Exhibit 3.1
THE COMPANIES ACT (REVISED)
OF THE CAYMAN ISLANDS
Beta FinTech Holdings Limited
贝塔金融科技控股有限公司
An Exempted Company Limited By Shares
MEMORANDUM OF ASSOCIATION
THE COMPANIES ACT
(REVISED)
OF THE CAYMAN ISLANDS
MEMORANDUM OF ASSOCIATION
OF
Beta
FinTech Holdings Limited
贝塔金融科技控股有限公司
An Exempted Company Limited By Shares
| 1 | NAME |
The name of the Company is Beta FinTech Holdings Limited贝塔金融科技控股有限公司.
| 2 | STATUS |
The Company is a company limited by shares.
| 3 | REGISTERED OFFICE |
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.
| 4 | OBJECTS AND CAPACITY |
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 Act 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.
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| 5 | SHARE CAPITAL |
The share capital of the Company is USD 50,000.00 divided into 50,000 Ordinary shares of par value USD 1.00 each.
| 6 | LIABILITY OF MEMBERS |
The liability of each Member is limited to the amount from time to time unpaid on such Member’s Shares.
| 7 | CONTINUATION |
The Company may exercise the powers contained in the Companies Act 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.
| 8 | DEFINITIONS |
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.
| 9 | EXEMPTED 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.
| 10 | FINANCIAL YEAR |
The financial year end of the Company is 30 June or such other date as the Directors may from time to time decide and annex to this Memorandum.
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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: 20 August 2024
| SUBSCRIBER | NUMBER OF SHARES TAKEN | |
| Harneys Fiduciary (Cayman) Limited | 1 Share | |
| P.O. Box 10240 | ||
| Grand Cayman KY1-1002 | ||
| Cayman Islands | ||
| /s/ Bonnie Sin | |
| Bonnie Sin | |
| Acting as duly authorised signatory | |
| For and on behalf of | |
| Harneys Fiduciary (Cayman) Limited | |
| /s/ Katy Chow | |
| Katy Chow | |
| Witness to the above signature |
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