ac98a94c-9025-491a-b0d6-b59e8b08f5a8.pdf



CHIHO-TIANDE GROUP LIMITED

齊合天地集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 976)


MEMORANDUM AND ARTICLES OF ASSOCIATION



March, 2012

Secretary's Certificate


Chiho-Tiande Group Limited

齊合天地集團有限公司

Cricket Square

Hutchins Drive

P.O. Box 2681 Grand Cayman KY1-1111

Cayman Islands


We, Codan Trust Company (Cayman) Limited, Secretary of Chiho-Tiande Group Limited 齊合天地集團有限公司 (the "Company") DO HEREBY CERTIFY the following is an extract of resolutions of the Sole Shareholder of the Company passed on 23rd June, 2010 and that such resolutions have not been modified


ORDINARY RESOLUTIONS


1. THAT the authorised share capital of the Company be and is hereby increased from HK$50,000 to HK$50,000,000 by the creation of an additional 4,995,000,000 new shares of HK$0.01 each in the capital of the Company (the "Shares" and each, a "Share"), such new Shares shall rank pari passu in all respects with the existing Shares;


SPECIAL RESOLUTION


7. THAT conditional upon the Underwriting Agreements becoming unconditional (including, if relevant, as a result of the waiver of any condition(s) by CCBIC) and not being terminated in accordance with the terms of such agreements or otherwise, in each case prior to 8:00 a.m. (Hong Kong time) on the day on which dealings in the Shares commence on the Stock Exchange (which is expected to be on or about 9 July 2010) (or such later time and/or date as may be agreed between CCBIC and the Company in writing), the articles of association (a copy of which is annexed hereto and marked "E" for identification purposes) be and are hereby approved and adopted as the new articles of association of the Company in substitution for and to the exclusion of all the existing articles of association of the Company.


(Sd.)


Sharon Pierson for and on behalf of

Codan Trust Company (Cayman) Limited Assistant Secretary


Dated this 13th day of July 2010.

THE COMPANIES LAW EXEMPTED COMPANY LIMITED BY SHARES


MEMORANDUM OF ASSOCIATION OF Chiho-Tiande Group Limited

齊合天地集團有限公司


  1. The name of the Company is Chiho-Tiande Group Limited 齊合天地集團有限 公司


  2. The Registered Office of the Company shall be at the offices of Codan Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KY1-1111, Cayman Islands.


  3. Subject to the following provisions of this Memorandum, the objects for which the Company is established are unrestricted.


  4. Subject to the following provisions of this Memorandum, the Company shall have and be capable of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit, as provided by Section 27(2) of The Companies Law.


  5. Nothing in this Memorandum shall permit the Company to carry on a business for which a licence is required under the laws of the Cayman Islands unless duly licensed.


  6. The Company shall not trade in the Cayman Islands with any person, firm or corporation except in furtherance of the business of the Company carried on outside the Cayman Islands; provided that nothing in this clause shall be construed as to prevent the Company effecting and concluding contracts in the Cayman Islands, and exercising in the Cayman Islands all of its powers necessary for the carrying on of its business outside the Cayman Islands.


  7. The liability of each member is limited to the amount from time to time unpaid on such member's shares.


  8. The share capital of the Company is HK$50,000 divided into 5,000,000 ordinary shares of a nominal or par value of HK$0.01 each.


  9. The Company may exercise the power contained in the Companies Law to deregister in the Cayman Islands and be registered by way of continuation in another jurisdiction.

We, the undersigned, are desirous of being formed into a company pursuant to this Memorandum of Association and the Companies Law, and we hereby agree to take the numbers of shares set opposite our respective names below.


Dated this 15th day of May, 2008



SIGNATURE, NAME, OCCUPATION AND ADDRESS OF SUBSCRIBER


CODAN TRUST COMPANY (CAYMAN) LIMITED,

a Cayman Islands Company of:


Cricket Square, Hutchins Drive,

P.O. Box 2681

Grand Cayman KY1-1111 Cayman Islands


by : (Sd.)

Sharon Pierson (Sd.)

Wilma Wood


Witness to the above signature


Address: Cricket Square, George Town, Grand Cayman


Occupation: Corporate Administrator

NUMBER OF SHARES TAKEN BY SUBSCRIBER

One (1)




I, Registrar of Companies in and for the

Cayman Islands DO HEREBY CERTIFY that this is a true copy of the Memorandum of Association of this Company duly registered on the 15th day of May, 2008


(Sd.)


REGISTRAR OF COMPANIES

Chiho-Tiande Group Limited issued this content on 2016-01-25 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 2016-01-25 00:57:02 UTC

Original Document: http://www.chiho-tiande.com/uploadfile/1/20160125/20160125083427.pdf