This is a consolidated version of Memorandum and Articles of Association formally
adopted by shareholders at a general meeting. The Chinese version is for reference
only, the English version prevails.(as adopted by Special Resolution passed on 15th September 2000 and 27th August 2012
and
amended by Special Resolutions passed on 30th August 2004, 29th August 2005
and 25th August 2006)

THE COMPANIES LAW (2011 REVISION)
OF THE CAYMAN ISLANDS
COMPANY LIMITED BY SHARES
AMENDED AND RESTATED
MEMORANDUM AND ARTICLES
OF ASSOCIATION
OF
UPBEST GROUP LIMITED
(adopted by special resolution passed on 27th August 2012)

THE COMPANIES LAW (2011 REVISION)
OF THE CAYMAN ISLANDS
COMPANY LIMITED BY SHARES

AMENDED AND RESTATED
MEMORANDUM OF ASSOCIATION
OF
UPBEST GROUP LIMITED
(adopted by special resolution passed on 27th August 2012)

1. The name of the Company is Upbest Group Limited.
2. The Registered Office of the Company shall be at the offices of Maples Corporate
Services Limited, P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands, or at such
other place in the Cayman Islands as the Board may from time to time decide.
3. The objects for which the Company is established are unrestricted and shall include, but
without limitation, the following:
(i) To carry on business as an investment company and as an investment holding company
and to acquire and hold shares, stocks, debenture stock, bonds, mortgages, obligations and securities
of any kind issued or guaranteed by any company, corporation or undertaking of whatever nature and
wherever constituted or carrying on business, and shares, stock, debenture stock, bonds, obligations
and other securities issued or guaranteed by any government, sovereign ruler, commissioners, trust,
local authority or other public body, and to vary, transpose, dispose of or otherwise deal with from time
to time as may be considered expedient any of the Company's investments for the time being;
(ii) To subscribe for, conditionally or unconditionally, to underwrite, issue on commission or
otherwise, take, hold, deal in and convert stocks, shares and securities of all kinds and to enter into
partnership or into any arrangement for sharing profits, reciprocal concessions or cooperation with any
person or company and to promote and aid in promoting, to constitute, form or organise any company,
joint venture, syndicate or partnership of any kind, for the purpose of acquiring and undertaking any
property and liabilities of the Company or of advancing, directly or indirectly, the objects of the Company
or for any other purpose which the Company may think expedient.
(iii) To exercise and enforce all rights and powers conferred by or incidental to the ownership
of any shares, stock, obligations or other securities including without prejudice to the generality of the
foregoing all such powers of veto or control as may be conferred by virtue of the holding by the
Company of some special proportion of the issued or nominal amount thereof, to provide managerial
and other executive, supervisory and consultant services for or in relation to any company in which the
Company is interested upon such terms as may be thought fit.

 

  • (iv) To stand surety for or to guarantee, indemnify, support or secure the performance of all
    or any of the obligations of any person, firm or company whether or not related or affiliated to the
    Company in any manner and whether by personal covenant or by mortgage, charge or lien upon the
    whole or any part of the undertaking, property and assets of the Company, both present and future,
    including its uncalled capital or by any such method and whether or not the Company shall receive
    valuable consideration therefor.
  • (v) (a) To carry on the business of promoters and entrepreneurs and to carry on business as
    financiers, capitalists, concessionaires, merchants, brokers, traders, dealers, agents, importers and
    exporters and to undertake and carry on and execute all kinds of investment, financial, commercial,
    mercantile, trading and other operations.
  • (b) To carry on whether as principals, agents or otherwise howsoever the business of
    realtors, developers, consultants, estate agents or managers, builders, contractors, engineers,
    manufacturers, dealers in or vendors of all types of property including the provision of any services.
  • (vi) To purchase or otherwise acquire, to sell, exchange, surrender, lease, mortgage, charge,
    convert, turn to account, dispose of and deal with real and personal property and rights of all kinds and,
    in particular, mortgages, debentures, produce, concessions, options, contracts, patents, annuities,
    licences, stocks, shares, bonds, policies, book debts, business concerns, undertakings, claims,
    privileges and choses in action of all kinds.
  • (vii) To engage in or carry on any other lawful trade, business or enterprise which may at any
    time appear to the Directors of the Company capable of being conveniently carried on in conjunction
    with any of the aforementioned businesses or activities or which may appear to the Directors of the
    Company likely to be profitable to the Company.
    In the interpretation of this Memorandum of Association in general and of this Clause 3 in particular no
    object, business or power specified or mentioned shall be limited or restricted by reference to or
    inference from any other object, business or power, or the name of the Company, or by the juxtaposition
    of two or more objects, businesses or powers and that, in the event of any ambiguity in this Clause or
    elsewhere in this Memorandum of Association, the same shall be resolved by such interpretation and
    construction as will widen and enlarge and not restrict the objects, businesses and powers of and
    exercisable by the Company.
  • 4. Except as prohibited or limited by the Companies Law (2011 Revision), the Company
    shall have full power and authority to carry out any object not prohibited by any law as provided by
    Section 7(4) of the Companies Law (2011 Revision) and shall have and be capable of from time to time
    and at all times exercising any and all of the powers at any time or from time to time exercisable by a
    natural person or body corporate, irrespective of any question of corporate benefit, in doing in any part
    of the world whether as principal, agent, contractor or otherwise whatever may be considered by it
    necessary for the attainment of its objects and whatever else may be considered by it as incidental or
    conducive thereto or consequential thereon, including, but without in any way restricting the generality
    of the foregoing, the power to make any alterations or amendments to this Memorandum of Association
    and the Articles of Association of the Company considered necessary or convenient in the manner set
    out in the Articles of Association of the Company, and the power to do any of the following acts or things,
    viz: to pay all expenses of and incidental to the promotion, formation and incorporation of the Company;
    to register the Company to do business in any other jurisdiction; to sell, lease or dispose of any property
    of the Company; to draw, make, accept, endorse, discount, execute and issue promissory notes,
    debentures, debenture stock, loans, loan stock, loan notes, bonds, convertible bonds, bills of exchange,
    bills of lading, warrants and other negotiable or transferable instruments; to lend money or other assets
    and to act as guarantors; to borrow or raise money on the security of the undertaking or on all or any of
    the assets of the Company including uncalled capital or without security; to invest monies of the
    Company in such manner as the Directors determine; to promote other companies; to sell the
    undertaking of the Company for cash or any other consideration; to distribute assets in specie to
    members of the Company; to contract with persons for the provision of advice, the management and
    custody of the Company's assets, the listing of the Company's shares and its administration; to make
    charitable or benevolent donations; to pay pensions or gratuities or provide other benefits in cash or kind 3
    to Directors, officers, employees, past or present and their families; to purchase Directors and officers
    liability insurance; to carry on any trade or business and generally to do all acts and things which, in the
    opinion of the Company or the Directors, may be conveniently or profitably or usefully acquired and dealt
    with, carried on, executed or done by the Company in connection with the business aforesaid
    PROVIDED THAT the Company shall only carry on the businesses for which a licence is required under
    the laws of the Cayman Islands when so licensed under the terms of such laws.
  • 5. The liability of each member is limited to the amount from time to time unpaid on such
    member's shares.
  • 6. The share capital of the Company is HK$30,000,000 divided into 3,000,000,000 shares
    of a nominal or par value of HK$0.01 each with power for the Company insofar as is permitted by law,
    to redeem or purchase any of its shares and to increase or reduce the said capital subject to the
    provisions of the Companies Law (2011 Revision) and the Articles of Association and to issue any part
    of its capital, whether original, redeemed or increased with or without any preference, priority or special
    privilege or subject to any postponement of rights or to any conditions or restrictions and so that unless
    the conditions of issue shall otherwise expressly declare every issue of shares whether declared to be
    preference or otherwise shall be subject to the powers hereinbefore contained.
  • 7. If the Company is registered as exempted, its operations will be carried on subject to the
    provisions of Section 174 of the Companies Law (2011 Revision) and, subject to the provisions of the
    Companies Law (2011 Revision) and the Articles of Association, it shall have the power to register by
    way of continuation as a body corporate limited by shares under the laws of any jurisdiction outside the
    Cayman Islands and to be deregistered in the Cayman Islands.