THE COMPANIES LAW (2009 REVISION)
OF THE CAYMAN ISLANDS
COMPANY LIMITED BY SHARES
AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION
AUTONAVI HOLDINGS LIMITED
Adopted by a Special Resolution
passed on June 3, 2010 and
effective immediately upon completion of the Company’s initial public offering of shares represented by
American Depositary Shares
The name of the Company is AUTONAVI HOLDINGS LIMITED .
The registered office of the Company shall be at the offices of International Corporation Services Ltd., Harbour Place 2nd
Floor, 103 South Church Street, P.O. Box 472, George Town, Grand Cayman KYI-1106, Cayman Islands or at such other
place as the Directors may from time to time decide.
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 (2009 Revision) or as the same may be revised from time to
time, or any other law of the Cayman Islands.
The liability of each Member is limited to the amount from time to time unpaid on such Member’s shares.
The authorized share capital of the Company is US$50,000 divided into 500,000,000 shares of a nominal or par value of
US$0.0001 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 (2009 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 contained.
The Company has the power to register by way of continuation as a body corporate limited by shares und