[¨ Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company x CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered (1) Proposed Maximum Amount of Common Shares (2) $13,500,000 $753.30 (3) $1,620,150 $90.40 Total $15,120,150 $843.70 (4) (1) (2) (3) (4) Paid herewith. SUBJECT TO COMPLETION, DATED NOVEMBER 11, 2009 Registration Statement] [DEHAIER MEDICAL SYSTEMS LIMITED (a British Virgin Islands company) Minimum Offering: 1,250,000 Common Shares Maximum Offering: 1,500,000 Common Shares ($_____ per share) PLACEMENT AGREEMENT Anderson & Strudwick, Incorporated 707 East Main Street, 20 th Floor Richmond, Virginia 23219 Ladies and Gentlemen: Introduction 1. 2. Registration Statement and Prospectus (a) further amendments thereto will conform, in all material respects to the] [TERRITORY OF THE BRITISH VIRGIN ISLANDS THE BVI BUSINESS COMPANIES ACT, 2004 AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF DEHAIER MEDICAL SYSTEMS LIMITED A COMPANY LIMITED BY SHARES 1. REGISTERED SHARES 1.1 1.2 Any Shareholder receiving a certificate shall indemnify and hold the Company and its directors and officers harmless from any loss or liability which it or they may] [TERRITORY OF THE BRITISH VIRGIN ISLANDS THE BVI BUSINESS COMPANIES ACT, 2004 AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF Dehaier Medical Systems Limited A COMPANY LIMITED BY SHARES 1. DEFINITIONS AND INTERPRETATION 1.1 In this Memorandum of Association and the attached Articles of Association, if not inconsistent with the subject or context: Act “ Articles “ Board “ business day] [DEHAIER MEDICAL SYSTEMS LIMITED ____________ ____, _____ Anderson & Strudwick, Incorporated 707 East Main Street 20 th Floor Richmond, Virginia 23219 Ladies and Gentlemen: 1. Notices of Record Date 2. No Impairment 3. 4. Exercise for Cash (a) Cashless Exercise (b) 2 Issuance of Certificates (c) Current Value (d) 3 Protection Against Dilution 5. Dividends, Subdivisions, Reclassifications, Etc (a) 4] [Serial. No:________________ Labor Contract Dehaier Medical Technology Ltd. Party A: Party B: LABOR CONTRACT Dehaier Medical Technology Co. Ltd. (hereinafter referred to as “Party A”) and Name of Employee: _______ Identification Card No.: _________ (hereinafter referred to as “Party B”) hereby execute this Contract in accordance with the applicable provisions of “The Labor Law of the People’s Republic of China”] [LOCK-UP AGREEMENT ________ ___,____________ By Facsimile (____________) By Facsimile ((804) 648-3404) Dehaier Medical Systems Limited Anderson & Strudwick, Incorporated 1223 Epoch Center 707 East Main Street No. 31 Zi Zhu Yuan Road 20 th Floor Haidian District, Beijing 100089 Richmond, Virginia 23219 People’s Republic of China Attn: L. McCarthy Downs, III, Attn: Ping Chen Senior Vice President CEO Re: Lock-Up] [DEHAIER MEDICAL SYSTEMS LIMITED 2009 SHARE INCENTIVE PLAN Purpose and Effective Date 1. (a) The purpose of the Dehaier Medical Systems Limited 2009 Share Incentive Plan (the “Plan”) is to further the long term stability and financial success of Dehaier Medical Systems Limited (the “Company”) by attracting and retaining personnel, including employees, non-employee directors, and consultants, through the use of] [List of Subsidiaries Dehaier Medical Systems Limited Subsidiary (Hong Kong): De-haier Medical Systems (Hong Kong) Limited Subsidiaries (PRC) Affiliate (PRC) Beijing Dehaier Technology Company Limited (controlled by certain executive officers; owns approximately 3.63% of PRC subsidiary)] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Registration Statement on to Form S-1 of our report dated November 11, 2009 relating to the consolidate financial statements of Dehaier Medical Systems Limited and Affiliate and to the reference to our Firm under the caption “Experts” in the Prospectus. New York, New York] [DEHAIER MEDICAL SYSTEMS LIMITED CODE OF BUSINESS CONDUCT AND ETHICS This Code of Business Conduct and Ethics covers a wide range of business practices and procedures. It does not cover every issue that may arise, but it sets out basic principles to guide the employees of Dehaier Medical Systems Limited and its subsidiaries (the “Company”). All of our employees must] [November 6, 2009 Dehaier Medical Systems Limited. 1223 Epoch Center No. 31 Zi Zhu Yuan Road Haidian District, Beijing 100089 People’s Republic of China Dear Sirs, “PRC”) We are qualified lawyers of the People’s Republic of China (the Company “Registration Statement”), SEC Securities Act Shares We have acted as PRC counsel for Dehaier Medical Systems Limited, a company incorporated under]