China Chuanglian Education Fncl : Memorandum and Articles of Association

Memorandum and Articles of Association

of

China Chuanglian Education Financial Group

Limited

(中國創聯教育金融集團有限公司)

(Adopted pursuant to written resolutions passed on 31 October 2004, Special Resolutions passed on 17 May 2006,

a Special Resolution passed on 29 May 2008,

an Ordinary Resolution passed on 16 November 2009, Special Resolutions passed on 27 December 2013,

a Special Resolution passed on 28 June 2017

And

a Special Resolution passed on 14 June 2019)

This is a consolidated version of the memorandum and articles of association which has incorporated

all the changes made up to 14 June 2019 and has not been formally

adopted by shareholders at a general meeting.

If there is any inconsistency between the English and Chinese versions of this memorandum and

articles of association, the English version shall prevail.

THE COMPANIES LAW (REVISED)

COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION

OF

China Chuanglian Education Financial Group Limited

(中國創聯教育金融集團有限公司)

1. The name of the Company is China Chuanglian Education Financial Group Limited (中國創聯教育金融集團有限 公司).

2 The Registered Office of the Company shall be at the offices of Codan Trust Company (Cayman) Limited, Century Yard, Cricket Square, Hutchins Drive, P.O. Box 2681GT, George Town, Grand Cayman, British West Indies.

1. Subject to the following provisions of this Memorandum, the objects for which the Company is established are unrestricted and shall include, but without limitation:
2. 1. to act and to perform all the functions of a holding company in all its branches and to co-ordinate the policy and administration of any subsidiary company or companies wherever incorporated or carrying on business or of any group of companies of which the Company or any subsidiary company is a member or which are in any manner controlled directly or indirectly by the Company;
   2. to act as an investment company and for that purpose to acquire and hold upon any terms and, either in the name of the Company or that of any nominee, shares, stock, debentures, debenture stock, annuities, notes, mortgages, bonds, obligations and securities, foreign exchange, foreign currency deposits and commodities, issued or guaranteed by any company wherever incorporated or carrying on business, or by any government, sovereign, ruler, commissioners, public body or authority, supreme, municipal, local or otherwise, by original subscription, tender, purchase, exchange, underwriting, participation in syndicates or in any other manner and whether or not fully paid up, and to make payments thereon as called up or in advance of calls or otherwise and to subscribe for the same, whether conditionally or absolutely, and to hold the same with a view to investment, but with the power to vary any investments, and to exercise and enforce all rights and powers conferred by or incident to the ownership thereof, and to invest and deal with the moneys of the Company not immediately required upon such securities and in such manner as may be from time to time determined.
3. 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 (Revised).

5. If the Company is exempted, it 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.

1. The liability of each member is limited to the amount from time to time unpaid on such member's shares.
2. The share capital of the Company is HK$1,200,000,000 divided into 100,000,000,000 ordinary shares of a nominal or par value of HK$0.01 each and 2,000,000,000 preferred shares of a nominal or par value of HK$0.10 each with terms as set out in Article 15A of the Articles of Association of the Company, 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 (Revised) 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 stated to be preference or otherwise shall be subject to the powers hereinbefore contained.

The Companies Law (Revised)

Company Limited by Shares

ARTICLES OF ASSOCIATION

OF

China Chuanglian Education Financial Group Limited

(中國創聯教育金融集團有限公司)

(Adopted pursuant to written resolutions passed on 31 October 2004,

Special Resolutions passed on 17 May 2006, a Special Resolution passed on 29 May 2008,

an Ordinary Resolution passed on 16 November 2009, Special Resolutions passed on 27 December 2013,

a Special Resolution passed on 28 June 2017

And

a Special Resolution passed on 14 June 2019)

	INDEX
SUBJECT	Article No.
Table A	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	66-77
Proxies	78-83
Corporations Acting By Representatives	84
Written Resolutions Of Members	85
Board Of Directors	86
Retirement Of Directors	87-88
Disqualification Of Directors	89
Executive Directors	90-91
Alternate Directors	92-95
Directors' Fees And Expenses	96-99
Directors' Interests	100-103
General Powers Of The Directors	104-109
Borrowing Powers	110-113
Proceedings Of The Directors	114-123
Managers	124-126
Officers	127-130
Register of Directors and Officers	131
Minutes	132