UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
6-K
REPORT
OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For
the month of January 2025
Commission
File Number: 001-41647
OHMYHOME
LIMITED
(Translation
of registrant’s name into English)
11
Lorong 3 Toa Payoh
Block
B, #04-16/21, Jackson Square
Singapore
319579
(Address
of principal executive office)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form
20-F ☒ Form 40-F ☐
In
connection with the annual general meeting of shareholders of Ohmyhome Limited (the “Company”), attached hereto and incorporated
by reference herein are Notice of Annual General Meeting and Proxy Statement and Form of Proxy Card.
Exhibit
Index
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
Date:
January 10, 2025 |
Ohmyhome
Limited |
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By: |
/s/
Rhonda Wong |
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Name: |
Rhonda
Wong |
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Title: |
Chief
Executive Officer, Chief Financial Officer, and Director |
Exhibit
99.1
Ohmyhome
Limited
11
Lorong 3 Toa Payoh
Block
B, #04-16/21, Jackson Square
Singapore
319579
PROXY
STATEMENT AND NOTICE OF
ANNUAL
GENERAL MEETING OF SHAREHOLDERS
TO
BE HELD ON JANUARY 24, 2025
January
10, 2025
Dear
Shareholder:
Notice
is hereby given that an annual general meeting of shareholders (the “Meeting”) of Ohmyhome Limited., a Cayman Islands
exempted company (the “Company”), will be held on January 24, 2025, 3:00 pm Singapore Time (2:00 am
Eastern Time), at 11 Lorong 3 Toa Payoh, Block B, #04-16/21, Jackson Square, Singapore 319579, for the following
purposes:
1.
Proposal One. By an ordinary resolution, to approve an increase of the Company’s authorized share capital from USD 500,000.00
divided into 500,000,000 ordinary shares of par value USD 0.001 each to USD 75,000,000.00 divided into 75,000,000,000 ordinary
shares of par value USD 0.001 each by the creation of additional 74,500,000,000 ordinary shares of par value USD 0.001 each to
rank pari passu in all respects with the existing shares in the capital of the Company (the “Share Capital Increase”). The
Board urges shareholders to vote “FOR” Proposal One.
2. Proposal
Two. By an ordinary resolution, (A) to approve a share consolidation of the Company’s issued and unissued ordinary shares
at a ratio of one (1)-for-ten (10), so that each 10 existing authorised and issued shares of par value USD 0.001 be consolidated
into 1 new share of par value USD 0.01 (the “Share Consolidation”), such that immediately following the Share
Consolidation, the authorised share capital of the Company of USD 75,000,000.00 divided into 75,000,000,000 ordinary shares of par
value USD 0.001 each shall become USD 75,000,000.00 divided into 7,500,000,000 ordinary shares of par value USD 0.01 each,
provided that no fractional share shall arise from the Share Consolidation, and (B) to authorize the Company to round down any
fractional shares resulting from the Share Consolidation to the nearest whole ordinary share, and to authorize the Board to do all
other such acts and things as the Board considers necessary or desirable for the purposes of the transactions contemplated by the
Share Consolidation, including instructing the registered office provider or transfer agent of the Company to complete the necessary
corporate record(s) and filing(s) to reflect the Share Consolidation. The Board urges shareholders to vote “FOR”
Proposal Two.
3.
Proposal Three. By a special resolution, to amend and restate the Company’s Articles of Association to replace existing
Article 63 with the following new Article 63 (the “Meeting Amendment”):
“If
within thirty (30) minutes (or such longer time not exceeding one hour as the chairman of the meeting may determine to wait) after the
time appointed for the meeting a quorum is not present, the meeting shall stand adjourned to the same day in the next week at the same
time and (where applicable) same place(s) or to such time and (where applicable) such place(s) and in such form and manner referred to
in Article 58 as the Board may absolutely determine. if at the reconvened meeting a quorum is not present within half an hour from the
time appointed for the meeting to commence, the Members present shall be the quorum.”
The
Board urges shareholders to vote “FOR” Proposal Three.
4.
Proposal Four. Subject to and conditional upon the passing of Proposal One, Proposal Two and Proposal Three above in respect of
the Share Capital Increase, the Share Consolidation and the Meeting Amendment, by a special resolution, to adopt the second amended and
restated memorandum and articles of association of the Company (the “Second Amended and Restated Memorandum and Articles of Association”)
to reflect the Share Capital Increase, the Share Consolidation and the Meeting Amendment and in substitution for the current amended
and restated memorandum and articles of association of the Company. The Board urges shareholders to vote “FOR” Proposal Four.
5.
Proposal Five. By an ordinary resolution, to adjourn the Meeting to a later date or dates, if necessary, to permit further solicitation
and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of Proposal One,
Proposal Two, Proposal Three and Proposal Four. The Board urges shareholders to vote “FOR” Proposal Five.
Our
Annual Report on Form 20-F for the fiscal year ended December 31, 2023 (the “2023 Annual Report”), including the financial
statements, is available on the SEC’s website at http://www.sec.gov.
Your
vote is important. Whether or not you plan to attend the Meeting, I hope that you will vote as soon as possible. You may vote your shares
by either completing, signing and returning the accompanying proxy card or casting your vote over the Internet.
|
By
Order of the Board of Directors, |
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Sincerely, |
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/s/
Rhonda Wong |
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Rhonda
Wong |
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Chief
Executive Officer, Chief Financial Officer, and Director |
IMPORTANT
NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF THE COMPANY TO BE HELD ON JANUARY
24, 2025.
Ohmyhome
Limited
11
Lorong 3 Toa Payoh
Block
B, #04-16/21, Jackson Square
Singapore
319579
Proxy
Statement
The
board of directors (the “Board”) of Ohmyhome Limited, a Cayman Islands exempted company (the “Company,” or “we”),
is furnishing this Proxy Statement and the accompanying proxy card to you to solicit your proxy for an annual general meeting of shareholders
of the Company (the “Meeting”). The Meeting will be held on January 24, 2025, 3:00 pm Singapore Time (2:00
am Eastern Time), at 11 Lorong 3 Toa Payoh, Block B, #04-16/21, Jackson Square, Singapore 319579.
QUESTIONS
AND ANSWERS ABOUT THE MEETING
What
is this proxy statement?
You
have received this proxy statement because our Board is soliciting your proxy to vote your shares at the Meeting. This proxy statement
includes information that we are required to provide to you under the rules of the Securities and Exchange Commission (“SEC”)
and that is designed to assist you in voting your shares.
What
is the purpose of the Meeting?
At
the Meeting, our shareholders will act upon the matters described in this proxy statement.
These
matters include 1) the approval of the Share Capital Increase, 2) the approval of the Share Consolidation, 3) the approval of the Meeting
Amendment, 4) the adoption of the Second Amended and Restated Memorandum and Articles of Association, and 5) the approval of the adjournment
of the Meeting.
What
are the Board’s recommendations?
Our
Board recommends that you vote FOR the following proposals:
Proposal 1. RESOLVED, AS AN
ORDINARY RESOLUTION, THAT the Company’s authorized share capital be and is hereby increased from USD 500,000.00 divided into 500,000,000
ordinary shares of par value USD 0.001 each to USD 75,000,000.00 divided into 75,000,000,000 ordinary shares of par value USD 0.001 each
by the creation of additional 74,500,000,000 ordinary shares of par value USD 0.001 each to rank pari passu in all respects with the existing
shares in the capital of the Company (the “Share Capital Increase”).
Proposal 2. RESOLVED AS AN
ORDINARY RESOLUTION THAT (A) a share consolidation of the Company’s issued and unissued ordinary shares at a ratio of one
(1)-for-ten (10), so that each 10 existing authorised and issued shares of par value USD 0.001 be consolidated into 1 new share of
par value USD 0.01 (the “Share Consolidation”), such that immediately following the Share Consolidation, the authorised
share capital of the Company of USD 75,000,000.00 divided into 75,000,000,000 ordinary shares of par value USD 0.001 each shall
become USD 75,000,000.00 divided into 7,500,000,000 ordinary shares of par value USD 0.01 each, provided that no fractional share
shall arise from the Share Consolidation be and is hereby approved, and (B) the Company be and is hereby authorized to round down
any fractional shares resulting from the Share Consolidation to the nearest whole ordinary share, and to authorize the Board to do
all other such acts and things as the Board considers necessary or desirable for the purposes of the transactions contemplated by
the Share Consolidation, including instructing the registered office provider or transfer agent of the Company to complete the
necessary corporate record(s) and filing(s) to reflect the Share Consolidation.
Proposal 3. RESOLVED, AS A
SPECIAL RESOLUTION, THAT existing Article 63 of the Company current articles of association be and is hereby deleted in its entirety
and replaced with the following new Article 63:
“63. If within thirty (30) minutes
(or such longer time not exceeding one hour as the chairman of the meeting may determine to wait) after the time appointed for the meeting
a quorum is not present, the meeting shall stand adjourned to the same day in the next week at the same time and (where applicable) same
place(s) or to such time and (where applicable) such place(s) and in such form and manner referred to in Article 58 as the Board may
absolutely determine. If at the reconvened meeting a quorum is not present within half an hour from the time appointed for the meeting
to commence, the Members present shall be the quorum.”
Proposal 4. RESOLVED, AS A
SPECIAL RESOLUTION, that’s subject to and conditional upon the passing of Resolution One, Resolution Two and Resolution Three set
out above:
“(a) clause 8 of the amended
and restated memorandum of association of the Company be deleted in its entirety and be replaced by the following new clause 8:
“The share capital of the Company
is US$75,000,000 divided into 7,500,000,000 shares of a nominal or par value of US$0.01 each with the power for the Company, insofar as
is permitted by law, to redeem or purchase any of its shares and to increase or reduce the said share capital subject to the provisions
of the Companies Act (As Revised) and the Articles of Association of the Company and to issue any part of its capital, whether original,
redeemed or increased, with or without any preference, priority or special privilege or subject to any postponement of rights or to any
conditions or restrictions; and so that, unless the conditions of issue shall otherwise expressly declare, every issue of shares, whether
declared to be preference or otherwise, shall be subject to the power hereinbefore contained.”;
(b) the second amended and restated
memorandum of association and the second amended and restated articles of association of the Company (the “New M&A”),
in the form tabled at the Annual General Meeting, marked “A” and for the purpose of identification signed by a chairman of
the meeting, be approved and adopted in substitution for and to the exclusion of the existing amended and restated memorandum of association
and amended and restated articles of association upon the New Authorized Share Capital becoming effective; and
(c) any director or officer of the
Company be and is hereby authorized to do all such acts, deeds and things and execute all such documents and make all such arrangements
that he/she shall, in his/her absolute discretion, deem necessary or expedient to give effect to the adoption of the New M&A, including
without limitation, attending to the necessary filings with the Registrar of Companies in the Cayman Islands.”
Proposal 5. RESOLVED, AS AN
ORDINARY RESOLUTION, THAT the Chairman of the Meeting be and is hereby authorized to adjourn the meeting to a later date or dates, if
necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection
with, the approval of resolution one, resolution two, resolution three and/or resolution four above.
Who
is entitled to attend and vote at the Meeting?
Only
shareholders of record at the close of business on December 19, 2024, which we refer to as the Record Date, are entitled to receive notice
of, and to attend and vote at, the Meeting. As of the Record Date, there were 23,590,308 Ordinary Shares outstanding. Holders of Ordinary
Shares as of the Record Date are entitled to one vote for each share held for each of the proposals.
A
list of shareholders entitled to vote at the Meeting will be available at the Meeting.
What
is the difference between holding shares as a shareholder of record and as a beneficial owner?
Shareholder
of Record. If your shares are registered directly in your name with our transfer agent, VStock Transfer, LLC., you are considered,
with respect to those shares, the “shareholder of record.” This proxy statement has been sent directly to you by us.
Beneficial
Owner. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial
owner” of shares held in street name. This proxy statement has been forwarded to you by your broker, bank or nominee who is considered,
with respect to those shares, the shareholder of record. As the beneficial owner, you have the right to direct your broker, bank or nominee
how to vote your shares by using the voting instructions included with your proxy materials.
How
do I vote my shares?
Shareholders
can vote in person at the Meeting or by proxy. There are three ways to vote by proxy:
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By
Internet — You can vote over the Internet by going to www.proxyvote.com. Have your proxy card in hand when you access
the web site and follow the instructions to obtain your records and to create an electronic voting instruction form; |
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By
Mail — You can vote by mail by signing, dating and mailing the enclosed proxy card;
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By
Phone - 1-800-690-6903. Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day
before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. |
If
you vote via the internet, your electronic vote authorizes the named proxies in the same manner as if you signed, dated, and returned
your proxy card. If you vote via the internet, do not return your proxy card.
If
your shares are held in the name of a bank, broker or other holder of record, you will receive instructions from the holder of record.
You must follow the instructions of the holder of record in order for your shares to be voted. Internet voting also will be offered to
shareholders owning shares through certain banks and brokers. If your shares are not registered in your own name and you plan to vote
your shares in person at the Meeting, you should contact your broker or agent to obtain a legal proxy or broker’s proxy card and
bring it to the Meeting in order to vote.
If
you vote by proxy, the individuals named on the proxy card (your “proxies”) will vote your shares in the manner you indicate.
You may specify how your shares should be voted for each of the proposals. If you grant a proxy without indicating your instructions,
your shares will be voted as follows:
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FOR the Share Capital Increase; |
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FOR the Share Consolidation; |
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FOR the amendment and restatement of the Articles of
Association to replace Article 63; |
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FOR the adoption of the Second Amended and Restated
Memorandum and Articles of Association; and |
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FOR the adjournment of the Meeting. |
What
constitutes a quorum?
According
to the Company’s Articles of Association, a meeting of shareholders is duly constituted if, at the commencement of the meeting,
there are present in person, through their authorised representative or by proxy two (2) Members entitled to vote and present in person
or by proxy or (in the case of a Member being a corporation) by its duly authorised representative representing not less than one-third
in nominal value of the total issued voting shares in the Company throughout the meeting on resolutions of Members to be considered at
the meeting.
What
is a broker “non-vote” and what is its effect on voting?
If
you are a beneficial owner of shares held in street name and do not provide the organization that holds your shares with specific voting
instructions, under the rules of various national and regional securities exchanges, the organization that holds your shares may generally
vote on routine matters but cannot vote on non-routine matters. If the organization that holds your shares does not receive instructions
from you on how to vote your shares on a non-routine matter, the organization that holds your shares does not have the authority to vote
on the matter with respect to those shares. This is generally referred to as a “broker non-vote.”
How
will shares be voted at the Meeting?
In
accordance with the articles of association of the Company, all resolutions put to the vote of the Meeting shall be decided by way of
a poll.
What
is required to approve each item?
● |
For
Proposal One, the affirmative vote of a simple majority of the votes cast by such shareholders as, being entitled to do so, vote
in person or by proxy at the Meeting, is required. |
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For
Proposal Two, the affirmative vote of a simple majority of the votes cast by such shareholders as, being entitled to do so, vote
in person or by proxy at the Meeting, is required. |
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For
Proposal Three, the affirmative vote of a majority not less than two-thirds of the votes cast by such shareholders as, being entitled
to do so, vote in person or by proxy at the Meeting, is required. |
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For
Proposal Four, the affirmative vote of a majority not less than two-thirds of the votes cast by such shareholders as, being entitled
to do so, vote in person or by proxy at the Meeting, is required. |
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For
Proposal Five, the affirmative vote of a simple majority of the votes cast by such shareholders as, being entitled to do so, vote
in person or by proxy at the Meeting, is required. |
For
the purpose of determining whether the shareholders have approved Proposal One, Proposal Three, Proposal Four and Proposal Five abstentions
and broker non-votes, if any, will not be counted as votes cast and will not affect the outcome of these Proposals. Abstentions will
be counted for purposes of determining whether there is a quorum present.
How
will Ordinary Shares represented by properly executed proxies be voted?
All
Ordinary Shares represented by proper proxies will, unless such proxies have previously been revoked, be voted in accordance with the
instructions indicated in such proxies. If you do not provide voting instructions, your shares will be voted in accordance with the Board’s
recommendations as set forth herein.
Can
I change my vote or revoke my proxy?
Any
shareholder executing a proxy has the power to revoke such proxy at any time prior to its exercise. You may revoke your proxy prior to
exercise by:
● |
filing
with us a written notice of revocation of your proxy, |
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submitting
a properly signed proxy card bearing a later date, |
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voting
over the Internet, or |
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voting
in person at the Meeting. |
What
does it mean if I receive more than one set of proxy materials?
If
your shares are registered under different names or are in more than one account, you may receive more than one set of proxy materials.
To ensure that all your shares are voted, please vote through the Internet using each personal identification number you are provided,
or complete, sign and date the multiple proxy cards relating to your multiple accounts. We encourage you whenever possible to have all
accounts registered in the same name and address. You can accomplish this by contacting our transfer agent, VStock Transfer, LLC. at
+1 212-828-8436.
Who
paid for this proxy solicitation?
The
cost of preparing, printing, assembling and mailing this proxy statement and other material furnished to shareholders in connection with
the solicitation of proxies is borne by us.
How
do I learn the results of the voting at the Meeting?
Preliminary
results will be announced at the Meeting. Final results will be published in a Report on Form 6-K filed with the SEC.
How
are proxies solicited?
In
addition to the mail solicitation of proxies, our officers, directors, employees and agents may solicit proxies by written communication,
telephone or personal call. These persons will receive no special compensation for any solicitation activities. We will reimburse banks,
brokers and other persons holding Ordinary Shares for their expenses in forwarding proxy solicitation materials to beneficial owners
of our Ordinary Shares.
What
is “householding?”
“Householding”
means that we deliver a single set of proxy materials when requested to households with multiple shareholders, provided certain conditions
are met. Householding reduces our printing and mailing costs.
If
you or another shareholder of record sharing your address would like to receive an additional copy of the proxy materials, we will promptly
deliver it to you upon your request by sending a written request by mail to:
Ohmyhome
Limited
11
Lorong 3 Toa Payoh
Block
B, #04-16/21, Jackson Square
Singapore
319579
If
you would like to opt out of householding in future mailings, or if you are currently receiving multiple mailings at one address and
would like to request householded mailings, you may do so by contacting our Corporate Secretary as indicated above.
Can
I receive future shareholder communications electronically through the Internet?
Yes.
You may elect to receive future notices of meetings, proxy materials and annual reports electronically through the Internet. To consent
to electronic delivery, vote your shares using the Internet. At the end of the Internet voting procedure, the on-screen Internet voting
instructions will tell you how to request future shareholder communications be sent to you electronically.
Once
you consent to electronic delivery, you must vote your shares using the Internet and your consent will remain in effect until withdrawn.
You may withdraw this consent at any time during the voting process and resume receiving shareholder communications in print form.
Whom
may I contact for further assistance?
If
you have any questions about giving your proxy or require any assistance, please contact us by mail, to:
Ohmyhome
Limited
11
Lorong 3 Toa Payoh
Block
B, #04-16/21, Jackson Square
Singapore
319579
PROPOSAL
ONE
TO
APPROVE THE SHARE CAPITAL INCREASE
Background
We
are proposing to increase the Company’s authorized share capital from USD 500,000.00 divided into 500,000,000 ordinary shares of
par value of USD 0.001 each to USD 75,000,000.00 divided into 75,000,000,000 ordinary shares of par value of USD 0.001
each by the creation of additional 74,500,000,000 ordinary shares of par value of USD 0.001 each to rank pari passu in all respects
with the existing shares in the capital of the Company.
Vote
Required
The
affirmative vote of a simple majority of the votes cast by such shareholders as, being entitled to do so, vote in person or by proxy
at the Meeting is required to approval this Proposal. Unless otherwise instructed on the proxy or unless authority to vote is withheld,
shares represented by executed proxies will be voted “FOR” this Proposal. Abstentions and broker non-votes, if any, will
not be counted as votes cast and will not affect the outcome of this Proposal, although they will be counted for purposes of determining
whether there is a quorum present.
Recommendation
of the Board of Directors
THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE “FOR” THIS PROPOSAL.
PROPOSAL
TWO
TO
APPROVE THE SHARE CONSOLIDATION OF THE COMPANY’S ISSUED AND UNISSUED ORDINARY SHARES
Background
We
are proposing (A) to approve a share consolidation of the Company’s issued and unissued ordinary shares at a ratio of one (1)-for-ten
(10), so that each 10 existing authorised and issued shares of par value USD 0.001 be consolidated into 1 new share of par value USD
0.01 (the “Share Consolidation”), such that immediately following the Share Consolidation, the authorised share capital of the Company of
USD 75,000,000.00 divided into 75,000,000,000 ordinary shares of par value USD 0.001 each shall become USD 75,000,000.00 divided into
7,500,000,000 ordinary shares of par value USD 0.01 each, provided that no fractional share shall arise from the Share Consolidation, and (B) to authorize
the Company to round down any fractional shares resulting from the Share Consolidation to the nearest whole ordinary share, and to authorize
the Board to do all other such acts and things as the Board considers necessary or desirable for the purposes of the transactions contemplated
by the Share Consolidation, including instructing the registered office provider or transfer agent of the Company to complete the necessary
corporate record(s) and filing(s) to reflect the Share Consolidation.
Purpose
of Share Consolidation
The
Company’s Ordinary Shares are listed on The Nasdaq Capital Market (“Nasdaq”) under the trading symbol of “OMH.”
In order for the Ordinary Shares to continue to be listed on Nasdaq, the Company must satisfy various listing standards established by
Nasdaq. Specifically, Nasdaq Listing Rule 5550(a)(2) requires that listed shares maintain a minimum bid price of US$1.00 per share (the
“Bid Price Rule”). Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the Minimum Bid Price Requirement exists
if the deficiency continues for a period of 30 consecutive trading days. Upon such failure, the Company will receive a written notice
from the Nasdaq Listing Qualifications Department and will be provided an initial compliance period of 180 calendar days to regain compliance
with the Bid Price Rule. If the Company does not regain compliance within the allotted compliance period, including any extensions that
may be granted by Nasdaq, Nasdaq will provide notice that the Company’s Ordinary Shares will be subject to delisting. The Company
would then be entitled to appeal Nasdaq’s determination to a Nasdaq Listing Qualifications Panel and request a hearing.
The
Board believes that the delisting of the Ordinary Shares from the Nasdaq Capital Market (“Nasdaq”) would likely result in
decreased liquidity. Such decreased liquidity would result in the increase in the volatility of the trading price of the Ordinary Shares,
a loss of current or future coverage by certain analysts and a diminution of institutional investor interest. In addition, the Board
believes that such delisting could also cause a loss of confidence of corporate partners, customers and employees, which could harm the
Company’s business and future prospects.
To
enhance the Company’s ability to retain the compliance with the bid price requirement and remain listed on Nasdaq, the Board believes
that it is in the best interest of the Company and the shareholders to authorize the Board to effectuate a share consolidation to increase
the market price of the Ordinary Shares to meet the bid price requirement if needed. As a result, the Board is soliciting shareholders’
approval of the authorization to the Board to effect the Share Consolidation within the Range to be determined by the Board in its sole
discretion within one year after the shareholders’ approval (and if the Board did not determine a ratio within such one-year period,
the Share Consolidation would not proceed and will be abandoned), and to provide authorization to the Board to settle as it considers
expedient any difficulty which arises in relation to any consolidation of Ordinary Shares of the Company to round up any fractions of
Ordinary Shares issued to or registered in the name of such shareholders of the Company following or as a result of the Share Consolidation.
In
evaluating whether or not to conduct the Share Consolidation, the Board also took into account various negative factors associated with
such corporate action. These factors include: the negative perception of share consolidation held by some investors, analysts and other
stock market participants; the fact that the share prices of some companies and the Company that have effected of share consolidation
have subsequently declined back to pre-consolidation levels; the adverse effect on liquidity that might be caused by a reduced number
of shares outstanding; and the costs associated with implementing a share consolidation.
The
Board considered these factors, and the potential harm of being delisted from Nasdaq. The Board determined that continued listing on
Nasdaq is in the best interest of the Company and its shareholders, and that the Share Consolidation is probably necessary to maintain
the listing of the Ordinary Shares on Nasdaq.
In
addition, there can be no assurance that, after the Share Consolidation, the Company would be able to maintain the listing of the Ordinary
Shares on Nasdaq. Nasdaq maintains several other continued listing requirements currently applicable to the listing of the Ordinary Shares.
Shareholders should recognize that if the Share Consolidation is effected, they will own a smaller number of Ordinary Shares than they
currently own. While the Company expects that the Share Consolidation will result in an increase in the market price of the Ordinary
Shares, it may not increase the market price of the Ordinary Shares in proportion to the reduction in the number of Ordinary Shares outstanding
or result in a permanent increase in the market price (which depends on many factors, including but not limited to our performance, prospects
and other factors that may be unrelated to the number of shares outstanding).
If
the Share Consolidation is effected and the market price of the Ordinary Shares declines, the percentage decline as an absolute number
and as a percentage of the Company’s overall market capitalization may be greater than would occur in the absence of the Share
Consolidation. Furthermore, the liquidity of the Ordinary Shares could be adversely affected by the reduced number of shares that would
be outstanding after the Share Consolidation. Accordingly, the Share Consolidation may not achieve the desired results that have been
outlined above.
Fractional
Shares
No
fractional shares shall be issued upon the Share Consolidation. Upon approval of this Proposal, the directors will be authorized to round
down any fractions of Ordinary Shares which would otherwise be issued to such shareholders of the Company who are entitled to fractional
shares following or as a result of the Share Consolidation.
Effects
of the Share Consolidation
Authorized
Shares and Unissued Shares
At
the time the Share Consolidation is effective, our authorized Ordinary Shares will be consolidated at the ratio of one (1)-for-ten (10),
so that each 10 existing authorised and unissued shares of par value USD 0.001 be consolidated into 1 new share of par value USD 0.01.
Issued
and Outstanding Shares
The
Share Consolidation will also reduce the number of issued and outstanding Ordinary Shares at the ratio of one (1)-for-ten (10), so that
each 10 existing authorised and issued shares of par value USD 0.001 be consolidated into 1 new share of par value USD 0.01.
Each
shareholder’s proportionate ownership of the issued and outstanding Ordinary Shares immediately following the effectiveness of
the Share Consolidation would remain the same, with the exception of adjustments related to the treatment of fractional shares (see above).
Proportionate
adjustments will be made based on the ratio of the Share Consolidation to the per share exercise price and the number of shares issuable
upon the exercise or conversion of all outstanding options, warrants, convertible or exchangeable securities entitling the holders to
purchase, exchange for, or convert into, our Ordinary Shares. This will result in approximately the same aggregate price being required
to be paid under such options, warrants, convertible or exchangeable securities upon exercise, and approximately the same value of Ordinary
Shares being delivered upon such exercise, exchange or conversion, immediately following the Share Consolidation as was the case immediately
preceding the Share Consolidation.
There
are no preferred shares currently issued and outstanding.
Procedure
for Implementing the Share Consolidation
As
soon as practicable after the effective date of the Share Consolidation, the Company’s shareholders will be notified that the Share
Consolidation has been effected through filing with SEC by the Company. The Company expects that its transfer agent, VStock Transfer
LLC, will act as exchange agent for purposes of implementing the exchange of share certificates. If needed, holders of pre-consolidation
shares will be asked to surrender to the exchange agent certificates representing pre-consolidation Ordinary Shares in exchange for certificates
representing post-consolidation Ordinary Shares or, in the case of holders of non-certificated shares, such proof of ownership as required
by the exchange agent, in accordance with the procedures to be set forth in a letter of transmittal that the Company will send to its
registered shareholders. No new share certificates will be issued to a shareholder until such shareholder has surrendered such shareholder’s
outstanding share certificate(s) together with the properly completed and executed letter of transmittal to the exchange agent.
SHAREHOLDERS
SHOULD NOT DESTROY ANY SHARE CERTIFICATE(S) AND SHOULD NOT SUBMIT ANY CERTIFICATE(S) UNTIL REQUESTED TO DO SO.
Banks,
brokers or other nominees will be instructed to effect the Share Consolidation for their beneficial holders holding shares in “street
name.” However, these banks, brokers or other nominees may have different procedures from those that apply to registered shareholders
for processing the Share Consolidation. If a shareholder holds shares with a bank, broker or other nominee and has any questions in this
regard, shareholders are encouraged to contact their bank, broker or other nominee.
Vote
Required
The
affirmative vote of a simple majority of the votes cast by such shareholders as, being entitled to do so, vote in person or by proxy
at the Meeting is required to approval this Proposal. Unless otherwise instructed on the proxy or unless authority to vote is withheld,
shares represented by executed proxies will be voted “FOR” this Proposal. Abstentions and broker non-votes, if any, will
not be counted as votes cast and will not affect the outcome of this Proposal, although they will be counted for purposes of determining
whether there is a quorum present.
Recommendation
of the Board of Directors
THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE “FOR” THIS PROPOSAL.
PROPOSAL
THREE
TO
AMEND AND RESTATE THE COMPANY’S ARTICLES OF ASSOCIATION
TO
REPLACE EXISTING ARTICLE 63
General
We
are proposing to amend and restate the Company’s Articles of Association to replace existing Article 63 with the following new
Article 63:
“63.
If within thirty (30) minutes (or such longer time not exceeding one hour as the chairman of the meeting may determine to wait) after
the time appointed for the meeting a quorum is not present, the meeting shall stand adjourned to the same day in the next week at the
same time and (where applicable) same place(s) or to such time and (where applicable) such place(s) and in such form and manner referred
to in Article 58 as the Board may absolutely determine. if at the reconvened meeting a quorum is not present within half an hour from
the time appointed for the meeting to commence, the Members present shall be the quorum.”
Purpose
The
amendment and restatement of the Company’s Articles of Association to replace Article 63 is to provide the Company and the Board
more flexibility in holding meetings of shareholders.
Potential
Effects
If
shareholders approve this proposal, the amendment and restatement of the Articles of Association of the Company by the deletion of existing
Article 63 and its replacement of the above new Article 63 will become effective upon the required approval from shareholders being obtained.
Vote
Required
This
Proposal requires the affirmative (“FOR”) vote of at least two-thirds of votes cast by shareholders present or represented
by proxy and entitled to vote at the Annual General Meeting. Unless otherwise instructed on the proxy or unless authority to vote is
withheld, shares represented by executed proxies will be voted “FOR” this proposal. Abstentions or broker non-votes, if any,
will not be counted as votes cast, although abstentions and broker non-votes will be counted for purposes of determining whether there
is a quorum present.
Recommendation
of the Board of Directors
THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE “FOR” THIS PROPOSAL.
PROPOSAL
FOUR
TO
APPROVE AND ADOPT THE SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE COMPANY
Background
We
are proposing, subject to and conditional upon the passing of Proposal One, Proposal Two and Proposal Three, to approve by special resolution
the amendment and restatement of the Company’s existing Memorandum and Articles of Association in the form of the Second Amended
and Restated Memorandum and Articles of Association, with proposed changes marked-up against the existing Memorandum and Articles of
Association and attached as an Annex A hereto, to reflect the above Share Capital Increase, the Share Consolidation and
the Meeting Amendment, if approved. Upon receipt of the approval of the shareholders of the Company by a special resolution, the Second
Amended and Restated Memorandum and Articles of Association of the Company be adopted as the Memorandum and Articles of the Association
of the Company with immediate effect (subject to and conditional upon the passing of Proposal One, Proposal Two and Proposal Three),
to the exclusion of the existing Memorandum and Articles of Association.
Vote
Required
The
affirmative vote of a majority of not less than two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in
person or by proxy at the Meeting is required to approval this Proposal. Unless otherwise instructed on the proxy or unless authority
to vote is withheld, shares represented by executed proxies will be voted “FOR” this Proposal. Abstentions and broker non-votes,
if any, will not be counted as votes cast and will not affect the outcome of this Proposal, although they will be counted for purposes
of determining whether there is a quorum present.
Recommendation
of the Board of Directors
THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE “FOR” THIS PROPOSAL.
PROPOSAL
FIVE
ADJOURNMENT
OF THE MEETING TO A LATER DATE OR DATES, IF NECESSARY, TO PERMIT FURTHER SOLICITATION AND VOTE OF PROXIES IN THE EVENT THAT THERE ARE
INSUFFICIENT VOTES FOR, OR OTHERWISE IN CONNECTION WITH, THE APPROVAL OF PROPOSAL ONE, PROPOSAL TWO, PROPOSAL THREE AND PROPOSAL FOUR
Proposal
Five, if adopted, will allow the chairman of the Meeting to adjourn the Meeting to a later date or dates to permit further solicitation
of proxies. This Proposal will only be presented to our shareholders in the event that there are insufficient votes for, or otherwise
in connection with, the approval of the other proposals.
If
Proposal Five is not approved by our shareholders, the chairman of the Meeting may not be able to adjourn the Meeting to a later date
in the event that there are insufficient votes for, or otherwise in connection with, the approval of Proposal One, Proposal Two, Proposal
Three and Proposal Four.
Vote
Required
This
Proposal requires the affirmative (“FOR”) vote of a simple majority of such shareholders as, being entitled to do so, vote
in person or by proxy at the Meeting. Unless otherwise instructed on the proxy or unless authority to vote is withheld, shares represented
by executed proxies will be voted “FOR” this Proposal. Abstentions, if any, will not be counted as votes cast and will not
affect the outcome of this Proposal, although they will be counted for purposes of determining whether there is a quorum present. If
shareholders hold their shares through a broker, bank or other nominee and do not instruct them how to vote, the broker may have authority
to vote the shares for this Proposal, which is considered a routine matter.
Board
of Directors’ Recommendation
THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE “FOR” THIS PROPOSAL.
OTHER
MATTERS
As
of the date of this Proxy Statement, the Board of Directors has no knowledge of any business which will be presented for consideration
at the Meeting other than the Share Capital Increase, the Share Consolidation, the amendments to the Amended and Restated Memorandum
and Articles of Association, and the adjournment of the Meeting to a later date or dates, if necessary.
WHERE
YOU CAN FIND MORE INFORMATION
The
Company files reports and other documents with the SEC under the Exchange Act. The Company’s SEC filings made electronically through
the SEC’s EDGAR system are available to the public at the SEC’s website at http://www.sec.gov. You may also read and
copy any document we file with the SEC at the SEC’s public reference room located at 100 F Street, NE, Room 1580, Washington, DC
20549. Please call the SEC at (800) SEC-0330 for further information on the operation of the public reference room.
Date:
January 10, 2025 |
By |
Order
of the Board of Directors |
|
|
|
|
|
/s/
Rhonda Wong |
|
|
Rhonda
Wong
Chief
Executive Officer, Chief Financial Officer, and Director |
Annex A
THE
COMPANIES ACT (AS REVISED)
EXEMPTED
COMPANY LIMITED BY SHARES
THE
AMENDED AND RESTATED
MEMORANDUM
OF ASSOCIATION
OF
Ohmyhome
Limited
(Adopted
by way of a special resolution passed on January 24, 2025
with
effect from January 24, 2025)
| 1. | The
name of the Company is Ohmyhome Limited. |
| 2. | The
registered office of the Company shall be at the offices of Cricket Square, Hutchins Drive,
P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands. |
| 3. | Subject
to the following provisions of this Memorandum, the objects for which the Company is established
are unrestricted and shall include, but without limitation: |
| (a) | to
act and perform all the functions of a holding company in all its branches and to coordinate
the policy and administration of any subsidiary company or companies wherever incorporated
or carrying on business or of any group of companies of which the Company or any subsidiary
company is a member or which are in any manner controlled directly or indirectly by the Company; |
| (b) | to
act as an investment company and for that purpose to subscribe, acquire, hold, dispose, sell,
deal in or trade upon any terms, whether conditionally or absolutely, shares, stock, debentures,
debenture stock, annuities, notes, mortgages, bonds, obligations and securities, foreign
exchange, foreign currency deposits and commodities, issued or guaranteed by any company
wherever incorporated, or by any government, sovereign, ruler, commissioners, public body
or authority, supreme, municipal, local or otherwise, by original subscription, tender, purchase,
exchange, underwriting, participation in syndicates or in any other manner and whether or
not fully paid up, and to meet calls thereon. |
| 4. | Subject
to the following provisions of this Memorandum, the Company shall have and be capable of
exercising all the functions of a natural person of full capacity irrespective of any question
of corporate benefit, as provided by Section 27(2) of the Companies Act. |
| 5. | Nothing
in this Memorandum shall permit the Company to carry on a business for which a licence is
required under the laws of the Cayman Islands unless duly licensed. |
| 6. | The
Company shall 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 clause 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. |
| 7. | The
liability of each member is limited to the amount from time to time unpaid on such member’s
shares. |
| 8. | The
share capital of the Company is US$75,000,000 divided into 7,500,000,000 shares
of a nominal or par value of US$0.01 each with the power for the Company, insofar as is permitted
by law, to redeem or purchase any of its shares and to increase or reduce the said share
capital subject to the provisions of the Companies Act (As Revised) and the Articles of Association
of the Company and to issue any part of its capital, whether original, redeemed or increased,
with or without any preference, priority or special privilege or subject to any postponement
of rights or to any conditions or restrictions; and so that, unless the conditions of issue
shall otherwise expressly declare, every issue of shares, whether declared to be preference
or otherwise, shall be subject to the power hereinbefore contained. |
| 9. | The
Company may exercise the power contained in the Companies Act to deregister in the Cayman
Islands and be registered by way of continuation in another jurisdiction. |
The
Companies Act (As Revised)
Exempted
Company Limited by Shares
THE
AMENDED AND RESTATED
ARTICLES
OF ASSOCIATION
OF
Ohmyhome
Limited
(Adopted
by way of a special resolution passed on January 24, 2025
with
effect from January 24, 2025)
I
N D E X
SUBJECT |
Article
No. |
|
|
Table
A |
1 |
Interpretation |
1 |
Share
Capital |
6 |
Alteration
Of Capital |
7-8 |
Share
Rights |
8 |
Variation
Of Rights |
8-9 |
Shares |
9-10 |
Share
Certificates |
10-11 |
Lien |
11-12 |
Calls
On Shares |
12-13 |
Forfeiture
Of Shares |
13-14 |
Register
Of Members |
15 |
Record
Dates |
15 |
Transfer
Of Shares |
16-17 |
Transmission
Of Shares |
17-18 |
Untraceable
Members |
18 |
General
Meetings |
19 |
Notice
Of General Meetings |
19-20 |
Proceedings
At General Meetings |
20-24 |
Voting |
24-26 |
Proxies |
26-27 |
Corporations
Acting By Representatives |
28 |
No
Action By Written Resolutions Of Members |
28 |
Board
Of Directors |
28-29 |
Disqualification
Of Directors |
29 |
Executive
Directors |
30 |
Alternate
Directors |
30-31 |
Directors’
Fees And Expenses |
31 |
Directors’
Interests |
31-33 |
General
Powers Of The Directors |
33-35 |
Borrowing
Powers |
35 |
Proceedings
Of The Directors |
36-37 |
Audit
Committee |
37 |
Officers |
38 |
Register
of Directors and Officers |
38 |
Minutes |
38 |
Seal |
39 |
Authentication
Of Documents |
39 |
Destruction
Of Documents |
40 |
Dividends
And Other Payments |
41-44 |
Reserves |
45 |
Capitalisation |
45 |
Subscription
Rights Reserve |
46-47 |
Accounting
Records |
47 |
Audit |
48 |
Notices |
48-50 |
Signatures |
50 |
Winding
Up |
50 |
Indemnity |
51 |
Financial
Year End |
51 |
Amendment
To Memorandum and Articles of Association And
Name of Company |
51 |
Information |
51 |
TABLE
A
1.
The regulations in Table A in the Schedule to the Companies Act (As Revised) do not apply to the Company.
INTERPRETATION
2.
(1) In these Articles, unless the context otherwise requires, the words standing in the first column of the following table shall bear
the meaning set opposite them respectively in the second column.
WORD |
MEANING
|
|
|
“Act” |
The
Companies Act, Cap. 22 (As Revised)of the Cayman Islands.
|
|
|
“Articles” |
these
Articles in their present form or as supplemented or amended or substituted from time to
time.
|
|
|
“Audit
Committee” |
the
audit committee of the Company formed by the Board pursuant to Article 123 hereof, or any successor audit committee. |
|
|
“Auditor” |
the
independent auditor of the Company which shall be an internationally recognized firm of independent accountants. |
|
|
“Board”
or “Directors” |
the
board of directors of the Company or the directors present at a meeting of directors of the Company at which a quorum is present. |
|
|
“capital” |
the
share capital from time to time of the Company. |
|
|
“clear
days” |
in
relation to the period of a notice, that period excluding the day when the notice is given or deemed to be given and the day for
which it is given or on which it is to take effect. |
|
|
“clearing
house” |
a
clearing house recognised by the laws of the jurisdiction in which the shares of the Company (or depositary receipts therefor) are
listed or quoted on a stock exchange or interdealer quotation system in such jurisdiction. |
|
|
“Company” |
Ohmyhome
Limited |
|
|
“competent
regulatory authority” |
a
competent regulatory authority in the territory where the shares of the Company (or depositary receipts therefor) are listed or quoted
on a stock exchange or interdealer quotation system in such territory. |
“debenture”
and “debenture holder” |
include
debenture stock and debenture stockholder respectively. |
|
|
“Designated
Stock Exchange” |
the
stock exchange in the United States of America on which any shares are listed for trading.
|
|
|
“dollars”
and “$” |
dollars,
the legal currency of the United States of America.
|
|
|
“electronic
communication” |
a
communication sent, transmitted, conveyed and received by wire, by radio, by optical means or by other similar means in any form
through any medium. |
|
|
“electronic
meeting” |
a
general meeting held and conducted wholly and exclusively by virtual attendance and participation
by Members and/or proxies by means of electronic facilities.
|
|
|
“Exchange
Act” |
the
Securities Exchange Act of 1934, as amended. |
|
|
“head
office” |
such
office of the Company as the Directors may from time to time determine to be the principal
office of the Company.
|
|
|
“hybrid
meeting” |
a
general meeting convened for the (i) physical attendance by Members and/or proxies at the Principal Meeting Place and where applicable,
one or more Meeting Locations and (ii) virtual attendance and participation by Members and/or proxies by means of electronic facilities. |
|
|
“Meeting
Location” |
has
the meaning given to it in Article 65A.
|
|
|
“Independent
Director” |
a
director who is an independent director as defined in the applicable rules and regulations
of the Designated Stock Exchange.
|
|
|
“Member” |
a
duly registered holder from time to time of the shares in the capital of the Company. |
|
|
“Memorandum
of Association” |
the
memorandum of association of the Company, as amended from time to time. |
|
|
“month” |
a
calendar month. |
|
|
“Notice” |
written
notice unless otherwise specifically stated and as further defined in these Articles. |
“Office” |
the
registered office of the Company for the time being. |
“ordinary
resolution” |
a
resolution shall be an ordinary resolution when it has been passed by a simple majority of votes cast by such Members as, being entitled
so to do, vote in person or, in the case of any Member being a corporation, by its duly authorised representative or, where proxies
are allowed, by proxy at a general meeting of which Notice has been duly given in accordance with Article 60; |
|
|
“paid
up” |
paid
up or credited as paid up.
|
“physical
meeting” |
a
general meeting held and conducted by physical attendance and participation by Members and/or proxies at the Principal Meeting Place
and/or where applicable, one or more Meeting Locations. |
|
|
“Principal
Meeting Place” |
shall
have the meaning given to it in Article 60(2).
|
“Register” |
the
principal register and where applicable, any branch register of Members of the Company to be maintained at such place within or outside
the Cayman Islands as the Board shall determine from time to time. |
|
|
“Registration
Office” |
in
respect of any class of share capital such place as the Board may from time to time determine to keep a branch register of Members
in respect of that class of share capital and where (except in cases where the Board otherwise directs) the transfers or other documents
of title for such class of share capital are to be lodged for registration and are to be registered. |
|
|
“SEC” |
the
United States Securities and Exchange Commission. |
|
|
“Securities
Act” |
mean
the U.S. Securities Act 1933 as amended, or any
similar
federal statute and the rules and regulations of the SEC thereunder as the same shall be in effect from time to time. |
|
|
“Seal” |
common
seal or any one or more duplicate seals of the Company (including a securities seal) for use in the Cayman Islands or in any place
outside the Cayman Islands. |
|
|
“Secretary” |
any
person, firm or corporation appointed by the Board to perform any of the duties of secretary of the Company and includes any assistant,
deputy, temporary or acting secretary. |
“shares” |
ordinary
shares of par value US$0.01 each.
|
|
|
“special
resolution” |
a
resolution shall be a special resolution when it has been passed by a majority of not less
than two-thirds of votes cast by such Members as, being entitled so to do, vote in person
or, in the case of such Members as are corporations, by their respective duly authorised
representative or, where proxies are allowed, by proxy at a general meeting of which Notice
has been duly given in accordance with Article 60;
|
|
|
|
a
special resolution shall be effective for any purpose for which an ordinary resolution is expressed to be required under any provision
of these Articles or the Statutes. |
|
|
“Statutes” |
the
Act and every other law of the Legislature of the Cayman Islands for the time being in force applying to or affecting the Company,
its Memorandum of Association and/or these Articles. |
|
|
“year” |
a
calendar year. |
| (2) | In
these Articles, unless there be something within the subject or context inconsistent with
such construction: |
| (a) | words
importing the singular include the plural and vice versa; |
| (b) | words
importing a gender include both gender and the neuter; |
| (c) | words
importing persons include companies, associations and bodies of persons whether corporate
or not; |
| (i) | “may”
shall be construed as permissive; |
| (ii) | “shall”
or “will” shall be construed as imperative; |
| (e) | expressions
referring to writing shall, unless the contrary intention appears, be construed as including
printing, lithography, email, facsimile, photography and other modes of representing or reproducing
words or figures in a legible and non-transitory form or, to the extent permitted by and
in accordance with the Statutes and other applicable laws, rules and regulations, any visible
substitute for writing (including an electronic communication), or modes of representing
or reproducing words partly in one visible form and partly in another visible form, and including
where the representation takes the form of electronic display, or represented by any other
substitute or format for storage or transmission for writing or partly one and partly another
provided that both the mode of service of the relevant document or Notice and the Member’s
election comply with all applicable Statutes, rules and regulations; |
| (f) | any
requirement as to delivery under the Articles include delivery in the form of an electronic
record (as defined in the Electronic Transactions Act of the Cayman Islands) or an electronic
communication; |
| | |
| (g) | references
to any law, ordinance, statute or statutory provision shall be interpreted as relating to
any statutory modification or re-enactment thereof for the time being in force; |
| (h) | save
as aforesaid words and expressions defined in the Statutes shall bear the same meanings in
these Articles if not inconsistent with the subject in the context; |
| (i) | references
to a document (including, but without limitation, a resolution in writing) being signed or
executed include references to it being signed or executed under hand or under seal or by
electronic signature or by electronic communication or by any other method and references
to a Notice or document include a Notice or document recorded or stored in any digital, electronic,
electrical, magnetic or other retrievable form or medium and information in visible form
whether having physical substance or not; |
| (j) | Sections
8 and 19 of the Electronic Transaction Act of the Cayman Islands, as amended from time to
time, shall not apply to these Articles to the extent it imposes obligations or requirements
in addition to those set out in these Articles; |
| (k) | the
right of a Member to speak at an electronic meeting or a hybrid meeting shall include the
right to raise questions or make statements to the chairman of the meeting, verbally or in
written form, by means of electronic facilities. Such a right shall be deemed to have been
duly exercised if the questions or statements may be heard or seen by all or only some of
the persons present at the meeting (or only by the chairman of the meeting) in which event
the chairman of the meeting shall relay the questions raised or the statements made verbatim
to all persons present at the meeting, either orally or in writing using electronic facilities; |
| (l) | a
reference to a meeting shall mean a meeting convened and held in any manner permitted by
these Articles and any Member or Director attending and participating at a meeting by means
of electronic facilities shall be deemed to be present at that meeting for all purposes of
the Statutes and these Articles, and attend, participate, attending, participating, attendance
and participation shall be construed accordingly; |
| (m) | references
to a person’s participation in the business of a general meeting include without limitation
and as relevant the right (including, in the case of a corporation, through a duly authorised
representative) to speak or communicate, vote, be represented by a proxy and have access
in hard copy or electronic form to all documents which are required by the Statutes or these
Articles to be made available at the meeting, and participate and participating in the business
of a general meeting shall be construed accordingly; |
| (n) | references
to electronic facilities include, without limitation, website addresses, webinars, webcast,
video or any form of conference call systems (telephone, video, web or otherwise; |
| (o) | where
a Member is a corporation, any reference in these Articles to a Member shall, where the context
requires, refer to a duly authorised representative of such Member; and |
| (p) | references
to “in the ordinary course of business” and comparable expressions mean the ordinary
and usual course of business of the relevant party, consistent in all material respects (including
nature and scope) with the prior practice of such party. |
SHARE
CAPITAL
3.
(1) The share capital of the Company at the date on which these Articles come into effect shall be divided into shares of a par value
of US$0.01 each.
(2)
Subject to the Act, the Company’s Memorandum and Articles of Association and, where applicable, the rules and regulations of the
Designated Stock Exchange and/or any competent regulatory authority, the Company shall have the power to purchase or otherwise acquire
its own shares and such power shall be exercisable by the Board in such manner, upon such terms and subject to such conditions as it
in its absolute discretion thinks fit and any determination by the Board of the manner of purchase shall be deemed authorized by these
Articles for purposes of the Act. Subject to the Act, the Company is hereby authorized to make payments in respect of a redemption or
purchase of its own shares in any manner authorized by the Act, including out of its capital. The purchase of any share shall not oblige
the Company to purchase any other share other than as may be required pursuant to applicable law and any other contractual obligations
of the Company.
(3)
The Company is authorised to hold treasury shares in accordance with the Act and may designate as treasury shares any of its shares that
it purchases or redeems, or any share surrendered to it subject to the rules and regulations of the Designated Stock Exchange and/or
any competent regulatory authority. Shares held by the Company as treasury shares shall continue to be classified as treasury shares
until such shares are either cancelled or transferred as the Board may determine on such terms and subject to such conditions as it in
its absolute discretion thinks fits in accordance with the Act subject to the rules and regulations of the Designated Stock Exchange
and/or any competent regulatory authority.
(4) The
Company may accept the surrender for no consideration of any fully paid share unless, as a result of such surrender, there would no longer
be any issued shares of the Company other than shares held as treasury shares.
(5) No
share shall be issued to bearer.
ALTERATION
OF CAPITAL
4.
The Company may from time to time by ordinary resolution in accordance with the Act alter the conditions of its Memorandum of Association
to:
| (a) | increase
its capital by such sum, to be divided into shares of such amounts, as the resolution shall
prescribe; |
| (b) | consolidate
and divide all or any of its capital into shares of larger amount than its existing shares; |
| (c) | without
prejudice to the powers of the Board under Article 13, divide its shares into several classes
and without prejudice to any special rights previously conferred on the holders of existing
shares attach thereto respectively any preferential, deferred, qualified or special rights,
privileges, conditions or such restrictions which in the absence of any such determination
by the Company in general meeting, as the Directors may determine provided always that, for
the avoidance of doubt, where a class of shares has been authorized by the Company no resolution
of the Company in general meeting is required for the issuance of shares of that class and
the Directors may issue shares of that class and determine such rights, privileges, conditions
or restrictions attaching thereto as aforesaid, and further provided that where the Company
issues shares which do not carry voting rights, the words “non-voting” shall
appear in the designation of such shares and where the equity capital includes shares with
different voting rights, the designation of each class of shares, other than those with the
most favourable voting rights, must include the words “restricted voting” or
“limited voting”; |
| (d) | sub-divide
its shares, or any of them, into shares of smaller amount than is fixed by the Memorandum
of Association (subject, nevertheless, to the Act), and may by such resolution determine
that, as between the holders of the shares resulting from such sub-division, one or more
of the shares may have any such preferred, deferred or other rights or be subject to any
such restrictions as compared with the other or others as the Company has power to attach
to unissued or new shares; |
| (e) | cancel
any shares which, at the date of the passing of the resolution, have not been taken, or agreed
to be taken, by any person, and diminish the amount of its capital by the amount of the shares
so cancelled or, in the case of shares, without par value, diminish the number of shares
into which its capital is divided. |
5.
The Board may settle as it considers expedient any difficulty which arises in relation to any consolidation and division under the Article
4 and in particular but without prejudice to the generality of the foregoing may issue certificates in respect of fractions of shares
or arrange for the sale of the shares representing fractions and the distribution of the net proceeds of sale (after deduction of the
expenses of such sale) in due proportion amongst the Members who would have been entitled to the fractions, and for this purpose the
Board may authorise any person to transfer the shares representing fractions to their purchaser or resolve that such net proceeds be
paid to the Company for the Company’s benefit. Such purchaser will not be bound to see to the application of the purchase money
nor will his title to the shares be affected by any irregularity or invalidity in the proceedings relating to the sale.
6.
The Company may from time to time by special resolution, subject to any confirmation or consent required by the Act, reduce its share
capital or any capital redemption reserve or other undistributable reserve in any manner permitted by law.
7.
Except so far as otherwise provided by the conditions of issue, or by these Articles, any capital raised by the creation of new shares
shall be treated as if it formed part of the original capital of the Company, and such shares shall be subject to the provisions contained
in these Articles with reference to the payment of calls and instalments, transfer and transmission, forfeiture, lien, cancellation,
surrender, voting and otherwise.
SHARE
RIGHTS
8.
Subject to the provisions of the Act, the rules and regulations of the Designated Stock Exchange and the Memorandum and Articles of Association
and to any special rights conferred on the holders of any shares or class of shares, and without prejudice to Article 13 hereof, any
share in the Company (whether forming part of the present capital or not) may be issued with or have attached thereto such rights or
restrictions whether in regard to dividend, voting, return of capital or otherwise as the Board may determine, including without limitation
on terms that they may be, or at the option of the Company or the holder are, liable to be redeemed on such terms and in such manner,
including out of capital, as the Board may deem fit.
9.
Subject to the Act, the rules and regulations of the Designated Stock Exchange and the Memorandum and Articles of Association, and to
any special rights conferred on the holders of any shares or attaching to any class of shares, shares may be issued on the terms that
may be or at the option of the Company or the holder are, liable to be redeemed on such terms and in such manner, including out of capital,
as the Board may deem fit.
10.
Subject to Article 13(1), the Memorandum of Association and any resolution of the Members to the contrary and without prejudice to any
special rights conferred thereby on the holders of any other shares or class of shares, the share capital of the Company shall be divided
into shares of a single class the holders of which shall, subject to these Articles:
| (a) | be
entitled to one vote per share; |
| (b) | be
entitled to such dividends as the Board may from time to time declare; |
| (c) | in
the event of a winding up or dissolution of the Company, whether voluntary or involuntary
or for the purpose of a reorganisation or otherwise or upon any distribution of capital,
be entitled to the surplus assets of the Company; and |
| (d) | generally,
be entitled to enjoy all of the rights attaching to shares. |
VARIATION
OF RIGHTS
11.
Subject to the Act and without prejudice to Article 8, all or any of the special rights for the time being attached to the shares or
any class of shares may, unless otherwise provided by the terms of issue of the shares of that class, from time to time (whether or not
the Company is being wound up) be varied, modified or abrogated with the sanction of a special resolution passed at a separate general
meeting of the holders of the shares of that class. To every such separate general meeting all the provisions of these Articles relating
to general meetings of the Company shall, mutatis mutandis, apply, but so that:
| (a) | notwithstanding
Article 59 which shall not apply to this Article 11, separate general meetings of the holders
of a class or series of shares may be called only by (i) the Chairman of the Board, or (ii)
a majority of the entire Board (unless otherwise specifically provided by the terms of issue
of the shares of such class or series). Nothing in this Article 11 shall be deemed to give
any Member or Members the right to call a class or series meeting; |
| (b) | the
necessary quorum (whether at a separate general meeting or at its adjourned meeting) shall
be a person or persons or (in the case of a Member being a corporation) its duly authorized
representative together holding or representing by proxy not less than one-third in nominal
value or par value of the issued shares of that class (but so that if at any adjourned meeting
of such holders a quorum as above defined is not present, those Members who are present shall
form a quorum (whatever the number of shares held by them)); |
| (c) | every
holder of shares of the class shall be entitled on a poll to one vote for every such share
held by him; and |
| (d) | any
holder of shares of the class present in person or by proxy or authorised representative
may demand a poll. |
12.
The special rights conferred upon the holders of any shares or class of shares shall not, unless otherwise expressly provided in the
rights attaching to or the terms of issue of such shares, be deemed to be varied, modified or abrogated by the creation or issue of further
shares ranking pari passu therewith.
SHARES
13.
(1) Subject to the Act, these Articles and, where applicable, the rules and regulations of the Designated Stock Exchange and without
prejudice to any special rights or restrictions for the time being attached to any shares or any class of shares, the unissued shares
of the Company (whether forming part of the original or any increased capital) shall be at the disposal of the Board, which may offer,
allot, grant options over or otherwise dispose of them to such persons, at such times and for such consideration and upon such terms
and conditions as the Board may in its absolute discretion determine but so that no shares shall be issued at a discount to their nominal
value. In particular and without prejudice to the generality of the foregoing, the Board is hereby empowered to authorize by resolution
or resolutions from time to time the issuance of one or more classes or series of preferred shares and to fix the designations, powers,
preferences and relative, participating, optional and other rights, if any, and the qualifications, limitations and restrictions thereof,
if any, including, without limitation, the number of shares constituting each such class or series, dividend rights, conversion rights,
redemption privileges, voting powers, full or limited or no voting powers, and liquidation preferences, and to increase or decrease the
size of any such class or series (but not below the number of shares of any class or series of preferred shares then outstanding) to
the extent permitted by the Act. Without limiting the generality of the foregoing, the resolution or resolutions providing for the establishment
of any class or series of preferred shares may, to the extent permitted by law, provide that such class or series shall be superior to,
rank equally with or be junior to the preferred shares of any other class or series.
(2) Neither
the Company nor the Board shall be obliged, when making or granting any allotment of, offer of, option over or disposal of shares, to
make, or make available, any such allotment, offer, option or shares to Members or others with registered addresses in any particular
territory or territories being a territory or territories where, in the absence of a registration statement or other special formalities,
this would or might, in the opinion of the Board, be unlawful or impracticable. Members affected as a result of the foregoing sentence
shall not be, or be deemed to be, a separate class of members for any purpose whatsoever. Except as otherwise expressly provided in the
resolution or resolutions providing for the establishment of any class or series of preferred shares, no vote of the holders of preferred
shares or ordinary shares shall be a prerequisite to the issuance of any shares of any class or series of the preferred shares authorized
by and complying with the conditions of the Memorandum and Articles of Association.
(3) The
Board may issue options, warrants or convertible securities or securities of similar nature conferring the right upon the holders thereof
to subscribe for, purchase or receive any class of shares or securities in the capital of the Company on such terms as it may from time
to time determine.
14.
The Company may in connection with the issue of any shares exercise all powers of paying commission and brokerage conferred or permitted
by the Act. Subject to the Act, the commission may be satisfied by the payment of cash or by the allotment of fully or partly paid shares
or partly in one and partly in the other.
15.
Except as required by law, no person shall be recognised by the Company as holding any share upon any trust and the Company shall not
be bound by or required in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest
in any share or any fractional part of a share or (except only as otherwise provided by these Articles or by law) any other rights in
respect of any share except an absolute right to the entirety thereof in the registered holder.
16.
Subject to the Act and these Articles, the Board may at any time after the allotment of shares but before any person has been entered
in the Register as the holder, recognise a renunciation thereof by the allottee in favour of some other person and may accord to any
allottee of a share a right to effect such renunciation upon and subject to such terms and conditions as the Board considers fit to impose.
SHARE
CERTIFICATES
17.
Every share certificate shall be issued under the Seal or a facsimile thereof or with the Seal printed thereon and shall specify the
number and class and distinguishing numbers (if any) of the shares to which it relates, and the amount paid up thereon and may otherwise
be in such form as the Directors may from time to time determine. No certificate shall be issued representing shares of more than one
class. The Board may by resolution determine, either generally or in any particular case or cases, that any signatures on any such certificates
(or certificates in respect of other securities) need not be autographic but may be affixed to such certificates by some mechanical means
or may be printed thereon.
18.
(1) In the case of a share held jointly by several persons, the Company shall not be bound to issue more than one certificate therefor
and delivery of a certificate to one of several joint holders shall be sufficient delivery to all such holders.
(2) Where
a share stands in the names of two or more persons, the person first named in the Register shall as regards service of notices and, subject
to the provisions of these Articles, all or any other matters connected with the Company, except the transfer of the shares, be deemed
the sole holder thereof.
19.
The Company is not obliged to issue a share certificate to a Member unless the Member requests it in writing from the Company. Every
person whose name is entered, upon an allotment of shares, as a Member in the Register shall be entitled without payment, to receive
one certificate for all such shares of any one class or several certificates each for one or more of such shares of such class upon payment
for every certificate after the first of such reasonable out-of-pocket expenses as the Board from time to time determines.
20.
Share certificates shall be issued within the relevant time limit as prescribed by the Act or as the Designated Stock Exchange may from
time to time determine, whichever is the shorter, after allotment or, except in the case of a transfer which the Company is for the time
being entitled to refuse to register and does not register, after lodgment of a transfer with the Company. Every share certificate of
the Company shall bear legends required under the applicable laws, including the Securities Act.
21.
(1) Upon every transfer of shares the certificate held by the transferor shall be given up to be cancelled, and shall forthwith be cancelled
accordingly, and a new certificate shall be issued to the transferee in respect of the shares transferred to him at such fee as is provided
in paragraph (2) of this Article 21. If any of the shares included in the certificate so given up shall be retained by the transferor
a new certificate for the balance shall be issued to him at the aforesaid fee payable by the transferor to the Company in respect thereof.
(2)
The fee referred to in paragraph (1) above shall be an amount not exceeding the relevant maximum amount as the Designated Stock Exchange
may from time to time determine provided that the Board may at any time determine a lower amount for such fee.
22.
If a share certificate shall be damaged or defaced or alleged to have been lost, stolen or destroyed a new certificate representing the
same shares may be issued to the relevant Member upon request and on payment of such fee as the Board may determine and, subject to compliance
with such terms (if any) as to evidence and indemnity and to payment of the costs and reasonable out-of-pocket expenses of the Company
in investigating such evidence and preparing such indemnity as the Board may think fit and, in case of damage or defacement, on delivery
of the old certificate to the Company provided always that where share warrants have been issued, no new share warrant shall be issued
to replace one that has been lost unless the Board has determined that the original has been destroyed.
LIEN
23.
The Company shall have a first and paramount lien on every share (not being a fully paid share) for all moneys (whether presently payable
or not) called or payable at a fixed time in respect of that share. The Company shall also have a first and paramount lien on every share
(not being a fully paid share) registered in the name of a Member (whether or not jointly with other Members) for all amounts of money
presently payable by such Member or his estate to the Company whether the same shall have been incurred before or after notice to the
Company of any equitable or other interest of any person other than such member, and whether the period for the payment or discharge
of the same shall have actually become due or not, and notwithstanding that the same are joint debts or liabilities of such Member or
his estate and any other person, whether a Member or not. The Company’s lien on a share shall extend to all dividends or other
moneys payable thereon or in respect thereof. The Board may at any time, generally or in any particular case, waive any lien that has
arisen or declare any share exempt in whole or in part, from the provisions of this Article 23.
24.
Subject to these Articles, the Company may sell in such manner as the Board determines any share on which the Company has a lien, but
no sale shall be made unless some sum in respect of which the lien exists is presently payable, or the liability or engagement in respect
of which such lien exists is liable to be presently fulfilled or discharged nor until the expiration of fourteen (14) clear days after
a notice in writing, stating and demanding payment of the sum presently payable, or specifying the liability or engagement and demanding
fulfilment or discharge thereof and giving notice of the intention to sell in default, has been served on the registered holder for the
time being of the share or the person entitled thereto by reason of his death or bankruptcy.
25.
The net proceeds of the sale shall be received by the Company and applied in or towards payment or discharge of the debt or liability
in respect of which the lien exists, so far as the same is presently payable, and any residue shall (subject to a like lien for debts
or liabilities not presently payable as existed upon the share prior to the sale) be paid to the person entitled to the share at the
time of the sale. To give effect to any such sale the Board may authorise some person to transfer the shares sold to the purchaser thereof.
The purchaser shall be registered as the holder of the shares so transferred and he shall not be bound to see to the application of the
purchase money, nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings relating to the sale.
CALLS
ON SHARES
26.
Subject to these Articles and to the terms of allotment, the Board may from time to time make calls upon the Members in respect of any
moneys unpaid on their shares (whether on account of the nominal value of the shares or by way of premium), and each Member shall (subject
to being given at least fourteen (14) clear days’ Notice specifying the time and place of payment) pay to the Company as required
by such notice the amount called on his shares. A call may be extended, postponed or revoked in whole or in part as the Board determines
but no Member shall be entitled to any such extension, postponement or revocation except as a matter of grace and favour.
27.
A call shall be deemed to have been made at the time when the resolution of the Board authorising the call was passed and may be made
payable either in one lump sum or by instalments.
28.
A person upon whom a call is made shall remain liable for calls made upon him notwithstanding the subsequent transfer of the shares in
respect of which the call was made. The joint holders of a share shall be jointly and severally liable to pay all calls and instalments
due in respect thereof or other moneys due in respect thereof.
29.
If a sum called in respect of a share is not paid before or on the day appointed for payment thereof, the person from whom the sum is
due shall pay interest on the amount unpaid from the day appointed for payment thereof to the time of actual payment at such rate (not
exceeding twenty per cent. (20%) per annum) as the Board may determine, but the Board may in its absolute discretion waive payment of
such interest in whole or in part.
30.
No Member shall be entitled to receive any dividend or bonus or to be present and vote (save as proxy for another Member) at any general
meeting either personally or by proxy, or be reckoned in a quorum, or exercise any other privilege as a Member until all calls or instalments
due by him to the Company, whether alone or jointly with any other person, together with interest and expenses (if any) shall have been
paid.
31.
On the trial or hearing of any action or other proceedings for the recovery of any money due for any call, it shall be sufficient to
prove that the name of the Member sued is entered in the Register as the holder, or one of the holders, of the shares in respect of which
such debt accrued, that the resolution making the call is duly recorded in the minute book, and that notice of such call was duly given
to the Member sued, in pursuance of these Articles; and it shall not be necessary to prove the appointment of the Directors who made
such call, nor any other matters whatsoever, but the proof of the matters aforesaid shall be conclusive evidence of the debt.
32.
Any amount payable in respect of a share upon allotment or at any fixed date, whether in respect of nominal value or premium or as an
instalment of a call, shall be deemed to be a call duly made and payable on the date fixed for payment and if it is not paid the provisions
of these Articles shall apply as if that amount had become due and payable by virtue of a call duly made and notified.
33.
On the issue of shares the Board may differentiate between the allottees or holders as to the amount of calls to be paid and the times
of payment.
34.
The Board may, if it thinks fit, receive from any Member willing to advance the same, and either in money or money’s worth, all
or any part of the moneys uncalled and unpaid or instalments payable upon any shares held by him and upon all or any of the moneys so
advanced (until the same would, but for such advance, become presently payable) pay interest at such rate (if any) as the Board may decide.
The Board may at any time repay the amount so advanced upon giving to such Member not less than one (1) month’s Notice of its intention
in that behalf, unless before the expiration of such notice the amount so advanced shall have been called up on the shares in respect
of which it was advanced. Such payment in advance shall not entitle the holder of such share or shares to participate in respect thereof
in a dividend subsequently declared.
FORFEITURE
OF SHARES
35.
(1) If a call remains unpaid after it has become due and payable the Board may give to the person from whom it is due not less than fourteen
(14) clear days’ Notice:
| (a) | requiring
payment of the amount unpaid together with any interest which may have accrued and which
may still accrue up to the date of actual payment; and |
| (b) | stating
that if the Notice is not complied with the shares on which the call was made will be liable
to be forfeited. |
(2) If
the requirements of any such Notice are not complied with, any share in respect of which such Notice has been given may at any time thereafter,
before payment of all calls and interest due in respect thereof has been made, be forfeited by a resolution of the Board to that effect,
and such forfeiture shall include all dividends and bonuses declared in respect of the forfeited share but not actually paid before the
forfeiture.
36.
When any share has been forfeited, notice of the forfeiture shall be served upon the person who was before forfeiture the holder of the
share. No forfeiture shall be invalidated by any omission or neglect to give such Notice.
37.
The Board may accept the surrender of any share liable to be forfeited hereunder and, in such case, references in these Articles to forfeiture
will include surrender.
38.
Any share so forfeited shall be deemed the property of the Company and may be sold, re-allotted or otherwise disposed of to such person,
upon such terms and in such manner as the Board determines, and at any time before a sale, re-allotment or disposition the forfeiture
may be annulled by the Board on such terms as the Board determines.
39.
A person whose shares have been forfeited shall cease to be a Member in respect of the forfeited shares but nevertheless shall remain
liable to pay the Company all moneys which at the date of forfeiture were presently payable by him to the Company in respect of the shares,
with (if the Board shall in its discretion so requires) interest thereon from the date of forfeiture until payment at such rate (not
exceeding twenty per cent. (20%) per annum) as the Board shall determine. The Board may enforce payment thereof if it thinks fit, and
without any deduction or allowance for the value of the forfeited shares, at the date of forfeiture, but his liability shall cease if
and when the Company shall have received payment in full of all such moneys in respect of the shares. For the purposes of this Article
39 any sum which, by the terms of issue of a share, is payable thereon at a fixed time which is subsequent to the date of forfeiture,
whether on account of the nominal value of the share or by way of premium, shall notwithstanding that time has not yet arrived be deemed
to be payable at the date of forfeiture, and the same shall become due and payable immediately upon the forfeiture, but interest thereon
shall only be payable in respect of any period between the said fixed time and the date of actual payment.
40.
A declaration by a Director or the Secretary that a share has been forfeited on a specified date shall be conclusive evidence of the
facts therein stated as against all persons claiming to be entitled to the share, and such declaration shall (subject to the execution
of an instrument of transfer by the Company if necessary) constitute a good title to the share, and the person to whom the share is disposed
of shall be registered as the holder of the share and shall not be bound to see to the application of the consideration (if any), nor
shall his title to the share be affected by any irregularity in or invalidity of the proceedings in reference to the forfeiture, sale
or disposal of the share. When any share shall have been forfeited, notice of the declaration shall be given to the Member in whose name
it stood immediately prior to the forfeiture, and an entry of the forfeiture, with the date thereof, shall forthwith be made in the Register,
but no forfeiture shall be in any manner invalidated by any omission or neglect to give such notice or make any such entry.
41.
Notwithstanding any such forfeiture as aforesaid the Board may at any time, before any shares so forfeited shall have been sold, re-allotted
or otherwise disposed of, permit the shares forfeited to be bought back upon the terms of payment of all calls and interest due upon
and expenses incurred in respect of the share, and upon such further terms (if any) as it thinks fit.
42.
The forfeiture of a share shall not prejudice the right of the Company to any call already made or instalment payable thereon.
43.
The provisions of these Articles as to forfeiture shall apply in the case of non-payment of any sum which, by the terms of issue of a
share, becomes payable at a fixed time, whether on account of the nominal value of the share or by way of premium, as if the same had
been payable by virtue of a call duly made and notified.
REGISTER
OF MEMBERS
44.
(1) The Company shall keep in one or more books a Register of its Members and shall enter therein the following particulars, that is
to say:
| (a) | the
name and address of each Member, the number and class of shares held by him and the amount
paid or agreed to be considered as paid on such shares; |
| (b) | the
date on which each person was entered in the Register; and |
| (c) | the
date on which any person ceased to be a Member. |
(2) The
Company may keep an overseas or local or other branch register of Members resident in any place, and the Board may make and vary such
regulations as it determines in respect of the keeping of any such register and maintaining a Registration Office in connection therewith.
45.
The Register and branch register of Members, as the case may be, shall be open to inspection for such times and on such days as the Board
shall determine by Members without charge or by any other person, upon a maximum payment of $2.50 or such other sum specified by the
Board, at the Office or Registration Office or such other place at which the Register is kept in accordance with the Act. The Register
including any overseas or local or other branch register of Members may, after compliance with any notice requirements of the Designated
Stock Exchange or by any electronic means in such manner as may be accepted by the Designated Stock Exchange to that effect, be closed
for inspection at such times or for such periods not exceeding in the whole thirty (30) days in each year as the Board may determine
and either generally or in respect of any class of shares.
RECORD
DATES
46.
For the purpose of determining the Members entitled to notice of or to vote at any general meeting, or any adjournment thereof, or entitled
to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution
or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of shares or for the
purpose of any other lawful action, the Board may fix, in advance, a date as the record date for any such determination of Members, which
date shall not be more than sixty (60) days nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days
prior to any other such action.
If
the Board does not fix a record date for any general meeting, the record date for determining the Members entitled to a notice of or
to vote at such meeting shall be at the close of business on the day next preceding the day on which notice is given, or, if in accordance
with these Articles notice is waived, at the close of business on the day next preceding the day on which the meeting is held. The record
date for determining the Members for any other purpose shall be at the close of business on the day on which the Board adopts the resolution
relating thereto.
A
determination of the Members of record entitled to notice of or to vote at a meeting of the Members shall apply to any adjournment of
the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting.
TRANSFER
OF SHARES
47.
(1) Subject to these Articles, any Member may transfer all or any of his shares by an instrument of transfer in the usual or common form
or in a form prescribed by the Designated Stock Exchange or in any other form approved by the Board and may be under hand or, if the
transferor or transferee is a clearing house or a central depository house or its nominee(s), by hand or by machine imprinted signature
or by such other manner of execution as the Board may approve from time to time.
(2) Notwithstanding
the provisions of subparagraph (1) above, for so long as any shares are listed on the Designated Stock Exchange, titles to such listed
shares may be evidenced and transferred in accordance with the laws applicable to and the rules and regulations of the Designated Stock
Exchange that are or shall be applicable to such listed shares. The register of members of the Company in respect of its listed shares
(whether the Register or a branch register) may be kept by recording the particulars required by Section 40 of the Act in a form otherwise
than legible if such recording otherwise complies with the laws applicable to and the rules and regulations of the Designated Stock Exchange
that are or shall be applicable to such listed shares.
48.
The instrument of transfer shall be executed by or on behalf of the transferor and the transferee provided that the Board may dispense
with the execution of the instrument of transfer by the transferee in any case which it thinks fit in its discretion to do so. Without
prejudice to Article 47, the Board may also resolve, either generally or in any particular case, upon request by either the transferor
or transferee, to accept mechanically executed transfers. The transferor shall be deemed to remain the holder of the share until the
name of the transferee is entered in the Register in respect thereof. Nothing in these Articles shall preclude the Board from recognising
a renunciation of the allotment or provisional allotment of any share by the allottee in favour of some other person.
49.
(1) The Board may, in its absolute discretion, and without giving any reason therefor, refuse to register a transfer of any share (not
being a fully paid up share) to a person of whom it does not approve, or any share issued under any share incentive scheme for employees
upon which a restriction on transfer imposed thereby still subsists, and it may also, without prejudice to the foregoing generality,
refuse to register a transfer of any share to more than four joint holders or a transfer of any share (not being a fully paid up share)
on which the Company has a lien.
(2) The
Board in so far as permitted by any applicable law may, in its absolute discretion, at any time and from time to time transfer any share
upon the Register to any branch register or any share on any branch register to the Register or any other branch register. In the event
of any such transfer, the shareholder requesting such transfer shall bear the cost of effecting the transfer unless the Board otherwise
determines.
(3) Unless
the Board otherwise agrees (which agreement may be on such terms and subject to such conditions as the Board in its absolute discretion
may from time to time determine, and which agreement the Board shall, without giving any reason therefor, be entitled in its absolute
discretion to give or withhold), no shares upon the Register shall be transferred to any branch register nor shall shares on any branch
register be transferred to the Register or any other branch register and all transfers and other documents of title shall be lodged for
registration, and registered, in the case of any shares on a branch register, at the relevant Registration Office, and, in the case of
any shares on the Register, at the Office or such other place at which the Register is kept in accordance with the Act.
50.
Without limiting the generality of the Article 49, the Board may decline to recognise any instrument of transfer unless:-
| (a) | a
fee of such maximum sum as the Designated Stock Exchange may determine to be payable or such
lesser sum as the Board may from time to time require is paid to the Company in respect thereof; |
| (b) | the
instrument of transfer is in respect of only one class of share; |
| (c) | the
instrument of transfer is lodged at the Office or such other place at which the Register
is kept in accordance with the Act or the Registration Office (as the case may be) accompanied
by the relevant share certificate(s) and such other evidence as the Board may reasonably
require to show the right of the transferor to make the transfer (and, if the instrument
of transfer is executed by some other person on his behalf, the authority of that person
so to do); and |
| (d) | if
applicable, the instrument of transfer is duly and properly stamped. |
51.
If the Board refuses to register a transfer of any share, it shall, within two months after the date on which the transfer was lodged
with the Company, send to each of the transferor and transferee notice of the refusal.
52.
The registration of transfers of shares or of any class of shares may, after compliance with any notice requirement of the Designated
Stock Exchange, be suspended at such times and for such periods (not exceeding in the whole thirty (30) days in any year) as the Board
may determine. The period of thirty (30) days may be extended for a further period or periods not exceeding thirty (30) days in respect
of any year if approved by the Members by ordinary resolution.
TRANSMISSION
OF SHARES
53.
If a Member dies, the survivor or survivors where the deceased was a joint holder, and his legal personal representatives where he was
a sole or only surviving holder, will be the only persons recognised by the Company as having any title to his interest in the shares;
but nothing in this Article will release the estate of a deceased Member (whether sole or joint) from any liability in respect of any
share which had been solely or jointly held by him.
54.
Any person becoming entitled to a share in consequence of the death or bankruptcy or winding-up of a Member may, upon such evidence as
to his title being produced as may be required by the Board, elect either to become the holder of the share or to have some person nominated
by him registered as the transferee thereof. If he elects to become the holder he shall notify the Company in writing either at the Registration
Office or the Office, as the case may be, to that effect. If he elects to have another person registered he shall execute a transfer
of the share in favour of that person. The provisions of these Articles relating to the transfer and registration of transfers of shares
shall apply to such notice or transfer as aforesaid as if the death or bankruptcy of the Member had not occurred and the notice or transfer
were a transfer signed by such Member.
55.
A person becoming entitled to a share by reason of the death or bankruptcy or winding-up of a Member shall be entitled to the same dividends
and other advantages to which he would be entitled if he were the registered holder of the share. However, the Board may, if it thinks
fit, withhold the payment of any dividend payable or other advantages in respect of such share until such person shall become the registered
holder of the share or shall have effectually transferred such share, but, subject to the requirements of Article 76(2) being met, such
a person may vote at meetings.
UNTRACEABLE
MEMBERS
56.
(1) Without prejudice to the rights of the Company under paragraph (2) of this Article 56, the Company may cease sending cheques for
dividend entitlements or dividend warrants by post if such cheques or warrants have been left uncashed on two consecutive occasions.
However, the Company may exercise the power to cease sending cheques for dividend entitlements or dividend warrants after the first occasion
on which such a cheque or warrant is returned undelivered.
(2) The
Company shall have the power to sell, in such manner as the Board thinks fit, any shares of a Member who is untraceable, but no such
sale shall be made unless:
| (a) | all
cheques or warrants in respect of dividends of the shares in question, being not less than
three in total number, for any sum payable in cash to the holder of such shares in respect
of them sent during the relevant period in the manner authorised by the Articles have remained
uncashed; |
| (b) | so
far as it is aware at the end of the relevant period, the Company has not at any time during
the relevant period received any indication of the existence of the Member who is the holder
of such shares or of a person entitled to such shares by death, bankruptcy or operation of
law; and |
| (c) | the
Company, if so required by the rules governing the listing of shares on the Designated Stock
Exchange, has given notice to, and caused advertisement in newspapers to be made in accordance
with the requirements of, the Designated Stock Exchange of its intention to sell such shares
in the manner required by the Designated Stock Exchange, and a period of three (3) months
or such shorter period as may be allowed by the Designated Stock Exchange has elapsed since
the date of such advertisement. |
For
the purpose of the foregoing, the “relevant period” means the period commencing twelve (12) years before the date of publication
of the advertisement referred to in paragraph (c) of this Article and ending at the expiry of the period referred to in that paragraph.
(3) To
give effect to any such sale the Board may authorise some person to transfer the said shares and an instrument of transfer signed or
otherwise executed by or on behalf of such person shall be as effective as if it had been executed by the registered holder or the person
entitled by transmission to such shares, and the purchaser shall not be bound to see to the application of the purchase money nor shall
his title to the shares be affected by any irregularity or invalidity in the proceedings relating to the sale. The net proceeds of the
sale will belong to the Company and upon receipt by the Company of such net proceeds it shall become indebted to the former Member for
an amount equal to such net proceeds. No trust shall be created in respect of such debt and no interest shall be payable in respect of
it and the Company shall not be required to account for any money earned from the net proceeds which may be employed in the business
of the Company or as it thinks fit. Any sale under this Article shall be valid and effective notwithstanding that the Member holding
the shares sold is dead, bankrupt or otherwise under any legal disability or incapacity.
GENERAL
MEETINGS
57.
The Company shall, if required by the Statute, in each year hold a general meeting as its annual general meeting, and shall specify the
meeting as such in the notices calling it. An annual general meeting of the Company shall be held at such time and place as may be determined
by the Board.
58.
Each general meeting, other than an annual general meeting, shall be called an extraordinary general meeting. All General meetings (including
an annual general meeting, any adjourned general meeting or postponed meeting) may be held as a physical meeting at such times and in
any part of the world and at one or more locations as provided in Article 65A, as a hybrid meeting or as an electronic meeting, as may
be determined by the Board in its absolute discretion.
59.
A majority of the Board or the Chairman of the Board may call extraordinary general meetings, which extraordinary general meetings shall
be held at such times and locations (as permitted hereby) as such person or persons shall determine. Any one or more Members holding
not less than one-third of all votes attaching to the total issued and paid up share capital of the Company at the date of deposit of
the requisition shall at all times have the right, by written requisition to the Board or the Secretary of the Company, to require an
extraordinary general meeting to be called by the Board for the transaction of any business specified in such requisition; and such meeting
shall be held within two (2) months after the deposit of such requisition. If within twenty one (21) days of such deposit the Board fails
to proceed to convene such meeting the requisitionist(s) himself (themselves) may do so in the same manner, and all reasonable expenses
incurred by the requisitionist(s) as a result of the failure of the Board shall be reimbursed to the requisitionist(s) by the Company.
NOTICE
OF GENERAL MEETINGS
60.
(1) An annual general meeting and any extraordinary general meeting may be called by not less than ten (10) clear days’ Notice
but a general meeting may be called by shorter notice, subject to the Act, if it is so agreed:
| (a) | in
the case of a meeting called as an annual general meeting, by all the Members entitled to
attend and vote thereat; and |
| (b) | in
the case of any other meeting, by a majority in number of the Members having the right to
attend and vote at the meeting, being a majority together holding not less than ninety-five
per cent. (95%) in nominal value of the issued shares giving that right. |
(2) The
notice shall specify (a) the time and place of the meeting, (b) save for an electronic meeting, the place of the meeting and if there
is more than one meeting location as determined by the Board pursuant to Article 65A, the principal place of the meeting (the “Principal
Meeting Place”), (c) if the general meeting is to be a hybrid meeting or an electronic meeting, the Notice shall include a
statement to that effect and with details of the electronic facilities for attendance and participation by electronic means at the meeting
or where such details will be made available by the Company prior to the meeting, and (d) in case of special business, the general nature
of the business. The notice convening an annual general meeting shall specify the meeting as such. Notice of every general meeting shall
be given to all Members other than to such Members as, under the provisions of these Articles or the terms of issue of the shares they
hold, are not entitled to receive such notices from the Company, to all persons entitled to a share in consequence of the death or bankruptcy
or winding-up of a Member and to each of the Directors.
61.
The accidental omission to give Notice of a meeting or (in cases where instruments of proxy are sent out with the Notice) to send such
instrument of proxy to, or the non-receipt of such Notice or such instrument of proxy by, any person entitled to receive such Notice
shall not invalidate any resolution passed or the proceedings at that meeting.
PROCEEDINGS
AT GENERAL MEETINGS
62.
(1) All business shall be deemed special that is transacted at an extraordinary general meeting, and also all business that is transacted
at an annual general meeting, with the exception of:
| (a) | the
declaration and sanctioning of dividends; and |
| (b) | consideration
and adoption of the accounts and balance sheet and the reports of the Directors and Auditors
and other documents required to be annexed to the balance sheet. |
(2) No
business other than the appointment of a chairman of a meeting shall be transacted at any general meeting unless a quorum is present
at the commencement of the business. At any general meeting of the Company, two (2) Members entitled to vote and present in person or
by proxy or (in the case of a Member being a corporation) by its duly authorised representative representing not less than one-third
in nominal value of the total issued voting shares in the Company throughout the meeting shall form a quorum for all purposes.
63.
If within thirty (30) minutes (or such longer time not exceeding one hour as the chairman of the meeting may determine to wait) after
the time appointed for the meeting a quorum is not present, the meeting shall stand adjourned to the same day in the next week at the
same time and (where applicable) same place(s) or to such time and (where applicable) such place(s) and in such form and manner referred
to in Article 58 as the Board may absolutely determine. If at such adjourned meeting a quorum is not present within half an hour from
the time appointed for holding the meeting, the members present shall be the quorum.
64.
(1) The Chairman of the Board shall preside as chairman at every general meeting. If at any meeting the chairman is not present within
fifteen (15) minutes after the time appointed for holding the meeting, or is not willing to act as chairman, the Directors present shall
choose one of their number to act, or if one Director only is present he shall preside as chairman if willing to act. If no Director
is present, or if each of the Directors present declines to take the chair, or if the chairman chosen shall retire from the chair, the
Members present in person or by its duly authorised representative or by proxy and entitled to vote shall elect one of their number to
be chairman.
(2) If
the chairman of a general meeting is participating in the general meeting using an electronic facility or facilities and becomes unable
to participate in the general meeting using such electronic facility or facilities, another person (determined in accordance with Article
64(1) above) shall preside as chairman of the meeting unless and until the original chairman of the meeting is able to participate in
the general meeting using the electronic facility or facilities
65.
The chairman may adjourn the meeting from time to time (or indefinitely) and/or from place to place(s) and/or from one form to another
(a physical meeting, a hybrid meeting or an electronic meeting), but no business shall be transacted at any adjourned meeting other than
the business which might lawfully have been transacted at the meeting had the adjournment not taken place. When a meeting is adjourned
for fourteen (14) days or more, at least seven (7) clear days’ notice of the adjourned meeting shall be given specifying the time
and place of the adjourned meeting but it shall not be necessary to specify in such notice the nature of the business to be transacted
at the adjourned meeting and the general nature of the business to be transacted. Save as aforesaid, it shall be unnecessary to give
notice of an adjournment.
65A.
(1) The Board may, at its absolute discretion, arrange for persons entitled to attend a general meeting to do so by simultaneous attendance
and participation by means of electronic facilities at such location or locations (“Meeting Location(s)”) determined
by the Board at its absolute discretion. Any Member or any proxy attending and participating in such way or any Member or proxy attending
and participating in an electronic meeting or a hybrid meeting by means of electronic facilities is deemed to be present at and shall
be counted in the quorum of the meeting.
(2) All
general meetings are subject to the following and, where appropriate, all references to a “Member” or “Members”
in this sub-paragraph (2) shall include a proxy or proxies respectively:
| (a) | where
a Member is attending a Meeting Location and/or in the case of a hybrid meeting, the meeting
shall be treated as having commenced if it has commenced at the Principal Meeting Place; |
| (b) | Members
present in person or by proxy at a Meeting Location and/or Members attending and participating
in an electronic meeting or a hybrid meeting by means of electronic facilities shall be counted
in the quorum for and entitled to vote at the meeting in question, and that meeting shall
be duly constituted and its proceedings valid provided that the chairman of the meeting is
satisfied that adequate electronic facilities are available throughout the meeting to ensure
that Members at all Meeting Locations and Members participating in an electronic meeting
or a hybrid meeting by means of electronic facilities are able to participate in the business
for which the meeting has been convened; |
| (c) | where
Members attend a meeting by being present at one of the Meeting Locations and/or where Members
participating in an electronic meeting or a hybrid meeting by means of electronic facilities,
a failure (for any reason) of the electronic facilities or communication equipment, or any
other failure in the arrangements for enabling those in a Meeting Location other than the
Principal Meeting Place to participate in the business for which the meeting has been convened
or in the case of an electronic meeting or a hybrid meeting, the inability of one or more
Members or proxies to access, or continue to access, the electronic facilities despite adequate
electronic facilities having been made available by the Company, shall not affect the validity
of the meeting or the resolutions passed, or any business conducted there or any action taken
pursuant to such business provided that there is a quorum present throughout the meeting. |
| (d) | if
any of the Meeting Locations is not in the same jurisdiction as the Principal Meeting Place
and/or in the case of a hybrid meeting, the provisions of these Articles concerning the service
and giving of Notice for the meeting, and the time for lodging proxies, shall apply by reference
to the Principal Meeting Place; and in the case of an electronic meeting, the time for lodging
proxies shall be as stated in the Notice for the meeting. |
65B.
The Board and, at any general meeting, the chairman of the meeting may from time to time make arrangements for managing attendance and/or
participation and/or voting at the Principal Meeting Place, any Meeting Location(s) and/or participation in an electronic meeting or
a hybrid meeting by means of electronic facilities (whether involving the issue of tickets or some other means of identification, passcode,
seat reservation, electronic voting or otherwise) as it shall in its absolute discretion consider appropriate, and may from time to time
change any such arrangements, provided that a Member who, pursuant to such arrangements, is not entitled to attend, in person or by proxy,
at any Meeting Location shall be entitled so to attend at one of the other Meeting Locations; and the entitlement of any Member so to
attend the meeting or adjourned meeting or postponed meeting at such Meeting Location or Meeting Locations shall be subject to any such
arrangement as may be for the time being in force and by the Notice of meeting or adjourned meeting or postponed meeting stated to apply
to the meeting.
65C.
If it appears to the chairman of the general meeting that:
| (a) | the
electronic facilities at the Principal Meeting Place or at such other Meeting Location(s)
at which the meeting may be attended have become inadequate for the purposes referred to
in Article 65A(1) or are otherwise not sufficient to allow the meeting to be conducted substantially
in accordance with the provisions set out in the Notice of the meeting; or |
| (b) | in
the case of an electronic meeting or a hybrid meeting, electronic facilities being made available
by the Company have become inadequate; or |
| (c) | it
is not possible to ascertain the view of those present or to give all persons entitled to
do so a reasonable opportunity to communicate and/or vote at the meeting; or |
| (d) | there
is violence or the threat of violence, unruly behaviour or other disruption occurring at
the meeting or it is not possible to secure the proper and orderly conduct of the meeting; |
then,
without prejudice to any other power which the chairman of the meeting may have under these Articles or at common law, the chairman may,
at his/her absolute discretion, without the consent of the meeting, and before or after the meeting has started and irrespective of whether
a quorum is present, interrupt or adjourn the meeting (including adjournment for indefinite period). All business conducted at the meeting
up to the time of such adjournment shall be valid.
65D.
The Board and, at any general meeting, the chairman of the meeting may make any arrangement and impose any requirement or restriction
the Board or the chairman of the meeting, as the case may be, considers appropriate to ensure the security and orderly conduct of a meeting
(including, without limitation, requirements for evidence of identity to be produced by those attending the meeting, the searching of
their personal property and the restriction of items that may be taken into the meeting place, determining the number and frequency of
and the time allowed for questions that may be raised at a meeting). Members shall also comply with all requirements or restrictions
imposed by the owner of the premises at which the meeting is held. Any decision made under this Article shall be final and conclusive
and a person who refuses to comply with any such arrangements, requirements or restrictions may be refused entry to the meeting or ejected
(physically or electronically) from the meeting.
65E.
If, after the sending of Notice of a general meeting but before the meeting is held, or after the adjournment of a meeting but before
the adjourned meeting is held (whether or not Notice of the adjourned meeting is required), the Directors, in their absolute discretion,
consider that it is inappropriate, impracticable, unreasonable or undesirable for any reason to hold the general meeting on the date
or at the time or place or by means of electronic facilities specified in the Notice calling the meeting, they may change or postpone
the meeting to another date, time and/or place and/or change the electronic facilities and/or change the form of the meeting (a physical
meeting, an electronic meeting or a hybrid meeting) without approval from the Members. Without prejudice to the generality of the foregoing,
the Directors shall have the power to provide in every Notice calling a general meeting the circumstances in which a postponement of
the relevant general meeting may occur automatically without further notice, including without limitation where a number 8 or higher
typhoon signal, black rainstorm warning or other similar event is in force at any time on the day of the meeting. This Article shall
be subject to the following:
| (a) | when
a meeting is so postponed, the Company shall endeavour to post a Notice of such postponement
on the Company’s website as soon as practicable (provided that failure to post such
a Notice shall not affect the automatic postponement of a meeting); |
| (b) | when
only the form of the meeting or electronic facilities specified in the Notice are changed,
the Board shall notify the Members of details of such change in such manner as the Board
may determine; |
| (c) | when
a meeting is postponed or changed in accordance with this Article, subject to and without
prejudice to Article 65, unless already specified in the original Notice of the meeting,
the Board shall fix the date, time, place (if applicable) and electronic facilities (if applicable)
for the postponed or changed meeting and shall notify the Members of such details in such
manner as the Board may determine; further all proxy forms shall be valid (unless revoked
or replaced by a new proxy) if they are received as required by these Articles not less than
48 hours before the time of the postponed meeting; and |
| (d) | Notice
of the business to be transacted at the postponed or changed meeting shall not be required,
nor shall any accompanying documents be required to be recirculated, provided that the business
to be transacted at the postponed or changed meeting is the same as that set out in the original
Notice of general meeting circulated to the Members. |
65F.
All persons seeking to attend and participate in an electronic meeting or a hybrid meeting shall be responsible for maintaining adequate
facilities to enable them to do so. Subject to Article 65C, any inability of a person or persons to attend or participate in a general
meeting by way of electronic facilities shall not invalidate the proceedings of and/or resolutions passed at that meeting.
65G.
Without prejudice to other provisions in Article 65, a physical meeting may also be held by means of such telephone, electronic or other
communication facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously,
and participation in such a meeting shall constitute presence in person at such meeting
66.
If an amendment is proposed to any resolution under consideration but is in good faith ruled out of order by the chairman of the meeting,
the proceedings on the substantive resolution shall not be invalidated by any error in such ruling. In the case of a resolution duly
proposed as a special resolution, no amendment thereto (other than a mere clerical amendment to correct a patent error) may in any event
be considered or voted upon.
VOTING
67.
Holders of shares have the right to receive notice of, attend, speak and vote at general meetings of the Company. Subject to any special
rights or restrictions as to voting for the time being attached to any shares by or in accordance with these Articles, at any general
meeting all resolutions put to the vote of a meeting shall be decided by way of a poll. On a poll every Member present in person or by
proxy or, in the case of a Member being a corporation, by its duly authorised representative shall have one vote for every fully paid
share of which he is the holder but so that no amount paid up or credited as paid up on a share in advance of calls or instalments is
treated for the foregoing purposes as paid up on the share.
68.
The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. The Company shall only be
required to disclose the voting figures on a poll if such disclosure is required by the rules and regulations of the Designated Stock
Exchange.
69.
On a poll votes may be given either personally or by proxy.
70.
A person entitled to more than one vote on a poll need not use all his votes or cast all the votes he uses in the same way.
71.
All questions submitted to a meeting shall be decided by a simple majority of votes except where a greater majority is required by these
Articles, by the Act or the rules and regulations of the Designated Stock Exchange. In the case of an equality of votes, the chairman
of such meeting shall be entitled to a second or casting vote in addition to any other vote he may have.
72.
Where there are joint holders of any share any one of such joint holders may vote, either in person or by proxy, in respect of such share
as if he were solely entitled thereto, but if more than one of such joint holders be present at any meeting the vote of the senior holder
who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for
this purpose seniority shall be determined by the order in which the names stand in the Register in respect of the joint holding. Several
executors or administrators of a deceased Member in whose name any share stands shall for the purposes of this Article be deemed joint
holders thereof.
73.
A Member who is a patient for any purpose relating to mental health or in respect of whom an order has been made by any court having
jurisdiction for the protection or management of the affairs of persons incapable of managing their own affairs may vote by his receiver,
committee, curator bonis or other person in the nature of a receiver, committee or curator bonis appointed by such court,
and such receiver, committee, curator bonis or other person may vote on a poll by proxy, and may otherwise act and be treated
as if he were the registered holder of such shares for the purposes of general meetings, provided that such evidence as the Board may
require of the authority of the person claiming to vote shall have been deposited at the Office, head office or Registration Office,
as appropriate, not less than forty-eight (48) hours before the time appointed for holding the meeting, or adjourned meeting or postponed
meeting, or poll, as the case may be.
74.
Any person entitled under Article 54 to be registered as the holder of any shares may vote at any general meeting in respect thereof
in the same manner as if he were the registered holder of such shares, provided that forty-eight (48) hours at least before the time
of the holding of the meeting or adjourned meeting or postponed meeting, as the case may be, at which he proposes to vote, he shall satisfy
the Board of his entitlement to such shares, or the Board shall have previously admitted his right to vote at such meeting in respect
thereof.
75.
No Member shall, unless the Board otherwise determines, be entitled to attend and vote and to be reckoned in a quorum at any general
meeting unless he is duly registered and all calls or other sums presently payable by him in respect of shares in the Company have been
paid.
76.
If:
| (a) | any
objection shall be raised to the qualification of any voter; or |
| (b) | any
votes have been counted which ought not to have been counted or which might have been rejected;
or |
| (c) | any
votes are not counted which ought to have been counted; |
the
objection or error shall not vitiate the decision of the meeting or adjourned meeting on any resolution unless the same is raised or
pointed out at the meeting or, as the case may be, the adjourned meeting at which the vote objected to is given or tendered or at which
the error occurs. Any objection or error shall be referred to the chairman of the meeting and shall only vitiate the decision of the
meeting on any resolution if the chairman decides that the same may have affected the decision of the meeting. The decision of the chairman
on such matters shall be final and conclusive.
PROXIES
77.
Any Member entitled to attend and vote at a meeting of the Company shall be entitled to appoint another person as his proxy to attend
and vote instead of him.
78.
A Member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at a general
meeting of the Company or at a class meeting.
79.
A proxy need not be a Member. In addition, a proxy or proxies representing either a Member who is an individual or a Member which is
a corporation shall be entitled to exercise the same powers on behalf of the Member which he or they represent as such Member could exercise.
80.
The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or,
if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign
the same. In the case of an instrument of proxy purporting to be signed on behalf of a corporation by an officer thereof it shall be
assumed, unless the contrary appears, that such officer was duly authorised to sign such instrument of proxy on behalf of the corporation
without further evidence of the facts.
81.
(1) The Company may, at its absolute discretion, provide an electronic address for the receipt of any document or information relating
to proxies for a general meeting (including any instrument of proxy or invitation to appoint a proxy, any document necessary to show
the validity of, or otherwise relating to, an appointment of proxy (whether or not required under these Articles) and notice of termination
of the authority of a proxy). If such an electronic address is provided, the Company shall be deemed to have agreed that any such document
or information (relating to proxies as aforesaid) may be sent by electronic means to that address, subject as hereafter provided and
subject to any other limitations or conditions specified by the Company when providing the address. Without limitation, the Company may
from time to time determine that any such electronic address may be used generally for such matters or specifically for particular meetings
or purposes and, if so, the Company may provide different electronic addresses for different purposes. The Company may also impose any
conditions on the transmission of and its receipt of such electronic communications including, for the avoidance of doubt, imposing any
security or encryption arrangements as may be specified by the Company. If any document or information required to be sent to the Company
under this Article is sent to the Company by electronic means, such document or information is not treated as validly delivered to or
deposited with the Company if the same is not received by the Company at its designated electronic address provided in accordance with
this Article or if no electronic address is so designated by the Company for the receipt of such document or information.
(2) The
instrument appointing a proxy and (if required by the Board) the power of attorney or other authority (if any) under which it is signed,
or a certified copy of such power or authority, shall be delivered to such place or one of such places (if any) as may be specified for
that purpose in or by way of note to or in any document accompanying the notice convening the meeting (or, if no place is so specified
at the Registration Office or the Office, as may be appropriate) , or if the Company has provided an electronic address in accordance
with the preceding paragraph, shall be received at the electronic address specified, not less than forty-eight (48) hours before the
time appointed for holding the meeting, the postponed meeting or adjourned meeting at which the person named in the instrument proposes
to vote or, in the case of a poll taken subsequently to the date of a meeting or adjourned meeting, not less than twenty-four (24) hours
before the time appointed for the taking of the poll and in default the instrument of proxy shall not be treated as valid. No instrument
appointing a proxy shall be valid after the expiration of twelve (12) months from the date named in it as the date of its execution,
except at an adjourned meeting or on a poll demanded at a meeting or an adjourned meeting in cases where the meeting was originally held
within twelve (12) months from such date. Delivery of an instrument appointing a proxy shall not preclude a Member from attending and
voting at the meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked.
82.
Instruments of proxy shall be in any common form or in such other form as the Board may approve (provided that this shall not preclude
the use of the two-way form) and the Board may, if it thinks fit, send out with the notice of any meeting forms of instrument of proxy
for use at the meeting. The instrument of proxy shall be deemed to confer authority to demand or join in demanding a poll and to vote
on any amendment of a resolution put to the meeting for which it is given as the proxy thinks fit. The instrument of proxy shall, unless
the contrary is stated therein, be valid as well for any adjournment or postponement of the meeting as for the meeting to which it relates.
The Board may decide, either generally or in any particular case, to treat a proxy appointment as valid notwithstanding that the appointment
or any of the information required under these Articles has not been received in accordance with the requirements of these Articles.
Subject to aforesaid, if the proxy appointment and any of the information required under these Articles is not received in the manner
set out in these Articles, the appointee shall not be entitled to vote in respect of the shares in question.
83.
A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of
the principal, or revocation of the instrument of proxy or of the authority under which it was executed, provided that no intimation
in writing of such death, insanity or revocation shall have been received by the Company at the Office or the Registration Office (or
such other place as may be specified for the delivery of instruments of proxy in the notice convening the meeting or other document sent
therewith) two (2) hours at least before the commencement of the meeting, the postponed meeting or adjourned meeting, or the taking of
the poll, at which the instrument of proxy is used.
84.
Anything which under these Articles a Member may do by proxy he may likewise do by his duly appointed attorney and the provisions of
these Articles relating to proxies and instruments appointing proxies shall apply mutatis mutandis in relation to any such attorney
and the instrument under which such attorney is appointed.
CORPORATIONS
ACTING BY REPRESENTATIVES
85.
(1) Any corporation which is a Member may by resolution of its directors or other governing body authorise such person as it thinks fit
to act as its representative at any meeting of the Company or at any meeting of any class of Members. The person so authorised shall
be entitled to exercise the same powers on behalf of such corporation as the corporation could exercise if it were an individual Member
and such corporation shall for the purposes of these Articles be deemed to be present in person at any such meeting if a person so authorised
is present thereat.
(2) If
a clearing house (or its nominee(s)) or a central depository entity (or its nominee(s)), being a corporation, is a Member, it may authorise
such persons as it thinks fit to act as its representatives at any meeting of the Company or at any meeting of any class of Members provided
that the authorisation shall specify the number and class of shares in respect of which each such representative is so authorised. Each
person so authorised under the provisions of this Article shall be deemed to have been duly authorised without further evidence of the
facts and be entitled to exercise the same rights and powers on behalf of the clearing house or a central depository entity (or its nominee(s))
as if such person was the registered holder of the shares of the Company held by the clearing house or a central depository entity (or
its nominee(s)) including the right to vote on a poll.
(3) Any
reference in these Articles to a duly authorised representative of a Member being a corporation shall mean a representative authorised
under the provisions of this Article.
NO
ACTION BY WRITTEN RESOLUTIONS OF MEMBERS
86.
Any action required or permitted to be taken at any annual or extraordinary general meetings of the Company may be taken only upon the
vote of the Members at an annual or extraordinary general meeting duly noticed and convened in accordance with these Articles and the
Act and may not be taken by written resolution of Members without a meeting.
BOARD
OF DIRECTORS
87.
(1) Unless otherwise determined by the Company in general meeting, the number of Directors shall not be less than two (2). There shall
be no maximum number of Directors unless otherwise determined from time to time by the Board. For so long as the shares are listed on
the Designated Stock Exchange, the Directors shall include such number of Independent Directors as applicable law, rules or regulations
or the Designated Stock Exchange require, unless the Board resolves to follow any available exceptions or exemptions. The Directors shall
be elected or appointed in accordance with Article 87 and 88 and shall hold office until the expiration of his term or until their successors
are elected or appointed.
(2) Subject
to the Articles and the Act, the Company may by ordinary resolution elect any person to be a Director either to fill a casual vacancy
or as an addition to the existing Board.
(3) The
Directors shall have the power from time to time and at any time to appoint any person as a Director to fill a casual vacancy on the
Board or as an addition to the existing Board subject to the Company’s compliance with director nomination procedures required
under the rules and regulations of the Designated Stock Exchange as long as shares are listed on the Designated Stock Exchange, unless
the Board resolves to follow any available exceptions or exemptions.
(4) No
Director shall be required to hold any shares of the Company by way of qualification and a Director who is not a Member shall be entitled
to receive notice of and to attend and speak at any general meeting of the Company and of all classes of shares of the Company.
(5) Subject
to any provision to the contrary in these Articles, a Director may be removed by way of (i) an ordinary resolution of the Members or
(ii) by the affirmative vote of a simple majority of the remaining Directors present and voting at a Board meeting at any time before
the expiration of his period of office notwithstanding anything in these Articles or in any agreement between the Company and such Director
(but without prejudice to any claim for damages under any such agreement).
(6) A
vacancy on the Board created by the removal of a Director under the provisions of subparagraph (5) above may be filled by the election
or appointment by ordinary resolution of the Members at the meeting at which such Director is removed or by the affirmative vote of a
simple majority of the remaining Directors present and voting at a Board meeting.
(7) The
Company may from time to time in general meeting by ordinary resolution increase or reduce the number of Directors but so that the number
of Directors shall never be less than two (2).
DISQUALIFICATION
OF DIRECTORS
88.
The office of a Director shall be vacated if the Director:
(1) resigns
his office by notice in writing delivered to the Company at the Office or tendered at a meeting of the Board;
(2)
becomes of unsound mind or dies;
(3) without
special leave of absence from the Board, is absent from meetings of the Board for three consecutive meetings and the Board resolves that
his office be vacated;
(4) becomes
bankrupt or has a receiving order made against him or suspends payment or compounds with his creditors;
(5)
is prohibited by law from being a Director; or
(6) ceases
to be a Director by virtue of any provision of the Statutes or is removed from office pursuant to these Articles.
EXECUTIVE
DIRECTORS
89.
The Board may from time to time appoint any one or more of its body to be a managing director, joint managing director or deputy managing
director or to hold any other employment or executive office with the Company for such period (subject to their continuance as Directors)
and upon such terms as the Board may determine and the Board may revoke or terminate any of such appointments. Any such revocation or
termination as aforesaid shall be without prejudice to any claim for damages that such Director may have against the Company or the Company
may have against such Director. A Director appointed to an office under this Article 91 shall be subject to the same provisions as to
removal as the other Directors of the Company, and he shall (subject to the provisions of any contract between him and the Company) ipso
facto and immediately cease to hold such office if he shall cease to hold the office of Director for any cause.
90.
Notwithstanding Articles 95, 96, 97 and 98, an executive director appointed to an office under Article 89 hereof shall receive such remuneration
(whether by way of salary, commission, participation in profits or otherwise or by all or any of those modes) and such other benefits
(including pension and/or gratuity and/or other benefits on retirement) and allowances as the Board may from time to time determine,
and either in addition to or in lieu of his remuneration as a Director.
ALTERNATE
DIRECTORS
91.
Any Director may at any time by Notice delivered to the Office or head office or at a meeting of the Directors appoint any person (including
another Director) to be his alternate Director. Any person so appointed shall have all the rights and powers of the Director or Directors
for whom such person is appointed in the alternative provided that such person shall not be counted more than once in determining whether
or not a quorum is present. An alternate Director may be removed at any time by the body which appointed him and, subject thereto, the
office of alternate Director shall continue until the happening of any event which, if he were a Director, would cause him to vacate
such office or if his appointer ceases for any reason to be a Director. Any appointment or removal of an alternate Director shall be
effected by Notice signed by the appointor and delivered to the Office or head office or tendered at a meeting of the Board. An alternate
Director may also be a Director in his own right and may act as alternate to more than one Director. An alternate Director shall, if
his appointor so requests, be entitled to receive notices of meetings of the Board or of committees of the Board to the same extent as,
but in lieu of, the Director appointing him and shall be entitled to such extent to attend and vote as a Director at any such meeting
at which the Director appointing him is not personally present and generally at such meeting to exercise and discharge all the functions,
powers and duties of his appointor as a Director and for the purposes of the proceedings at such meeting the provisions of these Articles
shall apply as if he were a Director save that as an alternate for more than one Director his voting rights shall be cumulative.
92.
An alternate Director shall only be a Director for the purposes of the Act and shall only be subject to the provisions of the Act insofar
as they relate to the duties and obligations of a Director when performing the functions of the Director for whom he is appointed in
the alternative and shall alone be responsible to the Company for his acts and defaults and shall not be deemed to be the agent of or
for the Director appointing him. An alternate Director shall be entitled to contract and be interested in and benefit from contracts
or arrangements or transactions and to be repaid expenses and to be indemnified by the Company to the same extent mutatis mutandis
as if he were a Director but he shall not be entitled to receive from the Company any fee in his capacity as an alternate Director
except only such part, if any, of the remuneration otherwise payable to his appointor as such appointor may by Notice to the Company
from time to time direct.
93.
Every person acting as an alternate Director shall have one vote for each Director for whom he acts as alternate (in addition to his
own vote if he is also a Director). If his appointor is for the time being absent from the People’s Republic of China or otherwise
not available or unable to act, the signature of an alternate Director to any resolution in writing of the Board or a committee of the
Board of which his appointor is a member shall, unless the notice of his appointment provides to the contrary, be as effective as the
signature of his appointor.
94.
An alternate Director shall ipso facto cease to be an alternate Director if his appointor ceases for any reason to be a Director, however,
such alternate Director or any other person may be re-appointed by the Directors to serve as an alternate Director.
DIRECTORS’
FEES AND EXPENSES
95.
The Directors shall receive such remuneration as the Board may from time to time determine. Each Director shall be entitled to be repaid
or prepaid all traveling, hotel and incidental expenses reasonably incurred or expected to be incurred by him in attending meetings of
the Board or committees of the board or general meetings or separate meetings of any class of shares or of debenture of the Company or
otherwise in connection with the discharge of his duties as a Director.
96.
Each Director shall be entitled to be repaid or prepaid all travelling, hotel and incidental expenses reasonably incurred or expected
to be incurred by him in attending meetings of the Board or committees of the Board or general meetings or separate meetings of any class
of shares or of debentures of the Company or otherwise in connection with the discharge of his duties as a Director.
97.
Any Director who, by request, goes or resides abroad for any purpose of the Company or who performs services which in the opinion of
the Board go beyond the ordinary duties of a Director may be paid such extra remuneration (whether by way of salary, commission, participation
in profits or otherwise) as the Board may determine and such extra remuneration shall be in addition to or in substitution for any ordinary
remuneration provided for by or pursuant to any other Article.
98.
The Board shall determine any payment to any Director or past Director of the Company by way of compensation for loss of office, or as
consideration for or in connection with his retirement from office (not being payment to which the Director is contractually entitled).
DIRECTORS’
INTERESTS
99.
A Director may:
| (a) | hold
any other office or place of profit with the Company (except that of Auditor) in conjunction
with his office of Director for such period and upon such terms as the Board may determine.
Any remuneration (whether by way of salary, commission, participation in profits or otherwise)
paid to any Director in respect of any such other office or place of profit shall be in addition
to any remuneration provided for by or pursuant to any other Article; |
| (b) | act
by himself or his firm in a professional capacity for the Company (otherwise than as Auditor)
and he or his firm may be remunerated for professional services as if he were not a Director; |
| (c) | continue
to be or become a director, managing director, joint managing director, deputy managing director,
executive director, manager or other officer or member of any other company promoted by the
Company or in which the Company may be interested as a vendor, shareholder or otherwise and
(unless otherwise agreed) no such Director shall be accountable for any remuneration, profits
or other benefits received by him as a director, managing director, joint managing director,
deputy managing director, executive director, manager or other officer or member of or from
his interests in any such other company. Subject as otherwise provided by these Articles
the Directors may exercise or cause to be exercised the voting powers conferred by the shares
in any other company held or owned by the Company, or exercisable by them as Directors of
such other company in such manner in all respects as they think fit (including the exercise
thereof in favour of any resolution appointing themselves or any of them directors, managing
directors, joint managing directors, deputy managing directors, executive directors, managers
or other officers of such company) or voting or providing for the payment of remuneration
to the director, managing director, joint managing director, deputy managing director, executive
director, manager or other officers of such other company and any Director may vote in favour
of the exercise of such voting rights in manner aforesaid notwithstanding that he may be,
or about to be, appointed a director, managing director, joint managing director, deputy
managing director, executive director, manager or other officer of such a company, and that
as such he is or may become interested in the exercise of such voting rights in manner aforesaid. |
Notwithstanding
the foregoing, no Independent Director shall without the consent of the Audit Committee take any of the foregoing actions or any other
action that would reasonably be likely to affect such Director’s status as an Independent Director.
100.
Subject to the Act and to these Articles, no Director or proposed or intending Director shall be disqualified by his office from contracting
with the Company, either with regard to his tenure of any office or place of profit or as vendor, purchaser or in any other manner whatsoever,
nor shall any such contract or any other contract or arrangement in which any Director is in any way interested be liable to be avoided,
nor shall any Director so contracting or being so interested be liable to account to the Company or the Members for any remuneration,
profit or other benefits realised by any such contract or arrangement by reason of such Director holding that office or of the fiduciary
relationship thereby established provided that such Director shall disclose the nature of his interest in any contract or arrangement
in which he is interested in accordance with Article 101 herein. Any such transaction that would reasonably be likely to affect a Director’s
status as an Independent Director, or that would constitute a “related party transaction” as defined by the rules and regulations
of the Designated Stock Exchange or under applicable laws, shall require the approval of the Audit Committee.
101.
A Director who to his knowledge is in any way, whether directly or indirectly, interested in a contract or arrangement or proposed contract
or arrangement with the Company shall declare the nature of his interest at the meeting of the Board at which the question of entering
into the contract or arrangement is first considered, if he knows his interest then exists, or in any other case at the first meeting
of the Board after he knows that he is or has become so interested. For the purposes of this Article, a general Notice to the Board by
a Director to the effect that:
| (a) | he
is a member or officer of a specified company or firm and is to be regarded as interested
in any contract or arrangement which may after the date of the Notice be made with that company
or firm; or |
| (b) | he
is to be regarded as interested in any contract or arrangement which may after the date of
the Notice be made with a specified person who is connected with him; |
shall
be deemed to be a sufficient declaration of interest under this Article in relation to any such contract or arrangement, provided that
no such Notice shall be effective unless either it is given at a meeting of the Board or the Director takes reasonable steps to secure
that it is brought up and read at the next Board meeting after it is given.
102.
Following a declaration being made pursuant to the last preceding two Articles, subject to any separate requirement for Audit Committee
approval under applicable law or the rules and regulations of the Designated Stock Exchange, and unless disqualified by the chairman
of the relevant Board meeting, a Director may vote in respect of any contract or proposed contract or arrangement in which such Director
is interested and may be counted in the quorum at such meeting.
GENERAL
POWERS OF THE DIRECTORS
103.
(1) The business of the Company shall be managed and conducted by the Board, which may pay all expenses incurred in forming and registering
the Company and may exercise all powers of the Company (whether relating to the management of the business of the Company or otherwise)
which are not by the Statutes or by these Articles required to be exercised by the Company in general meeting, subject nevertheless to
the provisions of the Statutes and of these Articles and to such regulations being not inconsistent with such provisions, as may be prescribed
by the Company in general meeting, but no regulations made by the Company in general meeting shall invalidate any prior act of the Board
which would have been valid if such regulations had not been made. The general powers given by this Article shall not be limited or restricted
by any special authority or power given to the Board by any other Article.
(2) Any
person contracting or dealing with the Company in the ordinary course of business shall be entitled to rely on any written or oral contract
or agreement or deed, document or instrument entered into or executed as the case may be by any one Director on behalf of the Company
and the same shall be deemed to be validly entered into or executed by the Company as the case may be and shall, subject to any rule
of law, be binding on the Company.
(3) Without
prejudice to the general powers conferred by these Articles it is hereby expressly declared that the Board shall have the following powers:
| (a) | to
give to any person the right or option of requiring at a future date that an allotment shall
be made to him of any share at par or at such premium as may be agreed; |
| (b) | to
give to any Directors, officers or employees of the Company an interest in any particular
business or transaction or participation in the profits thereof or in the general profits
of the Company either in addition to or in substitution for a salary or other remuneration;
and |
| (c) | to
resolve that the Company be deregistered in the Cayman Islands and continued in a named jurisdiction
outside the Cayman Islands subject to the provisions of the Act. |
104.
The Board may establish any regional or local boards or agencies for managing any of the affairs of the Company in any place, and may
appoint any persons to be members of such local boards, or any managers or agents, and may fix their remuneration (either by way of salary
or by commission or by conferring the right to participation in the profits of the Company or by a combination of two or more of these
modes) and pay the working expenses of any staff employed by them upon the business of the Company. The Board may delegate to any regional
or local board, manager or agent any of the powers, authorities and discretions vested in or exercisable by the Board (other than its
powers to make calls and forfeit shares), with power to sub-delegate, and may authorise the members of any of them to fill any vacancies
therein and to act notwithstanding vacancies. Any such appointment or delegation may be made upon such terms and subject to such conditions
as the Board may think fit, and the Board may remove any person appointed as aforesaid, and may revoke or vary such delegation, but no
person dealing in good faith and without notice of any such revocation or variation shall be affected thereby.
105.
The Board may by power of attorney appoint any company, firm or person or any fluctuating body of persons, whether nominated directly
or indirectly by the Board, to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretions
(not exceeding those vested in or exercisable by the Board under these Articles) and for such period and subject to such conditions as
it may think fit, and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with
any such attorney as the Board may think fit, and may also authorise any such attorney to sub-delegate all or any of the powers, authorities
and discretions vested in him. Such attorney or attorneys may, if so authorised under the Seal of the Company, execute any deed or instrument
under their personal seal with the same effect as the affixation of the Company’s Seal.
106.
The Board may entrust to and confer upon a managing director, joint managing director, deputy managing director, an executive director
or any Director any of the powers exercisable by it upon such terms and conditions and with such restrictions as it thinks fit, and either
collaterally with, or to the exclusion of, its own powers, and may from time to time revoke or vary all or any of such powers but no
person dealing in good faith and without notice of such revocation or variation shall be affected thereby.
107.
All cheques, promissory notes, drafts, bills of exchange and other instruments, whether negotiable or transferable or not, and all receipts
for moneys paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as
the Board shall from time to time by resolution determine. The Company’s banking accounts shall be kept with such banker or bankers
as the Board shall from time to time determine.
108.
(1) The Board may establish or concur or join with other companies (being subsidiary companies of the Company or companies with which
it is associated in business) in establishing and making contributions out of the Company’s moneys to any schemes or funds for
providing pensions, sickness or compassionate allowances, life assurance or other benefits for employees (which expression as used in
this and the following paragraph shall include any Director or ex-Director who may hold or have held any executive office or any office
of profit under the Company or any of its subsidiary companies) and ex-employees of the Company and their dependants or any class or
classes of such person.
(2) The
Board may pay, enter into agreements to pay or make grants of revocable or irrevocable pensions or other benefits to employees and ex-employees
and their dependants, or to any of such persons, including pensions or benefits additional to those, if any, to which such employees
or ex-employees or their dependants are or may become entitled under any such scheme or fund as mentioned in the last preceding paragraph.
Any such pension or benefit may, as the Board considers desirable, be granted to an employee either before and in anticipation of or
upon or at any time after his actual retirement, and may be subject or not subject to any terms or conditions as the Board may determine.
BORROWING
POWERS
109.
The Board may exercise all the powers of the Company to raise or borrow money and to mortgage or charge all or any part of the undertaking,
property and assets (present and future) and uncalled capital of the Company and, subject to the Act, to issue debentures, bonds and
other securities, whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party.
110.
Debentures, bonds and other securities may be made assignable free from any equities between the Company and the person to whom the same
may be issued.
111.
Any debentures, bonds or other securities may be issued at a discount (other than shares), premium or otherwise and with any special
privileges as to redemption, surrender, drawings, allotment of shares, attending and voting at general meetings of the Company, appointment
of Directors and otherwise.
112.
(1) Where any uncalled capital of the Company is charged, all persons taking any subsequent charge thereon shall take the same subject
to such prior charge, and shall not be entitled, by notice to the Members or otherwise, to obtain priority over such prior charge.
(2) The
Board shall cause a proper register to be kept, in accordance with the provisions of the Act, of all charges specifically affecting the
property of the Company and of any series of debentures issued by the Company and shall duly comply with the requirements of the Act
in regard to the registration of charges and debentures therein specified and otherwise.
PROCEEDINGS
OF THE DIRECTORS
113.
The Board may meet for the despatch of business, adjourn and otherwise regulate its meetings as it considers appropriate. Questions arising
at any meeting shall be determined by a majority of votes. In the case of any equality of votes the chairman of the meeting shall have
an additional or casting vote.
114.
A meeting of the Board may be convened by the Secretary on request of a Director or by any Director. The Secretary shall convene a meeting
of the Board of which notice may be given in writing or by telephone or by electronic means to an electronic address from time to time
notified to the Company by such Director or (if the recipient consents to it being made available on a website) by making it available
on a website or in such other manner as the Board may from time to time determine whenever he shall be required so to do by the president
or chairman, as the case may be, or any Director.
115.
(1) The quorum necessary for the transaction of the business of the Board may be fixed by the Board and, unless so fixed at any other
number, shall be two (2) of the Board. An alternate Director shall be counted in a quorum in the case of the absence of a Director for
whom he is the alternate provided that he shall not be counted more than once for the purpose of determining whether or not a quorum
is present.
(2) Directors
may participate in any meeting of the Board by means of a conference, telephone, electronic or other communications equipment through
which all persons participating in the meeting can communicate with each other simultaneously and instantaneously and, for the purpose
of counting a quorum, such participation shall constitute presence at a meeting as if those participating were present in person.
(3) Any
Director who ceases to be a Director at a Board meeting may continue to be present and to act as a Director and be counted in the quorum
until the termination of such Board meeting if no other Director objects and if otherwise a quorum of Directors would not be present.
116.
The continuing Directors or a sole continuing Director may act notwithstanding any vacancy in the Board but, if and so long as the number
of Directors is reduced below the minimum number fixed by or in accordance with these Articles as the quorum, the continuing Directors
or Director, notwithstanding that the number of Directors is below the number fixed by or in accordance with these Articles as the quorum
or that there is only one continuing Director, may act for the purpose of filling vacancies in the Board or of summoning general meetings
of the Company but not for any other purpose.
117.
The Chairman of the Board shall be the chairman of all meetings of the Board. If the Chairman of the Board is not present at any meeting
within five (5) minutes after the time appointed for holding the same, the Directors present may choose one of their number to be chairman
of the meeting.
118.
A meeting of the Board at which a quorum is present shall be competent to exercise all the powers, authorities and discretions for the
time being vested in or exercisable by the Board.
119.
(1) The Board may delegate any of its powers, authorities and discretions to committees (including, without limitation, the Audit Committee),
consisting of such Director or Directors and other persons as it thinks fit, and they may, from time to time, revoke such delegation
or revoke the appointment of and discharge any such committees either wholly or in part, and either as to persons or purposes. Any committee
so formed shall, in the exercise of the powers, authorities and discretions so delegated, conform to any regulations which may be imposed
on it by the Board.
(2) All
acts done by any such committee in conformity with such regulations, and in fulfilment of the purposes for which it was appointed, but
not otherwise, shall have like force and effect as if done by the Board, and the Board (or if the Board delegates such power, the committee)
shall have power to remunerate the members of any such committee, and charge such remuneration to the current expenses of the Company.
120.
The meetings and proceedings of any committee consisting of two or more members shall be governed by the provisions contained in these
Articles for regulating the meetings and proceedings of the Board so far as the same are applicable and are not superseded by any regulations
imposed by the Board under the last preceding Article, indicating, without limitation, any committee charter adopted by the Board for
purposes or in respect of any such committee.
121.
A resolution in writing signed by all the Directors except such as are temporarily unable to act through ill-health or disability shall
(provided that such number is sufficient to constitute a quorum and further provided that a copy of such resolution has been given or
the contents thereof communicated to all the Directors for the time being entitled to receive notices of Board meetings in the same manner
as notices of meetings are required to be given by these Articles) be as valid and effectual as if a resolution had been passed at a
meeting of the Board duly convened and held. A notification of consent to such resolution given by a Director in writing to the Board
by any means (including by means of electronic communication) shall be deemed to be his/her signature to such resolution in writing for
the purpose of this Article. Such resolution may be contained in one document or in several documents in like form each signed by one
or more of the Directors and for this purpose a facsimile signature of a Director shall be treated as valid.
122.
All acts bona fide done by the Board or by any committee or by any person acting as a Director or members of a committee, shall, notwithstanding
that it is afterwards discovered that there was some defect in the appointment of any member of the Board or such committee or person
acting as aforesaid or that they or any of them were disqualified or had vacated office, be as valid as if every such person had been
duly appointed and was qualified and had continued to be a Director or member of such committee.
AUDIT
COMMITTEE
123.
Without prejudice to the freedom of the Directors to establish any other committees, for so long as the shares of the Company (or depositary
receipts therefor) are listed or quoted on the Designated Stock Exchange, the Board shall establish and maintain an Audit Committee as
a committee of the Board, the composition and responsibilities of which shall comply with the rules and regulations of the Designated
Stock Exchange and the rules and regulations of the SEC.
124.
The Board shall adopt a formal written audit committee charter and review and assess the adequacy of the formal written charter on an
annual basis.
125.
For so long as the shares of the Company (or depositary receipts therefor) are listed or quoted on the Designated Stock Exchange, the
Company shall conduct an appropriate review of all related party transactions on an ongoing basis and shall utilize the Audit Committee
for the review and approval of potential conflicts of interest in accordance with the audit committee charter.
OFFICERS
126.
(1) The officers of the Company shall consist of the Chairman of the Board, the Directors and Secretary and such additional officers
(who may or may not be Directors) as the Board may from time to time determine, all of whom shall be deemed to be officers for the purposes
of the Act and these Articles. In addition to the officers of the Company, the Board may also from time to time determine and appoint
managers and delegate to the same such powers and duties as are prescribed by the Board.
(2) The
Directors shall, as soon as may be after each appointment or election of Directors, elect amongst the Directors a chairman and if more
than one Director is proposed for this office, the election to such office shall take place in such manner as the Directors may determine.
(3) The
officers shall receive such remuneration as the Directors may from time to time determine.
127.
(1) The Secretary and additional officers, if any, shall be appointed by the Board and shall hold office on such terms and for such period
as the Board may determine. If thought fit, two or more persons may be appointed as joint Secretaries. The Board may also appoint from
time to time on such terms as it thinks fit one or more assistant or deputy Secretaries.
(2) The
Secretary shall attend all meetings of the Members and shall keep correct minutes of such meetings and enter the same in the proper books
provided for the purpose. He shall perform such other duties as are prescribed by the Act or these Articles or as may be prescribed by
the Board.
128.
The officers of the Company shall have such powers and perform such duties in the management, business and affairs of the Company as
may be delegated to them by the Directors from time to time.
129.
A provision of the Act or of these Articles requiring or authorising a thing to be done by or to a Director and the Secretary shall not
be satisfied by its being done by or to the same person acting both as Director and as or in place of the Secretary.
REGISTER
OF DIRECTORS AND OFFICERS
130.
The Company shall cause to be kept in one or more books at its Office a Register of Directors and Officers in which there shall be entered
the full names and addresses of the Directors and Officers and such other particulars as required by the Act or as the Directors may
determine. The Company shall send to the Registrar of Companies in the Cayman Islands a copy of such register, and shall from time to
time notify to the said Registrar of any change that takes place in relation to such Directors and Officers as required by the Act.
MINUTES
131.
(1) The Board shall cause minutes to be duly entered in books provided for the purpose:
| (a) | of
all elections and appointments of officers; |
| (b) | of
the names of the Directors present at each meeting of the Directors and of any committee
of the Directors; |
| (c) | of
all resolutions and proceedings of each general meeting of the Members, meetings of the Board
and meetings of committees of the Board and where there are managers, of all proceedings
of meetings of the managers. |
| (2) | Minutes
shall be kept by the Secretary at the Office. |
SEAL
132.
(1) The Company shall have one or more Seals, as the Board may determine. For the purpose of sealing documents creating or evidencing
securities issued by the Company, the Company may have a securities seal which is a facsimile of the Seal of the Company with the addition
of the word “Securities” on its face or in such other form as the Board may approve. The Board shall provide for the custody
of each Seal and no Seal shall be used without the authority of the Board or of a committee of the Board authorised by the Board in that
behalf. Subject as otherwise provided in these Articles, any instrument to which a Seal is affixed shall be signed autographically by
one Director or by such other person (including a Director) or persons as the Board may appoint, either generally or in any particular
case, save that as regards any certificates for shares or debentures or other securities of the Company the Board may by resolution determine
that such signatures or either of them shall be dispensed with or affixed by some method or system of mechanical signature. Every instrument
executed in manner provided by this Article 132 shall be deemed to be sealed and executed with the authority of the Board previously
given.
(2) Where
the Company has a Seal for use abroad, the Board may by writing under the Seal appoint any agent or committee abroad to be the duly authorised
agent of the Company for the purpose of affixing and using such Seal and the Board may impose restrictions on the use thereof as may
be thought fit. Wherever in these Articles reference is made to the Seal, the reference shall, when and so far as may be applicable,
be deemed to include any such other Seal as aforesaid.
AUTHENTICATION
OF DOCUMENTS
133.
Any Director or the Secretary or any person appointed by the Board for the purpose may authenticate any documents affecting the constitution
of the Company and any resolution passed by the Company or the Board or any committee, and any books, records, documents and accounts
relating to the business of the Company, and to certify copies thereof or extracts therefrom as true copies or extracts, and if any books,
records, documents or accounts are elsewhere than at the Office or the head office the local manager or other officer of the Company
having the custody thereof shall be deemed to be a person so appointed by the Board. A document purporting to be a copy of a resolution,
or an extract from the minutes of a meeting, of the Company or of the Board or any committee which is so certified shall be conclusive
evidence in favour of all persons dealing with the Company upon the faith thereof that such resolution has been duly passed or, as the
case may be, that such minutes or extract is a true and accurate record of proceedings at a duly constituted meeting.
DESTRUCTION
OF DOCUMENTS
134.
(1) The Company shall be entitled to destroy the following documents at the following times:
| (a) | any
share certificate which has been cancelled at any time after the expiry of one (1) year from
the date of such cancellation; |
| (b) | any
dividend mandate or any variation or cancellation thereof or any notification of change of
name or address at any time after the expiry of two (2) years from the date such mandate
variation cancellation or notification was recorded by the Company; |
| (c) | any
instrument of transfer of shares which has been registered at any time after the expiry of
seven (7) years from the date of registration; |
| (d) | any
allotment letters after the expiry of seven (7) years from the date of issue thereof; and |
| (e) | copies
of powers of attorney, grants of probate and letters of administration at any time after
the expiry of seven (7) years after the account to which the relevant power of attorney,
grant of probate or letters of administration related has been closed; |
and
it shall conclusively be presumed in favour of the Company that every entry in the Register purporting to be made on the basis of any
such documents so destroyed was duly and properly made and every share certificate so destroyed was a valid certificate duly and properly
cancelled and that every instrument of transfer so destroyed was a valid and effective instrument duly and properly registered and that
every other document destroyed hereunder was a valid and effective document in accordance with the recorded particulars thereof in the
books or records of the Company. Provided always that: (1) the foregoing provisions of this Article 134 shall apply only to the destruction
of a document in good faith and without express notice to the Company that the preservation of such document was relevant to a claim;
(2) nothing contained in this Article 134 shall be construed as imposing upon the Company any liability in respect of the destruction
of any such document earlier than as aforesaid or in any case where the conditions of proviso (1) above are not fulfilled; and (3) references
in this Article 134 to the destruction of any document include references to its disposal in any manner.
(2) Notwithstanding
any provision contained in these Articles, the Directors may, if permitted by applicable law, authorise the destruction of documents
set out in sub-paragraphs (a) to (e) of paragraph (1) of this Article 134 and any other documents in relation to share registration which
have been microfilmed or electronically stored by the Company or by the share registrar on its behalf provided always that this Article
shall apply only to the destruction of a document in good faith and without express notice to the Company and its share registrar that
the preservation of such document was relevant to a claim.
DIVIDENDS
AND OTHER PAYMENTS
135.
Subject to the Act, the Board may from time to time declare dividends in any currency to be paid to the Members.
136.
Dividends may be declared and paid out of the profits of the Company, realised or unrealised, or from any reserve set aside from profits
which the Directors determine is no longer needed. The Board may also declare and pay dividends out of share premium account or any other
fund or account which can be authorised for this purpose in accordance with the Act.
137.
Except in so far as the rights attaching to, or the terms of issue of, any share otherwise provide:
| (a) | all
dividends shall be declared and paid according to the amounts paid up on the shares in respect
of which the dividend is paid, but no amount paid up on a share in advance of calls shall
be treated for the purposes of this Article as paid up on the share; and |
| (b) | all
dividends shall be apportioned and paid pro rata according to the amounts paid up on the
shares during any portion or portions of the period in respect of which the dividend is paid. |
138.
The Board may from time to time pay to the Members such interim dividends as appear to the Board to be justified by the profits of the
Company and in particular (but without prejudice to the generality of the foregoing) if at any time the share capital of the Company
is divided into different classes, the Board may pay such interim dividends in respect of those shares in the capital of the Company
which confer on the holders thereof deferred or non-preferential rights as well as in respect of those shares which confer on the holders
thereof preferential rights with regard to dividend and provided that the Board acts bona fide the Board shall not incur any responsibility
to the holders of shares conferring any preference for any damage that they may suffer by reason of the payment of an interim dividend
on any shares having deferred or non-preferential rights and may also pay any fixed dividend which is payable on any shares of the Company
half-yearly or on any other dates, whenever such profits, in the opinion of the Board, justifies such payment.
139.
The Board may deduct from any dividend or other moneys payable to a Member by the Company on or in respect of any shares all sums of
money (if any) presently payable by him to the Company on account of calls or otherwise.
140.
No dividend or other moneys payable by the Company on or in respect of any share shall bear interest against the Company.
141.
Any dividend, interest or other sum payable in cash to the holder of shares may be paid by cheque or warrant sent through the post addressed
to the holder at his registered address or, in the case of joint holders, addressed to the holder whose name stands first in the Register
in respect of the shares at his address as appearing in the Register or addressed to such person and at such address as the holder or
joint holders may in writing direct. Every such cheque or warrant shall, unless the holder or joint holders otherwise direct, be made
payable to the order of the holder or, in the case of joint holders, to the order of the holder whose name stands first on the Register
in respect of such shares, and shall be sent at his or their risk and payment of the cheque or warrant by the bank on which it is drawn
shall constitute a good discharge to the Company notwithstanding that it may subsequently appear that the same has been stolen or that
any endorsement thereon has been forged. Any one of two or more joint holders may give effectual receipts for any dividends or other
moneys payable or property distributable in respect of the shares held by such joint holders.
142.
All dividends or bonuses unclaimed for one (1) year after having been declared may be invested or otherwise made use of by the Board
for the benefit of the Company until claimed. Any dividend or bonuses unclaimed after a period of six (6) years from the date of declaration
shall be forfeited and shall revert to the Company. The payment by the Board of any unclaimed dividend or other sums payable on or in
respect of a share into a separate account shall not constitute the Company a trustee in respect thereof.
143.
Whenever the Board has resolved that a dividend be paid or declared, the Board may further resolve that such dividend be satisfied wholly
or in part by the distribution of specific assets of any kind and in particular of paid up shares, debentures or warrants to subscribe
securities of the Company or any other company, or in any one or more of such ways, and where any difficulty arises in regard to the
distribution the Board may settle the same as it thinks expedient, and in particular may issue certificates in respect of fractions of
shares, disregard fractional entitlements or round the same up or down, and may fix the value for distribution of such specific assets,
or any part thereof, and may determine that cash payments shall be made to any Members upon the basis of the value so fixed in order
to adjust the rights of all parties, and may vest any such specific assets in trustees as may seem expedient to the Board and may appoint
any person to sign any requisite instruments of transfer and other documents on behalf of the persons entitled to the dividend, and such
appointment shall be effective and binding on the Members. The Board may resolve that no such assets shall be made available to Members
with registered addresses in any particular territory or territories where, in the absence of a registration statement or other special
formalities, such distribution of assets would or might, in the opinion of the Board, be unlawful or impracticable and in such event
the only entitlement of the Members aforesaid shall be to receive cash payments as aforesaid. Members affected as a result of the foregoing
sentence shall not be or be deemed to be a separate class of Members for any purpose whatsoever.
144.
(1) Whenever the Board has resolved that a dividend be paid or declared on any class of the share capital of the Company, the Board may
further resolve either:
| (a) | that
such dividend be satisfied wholly or in part in the form of an allotment of shares credited
as fully paid up, provided that the Members entitled thereto will be entitled to elect to
receive such dividend (or part thereof if the Board so determines) in cash in lieu of such
allotment. In such case, the following provisions shall apply: |
| (i) | the
basis of any such allotment shall be determined by the Board; |
| (ii) | the
Board, after determining the basis of allotment, shall give not less than ten (10) days’
Notice to the holders of the relevant shares of the right of election accorded to them and
shall send with such notice forms of election and specify the procedure to be followed and
the place at which and the latest date and time by which duly completed forms of election
must be lodged in order to be effective; |
| (iii) | the
right of election may be exercised in respect of the whole or part of that portion of the
dividend in respect of which the right of election has been accorded; and |
| (iv) | the
dividend (or that part of the dividend to be satisfied by the allotment of shares as aforesaid)
shall not be payable in cash on shares in respect whereof the cash election has not been
duly exercised (“the non-elected shares”) and in satisfaction thereof shares
of the relevant class shall be allotted credited as fully paid up to the holders of the non-elected
shares on the basis of allotment determined as aforesaid and for such purpose the Board shall
capitalise and apply out of any part of the undivided profits of the Company (including profits
carried and standing to the credit of any reserves or other special account, share premium
account, capital redemption reserve other than the Subscription Rights Reserve) as the Board
may determine, such sum as may be required to pay up in full the appropriate number of shares
of the relevant class for allotment and distribution to and amongst the holders of the non-elected
shares on such basis; or |
| (b) | that
the Members entitled to such dividend shall be entitled to elect to receive an allotment
of shares credited as fully paid up in lieu of the whole or such part of the dividend as
the Board may think fit. In such case, the following provisions shall apply: |
| (i) | the
basis of any such allotment shall be determined by the Board; |
| (ii) | the
Board, after determining the basis of allotment, shall give not less than ten (10) days’
Notice to the holders of the relevant shares of the right of election accorded to them and
shall send with such notice forms of election and specify the procedure to be followed and
the place at which and the latest date and time by which duly completed forms of election
must be lodged in order to be effective; |
| (iii) | the
right of election may be exercised in respect of the whole or part of that portion of the
dividend in respect of which the right of election has been accorded; and |
| (iv) | the
dividend (or that part of the dividend in respect of which a right of election has been accorded)
shall not be payable in cash on shares in respect whereof the share election has been duly
exercised (“the elected shares”) and in lieu thereof shares of the relevant class
shall be allotted credited as fully paid up to the holders of the elected shares on the basis
of allotment determined as aforesaid and for such purpose the Board shall capitalise and
apply out of any part of the undivided profits of the Company (including profits carried
and standing to the credit of any reserves or other special account, share premium account,
capital redemption reserve other than the Subscription Rights Reserve) as the Board may determine,
such sum as may be required to pay up in full the appropriate number of shares of the relevant
class for allotment and distribution to and amongst the holders of the elected shares on
such basis. |
| (2) |
(a) | The
shares allotted pursuant to the provisions of paragraph (1) of this Article 144 shall rank
pari passu in all respects with shares of the same class (if any) then in issue save
only as regards participation in the relevant dividend or in any other distributions, bonuses
or rights paid, made, declared or announced prior to or contemporaneously with the payment
or declaration of the relevant dividend unless, contemporaneously with the announcement by
the Board of their proposal to apply the provisions of sub-paragraph (a) or (b) of paragraph
(2) of this Article 144 in relation to the relevant dividend or contemporaneously with their
announcement of the distribution, bonus or rights in question, the Board shall specify that
the shares to be allotted pursuant to the provisions of paragraph (1) of this Article shall
rank for participation in such distribution, bonus or rights. |
| (b) | The
Board may do all acts and things considered necessary or expedient to give effect to any
capitalisation pursuant to the provisions of paragraph (1) of this Article 144, with full
power to the Board to make such provisions as it thinks fit in the case of shares becoming
distributable in fractions (including provisions whereby, in whole or in part, fractional
entitlements are aggregated and sold and the net proceeds distributed to those entitled,
or are disregarded or rounded up or down or whereby the benefit of fractional entitlements
accrues to the Company rather than to the Members concerned). The Board may authorise any
person to enter into on behalf of all Members interested, an agreement with the Company providing
for such capitalisation and matters incidental thereto and any agreement made pursuant to
such authority shall be effective and binding on all concerned. |
(3) The
Board may determine and resolve in respect of any one particular dividend of the Company that notwithstanding the provisions of paragraph
(1) of this Article 144 a dividend may be satisfied wholly in the form of an allotment of shares credited as fully paid up without offering
any right to shareholders to elect to receive such dividend in cash in lieu of such allotment.
(4) The
Board may on any occasion determine that rights of election and the allotment of shares under paragraph (1) of this Article 144 shall
not be made available or made to any shareholders with registered addresses in any territory where, in the absence of a registration
statement or other special formalities, the circulation of an offer of such rights of election or the allotment of shares would or might,
in the opinion of the Board, be unlawful or impracticable, and in such event the provisions aforesaid shall be read and construed subject
to such determination. Members affected as a result of the foregoing sentence shall not be or be deemed to be a separate class of Members
for any purpose whatsoever.
(5) Any
resolution declaring a dividend on shares of any class by the Board, may specify that the same shall be payable or distributable to the
persons registered as the holders of such shares at the close of business on a particular date, notwithstanding that it may be a date
prior to that on which the resolution is passed, and thereupon the dividend shall be payable or distributable to them in accordance with
their respective holdings so registered, but without prejudice to the rights inter se in respect of such dividend of transferors and
transferees of any such shares. The provisions of this Article shall mutatis mutandis apply to bonuses, capitalisation issues,
distributions of realised capital profits or offers or grants made by the Company to the Members.
RESERVES
145.
(1) The Board shall establish an account to be called the share premium account and shall carry to the credit of such account from time
to time a sum equal to the amount or value of the premium paid on the issue of any share in the Company. Unless otherwise provided by
the provisions of these Articles, the Board may apply the share premium account in any manner permitted by the Act. The Company shall
at all times comply with the provisions of the Act in relation to the share premium account.
(2) Before
recommending any dividend, the Board may set aside out of the profits of the Company such sums as it determines as reserves which shall,
at the discretion of the Board, be applicable for any purpose to which the profits of the Company may be properly applied and pending
such application may, also at such discretion, either be employed in the business of the Company or be invested in such investments as
the Board may from time to time think fit and so that it shall not be necessary to keep any investments constituting the reserve or reserves
separate or distinct from any other investments of the Company. The Board may also without placing the same to reserve carry forward
any profits which it may think prudent not to distribute.
CAPITALISATION
146.
The Company may, upon the recommendation of the Board, at any time and from time to time pass an ordinary resolution to the effect that
it is desirable to capitalise all or any part of any amount for the time being standing to the credit of any reserve or fund (including
a share premium account and capital redemption reserve and the profit and loss account) whether or not the same is available for distribution
and accordingly that such amount be set free for distribution among the Members or any class of Members who would be entitled thereto
if it were distributed by way of dividend and in the same proportions, on the basis that the same is not paid in cash but is applied
either in or towards paying up the amounts for the time being unpaid on any shares in the Company held by such Members respectively or
in paying up in full unissued shares, debentures or other obligations of the Company, to be allotted and distributed credited as fully
paid up among such Members, or partly in one way and partly in the other, and the Board shall give effect to such resolution provided
that, for the purposes of this Article 146, a share premium account and any capital redemption reserve or fund representing unrealised
profits, may be applied only in paying up in full unissued shares of the Company to be allotted to such Members credited as fully paid.
147.
The Board may settle, as it considers appropriate, any difficulty arising in regard to any distribution and in particular may issue certificates
in respect of fractions of shares or authorise any person to sell and transfer any fractions or may resolve that the distribution should
be as nearly as may be practicable in the correct proportion but not exactly so or may ignore fractions altogether, and may determine
that cash payments shall be made to any Members in order to adjust the rights of all parties, as may seem expedient to the Board. The
Board may appoint any person to sign on behalf of the persons entitled to participate in the distribution any contract necessary or desirable
for giving effect thereto and such appointment shall be effective and binding upon the Members.
SUBSCRIPTION
RIGHTS RESERVE
148.
The following provisions shall have effect to the extent that they are not prohibited by and are in compliance with the Act:
(1) If,
so long as any of the rights attached to any warrants issued by the Company to subscribe for shares of the Company shall remain exercisable,
the Company does any act or engages in any transaction which, as a result of any adjustments to the subscription price in accordance
with the provisions of the conditions of the warrants, would reduce the subscription price to below the par value of a share, then the
following provisions shall apply:
| (a) | as
from the date of such act or transaction the Company shall establish and thereafter (subject as provided in this Article 148) maintain
in accordance with the provisions of this Article 148 a reserve (the “Subscription Rights Reserve”) the amount of which shall
at no time be less than the sum which for the time being would be required to be capitalised and applied in paying up in full the nominal
amount of the additional shares required to be issued and allotted credited as fully paid pursuant to sub-paragraph (c) below on the
exercise in full of all the subscription rights outstanding and shall apply the Subscription Rights Reserve in paying up such additional
shares in full as and when the same are allotted; |
| (b) | the
Subscription Rights Reserve shall not be used for any purpose other than that specified above
unless all other reserves of the Company (other than share premium account) have been extinguished
and will then only be used to make good losses of the Company if and so far as is required
by law; |
| (c) | upon
the exercise of all or any of the subscription rights represented by any warrant, the relevant
subscription rights shall be exercisable in respect of a nominal amount of shares equal to
the amount in cash which the holder of such warrant is required to pay on exercise of the
subscription rights represented thereby (or, as the case may be the relevant portion thereof
in the event of a partial exercise of the subscription rights) and, in addition, there shall
be allotted in respect of such subscription rights to the exercising warrantholder, credited
as fully paid, such additional nominal amount of shares as is equal to the difference between: |
| (i) | the
said amount in cash which the holder of such warrant is required to pay on exercise of the
subscription rights represented thereby (or, as the case may be, the relevant portion thereof
in the event of a partial exercise of the subscription rights); and |
| (ii) | the
nominal amount of shares in respect of which such subscription rights would have been exercisable
having regard to the provisions of the conditions of the warrants, had it been possible for
such subscription rights to represent the right to subscribe for shares at less than par
and immediately upon such exercise so much of the sum standing to the credit of the Subscription
Rights Reserve as is required to pay up in full such additional nominal amount of shares
shall be capitalised and applied in paying up in full such additional nominal amount of shares
which shall forthwith be allotted credited as fully paid to the exercising warrantholders;
and |
| (d) | if,
upon the exercise of the subscription rights represented by any warrant, the amount standing
to the credit of the Subscription Rights Reserve is not sufficient to pay up in full such
additional nominal amount of shares equal to such difference as aforesaid to which the exercising
warrantholder is entitled, the Board shall apply any profits or reserves then or thereafter
becoming available (including, to the extent permitted by law, share premium account) for
such purpose until such additional nominal amount of shares is paid up and allotted as aforesaid
and until then no dividend or other distribution shall be paid or made on the fully paid
shares of the Company then in issue. Pending such payment and allotment, the exercising warrantholder
shall be issued by the Company with a certificate evidencing his right to the allotment of
such additional nominal amount of shares. The rights represented by any such certificate
shall be in registered form and shall be transferable in whole or in part in units of one
share in the like manner as the shares for the time being are transferable, and the Company
shall make such arrangements in relation to the maintenance of a register therefor and other
matters in relation thereto as the Board may think fit and adequate particulars thereof shall
be made known to each relevant exercising warrantholder upon the issue of such certificate. |
(2) Shares
allotted pursuant to the provisions of this Article shall rank pari passu in all respects with the other shares allotted on the
relevant exercise of the subscription rights represented by the warrant concerned. Notwithstanding anything contained in paragraph (1)
of this Article, no fraction of any share shall be allotted on exercise of the subscription rights.
(3) The
provision of this Article as to the establishment and maintenance of the Subscription Rights Reserve shall not be altered or added to
in any way which would vary or abrogate, or which would have the effect of varying or abrogating the provisions for the benefit of any
warrantholder or class of warrantholders under this Article without the sanction of a special resolution of such warrantholders or class
of warrantholders.
(4) A
certificate or report by the auditors for the time being of the Company as to whether or not the Subscription Rights Reserve is required
to be established and maintained and if so the amount thereof so required to be established and maintained, as to the purposes for which
the Subscription Rights Reserve has been used, as to the extent to which it has been used to make good losses of the Company, as to the
additional nominal amount of shares required to be allotted to exercising warrantholders credited as fully paid, and as to any other
matter concerning the Subscription Rights Reserve shall (in the absence of manifest error) be conclusive and binding upon the Company
and all warrantholders and shareholders.
ACCOUNTING
RECORDS
149.
The Board shall cause true accounts to be kept of the sums of money received and expended by the Company, and the matters in respect
of which such receipt and expenditure take place, and of the property, assets, credits and liabilities of the Company and of all other
matters required by the Act or necessary to give a true and fair view of the Company’s affairs and to explain its transactions.
150.
The accounting records shall be kept at the Office or, at such other place or places as the Board decides and shall always be open to
inspection by the Directors. No Member (other than a Director) shall have any right of inspecting any accounting record or book or document
of the Company except as conferred by law or authorised by the Board or the Company in general meeting.
AUDIT
151. Subject
to applicable law and rules and regulations of the Designated Stock Exchange, the Board shall appoint an Auditor to audit the accounts
of the Company and such auditor shall hold office until removed from office by a resolution of the Directors. Such auditor may be a Member
but no Director or officer or employee of the Company shall, during his continuance in office, be eligible to act as an Auditor.
152.
Subject to the Act the accounts of the Company shall be audited at least once in every year.
153.
The remuneration of the Auditor shall be determine by the Audit Committee or, in the absence of such Audit Committee, by the Board.
154.
The Board may remove the Auditor at any time before the expiration of his term of office and may by resolution appoint another Auditor
in his stead.
155.
The Auditor shall at all reasonable times have access to all books kept by the Company and to all accounts and vouchers relating thereto;
and he may call on the Directors or officers of the Company for any information in their possession relating to the books or affairs
of the Company.
156.
The statement of income and expenditure and the balance sheet provided for by these Articles shall be examined by the Auditor and compared
by him with the books, accounts and vouchers relating thereto; and he shall make a written report thereon stating whether such statement
and balance sheet are drawn up so as to present fairly the financial position of the Company and the results of its operations for the
period under review and, in case information shall have been called for from Directors or officers of the Company, whether the same has
been furnished and has been satisfactory. The financial statements of the Company shall be audited by the Auditor in accordance with
generally accepted auditing standards. The Auditor shall make a written report thereon in accordance with generally accepted auditing
standards and the report of the Auditor shall be submitted to the Audit Committee. The generally accepted auditing standards referred
to herein may be those of a country or jurisdiction other than the Cayman Islands. If so, the financial statements and the report of
the Auditor should disclose this fact and name such country or jurisdiction.
NOTICES
157.
Any Notice or document, whether or not, to be given or issued under these Articles from the Company to a Member shall be in writing or
by cable, telex or facsimile transmission message or other form of electronic transmission or electronic communication and any such Notice
and document may be served or delivered by the Company on or to any Member either (i) personally or (ii) by sending it through the post
in a prepaid envelope addressed to such Member at his registered address as appearing in the Register or at any other address supplied
by him to the Company for the purpose or, (iii) by transmitting it to any such address or transmitting it to any telex or facsimile transmission
number or electronic number or electronic address or website supplied by him to the Company for the giving of Notice or documents to
him or which the person transmitting the notice or document reasonably and bona fide believes at the relevant time will result in the
Notice or document being duly received by the Member or (iv) may also be served by advertisement in appropriate newspapers in accordance
with the requirements of the Designated Stock Exchange or (v) to the extent permitted by all applicable Statutes, rules and regulations,
including, without limitation, the rules and regulations of the Designated Stock Exchange, by placing it on the Company’s website.
In the case of joint holders of a share all notices shall be given to that one of the joint holders whose name stands first in the Register
and notice so given shall be deemed a sufficient service on or delivery to all the joint holders.
158.
Any Notice or other document:
| (a) | if
served or delivered by post, shall where appropriate be sent by airmail and shall be deemed
to have been served or delivered on the day following that on which the envelope containing
the same, properly prepaid and addressed, is put into the post; in proving such service or
delivery it shall be sufficient to prove that the envelope or wrapper containing the notice
or document was properly addressed and put into the post and a certificate in writing signed
by the Secretary or other officer of the Company or other person appointed by the Board that
the envelope or wrapper containing the Notice or other document was so addressed and put
into the post shall be conclusive evidence thereof; |
| (b) | if
sent by electronic communication, shall be deemed to be given on the day on which it is transmitted
from the server of the Company or its agent. A Notice placed on the Company’s website
is deemed given by the Company to a Member on the day on which it is placed on the website; |
| (c) | if
served or delivered in any other manner contemplated by these Articles, shall be deemed to
have been served or delivered at the time of personal service or delivery or, as the case
may be, at the time of the relevant despatch or transmission or publication; and in proving
such service or delivery a certificate in writing signed by the Secretary or other officer
of the Company or other person appointed by the Board as to the act and time of such service,
delivery, despatch or transmission or publication shall be conclusive evidence thereof; and |
| (d) | may
be given to a Member in the English language or such other language as may be approved by
the Directors, subject to due compliance with all applicable Statutes, rules and regulations. |
159.
(1) Any Notice or other document delivered or sent by post to or left at the registered address of any Member in pursuance of these Articles
shall, notwithstanding that such Member is then dead or bankrupt or that any other event has occurred, and whether or not the Company
has notice of the death or bankruptcy or other event, be deemed to have been duly served or delivered in respect of any share registered
in the name of such Member as sole or joint holder unless his name shall, at the time of the service or delivery of the Notice or document,
have been removed from the Register as the holder of the share, and such service or delivery shall for all purposes be deemed a sufficient
service or delivery of such Notice or document on all persons interested (whether jointly with or as claiming through or under him) in
the share.
(2) A
Notice may be given by the Company to the person entitled to a share in consequence of the death, mental disorder or bankruptcy of a
Member by sending it through the post in a prepaid letter, envelope or wrapper addressed to him by name, or by the title of representative
of the deceased, or trustee of the bankrupt, or by any like description, at the address, if any, supplied for the purpose by the person
claiming to be so entitled, or (until such an address has been so supplied) by giving the notice in any manner in which the same might
have been given if the death, mental disorder or bankruptcy had not occurred.
(3) Any
person who by operation of law, transfer or other means whatsoever shall become entitled to any share shall be bound by every Notice
in respect of such share which prior to his name and address being entered on the Register shall have been duly given to the person from
whom he derives his title to such share.
(4) Every
Member or a person who is entitled to receive notice from the Company under the provisions of the Statutes or these Articles may register
with the Company an electronic address to which notices can be served upon him.
SIGNATURES
160.
For the purposes of these Articles, a cable or telex or facsimile or electronic transmission message purporting to come from a holder
of shares or, as the case may be, a Director, or, in the case of a corporation which is a holder of shares from a director or the secretary
thereof or a duly appointed attorney or duly authorised representative thereof for it and on its behalf, shall in the absence of express
evidence to the contrary available to the person relying thereon at the relevant time be deemed to be a document or instrument in writing
signed by such holder or Director in the terms in which it is received. The signature to any notice or document to be given by the Company
may be written, printed or made electronically.
WINDING
UP
161.
(1) Subject to Article 161(2), the Board shall have power in the name and on behalf of the Company to present a petition to the court
for the Company to be wound up.
(2) Unless
otherwise provided by the Ac, a resolution that the Company be wound up by the court or be wound up voluntarily shall be a special resolution.
162.
(1) Subject to any special rights, privileges or restrictions as to the distribution of available surplus assets on liquidation for the
time being attached to any class or classes of shares (i) if the Company shall be wound up and the assets available for distribution
amongst the Members shall be more than sufficient to repay the whole of the capital paid up at the commencement of the winding up, the
excess shall be distributed pari passu amongst such members in proportion to the amount paid up on the shares held by them respectively
and (ii) if the Company shall be wound up and the assets available for distribution amongst the Members as such shall be insufficient
to repay the whole of the paid-up capital such assets shall be distributed so that, a nearly as may be, the losses shall be borne by
the Members in proportion to the capital paid up, or which ought to have been paid up, at the commencement of the winding up on the shares
held by them respectively.
(2) If
the Company shall be wound up (whether the liquidation is voluntary or by the court) the liquidator may, with the authority of a special
resolution and any other sanction required by the Act, divide among the Members in specie or kind the whole or any part of the assets
of the Company and whether or not the assets shall consist of properties of one kind or shall consist of properties to be divided as
aforesaid of different kinds, and may for such purpose set such value as he deems fair upon any one or more class or classes of property
and may determine how such division shall be carried out as between the Members or different classes of Members. The liquidator may,
with the like authority, vest any part of the assets in trustees upon such trusts for the benefit of the Members as the liquidator with
the like authority shall think fit, and the liquidation of the Company may be closed and the Company dissolved, but so that no contributory
shall be compelled to accept any shares or other property in respect of which there is a liability.
INDEMNITY
163.
(1) Every Director (including for the purposes of this Article any alternate Director appointed pursuant to the provisions of these Articles),
Secretary, or other officer for the time being and from time to time of the Company (but not including the Auditor) and the personal
representatives of the same (each an “Indemnified Person”) shall be indemnified and secured harmless out of the assets and
profits of the Company from and against all actions, proceeding, costs, charges, expenses, losses, damages or liabilities incurred or
sustained by such Indemnified Person, other than by reason of such Indemnified Person’s own dishonesty, wilful default or fraud,
in or about the conduct of the Company’s business or affairs (including as a result of any mistake of judgment) or in the execution
or discharge of his duties, powers, authorities or discretions, including without prejudice to the generality of the foregoing, any costs,
expenses, losses or liabilities incurred by such Indemnified Person in defending (whether successfully or otherwise) any civil proceedings
concerning the Company or its affairs in any court whether in the Cayman Islands or elsewhere.
(2) Each
Member agrees to waive any claim or right of action he might have, whether individually or by or in the right of the Company, against
any Director on account of any action taken by such Director, or the failure of such Director to take any action in the performance of
his duties with or for the Company; PROVIDED THAT such waiver shall not extend to any matter in respect of any fraud, willful default
or dishonesty which may attach to such Director.
FINANCIAL
YEAR
164.
Unless otherwise determined by the Directors, the financial year of the Company shall end on the 31st of December in each
year.
AMENDMENT
TO MEMORANDUM AND ARTICLES OF ASSOCIATION
AND
NAME OF COMPANY
165.
No Article shall be rescinded, altered or amended and no new Article shall be made until the same has been approved by a special resolution
of the Members. A special resolution shall be required to alter the provisions of the Memorandum of Association or to change the name
of the Company.
INFORMATION
166.
No Member shall be entitled to require discovery of or any information respecting any detail of the Company’s trading or any matter
which is or may be in the nature of a trade secret or secret process which may relate to the conduct of the business of the Company and
which in the opinion of the Directors it will be inexpedient in the interests of the members of the Company to communicate to the public.
Exhibit
99.2
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