[EXHIBIT 3.2]
THE COMPANIES LAW (2004 REVISION)
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OF THE CAYMAN ISLANDS
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COMPANY LIMITED BY SHARES
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MEMORANDUM OF ASSOCIATION
OF
TIGER GROWTH CORPORATION
1. The name of the Company is Tiger Growth Corporation.
2. The registered office of the Company shall be at the
offices of Stuarts Corporate Services Ltd, 4th Floor,
Cayman Financial Centre, 36 A Dr Roy's Drive, George Town,
PO Box 2510, Grand Cayman, Cayman Islands or at such other
place as the directors of the Company 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 (2004 Revision),
or as the same may be revised from time to time, or any other law
of the Cayman Islands
4. The Company shall have and be capable of exercising all the
functions of a natural person of full capacity or body corporate
in doing in any part of the world whether as principal, agent,
contractor or otherwise whatever may be considered by it
necessary for the attainment of its objects and whatever else
may be considered by it as incidental or conducive thereto or
consequential thereon, irrespective of any question of corporate
benefit as provided by section 27(2) of the Companies Law (2004
Revision) including the power to make any alterations or amendments
to its Memorandum and Articles of Association in the manner set out
in its Articles of Association and including, but not limited to,
the power to pay all expenses of and incidental to the promotion,
formation and incorporation of the Company; to register the Company
and do business in any other jurisdiction; to sell, lease or dispose
of any property of the Company, to draw, make, accept, endorse,
discount, execute and issue promissory notes, debentures, bills of
exchange, bills of lading, warrants and other negotiable or
transferable instruments; to lend money on the security of the
undertaking or on all or any of the assets of the Company including
uncalled capital or without security; to invest moneys of the
Company in such manner as the directors of the Company determine;
to promote other companies; to sell the undertaking of the Company
for cash or any other consideration; to distribute assets in specie
to members of the Company; to make charitable or benevolent
donations; to pay pensions or gratuities or provide other benefits
in cash or kind to directors, officers and/or employees of the
Company, past or present and their families; to purchase directors
and officers' liability insurance and to carry on any trade or
business and generally to do all acts and things which in the
opinion of the Company or the directors of the Company may be
conveniently or profitably or usefully acquired and dealt with,
carried on, executed or done by the Company in connection with
the business aforesaid PROVIDED THAT the Company shall only
carry on the businesses for which a license is required under
the laws of the Cayman Islands when so licensed under the terms
of such laws.
5. The liability of each member of the Company is limited to
the amount if any, unpaid on the Shares held by such member.
Companies Law (2004 Revision)
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6. The share capital of the Company is US$50,000 divided into
5,000,000 shares of a par value of US$0.01 each. Subject to the
provisions of the Companies Law (2004 Revision) and the Articles
of Association of the Company, the Company shall have the
power to redeem or purchase any of its Shares and to increase,
reduce, sub-divide or consolidate the share capital and to issue
all or any part of its capital whether original, redeemed,
increased or reduced with or without any preference, priority
or special privilege or subject to any postponement of rights
or to any conditions or restrictions whatsoever and so that unless
the conditions of issue shall otherwise expressly provide every
issue of Shares whether stated to be ordinary, preference or
otherwise shall be subject to the powers on the part of the Company
hereinbefore provided.
7. If the Company is registered as exempted, its operations shall
be carried on subject to section 193 of the Companies Law (2004
Revision). The Company may effect and conclude contracts in the
Cayman Islands, and exercise in the Cayman Islands all of its
powers necessary for the carrying on of its business outside the
Cayman Islands but shall not otherwise 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.
8. Subject to the provisions of the Companies Law (2004 Revision)
and the Articles of Association, the Company may exercise the power
contained in section 226 of the Companies Law (2004 Revision) to
deregister in the Cayman Islands and register by way of continuation
under the laws of any jurisdiction outside the Cayman Islands.
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Companies Law (2004 Revision)
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I the undersigned, whose name and address is subscribed, am desirous
of being formed into a Company in pursuance of this Memorandum of
Association, and I agree to take the number of shares in the capital
of the Company set opposite my name
NAME AND ADDRESS NUMBER OF SHARES TAKEN BY
OF SUBSCRIBER SUBSCRIBER
/s/ Sophia A. Dilbert
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Sophia A. Dilbert ONE ORDINARY SHARE
P.O. Box 2510, George
Town, Grand Cayman,
Cayman Islands
Dated this 10th March 2006
Witness to the above signature
/s/ Lori-Ann Welcome
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Lori-Ann Welcome
P.O. Box 2510, George
Town, Grand Cayman,
Cayman Islands
D. Evadne Ebankds, Asst. Registrar of Companies,
in and for the Cayman Islands, HEREBY CERFITY
that this is a true copy of the Memorandum of
Association of Tiger Growth Corporation.
Dated this 10th of March, 2006 /s/ D. Evadne Ebanks
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