EX-3.2 2 ff12019a1ex3-2_chinaeco.htm SECOND AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION

Exhibit 3.2

 

Company No.: AT-346881

 

 

CAYMAN ISLANDS

THE COMPANIES LAW (AS AMENDED)

 

EXEMPTED COMPANY LIMITED BY SHARES

 

SECOND AMENED AND RESTATED

 

MEMORANDUM AND ARTICLES

 
OF ASSOCIATION

 

OF

 

China Eco-Materials Group Co. Limited

中国环保新材集团有限公司

 

(as adopted by a Special Resolution on 22 October 2019)

 

 

Incorporated the 7th day of January, 2019

 

Registered Office:
Landmark Square, 1st Floor
64 Earth Close, PO Box 715
Grand Cayman KY1 1107
Cayman Islands

 

 

 

 

THE COMPANIES LAW (AS AMENDED)

 

 

 

EXEMPTED COMPANY LIMITED BY SHARES

 

 

 

SECOND AMENED AND RESTATED MEMORANDUM OF ASSOCIATION

 

OF

 

CHINA ECO-MATERIALS GROUP CO. LIMITED

 

中国环保新材集团有限公司

 

(as adopted by a Special Resolution on 22 October 2019)

 

1.The name of the Company is China Eco-Materials Group Co. Limited 中国环保新材集团有限公司.

 

2.The Registered Office of the Company will be at the offices of Avalon Trust & Corporate Services Ltd., Landmark Square, 1st Floor, 64 Earth Close, PO Box 715, Grand Cayman KY1 1107, Cayman Islands with a registered branch office at such other places as the Directors may from time to time decide.

 

3.The objectives 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 laws 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 USD50,000 divided into 500,000,000 shares comprising of (i) 450,000,000 Ordinary Shares of a nominal or par value of USD0.0001 each; and (ii) 50,000,000 preferred shares of a nominal or par value of USD0.0001 each, with the power for the Company insofar as is permitted by law, 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 contained.