TABLE OF CONTENTS This memorandum and articles of association is a consolidated version not formally adopted by shareholders at a general meeting. If there is any inconsistency between the English and Chinese versions of this document, the English version shall prevail.


THE COMPANIES LAW (2000 REVISION) EXEMPTED COMPANY LIMITED BY SHARES


Memorandum of association of Hua Han Health Industry Holdings Limited

華瀚健康產業控股有限公司


(Adopted by (i) Special Resolution dated 10 October 2001 conditionally upon the change of name of the Company from Hanfang Bio-Pharmaceutical Holdings Limited 漢方生物製藥控股有限公司 to Hangfang

Bio-Pharmaceutical Holdings Ltd.; (ii) Special Resolution dated 10 October 2001 conditionally upon the change of name of the Company from Hangfang Bio-Pharmaceutical Holdings Ltd to Hanfang Bio-

Pharmaceutical Holdings Limited 漢 方生 物製 藥控 股 有限 公司 ; (iii) Hanfang Bio-Pharmaceutical Holdings Limited 漢方生物製藥控股有限公司 to Hua Han Bio-Pharmaceutical Holdings Limited 華瀚生

物製藥控股有限公司); and (iv) Special Resolution dated 18 December 2015 conditionally upon the change of name of the Company from Hua Han Bio-Pharmaceutical Holdings Limited 華瀚生物製藥控股有限公

to Hua Han Health Industry Holdings Limited 華瀚健康產業控股有限公司)


  1. The name of the Company is Hua Han Health Industry Holdings Limited

    華瀚健康產業控股有限公司


  2. The Registered Office of the Company shall be at the offices of Codan Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive P.O. Box 2681, 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 and shall include, but without limitation:


    1. to act and to perform all the functions of a holding company in all its branches and to co-ordinate the policies, administration, management, supervision, control, research, planning, trading and any other activities of any subsidiary or affiliated company or companies wherever incorporated or carrying on business or of any group of companies of which the Company or any subsidiary or affiliated company is now or may become a member or which are now or may become in any manner associated with or controlled directly or indirectly by the Company;


    2. to carry on all, or any one or more, of the following businesses in all or any of their various aspects:


      1. providing services of any kind, financial or otherwise, in, from and to any part of the world outside the Cayman Islands;


      2. general trading, importing, exporting, buying, selling and dealing in goods, materials, substances, articles and merchandise of all kinds in, from and to any part of the world, whether as principal or as agent;


      3. manufacturing, processing and/or extracting or taking goods, materials, substances, articles and merchandise of all kinds in any part of the world; and


      4. investing, developing, dealing in and/or managing real estate or interests therein in any part of the world outside the Cayman Islands;


      5. to carry on any other business of any nature whatsoever which may seem to the directors of the Company to be capable of being conveniently carried on in connection or conjunction with any business of the Company hereinbefore or hereinafter authorised or to be expedient with a view to rendering profitable or more profitable any of the Company's assets or utilising its know-how or expertise; and


      6. 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.


      7. 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.


      8. 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.


      9. 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.


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


      11. The share capital of the Company is HK$1,500,000,000 divided into 15,000,000,000 shares of a nominal or par value of HK$0.10 each, 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 (2000 Revision) 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.


      12. ARTICLES OF ASSOCIATION OF Hua Han Health Industry Holdings Limited


        (adopted pursuant to written resolutions passed on 20 September 2002 and amended pursuant to a special resolution passed on 29 November 2004, a special resolution passed on 23 November 2005 and a special resolution passed on 21 December 2006)

      Hua Han Bio-Pharmaceutical Holdings Ltd. issued this content on 25 January 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 25 January 2016 12:18:10 UTC

      Original Document: http://www.huahanbp.com.hk/attachment/2016012519470100042418517_en.pdf