[] [THE COMPANIES LAW (2010 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF LE GAGA HOLDINGS LIMITED (adopted by a Special Resolution on 12 October, 2010 THE COMPANIES LAW (2010 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF LE GAGA HOLDINGS LIMITED (Adopted] [LE GAGA HOLDINGS LIMITED Name of Company: Le Gaga Holdings Limited Number Share(s) [ ] [ ] Number: Incorporated under the laws of the Cayman Islands [ ] US$50,000,000 5,000,000,000 Shares US$0.01 Share capital is Share(s): [ ] [name of shareholder] [no. of shares] THIS IS TO CERTIFY THAT Issued to: [name of shareholder]] [Consent of Independent Registered Public Accounting Firm The Board of Directors Le Gaga Holdings Limited: We consent to the use of our report dated September 7, 2010, with respect to the combined balance sheets of Le Gaga Holdings Limited and subsidiaries as of March 31, 2008, 2009 and 2010, and the related combined income statements, statements of comprehensive income, statements] [Le Gaga Holdings Limited INTRODUCTION Purpose This Code applies to all of the directors, officers and employees of the Company and its subsidiaries (which, unless the context otherwise requires, are collectively referred to as the “Company” in this Code). We refer to all persons covered by this Code as “Company employees” or simply “employees.” We also refer to our Chief]