-quarters of the votes its object, namely, in letters of favor and promissory
Envagelos Alberto Velhanos; b) A corresponding to the share capital: notes, guarantees and payments.
share
worth two thousand meticais, corresponding ARTICLE NINE
a) Amendment of the statutes;
to ten percent of the share capital, Profits, losses and dissolution
b) Merger, spin-off, transformation and of the company
belongs to the partner Victor Manuel
dissolution of the company;
Lima Ribeiro.
c) Take out loans in the national and One) The profits of the company and its losses
international market; d) will be shared by the partners in proportion to their
ARTICLE FOUR Dividend policy; e) The shares.
General meeting subscription or acquisition of shares in other Two) Before distributing the net profits earned
companies and their sale or in each financial year, the percentage legally
One) The general meeting will meet, ordinarily,
encumbrance. indicated for constituting the legal reserve fund shall
once a year to assess, approve or modify the
be deducted, as long as it is not realized in
balance sheet and accounts for the year and to Two) The decisions shall be taken unanimously
accordance with the law or whenever it is necessary
deliberate on any other matters for which it has following resolutions: a)
Approval of any agreement or transaction to reintegrate it. lo, and then the percentage of
been convened and, extraordinarily, whenever
including any payment to any reserves specially created by unanimous decision
necessary.
companies in which any shareholder of the assembly.
has a direct or indirect stake with the
Two) The general meeting, in cases where the
company; Three) Profits will be paid to shareholders within
law does not determine special formalities for its
a period of six months from the date of the resolution
call, will be called by the chairman of the general
b) Approval of any obligations of the company of the general meeting that approved them and will
meeting board, by means of a letter with a note of towards undertakings not directly be deposited in their bank account.
receipt, addressed to the members, at least thirty related to
days in advance of calendar, which will be reduced the society.
to fifteen calendar days in the case of extraordinary c) Appointment of the management board.
ARTICLE TEN
meetings. Three) Partners or third parties may vote with a
The social year coincides with the calendar year and the
Three) The general meeting will meet at the partner's power of attorney, but the power of
company's registered office and may take place attorney will not be valid for resolutions that imply balance sheet and income accounts will be closed
elsewhere when circumstances dictate, as long as changes to the articles of incorporation or dissolution with reference to the thirty-first of December of each
this does not harm the rights and legitimate interests of the company if it does not contain special powers. year and will be submitted to the appreciation of the
of the partners. ordinary general meeting.
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354 – (78) SERIES III — NUMBER 20

ARTICLE ELEVEN Fork, Limitada Go ahead, Limitada


A) The company is only dissolved in cases I certify for the purposes of publication, that in I certify, for the purposes of publication, that by
determined by law and will then be liquidated as the the minutes of May 5, 2008 and at the headquarters deed of April 6, two thousand and eight, drawn up
partners deliberate. of the company Mphanda, Limitada, it was registered
on pages fifteen and pages sixteen of the book of
with the Registry of
Two) As they are thus fair and contracted, the notes for miscellaneous deeds number six hundred
Legal Entities under NUEL 100018594, the partners
partners undertake to comply with this contract. and ninety-two line D of the Third
deliberated, under the terms of article six of the
statutes, the division and assignment of the quota Maputo Notary Office, before Ricardo
belonging to the partner João Alficha Levessene, Henrique Xavier Trindade, graduated in
Maputo, May fifteenth, two thousand and eight.
with the nominal value of two hundred thousand Law, superior technician of the registers and notary
— The Technician, Unreadable.
meticais, as a result of the assignment of quotas, N1 and notary in practice in the referred
article four of the company's articles of association, notary office, the company in question proceeded
shall read as follows: with the extension of the corporate purpose, which
as a result of this extension, the wording of the third
ARTICLE FOUR
Alficha Timbers, Limited article of the articles of incorporation that governs
The share capital, fully subscribed and paid up the said company is thus changed, which now has
I certify, for the purposes of publication, that by in cash, is two hundred and fifty thousand meticais the following new wording:
resolution of the second of May, two thousand and distributed as follows:
eight and at the headquarters of the company ARTICLE THREE
a) A share with the nominal value of fifty
Alficha Timbers, Limitada, located at Rua Joaquim thousand meticais, representing The company's main purpose is to carry out the
Lapa, number one hundred and two, second floor, twenty percent of the share capital,
following activities:
Maputo, registered at the Registry of the Legal belonging to the member Association
of Former Combatants of the National a) Construction, purchase, sale and lease
Entities under the NUEL, 100046741 with all the
Liberation Struggle; b) A share with a of real estate, in the broadest sense of
members present, Lindi Zhang and Chanhui Zhao
nominal value of fifty thousand meticais, this field; b) Importation
decided to withdraw and their shares will be
representing twenty percent of the of all material necessary for the construction,
distributed to the remaining members, in proportion share capital, belonging to the partner development and maintenance of the
to their shares. João Alficha Levessene. c) A share
company; c) Carrying out
As a result of the assignment of shares, article with a nominal value
other general trade, import and export
four of the articles of organization was amended, of one hundred and fifty thousand meticais,
activities and other activities that are
which now reads as follows: representing sixty percent of the share
complementary or subsidiary to the
capital, belonging to the partner ENAB
— Investimentos, Limitada. main object, provided that it is in
ARTICLE FOUR
accordance with the other
The share capital, fully paid up in cash, is
He is satisfied.
fifteen thousand South African rands, legislation in force in Mozambique,
equivalent to forty-five thousand meticais, Maputo, May thirteenth, two thousand and eight. according to the resolution of the
— The Technician, Unreadable.
corresponding to the following distribution management
and sum of the equivalent shares: board; d) Rental of rooms for tourist, leisure,
accommodation and other

a) Glyndwr Morgan Jones, retain the Registry of Legal Entities purposes; e) Management of guesthouses,

quota of two thousand, two


of lodges, lodgings, boarding houses,
Maputo motels and
hundred and fifty South African
inns; f) Management of catering
rands, equivalent to six thousand, Certificate of Registration - Definitive
Make sure you have registered with the establishments and other tourist
seven hundred and fifty meticais,
Registry of Legal Entities: activities in different categories, aiming
corresponding to fifteen percent; at providing accommodation and other
b) Legal entity name: ARTE-Met Artes
metallic complementary services to tourists,
Customs House Donça Chungue, retains including outdoor sports and leisure
Owner Name: Francisco Mario Faife
the quota of seven hundred and Teams activities.
fifty South African rand equivalent Address: Mozambique, Maputo City That in everything else not changed by this
to two thousand two hundred and Urban District 5
same public deed, the provisions of the previous
Bairro Jorge Demitrov, Avenida
fifty meticais, corresponding to social pact continue to be in force.
Mary of Lourdes Mutola, no-8
five percent. c) João Alficha
Legal entity type: Merchant in It's okay.
Levessene, retains the quota of twelve Name Individual
Maputo, May fourteenth, two thousand and eight.
thousand South African rand, Date of incorporation: 01-07-2005
Unique legal entity number: 100000075 Date of —The Helper, Luisa Louvada Nuvunga Chicombe.
equivalent to thirty-six thousand
registration
meticais, corresponding to eighty
at the Legal Entities Registry: -09-01-2006 The
percent.
latest changes were made at the
Then, the management discussion took place, Legal Entities Registry based on the internal
and it was unanimously decided to confer the process with the number of entry 20060000023663.
Chi Boy Auto, Limited
management for the first five years, its president I certify, for the purposes of publication, that by
and partner João Alficha Levessene. minutes of the thirteenth of March, two thousand and
Any discrepancies must be
It's okay.
immediately communicated to the registrar. eight, of the company Chi Boy, Limitada, registered
Maputo, May thirteenth, two thousand and eight. – Order Date: 02/07/2007 The under number eleven thousand nine hundred and ninety-eight
The Technician, Illegible. Registrar, Illegible. four, the pages fifty-five verse of the book
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MAY 20, 2008 354 – (79)

Chapter twenty-nine, the partners of the said company sum of four unequal shares, one with a nominal ARTICLE TWO
decided: the transfer of shares and the increase in the value of fifty thousand meticais, subscribed by
The management may freely move the registered
capital of the same: the partner Oliver Emeribe, another with a
office within the City of Maputo, or to a neighboring
The partner Evaristus Iyke Nwankwor assigns his nominal value of ten thousand meticais,
Council, as well as create branches, branches,
entire share in the nominal value of two hundred and subscribed by the partner Chinedu Clovis
agencies, partnerships with other companies, or other
twenty-five thousand meticais in favor of the Emeribe and two equal shares in the amount of local forms of representation, in the national territory
partner Chibuke Iloghaly, who merges his original five thousand meticais each, subscribed by
or abroad.
amount of fourteen thousand seven hundred and partners Chibuike Anyanwu and Thankgod
seventy-five meticais, now holding a single share in Anyanwu.
the amount of fifteen thousand meticais.
Maputo, May sixteenth, two thousand and eight. –
ARTICLE THREE
And in turn raises the quota to sixty-five thousand
The Technician, Illegible. The purpose of the company is to operate: hotels
meticais, with an increase of fifty thousand meticais.
and complementary support services; hunting reserves
And in turn, he cedes part of his share in the face value
and wild game farms; leisure and tourism projects;
of fifteen thousand meticais in favor of Paul Ogonna
recreational and amusement parks; promotion and
Illoghalu, who thus enters the company as a new
partner, therefore changing the wording of article five
Revia Safaris, Limited sport fishing; promotion of hunting safaris; import and
export of arms and ammunition, as well as their
of the articles of incorporation, which has the following I certify, for the purposes of publication, that on the
accessories; event exploration, event creation and
new wording: second of April, two thousand and eight, a limited
marketing; bakery and complementary services;
liability company called Revia Safaris, Limitada was
exercise of the civil construction industry, as well as
registered at the Registry of Legal Entities under NUEL
the execution of projects, real estate development,
ARTICLE FIVE 100049600.
purchase and sale of properties, provision of services
(Capital social) in the areas of refrigeration, air conditioning, electricity,
In between:

The share capital, fully subscribed and paid water, sewage, aeronautics, mechanical energy
up in cash, is sixty-five thousand meticais, José Artur Pereira Lopes, married, with Maria de production systems, electromechanics, electrotechnics,
corresponding to the sum of two unequal shares, Fátima Medeiros Freire Lopes, in general metalworking as well as hotel equipment, crockery,
one with a nominal value of fifty thousand community property regime, born in coffee, mineral table water and agricultural equipment;
meticais, subscribed by the partner Chibuke Maputo, of Mozambican nationality, and residing in general import and export trade, as well as the exercise
Iloghaly and the other with a nominal value of this city of Maputo, bearer of Identity Card number of any other activity provided that the necessary
fifteen thousand meticais, subscribed by partner authorizations are obtained.
Paul Ogonna Iloghalu. 0010248745, issued on the seventh of August, two
thousand and seven, by the National Directorate of
Migration;
Maputo, May sixteenth, two thousand and eight. —
Victor Manuel Pereira Lopes, married, with Aida
The Technician, Unreadable. ARTICLE FOUR
Maria Marques Manteigas Pereira Lopes, under
general community property regime, born in Maputo The share capital is two hundred and ten thousand
and Mozambican nationality and resident in this meticais and corresponds to the sum of four shares
city of Maputo, bearer of Identity Card number distributed as follows:
Chris Import Export, Limited
a) A share of forty percent in the amount of
I certify, for the purposes of publication, that by the 0004806411, issued on the seventeenth of July,
minutes of the sixteenth of April, two thousand and eight of the eighty-four thousand meticais, belonging
two thousand and seven, by the Archive of
to the partner José Artur Pereira Lopes;
company Chris Import Export, Limitada, registered Maputo Civil Identification;
b) A share of forty
under NUEL 100044811, the partners deliberate the Manuel João Vassalo Fernandes Cruz, married to
percent in the amount of eighty-four thousand
assignment of two equal shares in the amount of six Maris Stella Gonçalves Cachopa in general
meticais, belonging to the partner Victor
thousand meticais each that the partners communion of property regime, born in Portugal
Uchenna Christantus Emeribe in Ikechukwu Manuel Pereira Lopes; c) A share of ten
with Mozambican nationality, and residing in this
percent in the amount of
Okafor, which they possessed and which they cede to Oliver city of Maputo, bearer of Identity Card number
twenty-one thousand meticais, belonging to
Emeribe, the increase in share capital from more than 2355220
the partner Manuel João Vassalo
fifty thousand meticais to seventy thousand meticais; of the eighteenth of May, nineteen hundred and
Fernandes Cruz; d) A share of ten
the division and assignment of a share worth seventy three, issued by the Civil Identification Archive of
percent in the amount of
thousand meticais that the partner Oliver Lisbon;
twenty-one thousand meticais, belonging to the
Emeribe, owns and divides it into four unequal shares, Norberto Leonel Couto de Jesus Xavier, single, of legal
partner Norberto Leonel Couto de Jesus
one worth fifty thousand meticais that he reserves for age, born in Nampula, residing in this city, bearer
Xavier.
himself and one of ten thousand meticais that he of Passport No. AA071030, issued by the National
assigns to Chinedu Clovis Emeribe and two of five Directorate of Migration, on the third of July,
thousand meticais each that he assigns to nineteen ninety-nine. ARTICLE FIVE
Chibuike Anyanwu and Thankgod Anyanwu,
Management is now entrusted to three of the
consequently amend the fourth article, which now It constitutes a limited liability company among majority shareholders, who will also deliberate on the
reads as follows: themselves, which will be governed by the following managers' remuneration.
articles:
ARTICLE FOUR ARTICLE SIX
(Capital social) FIRST ARTICLE
The company may appoint agents or attorneys-in-
The share capital, fully subscribed and paid The company adopts the name of Revia Safaris, fact for the practice of certain acts or categories of
up in cash, is seventy thousand meticais, Limitada, and will have its headquarters in the city of acts, assigning such powers through a power of
corresponding to the Maputo, Republic of Mozambique. attorney.
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354 – (80) SERIES III — NUMBER 20

ARTICLE SEVEN Divinal – Audio Production Three) The company may, by resolution of the

The company is bound by the signature of one Visual, Limited general meeting, carry out other industrial and/or
commercial activities within the limits
of the managers. I certify, for the purposes of publication, that by
established by law, or even join or participate in the
public deed of the nineteenth of November, two
ARTICLE EIGHT share capital of other companies, provided that
thousand and seven, drawn up on pages seventy-
legally permitted by the legislation in force.
The management may not oblige the company eight to eighty-five of the book of notes for
in letters of favor, guarantees, endorsements, or in miscellaneous deeds number two hundred and
any similar or extraneous acts to the company's seventeen line A of the Fourth Notary Office of Maputo , towards ARTICLE FOUR

business. Miguel Francisco Manhique, assistant D principal (Capital social)


and deputy notary of the aforementioned notary,
One) The share capital, fully subscribed and paid
ARTICLE NINE was constituted between Momed Amina
up in cash, is twenty thousand meticais and
Abdul Cadre and Fernanda de Carvalho Pereira a
The assignment and division of shares, in whole corresponds to the sum of two shares distributed as
limited liability company called Divinal – Produção
or in part, to strangers, depends on the consent of follows:
Audio
the company, with the partners in the first place and
Visual, Limited, headquartered at Avenida Josina a) A share in the amount of ten thousand and
the company in second place, enjoying the
Machel, number nine hundred and six, ground floor, two hundred Meticais, corresponding
preemptive right.
city of Maputo, which will be governed by the clauses to fifty-one percent of the share capital
contained in the following articles: belonging to Momed Amina Abdul
ARTICLE TEN
Cadre; b) Another in
By prior resolution of the partners, the company FIRST ARTICLE the amount of nine thousand eight hundred
is allowed to participate in complementary groupings Meticais, corresponding to forty-nine
(Name and headquarters)
of companies, as well as in companies with a percent of the share capital, belonging
different purpose, or regulated by special law, and One) The company adopted the name of Divinal to Fernanda de Carvalho Pereira.
even as a limited liability partner. – Produção Audio-Visual, Limitada, or just Divinal,
Lda and has its headquarters at Avenida Josina Two) The share capital may be increased
Machel, number nine hundred and six, ground floor,
by resolution of the general meeting.
in the city of Maputo.
ARTICLE ELEVEN Two) The company may, by resolution of the ARTICLE FIVE
The company, by resolution of the general general meeting, transfer its registered office to any (Supplementary Payments)
meeting, to be held within a period of ninety days other location within the national territory.
Supplementary capital contributions will not be
from the knowledge of the respective fact, may
required, but the partners may make supplies to the
amortize any quota, in the following cases: Three) By resolution of the general meeting, the
company in accordance with the conditions
company may open delegations, subsidiaries,
established at the general meeting.
branches, agencies or other forms of representation
a) By agreement of partners; by attachment, where necessary.
seizure or any other act that implies ARTICLE SIX
the auction or the award of any quota; ARTICLE TWO
(Assignment and division of shares)
b) By judicial or extrajudicial (Duration)
One) The assignment and/or division of shares
sharing of quota, in the part in which it was
The company is constituted for an indefinite between the partners or third parties requires consent
not awarded to its holder; c) Due to the
period, starting from the date of execution of the of the company, which enjoys a preemptive right in
partner's breach of granting
respective public deed of incorporation. its acquisition.
the deed of assignment of his share, after the
Two) If the company does not exercise its
partners or the company have declared
preemptive right, it is transferred to each of the
their preference for the assignment in ARTICLE THREE
partners.
accordance with the provisions of (Social purpose) Three) In the event that the company or the
article ten of this contract.
One) The main corporate purpose of the company partners do not reach an agreement on the price of
is the agency of audio visual production, which the share to be assigned or divided, it will be
involves the following activities: determined by independent consultants to be
ARTICLE TWELVE
designated by the management of the company, and
a) Editing and production of music, video and
The consideration for the amortization of the the value that is determined will be binding for both
films;
quota, in the cases foreseen in items b), c) and d) of the company and the shareholders.
b) Production of advertising spots for radio
the previous number, if the law does not provide and television; c)
otherwise, will be equal to the value of the quota ARTICLE SEVEN
Production and filming of events; d)
according to the last legally approved balance sheet. Communication and marketing; (Amortization of quotas)
e) Editing and production of books and
One) The company, by prior deliberation of the
ARTICLE THIRTEEN magazines; f) Photographs, posters, covers
general meeting, reserves the right to amortize the
and other graphic
The company will be able to start operating shares of the partners within a period of ninety days
prints; g)
immediately, with any of the managers authorized to from the knowledge or verification of the following
Consultancy; h) Sale of music CDs, cassettes,
withdraw the share capital to cover the incorporation facts:
DVDs, videos and films;
expenses.
Two) The company also has, as a secondary a) If any quota is pledged, confiscated, seized
object, the exercise of other activities of a secondary or subject to any judicial or administrative
Maputo, May fifteenth, two thousand and eight. or complementary nature to its main activity. act that may oblige its
–The Technician, Unreadable.
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MAY 20, 2008 354 – (81)

transfer to third parties or even if the Three) Managers may appoint proxies and delegate of the aforementioned notary, a private limited
share is given as guarantee without prior all or part of their powers to them. company called Centro
authorization from the company; b) If Infantil e Colégio Paraíso, Limitada, which now reads

any quota or part is assigned to third parties Four) The company is bound by the signature of as follows:

without prior compliance with the two managers, or by the signature of proxies, under
FIRST ARTICLE
provisions of article six of these statutes. the terms defined at the general meeting.
Name, form and headquarters

Two) The amortization price, increased or Five) Under no circumstances may the company One) The company adopts the name
decreased from the balance of the members' personal be bound by acts or documents that do not concern Centro Infantil e Colégio Paraíso, Limitada and is
corporate operations, namely in letters of favour, constituted as a commercial company under the
account (depending on whether the balance is positive
or negative) will result from the adjusted balance, and guarantees and payments. form of private limited company having its headquarters
will be paid in no less than four semi-annual, equal in Maputo.
and successive installments represented by equal Two) The company may, by resolution of the
ARTICLE TEN management, transfer its headquarters to any part of
number of credit instruments that will bear interest at
the rate applicable to deposits (Balance sheet and distribution of results) the country or open branches there.
term.
One) The fiscal year coincides with the calendar ARTICLE TWO
year.
ARTICLE EIGHT Duration
Two) The balance sheet and income accounts will
(General meeting) One) The company is constituted for an indefinite
be closed with reference to the thirty-first of December
period.
One) The general meeting will ordinarily meet once of each year, and will be submitted to the appreciation
a year, in the first three months after the end of the Two) Its beginning is counted from the date
of the general meeting.
previous financial year, granting of the respective notarial deed.
Three) Deducting general charges, amortization
for:
and other charges from the net income calculated in
ARTICLE THREE
a) Appraisal, approval, correction or rejection each year, the amounts necessary for the creation of
of the balance sheet and accounts for Object
the following funds will be withdrawn:
the One) The object of the society is education
financial year; b) Decision on the distribution preschool and school as well as professional.
a) Legal reserve, until it is carried out under
of profits; c) Appointment of managers and Two) The company may exercise other
the terms of the law or, whenever it is
determination of their remuneration. related or complementary activities.
necessary to reinstate it; and b)
Two) The general meeting may meet extraordinarily
Other reserves necessary to guarantee the
whenever necessary, being responsible for deliberating ARTICLE FOUR
economic and financial stability of the
on any matters relating to the company's activity that Capital social
company.
go beyond the powers of the management board.
Four) The remainder will be applied as decided by One) The share capital, fully paid up in goods and

the general meeting. money, in the amount of one million, four hundred and
seventy-three thousand, nine hundred and fifty meticais
Three) It is the sole responsibility of the general
ARTICLE ELEVEN and corresponds to the sum of six shares distributed
meeting to decide on the sale of the main assets of
as follows:
the company. (Final dispositions)
Four) The general meeting will be convened by a) One share of seven hundred and thirty-six
One) The company dissolves in the cases provided thousand, nine hundred and seventy-five
the chairman of the board of directors by means of e-
for by law. If the partners agree, the liquidation of the meticals, corresponding to fifty percent
mail, telex, fax, telegram or registered letter with
acknowledgment of receipt, at least fifteen days in company will be carried out under the terms decided of the share capital, belonging to Lurdes
advance, except in cases where the law requires other by them. Rasalina
formalities. Two) Omitted cases will be regulated under the Tamele Magul;
Five) Members may be represented at general terms provided for in these statutes and other b) One share of four hundred and forty-two
meetings by any natural person they designate for this applicable Mozambican legislation. thousand, one hundred and eighty-five

purpose, by means of a simple letter for that purpose, It's okay. meticais, corresponding to thirty percent
addressed to the chairman of the general meeting of the share capital, belonging to
Maputo, ninth of January of two thousand and eight. Chihitane Ernesto Lambo Magul; c) A
board.
– The Helper, Unreadable. share of seventy-three thousand, six hundred,
ARTICLE NINE ninety-seven meticais and fifty cents,

(Management and representation corresponding to five percent of the


of the company) share capital, belonging to Shaneila
Children's Center and College Ângela de
One) The management of the company is conferred
paradise, limited Lourdes Magul;
on a board of directors, appointed at the general d) A quota of seventy-three thousand, six
meeting. I certify, for the purposes of publication, that by hundred ninety-seven meticais and
Two) It is incumbent upon the managers to deed of the tenth of June, two thousand and seven, fifty cents, corresponding to five percent
exercise the widest powers, representing the company drawn up on pages eighty-eight and following of the of the share capital, belonging to
in and out of court, actively and passively, and book of notes for miscellaneous deeds number seven Elshemila Sarlin de
practicing all acts tending to the achievement of the hundred and twenty line B of the First Notary Lourdes Magul;
corporate object, which by law or by these statutes Maputo Notary, before me Isidro Ramos e) A quota of seventy-three thousand, six
are not reserved to the general meeting. Moisés Batalha, graduated in Law, superior technician hundred ninety-seven meticais and
of the registers and notary N1 and notary fifty cents, corresponding
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354 – (82) SERIES III — NUMBER 20

to five percent of the share capital it is normally incumbent upon it to deliberate on the Two) The balance sheet and income statement
posts related to the company's activity that go beyond will be closed with reference to the thirty-first of
belonging to Shilaidy Ladmila
the competence of the managers. December of each year and will be submitted to the
Magul;
Three) The general meeting will be convened by appreciation of the ordinary general meeting.
f) A quota of seventy-three thousand, six
hundred and ninety-seven meticais the manager, or by a proxy to whom he grants such Three) After deducting general expenses,
depreciation and charges, the amounts necessary for
and fifty cents, corresponding to five powers, by means of a fax to be sent at least fifteen
the creation of the following funds will be deducted
percent of the share capital belonging to days in advance, for the number that the partners
from the net income for each year:
Kerin Liany Magul. hereby undertake to provide to the management within
fifteen days after the execution of this deed In urgent
a) In legal reserve, while it has not been carried
cases, it is admissible to call a meeting with less .

out in accordance with the law or


ARTICLE FIVE notice, provided that there is the consent of all the
whenever it is necessary to reinstate it.
Supplementary Payments partners.

There will be no supplementary installments, but the b) Other reserves intended to guarantee a
Four) The partners may meet in a general meeting better financial balance of the company.
partners will be able to make supplies to the company,
without observing the previous formalities, provided
at the interest and under the conditions to be defined in
that all are present and all express the will that the Four) The distributed profits will be paid to the
the general meeting.
meeting be constituted and deliberate on partners according to the respective social quotas
within a period of three months, counting from the
ARTICLE SIX
certain matter, the general meeting normally meets resolution of the general meeting that approved them.
assignment of shares at the company's registered office.
ARTICLE TWELVE
One) The total or partial assignment of Five) The number of votes of each member is
shares among the partners. equal to the value of the respective quota divided by Final dispositions
Two) The assignment of shares to third parties two hundred and fifty meticais. One) In the event of the death or interdiction of
requires the consent of the company, given at a Six) Decisions at general meetings are taken by a one of the partners, the company will continue with
general meeting, which reserves the preemptive right majority of votes present or represented, with the the heirs or representative of the deceased or
in its acquisition. exception of those for which the law requires a more interdicted person, who will appoint among themselves
Three) In case the company does not exercise the qualified majority. one who represents everyone in the company, as long
as the share remains undivided.
preemptive right, it will belong to each of the partners
ARTICLE NINE Two) The company is only dissolved in cases
and, if more than one wants to exercise it, the quota
fixed by law, if its dissolution has been decided by
will be divided by the interested parties, in proportion Company management and representation
agreement, it will be liquidated as the partners
to the respective quotas. One) The company is managed by two partners, deliberate.
directors Chihitane Ernesto Lambo Magul and Lurdes Three) The company is hereby authorized to
Rosalina Tamele Magul are already designated, who transfer the amounts delivered by the partners and
ARTICLE SEVEN
will represent the company inside and outside, actively deposited in a banking institution, as payment of the
Amortization of shares share capital.
and passively, with their simple signature and/or via
One) The company may at any time Four) The omissions will be governed by the
mandate previously and legally authorized by the
provisions of the commercial legislation in force in
proceed with the amortization of quotas when: principal.
Mozambique and applicable.
a) They are subject to attachment, attachment
It's okay.
or encumbered in any way; b) The Two) Directors are exempt from bond.
Maputo, May twelfth, two thousand and eight.
respective holders engage in any other — The Helper, Maria Inês Augusto.
ARTICLE TEN
activities that constitute unfair competition
or One) It is incumbent upon directors to represent

are partners of other companies the company in and out of court, actively and passively,

dedicated to identical or similar objects practicing all acts tending to the realization of the ACL Consultancies Limited
without having been expressly authorized corporate object, which the law or these statutes do
I certify, for purposes of publication, that by deed
in writing by the management of the not reserve to the general meeting. of October 11, two thousand and four, drawn up on
company. pages sixteen to twenty-two, from the book of notes
Two) The shares will be amortized according to Two) Directors may appoint proxies. for miscellaneous deeds number one hundred and
their book value resulting from the last approved thirty-four, line A of
balance sheet. Three) The company is necessarily bound by the Fourth Notary Office of Maputo in charge of
joint signature of the directors, or of the representative Jaime Bulande Guta, Master of Science
ARTICLE EIGHT Legal and notary offices of the aforementioned notary
to whom the latter has conferred powers to do so.
General meeting office, was set up between Mechu-Trading, Limitada
and Prescal - Prestaçoes de Serviços Castro,
Four) Under no circumstances may the company
One) The general meeting will meet once a year, Limited, a limited liability company called
be bound by acts or documents that do not concern
in ordinary session, which will be held in the first four
corporate operations, namely in letters of favour, ACL Consultancies, Limited, headquartered in the city
months after the end of each fiscal year, to:
guarantees and payments. of Maputo, which will be governed by the clauses
contained in the following articles:
a) Appraisal, approval, correction or rejection
of the balance sheet and accounts for ARTICLE ELEVEN FIRST ARTICLE
that
Balance sheet and distribution of results Name, headquarters and duration
financial year; b) Decision on the appropriation of results.
Two) The general meeting may meet extraordinarily One) The fiscal years coincide with the calendar One) The company adopts the name of
whenever necessary, years. ACL Consultancies, Limited, for short
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MAY 20, 2008 354 – (83)

designated ACL, LDA., has its headquarters in the city as their encumbrance in guarantee of any obligations that resolutions are taken outside the registered office,
of Maputo and is constituted for an indefinite period, of the partners, depend on prior deliberation of the at any time and whatever their purpose.
counting its beginning for all legal purposes, from the general meeting, being null and void any acts that
date of signature of this deed. contravene the provisions of this number.
ARTICLE EIGHT

Two) The company may, by resolution of the Two) The shareholder who intends to dispose of his Company administration and management
general meeting, establish, maintain or close branches, quota shall notify the company, at least thirty days in
One) The company will be governed and managed
subsidiaries, delegations or other forms of social advance, by registered letter, indicating the conditions
by a board of directors composed of the shareholders.
representation, in national territory or abroad. of the assignment.
Three) The company in first place, and the partners
Two) The presidency of the management council
in second place, enjoy the preemptive right in the
ARTICLE TWO will be exercised in rotation by the partners and will be
assignment of shares.
appointed by resolution of the general meeting.
Object
Three) The board of directors will designate an
ARTICLE SIX
One) The purpose of the company is: executive director who will be responsible for the day-
Amortization of quotas
a) Provision of consultancy services in the area to-day management of the company's affairs.

of management; One) The company may amortize any share in the Four) The executive director will have the broadest

b) Provision of accounting, auditing and expert following cases: powers legally permitted for the execution and

services; c) Legal and tax achievement of the corporate purpose, representing


a) By agreement of partners;
consultancy; d) Project assistance the management board in and out of court, actively and
b) For breach of the partner in granting the
and other related services; e) Asset management passively, practicing all acts tending to the pursuit of
transfer of his quota, without observing
and administration; f) the corporate purposes, Five) The board of directors,
the stipulated in the fifth article of the
the
Representations, commissions and articles of incorporation.
consignments; g) Technical-professional training; executive director, their agents or attorneys-in-fact
Two) The consideration for the amortization of the
h) Procurement cannot bind the company in acts and contracts that do
share will be based on the value of the last approved
and marketing. not concern its corporate object, nor in letters of favour,
balance sheet, plus the proportional share of the profits
guarantees, loans, authorizations and any similar acts.
to which he is entitled, after deducting the debts of the
Two) The company may, by resolution of the said partner, and the conditions for its payment must

general meeting, carry out any other similar or related be decided in a session of the general meeting .
activities, as long as legally authorised.
Six) The company is bound by two signatures.
ARTICLE SEVEN
ARTICLE THREE General meeting
ARTICLE NINE
Capital social One) The general meeting is the highest body of Convening of the management board
One) The share capital, fully subscribed and paid the company, it is made up of all the partners and will
The management board meets at least once every
up in cash, is fifteen million meticais, corresponding to ordinarily meet once a year, at its registered office, to
three months, when summoned by the executive
the sum of two shares distributed as follows: assess and approve the annual balance sheet and
director, through a letter to be delivered by hand to the
accounts for the financial year, and to deliberate on any
remaining members at least
other matters to have been summoned.
a) A share with a nominal value of ten million
meticais, belonging to the partner Mechu fifteen days and indicating the date, time, place of the
Two) The general meeting may meet extraordinarily
- Trading, Limitada; b) A share with a meeting and agenda.
whenever necessary, to deliberate on any matter
nominal value of five million meticais, belonging
concerning the company, with the convening of any of
to the partner Prescal - Prestações de ARTICLE TEN
the partners being sufficient for this purpose.
Serviços Castro, Limitada. Dissolution of the company
Three) The general meeting will be convened by One) The company dissolves in the cases and
Two) Deliberated by the general meeting, any the chairman of the management board by means of a terms provided for by law.
increases or decreases in capital, in principle, they will registered letter, with acknowledgment of receipt, Two) Dissolving by agreement, it will be liquidated
be apportioned by the shareholders in proportion to addressed to the shareholders, thirty days in advance, as the partners then deliberate in a general meeting.
their shares. which may be reduced to fifteen days in the case of
extraordinary meetings, always be accompanied by the
ARTICLE FOUR ARTICLE ELEVEN
work agenda and the documents necessary for taking
Supplementary benefits and action
supplies Application of results
deliberations.
As a rule, there will be no supplementary capital Four) The shareholders will be represented at the One) The fiscal year coincides with the calendar
year and an annual
contributions, but the partners may grant the company meeting by their respective legal representatives or, in
the supplies it needs under the terms and conditions to their impediment, by their designated representatives balance sheet, closed on the thirty-first of December.

be established by the general meeting. for the purpose, by means of a simple letter addressed
to the chairman of the meeting for this purpose. Two) The net profits calculated in each fiscal year,
after first deducting the percentage legally established
ARTICLE FIVE Five) The meeting of the general meeting will be for the constitution of the legal reserve fund and other

Division and assignment of shares waived, as well as the formalities of its call, when all deductions that the general meeting decides to make,
the partners agree in writing, in the resolution whose will be distributed to the shareholders in proportion to
One) The division, assignment and total or partial content must be clearly explained, even their quotas.
disposal of shares, to partners or third parties, as well
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354 – (84) SERIES III — NUMBER 20

ARTICLE TWELVE ARTICLE THREE CHAPTER IV

Exclusion The duration of the company is for an indefinite General meeting, management and
period
representation of the company
One) The exclusion of a member may verify
if in the following cases: ARTICLE FOUR
SECTION I
a) If the partner involves the company in acts The purpose of the company is:
and contracts outside the corporate of the general meeting
a) Offer specialized recommendation services
in several areas with specialized ARTICLE TEN
purpose; b) When the partner, due to his/her
training specific to each area; b)
suitability or reputation within the The general meeting will ordinarily meet once a
Consultancy, provision
company or outside it, seriously year, to approve, reject or modify the balance sheet
disturbs its functioning, its good image of services in the areas of advertising,
and accounts for the year and to deliberate on any
before the market or its clients, in marketing, IT, management, accounting
other matters for which it has been convened, and
terms of having caused or could cause and various other areas.
extraordinarily whenever this becomes necessary,
harm.
with the partners to be represented by agents of
c) Provide tourist and cultural information.
their choice, by means of a power of attorney.
Two) In the case of acts that harm the company,
the partner may be expelled and his share will be
acquired by the company. CHAPTER II
Three) The excluded partner or their
Do capital social ARTICLE ELEVEN
representatives may not, under any pretext, acquire
shares in the company, or even be contracted by it The general meeting will be convened by the
ARTICLE FIVE
to provide any service.
management by means of a registered letter, with
The share capital, fully subscribed and paid up
acknowledgment of receipt, addressed to the
in cash, is twenty thousand meticais and is distributed
ARTICLE THIRTEEN partners at least fourteen days in advance, a period
as follows: one share with a nominal value of eight
missing cases that may be reduced to seven days for extraordinary
thousand meticais, corresponding to forty percent
meetings.
The company, in what is not governed by the of the capital, belonging to the partner May Sleiman
statutes, will observe the law of private limited Farah two shares equal of which one belongs to the
ARTICLE TWELVE
companies and the other provisions of the applicable shareholder
legislation. Said Abdel Massih of face value of six thousand The general meeting is considered regularly

It's okay. meticals) corresponding to thirty percent of the constituted when, on first call, the shareholders are
capital and the second belonging to partner Rony present in the order of at least fifty percent of the
Maputo, fourteenth of October, two thousand Sleiman Farah face value of six thousand share capital, and on second call whatever the
and four. — The Helper, Unreadable.
meticals, corresponding to thirty percent of the number of members present, regardless of the
capital. capital they represent.

ARTICLE SIX
Matimba Consultancy Limited
There will be no supplementary provision of
I certify, for the purposes of publication, that by capital, however, the partners may supply the ARTICLE THIRTEEN
deed of the fourteenth of March, two thousand and company under the terms and conditions established
The general meeting will meet at the headquarters
eight, entered on pages fifty-nine and following of by the general meeting.
the book of notes for miscellaneous deeds number of the companies, and may take place elsewhere,
twenty line B of Terceira ARTICLE SEVEN and even in another region, when the circumstances
Maputo Civil Registry Office, with notary functions, so advise, as long as this does not harm the rights
The assignment and division of shares, as well
before me Lubélia Ester and legitimate interests of the partners.
Muiuane, with a degree in law, superior technician as their encumbrance in guarantee of any obligations
of the registers and notary N1, conservator exercising of the partners, depends on the consent of the SECTION II
notary functions, a limited liability company was company, being null and void any operations of
Management and representation of the company
formed between Said Abdel Massih, Rony Sleiman such a nature that are contrary to the provisions of
Farah and May Sleiman Farah, which will be this article. ARTICLE FOURTEEN
governed by the clauses contained in the following
articles : The administration and management of the
ARTICLE EIGHT
company's businesses is entrusted to the partner
FIRST ARTICLE In the event of extinction or death of any of the May Sleiman Farah, who is already appointed, with
partners and when there are several successors, powers to collectively manage the company.
Name, headquarters, duration and purpose
they will designate one among themselves to
Under the terms of the law and these statutes, a ARTICLE FIFTEEN
represent them all before the company while the
limited liability company is set up, which adopts the
division of the respective company is not authorized Managers are exempt from providing a guarantee,
name of Matimba Consultoria, Limitada.
or if the authorization is denied. and may delegate all or part of their powers to
agents of their choice, even outside the company, if
CHAPTER III
this is permitted by resolution of the general company
ARTICLE TWO or express consent of all partners.
of the obligations
The company has its headquarters in the city of
ARTICLE NINE
Maputo, and may, by resolution of the general
meeting, create other representations in the country The meeting may issue bonds under the terms ARTICLE SIXTEEN
and/or abroad whenever circumstances so justify. and conditions, upon resolution of the meeting. The balance sheet and accounts will be extracted
annually, closed on the thirty-first of December, the profits
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MAY 20, 2008 354 – (85)

net income from the balance sheet account will be transferred Two) The company may establish, maintain or CHAPTER III
to the legal reserve account, with the resolution of the general close branches, agencies or any other form of Assignment and amortization of shares
meeting being up to the destination to be given to the remainder social representation, as well as indispensable
of the calculated profit.
ARTICLE EIGHT
offices, establishments and factories where it deems
convenient, anywhere in the national territory or
(Assignment of shares)
ARTICLE SEVENTEEN
abroad. The assignment of shares is free and the
The company is not dissolved due to extinction,
company always enjoys the preemptive right in
death or interdiction of any partner, continuing with
case it is not exercised by the partners.
the successors, heirs or representatives of the ARTICLE FOUR
extinct deceased or interdicted, who will jointly ARTICLE NINE
(Object)
exercise their respective rights while the share
(Amortization of quotas)
remains undivided, in compliance with the provisions The company's main purpose is the following:
of article eight of these statutes. A) The company may acquire shares or redeem
Manufacture of plastic articles, garbage cans, them, by agreement of the respective shareholders
pallets, plastic plates, and more manufacture of and in strict compliance with repetitive legal rules
ARTICLE EIGHTEEN
hygiene utensil, toilet paper, disposable plates, and provisions.
The company is only dissolved in cases
napkins and more, carpentry service and general
established by law. Dissolving by agreement of the CHAPTER IV
trade, wholesale and retail sale of products,
partners, all of whom must be liquidators. Being in Of the governing bodies,
carpentry articles, domestic utensils, electrical
compliance with all omissions, the applicable legal management and representation of the partner bodies
appliances and others with import and export.
provisions, in force in the Republic of Mozambique,
ARTICLE TEN
will regulate.
(Social entities)
It's okay.
Two) The company may carry out other
Weng Long Import & Export,
Maputo, fourteenth of April, two thousand and eight. commercial activities related to the activity
Limited, has the following governing bodies:
– The Helper, Unreadable. as long as it has obtained the necessary legal
a) The general assembly; b)
authorization and is the result of prior deliberation
The management.
by the general meeting.

ARTICLE ELEVEN
Weng Long Import CHAPTER II
& Export, Limited (General meeting)
Share capital, increase and
I certify, for the purposes of publication, that by supply The general meeting will meet ordinarily once
deed of the fifth of May, two thousand and eight, a year to approve, reject or modify the balance
drawn up on pages four and following of the book ARTICLE FIVE sheet and accounts for the year and to deliberate
of notes for miscellaneous deeds number six on any other matters for which it has been
(Capital social)
hundred and ninety-two line D of the Third Registry Office convened, and extraordinarily whenever this
Maputo Notary, in charge of Carolina Vitória The share capital, fully subscribed, is paid up in becomes necessary, the shareholders being able
Manganhela, notary of the aforementioned notary, cash in the amount of twenty thousand to partners to be represented by agents of their
a sole proprietorship was formed between Xiangze meticais, corresponding to two shares distributed choice, communicated by letter addressed to the
Chen and Jimin Li, which will be governed by the as follows: company.
clauses contained in the following articles:
a) A share worth sixteen thousand meticais, ARTICLE TWELVE
CHAPTER I equivalent to eighty percent of the
(Form of summons)
Name, registered office and purpose share capital, belonging to the partner
Xiangze Chen; b) A share One) The general meeting will be convened by
FIRST ARTICLE in the amount of four thousand meticais, the management, by registered letter, sent at least
(Name) equivalent to twenty percent of the fifteen days in advance, for extraordinary meetings.
share capital, belonging to the partner
The company adopted the name of Weng Long Jimin Li. Two) The meeting of the general meeting and
Importação & Exportação, Limitada, being a limited the formalities of its call are waived, when the
liability company, which will be governed by these ARTICLE SIX partners agree that in this way it is decided,
statutes and other applicable legislation. considering that the resolutions taken are valid
(Capital increase)
under these conditions, even if carried out outside
The share capital may be increased one or the registered office, on any occasion and whatever
ARTICLE TWO be your object.
more times, depending on the company's business,
(Duration) in compliance with the provisions of April 11, 1901. ARTICLE THIRTEEN

Its duration is indefinite, starting from the date (whose)


of its deed. ARTICLE SEVEN
The general meeting, both on first and second
(Supplementary Payments) call, is only considered regularly constituted
ARTICLE THREE provided that they are present or represented by
Supplementary capital contributions will not be
( Site ) shareholders who own at least fifty percent of the
required, however, the partners may make the share capital, without prejudice to cases in which
One) The company has its headquarters in the necessary supplies to the company, with interest the law or the articles of incorporation require a
city of Maputo, and may be transferred to another and other conditions stipulated by the general quorum. special advisory.
location, by decision of the general meeting. meeting.
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354 – (86) SERIES III — NUMBER 20

ARTICLE FOURTEEN ARTICLE TWENTY ARTICLE THREE

(Management and representation) (Extinction, dissolution, death The main object of the company is general trade,
and interdiction) with import, export and provision of related services.
One) The administration and management of the
The company may eventually carry out other
company, as well as its representation in and out of One) The company only dissolves in the cases
activities directly or indirectly related to the main
court, actively and passively, will be exercised by all provided for by law, with the exception of bankruptcy object provided that they are duly authorized and
partners, one effective manager and the other
or insolvency of the partner, in which case the
nominal, who will be conferred with the broadest the partners so decide.
company is subject to the option of amortization of
management powers.
shares.
Two) The partner Xiangze Chen is appointed
Two) The company is not dissolved by extinction, CHAPTER II
effective manager, who will represent the company
in and out of court, actively and passively. death of any partner, continuing with the successors, Do capital social
heirs or legal representatives of the extinct, deceased
or interdicted, who will jointly exercise their respective ARTICLE FOUR
ARTICLE FIFTEEN
rights, while the quota remains undivided. The share capital, fully subscribed and paid up
(Manager compensation and perks)
in cash, is sixty thousand meticais, corresponding
One) By decision of the general meeting, it may Three) If the company is dissolved by agreement to the sum of two shares distributed as follows: One
remuneration for managers is fixed. of the partners, they will proceed with the liquidation share of thirty thousand six hundred meticais,
Two) The agreed remunerations must appear and sharing of their social assets, as it suits them, corresponding to fifty-one percent of the share
and be registered in the company's minutes book.
in which case all the partners will be liquidators. capital, belonging to the partner Leonardo Fernando
Tivane, and another of twenty nine thousand nine
ARTICLE SIXTEEN hundred meticais, corresponding to forty nine
ARTICLE TWENTY-ONE
(Responsibility of the effective manager) percent of the share capital, belonging to the partner
(Omissions) Fayyaz Baig.
It is prohibited for managers and attorneys-in-
fact to oblige the company in acts and contracts that The omitted cases will be regulated by the
are foreign to partner business, such as letters of provisions of the Law of April 11, 1911 and other CHAPTER III
favor, and similar acts, under penalty of indemnifying applicable legislation.
Assignment, disposal, encumbrance
the company for twice the responsibility assumed, It's okay.
or division of shares
even if such obligations are not required by the Maputo, May 8, 2008. —The Helper, Luisa
company, which considers them null and void. Louvada Nuvunga Chicombe. ARTICLE FIVE

One) The total or partial division and/or


CHAPTER V
assignment of shares to partners or third parties, as
Balance sheet and distribution of results well as their encumbrance in guarantee of any

ARTICLE SEVENTEEN
Metro Minerals, Limited obligations, depend on the prior authorization of the
company, given by resolution of the general meeting
(Balance) I certify, for the purposes of publication, that by
and unanimously approved.
deed of the fourteenth of May, two thousand and
A balance sheet will be given annually, closing Two) The company reserves the preemptive
eight, drawn up on pages eleven of the book of notes
on December 31st.
for miscellaneous deeds number seven hundred twenty-eight in case of assignment or disposal of shares,
right
and, when it does not want to use it, this right is
a B dash from the First Notary Office of
ARTICLE EIGHTEEN attributed to the partners.
Maputo, in charge of Anadia Statimila Estêvão
(Distribution of results) Cossa, with a degree in Law, superior technician in CHAPTER IV
One) Profits net of all expenses and charges will the registers and notary and notary of the
be distributed as follows: aforementioned notary, a limited liability company General meeting and representation of the
company
was formed between
a) A percentage of five percent for the legal Leonardo Fernando Tivane and Fayyaz Baig, which
ARTICLE SIX
reserve fund; b) A percentage will be governed by the following articles:
of five percent for the creation and integration One) The general meeting will ordinarily meet,
CHAPTER I once a year, to assess, approve and/or modify the
of the sinking fund, reintegration or
reinforcement of other forecasts. Name, headquarters, duration and balance sheet and accounts for the year and to
purpose deliberate on any other matters for which it has been
Two) The remainder will be distributed among the called, and, extraordinarily whenever it is necessary
members in proportion to the quotas. FIRST ARTICLE necessary.
CHAPTER VI A limited liability company is formed under the
name of Metro Minerals, Limitada. Two) The general meeting will be convened by
General provisions
the acting chairman or by representatives of more
ARTICLE NINETEEN than fifty percent of the share capital, by means of
ARTICLE TWO a registered letter with acknowledgment of receipt,
(Supervision of the company)
The company is constituted for an indefinite addressed to the shareholders at least thirty days in
One) The member accounts will be verified by
period and has its headquarters in the city of advance, which may be reduced to fifteen days in
an auditor.
Maputo, and may, whenever justified, create and/or case of an extraordinary general meeting.
Two) However, any of the partners may, when
deemed necessary, request an audit for the purposes extinguish by resolution of the general assembly,
of auditing the accounts and business of the delegations, branches or other form of social Three) The general meeting will meet at the
company. representation anywhere in the country. company's headquarters, and may take place elsewhere when
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MAY 20, 2008 354 – (87)

the circumstances so advise, provided that such fact CHAPTER V which adopts the firm of Tiga-Tecnologias de
does not harm the rights and legitimate interests of Information Management and Automation, SA, now
Application of results
the partners. governed by the following articles:
Four) The general meeting is considered regularly ARTICLE TEN
CHAPTER I
held when, on first call, representatives of more than
A) The fiscal year coincides with the year
fifty percent of the share capital are present, and, on civil. Name, registered office, purpose and
second call, regardless of the number of shareholders duration
Two) A balance sheet will be given annually,
present and regardless of the capital they represent, dated the thirty-first of December, which will be FIRST ARTICLE
the provisions of number two must always be submitted to the general meeting, depending on
observed. whether there are profits: Denomination and duration
The company adopts the name TIGA –
a) The percentage legally indicated to
Five) The general meeting will designate, by a Tecnologias de Informação de Gestão e Automação,
constitute the legal reserve fund will be
two-thirds majority of votes, three partners as SA, and will last indefinitely.
deducted first, while it is not paid up in
members of the management board, who will appoint
accordance with the law or whenever it
among themselves, by a simple majority of votes, the
is necessary to reintegrate it; b) The ARTICLE TWO
president of the general meeting who will be
remaining part will be
cumulatively the manager of the company, who will Site
distributed in proportion to the quotas and
be responsible for exercising the broadest powers,
paid within a maximum period of ninety One) The company has its head office at Avenida
representing the company in and out of court, actively
days from the date of the resolution of Amílcar Cabral, number six hundred and ninety eight,
and passively, and practicing all and other acts
the general meeting. ground floor, in Maputo.
tending to the achievement of the corporate object
Two) The board of directors may, whenever it
that the statutes do not reserve for the general sees fit, move its headquarters to any other location
meeting. CHAPTER VI within the country and, as well as create, move or
extinguish branches, agencies and any other forms
ARTICLE SEVEN Final provisions
of social representation in Mozambique and abroad.
One) The decisions of the general meeting will ARTICLE ELEVEN
be taken by simple majority of votes present or
The company is not dissolved due to the death or ARTICLE THREE
represented, except in the following cases where
interdiction of any partner, on the contrary, it will
unanimity of votes corresponding to the entire share Object
continue with the representatives of the deceased or
capital is required:
the legal representatives of the interdict who will The company's corporate purpose is:
a) Modification of any article of the appoint among themselves one who will represent a) Studies, projects, consultancy and training
company statutes; everyone in the company, assuming this share. in the areas of information technology
b) Decision on participation in other companies and
or undertakings; c) The contracting ARTICLE TWELVE telecommunications; b) Assembly of computer,
of financing and constitution of guarantees, in electronic and telecommunications
In everything that is omitted, the laws will regulate
favor of third parties that affect the equipment; c)
of the Republic of Mozambique.
assets of the company; d) The admission Installation and technical assistance for
It's okay. telecommunications and electronic
of new members; e) The
creation of reserves; and f) The Maputo, May fifteenth, two thousand and eight. equipment and computer systems;
dissolution of the company. — The Assistant Notary, Unreadable.
d) Representation of national and foreign
companies linked to the areas of
Two) The minutes of the general meeting must
telecommunications, electronics and
be drawn up and signed by all members present or
information technology;
represented. TIGA – Information e) Commercialization, import and export of
Technologies for equipment and systems for its
ARTICLE EIGHT
Management and Automation, SA representation and manufacture.
The company is obliged:
I certify, for the purposes of publication, that by
a) By the signature of the manager of the deed of the twenty-fourth of March, two thousand
CHAPTER II
company; b) Acts of mere expediency may be and eight, drawn up on pages ninety-eight and
signed by any employee duly accredited following pages of the book of notes for miscellaneous Share capital, shares and bonds
deeds number six hundred eighty-eight dash
ARTICLE FOUR
designated for this by virtue of their D of the Third Notary Office of Maputo, before
functions. Esperança Pascoal Nhangumbe, graduated in Law, Capital social
superior technician of the registers and notary N1 One) The share capital, fully paid up in cash, is
ARTICLE NINE
and acting notary in the mentioned notary, where the one hundred thousand meticais, divided into one
It is prohibited for the manager or his partners Faisal thousand shares worth one hundred meticais each.
representatives to oblige the company in acts outside Abdul Gafar, Carlos Fernando Baptista Ferreira Two) The board of directors may decide to
the social commitments such as letters of favor, Chilão and Danilo Jamal, transform the limited increase the share capital, one or more times, up to
guarantees, guarantees and other similar procedures. company Information Technology for Management a limit of one hundred million meticais.
and Automation, Limited into a limited company,
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354 – (88) SERIES III — NUMBER 20

ARTICLE FIVE b) Decide on the appropriation of results; c) application that may be deliberated at a general
Actions Decide on meeting, taken by a majority of votes present or
the amendment of the contract represented.
One) The shares are registered or bearer of society;
shares, are reciprocally convertible under legal ARTICLE TEN
d) Elect and dismiss the members of the
terms, with the shareholders having to pay the
governing bodies; Dissolution
conversion costs.
Two) Shares can be represented by titles of e) Establish the remuneration of the members
The company is dissolved, in addition to the
one, ten, twenty, fifty and one hundred shares. of the governing bodies.
cases provided for by law, by resolution of the
general meeting taken by a majority of three
ARTICLE ELEVEN
quarters of the votes cast.
ARTICLE SIX Administrative Council
It's okay.
Obligations One) The board of directors will be composed of
three to five members, elected by the general Maputo, twenty-second of April, two thousand
The company may, under legal terms and by
resolution of the board of directors, issue bonds in meeting, from among shareholders or not, for a and eight. — The Helper, Unreadable.
the foreign and domestic markets. period of three years, with the possibility of being re-
elected one or more times.
CHAPTER III
Two) The members of the board of directors are
TTR – Consultancy
Of the governing bodies exempt from providing a guarantee and will or will
and Land Transport
not be remunerated, as decided by the general
ARTICLE SEVEN Rural, Sole Proprietorship,
meeting. limited
Social entities Three) The company is bound by the signature
of two directors. I certify, for the purposes of publication, that on
The governing bodies are the general meeting,
the ninth of May, two thousand and eight, a legal
the board of directors and the supervisory board.
ARTICLE TWELVE entity named TTR Consultoria e Transportes
Board Chairman Terrestres Rurais, Sociedad Unipessoal, Limitada,
ARTICLE EIGHT
administration was registered at the Registry of Legal Entities
General meeting under NUEL 100052601.
The chairman of the board of directors has the
One) The general meeting is made up of all
casting vote, and decisions must be taken by By this private document, grants, pursuant to
shareholders with voting rights and its resolutions,
majority. number one of article three hundred and twenty-
when taken in accordance with the law, are binding
on all shareholders. eight of the Commercial Code, Francisco Inácio
ARTICLE THIRTEEN
Two) Each share corresponds to one vote. Osório de Vasconcelos Xavier, single, holder of
Three) The general assembly decides by majority Powers of the board of directors Without Passport No. HI 79047, issued on December twenty-
vote, except in cases where the law requires a prejudice to other powers established by law or fourth, two thousand and four, valid until the twenty-
qualified majority. the articles of association, the board of directors is fourth of December, two thousand and fourteen,
Four) The regularly convened general meeting responsible for deliberating on any matter relating issued by the Civil Government of Lisbon, residing
may validly deliberate, on first call, whatever the at Avenida Julius Nyerere, number nine hundred
to the company's management.
number of shareholders present or represented, by and fifty-four, thirteenth floor, flat twenty-six
majority of votes present or represented, except in constitutes a sole proprietorship limited liability
ARTICLE FOURTEEN
cases where a qualified majority is required. company which will be governed in accordance with
Fiscal Council
the following
statutes:
The supervision of the company's business will
Five) On second call, the general meeting can
be carried out by a supervisory board, composed of
validly deliberate whatever the number of CHAPTER I
three effective members and an alternate, who may
shareholders present or represented and the capital
or may not be shareholders, elected by the general Name, duration, headquarters and
represented by them.
meeting, for a period of three years, and may be re- object
ARTICLE NINE elected one or more times. FIRST ARTICLE
Convening of the general meeting (Name)
ARTICLE FIFTEEN
One) The general meeting is convened by the Competence of the fiscal council The company adopts the name of TTR –
chairman of the board, by registered letter with Consultoria e Transportes Terrestres Rurais, Sole
acknowledgment of receipt and dispatched at least One) The competence of the supervisory board
proprietorship, Limited and will be governed by the
twenty-one days in advance. is legally attributed to it.
present statutes and by the applicable legislation.
Two) The board of the general meeting is Two) The role of the supervisory board may, by
composed of a chairman and a secretary, elected resolution of the general meeting, be carried out by
by the meeting for a period of three years, who may a duly qualified audit firm. ARTICLE TWO
or may not be shareholders and may be re-elected
(Duration)
one or more times.
CHAPTER IV The company is constituted for an indefinite
ARTICLE TEN period.
General provisions
Competence of the general meeting
ARTICLE SIXTEEN ARTICLE THREE
Without prejudice to other powers provided for
Social year and distribution of results (Site)
by law or by-laws, the general meeting shall:
One) The social year coincides with the calendar year. One) The company has its registered office in
Two) Net profits, deducted from the legal the city of Beira, Rua de Chaimite, number four
a) Deliberate on the annual management report
percentage for reserves, will have the hundred and eighty-two, Munhava, province of Sofala.
and accounts for the financial year;
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MAY 20, 2008 354 – (89)

Two) The headquarters of the company may be Two) The decisions of the sole partner must be Top Laser Africa Limited
transferred to any other place by decision of the sole taken by him personally, entered in a book intended
partner. for that purpose and signed by him. I certify, for the purposes of publication, that by
Three) The sole partner may also deliberate on deed of the twelfth of May, two thousand and eight,
the creation and closure of branches, branches, Three) Depend on the decision of the sole partner: drawn up on pages twelve and thirteen of the book of notes
agencies or other forms of commercial representation for miscellaneous deeds number seven hundred and
in any part of the national territory or abroad. twenty-one line B of the First Notary Office of Maputo,
a) Appraisal of the balance sheet and
before
approval of the company's accounts relating to me Anádia Statimila
the previous year's financial year, the Estêvão Cossa, graduated in Law, superior technician
ARTICLE FOUR
preparation of the management report of the registers and notary and notary of the
(Object) and the assessment of the auditors' aforementioned notary, a limited liability company
report, if any; was constituted, which will be governed by the
One) The purpose of the company is to provide
consulting services and land transport of goods in b) The acquisition, disposal or encumbrance provisions contained in the following articles:
of own shares; c)
rural areas, including the import and export of various
goods. Amendment to the Articles of
Association; d) The increase and reduction FIRST ARTICLE
Two) The company may carry out other of share capital; e) The merger, split,
(Name)
transformation, dissolution and liquidation of the company.
commercial or other activities that are complementary
or subsidiary to the main activity. Four) The sole partner may appoint and set up a The company adopts the name Top Laser África,
board of directors composed of at least three Limitada, being a limited liability company, and has
Three) The company may acquire members, in which case the attributions and its registered office in the city of Maputo. whenever
competences enshrined herein will be attributed to
shareholdings in other companies. it deems convenient, the company may provide for
Four) By resolution of the sole partner, the such governing body.
the opening of branches, branches, agencies, offices
company may carry out other activities not included or any form of representation in national or foreign
ARTICLE TEN
in the current corporate purpose, provided that it is
territory when expressly authorized by the competent
duly licensed for the purpose. (Ways to oblige society)
authorities.
One) The company is bound by the signature of
the sole partner.
CHAPTER II
Two) For mere expedient acts, the signature of
Do capital social e quotas any employee of the company is sufficient.
ARTICLE TWO

ARTICLE FIVE (Duration of membership)


(Capital social) CHAPTER IV
The duration of the company is for an indefinite
The share capital, fully subscribed and paid up Of the final and transitional provisions period, starting from the date of publication of the
in cash, is twenty thousand meticais, consisting of a public deed of incorporation.
single share belonging to the partner Francisco ARTICLE ELEVEN
Inácio Osório de Vasconcelos Xavier. (Balance sheet and approval of accounts)
ARTICLE THREE
The management report and financial year
(Social purpose)
ARTICLE SIX accounts, including the balance sheet and income
(Own shares) statement, will be closed with reference to the thirty- One ) The purpose of the company is to engage
first of December of each year and will be submitted in international import and export trade, sale and
The company may, within the legal limits, acquire for approval by the sole partner during the first production of office and school material, computers
and dispose of its own shares and carry out all quarter of the year Following. and accessories, commissions, consignments,
legally permitted operations on them. representations, provision of services and similar
ARTICLE TWELVE
activities subject to prior authorization.
ARTICLE SEVEN (Application of results)
Two) The company may expand its commercial
(Supply installments) One) The percentage legally established to set
and social relations with foreign companies, provided
up or reintegrate the legal reserve fund will be
The sole partner may grant the company the that said expansion does not collide with the general
deducted from the profits earned.
supplies it needs. interests of the constituent company.
Two) The remaining part of the profits will be
distributed to the sole partner.
ARTICLE EIGHT
ARTICLE FOUR
(Transmission of quotas) ARTICLE THIRTEEN
(Capital social)
the sole partner may freely transfer his share to (Dissolution)
third parties The company dissolves in the cases and terms The share capital, subscribed and fully paid up
in cash, is thirty thousand meticais, fully paid up in
provided for by law, with the sole partner being the
CHAPTER III liquidator. cash and corresponds to the sum of three shares,
namely:
On administration and ways of obliging society
ARTICLE FOURTEEN a) Muhammad Siddique, a share with a
Omissions nominal value of twenty-four thousand
ARTICLE NINE
meticais, corresponding to eighty
The provisions of the Commercial Code in force
(Administration) percent of the share capital;
in Mozambique shall govern all the omissions.
b) Khalil-Ur-Rahman, a share with a nominal
One) The management of the company will be
It's okay. value of three thousand meticais,
carried out by the sole shareholder, who is
responsible for exercising all the powers conferred Maputo, ninth of May, two thousand and eight. – corresponding to ten percent of the
upon him by law and by these statutes. The Technician, Illegible. share capital;
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354 – (90) SERIES III — NUMBER 20

c) Mohammad Rasool Khan, a share with a and passively, will be exercised by all partners where representative of the extinct, deceased or interdicted
nominal value of three thousand meticais, they can delegate their representatives or managers in person, who will jointly exercise their respective rights
corresponding to ten percent of the share case of absence by means of a power of attorney. while the quota remains undivided.
capital.
ARTICLE TWELVE
Two) In order to bind the company in banking
ARTICLE FIVE matters, the signature of at least two partners is (Subsidiary standards)
mandatory.
(Supplies) In all omitted cases, the provisions of the commercial
Three) The managing partners may not oblige the
One) There will be no supplementary installments, code, company law and other applicable legislation in
company to make any alterations that are subject to
but the partners will be able to make the social fund the force in the Republic of Mozambique will govern.
and unrelated to its corporate purpose, nor grant any
supplies it needs, with interest and other conditions to
guarantees, guarantees or bonuses in favor of a third
be stipulated in the general meeting. It's okay.
party.
Two) Supplies are understood to be the additional
Maputo, May fifteenth, two thousand and eight.
amounts that the partners advance in case the share ARTICLE NINE
— The Notary's Assistant, Maria Cândida Samuel
capital proves to be insufficient for administration
(General meeting) Lázaro.
expenses, constituting such supplies true loans to the
company. One) The general meeting will ordinarily meet once
a year, preferably at the company's headquarters, to

Three) Any balances in the private accounts of the assess and modify the balance sheet and accounts for
the financial year and to resolve on any other matters
partners are considered as supplies only when they are MJG – Commerce and Services,
used by the company, unless the general meeting for which it has been convened and, extraordinarily limited
recognizes them as such. whenever necessary.
I certify, for the purposes of publication, that by
deed of the thirteenth of May, two thousand and eight,
Two) The general meeting will be convened by
ARTICLE SIX drawn up at the First Notary Office of
means of registered letters with acknowledgment of
(Assignment of shares) Maputo, pages five and six of the book of notes for
receipt addressed to the partners, at least thirty days in
various scriptures number two hundred and twenty a
advance, which may be reduced to fifteen days, for
One) The assignment or division of shares is free
line B in front of me Anádia Statimila
extraordinary meetings.
between the partners, one of the partners being able to
Estêvão Cossa, superior technician of the registers and
Three) The general meeting will be chaired by the
sell first to the other partner, depending on the express notary of the aforementioned notary, a limited liability
shareholders
.

prior consent of the company, when it is intended for


company was constituted, which will be governed by
Four) The meeting of the general meeting is waived,
entities outside the company.
the provisions contained in the following articles:
the formalities of calling it are waived, when all the
partners agree that in this way a decision is considered
Two) In case the company does not wish to make
valid, under these conditions taken even if held outside
use of the preemptive right enshrined in the previous FIRST ARTICLE
the headquarters, on any occasion and whatever be
paragraph, then said right will belong to any of the
Company name and headquarters
your objective.
partners and more than one wanting it in proportion to
The company adopts the name of MJG – Comércio
their shares.
Three) In the event that neither the company nor e Serviços, Limitada, has its registered office and main
ARTICLE TEN establishment in the city of Maputo, Bairro Vinte e
the other partners wish to have the aforementioned
(Accounts and results) Cinco de Junho, number thirty, Rua 9, being able, by
preemptive right, then the partner who wishes to sell
resolution of the partners, to open branches, branches,
his share may do so freely to whomever he sees fit.
One) A closed balance sheet dated December thirty-
agencies or any form of representation, as well as
first will be given annually.
offices and establishments, wherever and whenever it
ARTICLE SEVEN Two) The annual profits that the balance sheet deems convenient.
registers net of all expenses and charges will be applied
(Amortization of shares)
as follows:
The company reserves the right to
ARTICLE TWO
amortize the shares of the partners within ninety days a) The percentage indicated to constitute the
end of reserve, while it is not made or Duration
from the verification or knowledge of the following facts:
whenever it is necessary to reinstate it; Its duration is indefinite, counting its beginning from
b) For others that it is the date of this deed.
a) if any share or part of it is seized, pledged,
decided to create the amounts determined by
listed, seized, or subject to any judicial or
unanimous agreement of the partners; c)
administrative act that may oblige the ARTICLE THREE
For dividends, the shareholders
transfer to third parties or even if it is
in proportion to their shares, the remainder; corporate purpose
given in guarantee of obligations that its
holder assumes without prior authorization The purpose of the company is:
from the society; b) By agreement with Printing, typing, photocopying and the Internet.
ARTICLE ELEVEN
the respective
(Dissolution) ARTICLE FOUR

owners Capital social


A) The company is only dissolved in the cases
established by law, which will then be liquidated as the One) The subscribed capital is twenty thousand
ARTICLE EIGHT
partners decide. meticais, which corresponds to the sum of three shares
(Management) of fifty percent of the partner Alexandre
Two) The company is not dissolved by extinction,
One) The administration and management of the death or interdiction of any partner, continuing with the Pascoal Gavaza, twenty-five percent of the partner
company and its representation, in and out of court, active successors, heirs or Maria Eugénia Zibia and twenty-five percent
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MAY 20, 2008 354 – (91)

partner Alexandre Pascoal Gavaza Júnior, a minor, ARTICLE EIGHT subscribed by partners Daniel Mmadueke,
represented by partner Maria Eugénia Zibia. Profit and loss Augustine Ohaneme and Ogo chukwu Michael
Okonkwor.
One) The fiscal year corresponds to the calendar
Two) The share capital may be increased one or It's okay.
year.
more times with or without the entry of new partners.
Two) The closed balance sheet dated December Maputo, May sixteenth, two thousand and eight.—
31st will be submitted for approval by the general The Technician, Illegível.
Three) Supplementary capital contributions are not
meeting. Maputo, on the sixteenth of May, two thousand and
required, but the partners may make the supplies that
Three) Profits calculated net of all expenses and eight. — The Technician, Unreadable.
the company needs, subject to conditions to be charges after deducting the percentage for the legal
established in the meeting. reserve fund and those that are deliberated for other
funds will be distributed among the members in
ARTICLE FIVE proportion to their quotas.
Bread Industry of Pão de
assignment of shares
Açucar, Limited
One) The total or partial assignment of shares to ARTICLE NINE I certify that by deed of three of
outsiders to the company, as well as their division, October 2003, drawn up on pages ninety-four verse
Dissolution
depends on the prior consent of the company and will and following of the book of notes for miscellaneous
only take effect from the date of the registered One) The company is only dissolved in the cases deeds number A line one hundred and one of the First
established by law. Dissolving by agreement of the Notary Office of
notification, with the company being exempt from it as
to the share being assigned to it in whole or in part . partners, all will be liquidators, carrying out their Beira, the share capital of the commercial limited
liquidation as they decide. liability company, Indústria de Panificação de Pão de
Two) The company is not dissolved by extinction, Açúcar, Limitada, headquartered in Beira, the share
Two) The company has the preemptive right in the
on the contrary, it will continue with its successors, capital which was one million meticais, now amounts
event of assignment of shares.
heirs or representatives of the interdict. to five million meticais, fully paid up in goods and
Three) If there is disagreement as to the price and
money and, as a result, article four of the respective
the quota to be assigned, it will be fixed by evaluation articles of incorporation was amended, which now
of one or more experts outside the company to be ARTICLE TEN reads as follows:
appointed by consensus of the interested parties.
The legal provisions applicable and in force in the
Republic of Mozambique shall govern any omission.
ARTICLE FOUR
ARTICLE SIX The share capital, fully paid up in cash and
So they said and have granted.
assets, is five million meticais, divided into two
administration and management
It's okay. equal shares each, belonging to each of the
One) The administration and management of the Maputo, May fourteenth, two thousand and eight. partners Mahomed Daud and
company and its representation in and out of court, – The Helper, Unreadable.
actively and passively, is ensured by a management Nurmamad Abdul Sacur.
...................................................................
composed of all the partners who are already appointed
managers with waiver of collateral, not requiring the
ARTICLE SEVEN
signature of the partners to validly oblige the company
Sam Chris Global, Limited
in all its acts and contracts, the signature of one of the The administration and management of the
I certify, for the purposes of publication, that by the
partners being sufficient for this purpose. company will be carried out by the two partners,
minutes of the nineteenth of November, two thousand and
with the signature of one of them being sufficient
seven, was operated on by Sam Kris Global, to validly bind the company in all acts and
Two) If there is justifiable justification, the managers
Limited headquartered in this city registered under
contracts, in and out of court, actively and
may delegate all or part of their powers to each other,
NUEL 100035448, assignment of quota, capital passively.
or to persons close to the company, but under no
increase and partial amendment of the articles of That in everything else the social pact of the
circumstances may the managers or their
incorporation in which the partner Evaristus Iyke aforementioned deed of incorporation of the company
representatives use the firm or oblige it in acts or remains in force.
Nwankwo assigns his entire quota in the nominal
documents foreign to its operations social services, value of ten thousand meticais in favor of the partner Samuel
It's okay.
especially in letters of favour, authorizations and Oneka Ohaneme, which unified the original, now
guarantees. First Notary Office of Beira, April fifteenth, two
holding a single quota of forty thousand meticais, and
Three) Acts of mere expediency may be signed by thousand and eight. — The Notary, Silvestre Marques
the share capital was increased to seventy thousand
a manager or by any duly authorized employee. Feijão.
meticais. As a result, the wording of article four of the
articles of incorporation was changed, which now
Four) The attribution or not of fees to managers, reads as follows:
as well as their amount, are fixed by the general Print Land Mozambique
meeting. ARTICLE FOUR
limited
The share capital, fully subscribed and paid I certify, for the purposes of publication, that by
ARTICLE SEVEN up in goods and money, is seventy thousand deed of the second of May, two thousand and eight,
meticais, corresponding to the sum of four drawn up on pages sixty-four and following of the book
Oversight
unequal shares, one of which in the amount of of notes for miscellaneous deeds number seven
The supervision of business will be exercised forty thousand meticais, subscribed by the hundred and twenty line B of the First Notary
directly by the partners under the terms of the first partner Samuel Onyeka Maputo Notary, before me Isidro Ramos
paragraph of article thirty-four of the law of private Ohaneme and three other equal shares worth Moisés Batalha, graduated in Law, superior technician
limited companies. ten thousand meticais each, of the registers and notary Nl and notary
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354 – (92) SERIES III — NUMBER 20

of the aforementioned notary, a private limited b) Another share with a nominal value of ten CHAPTER III
company called Print Land was constituted. thousand meticais, corresponding to Of the governing bodies
Moçambique, Limitada, as follows: fifty percent of the share capital,
belonging to the partner Belmiro Pereira SECTION I
CHAPTER I
Vaz Júnior;
of the general meeting
Name, headquarters, duration and c) Another share with a nominal value of five
object thousand meticais, corresponding to ARTICLE NINE

FIRST ARTICLE twenty-five percent of the share capital, (General meeting)


belonging to the partner Basse Moisés
(Name) Pereira Vaz. One) The general meetings are called by the

The company adopts the name of Print land management of the company, fifteen days in
Moçambique, Limitada, it is constituted in the form ARTICLE SIX advance, by fax, telex, telegram or letter, addressed
of a limited liability company. to the partners.
(Increase in share capital)
Two) The management of the company is obliged
One) The share capital may be increased, one to call the general meeting whenever the meeting is
ARTICLE TWO or more times, by resolution of the partners, by requested with the indication of the agenda, by
(Site) votes representing seventy-five percent of the total partners who, together, hold at least ten percent of
share capital, taken at a general meeting, through the share capital, under penalty of these to be
One) The company has its headquarters in the
contributions in cash or in kind, by incorporation of summoned directly.
city of Maputo.
Two) The company may, by resolution of the reservations or in any other ways permitted by law. Three) The ordinary general meeting meets in
shareholders taken at a general meeting, transfer the first quarter of each year, to assess the balance
its headquarters to any other point in Mozambican sheet and approve accounts for the previous year,
territory, as well as create or close delegations, Two) In any capital increase, the partners enjoy as well as to deliberate on any other matters of
branches, branches or any other forms of corporate preemptive rights, in proportion to their respective interest to the company.
representation, in national territory or foreigner. shares, to be exercised under general terms.
Four) The resolutions taken in an irregularly

ARTICLE THREE convened general meeting will be valid, provided


ARTICLE SEVEN
that all partners attend the meeting.
(Duration) (Own shares)
The company is constituted for an indefinite One) The company, within the legal limits, may Five) Members may be represented at general
period, starting from the date of the deed of its meetings under legally permitted terms.
acquire and dispose of its own shares and carry out
incorporation.
all legally permitted operations on them.
Six) A member may authorize, by means of a
ARTICLE FOUR
Two) As long as they belong to the company, letter to the board of directors, a third party to act on
(Object)
own shares do not confer any social right, except to his behalf at the general meeting.
One) The main object of the company is: participate in capital increases by incorporation of Seven) The general meeting may deliberate, on
a) Consulting; reserves, if the shareholders meeting in the general first call, whenever shareholders holding the entire
b) Graphic design and printing; c) share capital are present or duly represented, and
meeting do not decide otherwise.
Agency, commercial mediation and similar on second call whenever shareholders holding at
personal services; d) least fifty percent of the share capital are present or
Commercial representation. duly represented. share capital, without prejudice to
ARTICLE EIGHT
other legally required majorities.
Two) The company may also carry out the
(Transmission and encumbrance of quotas)
import, export and marketing of goods and services
related to the main activity, as well as carry out any One) The assignment of shares between partners
other activity different from its main object, provided is free, not requiring any consent from the company
that for this purpose it obtains the necessary licenses. or the other partners, nor if ARTICLE TEN

being subject to the exercise of the preemptive right (Powers of the general meeting)
of the company or the other partners. One) Depending on the resolution of the partners,
Three) The company may also acquire, manage
Two) The assignment of shares to third parties in addition to others established by law or these
and dispose of holdings in limited liability companies,
even if their purpose is different from its own. depends on the consent of the company, by means statutes, the following resolutions: a ) Provision of
of a resolution of the partners taken at a general supplies,
meeting and is conditioned to the exercise of the
as well as the terms and conditions under
CHAPTER II preemptive right of the company, in the first place,
which they are provided; b) The
and of the other partners, in second place, under
Do capital social amortization of quotas; c)
the terms of the this clause, as well as the following
The acquisition, disposal or
ARTICLE FIVE clause. encumbrance of own shares; d) Consent for
(Capital social) Three) For the purposes of the provisions of the the encumbrance
previous number, the shareholder who intends to or disposal of shares to third parties; e) The
The share capital, fully subscribed and paid up
transfer his share, or part of it, must send the exclusion of partners; f) The
in cash, is twenty thousand meticais and corresponds
company, in writing, a request for consent, indicating appointment, remuneration
to the sum of three shares distributed as follows:
the identity of the acquirer, the price and the other and dismissal of the company's managers; g)
agreed conditions relating to to said assignment, Approval of the management
a) A share with a nominal value of five
namely, payment conditions, guarantees offered report and accounts for the year, including
thousand meticais, corresponding to
and received and the expected date for carrying out the balance sheet and income
twenty-five percent of the share capital,
the assignment. statement;
belonging to the partner Belmiro Pereira
Give up;
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MAY 20, 2008 354 – (93)

h) Application of results and distribution of company in and out of court, actively and passively, ARTICLE SIXTEEN
dividends; i) The filing as well as performing all other acts aimed at achieving (Dissolution)
and withdrawal of any actions against the the corporate purpose, and in particular:
One) The company dissolves in the cases and
partners or managers of the company;
under the terms provided for by law or by resolution
j) Amendment of the a) Propose, proceed, confess, withdraw or of the general meeting.
company's statutes; k) Increase in share compromise on any actions in which Two) The general meeting that decides on the
capital; l) The merger, split, the company is involved; b) Represent dissolution of the company will designate the
transformation, dissolution and liquidation of the company before financial and credit liquidators and determine the form of liquidation, with
the company; m) The institutions; c) Subscribe to or acquire the partners being the liquidators, unless the contrary
appointment of the company's auditors; n) shares in other companies, as well as dispose is decided in the general meeting.
Any of or encumber them; d) Lease, acquire,
provision of the company's business; dispose of and encumber any movable
or immovable property; e) Appoint the ARTICLE SEVENTEEN
o) Open and close bank accounts; p) company's representatives, as well as (Final dispositions)
define the terms and limits
Formalize contracts, typical and atypical. One) In case of death or interdiction of a partner,
Two) The resolutions of the general meeting are the company will continue with the heirs, successors
of the mandate.
taken by votes representing seventy-five percent of or representatives of the partner, who will appoint
Two) The manager is forbidden to oblige the
the total share capital. among themselves one to represent all of them in the
company in any contracts, acts, documents or
obligations that are foreign to the corporate purpose, company, while the quota remains undivided.
Three) The minutes of the general assembly namely in letters of favour, guarantees, authorizations
meetings must identify the names of the partners or and similar acts. Two) The omitted cases will be integrated
their representatives, the value of the shares according to the Commercial Code and other
ARTICLE THIRTEEN applicable legislation in force in the Republic of
belonging to each one and the resolutions that were
taken. (Ways to oblige society) Mozambique.

The company is bound in the following ways: It's okay.


SECTION II
Maputo, May 2, 2008. — The Helper, Maria Inês
from the management a) By the signature of the Executive Director; Augusto.
b) By the signature of one or more agents,
ARTICLE ELEVEN under the conditions and limits of the
(Board of management) powers of their respective mandates; c)

One) The management board of the company is


In acts of
Tica Fresh Limited
mere expediency or daily management, the
made up of the partners and/or an executive director, company is bound by the signature of I certify, for the purposes of publication, that by

without honorary powers, elected at the general any worker on whom the management deed of the twenty-third day of April, two thousand
has conferred such powers. and eight, drawn up from pages one hundred and
meeting by separate minutes.
twelve to the following pages of the book of notes of
Two) The members of the management board will
separate deeds number fourteen of the first Registry Office
be elected for a period of three years, re-election CHAPTER IV
Notarial da Beira, in charge of the senior technician
being permitted.
Final provisions of registers and notary N2, Silvestre Marques
Three) Managers are exempt from providing
Feijão, a limited liability company deed was signed
collateral and may or may not be partners in the ARTICLE FOURTEEN between
company.
(Balance sheet and account approvals) Luís Manuel de Seixas Fernandes; Rui Manuel
Four) The board of directors represents the
Amorim Janeiro and Lígia Maria Bastos Silva
company in all acts and contracts and enjoys all the The management report and accounts for the
Ventura Janeiro, which will be governed by the
year, including the balance sheet and income
powers necessary for defining the company's following articles and clauses:
statement will be closed with reference to thirty
business policies, managing the company's interests
and one of December of each year and will be
and guiding and executing the company's business, CHAPTER I
submitted for approval by the general meeting, during
with the exception of those reserved by law to other
the first quarter of each following year. Name, headquarters, duration and object
governing bodies.

Five) Within the scope of its attributions, the board ARTICLE FIFTEEN FIRST ARTICLE
of directors will have special powers to oblige the (Application of results) The company Tica Fresh, Limitada is a limited
company in any acts that fall within its corporate liability company, which is governed by the legal
The following will be deducted from the net profits
purpose, to propose, continue, confess, withdraw or provisions in force.
calculated:
compromise in any actions in which the company is
involved. a) Five percent to integrate the constitution of
ARTICLE TWO
special reserve funds of the company
by resolution taken at the general The company Tica Fresh, Limitada has its
meeting; b) The remainder of the profits headquarters in the city of Beira, and may, by
ARTICLE TWELVE resolution of the general meeting, open or close any
will
(Management Skills) be distributed among the partners, in branches, branches, agencies, delegations or any
accordance with the resolution of the other form of social representation in the country and
The executive director has the broadest abroad, whenever the circumstances justify it.
general meeting.
management powers, to represent the
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354 – (94) SERIES III — NUMBER 20

ARTICLE THREE ARTICLE SEVEN ARTICLE THIRTEEN

Its duration is for an indefinite period, counting Supplementary Payments The general meeting will meet at the company's
for the purposes of its beginning from the date of Supplementary payments may be required headquarters, and may take place elsewhere, and
this document. provided that all partners are in agreement. even in another region, when circumstances so
advise and that this does not harm the rights and
ARTICLE FOUR legitimate interests of the partners.
ARTICLE EIGHT
The company aims to:
ARTICLE FOURTEEN
The assignment and division of shares, as well
a) Purchase, sale and processing of all types The administration and management of the
as their encumbrance in guarantee of any obligations
of vegetables, fruits and related of the partners, depend on the consent of the company and its representation, in and out of court,
products;
company, being void any nature that contradicts the actively and passively, will be exercised by the
b)Production, purchase, sale and processing shareholder to be appointed by the general meeting,
provisions of this article.
of charcoal; c) Compaction who is now appointed co-manager with waiver and
and transformation of charcoal into briquettes; guarantee and, with or without remuneration
d) Marketing, import and export ARTICLE NINE
according to to be resolved at the general meeting.
of all materials and equipment necessary
The assignment of shares to outsiders depends
for carrying out the main activity; e) ARTICLE FIFTEEN
on the consent of the company, which reserves the
Technical and progressive training of
preemptive right in the acquisition of the share to be The company is obliged:
the company's staff and workers; f)
assigned. If the company does not exercise this
Road, rail, sea or air transport of goods a) By the signature of at least one co-
right, preference will be given to the individual
manager plus the stamp used by the
partners in the acquisition, if one more wishes to do
Company.
so, it will be divided in proportion to the capital they
b) By the signature of the representative to
then hold in the company.
business related to the activity whom the necessary powers have
been conferred under the terms of the
main; g)
The acquisition price of the share by the
Commercial and industrial representations; present statutes and the law in force.
company or the partners will be the one resulting
h) Other c) Co-managers Rui Manuel Amorim Janeiro
proportionally from the balance sheet plus profits in and Luiz Manuel de
activities provided that they are duly the last three years.
authorized initially Seixas Fernandes.

firstly by the general assembly and ARTICLE TEN


ARTICLE SIXTEEN
subsequently by the competent state
In the event of extinction of the company or
bodies. However, the manager, within the limits of his
death of one of the partners, and when there are
competence, may appoint representatives outside
CHAPTER II several respective successors, these will designate
the company whenever the acts to be carried out
among themselves one who will represent them all
Do capital social require technical or professional qualifications of
before the company, while the division of the
any kind.
respective quota is not authorized or if the
ARTICLE FIVE
authorization is denied. ARTICLE SEVENTEEN
The share capital, fully paid up in cash and
goods, is one hundred thousand meticais, as CHAPTER III The manager will be waived from the guarantee,
distributed: being able to delegate all or part of his powers to
General meeting, management and
agents of his choice, even outside the company, if
a) A share of sixty thousand meticais, representation of the company
this is permitted by resolution of the general meeting
belonging to the partner Rui Manuel or express consent of all partners.
SECTION I
Amorim Janeiro, representing sixty
percent of the capital; b) A share of the general meeting
of twenty-five thousand meticais, belonging CHAPTER IV
ARTICLE ELEVEN
to the partner Lígia Maria Bastos Silva
Ventura Janeiro, representing you and The general meeting will ordinarily meet once a General provisions

five percent of the capital; c) A share year, to approve or modify the balance sheet and ARTICLE EIGHTEEN
of fifteen thousand accounts for the year and to deliberate on any other
matters for which it has been convened and, A closed balance sheet will be given annually
meticais, belonging to the partner Luiz
with the date of the thirty-first of December. You
Manuel de Seixas Fernandes, extraordinarily, whenever necessary, with the
partners being able to be represented by net profits on each balance sheet, (deducted at
representing fifteen percent of the
representatives of the choice, by registered letter least five percent for the reserve fund and five
capital.
addressed to the company. percent for new investments decided by the
ARTICLE SIX shareholders in a general meeting), will then be
divided by the shareholders in proportion to their
One) The share capital may be increased to any
ARTICLE TWELVE quotas.
amount by decision of the general meeting. The
increase will primarily have to be carried out by the The general meeting will be convened by the
ARTICLE NINETEEN
partners through a proportional increase in their manager, or, when the management is collegial, by
shares. the respective chairman by means of a registered The company is not dissolved due to extinction,
Two) If they do not use the preemptive right letter with acknowledgment of receipt addressed to death or interdiction of any partner, continuing with
established in the previous number, the capital the partners, at least fifteen days in advance, which the successors, heirs or representatives of the
increase will be carried out through the admission may be reduced to eight days for meetings extinct deceased or interdicted, who will exercise in
of new partners. extraordinary. common the respective
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MAY 20, 2008 354 – (95)

rights, while the quota remains undivided in c) A share of ten percent, belonging to the Registry of Legal Entities
compliance with the provisions of article nine of these
statutes.
partner, Lanzhen Feng; d) A share of of
ten percent, belonging to Maputo
ARTICLE TWENTY hundred to partner Fangfen Liu.
Certificate of Registration - Definitive
The company is only dissolved in cases
ARTICLE SIX Make sure you have registered with the
established by law. Dissolving by agreement of the
partners, all of them will be liquidators, having to One) The division and assignment, total or partial, Registry of Legal Entities:
proceed with their liquidation as they then deliberate. Legal entity name: China Shandong
of shares to partners or third parties depend on the
prior authorization of the general meeting. International Corporation
ARTICLE TWENTY-ONE
Address: Mozambique, Maputo City
Two) The partners enjoy the right of preference
In all cases, the applicable legal provisions and Urban District 4
the resolutions taken by the partners will govern. in the acquisition of their quotas or part of them.
Bairro Laulane, Avenida Cardeal Alexandre dos
Santos, n.° 770 Type
It's okay. ARTICLE SEVEN of Legal Entity: Branch or representative of a
First Notary Office of Beira, April 28, 2008. — foreign legal entity Date of Incorporation: 3/13/2007
One) The management of the company and its
The Notary, Unreadable. Unique legal entity number:
representation in and out of court belong to the
partner, Yunhua Dong, who is hereby appointed 100015951 Date of registration at the Legal

manager, with waiver of collateral. Entities Registry : 5/21/2007 Registration at the

Two) To oblige society is enough to Legal Entities Conservatory

signature of both managing partners. was based on the application with entry number

DL International Limited Three) The manager or managers are forbidden 20070000004474.

I certify, for the purposes of publication, that by to assume commitments with third parties and oblige
deed of the sixteenth of April, two thousand and the company in acts outside its corporate purpose, Any discrepancies must be
immediately communicated to the Conservatory.
seven, drawn up on pages ninety nine verse and this being the sole responsibility of the general
following pages of the book of notes for separate meeting. Dispatch date: 5/21/2007
deeds number thirteen of the First Registry Office
The Conservative, Illegible.
Notarial da Beira, in charge of the senior technician ARTICLE EIGHT
of registers and notary N2, Silvestre Marques
Feijão, a limited liability company deed was signed, One) The fiscal year coincides with the calendar
year.
between Yana Comercial, Limited
Yunhua Dong Fangfen Lin Lanzhen Fengge Fong Two) The balance sheet and accounts will be
Lin which will be governed by the following articles: closed with reference to the thirty-first of December I certify, for the purposes of publication, that by
public deed of April seventeenth, two thousand and
each year and will be submitted to the appreciation
FIRST ARTICLE
of each general meeting, with the opinion of the eight, drawn up from pages one hundred and four to

The company adopts the designation of DL auditors or accountants. pages one hundred and five of the book of notes for
International, Limited. miscellaneous deeds number three line A of
ARTICLE NINE Notary Office of Tete, before Brigitte Nélia
ARTICLE TWO Mesquita, with a degree in Legal Sciences, senior
The company's profits will be applied as follows:
The company has its headquarters in the city of technician in N1 notary and notary, and working
Beira, and may also, by decision of the general notary at the aforementioned notary, a limited liability
meeting, create branches, delegations, agencies and a) Five percent for the legal reserve fund, up company called Yana
any other forms of social representation, in any part to sixty percent of the share capital; b)
of the country, when duly authorized for this purpose.
The rest will be Commercial, Limited, headquartered at Avenida 25
distributed among the partners in proportion de Junho, city of Tete, between, Shahnawaz
ARTICLE THREE to their quotas. Iqbal Kherani and Amir Samsudin Somani, which will
The company is constituted for an indefinite be governed by the clauses contained in the following
ARTICLE TEN
period, counting its beginning for all legal purposes, articles:
from the date of its incorporation. One) The company is not dissolved due to the
death, insolvency or disqualification of any of the CHAPTER I
ARTICLE FOUR partners.
Name, headquarters, duration
One) The purpose of the company is general Two) The company is only dissolved under the
and purpose
trade with import and export. terms of the law, or by decision of the partners
Two) By resolution of the general meeting, the FIRST ARTICLE
representing at least fifty percent of the share capital.
company may exercise any other branch of
Three) In cases of interdiction or disqualification,
commerce, industry and services for which it obtains The company adopts the name of Yana Comercial,
the necessary authorizations. the respective quota will be administered by its legally
Limitada, abbreviated YCL, headquartered in the city
constituted representative.
of Tete, Avenida 25 de Junho and by resolution of
ARTICLE FIVE
ARTICLE ELEVEN the shareholders in the general meeting, it may open
The share capital, fully subscribed and paid up in
any form of representation in the country or abroad.
cash, is forty thousand meticais, corresponding to In all respects and shall govern by the provisions
the sum of four unequal shares distributed as follows: of the law applicable in the Republic of Mozambique.

It's okay. ARTICLE TWO


a) A share of seventy percent belonging to
First Notary Office of Beira, April 30, 2008. — Its duration is indefinite, counting its beginning of
the partner, Yunhua Dong, b) A share
of ten percent belonging to the partner Fangjun The Notary, Unreadable. activities from the date of this deed.
Liu;
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354 – (96) SERIES III — NUMBER 20

ARTICLE THREE Second paragraph. The company may amortize First paragraph. The ordinary general meeting
the share of any partner in the following cases: will meet twice a year upon call by the manager or at
The purpose of the company is to carry out
the request of the partners.
general trade and retail and wholesale activities, and
may, in the future, carry out agency services and a) By agreement with its holder; b) Second paragraph. The extraordinary general
other activities that the company may decide to carry Due to the death, interdiction or disqualification meeting will meet whenever necessary, upon call by
out in a meeting. of the holder; c) If the share any of the partners.
is pledged, arrested or in any way subject to
judicial seizure; d) If the holder ceases
CHAPTER IV
ARTICLE FOUR to carry out his
activity in the company, abandons it, leaves General provisions
The company fully adopts the
for an uncertain part of the year for ARTICLE TEN
profitable activity.
more than twelve months without the
First paragraph. The activities described in article A closed balance sheet will be issued annually,
agreement of the other partners and
three will be considered operationally effective from dated December 31st, where the origin of costs and
commits
the moment the respective permits are granted by losses will be scrutinized, and the partners may
irregularities resulting in damage to the
the competent State bodies, guided by the terms of decide to create reserves that the company lacks.
good name, credit or interest of the
the laws and regulations in force in the Republic of company.
Mozambique. Second paragraph. Delegates of all ARTICLE ELEVEN
types of representation will be ARTICLE SEVEN
Due to the death or interdiction of any partner, the
appointed by the general meeting, including the company will not be dissolved, but will continue with
The assignment of shares to non-members as
setting of their salaries based on the proposal of the well as the division depend on the prior consent of the heirs of the deceased or representative of the
general manager. the general meeting and will only take effect from the interdict, who will take his place in the company,
date of granting of the respective deed and its choosing one among them to represent them in the
company while the share remains undivided. However,
notification, which may be made by registered letter,
CHAPTER II if the heirs of the deceased or representatives of the
with acknowledgment of receipt, being The company
interdict do not wish to remain in the company and
Do capital social is exempt from it when the share is awarded, in whole
notify the company, within ninety days from seven
or in part.
ARTICLE FIVE days after the date of death or the sentence of the
Sole Paragraph – The company always and first interdict, the respective share will be amortized.
The share capital, fully paid up in cash, is twenty of all enjoys the preemptive right in the assignment
thousand meticais and corresponds to the sum of two of shares. If the latter does not wish to exercise it, it
shares distributed as follows: one of ten thousand will be up to the non-assigning partner to exercise First paragraph. Dissolving by agreement of the
meticais, belonging to partner Shahnawaz Iqbal that right in proportion to the shares they already own. partners, all of them will be liquidators.
Kherani and one of ten thousand meticais, belonging Second paragraph. Due to the death or incapacity
CHAPTER III of any of the partners, the company will continue its
to partner Amir Samsudin Somani.
activity with the appointed managers or attorneys-in-
Of the general meeting and representatives of
fact until the necessary legal requirements for
First paragraph. The share capital may the company
updating the articles of incorporation are processed.
be modified by social deliberation.
ARTICLE EIGHT
Second paragraph. Once any increase has been
ARTICLE TWELVE
deliberated, it will be apportioned by the shareholders The administration and management of the
in proportion to their shares, with the general meeting company and its representation, in and out of court, In everything that is omitted, the provisions of
being responsible for deciding how and within what actively and passively, will be carried out by the two April 11, 1911 and other laws applicable in the
period of time its payment should be made, when the partners, who are already appointed members of the Republic of Mozambique shall govern.
respective capital increase is not immediate, and fully board of directors; with Shahnawaz Iqbal Kherani as
chairman and Samsudin Somani vice chairman. It's okay.
carried out, obliging itself from now on the partners
to guarantee at least the immediate delivery of fifty Tete Registry and Notary Office, April 17, 2008.
First paragraph. The company is bound by the
percent of the value of the update. — The Helper, Unreadable
signature of two partners.
Third paragraph. Instead of the apportionment
Second paragraph. It is prohibited for the partners,
established in the previous paragraph, the the manager, their attorneys and delegates to oblige
shareholders may deliberate in the general meeting the company in acts and contracts that are foreign to Matambo Investimentos
to constitute new shares up to the limit of the capital the corporate objectives, such as in letters of value, limited
increase, with the current shareholders enjoying the guarantees, guarantees and other purposes, under
I certify, for the purposes of publication, that on
preemptive right in their sale. penalty of making him indemnify for twice the
the fifteenth of May of two thousand and eight, a legal
responsibility assumed, even if such obligations are
entity called Matambo Investimentos, Limitada was
ARTICLE SIX
not enforceable, the company will, in any case, registered at the Registry of Legal Entities under
consider them null and void. NUEL n.º 100053764.
Supplementary capital contributions will not be
required, but the partners may make the company
ARTICLE NINE articles of incorporation
the supplies it needs, which may earn interest if their
application is different from the corporate purpose. General provisions
Pursuant to article ninety of the Code
Commercial this partnership agreement is constituted
The ordinary and extraordinary general meeting
First paragraph. The interest rate and amortization between:
will meet with the presence of two thirds of the share
conditions of the loans will be fixed by corporate Filomena Domingos Grive Jasse Sengo, married to
capital represented by the partners or their duly
resolution and in case confirmed representatives. Pires Daniel Manuel Sengo under general
concrete. community property regime, born in Tete,
Machine Translated by Google

MAY 20, 2008 354 – (97)

of Mozambican nationality and residing in this city, ARTICLE SIX Across Mozambique, Limited
bearer of Identity Card No. 110452848V, of March Division and assignment of shares I certify, for the purposes of publication, that by
18, 2008, issued by the Civil Identification
One) Without prejudice to the legal provisions in resolution of the tenth of March, two thousand and
Directorate of Maputo. eight, of the company Across Mozambique, Limitada,
force, the cessation or disposal of all parts of the
registered under NUEL 100032171, the partners
shares must be by consensus of the partners, who
Inês Pedro Mutsambe, single, of age, born in Zavala, deliberated the assignment of the quota in the amount
enjoy the preemptive right.
of Mozambican nationality and resident in this city, of nine thousand meticais that the partner António
Two) If neither the company nor the partners show
bearer of Identity Card No. 110278152Y, of José Anão Lopes owned in the share capital of the
interest in the transferor's share, the latter will decide
December 10, 2007, issued by the Civil referred company and that Miguel José Besteiro Beira.
to sell it to whomever and at the prices that best suits
Identification Directorate of Maputo. The present
him, the new partner enjoying the rights corresponding
articles of association are signed and shall be As a result of this assignment, article four of the
to his participation in the company.
articles of association is amended, which now reads
governed by the following terms and articles:
as follows:
ARTICLE SEVEN
ARTICLE FOUR
Management
FIRST ARTICLE (Capital social)
One) The administration, management of the
Name and headquarters company and its representation in and out of court, One) The share capital, subscribed and
fully paid up in cash, is thirty-six thousand
actively and passively, will be exercised by the partner
The company adopts the name of Matambo meticais and corresponds to the sum of two
Filomena Domingos Grive Jasse Sengo, who is
Investimentos, Limitada and has its headquarters in shares distributed as follows:
appointed administrator with full powers with waiver
this city of Maputo, being able, by resolution of the
of bond. a) A share with a nominal value of nine
general meeting, to open or close branches inside
Two) The director has full powers to appoint thousand meticais, corresponding
and outside the country when convenient.
representatives to the company, granting the to twenty-five percent of the share
necessary powers of representation. capital belonging to the partner
Víctor Manuel
ARTICLE TWO
Almeida Caeiro;
Duration ARTICLE EIGHT b) A share with a nominal value of twenty-
Its duration will be for an indefinite period, starting General meeting seven thousand meticais,

from the date of the celebration of the deed of its corresponding to seventy-five
One) The general meeting ordinarily meets once
percent of the share capital
constitution. a year to assess and approve the balance sheet and
belonging to the partner Miguel
accounts for the year ended and the distribution of
ARTICLE THREE José Besteiro Beira.
profits and losses.
Object Maputo, March tenth, two thousand and eight.
Two) The general meeting may meet extraordinarily
— The Technician, Unreadable.
as many times as necessary as long as circumstances
One) The purpose of the company is:
so require to deliberate on any matter concerning the
a) Provision of services; b) company. Ivete Bolos Society
Consultancy; c)
Import and export; d) Investments.
sole proprietorship, limited
ARTICLE NINE I certify, for the purposes of publication, that on
Two) The company may acquire financial holdings the fourteenth of May of two thousand and eight, a
Dissolution
in companies to be incorporated or already constituted, legal entity called Ivete Bolos Sociedade Unipessoal,
even if their corporate purpose is different from that of The company is only dissolved under the terms Limitada was registered under NUEL 100053314.
the company. established by law or by common agreement of the This sole proprietorship agreement is signed, pursuant
Three) The company may carry out any other partners when they so wish. to the Commercial Code: Ivete dos
activities as long as it is duly authorized to do so Santos de Sousa Mamade, single, born in the city
under the terms of the legislation in force. ARTICLE TEN
of Maputo, residing in Maputo, Bairro do Alto Maé,
heirs city of Maputo, bearer of Identity Card n.
110563474J, issued on the nineteenth of June, two
ARTICLE FOUR In case of death, interdiction or disqualification of
thousand and six, in Maputo.
one of the partners of the company, his heirs
Capital social
automatically assume their place in the company with
The share capital, fully subscribed and paid up in waiver of collateral, and they may appoint their
goods and money, is twenty thousand meticais, representative if they so wish, provided they obey the
Through this partnership agreement, it grants and
corresponding to the sum of two equal shares in the provisions of the law.
constitutes a single-member limited liability company,
amount of ten thousand meticais, equivalent to one
which will be governed by the following clauses:
hundred percent of the share capital, subscribed by ARTICLE ELEVEN

the partners Filomena Domingos Grive Jasse Sengo missing cases


and Inês Pedro Mutsambe. CHAPTER I
The omitted cases will be regulated by the
Commercial Code and other legislation in force in the (Of name and duration)
ARTICLE FIVE
Republic of Mozambique.
capital increase FIRST ARTICLE
It's okay.
The share capital may be increased or decreased One) Ivete Bolos Sociedade Unipessoal,
as many times as necessary provided that the general Maputo, May sixteenth, two thousand and eight. Limited hereinafter referred to as a company, it is a
meeting decides on the matter. — The Helper, Unreadable. sole proprietorship company, of
Machine Translated by Google

354 – (98) SERIES III — NUMBER 20

limited liability, which is governed by these statutes corresponds to a share of equal nominal value, extraordinarily, when summoned by management,
and by the legal precepts in force in the Republic of belonging to the partner Ivete dos Santos de Sousa whenever necessary, to resolve on any other matters
Mozambique. Mamade. for which it has been summoned.
Two) The company is constituted for an indefinite ARTICLE SIX
period.
(Supplementary benefits and ARTICLE NINE
supplies)
ARTICLE TWO (Management)
Supplementary capital payments will not be
(Site) One) The management will be entrusted to Ivete
required, but the partner may grant the company the
One) The company has its head office in Maputo, supplies it needs, under the terms and conditions set. dos Santos de Sousa Mamade, who is hereby

being able to open branches, delegations, agencies or appointed manager.

any other form of social representation where and Two) The company will be bound by the signature
ARTICLE SEVEN of a manager or attorney-in-fact specially constituted
when management deems it convenient.
Two) Can the management transfer the headquarters to (Amortization of quotas) by the management, under the specific terms and
limits of the respective mandate.
any other place in the national territory. One) The company may amortize the share of the
partner in the following cases:
ARTICLE THREE
a) By agreement with its holder; b) ARTICLE TEN
(Object) Due to the death, interdiction, disqualification (Balance sheet and accounts)
or insolvency of its holder, if it is a natural
The company's main object is the provision of
One) The social year coincides with the calendar year.
person, or due to dissolution or
services in the areas of agency, decoration and events,
Two) The balance sheet and annual accounts will
bankruptcy of the holder, if it is a legal
marketing, procurement, advice, consultancy and be closed with reference to the thirty-first of December
person; c)
technical assistance and other personal and related of each year, and require the approval of the general
If, in case of judicial or extrajudicial sharing of
services, mediation and commercial intermediation. meeting, which must meet for this purpose by March
the quota, it is not awarded to the
respective partner; d) If the share is 31 of the following year.

subject
ARTICLE FOUR ARTICLE ELEVEN
to attachment or attachment, or if the
(Participation in other shareholder in any other way is no longer (Application of results)
ventures) able to freely dispose of the share. The percentage legally established for the
By resolution of the respective partner, the constitution of the legal reserve fund will first be
company may participate, directly or indirectly, in Two) The amortization price will be determined deducted from the profits earned in each financial
projects that in some way contribute to the fulfillment based on the last approved balance sheet, plus the year, while it is not paid up in accordance with the law
of its corporate purpose, as well as accept concessions, proportional part of the reserves that are not intended or whenever it is necessary to reintegrate it.
acquire and manage shares in the capital of any to cover losses, reduced or increased by the
companies, regardless of the respective corporate proportional part of the decrease or increase in the
object, or even participate in companies, business book value subsequent to the said balance sheet. The ARTICLE TWELVE

associations, groupings of companies or other forms price thus approved will be paid under the terms and (Dissolution and liquidation)
of association. conditions approved at the general meeting.
One) The company is dissolved in the cases and
under the terms established by law and by these
CHAPTER III statutes.
CHAPTER II Two) In the event of dissolution by sentence,
(From the general meeting)
liquidation will take place, and the liquidators, appointed
(Do capital social) by the general meeting, will have the broadest powers
ARTICLE EIGHT
ARTICLE FIVE for this purpose.
The general meeting will meet, ordinarily, at the
The share capital, fully subscribed and paid up in company's headquarters, to assess the balance sheet Maputo, May sixteenth, two thousand and eight.
cash, twenty thousand meticais, and and annual accounts and, — The Technician, Unreadable.

Price –– 12.00 MT

MOZAMBIQUE NATIONAL PRESS

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