Goodbaby International Hldg : (001) Memorandum and Articles of Association of the Company (Eng)

AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF

ASSOCIATION OF

GOODBABY INTERNATIONAL HOLDINGS LIMITED

ff r JR .&0AJ

(as adopted by a Special Resolution passed on 5 November 2010 with effect on 24 November 2010)

Af pleby

81 Floor Bank of America 12 Harcourt Road

Central Hong Kong

TABLE OF CONTENTS

MEMORANDUM OF ASSOCIATION 3

ARTICLES OF ASSOCIATION. 8

SHARES, WARRANTS AND MODIFICATION OF RIGHTS 12

REGISTER OF SHAREHOLDERS AND SHARE CERTIFICATES 17

LIEN 20

CALLS ON SHARES 21

TRANSFER OF SHARES 23

TRANSMISSION OF SHARES 25

FORFEITURE OF SHARES 25

GENERAL MEETINGS 27

PROCEEDINGS AT GENERAL MEETINGS 29

VOTES OF SHAREHOLDERS 32

APPOINTMENT OF PROXY AND CORPORATE REPRESENTATIVE 33

REGISTERED OFFICE 36

BOARD OF DIRECTORS 36

APPOINTMENT AND ROTATION OF DIRECTORS 43

BORROWING POWERS 45

MANAGING DIRECTORS, ETC 45

MANAGEMENT 46

MANAGERS 47

CHAIRMAN AND OTHER OFFICERS 47

PROCEEDINGS OF THE DIRECTORS 48

MINUTES AND CORPORATE RECORDS 50

SECRETARY 50

GENERAL MANAGEMENT AND USE OF THE SEAL 51

AUTHENTICATION OF DOCUMENTS 53

CAPITALISATION OF RESERVES 53

DIVIDENDS AND RESERVES 54

RECORD DATE 61

ANNUAL RETURNS 62

AUDITORS 63

NOTICES 62

INFORMATION 67

WINDING UP 67

INDEMNITY. 68

UNTRACEABLE SHAREHOLDERS 68

DESTRUCTION OF DOCUMENTS 69

SUBSCRIPTION RIGHT RESERVE 70

STOCK 72

THE COMPANIES LAW (2010 Revision) EXEMPTED COMPANY LIMITED BY SHARES

AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF

GOODBABY INTERNATIONAL HOLDINGS LIMITED

fFF r g .N01§'J

(the "Company") (Adopted by a Special Resolution passed on 5 November 2010 with effect on 24 November 2010)

1. The name of the Company is Goodbaby International Holdings Limited rJ r

   g .N0PJ.

2. The registered office will be situate at the offices of Codan Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman KYl -1111, Cayman Islands or at such other place in the Cayman Islands as the Directors may from time to time decide.

3. The objects for which the Company is established are unrestricted and except as prohibited or limited by the laws of the Cayman Islands, the Company shall have full power and authority to carry out any object and shall have and be capable of from time to time and at all times exercising any and all of the powers at any time or from time to time exercisable by a natural person or body corporate in any part of the world whether as principal, agent, contractor or otherwise.

4. Without prejudice to the generality of the foregoing, the objects of the Company shall include, but without limitation, the following:-

5. To carry on the business of an investment company and for that purpose to acquire and hold, either in the name of the Company or in that of any nominee, land and real estate, gold and silver bullion, shares (including shares in the Company), stocks, debentures, debenture stock, bonds, notes, obligations and securities issued or guaranteed by any company wherever incorporated or carrying on business and debentures, debenture stock, bonds, notes, obligations and securities issued or guaranteed by any government, sovereign, ruler, commissioners, public body or authority,

   supreme, dependent, municipal, local or otherwise m any part of the world.

6. To lend money with or without security either at interest or without and to invest money of the Company in such manner as the Directors think fit.

7. To acquire by purchase, lease, exchange, or otherwise lands, houses, buildings and other property or any interest in the same in any part of the world.

8. To carry on the business of a commodity, commodity futures and forward contracts trader and for that purpose to enter into spot, future or forward contracts for the purchase and sale of any commodity including, but without prejudice to the generality of the foregoing, any raw materials, processed materials, agricultural products, produce or livestock, gold and silver bullion, specie and precious or semi-precious stones, goods, articles, services, currencies, rights and interests which may now or in the future be bought and sold in commerce and whether such trading is effected on an organised commodity exchange or otherwise and either to take delivery of, or to sell or exchange any such commodities pursuant to any contract capable of being entered into on any such commodities exchange.

9. To carry on whether as principals, agents or otherwise the business of providing and supplying goods, equipment, materials and services of whatsoever nature, and of financiers, company promoters, realtors, financial agents, land owners and dealers in or managers of companies, estates, lands, buildings, goods, materials, services, stocks, leases, annuities and securities of whatsoever type or kind.

10. To purchase or otherwise acquire and hold any rights, privileges, concessions, patents, patent rights, licences, secret processes and any real or personal property of any kind whatsoever.

11. To build, equip, furnish, outfit, repair, purchase, own, charter and lease steam, motor, sail or other vessels, ships, boats, tugs, barges, lighters or other property to be used in the business of shipping, transportation, chartering and other communication and transport operations for the use of the Company or for others, and to sell, charter, lease, mortgage, pledge or transfer the same or any interest therein to others.

12. To carry on the business of importers, exporters and merchants of goods, produce, stores and articles of all kinds both wholesale and retail, packers, customs brokers, ship agents, warehousemen, bonded or otherwise and carriers and to transact every kind of agency, factor and brokerage business or transaction which may seem to the Company directly or indirectly conducive to its interests.