Country Garden : MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION

COUNTRY GARDEN HOLDINGS COMPANY LIMITED

碧 桂 園 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

MEMORANDUM OF ASSOCIATION

AND

ARTICLES OF ASSOCIATION

THE COMPANIES LAW

EXEMPTED COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION

OF

Country Garden Holdings Company Limited

碧桂園控股有限公司

(Embodied all amendments passed by shareholders' written resolutions passed on 20 March 2007)

1.The name of the Company is Country Garden Holdings Company Limited 碧桂園控股有限公司.

2.The Registered Office of the Company shall be at the offices of Codan Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, 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 authorized shares capital of the Company is HK$10,000,000,000 divided into 100,000,000,000 shares of a nominal or par value of HK$0.1 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.

1

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 10th day of November, 2006

SIGNATURE, NAME, OCCUPATION AND	NUMBER OF SHARES
ADDRESS OF SUBSCRIBER	TAKEN BY
		SUBSCRIBER
CODAN TRUST COMPANY (CAYMAN) LIMITED,	One (1)
a Cayman Islands Company of:
Cricket Square, Hutchins Drive,
P.O. Box 2681
Grand Cayman KY1-1111
Cayman Islands
by :
(Sd.)
______________________
Theresa L. Pearson Thomas
(Sd.)
______________________
Lucila Ongaro
Witness to the above signature
Address:	Cricket Square, George Town,
	Grand Cayman
Occupation:	Corporate Administrator

I, Joy A. Rankine, Asst. 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 10th day of November, 2006

(Sd.)

____________________________

Asst. REGISTRAR OF COMPANIES

2

The Companies Law (Revised)

Company Limited by Shares

ARTICLES OF ASSOCIATION

OF

Country Garden Holdings Company Limited

碧桂園控股有限公司

(Adopted by a special resolution passed on 17 May 2018 and

embodied amendment approved by a special resolution passed on 16 May 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	66-74
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