THE COMPANIES LAW (2007 REVISION)
OF THE CAYMAN ISLANDS
COMPANY LIMITED BY SHARES
AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION
VANCEINFO TECHNOLOGIES INC.
A DOPTED BY S PECIAL R ESOLUTION PASSED ON N OVEMBER 13, 2007 AND EFFECTIVE IMMEDIATELY UPON THE COMPLETION
OF THE C OMPANY ’ S INITIAL PUBLIC OFFERING OF ORDINARY SHARES REPRESENTED BY A MERICAN D EPOSITARY S HARES ON
THE NEW YORK STOCK EXCHANGE,
1. The name of the Company is VANCEINFO TECHNOLOGIES INC.
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, KY1-1111, Cayman Islands, or at such other place as the Directors
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 (2007 Revision) or as the same may be revised from time to time, or
any other law of the Cayman Islands.
4. The liability of each Member is limited to the amount from time to time unpaid on such Member’s shares.
5. The authorized share capital of the Company is US$1 million divided into 1,000,000,000 ordinary shares of a nominal or par
value of US$0.001 each. The Company has the power to redeem or purchase any of its shares and to increase or reduce the said
capital subject to the provisions of the Companies Law (2007 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 declared to be preference or otherwise shall be subject to the powers hereinbefore
6. The Company has the power to register by way of continuation as a body corporate li