[SUBJECT TO COMPLETION, DATED DECEMBER 22, 2009 Registration Statement No. 333-163041 Dehaier Medical Systems Limited Minimum Offering: 1,250,000 Common Shares Maximum Offering: 1,500,000 Common Shares This is the initial public offering of Dehaier Medical Systems Limited, a British Virgin Islands limited company. We are offering a minimum of 1,250,000 and a maximum of 1,500,000 of our common shares. None of] [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) Issuance of Certificates (c) Current Value (d) 2 Protection Against Dilution 5. Dividends, Subdivisions, Reclassifications, Etc (a) Adjustment of Number of Shares] [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 Agreement] [MAKE GOOD ESCROW AGREEMENT THIS MAKE GOOD ESCROW AGREEMENT WHEREAS WHEREAS WHEREAS WHEREAS NOW, THEREFORE 1. Appointment of Escrow Agent. 2. Establishment of Escrow. 3. Representations of Make Good Pledgors. a. All of the Escrow Shares are validly issued, fully paid and nonassessable shares of the Company, and free and clear of all pledges, liens and encumbrances. 4. Disbursement of] [Party A: Beijing De-haier Technology Co. Ltd. (hereinafter referred as “Party A”) Party B: Beijing Dehaier Medical Technology Co., Ltd. (hereinafter referred as “Party B”) On September 23, 2008, Party A and Party B have achieved mutual agreements on the following items: Party A agrees to lease its land and buildings at 45 Yong An Road, Science Park, Changping District] [Party A: Bao Xian (hereinafter referred as “Party A”) (Bao Xian is the spouse of the Chief Executive Officer of Dehaier Medical Systems Limited) Party B: Beijing Dehaier Medical Technology Co., Ltd. (hereinafter referred as “Party B”) Party A and Party B have achieved mutual agreements on the following items: I Location 1223 Epoch Center, No. 31Zi Zhu Yuan Road,] [Sales Agency Agreement This Agreement is entered into between the parties concerned on the basis of equality and mutual benefit to develop business on terms and conditions mutually agreed upon as follows: 1. Contracting Parties ( ): Supplier: (hereinafter called “party A”) IMD IMD China Co., Ltd. (Address): B , 28 12 1-2 1-2 Floor Building 12, No. 28 Yuhua] [Agency Agreement Principle: Timesco of London Ltd. Timesco House 1 Knights Road London E16 2AT England Agent: Beijing Dehaier Medical Technology Co. Ltd. 1223 Epoch Center 31 Zizhuyuan Road, Haidian District, Beijing, China Agreement Basis: Beijing Dehaier to act as Timesco’s exclusive agent for range of products specified. Timesco will not sell any agreed products into China through any other] [Sales Agency Agreement 1. Contracting Parties Supplier Agent product distributor Beijing DeHaier to act as JMS’s 2. Name of device JMS Syringe pump & Infusion pump 100 Quantity: 3. Territory Mainland of China 4. Payment Party A can accept the payment by T/T, check or cash before Party A delivery. 5. Validity of Agreement One Nov. 1, 2009 Nov. 1,] [DISTRIBUTION AGREEMENT: PARTICULARS DISTRIBUTION AGREEMENT: This Distribution Agreement consists of the Particulars, the General Terms & Conditions and the Schedules A to E (“Distribution Agreement”). In case of inconsistencies between the Particulars, the Schedules and the General Terms & Conditions, the Particulars shall prevail over the Schedules and General Terms & Conditions. The Schedules shall prevail over other sales or] [Distributor Agreement Party A: Beijing Dehaier Medical Technology Co., Ltd. Party B: I General Rules 1. A. Based on equal and mutual benefit, Party A and Party B sign this agreement with the aim of authorizing Party B as the distributor of 2. According to different limits of authority, distributors can be divided as general distributors and exclusive distributors. a.] [Borrower: Beijing Dehaier Medical Technology Company Limited Lender: ICBC Beijing 1. Purpose of Line of Credit The purpose of the line of credit is to allow the Borrower to finance its working capital needs (including equipment purchases). 2. Amount of Line of Credit RMB10,000,000 3. Line of Credit Term The line of credit shall run from June 2, 2009 through] [ESCROW AGREEMENT This Escrow Agreement is made and entered into as of the day of , 2010, by and among ANDERSON & STRUDWICK, INCORPORATED, a Virginia corporation (the “Placement Agent”), DEHAIER MEDICAL SYSTEMS LIMITED, a British Virgin Islands company (the “Company”) and SUNTRUST BANK, N.A. (the “Escrow Agent”). R E C I T A L S: A. The Company proposes] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Registration Statement on Form S-1 of our report dated December 21, 2009 relating to the 2008 and 2007 consolidated 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,] [Daniel Morris, Esq. December 22, 2009 Page 2 First, the language provides that the offering will terminate, at the latest, on May 31, 2010. Second, the offering may be concluded earlier than May 31, 2010 in the event the minimum offering is sold and Dehaier and its placement agent elect to proceed to closing prior to May 31, 2010. In]