THE COMPANIES LAW (AS AMENDED)
OF THE CAYMAN ISLANDS
COMPANY LIMITED BY SHARES
THIRD AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION
VISIONCHINA MEDIA INC.
Adopted by Special Resolution
passed on November 8, 2007 and
effective immediately upon completion of the Company’s initial public offering of
common shares represented by American Depositary Shares
1. The name of the Company is VisionChina Media Inc.
2. The Registered Office of the Company shall be at the offices of M&C Corporate Services Limited, P.O. Box 309 GT, Ugland
House, South Church Street, George Town, Grand Cayman, 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 (as amended) 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$20,000 divided into 200,000,000 common 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 (as amended) 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 limited by shares under the laws of any
jurisdiction outside the Cayman Islands a