China Medical & HealthCare : Memorandum of Association and New Bye-Laws (in PDF)

Memorandum of Association and New Bye-Laws

Incorporated on 11th December, 1989

(Including all amendments up to 18th February, 2016)

"This is a consolidated version not formally adopted by shareholders at a general meeting. The English version shall prevail in case of any discrepancies or inconsistencies between this English version and its Chinese translation."

FORM NO. 2 BERMUDA THE COMPANIES ACT 1981 MEMORANDUM OF ASSOCIATION OF COMPANY LIMITED BY SHARES (Section 7(1) and (2)) MEMORANDUM OF ASSOCIATION OF CHINA MEDICAL & HEALTHCARE GROUP LIMITED

(hereinafter referred to as "the Company")

1. The liability of the members of the Company is limited to the amount (if any) for the time being unpaid on the shares respectively held by them.

2. We, the undersigned, namely,

   NAME ADDRESS	BERMUDIAN STATUS (Yes/No)	NATIONALITY	NUMBER OF SHARES SUBSCRIBED
   M. Tonesan Furbert Cedar House 41 Cedar Avenue Hamilton HM 12 Bermuda	No	Ghanain	1
   Ruby L. Rawlins Cedar House 41 Cedar Avenue Hamilton HM 12 Bermuda	Yes	British	1

   Marcia DeCouto Cedar House 41 Cedar Avenue Hamilton HM 12 Bermuda	Yes	British	1
   Vernelle Flood Cedar House 41 Cedar Avenue Hamilton HM 12 Bermuda	Yes	British	1

   do hereby respectively agree to take such number of shares of the Company as may be allotted to us respectively by the provisional directors of the Company, not exceeding the number of shares for which we have respectively subscribed, and to satisfy such calls as may be made by the directors, provisional directors or promoters of the Company in respect of the shares allotted to us respectively.

3. The Company is to be an exempted company as defined by the Companies Act 1981.

4. The Company has power to hold land situated in Bermuda not exceeding in all, including the following parcels -

   Not Applicable

5. The Company does not propose to carry on business in Bermuda.

6. The authorised share capital of the Company is HK$300,000,000.00 divided into shares of HK$0.0005 each. The minimum subscribed share capital of the Company is $100,000.00 in Hong Kong currency.

7. The objects for which the Company is formed and incorporated are -

8. To carry on the business of a holding company in all its branches and to co-ordinate the policy and administration of any subsidiary company or companies or of any group of companies of which the Company or any subsidiary company is a member or which are in any manner controlled by the Company;

9. To enter into any guarantee, contract of indemnity or suretyship and to assure, support or secure with or without consideration or benefit the performance of any obligations of any person or persons and to guarantee the fidelity of individuals filling or about to fill situations of trust or confidence;

   Provided that this shall not be construed as authorising the Company to carry on the business of banking as defined in The Banks Act, 1969 or the business of wholesale banking or financial guarantee business or the business of promissory note operations;

10. As set forth in paragraphs (b) to (n) and (p) to (t) inclusive of the Second Schedule of The Companies Act 1981.

11. The Company has the powers set out in the First Schedule to the Companies Act 1981 (excluding the power set out in paragraph 1 thereof) and the additional powers set out in the Schedule annexed hereto.

Signed by each subscriber in the presence of at least one witness attesting the signature thereof -

(Sd.) M. Tonesan Furbert (Sd.) Maria Place

(Sd.) Ruby L. Rawlins (Sd.) Maria Place

(Sd.) Marcia DeCouto (Sd.) Maria Place

(Sd.) Vernelle Flood (Sd.) Maria Place (Subscribers) (Witnesses)

SUBSCRIBED this 30th day of November, 1989 STAMP DUTY (To be affixed)