[EXHIBIT 3.1]
THE COMPANIES LAW (2004 REVISION)
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OF THE CAYMAN ISLANDS
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COMPANY LIMITED BY SHARES
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AMENDED AND RESTATED
MEMORANDUM OF ASSOCIATION
OF
RUBY GROWTH CORPORATION
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(Adopted by Special Resolution dated April 10, 2006)
1. The name of the Company is Ruby Growth Corporation.
2. The registered office of the Company shall be at the offices
of Stuarts Corporate Services Ltd, 4th Floor, Cayman Financial
Centre, 00 X Xx Xxx'x Xxxxx, Xxxxxx Xxxx, XX Xxx 0000, Xxxxx
Xxxxxx, Xxxxxx Islands or at such other place as the directors
of the Company may, from time to time, decide
3. The objects for which the Company is established are
unrestricted and the Company shall have full power and authority
to carry out any object not prohibited by the Companies Law (2004
Revision), or as the same may be revised from time to time, or
any other law of the Cayman Islands
4. The Company shall have and be capable of exercising all the
functions of a natural person of full capacity or body corporate
in doing in any part of the world whether as principal, agent,
contractor or otherwise whatever may be considered by it
necessary for the attainment of its objects and whatever
else may be considered by it as incidental or conducive thereto
or consequential thereon, irrespective of any question of
corporate benefit as provided by section 27(2) of the
Companies Law (2004 Revision) including the power to make any
alterations or amendments to its Memorandum and Articles
of Association in the manner set out in its Articles of
Association and including, but not limited to, the power to
pay all expenses of and incidental to the promotion, formation
and incorporation of the Company; to register the Company and
do business in any other jurisdiction; to sell, lease or
dispose of any property of the Company, to draw, make, accept,
endorse, discount, execute and issue promissory notes,
debentures, bills of exchange, bills of lading, warrants and
other negotiable or transferable instruments; to lend money on
the security of the undertaking or on all or any of the assets
of the Company including uncalled capital or without security;
to invest moneys of the Company in such manner as the
directors of the Company determine; to promote other companies;
to sell the undertaking of the Company for cash or any other
consideration; to distribute assets in specie to members of
the Company; to make charitable or benevolent donations; to
pay pensions or gratuities or provide other benefits in cash
or kind to directors, officers and/or employees of the Company,
past or present and their families; to purchase directors and
officers' liability insurance and to carry on any trade or
business and generally to do all acts and things which in the
opinion of the Company or the directors of the Company may be
conveniently or profitably or usefully acquired and dealt with,
carried on, executed or done by the Company in connection with the
business aforesaid PROVIDED THAT the Company shall only carry on
the businesses for which a license is required under the laws of
the Cayman Islands when so licensed under the terms of such laws.
5. The liability of each member of the Company is limited to
the amount if any, unpaid on the Shares held by such member.
Companies Law (2004 Revision)
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6. The share capital of the Company is US$51,000 divided into
50,000,000 ordinary shares of a par value of US$0.001
each and 1,000,000 preference shares of a par value of
US$0.001 each. Subject to the provisions of the Companies
Law (2004 Revision) and the Articles of Association of the
Company, the Company shall have the power to redeem or
purchase any of its Shares and to increase, reduce, sub-
divide or consolidate the share capital and to issue all or
any part of its capital whether original, redeemed,
increased or reduced with or without any preference,
priority or special privilege or subject to any postponement
of rights or to any conditions or restrictions whatsoever
and so that unless the conditions of issue shall otherwise
expressly provide every issue of Shares whether stated to be
ordinary, preference or otherwise shall be subject to the
powers on the part of the Company hereinbefore provided.
7. If the Company is registered as exempted, its operations
shall be carried on subject to section 193 of the Companies Law
(2004 Revision). The Company may effect and conclude contracts in
the Cayman Islands, and exercise in the Cayman Islands all of its
powers necessary for the carrying on of its business outside the
Cayman Islands but shall not otherwise 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.
8. Subject to the provisions of the Companies Law (2004
Revision) and the Articles of Association, the Company may
exercise the power contained in section 226 of the Companies Law
(2004 Revision) to deregister in the Cayman Islands and register
by way of continuation under the laws of any jurisdiction outside
the Cayman Islands.
