Exhibit 3.1
THE COMPANIES ACT (REVISED)
OF THE CAYMAN ISLANDS
AMENDED AND RESTATED
MEMORANDUM OF ASSOCIATION
OF
Li Bang International Corporation Inc.
(adopted pursuant to Special Resolutions of the Company passed on April 30, 2026)
| 1 | NAME |
The name of the Company is Li Bang International Corporation Inc.
| 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.
| 5 | SHARE CAPITAL |
The authorised share capital of the Company is USD 35,000,000 divided into 3,150,000,000 class A ordinary shares of par value of USD 0.01 each and 350,000,000 class B ordinary shares of par value of USD 0.01 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.