Exhibit 99.1
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 30, 2024
Dear shareholders,
Notice is hereby given that Akso Health Group,
a Cayman Islands exempted company (the “Company”), will hold its annual general meeting of shareholders (the “AGM”)
at Room 8201-4-4(A), 2nd Floor, Qiantongyuan Building, No. 44, Moscow Road, Qianwan Bonded Port Area, Qingdao Pilot Free Trade Zone, China
(Shandong), at 10:00 a.m. (Beijing Time) on April 30, 2024 (the “Notice”) for the following purposes:
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(i) |
To approve, as an ordinary resolution, the appointment of each of the five directors named in the proxy statement accompanying this Notice to shareholders (the “Proxy Statement”) to hold office until the next annual meeting of shareholders and until his/her respective successor is elected and duly qualified; |
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(ii) |
To approve, as an ordinary resolution, the ratification of the appointment of OneStop Assurance PAC as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2025; |
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(iii) |
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To approve, as a special resolution, an alteration to the share capital of the Company (together, the “Variation of Share Capital”), by: |
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(a) |
re-designating and re-classifying 7,980,800 issued and outstanding ordinary shares of the Company, par value US$0.0001 each (the “Ordinary Shares”) held by Webao Limited as class B ordinary shares, par value US$0.0001 each (the “Class B Ordinary Shares”) on a 1:1 basis, and all other issued and outstanding Ordinary Shares as class A ordinary shares, par value US$0.0001 each (the “Class A Ordinary Shares”) on a 1:1 basis; |
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(b) |
re-designating and re-classifying 492,019,200 authorized but unissued Ordinary Shares as Class B Ordinary Shares on a 1:1 basis; and |
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(c) |
re-designating and
re-classifying 4,500,000,000 authorized Ordinary Shares (including 320,770,660 issued and outstanding Ordinary Shares held by all
shareholders other than Webao Limited) as Class A Ordinary Shares on a 1:1 basis, |
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such that following such Variation of Share Capital, the authorized issued share capital of the Company will be changed from US$500,000 divided into 5,000,000,000 ordinary shares, par value US$0.0001 each, to US$500,000 divided into 4,500,000,000 Class A ordinary shares, par value US$0.0001 each and 500,000,000 Class B ordinary shares, par value US$0.0001 each, in each case having the respective rights and privileges and being subject to the restrictions set out in the second amended and restated memorandum and articles of association of the Company (the “Amended M&A”) to be adopted pursuant to Proposal No. 4 below; and |
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(iv) |
To approve, as a special resolution, the existing memorandum and articles of association of the Company be amended and restated by their deletion in their entirety and the substitution in their place of the second amended and restated memorandum and articles of association of the Company. |
You can find more information about the agenda
in the Proxy Statement. We are not aware of any other business to come before the AGM.
The board of directors of the Company has fixed
the close of business on March 25, 2024 (Cayman Islands Time) as the record date (the “Record Date”) for determining
the shareholders entitled to receive notice of, and to attend and vote at, the AGM or any adjourned or postponed meeting thereof. Accordingly,
only shareholders registered in the register of members of the Company at the close of business on the Record Date are entitled to attend
and vote at the AGM or at any adjournment that may take place. The register of members of the Company will not be closed. Holders of the
Company’s American Depositary Shares (“ADSs”) who wish to exercise their voting rights for the underlying ordinary
shares of the Company which are represented by their ADSs must act through Citibank, N.A., the depositary of the Company’s ADSs,
and should give voting instructions to Citibank, N.A. accordingly.
Your vote is important.
A shareholder entitled to attend and vote at the
AGM is entitled to appoint a proxy to attend and vote instead of such shareholder at the AGM. A proxy need not be a shareholder of the
Company. Any representative of a corporate shareholder attending the AGM would need to produce a letter/board resolutions showing the
authorization to represent such shareholder to the Company.
If you plan to attend the AGM, please notify us
of your intentions. This will assist us with meeting preparations.
Whether or not you propose to attend the AGM in
person, you are strongly advised to complete and return the Proxy Card in accordance with the instructions therein. To be valid, the Proxy
Card must be completed and deposited (together with any power of attorney or other authority under which it is signed or a certified copy
of that power or authority) to the attention of Ms. Yilin (Linda) Wang, CEO, Room 8201, 2nd Floor, Qiantongyuan Building, No. 44,
Moscow Road, Qianwan Bonded Port Area, Qingdao Pilot Free Trade Zone, China (Shandong), as soon as possible and in any event not later
than 48 hours before the time for holding the AGM or any adjourned meeting. Returning the Proxy Card will not preclude you from
attending the AGM and voting in person if you so wish and in such event the proxy shall be deemed to be revoked.
The Notice of the Annual General Meeting of Shareholders,
the Proxy Statement, the Proxy Card and the Company’s Annual Report on Form 20-F for the fiscal year ended March 31, 2023
are also available through our website at http://www.ahgtop.com/en/index.html.
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By Order of the Board of Directors, |
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/s/ Yilin (Linda) Wang |
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Yilin (Linda) Wang |
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Chairwoman of the Board of Directors |
PROXY STATEMENT
General
The board of directors of the Company (the “Board
of Directors”) is soliciting proxies for an annual general meeting of shareholders (the “AGM”) to be held
at Room 8201-4-4(A), 2nd Floor, Qiantongyuan Building, No. 44, Moscow Road, Qianwan Bonded Port Area, Qingdao Pilot Free Trade Zone, China
(Shandong) at 10:00 a.m. (Beijing Time) on April 30, 2024.
Purpose of the AGM
The purpose of the AGM is to seek shareholders’
approval of:
| 1. | the appointment of each of the five directors named in the
proxy statement accompanying this Notice to shareholders to hold office until the next annual meeting of shareholders and until his/her
respective successor is elected and duly qualified (“Proposal 1”); |
| 2. | the ratification of the appointment of OneStop Assurance
PAC as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2025 (“Proposal
2”); |
| 3. | an alteration to the share capital of the Company, by: |
| (a) | re-designating and re-classifying 7,980,800 issued and outstanding
ordinary shares of the Company, par value US$0.0001 each (the “Ordinary Shares”) held by Webao Limited as class B ordinary
shares, par value US$0.0001 each (the “Class B Ordinary Shares”) on a 1:1 basis, and all other issued and outstanding
Ordinary Shares as class A ordinary shares, par value US$0.0001 each (the “Class A Ordinary Shares”) on a 1:1 basis; |
| (b) | re-designating and re-classifying 492,019,200 authorized but
unissued Ordinary Shares as Class B Ordinary Shares on a 1:1 basis; and |
| (c) | re-designating and re-classifying 4,500,000,000 authorized
Ordinary Shares (including 320,770,660 issued and outstanding Ordinary Shares held
by all shareholders other than Webao Limited) as Class A Ordinary Shares on a 1:1 basis, |
such that following such Variation of Share Capital, the authorized issued share capital of the Company will be changed from US$500,000 divided into 5,000,000,000 ordinary shares, par value US$0.0001 each, to US$500,000 divided into 4,500,000,000 Class A ordinary shares, par value US$0.0001 each and 500,000,000 Class B ordinary shares, par value US$0.0001 each, in each case having the respective rights and privileges and being subject to the restrictions set out in the second amended and restated memorandum and articles of association of the Company (to be adopted pursuant to Proposal No. 4 below (“Proposal 3”); and
| 4. | the existing memorandum and articles of association of the
Company be amended and restated by their deletion in their entirety and the substitution in their place of the second amended and restated
memorandum and articles of association of the Company” (“Proposal 4”). |
Record Date
Our Board of Directors has fixed the close of
business on March 25, 2024 (Cayman Islands Time) as the record date (the “Record Date”) for determining the shareholders
entitled to receive notice of, and to attend and vote at, the AGM or any adjourned or postponed meeting thereof.
Accordingly, only shareholders registered in the
register of members of the Company at the close of business on the Record Date are entitled to attend and vote at the AGM or at any adjournment
that may take place. The register of members of the Company will not be closed. Holders of the Company’s American Depositary Shares
(“ADSs”) who wish to exercise their voting rights for the underlying shares represented by their ADSs must act through
Citibank, N.A., the depositary of the Company’s ADSs, and should give voting instructions to Citibank, N.A. accordingly.
Quorum
The quorum required for the AGM consists of one
or more shareholders present in person or by proxy or, if a corporation or other non-natural person, by its duly authorized representative,
who together hold shares which carry in aggregate not less than one-third of all votes attaching to all issued and outstanding ordinary
shares of our Company that carry the right to vote at the AGM.
Voting Required
Approval of each of the Proposal No. 1 and Proposal
No. 2 will be as an ordinary resolution, which requires the affirmative vote of a simple majority of the votes attached to the ordinary
shares of the Company cast by those shareholders entitled to vote who are present in person or by proxy or, if a corporation or other
non-natural person, by its duly authorized representative, at the AGM. Approval of each of the Proposal No. 3 and Proposal No. 4 will
be as a special resolution, which requires the affirmative vote of not less than two-thirds of the votes attached to the ordinary shares
of the Company cast by those shareholders entitled to vote who are present in person or by proxy or, if a corporation or other non-natural
person, by its duly authorized representative, at the AGM.
The voting results will be announced at the AGM
and published in the Company’s report on Form 6-K to be furnished to the SEC after the AGM.
Solicitation
The costs of soliciting proxies will be borne
by the Company. Proxies may be solicited by certain of the Company’s directors, officers and regular employees, without additional
compensation, in person or by telephone or electronic mail. Copies of solicitation materials will be furnished to banks, brokerage houses,
fiduciaries and custodians holding in their names the ordinary shares or ADSs beneficially owned by others to forward to those beneficial
owners.
Voting by Holders of Ordinary Shares
When proxies are properly dated, executed, and
returned by holders of ordinary shares, the ordinary shares they represent will be voted at the AGM in accordance with the instructions
of the relevant shareholders. If no specific instructions are given by such holders, or in the case of broker’s non-votes, the ordinary
shares will be voted at the discretion of the holder of such proxies.
Abstentions by holders of ordinary shares are
included in the determination of the number of ordinary shares present for the purpose of quorum but are not counted as votes for or against
a proposal. Any representative of a corporate shareholder attending the AGM would need to produce a letter/board resolutions showing the
authorization to represent such shareholder to the Company.
Any proxy given pursuant to this solicitation
may be revoked by the person giving it at any time before its use by delivering a written notice of revocation or a duly executed proxy
bearing a later date, or by attending the AGM and voting in person. A written notice of revocation or a duly executed proxy bearing a
later date must be delivered to the attention of the Company no later than 48 hours prior to the time for holding the AGM or any adjourned
meeting.
Voting by Holders of ADSs
We have requested Citibank, N.A., as depositary
of the ADSs, to deliver to all owners of ADSs the ADS voting instruction cards. Upon timely receiving a duly completed ADS voting instruction
card from an owner of the ADSs, Citibank, N.A. will endeavor, in so far as practicable, to vote or cause to be voted the amount of ordinary
shares represented by such ADSs in accordance with the instructions set forth in the ADS voting instruction card.
If Citibank, N.A. does not receive the voting
instructions from an owner of ADSs on or before the date set forth in the ADS voting instruction card, such owner of ADSs, under the terms
of the deposit agreement, as amended, by and among the Company, Citibank, N.A. and all holders and beneficial owners from time to time
of the ADSs issued thereunder, will be deemed to have instructed Citibank, N.A. to give a discretionary proxy to a person designated by
the Company to vote the amount of ordinary shares represented by such ADSs unless the Company informs Citibank, N.A. that it does not
wish such proxy to be given, that substantial opposition exists to the matters to be voted on at the AGM or that such matters would have
a material adverse impact on the holders of the ordinary shares.
PROPOSAL 1 — APPOINTMENT OF DIRECTORS
The nominees listed below (the “Director
Nominees”) have been nominated by the Nominating and Corporate Governance Committee and approved by our Board to stand for election
as directors of the Company. Unless such authority is withheld, proxies will be voted for the appointment of the persons named below,
each of whom has been designated as a nominee. If, for any reason not presently known, any person is not available to serve as a director,
another person who may be nominated will be voted for in the discretion of the proxies.
Unless you indicate otherwise, shares represented
by executed proxies in the form enclosed will be voted for the appointment of each nominee unless any such nominee shall be unavailable,
in which case such shares will be voted for a substitute nominee designated by the Board.
Director Nominees
The Director Nominees recommended by the Board
are as follows:
| Name |
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Age |
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Position with the Company |
| Yilin Wang |
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38 |
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Chairwoman and Chief Executive Officer |
| Wenjuan (Vivian) Liu |
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38 |
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Director |
| Stephen P. Brown |
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65 |
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Director |
| Zhe Liu |
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40 |
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Director |
| Gerald (Jerry) T. Neal |
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73 |
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Director |
Information Regarding the Company’s Directors
and Nominees
Ms. Yilin (Linda) Wang, has served as our
chief executive officer since October 2021. From September 2021 to October 2021, Ms. Wang served as the Co-CEO of the Company. Ms. Wang
has extensive years of experience in corporate management. She is an information technology expert and has rich professional experience
in medical health, health management and medical technology-related businesses. Ms. Wang has served as the Director and CEO of SOS Information
Technology Co., Ltd., a wholly-owned subsidiary of SOS Limited (NYSE: SOS) since March 2016, and has been the founder and CEO of Shijiazhuang
Weigou Information Technology Co., Ltd., since November 2010. Ms. Wang obtained her bachelor’s degree in management from the Hebei
University of Science & Technology, China, and a master’s degree in science and engineering management from the Hebei Dizhi
University, China.
Ms. Wenjuan (Vivian) Liu, was appointed
as our director on July 14, 2021. Ms. Liu has served as the Chief Executive Officer of Hebei Chuangjie Technology Co., Ltd. since August
2018. From May 2015 to July 2018, Ms. Liu served as the Key Client Manager of Hebei Branch of Guosen Co., Ltd. Ms. Liu has extensive experience
in financial investments, capital market operations and enterprise management. Ms. Liu obtained her bachelor’s degree in marketing
from the Department of Economics and Management at Nankai University of China.
Mr. Stephen P. Brown, has served as our
independent director since April 11, 2022. Mr. Brown has served as the chief financial officer of SolarMax Technology, Inc. since May
2017. From 2013 until April 2017, he was chief financial officer of STAAR Surgical Company. Mr. Brown was vice president, global finance
of Bausch & Lomb from 2008 until 2013 and chief financial officer of Hoya Surgical Optics from 2007 to 2008. He served in various
capacities over a 13-year period with Johnson & Johnson including chief financial officer of the Advanced Sterilization Products division.
Mr. Brown holds a Master of Business Administration degree from University of California, Los Angeles Anderson School of Management, and
earned a Bachelor’s degree from California State University, Fullerton.
Mr. Zhe Liu, has served as our independent
director since October 12, 2022. In 2012, Mr. Liu founded Shijiazhuang Zizhe Import and Export Trading Co., Ltd and served as CEO since
January 2012. From June 2011 to January 2012, he served as deputy manager at Shijiazhuang Branch of Beijing Aohongxuan Wine Co., Ltd.
From August 2009 to June 2011, he served as sales director at Henan Region of Shijiazhuang Shengdian Pharmaceutical Co., Ltd. Mr. Liu
earned his bachelor’s degree in marking and business English from University of Portsmouth in 2007.
Mr. Gerald (Jerry) T. Neal, has served
as our independent director since June 7, 2022. Mr. Neal has served as president of EightyEight Commodities Co since May 2011. From August
2005 to April 2011, he was vice president of Guangyi Group Inc. From August 1973 to August 2005, Mr. Neal served in various positions
including personnel manager, safety & environmental manager, operations manager and worldwide sales manager at E.I. Dupont de Nemours
Inc. Mr. Neal earned a Bachelor’s degree from University of Georgia in 1973.
Vote Required and Board Recommendation
The approval of the appointment of the Director
Nominees must be passed by an ordinary resolution which requires the affirmative vote of a simple majority of the votes attached to the
ordinary shares cast by those shareholders entitled to vote who are present in person or by proxy at the AGM.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”
THE APPOINTMENT TO THE
BOARD OF DIRECTORS OF ALL OF THE NOMINEES
PROPOSAL 2 — RATIFICATION OF THE APPOINTMENT
OF INDEPENDENT AUDITOR
OneStop Assurance PAC (“OneStop”)
has served as our independent registered public accounting firm for the fiscal year ended March 31, 2023 and will serve as our independent
registered public accounting firm for the fiscal year ending in March 31, 2024.
We are asking our shareholders to ratify the appointment
of OneStop as our independent registered public accounting firm for the fiscal year ended March 31, 2025. If such appointment is not ratified,
the Audit Committee of the Board (the “Audit Committee”) will consider whether it is appropriate to select another
registered public accounting firm. Even if the appointment is ratified, the Audit Committee in its discretion may select a different registered
public accounting firm at any time if it determines that such a change would be in the best interests of the Company and our shareholders.
Vote Required and Board Recommendation
The approval for the ratification of the appointment
of OneStop as our independent registered public accounting firm for the fiscal year ended March 31, 2025 must be passed by an ordinary
resolution which requires the affirmative vote of a simple majority of the votes attached to the ordinary shares cast by those shareholders
entitled to vote who are present in person or by proxy at the AGM.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”
THE RATIFICATION OF THE
APPOINTMENT OF ONESTOP AS OUR REGISTERED INDEPENDENT PUBLIC ACCOUNTING FIRM
FOR THE FISCAL YEAR ENDED MARCH 31, 2025
PROPOSAL 3 — THE AMENDMENT TO THE AUTHORIZED
SHARE CAPITAL
The Board of Directors believes that it is in
the best interest of the Company and the shareholders, and is hereby soliciting shareholders’ approval, to, as a special resolution, to
vary and amend the authorized and issued share capital of the Company as follows (the “Variation of Share Capital”):
| (a) | re-designating and re-classifying 7,980,800 issued and outstanding ordinary shares of the Company, par
value US$0.0001 each (the “Ordinary Shares”) held by Webao Limited as class B ordinary shares, par value US$0.0001 each
(the “Class B Ordinary Shares”) on a 1:1 basis, and all other issued and outstanding Ordinary Shares as class A ordinary
shares, par value US$0.0001 each (the “Class A Ordinary Shares”) on a 1:1 basis; |
| (b) | re-designating and re-classifying 492,019,200 authorized but unissued Ordinary Shares as Class B Ordinary
Shares on a 1:1 basis; and |
| (c) | re-designating and re-classifying 4,500,000,000 authorized Ordinary Shares (including 320,770,660 issued and outstanding Ordinary Shares held
by all shareholders other than Webao Limited) as Class A Ordinary Shares
on a 1:1 basis, |
such that following such Variation of
Share Capital, the authorized issued share capital of the Company will be changed from US$500,000 divided into 5,000,000,000 ordinary
shares, par value US$0.0001 each, to US$500,000 divided into 4,500,000,000 Class A ordinary shares, par value US$0.0001 each and 500,000,000
Class B ordinary shares, par value US$0.0001 each, in each case having the respective rights and privileges and being subject to the restrictions
set out in the second amended and restated memorandum and articles of association of the Company to be adopted pursuant to Proposal No.3
below (the “Amended M&A”);
Following the Variation of Share Capital, each
Class A Ordinary Share would be entitled to one (1) vote and each Class B Ordinary Share would be entitled to twenty (20) votes on all
matters subject to vote at general meetings of the Company and with such other rights, preferences and privileges as set forth in the
Amended M&A.
In addition, all Class B Ordinary Shares will
be converted into Class A Ordinary Shares on a one-for-one basis as soon upon occurrence of certain events, including:
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(a) |
at the option of the holder thereof, at any time after the date of issuance of such Class B Ordinary Shares; and |
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(b) |
any sale, transfer, assignment or disposition of the legal or beneficial title to a Class B Ordinary Share by the holder thereof or an affiliate of such holder or the transfer or assignment of the voting rights attached to any Class B ordinary share to be cast under the direction of any person or entity that is not an affiliate of such holder. |
A copy of the proposed Amended M&A of the
Company is attached in Annex A to this notice to shareholders and is incorporated by reference into this notice to shareholder.
Potential Adverse Effects of Amendment
The proposed change will not affect in any way
the validity or transferability of share certificates outstanding (if any), the capital structure of the Company or the trading of the
Company’s ADSs on the NASDAQ Capital Market.
Future issuances of Class B Ordinary Shares or
securities convertible into Class B Ordinary Shares could have a dilutive effect on our earnings per share, book value per share and the
voting power and interest of current holders of ordinary shares which will be converted into the Class A Ordinary Shares on a 1:1 basis.
In addition, the availability of additional shares of Class A Ordinary Shares for issuance could, under certain circumstances, discourage
or make more difficult any efforts to obtain control of the Company. The Board is not aware of any attempt, or contemplated attempt, to
acquire control of the Company, nor is this proposal being presented with the intent that it be used to prevent or discourage any acquisition
attempt. However, nothing would prevent the Board from taking any such actions that it deems to be consistent with its fiduciary duties.
Vote Required and Board Recommendation
The Variation of Share Capital must be passed
by a special resolution which requires the affirmative vote of not less than two-thirds of the votes attached to the ordinary shares cast
by those shareholders entitled to vote who are present in person or by proxy at the AGM.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”
THE VARIATION OF SHARE CAPITAL
PROPOSAL 4 — APPROVAL OF AMENDED M&A
General
The Board of Directors believes that it is in
the best interest of the Company and the shareholders, and is hereby soliciting shareholder approval, as a special resolution, to amend
and restate the existing memorandum and articles of association of the Company by their deletion in their entirety and the substitution
in their place of the second amended and restated memorandum and articles of association of the Company (the “Amended M&A”).
Procedure for Implementing the Amended M&A
The Amended M&A would become effective upon
the date of the special resolution.
Vote Required and Board Recommendation
The approval of the adoption of the Amended M&A
must be passed by a special resolution which requires the affirmative vote of a require the affirmative vote of not less than two-thirds
of the votes attached to the ordinary shares of the Company cast by those shareholders entitled to vote who are present in person or by
proxy or, if a corporation or other non-natural person, by its duly authorized representative, at the AGM.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”
THE ADOPTION OF THE AMENDED M&A
DOCUMENTS ON DISPLAY
The Company will provide a hard copy of its annual
report on Form 20-F for the fiscal year ended March 31, 2023, free of charge, to its shareholders upon request. Requests should
be directed to the Company’s IR Department via email at ir@ahgtop.com.
OTHER MATTERS
The Board of Directors is not aware of any business
to come before the AGM other than the Proposal described above in this Proxy Statement. However, if any other matters should properly
come before the AGM, it is the intention of the persons named in the enclosed form of proxy to vote the shares they represent as the Board
of Directors may recommend.
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By Order of the Board of Directors, |
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/s/ Yilin (Linda) Wang |
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Yilin (Linda) Wang |
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Chairwoman of the Board of Directors |
Annex A: Amended M&A
THE COMPANIES ACT (AS REVISED)
OF THE CAYMAN ISLANDS
COMPANY LIMITED BY SHARES
SECOND AMENDED AND RESTATED
MEMORANDUM OF ASSOCIATION
OF
AKSO
HEALTH GROUP
(adopted by a Special Resolution passed on April
30, 2024)
| 1. | The name of the Company is Akso Health Group. |
| 2. | The Registered Office of the Company will be situated at the offices of Maples Corporate Services Limited
at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands, or at such other location within the Cayman Islands as the Directors
may from time to time determine. |
| 3. | The objects for which the Company is established are unrestricted and the Company shall have full power
and authority to carry out any object not prohibited by the Companies Act or any other law of the Cayman Islands. |
| 4. | 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 the Companies Act. |
| 5. | The Company will not trade in the Cayman Islands with any person, firm or corporation except in furtherance
of the business of the Company carried on outside the Cayman Islands; provided that nothing in this section shall be construed as to prevent
the Company effecting and concluding contracts in the Cayman Islands, and exercising in the Cayman Islands all of its powers necessary
for the carrying on of its business outside the Cayman Islands. |
| 6. | The liability of each Shareholder is limited to the amount, if any, unpaid on the Shares held by such
Shareholder. |
| 7. | The authorised share capital of the Company is US$500,000 divided into 5,000,000,000 ordinary shares of
a par value of US$0.0001 each, comprising (i) 4,500,000,000 Class A ordinary shares of a par value of US$0.0001 each and (ii) 500,000,000
Class B ordinary shares of a par value of US$0.0001 each. Subject to the Companies Act and the Articles, the Company shall have power
to redeem or purchase any of its Shares and to increase or reduce its authorised share capital and to sub-divide or consolidate the said
Shares or any of them and to issue all or any part of its capital whether original, redeemed, increased or reduced with or without any
preference, priority, special privilege or other rights or subject to any postponement of rights or to any conditions or restrictions
whatsoever and so that unless the conditions of issue shall otherwise expressly provide every issue of shares whether stated to be ordinary,
preference or otherwise shall be subject to the powers on the part of the Company hereinbefore provided. |
| 8. | The Company has power to register by way of continuation as a body corporate limited by shares under the
laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands. |
| 9. | Capitalised terms that are not defined in this Memorandum of Association bear the same meanings as those
given in the Articles of Association of the Company. |
THE COMPANIES ACT (AS REVISED)
OF THE CAYMAN ISLANDS
COMPANY LIMITED BY SHARES
SECOND AMENDED AND RESTATED
ARTICLES OF ASSOCIATION
OF
AKSO
HEALTH GROUP
(adopted by a Special Resolution passed on April
30, 2024)
TABLE A
The regulations contained or incorporated in Table
‘A’ in the First Schedule of the Companies Act shall not apply to the Company and the following Articles shall comprise the
Articles of Association of the Company.
INTERPRETATION
| 1. | In these Articles the following defined terms will have the meanings ascribed to them, if not inconsistent
with the subject or context: |
| “ADS” |
means an American Depositary Share representing Class A Ordinary Shares; |
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| “Affiliate” |
means in respect of a Person, any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person, and (i) in the case of a natural person, shall include, without limitation, such person’s spouse, parents, children, siblings, mother-in-law, father-in-law, brothers-in-law and sisters-in-law, a trust for the benefit of any of the foregoing, and a corporation, partnership or any other entity wholly or jointly owned by any of the foregoing, and (ii) in the case of an entity, shall include a partnership, a corporation or any other entity or any natural person which directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such entity. The term “control” shall mean the ownership, directly or indirectly, of shares possessing more than fifty per cent (50%) of the voting power of the corporation, partnership or other entity (other than, in the case of a corporation, securities having such power only by reason of the happening of a contingency), or having the power to control the management or elect a majority of members to the board of directors or equivalent decision-making body of such corporation, partnership or other entity; |
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| “Articles” |
means these articles of association of the Company, as amended or substituted from time to time; |
| “Board” and “Board of Directors” and “Directors” |
means the directors of the Company for the time being, or as the case may be, the directors assembled as a board or as a committee thereof; |
| |
|
| “Chairman” |
means the chairman of the Board of Directors; |
| |
|
| “Class” or “Classes” |
means any class or classes of Shares as may from time to time be issued by the Company; |
| |
|
| “Class A Ordinary Share” |
means an Ordinary Share of a par value of US$0.0001 in the capital of the Company, designated as a Class A Ordinary Share and having the rights provided for in these Articles; |
| |
|
| “Class B Ordinary Shares” |
means an Ordinary Share of a par value of US$0.0001 in the capital of the Company, designated as a Class B Ordinary Share and having the rights provided for in these Articles; |
| |
|
| “Commission” |
means the Securities and Exchange Commission of the United States of America or any other federal agency for the time being administering the Securities Act; |
| |
|
| “Communication Facilities” |
means technology (including without limitation video, video-conferencing, internet or online conferencing applications, telephone or tele-conferencing and/or any other video-communications, internet or online conferencing application or telecommunications facilities) by means of which all natural persons participating in a meeting are capable of hearing and being heard by each other; |
| |
|
| “Company” |
means Asko Health Group, a Cayman Islands exempted company; |
| |
|
| “Companies Act” |
means the Companies Act (As Revised) of the Cayman Islands and any statutory amendment or re-enactment thereof; |
| |
|
| “Company’s Website” |
means the main corporate/investor relations website of the Company, the address or domain name of which has been disclosed in any registration statement filed by the Company with the Commission in connection with its initial public offering of ADSs or which has otherwise from time to time been notified to Shareholders; |
| |
|
| “Designated Stock Exchange” |
means the stock exchange in the United States on which any Shares and/or ADSs are listed for trading; |
| “Designated Stock Exchange Rules” |
means the relevant code, rules and regulations, as amended, from time to time, applicable as a result of the original and continued listing of any Shares or ADSs on the Designated Stock Exchange; |
| |
|
| “electronic” |
has the meaning given to it in the Electronic Transactions Act and any amendment thereto or re-enactments thereof for the time being in force and includes every other law incorporated therewith or substituted therefor; |
| |
|
| “electronic communication” |
means electronic posting to the Company’s Website, transmission to any number, address or internet website or other electronic delivery methods as otherwise decided and approved by not less than two-thirds of the vote of the Board; |
| |
|
| “Electronic Transactions Act” |
means the Electronic Transactions Act (As Revised) of the Cayman Islands and any statutory amendment or re-enactment thereof; |
| |
|
| “electronic record” |
has the meaning given to it in the Electronic Transactions Act and any amendment thereto or re-enactments thereof for the time being in force and includes every other law incorporated therewith or substituted therefor; |
| |
|
| “Memorandum of Association” |
means the memorandum of association of the Company, as amended or substituted from time to time; |
| |
|
| “Ordinary Resolution” |
means a resolution:
(a) passed
by a simple majority of the votes cast by such Shareholders as, being entitled to do so, vote in person or, where proxies are allowed,
by proxy or, in the case of corporations, by their duly authorised representatives, at a general meeting of the Company held in accordance
with these Articles; or |
| |
|
| |
(b) approved in writing by all of the Shareholders entitled to vote at a general meeting of the Company in one or more instruments each signed by one or more of the Shareholders and the effective date of the resolution so adopted shall be the date on which the instrument, or the last of such instruments, if more than one, is executed; |
| |
|
| “Ordinary Share” |
means a Class A Ordinary Share or a Class B Ordinary Share; |
| |
|
| “paid up” |
means paid up as to the par value in respect of the issue of any Shares and includes credited as paid up; |
| |
|
| “Person” |
means any natural person, firm, company, joint venture, partnership, corporation, association or other entity (whether or not having a separate legal personality) or any of them as the context so requires; |
| “Present” |
means in respect of any Person, such Person’s presence at a general meeting of Shareholders (or any meeting of the holders of any Class of Shares), which may be satisfied by means of such Person or, if a corporation or other non-natural Person, its duly authorized representative (or, in the case of any Shareholder, a proxy which has been validly appointed by such Shareholder in accordance with these Articles), being: (a) physically present at the venue specified in the notice convening the meeting; or (b) in the case of any meeting at which Communication Facilities are permitted in accordance with these Articles, including any Virtual Meeting, connected by means of the use of such Communication Facilities in accordance with procedures specified in the notice convening such general meeting; and “Presence” shall be construed accordingly; |
| |
|
| “Register” |
means the register of Members of the Company maintained in accordance with the Companies Act; |
| |
|
| “Registered Office” |
means the registered office of the Company as required by the Companies Act; |
| |
|
| “Seal” |
means the common seal of the Company (if adopted) including any facsimile thereof; |
| |
|
| “Secretary” |
means any Person appointed by the Directors to perform any of the duties of the secretary of the Company; |
| |
|
| “Securities Act” |
means the Securities Act of 1933 of the United States of America, as amended, or any similar federal statute and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time; |
| |
|
| “Share” |
means a share in the share capital of the Company. All references to “Shares” herein shall be deemed to be Shares of any or all Classes as the context may require. For the avoidance of doubt in these Articles the expression “Share” shall include a fraction of a Share; |
| |
|
| “Shareholder” or “Member” |
means a Person who is registered as the holder of one or more Shares in the Register; |
| |
|
| “Share Premium Account” |
means the share premium account established in accordance with these Articles and the Companies Act; |
| |
|
| “signed” |
means bearing a signature or representation of a signature affixed by mechanical means or an electronic symbol or process attached to or logically associated with an electronic communication and executed or adopted by a Person with the intent to sign the electronic communication; |
| “Special Resolution” |
means a special resolution of the Company passed
in accordance with the Companies Act, being a resolution:
(a) passed
by not less than two-thirds of the votes cast by such Shareholders as, being entitled to do so, vote in person or, where proxies are allowed,
by proxy or, in the case of corporations, by their duly authorised representatives, at a general meeting of the Company of which notice
specifying the intention to propose the resolution as a special resolution has been duly given; or
(b) approved
in writing by all of the Shareholders entitled to vote at a general meeting of the Company in one or more instruments each signed by one
or more of the Shareholders and the effective date of the special resolution so adopted shall be the date on which the instrument or the
last of such instruments, if more than one, is executed; |
| “Treasury Share” |
means a Share held in the name of the Company as a treasury share in accordance with the Companies Act; |
| |
|
| “United States” |
means the United States of America, its territories, its possessions and all areas subject to its jurisdiction; and |
| |
|
| “Virtual Meeting” |
means any general meeting of the Shareholders (or any meeting of the holders of any Class of Shares) at which the Shareholders (and any other permitted participants of such meeting, including without limitation the chairman of the meeting and any Directors) are permitted to be Present solely by means of Communication Facilities. |
| 2. | In these Articles, save where the context requires otherwise: |
| (a) | words importing the singular number shall include the plural number and vice versa; |
| (b) | words importing the masculine gender only shall include the feminine gender and any Person as the context
may require; |
| (c) | the word “may” shall be construed as permissive and the word “shall” shall be
construed as imperative; |
| (d) | reference to a dollar or dollars (or US$) and to a cent or cents is reference to dollars and cents of
the United States of America; |
| (e) | reference to a statutory enactment shall include reference to any amendment or re-enactment thereof for
the time being in force; |
| (f) | reference to any determination by the Directors shall be construed as a determination by the Directors
in their sole and absolute discretion and shall be applicable either generally or in any particular case; |
| (g) | reference to “in writing” shall be construed as written or represented by any means reproducible
in writing, including any form of print, lithograph, email, facsimile, photograph or telex or represented by any other substitute or format
for storage or transmission for writing including in the form of an electronic record or partly one and partly another; |
| (h) | any requirements as to delivery under the Articles include delivery in the form of an electronic record
or an electronic communication; |
| (i) | any requirements as to execution or signature under the Articles, including the execution of the Articles
themselves, can be satisfied in the form of an electronic signature as defined in the Electronic Transaction Act; and |
| (j) | Sections 8 and 19(3) of the Electronic Transactions Act shall not apply. |
| 3. | Subject to the last two preceding Articles, any words defined in the Companies Act shall, if not inconsistent
with the subject or context, bear the same meaning in these Articles. |
PRELIMINARY
| 4. | The business of the Company may be conducted as the Directors see fit. |
| 5. | The Registered Office shall be at such address in the Cayman Islands as the Directors may from time to
time determine. The Company may in addition establish and maintain such other offices and places of business and agencies in such places
as the Directors may from time to time determine. |
| 6. | The expenses incurred in the formation of the Company and in connection with the offer for subscription
and issue of Shares shall be paid by the Company. Such expenses may be amortised over such period as the Directors may determine and the
amount so paid shall be charged against income and/or capital in the accounts of the Company as the Directors shall determine. |
| 7. | The Directors shall keep, or cause to be kept, the Register at such place as the Directors may from time
to time determine and, in the absence of any such determination, the Register shall be kept at the Registered Office. |
SHARES
| 8. | Subject to these Articles, all Shares for the time being unissued shall be under the control of the Directors
who may, in their absolute discretion and without the approval of the Members, cause the Company to: |
| (a) | issue, allot and dispose of Shares (including, without limitation, preferred shares) (whether in certificated
form or non-certificated form) to such Persons, in such manner, on such terms and having such rights and being subject to such restrictions
as they may from time to time determine; |
| (b) | grant rights over Shares or other securities to be issued in one or more classes or series as they deem
necessary or appropriate and determine the designations, powers, preferences, privileges and other rights attaching to such Shares or
securities, including dividend rights, voting rights, conversion rights, terms of redemption and liquidation preferences, any or all of
which may be greater than the powers, preferences, privileges and rights associated with the then issued and outstanding Shares, at such
times and on such other terms as they think proper; and |
| (c) | grant options with respect to Shares and issue warrants or similar instruments with respect thereto. |
| 9. | The Directors may authorise the division of Shares into any number of Classes and the different Classes
shall be authorised, established and designated (or re-designated as the case may be) and the variations in the relative rights (including,
without limitation, voting, dividend and redemption rights), restrictions, preferences, privileges and payment obligations as between
the different Classes (if any) may be fixed and determined by the Directors or by a Special Resolution. The Directors may issue from time
to time, out of the authorised share capital of the Company, preferred shares with such preferred or other rights, all or any of which
may be greater than the rights of Ordinary Shares, at such time and on such terms as they may think appropriate in their absolute discretion
and without approval of the Members; provided, however, before any preferred shares of any such series are issued, the Directors shall
by resolution of Directors determine, with respect to any series of preferred shares, the terms and rights of that series, including: |
| (a) | the designation of such series, the number of preferred shares to constitute such series and the subscription
price thereof if different from the par value thereof; |
| (b) | whether the preferred shares of such series shall have voting rights, in addition to any voting rights
provided by law, and, if so, the terms of such voting rights, which may be general or limited; |
| (c) | the dividends, if any, payable on such series, whether any such dividends shall be cumulative, and, if
so, from what dates, the conditions and dates upon which such dividends shall be payable, and the preference or relation which such dividends
shall bear to the dividends payable on any shares of any other class or any other series of shares; |
| (d) | whether the preferred shares of such series shall be subject to redemption by the Company, and, if so,
the times, prices and other conditions of such redemption; |
| (e) | whether the preferred shares of such series shall have any rights to receive any part of the assets available
for distribution amongst the Members upon the liquidation of the Company, and, if so, the terms of such liquidation preference, and the
relation which such liquidation preference shall bear to the entitlements of the holders of shares of any other class or any other series
of shares; |
| (f) | whether the preferred shares of such series shall be subject to the operation of a retirement or sinking
fund and, if so, the extent to and manner in which any such retirement or sinking fund shall be applied to the purchase or redemption
of the preferred shares of such series for retirement or other corporate purposes and the terms and provisions relative to the operation
thereof; |
| (g) | whether the preferred shares of such series shall be convertible into, or exchangeable for, shares of
any other class or any other series of preferred shares or any other securities and, if so, the price or prices or the rate or rates of
conversion or exchange and the method, if any, of adjusting the same, and any other terms and conditions of conversion or exchange; |
| (h) | the limitations and restrictions, if any, to be effective while any preferred shares of such series are
outstanding upon the payment of dividends or the making of other distributions on, and upon the purchase, redemption or other acquisition
by the Company of, the existing shares or shares of any other class of shares or any other series of preferred shares; |
| (i) | the conditions or restrictions, if any, upon the creation of indebtedness of the Company or upon the issue
of any additional shares, including additional shares of such series or of any other class of shares or any other series of preferred
shares; and |
| (j) | any other powers, preferences and relative, participating, optional and other special rights, and any
qualifications, limitations and restrictions thereof; |
and, for such purposes,
the Directors may reserve an appropriate number of Shares for the time being unissued. The Company shall not issue Shares to bearer.
| 10. | The Company may insofar as may be permitted by law, pay a commission to any Person in consideration of
his subscribing or agreeing to subscribe whether absolutely or conditionally for any Shares. Such commissions may be satisfied by the
payment of cash or the lodgment of fully or partly paid-up Shares or partly in one way and partly in the other. The Company may also pay
such brokerage as may be lawful on any issue of Shares. |
| 11. | The Directors may refuse to accept any application for Shares, and may accept any application in whole
or in part, for any reason or for no reason. |
CLASS A ORDINARY SHARES AND CLASS B ORDINARY
SHARES1
| 12. | Holders of Class A Ordinary Shares and Class B Ordinary Shares shall at all times vote together as one
class on all resolutions submitted to a vote by the Members. Each Class A Ordinary Share shall entitle the holder thereof to one (1) vote
on all matters subject to vote at general meetings of the Company, and each Class B Ordinary Share shall entitle the holder thereof to
twenty (20) votes on all matters subject to vote at general meetings of the Company. |
| 13. | Each Class B Ordinary Share is convertible into one (1) Class A Ordinary Share at any time at the option
of the holder thereof. The right to convert shall be exercisable by the holder of the Class B Ordinary Share delivering a written notice
to the Company that such holder elects to convert a specified number of Class B Ordinary Shares into Class A Ordinary Shares. In no event
shall Class A Ordinary Shares be convertible into Class B Ordinary Shares. |
| 14. | Any conversion of Class B Ordinary Shares into Class A Ordinary Shares pursuant to these Articles shall
be effected by means of the re-designation of each relevant Class B Ordinary Share as a Class A Ordinary Share. Such conversion shall
become effective (i) in the case of any conversion effected pursuant to Article 13, forthwith upon the receipt by the Company of the written
notice delivered to the Company as described in Article 13 (or at such later date as may be specified in such notice), or (ii) in the
case of any automatic conversion effected pursuant to Article 15, forthwith upon occurrence of the event specified in Article 15 which
triggers such automatic conversion, and the Company shall make entries in the Register to record the re-designation of the relevant Class
B Ordinary Shares as Class A Ordinary Shares. |
| 15. | Upon any direct or indirect sale, transfer, assignment or disposition of the legal and beneficial title to any Class B Ordinary Share
by the holder thereof or the direct or indirect transfer or assignment of the voting power attached to such number of Class B Ordinary
Shares through voting proxy or otherwise to any person that is neither an Affiliate of such holder nor another holder of Class B Ordinary
Shares or an Affiliate of such another holder, such Class B Ordinary Share shall be automatically and immediately converted into the same
number of Class A Ordinary Share. For the avoidance of doubt, (i) a sale, transfer, assignment or disposition shall be effective upon
the Company’s registration of such sale, transfer, assignment or disposition in its Register; and (ii) the creation of any pledge,
charge, encumbrance or other third party right of whatever description on any Class B Ordinary Shares to secure a holder’s contractual
or legal obligations shall not be deemed as a sale, transfer, assignment or disposition, or a change of ultimate beneficial ownership,
unless and until any such pledge, charge, encumbrance or other third party right is enforced and results in the third party holding legal
title to the relevant Class B Ordinary Shares, in which case all the related Class B Ordinary Shares shall be automatically converted
into the same number of Class A Ordinary Shares. For the purposes of this Article 15, beneficial ownership shall have the meaning set
forth in Rule 13d-3 under the United States Securities Exchange Act of 1934, as amended. |
| 16. | Save and except for voting rights and conversion rights as set out in Articles 12 to 15 (inclusive), the
Class A Ordinary Shares and the Class B Ordinary Shares shall rank pari passu with one another and shall have the same rights,
preferences, privileges and restrictions. |
MODIFICATION OF RIGHTS
| 17. | If at any time the capital of the Company is divided into different Classes, all or any of the rights
attached to any such Class may, subject to any rights or restrictions for the time being attached to any Class, varied with the consent
in writing of two-thirds of the holders of the issued Shares of that Class or with the sanction of a Special Resolution passed at a separate
meeting of the holders of the Shares of that Class. To every such separate meeting all the provisions of these Articles relating to general
meetings of the Company or to the proceedings thereat shall, mutatis mutandis, apply, except that the necessary quorum shall be one or
more Persons holding or representing by proxy at least one-third (1/3) in nominal or par value amount of the issued Shares of the relevant
Class (but so that if at any adjourned meeting of such holders a quorum as above defined is not Present, those Shareholders who are Present
shall form a quorum) and that, subject to any rights or restrictions for the time being attached to the Shares of that Class, every Shareholder
of the Class shall on a poll have one vote for each Share of the Class held by him. For the purposes of this Article the Directors may
treat all the Classes or any two or more Classes as forming one Class if they consider that all such Classes would be affected in the
same way by the proposals under consideration, but in any other case shall treat them as separate Classes. |
| 18. | The rights conferred upon the holders of the Shares of any Class issued with preferred or other rights shall not, subject to any rights
or restrictions for the time being attached to the Shares of that Class, be deemed to be varied by, inter alia, the creation, allotment
or issue of further Shares ranking pari passu with or subsequent to the Shares of that Class or the redemption or purchase of any
Shares of any Class by the Company. The rights of the holders of Shares shall not be deemed to be varied by the creation or issue of Shares
with preferred or other rights including, without limitation, the creation of Shares with enhanced or weighted voting rights. |
CERTIFICATES
| 19. | Every Person whose name is entered as a Member in the Register may, without payment and upon its written
request, request a certificate within two calendar months after allotment or lodgment of transfer (or within such other period as the
conditions of issue shall provide) in the form determined by the Directors. All certificates shall specify the Share or Shares held by
that Person, provided that in respect of a Share or Shares held jointly by several Persons the Company shall not be bound to issue more
than one certificate, and delivery of a certificate for a Share to one of several joint holders shall be sufficient delivery to all. All
certificates for Shares shall be delivered personally or sent through the post addressed to the Member entitled thereto at the Members
registered address as appearing in the Register. |
| 20. | Every share certificate of the Company shall bear legends required under the applicable laws, including
the Securities Act. |
| 21. | Any two or more certificates representing Shares of any one Class held by any Member may at the Member’s
request be cancelled and a single new certificate for such Shares issued in lieu on payment (if the Directors shall so require) of one
dollar (US$1.00) or such smaller sum as the Directors shall determine. |
| 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, subject to delivery up of the old certificate
or (if alleged to have been lost, stolen or destroyed) compliance with such conditions as to evidence and indemnity and the payment of
out-of-pocket expenses of the Company in connection with the request as the Directors may think fit. |
| 23. | In the event that Shares are held jointly by several Persons, any request may be made by any one of the
joint holders and if so made shall be binding on all of the joint holders. |
FRACTIONAL SHARES
| 24. | The Directors may issue fractions of a Share and, if so issued, a fraction of a Share shall be subject
to and carry the corresponding fraction of liabilities (whether with respect to nominal or par value, premium, contributions, calls or
otherwise), limitations, preferences, privileges, qualifications, restrictions, rights (including, without prejudice to the generality
of the foregoing, voting and participation rights) and other attributes of a whole Share. If more than one fraction of a Share of the
same Class is issued to or acquired by the same Shareholder such fractions shall be accumulated. |
LIEN
| 25. | The Company has a first and paramount lien on every Share (whether or not fully paid) for all amounts
(whether presently payable or not) payable at a fixed time or called in respect of that Share. The Company also has a first and paramount
lien on every Share registered in the name of a Person indebted or under liability to the Company (whether he is the sole registered holder
of a Share or one of two or more joint holders) for all amounts owing by him or his estate to the Company (whether or not presently payable).
The Directors may at any time declare a Share to be wholly or in part exempt from the provisions of this Article. The Company’s
lien on a Share extends to any amount payable in respect of it, including but not limited to dividends. |
| 26. | The Company may sell, in such manner as the Directors in their absolute discretion think fit, any Share
on which the Company has a lien, but no sale shall be made unless an amount in respect of which the lien exists is presently payable nor
until the expiration of fourteen (14) calendar days after a notice in writing, demanding payment of such part of the amount in respect
of which the lien exists as is presently payable, has been given to the registered holder for the time being of the Share, or the Persons
entitled thereto by reason of his death or bankruptcy. |
| 27. | For giving effect to any such sale the Directors may authorise a Person to transfer the Shares sold to
the purchaser thereof. The purchaser shall be registered as the holder of the Shares comprised in any such transfer 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 in reference to the sale. |
| 28. | The proceeds of the sale after deduction of expenses, fees and commission incurred by the Company shall
be received by the Company and applied in payment of such part of the amount in respect of which the lien exists as is presently payable,
and the residue shall (subject to a like lien for sums not presently payable as existed upon the Shares prior to the sale) be paid to
the Person entitled to the Shares immediately prior to the sale. |
CALLS ON SHARES
| 29. | Subject to the terms of the allotment, the Directors may from time to time make calls upon the Shareholders
in respect of any moneys unpaid on their Shares, and each Shareholder shall (subject to receiving at least fourteen (14) calendar days’
notice specifying the time or times of payment) pay to the Company at the time or times so specified the amount called on such Shares.
A call shall be deemed to have been made at the time when the resolution of the Directors authorising such call was passed. |
| 30. | The joint holders of a Share shall be jointly and severally liable to pay calls in respect thereof. |
| 31. | 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 upon the sum at the rate of eight percent per annum from the day appointed for
the payment thereof to the time of the actual payment, but the Directors shall be at liberty to waive payment of that interest wholly
or in part. |
| 32. | The provisions of these Articles as to the liability of joint holders and as to payment of interest 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 amount of the Share, or by way of premium, as if the same had become payable by virtue of a call duly made and notified. |
| 33. | The Directors may make arrangements with respect to the issue of partly paid Shares for a difference between
the Shareholders, or the particular Shares, in the amount of calls to be paid and in the times of payment. |
| 34. | The Directors may, if they think fit, receive from any Shareholder willing to advance the same all or
any part of the moneys uncalled and unpaid upon any partly paid Shares held by him, and upon all or any of the moneys so advanced may
(until the same would, but for such advance, become presently payable) pay interest at such rate (not exceeding without the sanction of
an Ordinary Resolution, eight percent per annum) as may be agreed upon between the Shareholder paying the sum in advance and the Directors.
No such sum paid in advance of calls shall entitle the Member paying such sum to any portion of a dividend declared in respect of any
period prior to the date upon which such sum would, but for such payment, become presently payable. |
FORFEITURE OF SHARES
| 35. | If a Shareholder fails to pay any call or instalment of a call in respect of partly paid Shares on the
day appointed for payment, the Directors may, at any time thereafter during such time as any part of such call or instalment remains unpaid,
serve a notice on him requiring payment of so much of the call or instalment as is unpaid, together with any interest which may have accrued. |
| 36. | The notice shall name a further day (not earlier than the expiration of fourteen (14) calendar days from
the date of the notice) on or before which the payment required by the notice is to be made, and shall state that in the event of non-payment
at or before the time appointed, the Shares in respect of which the call was made will be liable to be forfeited. |
| 37. | If the requirements of any such notice as aforesaid are not complied with, any Share in respect of which
the notice has been given may at any time thereafter, before the payment required by notice has been made, be forfeited by a resolution
of the Directors to that effect. |
| 38. | A forfeited Share may be sold or otherwise disposed of on such terms and in such manner as the Directors
think fit, and at any time before a sale or disposition the forfeiture may be cancelled on such terms as the Directors think fit. |
| 39. | A Person whose Shares have been forfeited shall cease to be a Shareholder in respect of the forfeited
Shares, but shall, notwithstanding, remain liable to pay to the Company all moneys which at the date of forfeiture were payable by him
to the Company in respect of the Shares forfeited, but his liability shall cease if and when the Company receives payment in full of the
amount unpaid on the Shares forfeited. |
| 40. | A certificate in writing under the hand of a Director that a Share has been duly forfeited on a date stated
in the certificate shall be conclusive evidence of the facts in the declaration as against all Persons claiming to be entitled to the
Share. |
| 41. | The Company may receive the consideration, if any, given for a Share on any sale or disposition thereof
pursuant to the provisions of these Articles as to forfeiture and may execute a transfer of the Share in favour of the Person to whom
the Share is sold or disposed of and that Person shall be registered as the holder of the Share and shall not be bound to see to the application
of the purchase money, if any, nor shall his title to the Shares be affected by any irregularity or invalidity in the proceedings in reference
to the disposition or sale. |
| 42. | 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 due and payable, whether on account of the amount of the Share, or by way of premium, as if the
same had been payable by virtue of a call duly made and notified. |
TRANSFER OF SHARES
| 43. | The instrument of transfer of any Share shall be in writing and in any usual or common form or such other
form as the Directors may, in their absolute discretion, approve and be executed by or on behalf of the transferor and if in respect of
a nil or partly paid up Share, or if so required by the Directors, shall also be executed on behalf of the transferee and shall be accompanied
by the certificate (if any) of the Shares to which it relates and such other evidence as the Directors may reasonably require to show
the right of the transferor to make the transfer. The transferor shall be deemed to remain a Shareholder until the name of the transferee
is entered in the Register in respect of the relevant Shares. |
| 44. | (a) | The Directors may in their absolute discretion decline
to register any transfer of Shares which is not fully paid up or on which the Company has a lien. |
| (b) | The Directors may also decline to register any transfer of any Share unless: |
| (i) | the instrument of transfer is lodged with the Company, accompanied by the certificate for the Shares to
which it relates and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer; |
| (ii) | the instrument of transfer is in respect of only one Class of Shares; |
| (iii) | the instrument of transfer is properly stamped, if required; |
| (iv) | in the case of a transfer to joint holders, the number of joint holders to whom the Share is to be transferred
does not exceed four; and |
| (v) | a fee of such maximum sum as the Designated Stock Exchange may determine to be payable, or such lesser
sum as the Board of Directors may from time to time require, is paid to the Company in respect thereof. |
| 45. | The registration of transfers may, after compliance with any notice required by the Designated Stock Exchange
Rules, be suspended and the Register closed at such times and for such periods as the Directors may, in their absolute discretion, from
time to time determine, provided always that such registration of transfer shall not be suspended nor the Register closed for more than
thirty (30) calendar days in any calendar year. |
| 46. | All instruments of transfer that are registered shall be retained by the Company. If the Directors refuse
to register a transfer of any Shares, they shall within two calendar months after the date on which the instrument of transfer was lodged
with the Company send notice of the refusal to each of the transferor and the transferee. |
TRANSMISSION OF SHARES
| 47. | The legal personal representative of a deceased sole holder of a Share shall be the only Person recognised
by the Company as having any title to the Share. In the case of a Share registered in the name of two or more holders, the survivors or
survivor, or the legal personal representatives of the deceased survivor, shall be the only Person recognised by the Company as having
any title to the Share. |
| 48. | Any Person becoming entitled to a Share in consequence of the death or bankruptcy of a Shareholder shall,
upon such evidence being produced as may from time to time be required by the Directors, have the right either to be registered as a Shareholder
in respect of the Share or, instead of being registered himself, to make such transfer of the Share as the deceased or bankrupt Person
could have made; but the Directors shall, in either case, have the same right to decline or suspend registration as they would have had
in the case of a transfer of the Share by the deceased or bankrupt Person before the death or bankruptcy. |
| 49. | A Person becoming entitled to a Share by reason of the death or bankruptcy of a Shareholder shall be entitled
to the same dividends and other advantages to which he would be entitled if he were the registered Shareholder, except that he shall not,
before being registered as a Shareholder in respect of the Share, be entitled in respect of it to exercise any right conferred by membership
in relation to meetings of the Company, provided however, that the Directors may at any time give notice requiring any such Person to
elect either to be registered himself or to transfer the Share, and if the notice is not complied with within ninety (90) calendar days,
the Directors may thereafter withhold payment of all dividends, bonuses or other monies payable in respect of the Share until the requirements
of the notice have been complied with. |
REGISTRATION OF EMPOWERING INSTRUMENTS
| 50. | The Company shall be entitled to charge a fee not exceeding one U.S. dollar (US$1.00) on the registration
of every probate, letters of administration, certificate of death or marriage, power of attorney, notice in lieu of distringas, or other
instrument. |
ALTERATION OF SHARE CAPITAL
| 51. | The Company may from time to time by Ordinary Resolution increase the share capital by such sum, to be
divided into Shares of such Classes and amount, as the resolution shall prescribe. |
| 52. | The Company may by Ordinary Resolution: |
| (a) | increase its share capital by new Shares of such amount as it thinks expedient; |
| (b) | consolidate and divide all or any of its
share capital into Shares of a larger amount than its existing Shares; |
| (c) | subdivide its Shares, or any of them, into Shares of an amount smaller than that fixed by the Memorandum,
provided that in the subdivision the proportion between the amount paid and the amount, if any, unpaid on each reduced Share shall be
the same as it was in case of the Share from which the reduced Share is derived; and |
| (d) | cancel any Shares that, 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 share capital by the amount of the Shares so cancelled. |
| 53. | The Company may by Special Resolution reduce its share capital and any capital redemption reserve in any
manner authorised by the Companies Act. |
REDEMPTION, PURCHASE AND SURRENDER OF SHARES
| 54. | Subject to the provisions of the Companies Act and these Articles, the Company may: |
| (a) | issue Shares that are to be redeemed or are liable to be redeemed at the option of the Shareholder or
the Company. The redemption of Shares shall be effected in such manner and upon such terms as may be determined, before the issue of such
Shares, by either the Board or by the Shareholders by Special Resolution; |
| (b) | purchase its own Shares (including any redeemable Shares) on such terms and in such manner and as have
been approved by the Board or by the Members by Ordinary Resolution, or are otherwise authorised by these Articles; and |
| (c) | make a payment in respect of the redemption or purchase of its own Shares in any manner permitted by the
Companies Law, including out of capital. |
| 55. | 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. |
| 56. | The holder of the Shares being purchased shall be bound to deliver up to the Company the certificate(s)
(if any) thereof for cancellation and thereupon the Company shall pay to him the purchase or redemption monies or consideration in respect
thereof. |
| 57. | The Directors may accept the surrender for no consideration of any fully paid Share. |
TREASURY SHARES
| 58. | The Directors may, prior to the purchase, redemption or surrender of any Share, determine that such Share
shall be held as a Treasury Share. |
| 59. | The Directors may determine to cancel a Treasury Share or transfer a Treasury Share on such terms as they
think proper (including, without limitation, for nil consideration). |
GENERAL MEETINGS
| 60. | All general meetings other than annual general meetings shall be called extraordinary general meetings. |
| 61. | (a) | The Company may (but shall not be obliged to) in each
calendar year hold a general meeting as its annual general meeting and shall specify the meeting as such in the notices calling it. The
annual general meeting shall be held at such time and place as may be determined by the Directors. |
| (b) | At these meetings the report of the Directors (if any) shall be presented. |
| 62. | (a) | The Chairman or a majority of the Directors may call
general meetings, and they shall on a Shareholders’ requisition forthwith proceed to convene an extraordinary general meeting of
the Company. |
| (b) | A Shareholders’ requisition is a requisition of two or more Members holding at the date of deposit
of the requisition Shares which carry in aggregate not less than one-third (1/3) of all votes attaching to all issued and outstanding
Shares of the Company that as at the date of the deposit carry the right to vote at general meetings of the Company. |
| (c) | The requisition must state the objects of the meeting and must be signed by the requisitionists and deposited
at the Registered Office, and may consist of several documents in like form each signed by one or more requisitionists. |
| (d) | If there are no Directors as at the date of the deposit of the Shareholders’ requisition, or if
the Directors do not within twenty-one (21) calendar days from the date of the deposit of the requisition duly proceed to convene a general
meeting to be held within a further twenty-one (21) calendar days, the requisitionists, or any of them representing more than one-half
(1/2) of the total voting rights of all of them, may themselves convene a general meeting, but any meeting so convened shall not be held
after the expiration of three calendar months after the expiration of the said twenty-one (21) calendar days. |
| (e) | A general meeting convened as aforesaid by requisitionists shall be convened in the same manner as nearly
as possible as that in which general meetings are to be convened by Directors. |
NOTICE OF GENERAL MEETINGS
| 63. | At least ten (10) calendar days’ notice shall be given for any general meeting. Every notice shall
be exclusive of the day on which it is given or deemed to be given and of the day for which it is given and shall specify the place (except
in the case of a Virtual Meeting), the day and the hour of the meeting and the general nature of the business and shall be given in the
manner hereinafter mentioned or in such other manner if any as may be prescribed by the Company, provided that a general meeting of the
Company shall, whether or not the notice specified in this Article has been given and whether or not the provisions of these Articles
regarding general meetings have been complied with, be deemed to have been duly convened if it is so agreed: |
| (a) | in the case of an annual general meeting, by all the Shareholders (or their proxies) entitled to attend
and vote thereat; and |
| (b) | in the case of an extraordinary general meeting, by two-thirds (2/3rd) of the Shareholders
having a right to attend and vote at the meeting and Present at the meeting. |
| 64. | The accidental omission to give notice of a meeting to or the non-receipt of a notice of a meeting by
any Shareholder shall not invalidate the proceedings at any meeting. |
PROCEEDINGS AT GENERAL MEETINGS
| 65. | No business except for the appointment of a chairman for the meeting shall be transacted at any general
meeting unless a quorum of Shareholders is Present at the time when the meeting proceeds to business. One or more Shareholders who together
hold Shares which carry in aggregate not less than one-third (1/3rd) of all votes attaching to all issued and outstanding Shares that
carry the right to vote at such general meeting Present shall be a quorum for all purposes. |
| 66. | If within half an hour from the time appointed for the meeting a quorum is not Present, the meeting shall
be dissolved. |
| 67. | If the Directors wish to make this facility available for a specific general meeting or all general meetings
of the Company, Presence at the relevant general meeting of the Company may be by means of Communication Facilities. Without limiting
the generality of the foregoing, the Directors may determine that any general meeting may be held as a Virtual Meeting. The notice of
any general meeting at which Communication Facilities may be utilized (including any Virtual Meeting) must disclose the Communication
Facilities that will be used, including the procedures to be followed by any Shareholder or other participant of the meeting who wishes
to utilize such Communication Facilities for the purposes of attending and participating in such meeting, including attending and casting
any vote thereat. |
| 68. | The Chairman, if any, shall preside as chairman at every general meeting of the Company. |
If there is no such
Chairman, or if at any general meeting he is not Present within fifteen minutes after the time appointed for holding the meeting or is
unwilling to act as chairman of the meeting, any Director or Person nominated by the Directors Present at the meeting shall preside as
chairman of that meeting, failing which the Shareholders Present shall choose any Person Present to be chairman of that meeting.
| 69. | The chairman of any general meeting (including any Virtual Meeting) shall be entitled to attend and participate at any such general
meeting by means of Communication Facilities, and to act as the chairman of such general meeting, in which event the following provisions
shall apply: |
| 70. | The chairman of the meeting shall be deemed to be Present at the meeting; and |
| 71. | If the Communication Facilities are interrupted or fail for any reason to enable the chairman of the meeting to hear and be heard
by all other Persons participating in the meeting, then the other Directors Present at the meeting shall choose another Director Present
to act as chairman of the meeting for the remainder of the meeting; provided that if no other Director is Present at the meeting, or if
all the Directors Present decline to take the chair, then the meeting shall be automatically adjourned to the same day in the next week
and at such time and place as shall be decided by the Board of Directors. |
| 72. | The chairman of the meeting may with the consent of any general meeting at which a quorum is Present (and
shall if so directed by the meeting) adjourn the meeting from time to time and from place to place, but no business shall be transacted
at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting,
or adjourned meeting, is adjourned for fourteen (14) calendar days or more, notice of the adjourned meeting shall be given as in the case
of an original meeting. Save as aforesaid it shall not be necessary to give any notice of an adjournment or of the business to be transacted
at an adjourned meeting. |
| 73. | The Directors may cancel or postpone any duly convened general meeting at any time prior to such meeting,
except for general meetings requisitioned by the Shareholders in accordance with these Articles, for any reason or for no reason, upon
notice in writing to Shareholders. A postponement may be for a stated period of any length or indefinitely as the Directors may determine.
Notice of the business to be transacted at such postponed general meeting shall not be required. If a general meeting is postponed in
accordance with this Article, the appointment of a proxy will be valid if it is received as required by the Articles not less than 48
hours before the time appointed for holding the postponed meeting. |
| 74. | At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands,
unless a poll is (before or on the declaration of the result of the show of hands) demanded. A poll may be demanded by the chairman of
the meeting or by any or one or more Shareholders Present at the meeting, who together hold Shares which carry in aggregate not less than
ten percent (10%) of the votes attaching to all issued and outstanding Shares that carry the right to vote at such general meeting. Unless
a poll is so demanded, a declaration by the chairman of the meeting that a resolution has, on a show of hands, been carried, or carried
unanimously, or by a particular majority, or lost, and an entry to that effect in the book of the proceedings of the Company, shall be
conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of, or against, that resolution. |
| 75. | If a poll is duly demanded it shall be taken in such manner as the chairman of the meeting directs, and
the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. |
| 76. | All questions submitted to a meeting shall be decided by an Ordinary Resolution except where a greater
majority is required by these Articles or by the Companies Act. In the case of an equality of votes, whether on a show of hands or on
a poll, the chairman of the meeting at which the show of hands takes place or at which the poll is demanded, shall not be entitled to
a second or casting vote. |
| 77. | A poll demanded on the election of a chairman of the meeting or on a question of adjournment shall be
taken forthwith. A poll demanded on any other question shall be taken at such time as the chairman of the meeting directs. |
VOTES OF SHAREHOLDERS
| 78. | Subject to any rights and restrictions for the time being attached to any Share, on a show of hands every
Shareholder Present at the meeting shall, at a general meeting of the Company, each have one (1) vote and on a poll every Shareholder
Present at the meeting shall have one vote for each Class A Ordinary Share and twenty (20) votes for each Class B Ordinary Share of which
he is the holder. |
| 79. | In the case of joint holders the vote of the senior who tenders a vote whether in person or by proxy (or,
if a corporation or other non-natural person, by its duly authorised representative or 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. |
| 80. | Shares carrying the right to vote that are held by a Shareholder of unsound mind, or in respect of whom
an order has been made by any court having jurisdiction in lunacy, may be voted, whether on a show of hands or on a poll, by his committee,
or other Person in the nature of a committee appointed by that court, and any such committee or other Person may vote in respect of such
Shares by proxy. |
| 81. | No Shareholder shall be entitled to vote at any general meeting of the Company unless all calls, if any,
or other sums presently payable by him in respect of Shares carrying the right to vote held by him have been paid. |
| 82. | On a poll votes may be given either personally or by proxy. |
| 83. | Each Shareholder, other than a recognised clearing house (or its nominee(s)) or depositary (or its nominee(s)),
may only appoint one proxy on a show of hand. 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 Seal or under the hand of an officer or
attorney duly authorised. A proxy need not be a Shareholder. |
| 84. | An instrument appointing a proxy may be in any usual or common form or such other form as the Directors
may approve. |
| 85. | The instrument appointing a proxy shall be deposited at the Registered Office or at such other place as
is specified for that purpose in the notice convening the meeting, or in any instrument of proxy sent out by the Company: |
| (a) | not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person
named in the instrument proposes to vote; or |
| (b) | in the case of a poll taken more than 48 hours after it is demanded, be deposited as aforesaid after the
poll has been demanded and not less than 24 hours before the time appointed for the taking of the poll; or |
| (c) | where the poll is not taken forthwith but is taken not more than 48 hours after it was demanded be delivered
at the meeting at which the poll was demanded to the chairman of the meeting or to the secretary or to any Director; |
provided that the Directors may in the
notice convening the meeting, or in an instrument of proxy sent out by the Company, direct that the instrument appointing a proxy may
be deposited at such other time (no later than the time for holding the meeting or adjourned meeting) at the Registered Office or at such
other place as is specified for that purpose in the notice convening the meeting, or in any instrument of proxy sent out by the Company.
The chairman of the meeting may in any event at his discretion direct that an instrument of proxy shall be deemed to have been duly deposited.
An instrument of proxy that is not deposited in the manner permitted shall be invalid.
| 86. | The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a
poll. |
| 87. | A resolution in writing signed by all the Shareholders for the time being entitled to receive notice of
and to attend and vote at general meetings of the Company (or being corporations by their duly authorised representatives) shall be as
valid and effective as if the same had been passed at a general meeting of the Company duly convened and held. |
CORPORATIONS ACTING BY REPRESENTATIVES AT
MEETINGS
| 88. | Any corporation which is a Shareholder or a Director 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 of any meeting of holders of
a Class or of the Directors or of a committee of Directors, and the Person so authorised shall be entitled to exercise the same powers
on behalf of the corporation which he represents as that corporation could exercise if it were an individual Shareholder or Director. |
DEPOSITARY AND CLEARING HOUSES
| 89. | If a recognised clearing house (or its nominee(s)) or depositary (or its nominee(s)) is a Member of the
Company it may, by resolution of its directors or other governing body or by power of attorney, authorise such Person(s) as it thinks
fit to act as its representative(s) at any general meeting of the Company or of any Class of Shareholders provided that, if more than
one Person is so authorised, the authorisation shall specify the number and Class of Shares in respect of which each such Person is so
authorised. A Person so authorised pursuant to this Article shall be entitled to exercise the same powers on behalf of the recognised
clearing house (or its nominee(s)) or depositary (or its nominee(s)) which he represents as that recognised clearing house (or its nominee(s))
or depositary (or its nominee(s)) could exercise if it were an individual Member holding the number and Class of Shares specified in such
authorisation, including the right to vote individually on a show of hands. |
DIRECTORS
| 90. | (a) | Unless otherwise determined by the Company in general
meeting, the number of Directors shall not be less than five Directors, and there shall be no maximum number of Directors. |
| (b) | The Board of Directors shall have a Chairman elected and appointed by a majority of the Directors then
in office. The period for which the Chairman will hold office will also be determined by a majority of all of the Directors then in office.
The Chairman shall preside as chairman at every meeting of the Board of Directors, save and except that if the Chairman is not present
at a meeting of the Board of Directors within fifteen minutes after the time appointed for holding the same, or if the Chairman is unable
or unwilling to act as the chairman of a meeting of the Board of Directors, the attending Directors may choose one of their number to
be the chairman of the meeting. |
| (c) | The Company may by Ordinary Resolution appoint any person to be a Director. |
| (d) | The Board may, by the affirmative vote of a simple majority of the remaining Directors present and voting
at a Board meeting, appoint any person as a Director, to fill a casual vacancy on the Board or as an addition to the existing Board. |
| (e) | A Director shall hold office until the expiration of his or her term or his or her successor shall have
been elected and qualified, or until his or her office is otherwise vacated. |
| 91. | A Director may be removed from office by Ordinary Resolution of the Company, notwithstanding anything
in these Articles or in any agreement between the Company and such Director (but without prejudice to any claim for damages under such
agreement). A vacancy on the Board created by the removal of a Director under the previous sentence may be filled by Ordinary Resolution
or by the affirmative vote of a simple majority of the remaining Directors present and voting at a Board meeting. The notice of any meeting
at which a resolution to remove a Director shall be proposed or voted upon must contain a statement of the intention to remove that Director
and such notice must be served on that Director not less than ten (10) calendar days before the meeting. Such Director is entitled to
attend the meeting and be heard on the motion for his removal. |
| 92. | The Board may, from time to time, and except as required by applicable law or Designated Stock Exchange
Rules, adopt, institute, amend, modify or revoke the corporate governance policies or initiatives of the Company and determine on various
corporate governance related matters of the Company as the Board shall determine by resolution of Directors from time to time. |
| 93. | A Director shall not be required to hold any Shares in the Company by way of qualification. A Director
who is not a Member of the Company shall nevertheless be entitled to attend and speak at general meetings. |
| 94. | The remuneration of the Directors may be determined by the Directors or by Ordinary Resolution. |
| 95. | The Directors shall be entitled to be paid for their travelling, hotel and other expenses properly incurred
by them in going to, attending and returning from meetings of the Directors, or any committee of the Directors, or general meetings of
the Company, or otherwise in connection with the business of the Company, or to receive such fixed allowance in respect thereof as may
be determined by the Directors from time to time, or a combination partly of one such method and partly the other. |
ALTERNATE DIRECTOR OR PROXY
| 96. | Any Director may in writing appoint another Person to be his alternate and, save to the extent provided
otherwise in the form of appointment, such alternate shall have authority to sign written resolutions on behalf of the appointing Director,
but shall not be required to sign such written resolutions where they have been signed by the appointing director, and to act in such
Director’s place at any meeting of the Directors at which the appointing Director is unable to be present. Every such alternate
shall be entitled to attend and vote at meetings of the Directors as a Director when the Director appointing him is not personally present
and where he is a Director to have a separate vote on behalf of the Director he is representing in addition to his own vote. A Director
may at any time in writing revoke the appointment of an alternate appointed by him. Such alternate shall be deemed for all purposes to
be a Director of the Company and shall not be deemed to be the agent of the Director appointing him. The remuneration of such alternate
shall be payable out of the remuneration of the Director appointing him and the proportion thereof shall be agreed between them. |
| 97. | Any Director may appoint any Person, whether or not a Director, to be the proxy of that Director to attend
and vote on his behalf, in accordance with instructions given by that Director, or in the absence of such instructions at the discretion
of the proxy, at a meeting or meetings of the Directors which that Director is unable to attend personally. The instrument appointing
the proxy shall be in writing under the hand of the appointing Director and shall be in any usual or common form or such other form as
the Directors may approve, and must be lodged with the chairman of the meeting of the Directors at which such proxy is to be used, or
first used, prior to the commencement of the meeting. |
DISQUALIFICATION OF DIRECTORS
| 98. | The office of Director shall be vacated, if the Director: |
| (a) | becomes bankrupt or makes any arrangement or composition with his creditors; |
| (b) | dies or is found to be or becomes of unsound mind; |
| (c) | resigns his office by notice in writing to the Company; |
| (d) | 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; |
| (e) | is prohibited by any applicable law or Designated Stock Exchange Rules from being a Director; or |
| (f) | is removed from office pursuant to any other provision of these Articles. |
RETIREMENT BY ROTATION
| 99. | (a) | Notwithstanding any other provisions in the Articles,
at each annual general meeting one-third of the Directors for the time being (or, if their number is not a multiple of three (3), the
number nearest to but not greater than one-third) shall retire from office by rotation. |
| (b) | A retiring Director shall be eligible for re-election. The Directors to retire by rotation shall include
(so far as necessary to ascertain the number of directors to retire by rotation) any Director who wishes to retire and not to offer himself
for reelection. Any further Directors so to retire shall be those of the other Directors subject to retirement by rotation who have been
longest in office since their last re-election or appointment and so that as between persons who became or were last re-elected Directors
on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot. |
| (c) | No person other than a Director retiring at a general meeting shall be eligible for election as a Director
at the meeting, unless recommended by the Directors for election. |
POWERS AND DUTIES OF DIRECTORS
| 100. | Subject to the Companies Act, these Articles and to any resolutions passed in a general meeting, the business
of the Company shall be managed by the Directors, who may pay all expenses incurred in setting up and registering the Company and may
exercise all powers of the Company. No resolution passed by the Company in general meeting shall invalidate any prior act of the Directors
that would have been valid if that resolution had not been passed. |
| 101. | Subject to these Articles, the Directors may from time to time appoint any natural person or corporation,
whether or not a Director to hold such office in the Company as the Directors may think necessary for the administration of the Company,
including but not limited to, chief executive officer, one or more other executive officers, president, one or more vice-presidents, treasurer,
assistant treasurer, manager or controller, and for such term and at such remuneration (whether by way of salary or commission or participation
in profits or partly in one way and partly in another), and with such powers and duties as the Directors may think fit. Any natural person
or corporation so appointed by the Directors may be removed by the Directors. The Directors may also appoint one or more of their number
to the office of managing director upon like terms, but any such appointment shall ipso facto terminate if any managing director ceases
for any cause to be a Director, or if the Company by Ordinary Resolution resolves that his tenure of office be terminated. |
| 102. | The Directors may appoint any natural person or corporation to be a Secretary (and if need be an assistant
Secretary or assistant Secretaries) who shall hold office for such term, at such remuneration and upon such conditions and with such powers
as they think fit. Any Secretary or assistant Secretary so appointed by the Directors may be removed by the Directors. |
| 103. | The Directors may delegate any of their powers to committees consisting of such member or members of their
body as they think fit; any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be
imposed on it by the Directors. |
| 104. | The Directors may from time to time and at any time by power of attorney (whether under Seal or under
hand) or otherwise appoint any company, firm or Person or body of Persons, whether nominated directly or indirectly by the Directors,
to be the attorney or attorneys or authorised signatory (any such person being an “Attorney” or “Authorised Signatory”,
respectively) of the Company for such purposes and with such powers, authorities and discretion (not exceeding those vested in or exercisable
by the Directors under these Articles) and for such period and subject to such conditions as they may think fit, and any such power of
attorney or other appointment may contain such provisions for the protection and convenience of Persons dealing with any such Attorney
or Authorised Signatory as the Directors may think fit, and may also authorise any such Attorney or Authorised Signatory to delegate all
or any of the powers, authorities and discretion vested in him. |
| 105. | The Directors may from time to time provide for the management of the affairs of the Company in such manner
as they shall think fit and the provisions contained in the three next following Articles shall not limit the general powers conferred
by this Article. |
| 106. | The Directors from time to time and at any time may establish any committees, local boards or agencies
for managing any of the affairs of the Company and may appoint any natural person or corporation to be a member of such committees or
local boards and may appoint any managers or agents of the Company and may fix the remuneration of any such natural person or corporation. |
| 107. | The Directors from time to time and at any time may delegate to any such committee, local board, manager
or agent any of the powers, authorities and discretions for the time being vested in the Directors and may authorise the members for the
time being of any such local board, or any of them to fill any vacancies therein and to act notwithstanding vacancies and any such appointment
or delegation may be made on such terms and subject to such conditions as the Directors may think fit and the Directors may at any time
remove any natural person or corporation so appointed and may annul or vary any such delegation, but no Person dealing in good faith and
without notice of any such annulment or variation shall be affected thereby. |
| 108. | Any such delegates as aforesaid may be authorised by the Directors to sub-delegate all or any of the powers,
authorities, and discretion for the time being vested in them. |
BORROWING POWERS OF DIRECTORS
| 109. | The Directors may from time to time at their discretion exercise all the powers of the Company to borrow
money, to mortgage or charge all or any part of its undertaking, property and assets (present and future) and uncalled capital, and to
issue debentures, bonds and other securities, whenever money is borrowed or as security for any debt, liability or obligation of the Company
or of any third party. |
THE SEAL
| 110. | The Seal shall not be affixed to any instrument except by the authority of a resolution of the Directors
provided always that such authority may be given prior to or after the affixing of the Seal and if given after may be in general form
confirming a number of affixings of the Seal. The Seal shall be affixed in the presence of a Director or a Secretary (or an assistant
Secretary) or in the presence of any one or more Persons as the Directors may appoint for the purpose and every Person as aforesaid shall
sign every instrument to which the Seal is so affixed in their presence. |
| 111. | The Company may maintain a facsimile of the Seal in such countries or places as the Directors may appoint
and such facsimile Seal shall not be affixed to any instrument except by the authority of a resolution of the Directors provided always
that such authority may be given prior to or after the affixing of such facsimile Seal and if given after may be in general form confirming
a number of affixings of such facsimile Seal. The facsimile Seal shall be affixed in the presence of such Person or Persons as the Directors
shall for this purpose appoint and such Person or Persons as aforesaid shall sign every instrument to which the facsimile Seal is so affixed
in their presence and such affixing of the facsimile Seal and signing as aforesaid shall have the same meaning and effect as if the Seal
had been affixed in the presence of and the instrument signed by a Director or a Secretary (or an assistant Secretary) or in the presence
of any one or more Persons as the Directors may appoint for the purpose. |
| 112. | Notwithstanding the foregoing, a Secretary or any assistant Secretary shall have the authority to affix
the Seal, or the facsimile Seal, to any instrument for the purposes of attesting authenticity of the matter contained therein but which
does not create any obligation binding on the Company. |
PROCEEDINGS OF DIRECTORS
| 113. | The Directors may meet together (either within or outside the Cayman Islands) for the despatch of business,
adjourn, and otherwise regulate their meetings and proceedings as they think fit. Questions arising at any meeting shall be decided by
a majority of votes. At any meeting of the Directors, each Director present in person or represented by his proxy or alternate shall be
entitled to one vote. In case of an equality of votes the chairman of the meeting shall not have a second or casting vote. A Director
may, and a Secretary or assistant Secretary on the requisition of a Director shall, at any time summon a meeting of the Directors. |
| 114. | A Director may participate in any meeting of the Directors, or of any committee appointed by the Directors
of which such Director is a member, by means of telephone or similar communication equipment by way of which all Persons participating
in such meeting can communicate with each other and such participation shall be deemed to constitute presence in person at the meeting. |
| 115. | The quorum necessary for the transaction of the business of the Board may be fixed by the Directors, and
unless so fixed, the quorum shall be a majority of Directors then in office. A Director represented by proxy or by an alternate Director
at any meeting shall be deemed to be present for the purposes of determining whether or not a quorum is present. |
| 116. | A Director who is in any way, whether directly or indirectly, interested in a contract or proposed contract
or arrangement with the Company shall declare the nature of his interest at a meeting of the Directors. A general notice given to the
Directors by any Director to the effect that he is a member of any specified company or firm and is to be regarded as interested in any
contract or transaction which may thereafter be made with that company or firm shall be deemed a sufficient declaration of interest in
regard to any contract so made or transaction so consummated. Subject to the Designated Stock Exchange Rules and disqualification by the
chairman of relevant Board meeting, a Director may vote in respect of any contract or proposed contract or arrangement notwithstanding
that he may be interested therein and if he does so his vote shall be counted and he may be counted in the quorum at any meeting of the
Directors at which any such contract or proposed contract or arrangement shall come before the meeting for consideration, provided that
(a) such Director, if his interest (whether direct or indirect) in such contract or arrangement is material, has declared the nature of
his interest at the earliest meeting of the Board at which it is practicable for him to do so, either specifically or by way of a general
notice and (b) if such contract or arrangement is a transaction with a related party, such transaction has been approved by the audit
committee of the Company. |
| 117. | A Director may hold any other office or place of profit under the Company (other than the office of auditor)
in conjunction with his office of Director for such period and on such terms (as to remuneration and otherwise) as the Directors may determine
and no Director or intending Director shall be disqualified by his office from contracting with the Company either with regard to his
tenure of any such other office or place of profit or as vendor, purchaser or otherwise, nor shall any such contract or arrangement entered
into by or on behalf of the Company 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 for any profit realised by any such contract or arrangement by
reason of such Director holding that office or of the fiduciary relation thereby established. A Director, notwithstanding his interest,
may be counted in the quorum present at any meeting of the Directors whereat he or any other Director is appointed to hold any such office
or place of profit under the Company or whereat the terms of any such appointment are arranged and he may vote on any such appointment
or arrangement. |
| 118. | Any Director may act by himself or through his firm in a professional capacity for the Company, and he
or his firm shall be entitled to remuneration for professional services as if he were not a Director; provided that nothing herein contained
shall authorise a Director or his firm to act as auditor to the Company. |
| 119. | The Directors shall cause minutes to be made for the purpose of recording: |
| (a) | all appointments of officers made by the Directors; |
| (b) | the names of the Directors present at each meeting of the Directors and of any committee of the Directors;
and |
| (c) | all resolutions and proceedings at all meetings of the Company, and of the Directors and of committees
of Directors. |
| 120. | When the chairman of a meeting of the Directors signs the minutes of such meeting the same shall be deemed
to have been duly held notwithstanding that all the Directors have not actually come together or that there may have been a technical
defect in the proceedings. |
| 121. | A resolution in writing signed by all the Directors or all the members of a committee of Directors entitled
to receive notice of a meeting of Directors or committee of Directors, as the case may be (an alternate Director, subject as provided
otherwise in the terms of appointment of the alternate Director, being entitled to sign such a resolution on behalf of his appointer),
shall be as valid and effectual as if it had been passed at a duly called and constituted meeting of Directors or committee of Directors,
as the case may be. When signed a resolution may consist of several documents each signed by one or more of the Directors or his duly
appointed alternate. |
| 122. | The continuing Directors may act notwithstanding any vacancy in their body but if and for so long as their
number is reduced below the number fixed by or pursuant to these Articles as the necessary quorum of Directors, the continuing Directors
may act for the purpose of increasing the number, or of summoning a general meeting of the Company, but for no other purpose. |
| 123. | Subject to any regulations imposed on it by the Directors, a committee appointed by the Directors may
elect a chairman of its meetings. If no such chairman is elected, or if at any meeting the chairman is not present within fifteen minutes
after the time appointed for holding the meeting, the committee members present may choose one of their members to be chairman of the
meeting. |
| 124. | A committee appointed by the Directors may meet and adjourn as it thinks proper. Subject to any regulations
imposed on it by the Directors, questions arising at any meeting shall be determined by a majority of votes of the committee members present
and in case of an equality of votes the chairman shall have a second or casting vote. |
| 125. | All acts done by any meeting of the Directors or of a committee of Directors, or by any Person acting
as a Director, shall notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such Director
or Person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such Person had been duly appointed
and was qualified to be a Director. |
PRESUMPTION OF ASSENT
| 126. | A Director who is present at a meeting of the Board of Directors at which an action on any Company matter
is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless
he shall file his written dissent from such action with the person acting as the chairman or secretary of the meeting before the adjournment
thereof or shall forward such dissent by registered post to such person immediately after the adjournment of the meeting. Such right to
dissent shall not apply to a Director who voted in favour of such action. |
DIVIDENDS
| 127. | Subject to any rights and restrictions for the time being attached to any Shares, the Directors may from
time to time declare dividends (including interim dividends) and other distributions on Shares in issue and authorise payment of the same
out of the funds of the Company lawfully available therefor. |
| 128. | Subject to any rights and restrictions for the time being attached to any Shares, the Company by Ordinary
Resolution may declare dividends, but no dividend shall exceed the amount recommended by the Directors. |
| 129. | The Directors may, before recommending or declaring any dividend, set aside out of the funds legally available
for distribution such sums as they think proper as a reserve or reserves which shall, in the absolute discretion of the Directors, be
applicable for meeting contingencies or for equalising dividends or for any other purpose to which those funds may be properly applied,
and pending such application may in the absolute discretion of the Directors, either be employed in the business of the Company or be
invested in such investments (other than Shares of the Company) as the Directors may from time to time think fit. |
| 130. | Any dividend payable in cash to the holder of Shares may be paid in any manner determined by the Directors.
If paid by cheque it will be sent by mail addressed to the holder at his address in the Register, or addressed to such person and at such
addresses as the holder may 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. |
| 131. | The Directors may determine that a dividend shall be paid wholly or partly by the distribution of specific
assets (which may consist of the shares or securities of any other company) and may settle all questions concerning such distribution.
Without limiting the generality of the foregoing, the Directors may fix the value of such specific assets, may determine that cash payment
shall be made to some Shareholders in lieu of specific assets and may vest any such specific assets in trustees on such terms as the Directors
think fit. |
| 132. | Subject to any rights and restrictions for the time being attached to any Shares, all dividends shall
be declared and paid according to the amounts paid up on the Shares, but if and for so long as nothing is paid up on any of the Shares
dividends may be declared and paid according to the par value of the Shares. No amount paid on a Share in advance of calls shall, while
carrying interest, be treated for the purposes of this Article as paid on the Share. |
| 133. | If several Persons are registered as joint holders of any Share, any of them may give effective receipts
for any dividend or other moneys payable on or in respect of the Share. |
| 134. | No dividend shall bear interest against the Company. |
| 135. | Any dividend unclaimed after a period of six calendar years from the date of declaration of such dividend
may be forfeited by the Board of Directors and, if so forfeited, shall revert to the Company. |
ACCOUNTS, AUDIT AND ANNUAL RETURN AND DECLARATION
| 136. | The books of account relating to the Company’s affairs shall be kept in such manner as may be determined
from time to time by the Directors. |
| 137. | The books of account shall be kept at the Registered Office, or at such other place or places as the Directors
think fit, and shall always be open to the inspection of the Directors. |
| 138. | The Directors may from time to time determine whether and to what extent and at what times and places
and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of Shareholders
not being Directors, and no Shareholder (not being a Director) shall have any right to inspect any account or book or document of the
Company except as conferred by any applicable law or authorised by the Directors or by Ordinary Resolution. |
| 139. | The accounts relating to the Company’s affairs shall be audited in such manner and with such financial
year end as may be determined from time to time by the Directors or failing any determination as aforesaid shall not be audited. |
| 140. | The Directors may appoint an auditor of the Company who shall hold office until removed from office by
a resolution of the Directors and may fix his or their remuneration. |
| 141. | Every auditor of the Company shall have a right of access at all times to the books and accounts and vouchers
of the Company and shall be entitled to require from the Directors and officers of the Company such information and explanation as may
be necessary for the performance of the duties of the auditors. |
| 142. | The auditors shall, if so required by the Directors, make a report on the accounts of the Company during
their tenure of office at the next annual general meeting following their appointment, and at any time during their term of office, upon
request of the Directors or any general meeting of the Members. |
| 143. | The Directors in each calendar year shall prepare, or cause to be prepared, an annual return and declaration
setting forth the particulars required by the Companies Law and deliver a copy thereof to the Registrar of Companies in the Cayman Islands. |
CAPITALISATION OF RESERVES
| 144. | Subject to the Companies Act, the Directors may: |
| (a) | resolve to capitalise any sum standing to the credit of any of the Company’s reserve accounts or
funds (including the Share Premium Account and capital redemption reserve fund) or any sum standing to the credit of the profit and loss
account or otherwise available for distribution; |
| (b) | appropriate the sum resolved to be capitalised to the Shareholders in proportion to the nominal amount
of Shares (whether or not fully paid) held by them respectively and apply that sum on their behalf in or towards: |
| (i) | paying up the amounts (if any) for the time being unpaid on Shares held by them respectively, or |
| (ii) | paying up in full unissued Shares or debentures of a nominal amount equal to that sum, |
and allot the Shares or debentures, credited
as fully paid, to the Shareholders (or as they may direct) in those proportions, or partly in one way and partly in the other, but the
Share Premium Account, the capital redemption reserve and profits which are not available for distribution may, for the purposes of this
Article, only be applied in paying up unissued Shares to be allotted to Shareholders credited as fully paid;
| (c) | make any arrangements they think fit to resolve a difficulty arising in the distribution of a capitalised
reserve and in particular, without limitation, where Shares or debentures become distributable in fractions the Directors may deal with
the fractions as they think fit; |
| (d) | authorise a Person to enter (on behalf of all the Shareholders concerned) into an agreement with the Company
providing for either: |
| (i) | the allotment to the Shareholders respectively, credited as fully paid, of Shares or debentures to which
they may be entitled on the capitalisation, or |
| (ii) | the payment by the Company on behalf of the Shareholders (by the application of their respective proportions
of the reserves resolved to be capitalised) of the amounts or part of the amounts remaining unpaid on their existing Shares, |
and any such agreement made under this
authority being effective and binding on all those Shareholders; and
| (e) | generally do all acts and things required to give effect to the resolution. |
| 145. | Notwithstanding any provisions in these Articles, the Directors may resolve to capitalise any sum standing
to the credit of any of the Company’s reserve accounts or funds (including the Share Premium Account and capital redemption reserve
fund) or any sum standing to the credit of the profit and loss account or otherwise available for distribution by applying such sum in
paying up in full unissued Shares to be allotted and issued to: |
| (a) | employees (including Directors) or service providers of the Company or its Affiliates upon exercise or
vesting of any options or awards granted under any share incentive scheme or employee benefit scheme or other arrangement which relates
to such persons that has been adopted or approved by the Directors or the Members; |
| (b) | any trustee of any trust or administrator of any share incentive scheme or employee benefit scheme to
whom shares are to be allotted and issued by the Company in connection with the operation of any share incentive scheme or employee benefit
scheme or other arrangement which relates to such persons that has been adopted or approved by the Directors or Members; or |
| (c) | any depositary of the Company for the purposes of the issue, allotment and delivery by the depositary
of ADSs to employees (including Directors) or service providers of the Company or its Affiliates upon exercise or vesting of any options
or awards granted under any share incentive scheme or employee benefit scheme or other arrangement which relates to such persons that
has been adopted or approved by the Directors or the Members. |
SHARE PREMIUM ACCOUNT
| 146. | The Directors shall in accordance with the Companies Act establish a 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. |
| 147. | There shall be debited to any Share Premium Account on the redemption or purchase of a Share the difference
between the nominal value of such Share and the redemption or purchase price provided always that at the discretion of the Directors such
sum may be paid out of the profits of the Company or, if permitted by the Companies Act, out of capital. |
NOTICES
| 148. | Except as otherwise provided in these Articles, any notice or document may be served by the Company or
by the Person entitled to give notice to any Shareholder either personally, or by posting it by airmail or by a recognized courier service
in a prepaid letter addressed to such Shareholder at his address as appearing in the Register, or by electronic mail to any electronic
mail address such Shareholder may have specified in writing for the purpose of such service of notices, or by facsimile to any facsimile
number such Shareholder may have specified in writing for the purpose of such service of notices, or by placing it on the Company’s
Website should the Directors deem it appropriate. 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 in respect of the joint holding, and notice so given shall be sufficient notice
to all the joint holders. |
| 149. | Any notice, if send from one country to another, shall be sent by airmail or by a recognized courier service. |
| 150. | Any Shareholder Present, either personally or by proxy, at any meeting of the Company shall for all purposes
be deemed to have received due notice of such meeting and, where requisite, of the purposes for which such meeting was convened. |
| 151. | Any notice or other document, if served by: |
| (a) | post, shall be deemed to have been served five (5) calendar days after the time when the letter containing
the same is posted; |
| (b) | facsimile, shall be deemed to have been served upon production by the transmitting facsimile machine of
a report confirming transmission of the facsimile in full to the facsimile number of the recipient; |
| (c) | recognized courier service, shall be deemed to have been served 48 hours after the time when the letter
containing the same is delivered to the courier service; or |
| (d) | electronic mail, shall be deemed to have been served immediately upon the time of the transmission by
electronic mail; or |
| (e) | placing it on the Company’s Website, shall be deemed to have been served immediately upon the time
when the same is placed on the Company’s Website. |
In proving service by post or courier
service it shall be sufficient to prove that the letter containing the notice or documents was properly addressed and duly posted or delivered
to the courier service.
| 152. | Any notice or document delivered or sent by post to or left at the registered address of any Shareholder
in accordance with the terms of these Articles shall notwithstanding that such Shareholder be then dead or bankrupt, and whether or not
the Company has notice of his death or bankruptcy, be deemed to have been duly served in respect of any Share registered in the name of
such Shareholder as sole or joint holder, unless his name shall at the time of the service of the notice or document have been removed
from the Register as the holder of the Share, and such service shall for all purposes be deemed a sufficient service of such notice or
document on all Persons interested (whether jointly with or as claiming through or under him) in the Share. |
| 153. | Notice of every general meeting of the Company shall be given to: |
| (a) | all Shareholders holding Shares with the right to receive notice and who have supplied to the Company
an address for the giving of notices to them; and |
| (b) | every Person entitled to a Share in consequence of the death or bankruptcy of a Shareholder, who but for
his death or bankruptcy would be entitled to receive notice of the meeting. |
No other Person shall be entitled to
receive notices of general meetings.
INFORMATION
| 154. | No Member shall be entitled to require discovery of any information in respect of any detail of the Company’s
trading or any information 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 Board would not be in the interests of the Members of the Company to communicate
to the public. |
| 155. | The Board shall be entitled to release or disclose any information in its possession, custody or control
regarding the Company or its affairs to any of its Members including, without limitation, information contained in the Register and transfer
books of the Company. |
INDEMNITY
| 156. | Every Director (including for the purposes of this Article any alternate Director appointed pursuant to
the provisions of these Articles), Secretary, assistant Secretary, or other officer for the time being and from time to time of the Company
(but not including the Company’s auditors) and the personal representatives of the same (each an “Indemnified Person”)
shall be indemnified and secured harmless against all actions, proceedings, 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. |
| 157. | No Indemnified Person shall be liable: |
| (a) | for the acts, receipts, neglects, defaults or omissions of any other Director or officer or agent of the
Company; or |
| (b) | for any loss on account of defect of title to any property of the Company; or |
| (c) | on account of the insufficiency of any security in or upon which any money of the Company shall be invested;
or |
| (d) | for any loss incurred through any bank, broker or other similar Person; or |
| (e) | for any loss occasioned by any negligence, default, breach of duty, breach of trust, error of judgement
or oversight on such Indemnified Person’s part; or |
| (f) | for any loss, damage or misfortune whatsoever which may happen in or arise from the execution or discharge
of the duties, powers, authorities, or discretions of such Indemnified Person’s office or in relation thereto; |
unless the same shall happen through
such Indemnified Person’s own dishonesty, willful default or fraud.
FINANCIAL YEAR
| 158. | Unless the Directors otherwise prescribe, the financial year of the Company shall end on December 31st
in each calendar year and shall begin on January 1st in each calendar year. |
NON-RECOGNITION OF TRUSTS
| 159. | No Person shall be recognised by the Company as holding any Share upon any trust and the Company shall
not, unless required by law, be bound by or be compelled in any way to recognise (even when having notice thereof) any equitable, contingent,
future or partial interest in any Share or (except only as otherwise provided by these Articles or as the Companies Act requires) any
other right in respect of any Share except an absolute right to the entirety thereof in each Shareholder registered in the Register. |
WINDING UP
| 160. | If the Company shall be wound up the liquidator may, with the sanction of a Special Resolution of the
Company and any other sanction required by the Companies Act, divide amongst the Members in species or in kind the whole or any part of
the assets of the Company (whether they shall consist of property of the same kind or not) and may for that purpose value any assets and
determine how the division shall be carried out as between the Members or different classes of Members. The liquidator may, with the like
sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the Members as the liquidator, with
the like sanction, shall think fit, but so that no Member shall be compelled to accept any asset upon which there is a liability. |
| 161. | 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 share capital at the commencement of the winding up, the surplus shall be distributed
amongst the Members in proportion to the par value of the Shares held by them at the commencement of the winding up subject to a deduction
from those Shares in respect of which there are monies due, of all monies payable to the Company for unpaid calls or otherwise. If in
a winding up, the assets available for distribution amongst the Members shall be insufficient to repay the whole of the share capital,
such assets shall be distributed so that, as nearly as may be, the losses shall be borne by the Members in proportion to the par value
of the Shares held by them. This Article is without prejudice to the rights of the holders of Shares issued upon special terms and conditions. |
AMENDMENT OF ARTICLES OF ASSOCIATION
| 162. | Subject to the Companies Act, the Company may at any time and from time to time by Special Resolution
alter or amend these Articles in whole or in part. |
CLOSING OF REGISTER OR FIXING RECORD DATE
| 163. | For the purpose of determining those Shareholders that are entitled to receive notice of, attend or vote
at any meeting of Shareholders or any adjournment thereof, or those Shareholders that are entitled to receive payment of any dividend,
or in order to make a determination as to who is a Shareholder for any other purpose, the Directors may provide that the Register shall
be closed for transfers for a stated period which shall not exceed in any case thirty (30) calendar days in any calendar year. |
| 164. | In lieu of or apart from closing the Register, the Directors may fix in advance a date as the record date
for any such determination of those Shareholders that are entitled to receive notice of, attend or vote at a meeting of the Shareholders
and for the purpose of determining those Shareholders that are entitled to receive payment of any dividend the Directors may, at or within
ninety (90) calendar days prior to the date of declaration of such dividend, fix a subsequent date as the record date for such determination. |
| 165. | If the Register is not so closed and no record date is fixed for the determination of those Shareholders
entitled to receive notice of, attend or vote at a meeting of Shareholders or those Shareholders that are entitled to receive payment
of a dividend, the date on which notice of the meeting is posted or the date on which the resolution of the Directors declaring such dividend
is adopted, as the case may be, shall be the record date for such determination of Shareholders. When a determination of those Shareholders
that are entitled to receive notice of, attend or vote at a meeting of Shareholders has been made as provided in this Article, such determination
shall apply to any adjournment thereof. |
REGISTRATION BY WAY OF CONTINUATION
| 166. | The Company may by Special Resolution resolve to be registered by way of continuation in a jurisdiction
outside the Cayman Islands or such other jurisdiction in which it is for the time being incorporated, registered or existing. In furtherance
of a resolution adopted pursuant to this Article, the Directors may cause an application to be made to the Registrar of Companies to deregister
the Company in the Cayman Islands or such other jurisdiction in which it is for the time being incorporated, registered or existing and
may cause all such further steps as they consider appropriate to be taken to effect the transfer by way of continuation of the Company. |
DISCLOSURE
| 167. | The Directors, or any service providers (including the officers, the Secretary and the registered office
provider of the Company) specifically authorised by the Directors, shall be entitled to disclose to any regulatory or judicial authority
any information regarding the affairs of the Company including without limitation information contained in the Register and books of the
Company. |
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