Exhibit 3.1
| |  |
| | EXEMPTED Company Registered and |
| | filed as No. 337091 On 14-May-2018 |
| |  |
| | Assistant Registrar |
THE COMPANIES LAW (REVISED)
OF THE CAYMAN ISLANDS
VENUS ACQUISITION CORPORATION
An Exempted Company Limited By Shares
MEMORANDUM AND ARTICLES OF ASSOCIATION
Auth Code: G07737652968
www.verify.gov.ky
| | |
| | EXEMPTED Company Registered and |
| | filed as No. 337091 On 14-May-2018 |
| | |
| | Assistant Registrar |
THE COMPANIES LAW (REVISED)
OF THE CAYMAN ISLANDS
MEMORANDUM OF ASSOCIATION
OF
VENUS ACQUISITION CORPORATION
An Exempted Company Limited By Shares
The name of the Company is Venus Acquisition Corporation.
The Company is a company limited by shares.
The registered office of the Company is at Harneys Fiduciary (Cayman) Limited, 4th Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Cayman, KY1-1002, Cayman Islands or at such other place as the Directors may from time to time decide.
Subject to paragraph 9 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 or any other law of the Cayman Islands. The Company is a body corporate capable of exercising all the functions of a natural person of full capacity, irrespective of any question of corporate benefit.
The share capital of the Company is USD50,000.00 divided into 50,000,000 Ordinary shares of par value USD0.001 each.
The liability of each Member is limited to the amount from time to time unpaid on such Member’s Shares.
Auth Code: G07737652968
www.verify.gov.ky
| | |
| | EXEMPTED Company Registered and |
| | filed as No. 337091 On 14-May-2018 |
| | |
| | Assistant Registrar |
The Company may exercise the powers contained in the Companies Law to transfer and be registered by way of continuation as a body corporate limited by shares under the laws of any jurisdiction outside the Cayman Islands and to be de-registered in the Cayman Islands.
Capitalised terms used and not defined in this Memorandum of Association shall bear the same meaning as those given in the Articles of Association of the Company.
The Company will 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 section 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.
The undersigned subscribes its name to this Memorandum of Association to form an incorporated company with limited liability to carry out the lawful purposes set out in this Memorandum of Association and agrees to take the number of Shares set out below.
Dated: 14 May 2018
| SUBSCRIBER | NUMBER OF SHARES TAKEN |
| | |
Harneys Fiduciary (Cayman) Limited
P.O. Box 10240
Grand Cayman, KY1-1002
Cayman Islands | 1 Share |
| /s/ Amy Law | |
Amy Law Acting as duly authorised signatory For and on behalf of Harneys Fiduciary (Cayman) Limited | |
| | |
| | |
| /s/ Katy Chow | |
Katy Chow
Witness to the above signature | |
Auth Code: G07737652968
www.verify.gov.ky
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