MEMORANDUM

盈德氣體集AN團D有限公司

ARTICLES OF ASSOCIATION OF YINGDE GASES GROUP COMPANY LIMITED * Incorporated in the Cayman Islands with limited liability on September 25, 2007

* For identification purposes only

THE COMPANIES LAW EXEMPTED COMPANY LIMITED BY SHARES

限公司

盈德氣體集團有限公司

AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF Yingde Gases Group Company Limited

盈德氣體集團有

(Adopted pursuant to written resolutions passed on 12 September 2009 with effect from 8

October 2009)

  1. The name of the Company is Yingde Gases Group Company Limited

    .

  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 US$50,000 divided into 50,000,000,000 ordinary shares of a nominal or par value of US$0.000001 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.

The Companies Law (Revised) Company Limited by Shares

ARTICLES OF ASSOCIATION

OF

YINGDE GA盈SE德S氣GR體O集U團P C有O限M公PA司NY LIMITED

(Adopted pursuant to written resolutions passed on 12 September 2009 with effect from 8

October 2009)

SUBJECT

Table A

I N D E X

Article No.

1

Interpretation

2

Share Capital

3

Alteration Of Capital

4-7

Share Rights

8-9

Variation Of Rights

10-11

Shares

12-15

Share Certificates

16-21

Lien

22-24

Calls On Shares

25-33

Forfeiture Of Shares

34-42

Register Of Members

43-44

Record Dates

45

Transfer Of Shares

46-51

Transmission Of Shares

52-54

Untraceable Members

55

General Meetings

56-58

Notice Of General Meetings

59-60

Proceedings At General Meetings

61-65

Voting

66-74

Proxies

75-80

Corporations Acting By Representatives

81

Written Resolutions Of Members

82

Board Of Directors

83

Retirement Of Directors

84-85

Disqualification Of Directors

86

Executive Directors

87-88

Alternate Directors

89-92

Directors' Fees And Expenses

93-96

Directors' Interests

97-100

General Powers Of The Directors

101-106

Borrowing Powers

107-110

Proceedings Of The Directors

111-120

Managers

121-123

Officers

124-127

Register of Directors and Officers

128

Minutes

129

Seal

130

Authentication Of Documents

131

Destruction Of Documents

132

Dividends And Other Payments

133-142

Reserves

143

Capitalisation

144-145

Subscription Rights Reserve

146

Accounting Records

147-151

Audit

152-157

Notices

158-160

Yingde Gases Group Co. Ltd. published this content on 27 March 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 27 March 2017 00:38:15 UTC.

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