Exhibit 3.1
THE COMPANIES LAW (REVISED)
COMPANY LIMITED BY SHARES
AMENDED AND RESTATED
MEMORANDUM OF ASSOCIATION
OF
CHINA NEPSTAR CHAIN DRUGSTORE LTD.
(adopted by way of Special Resolution passed on October 6, 2004)
1. The name of the Company is China Nepstar Chain Drugstore Ltd.
2. The Registered Office of the Company shall be at the offices of Codan Trust Company (Cayman) Limited,
Century Yard, Cricket Square, Hutchins Drive, P.O. Box 2681GT, George Town, Grand Cayman, British West
Indies.
3. Subject to the following provisions of this Memorandum, the objects for which the Company is established are
unrestricted and shall include, but without limitation:
(a) to act and to perform all the functions of a holding company in all its branches and to coordinate the policy
and administration of any subsidiary company or companies wherever incorporated or carrying on business or of
any group of companies of which the Company or any subsidiary company is a member or which are in any
manner controlled directly or indirectly by the Company; and
(b) to act as an investment company and for that purpose to acquire and hold upon any terms and, either in the
name of the Company or that of any nominee, shares, stock, debentures, debenture stock, annuities, notes,
mortgages, bonds, obligations and securities, foreign exchange, foreign currency deposits and commodities,
issued or guaranteed by any company wherever incorporated or carrying on business, or by any government,
sovereign, ruler, commissioners, public body or authority, supreme, municipal, local or otherwise, by original
subscription, tender, purchase, exchange, underwriting, participation in syndicates or in any other manner and
whether or not fully paid up, and to make payments thereon as called up or in advance of calls or otherwise and
to subscribe for the same, whether conditionally or absolutely, and to hold the same with a view to investment,
but with the power to vary any investments, and to exercise and enforce all rights