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THE COMPANIES LAW

EXEMPTED COMPANY LIMITED BY SHARES

Memorandum of Association

and

Articles of Association

(Adopted on 16 June 2007)

of

China Automation Group Limited

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Incorporated on the 25th day of July, 2006

THE COMPANIES LAW EXEMPTED COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION OF

China Automation Group Limited

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  1. The name of the Company is China Automation Group Limited 9=1 li§iiJ1--t Ill1H 0ifJ.

  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 GT, George Town, Grand Cayman, British West Indies.

  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 fmiherance 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$380,000 divided into 38,000,000 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 dere in the Cayman Islands and be registered by way of continuation · 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 25th day of July, 2006

SIGNATURE, NAME, OCCUPATION AND ADDRESS OF SUBSCRIBER

CODAN TRUST COMPANY (CAYMAN) LIMITED,

a Cayman Islands Company of:

Cricket Square, Hutchins Drive,

P.O. Box 2681GT George Town, Grand Caymans British West Indies

by :

Theresa L. Pearson Thomas

Address: Cricket Square, George Town, Grand Cayman

Occupation: Corporate Administrator

NUMBER OF SHARES TAKEN BY SUBSCRIBER

One (1)

I, D. EVADNE EBANKS, Asst. Registrar of Companies in and for the Cayman Islands DO REBY CERTIFY that this is a true copy of the Memorandum of Association of this Co pa y duly reg· er on the 25th day of July, 2006

REG!

The Companies Law (Revised) Company Limited by Shares

ARTICLES OF ASSOCIATION

OF

China Automation Group Limited

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(Adopted pursuant to written resolutions passed on 16 June 2007)

China Automation Group Limited published this content on 05 August 2016 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 05 August 2016 01:25:01 UTC.

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