THE COMPANIES LAW (2007 REVISION) OF THE CAYMAN ISLANDS
EXEMPTED COMPANY LIMITED BY SHARES
AMENDED AND RESTATED
MEMORANDUM OF ASSOCIATION
CDC SOFTWARE CORPORATION
(Adopted by special resolution passed on August 3, 2009)
1. The name of the Company is CDC Software Corporation.
2. The Registered Office of the Company shall be at the offices of Maples Corporate Services Limited, PO Box 309, Ugland
House, Grand Cayman, KY1-1104, Cayman Islands, or at such other place as the Directors may from time to time decide.
3. Subject to the following provisions of this Memorandum, 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 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.
5. The liability of each member is limited to the amount from time to time unpaid on such member’s shares.
6. The authorized share capital of the Company is US$77,000 divided into (a) 50,000,000 Class A Ordinary Shares of a nominal or
par value of US$0.001 each and (b) 27,000,000 Class B Ordinary Shares of a nominal or par value of US$0.001 each.
7. The Company may exercise the power contained in the Companies Law (2007 Revision) to deregister in the Cayman Islands
and be registered by way of continuation in another jurisdiction.
8. Capitalised terms that are not defined in this Memorandum of Association bear the same meaning as those given in the
Articles of Association of the