UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of July 2025

 

Commission File Number: 001-42544

 

Skycorp Solar Group Limited

 

Room 303, Block B, No.188 Jinghua Road, YinzhouDistrict,
Ningbo City, Zhejiang Province, China 315048

+86 0574 87966876

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annualreports under cover of Form 20-F or Form 40-F:

 

Form 20-F ☒      Form 40-F ☐

 

 

 

 

 

EXHIBIT INDEX

 

Exhibit No.

   Description
99.1   Press Release
99.2   EGM Notice
99.3   Form of Proxy

 

1

 

 

SIGNATURES

 

Pursuant to the requirements of the SecuritiesExchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  Skycorp Solar Group Limited
     
Date: July 11, 2025 By: /s/ Weiqi Huang
  Name:   Weiqi Huang
  Title: Chief Executive Officer, Chairman of the Board, Director

 

2

 

Exhibit 99.1

 

Skycorp to Hold Extraordinary General Meeting

 

NINGBO, China, July 11, 2025 /PRNewswire/ –Skycorp Solar Group Limited (the “Company” or “Skycorp”) (Nasdaq: PN), a solar PV product provider engaged inthe manufacture and sale of solar cables and solar connectors, today announced that it will hold an extraordinary general meeting (the“EGM”) of shareholders at its executive office at Room 303, Block B, No.188 Jinghua Road, Yinzhou District, Ningbo City, ZhejiangProvince, China 315048, at 9:00a.m. on August 11, 2025, Beijing/Hong Kong Time.

 

Holders of record of the Company’s ordinaryshares of at the close of business on July 7, 2025, Eastern Time, or their proxy holders, are entitled to vote at the EGM orany adjournment or postponement thereof.

 

Copies of the notice of the Meeting and the formof proxy are available on the Company’s corporate investor relations website at https:// www.ir.skycorp.com.

 

About Skycorp Solar Group Limited

 

Skycorp Solar Group Limited is a solar photovoltaic(PV) product provider focused on manufacturing and selling solar cables and connectors. We also partner with various IC chip manufacturersto offer new and used GPU and HPC servers. Our operations are managed through our subsidiaries, including Ningbo Skycorp Solar Co., Ltd.,in China.

 

The Company’s mission is to become a greenenergy solutions provider for data centers by utilizing solar power and delivering eco-friendly solar PV products. By leveraging the Company’sexpertise in solar technologies and relationships with HPC server clients, it aims to expand offerings of solar PV products and serversolutions for enterprise customers. For more information, please visit: https:// www.ir.skycorp.com.

 

Forward-looking Statements

 

This press release contains forward-looking statements.Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlyingassumptions and other statements that are other than statements of historical facts. When the Company uses words such as “may, “will,“intend,” “should,” “believe,” “expect,” “anticipate,” “project,”“estimate” or similar expressions that do not relate solely to historical matters, it is making forward-looking statements.These forward-looking statements include, without limitation, the Company’s statements regarding the expected trading of its OrdinaryShares on the Nasdaq Capital Market and the closing of the Offering. Forward-looking statements are not guarantees of future performanceand involve risks and uncertainties that may cause the actual results to differ materially from the Company’s expectations discussedin the forward-looking statements. These statements are subject to uncertainties and risks including, but not limited to, the uncertaintiesrelated to market conditions and the completion of the initial public offering on the anticipated terms or at all, and other factors discussedin the “Risk Factors” section of the registration statement filed with the SEC. For these reasons, among others, investorsare cautioned not to place undue reliance upon any forward-looking statements in this press release. Additional factors are discussedin the Company’s filings with the SEC, which are available for review at www.sec.gov. The Company undertakes no obligation to publiclyrevise these forward-looking statements to reflect events or circumstances that arise after the date hereof.

 

For more information, please contact:

 

Investor Relations

WFS Investor Relations Inc.

Connie Kang

Partner

Email: ckang@wealthfsllc.com

Tel: +86 1381 185 7742 (CN)

 

Exhibit 99.2

 

Skycorp Solar Group Limited

 

Registered CompanyNo 386421

 

Noticeof Extraordinary General Meeting

 

Noticeis hereby given that the extraordinary general meeting (the Meeting) of Skycorp Solar Group Limited, a Cayman Islandsexempted company with limited liability (the Company) will be held at Room 303, Block B, No.188 Jinghua Road, Yinzhou District,Ningbo City, Zhejiang Province, China 315048 on August 11, 2025 at 9:00 a.m. (local time).

 

You are cordially invited to attend the Meetingfor the purpose of considering and voting upon, and if thought fit, passing and approving the following resolutions of the Company:

 

PROPOSAL1 – SHARE CAPITAL REORGANISATION PROPOSAL

 

“RESOLVED,as an ordinary resolution that, the Company increases, amend and reclassifies its authorised share capital with immediate effect by undertakingthe following steps:

 

(a)increase the number of shares which it is authorised to issue from 500,000,000 to 1,000,000,000 ordinaryshares of par value US$0.0001 each (the Authorised Share Capital Increase);

 

(b)following the Authorised Share Capital Increase, 750,000,000 of the authorised ordinary shares of parvalue of US$0.0001 each (including all of the existing issued ordinary shares) in the Company will be re-designated and re-classifiedas 750,000,000 class A ordinary shares of par value US$0.0001 each (the Class A Ordinary Shares), where the rights of the existingordinary shares shall be the same as the Class A Ordinary Shares;

 

(c)110,000,000 authorised but unissued ordinary shares of par value of US$0.0001 each in the Company willbe cancelled and a new class of shares comprising of 110,000,000 class B ordinary shares of par value US$0.0001 each (the Class B OrdinaryShares), which will be entitled to thirty-five (35) votes per share, will be created; and

 

(d)140,000,000 authorised but unissued ordinary shares of par value of US$0.0001 each in the Company willbe cancelled and a new series of shares comprising of 140,000,000 preferred shares of par value US$0.0001 each (the Preferred Shares),will be created,

 

such that the authorised sharecapital of the Company shall become US$100,000 divided into (a) 750,000,000 class A ordinary shares of a par value of US$0.0001 each,(b) 110,000,000 class B ordinary shares of a par value of US$0.0001 each and (c) 140,000,000 Preferred Shares of a par value of US$0.0001each (the Share Capital Reorganisation).”

 

 

 

PROPOSAL2 – CHARTER AMENDMENT PROPOSAL

 

“RESOLVED,as a special resolution that, subject to the Share Capital Reorganisation taking effect, the fourth amended and restated memorandum andarticles of association of the Company, the form of which is attached to this notice as the Appendix (the Fourth RestatedMAA), be adopted in its entirety and in substitution for and to the exclusion of the existing memorandumand articles of association of the Company with effect from date of the special resolution adopting the same.”

 

PROPOSAL3 – SHARE REPURCHASE AND ISSUANCE PROPOSAL

 

“RESOLVED,as a special resolution that, subject to the Share Capital Reorganisation and the Fourth Restated MAA taking effect, the Company repurchase13,025,000 Class A Ordinary Shares held by Skyline Tech Limited (Skyline), all of which are fullypaid shares, in consideration of and out of the proceeds of the Company’s new issuance of 13,025,000 Class B Ordinary Shares to Skyline(collectively, the Share Repurchase and Issue),

 

such that, as a result of theShare Repurchase and Issue, Skyline would control 97.0% of the votes of the Company.”

 

All registered shareholders of the Company atthe close of business on 7 July 2025 (the Record Date) are entitled to receive notice of, attend and vote on the matters to beacted on at the Meeting and any adjourned or postponed meeting thereof.

 

This Notice of Meeting is dated July 11, 2025and is being mailed to shareholders on or about the same date.

 

By order of the Board of Directors of the Company

 

/s/ Weiqi Huang  
Name:  Weiqi Huang  
  Chairman  

 

 

 

Appendix

 

Fourth Restated M&A

 

 

 

 

 

 

Companies Act (Revised)

 

Company Limited By Shares

 

 
 

 

FOURTH AMENDED AND RESTATED
memorandum of association
SKycorp solar group limited

 

  

 

(Adopted by special resolution passed on 11 August 2025 )

 

 

 

Companies Act (Revised)

 

Company Limited by Shares

 

Fourth Amended and Restated
Memorandum of Association

 

of

 

Skycorp Solar Group Limited

 

(Adopted by specialresolution passed on 11 August 2025)

 

1The name of the Company is Skycorp Solar Group Limited.

 

2The Company’s registered office will be situated at the office of McGrath Tonner Corporate Services Limited,Genesis Building, 5th Floor, Genesis Close, PO Box 446, Cayman Islands, KY1-1106, or at such other place in the Cayman Islands as thedirectors may at any time decide.

 

3The Company’s objects are unrestricted. As provided by section 7(4) of the Companies Act (Revised), theCompany has full power and authority to carry out any object not prohibited by any law of the Cayman Islands.

 

4The Company has unrestricted corporate capacity. Without limitation to the foregoing, as provided by section27(2) of the Companies Act (Revised), the Company has and is capable of exercising all the functions of a natural person of full capacityirrespective of any question of corporate benefit.

 

5Nothing in any of the preceding paragraphs permits the Company to carry on any of the following businesseswithout being duly licensed, namely:

 

(a)the business of a bank or trust company without being licensed in that behalf under the Banks and TrustCompanies Act (Revised);or

 

(b)insurance business from within the Cayman Islands or the business of an insurance manager, agent, sub-agentor broker without being licensed in that behalf under the Insurance Act (Revised);or

 

(c)the business of company management without being licensed in that behalf under the Companies ManagementAct (Revised).

 

6Unless licensed to do so, the Company will not trade in the Cayman Islands with any person, firm or corporationexcept in furtherance of its business carried on outside the Cayman Islands. Despite this, the Company may effect and conclude contractsin the Cayman Islands and exercise in the Cayman Islands any of its powers necessary for the carrying on of its business outside the CaymanIslands.

 

7The Company is a company limited by shares and accordingly the liability of each member is limited tothe amount (if any) unpaid on that member’s shares.

 

 

 

8The share capital of the Company is US$100,000 divided into: (i) 750,000,000 Class A Ordinary Shares ofpar value of US$0.0001 each; (ii) 110,000,000 Class B Ordinary Shares of par value of US$0.0001 each; and (iii) 140,000,000 PreferredShares of par value of US$0.0001 each. Subject to the Companies Act (Revised) and the Company’s articles of association, the Company haspower to do any one or more of the following:

 

(a)to redeem or repurchase any of its shares; and

 

(b)to increase or reduce its capital; and

 

(c)to issue any part of its capital (whether original, redeemed, increased or reduced):

 

(i)with or without any preferential, deferred, qualified or special rights, privileges or conditions; or

 

(ii)subject to any limitations or restrictions

 

and unless the condition of issue expresslydeclares otherwise, every issue of shares (whether declared to be ordinary, preference or otherwise) is subject to this power; or

 

(d)to alter any of those rights, privileges, conditions, limitations or restrictions.

 

9The Company has power to register by way of continuation as a body corporate limited by shares under thelaws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.

 

 

 

Companies Act (Revised)

 

Company Limited By Shares

 
 

 

FOURTH AMENDED AND RESTATED
articles of association
of
skycorp solar group limited

 

  

 

(Adopted by special resolution passed on 11 August 2025)

 

 

 

Contents

 

1 Definitions, interpretation and exclusion of Table A 1
Definitions 1
Interpretation 4
Exclusion of Table A Articles 5
   
2 Shares 6
Power to issue Shares and options, with or without special rights 6
Power to issue fractions of a Share 6
Power to pay commissions and brokerage fees 6
Trusts not recognised 7
Security interests 7
Rights of Ordinary Shares 7
Rights of Preferred Shares 8
Power to vary class rights 10
Effect of new Share issue on existing class rights 10
No bearer Shares or warrants 10
Treasury Shares 10
Rights attaching to Treasury Shares and related matters 10
Register of Members 11
Annual Return 11
   
3 Share certificates 11
Issue of share certificates 11
Renewal of lost or damaged share certificates 12
   
4 Lien on Shares 12
Nature and scope of lien 12
Company may sell Shares to satisfy lien 13
Authority to execute instrument of transfer 13
Consequences of sale of Shares to satisfy lien 13
Application of proceeds of sale 14
   
5 Calls on Shares and forfeiture 14
Power to make calls and effect of calls 14
Time when call made 14
Liability of joint holders 14
Interest on unpaid calls 15
Deemed calls 15
Power to accept early payment 15
Power to make different arrangements at time of issue of Shares 15
Notice of default 15
Forfeiture or surrender of Shares 15
Disposal of forfeited or surrendered Share and power to cancel forfeiture or surrender 16
Effect of forfeiture or surrender on former Member 16
Evidence of forfeiture or surrender 16
Sale of forfeited or surrendered Shares 17

 

i

 

6 Transfer of Shares 17
Form of Transfer 17
Power to refuse registration for Shares not listed on a Designated Stock Exchange 17
Suspension of transfers 18
Company may retain instrument of transfer 18
Notice of refusal to register 18
   
7 Transmission of Shares 18
Persons entitled on death of a Member 18
Registration of transfer of a Share following death or bankruptcy 18
Indemnity 19
Rights of person entitled to a Share following death or bankruptcy 19
   
8 Alteration of capital 19
Increasing, consolidating, converting, dividing and cancelling share capital 19
Dealing with fractions resulting from consolidation of Shares 20
Reducing share capital 20
   
9 Redemption and purchase of own Shares 20
Power to issue redeemable Shares and to purchase own Shares 20
Power to pay for redemption or purchase in cash or in specie 21
Effect of redemption or purchase of a Share 21
   
10 Meetings of Members 21
Annual and extraordinary general meetings 21
Power to call meetings 22
Content of notice 22
Period of notice 23
Persons entitled to receive notice 23
Accidental omission to give notice or non-receipt of notice 23
   
11 Proceedings at meetings of Members 24
Quorum 24
Lack of quorum 24
Chairman 24
Right of a Director to attend and speak 25
Accommodation of Members at Virtual Meeting 25
Security 25
Adjournment, postponement and cancellation 25
Method of voting 26
Taking of a poll 26
Chairman’s casting vote 26
Written resolutions 26
Sole-Member Company 28

 

ii

 

12 Voting rights of Members 28
Right to vote 28
Rights of joint holders 28
Representation of corporate Members 28
Member with mental disorder 29
Objections to admissibility of votes 29
Form of proxy 29
How and when proxy is to be delivered 30
Voting by proxy 31
   
13 Number of Directors 31
     
14 Appointment, disqualification and removal of Directors 31
First Directors 31
No age limit 31
Corporate Directors 32
No shareholding qualification 32
Appointment of Directors 32
Board’s power to appoint Directors 32
Term of office 32
Removal of Directors 32
Resignation of Directors 33
Termination of the office of Director 33
   
15 Alternate Directors 33
Appointment and removal 33
Notices 34
Rights of alternate Director 34
Appointment ceases when the appointor ceases to be a Director 34
Status of alternate Director 35
Status of the Director making the appointment 35
   
16 Powers of Directors 35
Powers of Directors 35
Directors below the minimum number 35
Appointments to office 35
Provisions for employees 36
Exercise of voting rights 36
Remuneration 36
Disclosure of information 37
   
17 Delegation of powers 37
Power to delegate any of the Directors’ powers to a committee 37
Local boards 38
Power to appoint an agent of the Company 38
Power to appoint an attorney or authorised signatory of the Company 38
Borrowing Powers 39
Corporate Governance 39

 

iii

 

18 Meetings of Directors 39
Regulation of Directors’ meetings 39
Calling meetings 39
Notice of meetings 39
Use of technology 40
Quorum 40
Chairman or deputy to preside 40
Voting 40
Recording of dissent 40
Written resolutions 40
Validity of acts of Directors in spite of formal defect 41
   
19 Permissible Directors’ interests and disclosure 41
     
20 Minutes 41
     
21 Accounts and audit 42
Auditors 42
   
22 Record dates 42
     
23 Dividends 43
Source of dividends 43
Declaration of dividends by Members 43
Payment of interim dividends and declaration of final dividends by Directors 43
Apportionment of dividends 44
Right of set off 44
Power to pay other than in cash 44
How payments may be made 45
Dividends or other monies not to bear interest in absence of special rights 45
Dividends unable to be paid or unclaimed 45
   
24 Capitalisation of profits 46
Capitalisation of profits or of any share premium account or capital redemption reserve; 46
Applying an amount for the benefit of Members 46
   
25 Share Premium Account 46
Directors to maintain share premium account 46
Debits to share premium account 46
   
26 Seal 47
Company seal 47
Duplicate seal 47
When and how seal is to be used 47
If no seal is adopted or used 47
Power to allow non-manual signatures and facsimile printing of seal 47
Validity of execution 48

 

iv

 

27 Indemnity 48
Release 48
Insurance 49
   
28 Notices 49
Form of notices 49
Electronic communications 49
Persons entitled to notices 50
Persons authorised to give notices 50
Delivery of written notices 51
Joint holders 51
Signatures 51
Giving notice to a deceased or bankrupt Member 51
Date of giving notices 52
Saving provision 52
   
29 Authentication of Electronic Records 52
Application of Articles 52
Authentication of documents sent by Members by Electronic means 52
Authentication of document sent by the Secretary or Officers of the Company by Electronic means 53
Manner of signing 53
Saving provision 53
   
30 Transfer by way of continuation 54
     
31 Winding up 54
Distribution of assets in specie 54
No obligation to accept liability 54
   
32 Amendment of Memorandum and Articles 54
Power to change name or amend Memorandum 54
Power to amend these Articles 54

 

v

 

Companies Act (Revised)

 

Company Limited by Shares

 

Fourth Amended and Restated
Articles of Association

 

of

 

Skycorp Solar Group Limited

 

(Adopted by special resolution passed on 11 August2025)

 

1Definitions, interpretation and exclusion of Table A

 

Definitions

 

1.1In these Articles, the following definitions apply:

 

Act means the Companies Act(Revised) of the Cayman Islands, including any statutory modification or re-enactment thereof for the time being in force;

 

Articles means, as appropriate:

 

(a)these articles of association as amended from time to time: or

 

(b)two or more particular articles of these Articles;

 

and Article refers to a particulararticle of these Articles;

 

Auditors means the auditoror auditors for the time being of the Company;

 

Board means the board of Directorsfrom time to time;

 

Business Day means a day whenbanks in Grand Cayman, the Cayman Islands are open for the transaction of normal banking business and for the avoidance of doubt, shallnot include a Saturday, Sunday or public holiday in the Cayman Islands;

 

Cayman Islands means the BritishOverseas Territory of the Cayman Islands;

 

Class A Ordinary Shares meansthe class A ordinary shares of the Company, which have the rights set forth in these Articles;

 

Class B Ordinary Shares meansthe class B ordinary shares of the Company, which have the rights set forth in these Articles;

 

Clear Days, in relation toa period of notice, means that period of calendar days excluding:

 

(a)the calendar day when the notice is given or deemed to be given; and

 

(b)the calendar day for which it is given or on which it is to take effect;

 

1

 

Commission means Securitiesand Exchange Commission of the United States of America or other federal agency for the time being administering the U.S. Securities Act;

 

Company means the above-namedcompany;

 

Conversion Date means in respectof a Conversion Notice means the day on which that Conversion Notice is delivered;

 

Conversion Notice means a writtennotice delivered to the Company at its office (and as otherwise stated therein) stating that a holder of Class B Ordinary Shares electsto convert the number of Class B Ordinary Shares specified therein pursuant to Article 2.9(a);

 

Conversion Number in relationto any Class B Ordinary Shares, such number of Class A Ordinary Shares as may, upon exercise of the Conversion Right, be issued at theConversion Rate;

 

Conversion Rate in relationto the conversion of Class B Ordinary Shares to Class A Ordinary Shares means, at any time, on a one-to-one basis. The foregoing ConversionRate shall also be adjusted to account for any subdivision (by share split, subdivision, exchange, capitalisation, rights issue, reclassification,recapitalisation or otherwise) or combination (by reverse share split, share consolidation, exchange, reclassification, recapitalisationor otherwise) or similar reclassification or recapitalisation of the Class A Ordinary Shares in issue into a greater or lesser numberof shares occurring after the original filing of the Articles without a proportionate and corresponding subdivision, combination or similarreclassification or recapitalisation of the Class B Ordinary Shares in issue;

 

Conversion Right in respectof a holder of Class B Ordinary Shares, subject to the provisions of these Articles and to any applicable fiscal or other laws or regulationsincluding the Act, to convert all or any of its Class B Ordinary Shares, into the Conversion Number of Class A Ordinary Shares in itsdiscretion;

 

Default Rate means ten percent per annum;

 

Designated Stock Exchangesmeans the Nasdaq Capital Market in the United States of America for so long as any class of the Company’s Shares are there listedand any other stock exchange on which any class of the Company’s Shares are listed for trading;

 

Designated Stock Exchange Rulesmeans the relevant code, rules and regulations, as amended, from time to time, applicable as a result of the original and continued listingof any Shares on the Designated Stock Exchanges;

 

Directors means the directorsfor the time being of the Company and the expression Director shall be construed accordingly;

 

Electronic has the meaninggiven to that term in the Electronic Transactions Act (Revised) of the Cayman Islands;

 

2

 

Electronic Communication Facilitiesmeans 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 persons participating in a meetingare capable of hearing and being heard by each other;

 

Electronic Record has the meaninggiven to that term in the Electronic Transactions Act (Revised) of the Cayman Islands;

 

Electronic Signature has themeaning given to that term in the Electronic Transactions Act (Revised) of the Cayman Islands;

 

Fully Paid Up means:

 

(a)in relation to a Share with par value, means that the par value for that Share and any premium payablein respect of the issue of that Share, has been fully paid or credited as paid in money or money’s worth; and

 

(b)in relation to a Share without par value, means that the agreed issue price for that Share has been fullypaid or credited as paid in money or money’s worth;

 

Independent Director meansa Director who is an independent director as defined in the Designated Stock Exchange Rules as determined by the Board;

 

Member means any person orpersons entered on the register of Members from time to time as the holder of a Share;

 

Memorandum means the memorandumof association of the Company as amended from time to time;

 

month means a calendar month;

 

Officer means a person appointedto hold an office in the Company including a Director, alternate Director or liquidator and excluding the Secretary;

 

Ordinary Resolution means aresolution of a duly constituted general meeting of the Company passed by a simple majority of the votes cast by, or on behalf of, theMembers who (being entitled to do so) vote in person or by proxy or, in the case of corporations, by their duly authorised representatives,at that meeting. The expression includes a written resolution signed by the requisite majority in accordance with Article 11.14;

 

Ordinary Share means an ordinaryshare in the capital of the Company, having the rights set out in these Articles;

 

Partly Paid Upmeans:

 

(a)in relation to a Share with par value, that the par value for that Share and any premium payable in respectof the issue of that Share, has not been fully paid or credited as paid in money or money’s worth; and

 

(b)in relation to a Share without par value, means that the agreed issue price for that Share has not beenfully paid or credited as paid in money or money’s worth;

 

3

 

Preferred Share means a preferredshare in the capital of the Company, having the rights set out in these Articles;

 

Secretary means a person appointedto perform the duties of the secretary of the Company, including a joint, assistant or deputy secretary;

 

Share means a share in theshare capital of the Company and the expression:

 

(a)includes stock (except where a distinction between shares and stock is expressed or implied); and

 

(b)where the context permits, also includes a fraction of a Share;

 

Special Resolution means aresolution of a duly constituted general meeting of the Company or a resolution of a meeting of the holders of any class of Shares ina class meeting duly constituted in accordance with the Articles in each case passed by a majority of not less than two-thirds of thevotes cast by, or on behalf of the Members who (being entitled to do so) vote in person or by proxy at that meeting. The expression includesa unanimous written resolution signed by all of the Members entitled to vote at such meeting;

 

Treasury Shares means Sharesheld in treasury pursuant to the Act and Article 2.14; and

 

U.S. Securities Act means theSecurities Act of 1933 of the United States of America, as amended, or any similar federal statute and the rules and regulations of theCommission thereunder, all as the same shall be in effect at the time; and

 

Virtual Meeting means any generalmeeting of the Members at which the Members (and any other permitted participants of such meeting, including without limitation the chairmanof the meeting and any Directors) are permitted to attend and participate solely by means of Electronic Communication Facilities.

 

Interpretation

 

1.2In the interpretation of these Articles, the following provisions apply unless the context otherwise requires:

 

(a)A reference in these Articles to a statute is a reference to a statute of the Cayman Islands as knownby its short title, and includes:

 

(i)any statutory modification, amendment or re-enactment; and

 

(ii)any subordinate legislation or regulations issued under that statute.

 

Without limitation to the precedingsentence, a reference to a revised Act of the Cayman Islands is taken to be a reference to the revision of that Act in force from timeto time as amended from time to time.

 

(b)Headings are inserted for convenience only and do not affect the interpretation of these Articles, unlessthere is ambiguity.

 

4

 

(c)A word which denotes the singular also denotes the plural, a word which denotes the plural also denotesthe singular, and a reference to any gender also denotes the other genders.

 

(d)A reference to a person includes, as appropriate, a company, trust, partnership, joint venture,association, body corporate or government agency.

 

(e)Where a word or phrase is given a defined meaning another part of speech or grammatical form in respectto that word or phrase has a corresponding meaning.

 

(f)All references to time are to be calculated by reference to time in the place where the Company’sregistered office is located.

 

(g)The words written and in writing include all modes of representing or reproducing wordsin a visible form, but do not include an Electronic Record where the distinction between a document in writing and an Electronic Recordis expressed or implied.

 

(h)Any requirements as to execution or signature under the Articles including the execution of the Articlesthemselves can be satisfied in the form of an electronic signature as defined in the Electronic Transactions Act.

 

(i)The words including, include and in particular or any similar expression are to beconstrued without limitation.

 

(j)The term “present” means, in respect of any person attending a meeting, such person’spresence at a general meeting of Members (or any meeting of the holders of any class of Shares), which may be satisfied by means of suchperson or, if a corporation or other non-natural person, its duly authorized representative (or, in the case of any Member, a proxy whichhas been validly appointed by such Member in accordance with these Articles), being: (a) physically present at the meeting; or (b) inthe case of any meeting at which Electronic Communication Facilities are permitted in accordance with these Articles, including any VirtualMeeting, connected by means of the use of such Electronic Communication Facilities.

 

1.3The headings in these Articles are intended for convenience only and shall not affect the interpretationof these Articles.

 

Exclusion of Table A Articles

 

1.4The regulations contained in Table A in the First Schedule of the Act and any other regulations containedin any statute or subordinate legislation are expressly excluded and do not apply to the Company.

 

5

 

2Shares

 

Power to issue Shares and options, with orwithout special rights

 

2.1Subject to the provisions of the Act and these Articles about the redemption and purchase of the Shares,the Directors have general and unconditional authority to allot (with or without confirming rights of renunciation), grant options overor otherwise deal with any unissued Shares to such persons, at such times and on such terms and conditions as they may decide. No Sharemay be issued at a discount except in accordance with the provisions of the Act.

 

2.2Without limitation to the preceding Article, the Directors may so deal with the unissued Shares:

 

(a)either at a premium or at par; or

 

(b)with or without preferred, deferred or other special rights or restrictions, whether in regard to dividend,voting, return of capital or otherwise.

 

2.3Without limitation to the two preceding Articles,

 

(a)the Company may issue rights, options, warrants or convertible securities or securities of similar natureconferring the right upon the holders thereof to subscribe for, purchase or receive any class of Shares or other securities in the Companyat such times and on such terms and conditions as the Directors may decide; and/or

 

(b)the Directors may refuse to accept any application for Shares, and may accept any application in wholeor in part, for any reason (including if such shares are not fully paid) or for no reason.

 

Power to issue fractions of a Share

 

2.4Subject to the Act, the Company may issue fractions of a Share of any class. A fraction of a Share shallbe subject to and carry the corresponding fraction of liabilities (whether with respect to calls or otherwise), limitations, preferences,privileges, qualifications, restrictions, rights and other attributes of a Share of that class of Shares.

 

Power to pay commissions and brokerage fees

 

2.5The Company may pay a commission to any person in consideration of that person:

 

(a)subscribing or agreeing to subscribe, whether absolutely or conditionally; or

 

(b)procuring or agreeing to procure subscriptions, whether absolute or conditional,

 

for any Shares. That commission maybe satisfied by the payment of cash or the allotment of Fully Paid Up or Partly Paid Up Shares or partly in one way and partly in another.

 

2.6The Company may employ a broker in the issue of its capital and pay him any proper commission or brokerage.

 

6

 

Trusts not recognised

 

2.7Except as required by Act:

 

(a)no person shall be recognised by the Company as holding any Share on any trust; and

 

(b)no person other than the Member shall be recognised by the Company as having any right in a Share.

 

Security interests

 

2.8Notwithstanding the preceding Article, the Company may (but shall not be obliged to) recognise a securityinterest of which it has actual notice over shares. The Company shall not be treated as having recognised any such security interest unlessit has so agreed in writing with the secured party.

 

Rights of Ordinary Shares

 

2.9Subject to Article 2.1, the Memorandum and any Special Resolution to the contrary and without prejudiceto any special rights conferred thereby on the holders of any other Shares or class of Shares, Class A Ordinary Shares and Class B OrdinaryShares shall carry equal rights and rank pari passu with one another in all respects other than as set out below:

 

(a)Conversion Rights:

 

(i)Subject to the provisions hereof and to compliance with all fiscal and other laws and regulations applicablethereto, including the Act, a holder of Class B Ordinary Shares shall have the Conversion Right in respect of each Class B Ordinary Sharein its holding. For the avoidance of doubt, a holder of Class A Ordinary Shares shall have no rights to convert Class A Ordinary Sharesinto Class B Ordinary Shares under any circumstances.

 

(ii)Each Class B Ordinary Share shall be converted at the option of the holder, at any time after issue andwithout the payment of any additional sum, into such Conversion Number of fully paid Class A Ordinary Shares calculated at the ConversionRate. Such conversion shall take effect on the Conversion Date. A Conversion Notice shall not be effective if it is not accompanied bythe share certificates in respect of the relevant Class B Ordinary Shares and/or such other evidence (if any) as the Directors may reasonablyrequire to prove the title of the person exercising such right (or, if such certificates have been lost or destroyed, such evidence oftitle and such indemnity as the Directors may reasonably require). Any and all taxes and stamp, issue and registration duties (if any)arising on conversion shall be borne by the holder of Class B Ordinary Shares requesting conversion.

 

7

 

(iii)On the Conversion Date, every Class B Ordinary Share converted shall automatically be re-designated andre-classified (or in such other manner as the Directors may direct that is not in contravention of applicable laws) as the applicableConversion Number of Class A Ordinary Shares with such rights and restrictions attached thereto and shall rank pari passu in all respectswith the Class A Ordinary Shares then in issue and the Company shall enter or procure the entry of the name of the relevant holder ofconverted Class B Ordinary Shares as the holder of the corresponding number of Class A Ordinary Shares resulting from the conversion ofthe Class B Ordinary Shares in, and make any other necessary and consequential changes to, the register of members and shall procure that,if required, certificates in respect of the relevant Class A Ordinary Shares, together with a new certificate for any unconverted ClassB Ordinary Shares comprised in the certificate(s) surrendered by the holder of the Class B Ordinary Shares, are issued to the holdersthereof.

 

(iv)Until such time as the Class B Ordinary Shares have been converted into Class A Ordinary Shares, the Companyshall: (A) at all times keep available for issue and free of all liens, charges, options, mortgages, pledges, claims, equities, encumbrancesand other third-party rights of any nature, and not subject to any pre-emptive rights out of its authorised but unissued share capital,such number of authorised but unissued Class A Ordinary Shares as would enable all Class B Ordinary Shares to be converted into ClassA Ordinary Shares and any other rights of conversion into, subscription for or exchange into Class A Ordinary Shares to be satisfied infull; and (B) not make any issue, grant or distribution or take any other action if the effect would be that on the conversion of theClass B Ordinary Shares to Class A Ordinary Shares it would be required to issue Class A Ordinary Shares at a price lower than the parvalue thereof.

 

(b)Voting Rights:

 

(i)Holders of Class A Ordinary Shares and Class B Ordinary Shares have the right to receive notice of, attend,speak and vote at general meetings of the Company. Holders of shares of Class A Ordinary Shares and Class B Ordinary Shares shall, atall times, vote together as a single class on all matters submitted to a vote for Members’ consent.

 

(ii)Each Class A Ordinary Share shall be entitled to one (1) vote on all matters subject to the vote at generalmeetings of the Company; whereas, each Class B Ordinary Share shall be entitled to thirty-five (35) votes on all matters subject to thevote at general meetings of the Company.

 

Rights of Preferred Shares

 

2.10Before any Preferred Shares of any series are issued, the Directors shall fix, by resolution or resolutions,the following provisions of such series:

 

(a)the designation of such series and the number of Preferred Shares to constitute such series;

 

8

 

(b)whether the shares of such series shall have voting rights, in addition to any voting rights providedby 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, ifso, from what dates, the conditions and dates upon which such dividends shall be payable, the preference or relation which such dividendsshall bear to the dividends payable on any Shares of any other class of Shares or any other series of Preferred Shares;

 

(d)whether the Preferred Shares or such series shall be subject to redemption by the Company, and, if so,the times, prices and other conditions of such redemption;

 

(e)the amount or amounts payable upon Preferred Shares of such series upon, and the rights of the holdersof such series in, a voluntary or involuntary liquidation, dissolution or winding up, or upon any distribution of the assets, of the Company;

 

(f)whether the Preferred Shares of such series shall be subject to the operation of a retirement or sinkingfund and, if so, the extent to and manner in which any such retirement or sinking fund shall be applied to the purchase or redemptionof the Preferred Shares of such series for retirement or other corporate purposes and the terms and provisions relative to the operationof the retirement or sinking fund;

 

(g)whether the Preferred Shares of such series shall be convertible into, or exchangeable for, Shares ofany other class of Shares or any other series of Preferred Shares or any other securities and, if so, the price or prices or the rateor rates of conversion or exchange and the method, if any, of adjusting the same, and any other terms and conditions of conversion orexchange;

 

(h)the limitations and restrictions, if any, to be effective while any Preferred Shares or such series areoutstanding upon the payment of dividends or the making of other distributions on, and upon the purchase, redemption or other acquisitionby 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 issueof any additional Shares, including additional shares of such series or of any other class of Shares or any other series of PreferredShares; and

 

(j)any other powers, preferences and relative, participating, optional and other special rights, and anyqualifications, limitations and restrictions of any other class of Shares or any other series of Preferred Shares.

 

9

 

Power to vary class rights

 

2.11If the share capital is divided into different classes of Shares then, unless the terms on which a classof Shares was issued state otherwise, the rights attaching to a class of Shares may only be varied if one of the following applies:

 

(a)the Members holding not less than two-thirds of the issued Shares of that class consent in writing tothe variation; or

 

(b)the variation is made with the sanction of a Special Resolution passed at a separate general meeting ofthe Members holding the issued Shares of that class.

 

2.12For the purpose of Article 2.10(b), all the provisions of these Articles relating to general meetingsapply, mutatis mutandis, to every such separate meeting except that the necessary quorum shall be one or more persons holding, or representingby proxy, not less than one-third of the issued Shares of the class.

 

2.13For the purposes of a separate class meeting, the Directors may treat two or more or all the classes ofShares as forming one class of Shares if the Directors consider that such classes of Shares would be affected in the same way by the proposalsunder consideration, but in any other case shall treat them as separate classes of Shares.

 

Effect of new Share issue on existing classrights

 

2.14Unless the terms on which a class of Shares was issued state otherwise, the rights conferred on the Memberholding Shares of any class shall not be deemed to be varied by the creation or issue of further Shares ranking pari passu withthe existing Shares of that class. The rights attached to, or otherwise conferred upon the holders of, the Shares of any class shall notbe deemed to be materially adversely varied by the creation or issue of Preferred Shares with preferred or other rights prescribed accordingto Article 2.10 including, without limitation, the creation of Shares with enhanced or weighted voting rights.

 

No bearer Shares or warrants

 

2.15The Company shall not issue Shares or warrants to bearers.

 

Treasury Shares

 

2.16Shares that the Company purchases, redeems or acquires by way of surrender in accordance with the Actshall be held as Treasury Shares and not treated as cancelled if:

 

(a)the Directors so determine prior to the purchase, redemption or surrender of those shares; and

 

(b)the relevant provisions of the Memorandum and Articles and the Act are otherwise complied with.

 

Rights attaching to Treasury Shares and relatedmatters

 

2.17No dividend may be declared or paid, and no other distribution (whether in cash or otherwise) of the Company’sassets (including any distribution of assets to Members on a winding up) may be made to the Company in respect of a Treasury Share.

 

10

 

2.18The Company shall be entered in the register of Members as the holder of the Treasury Shares. However:

 

(a)the Company shall not be treated as a Member for any purpose and shall not exercise any right in respectof the Treasury Shares, and any purported exercise of such a right shall be void; and

 

(b)a Treasury Share shall not be voted, directly or indirectly, at any meeting of the Company and shall notbe counted in determining the total number of issued shares at any given time, whether for the purposes of these Articles or the Act.

 

2.19Nothing in Article 2.17 prevents an allotment of Shares as Fully Paid Up bonus shares in respect of aTreasury Share and Shares allotted as Fully Paid Up bonus shares in respect of a Treasury Share shall be treated as Treasury Shares.

 

2.20Treasury Shares may be disposed of by the Company in accordance with the Act and otherwise on such termsand conditions as the Directors determine.

 

Register of Members

 

2.21The Directors shall keep or cause to be kept a register of Members as required by the Act and may causethe Company to maintain one or more branch registers as contemplated by the Act, provided that where the Company is maintaining one ormore branch registers, the Directors shall ensure that a duplicate of each branch register is kept with the Company’s principal registerof Members and updated within such number of days of any amendment having been made to such branch register as may be required by theAct.

 

2.22The title to Shares listed on a Designated Stock Exchange may be evidenced and transferred in accordancewith the laws applicable to the rules and regulations of the Designated Stock Exchange and, for these purposes, the register of Membersmay be maintained in accordance with section 40B of the Act.

 

Annual Return

 

2.23The Directors in each calendar year shall prepare or cause to be prepared an annual return and declarationsetting forth the particulars required by the Act and shall deliver a copy thereof to the registrar of companies for the Cayman Islands.

 

3Share certificates

 

Issue of share certificates

 

3.1A Member shall only be entitled to a share certificate if the Directors resolve that share certificatesshall be issued. Share certificates representing Shares, if any, shall be in such form as the Directors may determine. If the Directorsresolve that share certificates shall be issued, upon being entered in the register of Members as the holder of a Share, the Directorsmay issue to any Member:

 

(a)without payment, one certificate for all the Shares of each class held by that Member (and, upon transferringa part of the Member’s holding of Shares of any class, to a certificate for the balance of that holding); and

 

(b)upon payment of such reasonable sum as the Directors may determine for every certificate after the first,several certificates each for one or more of that Member’s Shares.

 

11

 

3.2Every certificate shall specify the number, class and distinguishing numbers (if any) of the Shares towhich it relates and whether they are Fully Paid Up or Partly Paid Up. A certificate may be executed under seal or executed in such othermanner as the Directors determine.

 

3.3Every certificate shall bear legends required under the applicable laws, including the U.S. SecuritiesAct (to the extent applicable).

 

3.4The Company shall not be bound to issue more than one certificate for Shares held jointly by several personsand delivery of a certificate for a Share to one joint holder shall be a sufficient delivery to all of them.

 

Renewal of lost or damaged share certificates

 

3.5If a share certificate is defaced, worn-out, lost or destroyed, it may be renewed on such terms (if any)as to:

 

(a)evidence;

 

(b)indemnity;

 

(c)payment of the expenses reasonably incurred by the Company in investigating the evidence; and

 

(d)payment of a reasonable fee, if any for issuing a replacement share certificate,

 

as the Directors may determine, and(in the case of defacement or wearing-out) on delivery to the Company of the old certificate.

 

4Lien on Shares

 

Nature and scope of lien

 

4.1The Company has a first and paramount lien on all Shares (whether Fully Paid Up or not) registered inthe name of a Member (whether solely or jointly with others). The lien is for all monies payable to the Company by the Member or the Member’sestate:

 

(a)either alone or jointly with any other person, whether or not that other person is a Member; and

 

(b)whether or not those monies are presently payable.

 

4.2At any time the Board may declare any Share to be wholly or partly exempt from the provisions of thisArticle.

 

12

 

Company may sell Shares to satisfy lien

 

4.3The Company may sell any Shares over which it has a lien if all of the following conditions are met:

 

(a)the sum in respect of which the lien exists is presently payable;

 

(b)the Company gives notice to the Member holding the Share (or to the person entitled to it in consequenceof the death or bankruptcy of that Member) demanding payment and stating that if the notice is not complied with the Shares may be sold;and

 

(c)that sum is not paid within fourteen (14) Clear Days after that notice is deemed to be given under theseArticles,

 

and Shares to which this Article 4.3applies shall be referred to as Lien Default Shares.

 

4.4The Lien Default Shares may be sold in such manner as the Board determines.

 

4.5To the maximum extent permitted by law, the Directors shall incur no personal liability to the Memberconcerned in respect of the sale.

 

Authority to execute instrument of transfer

 

4.6To give effect to a sale, the Directors may authorise any person to execute an instrument of transferof the Lien Default Shares sold to, or in accordance with the directions of, the purchaser.

 

4.7The title of the transferee of the Lien Default Shares shall not be affected by any irregularity or invalidityin the proceedings in respect of the sale.

 

Consequences of sale of Shares to satisfylien

 

4.8On a sale pursuant to the preceding Articles:

 

(a)the name of the Member concerned shall be removed from the register of Members as the holder of thoseLien Default Shares; and

 

(b)that person shall deliver to the Company for cancellation the certificate (if any) for those Lien DefaultShares.

 

4.9Notwithstanding the provisions of Article 4.8, such person shall remain liable to the Company for allmonies which, at the date of sale, were presently payable by him to the Company in respect of those Lien Default Shares. That person shallalso be liable to pay interest on those monies from the date of sale until payment at the rate at which interest was payable before thatsale or, failing that, at the Default Rate. The Board may waive payment wholly or in part or enforce payment without any allowance forthe value of the Lien Default Shares at the time of sale or for any consideration received on their disposal.

 

13

 

Application of proceeds of sale

 

4.10The net proceeds of the sale, after payment of the costs, shall be applied in payment of so much of thesum for which the lien exists as is presently payable. Any residue shall be paid to the person whose Lien Default Shares have been sold:

 

(a)if no certificate for the Lien Default Shares was issued, at the date of the sale; or

 

(b)if a certificate for the Lien Default Shares was issued, upon surrender to the Company of that certificatefor cancellation

 

but, in either case, subject to theCompany retaining a like lien for all sums not presently payable as existed on the Lien Default Shares before the sale.

 

5Calls on Shares and forfeiture

 

Power to make calls and effect of calls

 

5.1Subject to the terms of allotment, the Board may make calls on the Members in respect of any monies unpaidon their Shares including any premium. The call may provide for payment to be by instalments. Subject to receiving at least 14 Clear Days’notice specifying when and where payment is to be made, each Member shall pay to the Company the amount called on his Shares as requiredby the notice.

 

5.2Before receipt by the Company of any sum due under a call, that call may be revoked in whole or in partand payment of a call may be postponed in whole or in part. Where a call is to be paid in instalments, the Company may revoke the callin respect of all or any remaining instalments in whole or in part and may postpone payment of all or any of the remaining instalmentsin whole or in part.

 

5.3A Member on whom a call is made shall remain liable for that call notwithstanding the subsequent transferof the Shares in respect of which the call was made. He shall not be liable for calls made after he is no longer registered as Memberin respect of those Shares.

 

Time when call made

 

5.4A call shall be deemed to have been made at the time when the resolution of the Directors authorisingthe call was passed.

 

Liability of joint holders

 

5.5Members registered as the joint holders of a Share shall be jointly and severally liable to pay all callsin respect of the Share.

 

14

 

Interest on unpaid calls

 

5.6If a call remains unpaid after it has become due and payable the person from whom it is due and payableshall pay interest on the amount unpaid from the day it became due and payable until it is paid:

 

(a)at the rate fixed by the terms of allotment of the Share or in the notice of the call; or

 

(b)if no rate is fixed, at the Default Rate.

 

The Directors may waive payment ofthe interest wholly or in part.

 

Deemed calls

 

5.7Any amount payable in respect of a Share, whether on allotment or on a fixed date or otherwise, shallbe deemed to be payable as a call. If the amount is not paid when due the provisions of these Articles shall apply as if the amount hadbecome due and payable by virtue of a call.

 

Power to accept early payment

 

5.8The Company may accept from a Member the whole or a part of the amount remaining unpaid on Shares heldby him although no part of that amount has been called up.

 

Power to make different arrangements at timeof issue of Shares

 

5.9Subject to the terms of allotment, the Directors may make arrangements on the issue of Shares to distinguishbetween Members in the amounts and times of payment of calls on their Shares.

 

Notice of default

 

5.10If a call remains unpaid after it has become due and payable the Directors may give to the person fromwhom it is due not less than 14 Clear Days’ notice requiring payment of:

 

(a)the amount unpaid;

 

(b)any interest which may have accrued; and

 

(c)any expenses which have been incurred by the Company due to that person’s default.

 

5.11The notice shall state the following:

 

(a)the place where payment is to be made; and

 

(b)a warning that if the notice is not complied with the Shares in respect of which the call is made willbe liable to be forfeited.

 

Forfeiture or surrender of Shares

 

5.12If the notice given pursuant to Article 5.10 is not complied with, the Directors may, before the paymentrequired by the notice has been received, resolve that any Share the subject of that notice be forfeited. The forfeiture shall includeall dividends or other monies payable in respect of the forfeited Share and not paid before the forfeiture. Despite the foregoing, theBoard may determine that any Share the subject of that notice be accepted by the Company as surrendered by the Member holding that Sharein lieu of forfeiture.

 

15

 

Disposal of forfeited or surrendered Shareand power to cancel forfeiture or surrender

 

5.13A forfeited or surrendered Share may be sold, re-allotted or otherwise disposed of on such terms and insuch manner as the Board determine either to the former Member who held that Share or to any other person. The forfeiture or surrendermay be cancelled on such terms as the Directors think fit at any time before a sale, re-allotment or other disposition. Where, for thepurposes of its disposal, a forfeited or surrendered Share is to be transferred to any person, the Directors may authorise some personto execute an instrument of transfer of the Share to the transferee. The Directors may accept the surrender for no consideration of anyShare in accordance with the Act.

 

Effect of forfeiture or surrender on formerMember

 

5.14On forfeiture or surrender:

 

(a)the name of the Member concerned shall be removed from the register of Members as the holder of thoseShares and that person shall cease to be a Member in respect of those Shares; and

 

(b)that person shall surrender to the Company for cancellation the certificate (if any) for the forfeitedor surrendered Shares.

 

5.15Despite the forfeiture or surrender of his Shares, that person shall remain liable to the Company forall monies which at the date of forfeiture or surrender were presently payable by him to the Company in respect of those Shares togetherwith:

 

(a)all expenses; and

 

(b)interest from the date of forfeiture or surrender until payment:

 

(i)at the rate of which interest was payable on those monies before forfeiture; or

 

(ii)if no interest was so payable, at the Default Rate.

 

The Directors, however, may waivepayment wholly or in part.

 

Evidence of forfeiture or surrender

 

5.16A declaration, whether statutory or under oath, made by a Director or the Secretary shall be conclusiveevidence of the following matters stated in it as against all persons claiming to be entitled to forfeited Shares:

 

(a)that the person making the declaration is a Director or Secretary of the Company, and

 

(b)that the particular Shares have been forfeited or surrendered on a particular date.

 

Subject to the execution of an instrumentof transfer, if necessary, the declaration shall constitute good title to the Shares.

 

16

 

Sale of forfeited or surrendered Shares

 

5.17Any person to whom the forfeited or surrendered Shares are disposed of shall not be bound to see to theapplication of the consideration, if any, of those Shares nor shall his title to the Shares be affected by any irregularity in, or invalidityof the proceedings in respect of, the forfeiture, surrender or disposal of those Shares.

 

6Transfer of Shares

 

Form of Transfer

 

6.1Subject to the following Articles about the transfer of Shares, and provided that such transfer complieswith applicable rules of the Designated Stock Exchange, a Member may freely transfer Shares to another person by completing an instrumentof transfer in a common form or in a form prescribed by the Designated Stock Exchange (if such Shares are listed on the Designated StockExchange) or in any other form approved by the Directors, executed:

 

(a)where the Shares are Fully Paid, by or on behalf of that Member; and

 

(b)where the Shares are partly paid, by or on behalf of that Member and the transferee.

 

6.2The transferor shall be deemed to remain the holder of a Share until the name of the transferee is enteredinto the register of Members.

 

Power to refuse registration for Shares notlisted on a Designated Stock Exchange

 

6.3Where the Shares of any class in question are not listed on or subject to the rules of any DesignatedStock Exchange, the Directors may in their absolute discretion decline to register any transfer of such Shares which are not Fully PaidUp or on which the Company has a lien.

 

6.4The Directors may also, but are not required to, decline to register any transfer of any such Share unless:

 

(a)the instrument of transfer is lodged with the Company, accompanied by the certificate (if any) for theShares to which it relates and such other evidence as the Board may reasonably require to show the right of the transferor to make thetransfer;

 

(b)the instrument of transfer is in respect of only one class of Shares;

 

(c)the instrument of transfer is properly stamped, if required;

 

(d)in the case of a transfer to joint holders, the number of joint holders to whom the Share is to be transferreddoes not exceed four;

 

(e)the Shares transferred are Fully Paid Up and free of any lien in favour of the Company; and

 

(f)any applicable fee of such maximum sum as the Designated Stock Exchanges may determine to be payable,or such lesser sum as the Board may from time to time require, related to the transfer is paid to the Company.

 

17

 

Suspension of transfers

 

6.5The registration of transfers may, on 14 Clear Days’ notice being given by advertisement in suchone or more newspapers or by electronic means, be suspended and the register of Members closed at such times and for such periods as theDirectors may, in their absolute discretion, from time to time determine, provided always that such registration of transfer shall notbe suspended nor the register of Members closed for more than 30 Clear Days in any year.

 

Company may retain instrument of transfer

 

6.6All instruments of transfer that are registered shall be retained by the Company.

 

Notice of refusal to register

 

6.7If the Directors refuse to register a transfer of any Shares of any class not listed on a Designated StockExchange, they shall within three months after the date on which the instrument of transfer was lodged with the Company send to each ofthe transferor and the transferee notice of the refusal.

 

7Transmission of Shares

 

Persons entitled on death of a Member

 

7.1If a Member dies, the only persons recognised by the Company as having any title to the deceased Members’interest are the following:

 

(a)where the deceased Member was a joint holder, the survivor or survivors; and

 

(b)where the deceased Member was a sole holder, that Member’s personal representative or representatives.

 

7.2Nothing in these Articles shall release the deceased Member’s estate from any liability in respectof any Share, whether the deceased was a sole holder or a joint holder.

 

Registration of transfer of a Share followingdeath or bankruptcy

 

7.3A person becoming entitled to a Share in consequence of the death or bankruptcy of a Member may electto do either of the following:

 

(a)to become the holder of the Share; or

 

(b)to transfer the Share to another person.

 

7.4That person must produce such evidence of his entitlement as the Directors may properly require.

 

18

 

7.5If the person elects to become the holder of the Share, he must give notice to the Company to that effect.For the purposes of these Articles, that notice shall be treated as though it were an executed instrument of transfer.

 

7.6If the person elects to transfer the Share to another person then:

 

(a)if the Share is Fully Paid Up, the transferor must execute an instrument of transfer; and

 

(b)if the Share is nil or Partly Paid Up, the transferor and the transferee must execute an instrument oftransfer.

 

7.7All the Articles relating to the transfer of Shares shall apply to the notice or, as appropriate, theinstrument of transfer.

 

Indemnity

 

7.8A person registered as a Member by reason of the death or bankruptcy of another Member shall indemnifythe Company and the Directors against any loss or damage suffered by the Company or the Directors as a result of that registration.

 

Rights of person entitled to a Share followingdeath or bankruptcy

 

7.9A person becoming entitled to a Share by reason of the death or bankruptcy of a Member shall have therights to which he would be entitled if he were registered as the holder of the Share. But, until he is registered as Member in respectof the Share, he shall not be entitled to attend or vote at any meeting of the Company or at any separate meeting of the holders of thatclass of Shares.

 

8Alteration of capital

 

Increasing, consolidating, converting, dividingand cancelling share capital

 

8.1To the fullest extent permitted by the Act, the Company may by Ordinary Resolution do any of the followingand amend its Memorandum for that purpose:

 

(a)increase its share capital by new Shares of the amount fixed by that Ordinary Resolution and with theattached rights, priorities and privileges set out in that Ordinary Resolution;

 

(b)consolidate and divide all or any of its share capital into Shares of larger amount than its existingShares;

 

(c)convert all or any of its Paid Up Shares into stock, and reconvert that stock into Paid Up Shares of anydenomination;

 

(d)sub-divide its Shares or any of them into Shares of an amount smaller than that fixed by the Memorandum,so, however, that in the sub-division, the proportion between the amount paid and the amount, if any, unpaid on each reduced Share shallbe the same as it was in case of the Share from which the reduced Share is derived; and

 

(e)cancel Shares which, at the date of the passing of that Ordinary Resolution, have not been taken or agreedto be taken by any person, and diminish the amount of its share capital by the amount of the Shares so cancelled or, in the case of Shareswithout nominal par value, diminish the number of Shares into which its capital is divided.

 

19

 

Dealing with fractions resulting from consolidationof Shares

 

8.2Whenever, as a result of a consolidation of Shares, any Members would become entitled to fractions ofa Share the Directors may on behalf of those Members deal with the fractions as it thinks fit, including (without limitation):

 

(a)either round up or down the fraction to the nearest whole number, such rounding to be determined by theDirectors acting in their sole discretion;

 

(b)sell the Shares representing the fractions for the best price reasonably obtainable to any person (including,subject to the provisions of the Act, the Company); or

 

(c)distribute the net proceeds in due proportion among those Members.

 

8.3For the purposes of Article 8.2, the Directors may authorise some person to execute an instrument of transferof the Shares to, in accordance with the directions of, the purchaser. The transferee shall not be bound to see to the application ofthe purchase money nor shall the transferee’s title to the Shares be affected by any irregularity in, or invalidity of, the proceedingsin respect of the sale.

 

Reducing share capital

 

8.4Subject to the Act and to any rights for the time being conferred on the Members holding a particularclass of Shares, the Company may, by Special Resolution, reduce its share capital in any way.

 

9Redemption and purchase of own Shares

 

Power to issue redeemable Shares and to purchaseown Shares

 

9.1Subject to the Act and to any rights for the time being conferred on the Members holding a particularclass of Shares, the Company may by its Directors:

 

(a)issue Shares that are to be redeemed or liable to be redeemed, at the option of the Company or the Memberholding those redeemable Shares, on the terms and in the manner its Directors determine before the issue of those Shares;

 

(b)with the consent by Special Resolution of the Members holding Shares of a particular class, vary the rightsattaching to that class of Shares so as to provide that those Shares are to be redeemed or are liable to be redeemed at the option ofthe Company on the terms and in the manner which the Directors determine at the time of such variation; and

 

20

 

(c)purchase all or any of its own Shares of any class including any redeemable Shares on the terms and inthe manner which the Directors determine at the time of such purchase.

 

The Company may make a payment inrespect of the redemption or purchase of its own Shares in any manner authorised by the Act, including out of any combination of the following:capital, its profits and the proceeds of a fresh issue of Shares.

 

Power to pay for redemption or purchase incash or in specie

 

9.2When making a payment in respect of the redemption or purchase of Shares, the Directors may make the paymentin cash or in specie (or partly in one and partly in the other) if so authorised by the terms of the allotment of those Sharesor by the terms applying to those Shares in accordance with Article 9.1, or otherwise by agreement with the Member holding those Shares.

 

Effect of redemption or purchase of a Share

 

9.3Upon the date of redemption or purchase of a Share:

 

(a)the Member holding that Share shall cease to be entitled to any rights in respect of the Share other thanthe right to receive:

 

(i)the price for the Share; and

 

(ii)any dividend declared in respect of the Share prior to the date of redemption or purchase;

 

(b)the Member’s name shall be removed from the register of Members with respect to the Share; and

 

(c)the Share shall be cancelled or held as a Treasury Share, as the Directors may determine.

 

9.4For the purpose of Article 9.3, the date of redemption or purchase is the date when the Member’s nameis removed from the register of Members with respect to the Shares the subject of the redemption or purchase.

 

10Meetings of Members

 

Annual and extraordinary general meetings

 

10.1The Company may, but shall not (unless required by the applicable Designated Stock Exchange Rules) beobligated to, in each year hold a general meeting as an annual general meeting, which, if held, shall be convened by the Board, in accordancewith these Articles.

 

10.2All general meetings other than annual general meetings shall be called extraordinary general meetings.

 

21

 

Power to call meetings

 

10.3The Directors may call a general meeting at any time.

 

10.4If there are insufficient Directors to constitute a quorum and the remaining Directors are unable to agreeon the appointment of additional Directors, the Directors must call a general meeting for the purpose of appointing additional Directors.

 

10.5The Directors must also call a general meeting if requisitioned in the manner set out in the next twoArticles.

 

10.6The requisition must be in writing and given by one or more Members who together hold at least ten percent of the rights to vote at such general meeting.

 

10.7The requisition must also:

 

(a)specify the purpose of the meeting.

 

(b)be signed by or on behalf of each requisitioner (and for this purpose each joint holder shall be obligedto sign). The requisition may consist of several documents in like form signed by one or more of the requisitioners; and

 

(c)be delivered in accordance with the notice provisions.

 

10.8Should the Directors fail to call a general meeting within 21 Clear Days from the date of receipt of arequisition, the requisitioners or any of them may call a general meeting within three months after the end of that period.

 

10.9Without limitation to the foregoing, if there are insufficient Directors to constitute a quorum and theremaining Directors are unable to agree on the appointment of additional Directors, any one or more Members who together hold at leastfive (5) per cent of the rights to vote at a general meeting may call a general meeting for the purpose of considering the business specifiedin the notice of meeting which shall include as an item of business the appointment of additional Directors.

 

10.10If the Members call a meeting under the above provisions, the Company shall reimburse their reasonableexpenses.

 

Content of notice

 

10.11Notice of a general meeting shall specify each of the following:

 

(a)the place, the date and the hour of the meeting;

 

(b)whether the meeting will be held virtually, at a physical place or both;

 

(c)if the meeting is to be held in any part at a physical place, the address of such place;

 

22

 

(d)if the meeting is to be held in two or more places, or in any part virtually, the Electronic CommunicationFacilities that will be used to facilitate the meeting, including the procedures to be followed by any Member or other participant ofthe meeting who wishes to utilise such Electronic Communication Facilities for the purposes of attending and participating in such meeting;

 

(e)subject to paragraph (f) and the requirements of (to the extent applicable) the Designated Stock ExchangeRules, the general nature of the business to be transacted; and

 

(f)if a resolution is proposed as a Special Resolution, the text of that resolution.

 

10.12In each notice there shall appear with reasonable prominence the following statements:

 

(a)that a Member who is entitled to attend and vote is entitled to appoint one or more proxies to attendand vote instead of that Member; and

 

(b)that a proxyholder need not be a Member.

 

Period of notice

 

10.13At least seven (7) Clear Days’ notice must be given to Members for any general meeting.

 

10.14Subject to the Act, a meeting may be convened on shorter notice, subject to the Act with the consent ofthe Member or Members who, individually or collectively, hold at least ninety per cent of the voting rights of all those who have a rightto vote at that meeting.

 

Persons entitled to receive notice

 

10.15Subject to the provisions of these Articles and to any restrictions imposed on any Shares, the noticeshall be given to the following people:

 

(a)the Members;

 

(b)persons entitled to a Share in consequence of the death or bankruptcy of a Member;

 

(c)the Directors; and

 

(d)the Auditors (if appointed).

 

10.16The Board may determine that the Members entitled to receive notice of, attend and vote at a meeting arethose persons entered on the register of Members at the close of business on a day determined by the Board.

 

Accidental omission to give notice or non-receiptof notice

 

10.17Proceedings at a meeting shall not be invalidated by the following:

 

(a)an accidental failure to give notice of the meeting to any person entitled to notice; or

 

(b)non-receipt of notice of the meeting by any person entitled to notice.

 

23

 

10.18In addition, where a notice of meeting is published on a website proceedings at the meeting shall notbe invalidated merely because it is accidentally published:

 

(a)in a different place on the website; or

 

(b)for part only of the period from the date of the notification until the conclusion of the meeting to whichthe notice relates.

 

11Proceedings at meetings of Members

 

Quorum

 

11.1Save as provided in the following Article, no business shall be transacted at any meeting unless a quorumis present in person or by proxy at the meeting. A quorum is as follows:

 

(a)if the Company has only one Member: that Member;

 

(b)if the Company has more than one Member, one or more Members holding Shares that represent not less thanone-third of the outstanding Shares carrying the right to vote at such general meeting.

 

Lack of quorum

 

11.2If a quorum is not present at the meeting within fifteen minutes of the time appointed for the meeting,or if at any time during the meeting it becomes inquorate, then the following provisions apply:

 

(a)If the meeting was requisitioned by Members, it shall be cancelled.

 

(b)In any other case, the meeting shall stand adjourned to the same time and place seven days hence, or tosuch other time or place as is determined by the Directors. If a quorum is not present at the meeting within fifteen minutes of the timeappointed for the adjourned meeting, then the Members present in person or by proxy at the meeting shall constitute a quorum.

 

Chairman

 

11.3The chairman of a general meeting (including any Virtual Meeting) shall be the chairman of the Board orsuch other Director as the Directors may determine. Absent any such person being present at the meeting within fifteen minutes of thetime appointed for the meeting, the Directors present shall elect one of their number to chair the meeting. The chairman of the meetingshall be entitled to attend and participate at any such general meeting by means of Electronic Communication Facilities, and to act asthe chairman of such general meeting, in which event the chairman of the meeting shall be deemed to be present at the meeting.

 

24

 

11.4If no Director is present within fifteen minutes of the time appointed for the meeting, or if no Directoris willing to act as chairman, the Members present in person or by proxy and entitled to vote shall choose one of their number to chairthe meeting.

 

Right of a Director to attend and speak

 

11.5Even if a Director is not a Member, he shall be entitled to attend and speak at any general meeting andat any separate meeting of Members holding a particular class of Shares.

 

Accommodation of Members at Virtual Meeting

 

11.6A Member entitled to receive notice and attend a meeting will be deemed to be in attendance at such meetingdespite their attendance being virtual if adequate facilities are available to ensure that the Member is able to:

 

(a)to participate in the business for which the meeting has been convened; and

 

(b)to hear all that happens at the meeting.

 

Without limitingthe generality of the foregoing, the Directors may determine that any general meeting may be held as a Virtual Meeting.

 

Security

 

11.7In addition to any measures which the Board may be required to take due to the location or venue of themeeting, the Board may make any arrangement and impose any restriction it considers appropriate and reasonable in the circumstances toensure the security of a meeting including, without limitation, the searching of any person attending the meeting and the imposing ofrestrictions on the items of personal property that may be taken into the meeting place. The Board may refuse entry to, or eject from,a meeting a person who refuses to comply with any such arrangements or restrictions.

 

Adjournment, postponement and cancellation

 

11.8A meeting may be:

 

(a)postponed or cancelled prior to the meeting at the discretion of the Directors by written notice providedto all persons entitled to attend the meeting, unless the meeting was requisitioned by Members or otherwise called by Members pursuantto 10; or

 

(b)adjourned, with or without an appointed date for resumption, at any time during the meeting at the discretionof the chairman with the consent of the Members constituting a quorum.

 

The chairman mustadjourn the meeting if so directed by the Members constituting a quorum at the meeting. No business, however, can be transacted at anadjourned or postponed meeting other than business which might properly have been transacted at the original meeting.

 

25

 

11.9Should a meeting be adjourned for more than ten (10) Clear Days, whether because of a lack of quorum orotherwise, Members shall be given at least seven (7) Clear Days’ notice of the date, time and place of the adjourned meeting and the generalnature of the business to be transacted. Otherwise it shall not be necessary to give any notice of the adjournment.

 

Method of voting

 

11.10A resolution put to the vote of the meeting shall be decided on a poll.

 

Taking of a poll

 

11.11A poll shall be taken in such manner as the chairman directs. He may appoint scrutineers (who need notbe Members) and fix a place and time for declaring the result of the poll. If, through the aid of technology, the meeting is held as aVirtual Meeting or in more than one place, the chairman may appoint scrutineers virtually and in more than one place; but if he considersthat the poll cannot be effectively monitored at that meeting, the chairman shall adjourn the holding of the poll to a date, place andtime when that can occur.

 

Chairman’s casting vote

 

11.12In the case of an equality of votes, the Chairman of the meeting shall be entitled to a second or castingvote.

 

Written resolutions

 

11.13Without limitation to section 60(1) of the Act, Members may pass a Special Resolution in writing withoutholding a meeting if the following conditions are met:

 

(a)all Members entitled to vote on the resolution are given notice of the resolution as if the same werebeing proposed at a meeting of Members;

 

(b)all Members entitled so to vote:

 

(i)sign a document; or

 

(ii)sign several documents in the like form each signed by one or more of those Members; and

 

(c)the signed document or documents is or are delivered to the Company, including, if the Company so nominates,by delivery of an Electronic Record by Electronic means to the address specified for that purpose.

 

Such written resolution,which shall be as effective as if it had been passed at a meeting of the Members entitled to vote duly convened and held, is passed whenall such Members have so signified their agreement to the resolutions.

 

26

 

11.14Members may pass an Ordinary Resolution in writing without holding a meeting if the following conditionsare met:

 

(a)all Members entitled to vote on the resolution are:

 

(i)given notice of the resolution as if the same were being proposed at a meeting of Members; and

 

(ii)notified in the same or an accompanying notice of the date by which the resolution must be passed if itis not to lapse, being a period of seven (7) Clear Days beginning with the date that the notice is first given;

 

(b)the required majority of the Members entitled so to vote:

 

(i)sign a document; or

 

(ii)sign several documents in the like form each signed by one or more of those Members; and

 

(c)the signed document or documents is or are delivered to the Company, including, if the Company so nominates,by delivery of an Electronic Record by Electronic means to the address specified for that purpose.

 

Such written resolution, which shallbe as effective as if it had been passed at a meeting of the Members entitled to vote duly convened and held, is passed upon the laterof these dates: (i) subject to the following Article, the date next immediately following the end of the period of three (3) days beginningwith the date that notice of the resolution is first given and (ii) the date when the required majority have so signified their agreementto the resolution. However, the proposed written resolution lapses if it is not passed before the end of the period of 7 days beginningwith the date that notice of it is first given.

 

11.15If all Members entitled to be given notice of the Ordinary Resolution consent, a written resolution maybe passed as soon as the required majority have signified their agreement to the resolution, without any minimum period of time havingfirst elapsed. Save that the consent of the majority may be incorporated in the written resolution, each consent shall be in writing orgiven by Electronic Record and shall otherwise be given to the Company in accordance with Article 28 (Notices) prior to the writtenresolution taking effect.

 

11.16The Directors may determine the manner in which written resolutions shall be put to Members. In particular,they may provide, in the form of any written resolution, for each Member to indicate, out of the number of votes the Member would havebeen entitled to cast at a meeting to consider the resolution, how many votes he wishes to cast in favour of the resolution and how manyagainst the resolution or to be treated as abstentions. The result of any such written resolution shall be determined on the same basisas on a poll.

 

11.17If a written resolution is described as a Special Resolution or as an Ordinary Resolution, it has effectaccordingly.

 

11.18The Directors may determine the manner in which written resolutions shall be put to Members. In particular,they may provide, in the form of any written resolution, for each Member to indicate, out of the number of votes the Member would havebeen entitled to cast at a meeting to consider the resolution, how many votes he wishes to cast in favour of the resolution and how manyagainst the resolution or to be treated as abstentions. The result of any such written resolution shall be determined on the same basisas on a poll.

 

27

 

Sole-Member Company

 

11.19If the Company has only one Member, and the Member records in writing his decision on a question, thatrecord shall constitute both the passing of a resolution and the minute of it.

 

12Voting rights of Members

 

Right to vote

 

12.1Unless their Shares carry no right to vote, or unless a call or other amount presently payable has notbeen paid, all Members are entitled to vote at a general meeting and all Members holding Shares of a particular class of Shares are entitledto vote at a meeting of the holders of that class of Shares. Unless otherwise required under the Act or by these Articles, holders ofClass A Ordinary Shares and Class B Ordinary Shares shall at all times vote together as one class on all resolutions submitted to a voteby the Members.

 

12.2Members may vote in person or by proxy.

 

12.3On a poll, each Class A Ordinary Share shall be entitled to one (1) vote on all matters subject to voteat general meetings of the Company, and each Class B Ordinary Share shall be entitled to thirty-five (35) votes on all matters subjectto vote at general meetings of the Company. A fraction of a Class A Ordinary Share shall entitle its holder to an equivalent fractionof one (1) vote, and a fraction of a Class B Ordinary Share shall entitle its holder to an equivalent fraction of thirty-five (35) votes.

 

12.4No Member is bound to vote on his Shares or any of them; nor is he bound to vote each of his Shares inthe same way.

 

Rights of joint holders

 

12.5If Shares are held jointly, only one of the joint holders may vote. If more than one of the joint holderstenders a vote, the vote of the holder whose name in respect of those Shares appears first in the register of Members shall be acceptedto the exclusion of the votes of the other joint holder.

 

Representation of corporate Members

 

12.6Save where otherwise provided, a corporate Member must act by a duly authorised representative.

 

12.7A corporate Member wishing to act by a duly authorised representative must identify that person to theCompany by notice in writing.

 

12.8The authorisation may be for any period of time, and must be delivered to the Company before the commencementof the meeting at which it is first used.

 

12.9The Directors of the Company may require the production of any evidence which they consider necessaryto determine the validity of the notice.

 

28

 

12.10Where a duly authorised representative is present at a meeting that Member is deemed to be present inperson; and the acts of the duly authorised representative are personal acts of that Member.

 

12.11A corporate Member may revoke the appointment of a duly authorised representative at any time by noticeto the Company; but such revocation will not affect the validity of any acts carried out by the duly authorised representative beforethe Directors of the Company had actual notice of the revocation.

 

Member with mental disorder

 

12.12A Member in respect of whom an order has been made by any court having jurisdiction (whether in the CaymanIslands or elsewhere) in matters concerning mental disorder may vote by that Member’s receiver, curator bonis or other personauthorised in that behalf appointed by that court.

 

12.13For the purpose of the preceding Article, evidence to the satisfaction of the Directors of the authorityof the person claiming to exercise the right to vote must be received not less than 24 hours before holding the relevant meeting or theadjourned meeting in any manner specified for the delivery of forms of appointment of a proxy, whether in writing or by Electronic means.In default, the right to vote shall not be exercisable.

 

Objections to admissibility of votes

 

12.14An objection to the validity of a person’s vote may only be raised at the meeting or at the adjournedmeeting at which the vote is sought to be tendered. Any objection duly made shall be referred to the chairman whose decision shall befinal and conclusive.

 

Form of proxy

 

12.15An instrument appointing a proxy shall be in any common form or in any other form approved by the Directors.

 

12.16The instrument must be in writing and signed in one of the following ways:

 

(a)by the Member; or

 

(b)by the Member’s authorised attorney or agent; or

 

(c)if the Member is a corporation or other body corporate, under seal or signed by an authorised officer,secretary or attorney.

 

If the Directors so resolve, the Companymay accept an Electronic Record of that instrument delivered in the manner specified below and otherwise satisfying the Articles aboutauthentication of Electronic Records.

 

12.17The Directors may require the production of any evidence which they consider necessary to determine thevalidity of any appointment of a proxy.

 

29

 

12.18A Member may revoke the appointment of a proxy at any time by notice to the Company duly signed in accordancewith Article 12.16.

 

12.19No revocation by a Member of the appointment of a proxy made in accordance with Article 12.18 will affectthe validity of any acts carried out by the relevant proxy before the Directors of the Company had actual notice of the revocation.

 

How and when proxy is to be delivered

 

12.20Subject to the following Articles, the Directors may, in the notice convening any meeting or adjournedmeeting, or in an instrument of proxy sent out by the Company, specify the manner by which the instrument appointing a proxy shall bedeposited and the place and the time (being not later than the time appointed for the commencement of the meeting or adjourned meetingto which the proxy relates) at which the instrument appointing a proxy shall be deposited. In the absence of any such direction from theDirectors in the notice convening any meeting or adjourned meeting or in an instrument of proxy sent out by the Company, the form of appointmentof a proxy and any authority under which it is signed (or a copy of the authority certified notarially or in any other way approved bythe Directors) must be delivered so that it is received by the Company before the time for holding the meeting or adjourned meeting atwhich the person named in the form of appointment of proxy proposes to vote. They must be delivered in either of the following ways:

 

(a)In the case of an instrument in writing, it must be left at or sent by post:

 

(i)to the registered office of the Company; or

 

(ii)to such other place specified in the notice convening the meeting or in any form of appointment of proxysent out by the Company in relation to the meeting.

 

(b)If, pursuant to the notice provisions, a notice may be given to the Company in an Electronic Record, anElectronic Record of an appointment of a proxy must be sent to the address specified pursuant to those provisions unless another addressfor that purpose is specified:

 

(i)in the notice convening the meeting; or

 

(ii)in any form of appointment of a proxy sent out by the Company in relation to the meeting; or

 

(iii)in any invitation to appoint a proxy issued by the Company in relation to the meeting.

 

(c)Notwithstanding Article 12.20(a) and Article 12.20(b), the chairman of the Company may, in any event athis discretion, direct that an instrument of proxy shall be deemed to have been duly deposited.

 

12.21If the form of appointment of proxy is not delivered on time, it is invalid.

 

30

 

12.22When two or more valid but differing appointments of proxy are delivered or received in respect of thesame Share for use at the same meeting and in respect of the same matter, the one which is last validly delivered or received (regardlessof its date or of the date of its execution) shall be treated as replacing and revoking the other or others as regards that Share. lfthe Company is unable to determine which appointment was last validly delivered or received, none of them shall be treated as valid inrespect of that Share.

 

12.23The Board may at the expense of the Company send forms of appointment of proxy to the Members by post(that is to say, pre-paying and posting a letter), or by Electronic communication or otherwise (with or without provision for their returnby pre-paid post) for use at any general meeting or at any separate meeting of the holders of any class of Shares, either blank or nominatingas proxy in the alternative any one or more of the Directors or any other person. lf for the purpose of any meeting invitations to appointas proxy a person or one of a number of persons specified in the invitations are issued at the Company’s expense, they shall beissued to all (and not to some only) of the Members entitled to be sent notice of the meeting and to vote at it. The accidental omissionto send such a form of appointment or to give such an invitation to, or the non-receipt of such form of appointment by, any Member entitledto attend and vote at a meeting shall not invalidate the proceedings at that meeting.

 

Voting by proxy

 

12.24A proxy shall have the same voting rights at a meeting or adjourned meeting as the Member would have hadexcept to the extent that the instrument appointing him limits those rights. Notwithstanding the appointment of a proxy, a Member mayattend and vote at a meeting or adjourned meeting. If a Member votes on any resolution, a vote by his proxy on the same resolution, unlessin respect of different Shares, shall be invalid.

 

12.25The instrument appointing a proxy to vote at a meeting shall not confer any further right to speak atthe meeting, except with the permission of the chairman of the meeting.

 

13Number of Directors

 

13.1There shall be a Board consisting of not less than one person provided however that the Company may byOrdinary Resolution or by the resolutions of Directors increase or reduce the limits in the number of Directors. Unless fixed by OrdinaryResolution, the maximum number of Directors shall be unlimited.

 

14Appointment, disqualification and removal of Directors

 

First Directors

 

14.1The first Directors shall be appointed in writing by the subscriber or subscribers to the Memorandum,or a majority of them.

 

No age limit

 

14.2There is no age limit for Directors save that they must be at least eighteen years of age.

 

31

 

Corporate Directors

 

14.3Unless prohibited by law, a body corporate may be a Director. If a body corporate is a Director, the Articlesabout representation of corporate Members at general meetings apply, mutatis mutandis, to the Articles about Directors’ meetings.

 

No shareholding qualification

 

14.4Unless a shareholding qualification for Directors is fixed by Ordinary Resolution, no Director shall berequired to own Shares as a condition of his appointment.

 

Appointment of Directors

 

14.5A Director may be appointed by Ordinary Resolution or by the Directors. Any appointment may be to filla vacancy or as an additional Director.

 

14.6The remaining Director(s) may appoint a Director even though there is not a quorum of Directors.

 

14.7No appointment can cause the number of Directors to exceed the maximum (if one is set); and any such appointmentshall be invalid.

 

14.8For so long as Shares are listed on a Designated Stock Exchange, the Directors shall include at leastsuch number of Independent Directors as applicable law, rules or regulations or the Designated Stock Exchange Rules require as determinedby the Board.

 

Board’s power to appoint Directors

 

14.9Without prejudice to the Company’s power to appoint a person to be a Director pursuant to theseArticles, the Board shall have power at any time to appoint any person who is willing to act as a Director, either to fill a vacancy oras an addition to the existing Board, subject to the total number of Directors not exceeding any maximum number fixed by or in accordancewith these Articles.

 

Term of office

 

14.10An appointment of a Director may be on terms that the Director shall automatically retire from office(unless he has sooner vacated office) at the next or a subsequent annual general meeting or upon any specified event or after any specifiedperiod in a written agreement between the Company and the Director, if any; but no such term shall be implied in the absence of expressprovision. Each Director whose term of office expires shall be eligible for re-election at a meeting of the Members or re-appointmentby the Board.

 

Removal of Directors

 

14.11A Director may be removed by Ordinary Resolution or by the resolutions of Directors.

 

32

 

Resignation of Directors

 

14.12A Director may at any time resign office by giving to the Company notice in writing or, if permitted pursuantto the notice provisions, in an Electronic Record delivered in either case in accordance with those provisions.

 

14.13Unless the notice specifies a different date, the Director shall be deemed to have resigned on the datethat the notice is delivered to the Company.

 

Termination of the office of Director

 

14.14A Director may retire from office as a Director by giving notice in writing to that effect to the Companyat the registered office, which notice shall be effective upon such date as may be specified in the notice, failing which upon deliveryto the registered office.

 

14.15Without prejudice to the provisions in these Articles for retirement (by rotation or otherwise), a Director’soffice shall be terminated forthwith if:

 

(a)he is prohibited by the law of the Cayman Islands from acting as a Director; or

 

(b)he is made bankrupt or makes an arrangement or composition with his creditors generally; or

 

(c)he resigns his office by notice to the Company; or

 

(d)he only held office as a Director for a fixed term and such term expires; or

 

(e)in the opinion of a registered medical practitioner by whom he is being treated he becomes physicallyor mentally incapable of acting as a Director; or

 

(f)he is given notice by the majority of the other Directors (not being less than two in number) to vacateoffice (without prejudice to any claim for damages for breach of any agreement relating to the provision of the services of such Director);or

 

(g)he is made subject to any law relating to mental health or incompetence, whether by court order or otherwise;or

 

(h)without the consent of the other Directors, he is absent from meetings of Directors for a continuous periodof six months.

 

15Alternate Directors

 

Appointment and removal

 

15.1Any Director may appoint any other person, including another Director, to act in his place as an alternateDirector. No appointment shall take effect until the Director has given notice of the appointment to the Board.

 

15.2A Director may revoke his appointment of an alternate at any time. No revocation shall take effect untilthe Director has given notice of the revocation to the Board.

 

33

 

15.3A notice of appointment or removal of an alternate Director shall be effective only if given to the Companyby one or more of the following methods:

 

(a)by notice in writing in accordance with the notice provisions contained in these Articles;

 

(b)if the Company has a facsimile address for the time being, by sending by facsimile transmission to thatfacsimile address a facsimile copy or, otherwise, by sending by facsimile transmission to the facsimile address of the Company’s registeredoffice a facsimile copy (in either case, the facsimile copy being deemed to be the notice unless Article 29.7 applies), in which eventnotice shall be taken to be given on the date of an error-free transmission report from the sender’s fax machine;

 

(c)if the Company has an email address for the time being, by emailing to that email address a scanned copyof the notice as a PDF attachment or, otherwise, by emailing to the email address provided by the Company’s registered office a scannedcopy of the notice as a PDF attachment (in either case, the PDF version being deemed to be the notice unless Article 29.7 applies), inwhich event notice shall be taken to be given on the date of receipt by the Company or the Company’s registered office (as appropriate)in readable form; or

 

(d)if permitted pursuant to the notice provisions, in some other form of approved Electronic Record deliveredin accordance with those provisions in writing.

 

Notices

 

15.4All notices of meetings of Directors shall continue to be given to the appointing Director and not tothe alternate.

 

Rights of alternate Director

 

15.5An alternate Director shall be entitled to attend and vote at any Board meeting or meeting of a committeeof the Directors at which the appointing Director is not personally present, and generally to perform all the functions of the appointingDirector in his absence. An alternate Director, however, is not entitled to receive any remuneration from the Company for services renderedas an alternate Director.

 

Appointment ceases when the appointor ceasesto be a Director

 

15.6An alternate Director shall cease to be an alternate Director if:

 

(a)the Director who appointed him ceases to be a Director; or

 

(b)the Director who appointed him revokes his appointment by notice delivered to the Board or to the registeredoffice of the Company or in any other manner approved by the Board; or

 

(c)in any event happens in relation to him which, if he were a Director of the Company, would cause his officeas Director to be vacated.

 

34

 

Status of alternate Director

 

15.7An alternate Director shall carry out all functions of the Director who made the appointment.

 

15.8Save where otherwise expressed, an alternate Director shall be treated as a Director under these Articles.

 

15.9An alternate Director is not the agent of the Director appointing him.

 

15.10An alternate Director is not entitled to any remuneration for acting as alternate Director.

 

Status of the Director making the appointment

 

15.11A Director who has appointed an alternate is not thereby relieved from the duties which he owes the Company.

 

16Powers of Directors

 

Powers of Directors

 

16.1Subject to the provisions of the Act, the Memorandum and these Articles, the business of the Company shallbe managed by the Directors who may for that purpose exercise all the powers of the Company.

 

16.2No prior act of the Directors shall be invalidated by any subsequent alteration of the Memorandum or theseArticles. However, to the extent allowed by the Act, Members may, by Ordinary Resolution, validate any prior or future act of the Directorswhich would otherwise be in breach of their duties.

 

Directors below the minimum number

 

16.3lf the number of Directors is less than the minimum prescribed in accordance with these Articles, theremaining Director or Directors shall act only for the purposes of appointing an additional Director or Directors to make up such minimumor of convening a general meeting of the Company for the purpose of making such appointment. lf there are no Director or Directors ableor willing to act, any two Members may summon a general meeting for the purpose of appointing Directors. Any additional Director so appointedshall hold office (subject to these Articles) only until the dissolution of the annual general meeting next following such appointmentunless he is re-elected during such meeting.

 

Appointments to office

 

16.4The Directors may appoint a Director:

 

(a)as chairman of the Board;

 

(b)as managing Director;

 

(c)to any other executive office,

 

for such period, and on such terms,including as to remuneration as they think fit.

 

35

 

16.5The appointee must consent in writing to holding that office.

 

16.6Where a chairman is appointed he shall, unless unable to do so, preside at every meeting of Directors.

 

16.7If there is no chairman, or if the chairman is unable to preside at a meeting, that meeting may selectits own chairman; or the Directors may nominate one of their number to act in place of the chairman should he ever not be available.

 

16.8Subject to the provisions of the Act, the Directors may also appoint and remove any person, who need notbe a Director:

 

(a)as Secretary; and

 

(b)to any office that may be required

 

for such period and on such terms,including as to remuneration, as they think fit. In the case of an Officer, that Officer may be given any title the Directors decide.

 

16.9The Secretary or Officer must consent in writing to holding that office.

 

16.10A Director, Secretary or other Officer of the Company may not the hold the office, or perform the services,of auditor.

 

Provisions for employees

 

16.11The Board may make provision for the benefit of any persons employed or formerly employed by the Companyor any of its subsidiary undertakings (or any member of his family or any person who is dependent on him) in connection with the cessationor the transfer to any person of the whole or part of the undertaking of the Company or any of its subsidiary undertakings.

 

Exercise of voting rights

 

16.12The Board may exercise the voting power conferred by the shares in any body corporate held or owned bythe Company in such manner in all respects as it thinks fit (including, without limitation, the exercise of that power in favour of anyresolution appointing any Director as a Director of such body corporate, or voting or providing for the payment of remuneration to theDirectors of such body corporate).

 

Remuneration

 

16.13Every Director may be remunerated by the Company for the services he provides for the benefit of the Company,whether as Director, employee or otherwise, and shall be entitled to be paid for the expenses incurred in the Company’s businessincluding attendance at Directors’ meetings.

 

16.14Until otherwise determined by the Company by Ordinary Resolution, the Directors (other than alternateDirectors) shall be entitled to such remuneration by way of fees for their services in the office of Director as the Directors may determine.

 

36

 

16.15Remuneration may take any form and may include arrangements to pay pensions, health insurance, death orsickness benefits, whether to the Director or to any other person connected to or related to him.

 

16.16Unless his fellow Directors determine otherwise, a Director is not accountable to the Company for remunerationor other benefits received from any other company which is in the same group as the Company or which has common shareholdings.

 

Disclosure of information

 

16.17Subject to compliance with applicable laws, including the applicable federal securities laws of the UnitedStates, the Directors may release or disclose to a third party any information regarding the affairs of the Company, including any informationcontained in the register of Members relating to a Member, (and they may authorise any Director, Officer or other authorised agent ofthe Company to release or disclose to a third party any such information in his possession) if:

 

(a)the Company or that person, as the case may be, is lawfully required to do so under the laws of any jurisdictionto which the Company is subject; or

 

(b)such disclosure is in compliance with the Designated Stock Exchange Rules; or

 

(c)such disclosure is in accordance with any contract entered into by the Company; or

 

(d)the Directors are of the opinion such disclosure would assist or facilitate the Company’s operations.

 

17Delegation of powers

 

Power to delegate any of the Directors’powers to a committee

 

17.1The Directors may delegate any of their powers to any committee consisting of one or more persons whoneed not be Members. Persons on the committee may include non-Directors so long as the majority of those persons are Directors. For solong as Shares are listed on a Designated Stock Exchange, any such committee shall be made up of such number of Independent Directorsas required from time to time by the Designated Stock Exchange Rules or otherwise required by applicable law.

 

17.2The delegation may be collateral with, or to the exclusion of, the Directors’ own powers.

 

17.3The delegation may be on such terms as the Directors think fit, including provision for the committeeitself to delegate to a sub-committee; save that any delegation must be capable of being revoked or altered by the Directors at will.

 

17.4Unless otherwise permitted by the Directors, a committee must follow the procedures prescribed for thetaking of decisions by Directors.

 

37

 

17.5For so long as Shares are listed on a Designated Stock Exchange, the Board shall, but only if requiredby the Designated Stock Exchange Rules, establish an audit committee, a compensation committee and a nominating and corporate governancecommittee. Each of these committees shall be empowered to do all things necessary to exercise the rights of such committee set forth inthese Articles. Each of the audit committee, compensation committee and nominating and corporate governance committee (if so established)shall be made up of such number of Independent Directors as required from time to time by the Designated Stock Exchange Rules or otherwiserequired by applicable law, subject to any exemptions permitted under the Designated Stock Exchange Rules and other applicable laws.

 

Local boards

 

17.6The Board may establish any local or divisional board or agency for managing any of the affairs of theCompany whether in the Cayman Islands or elsewhere and may appoint any persons to be members of a local or divisional Board, or to bemanagers or agents, and may fix their remuneration.

 

17.7The Board may delegate to any local or divisional board, manager or agent any of its powers and authorities(with power to sub-delegate) and may authorise the members of any local or divisional board or any of them to fill any vacancies and toact notwithstanding vacancies.

 

17.8Any appointment or delegation under this Article 17.8 may be made on such terms and subject to such conditionsas the Board thinks fit and the Board may remove any person so appointed, and may revoke or vary any delegation.

 

Power to appoint an agent of the Company

 

17.9The Directors may appoint any person, either generally or in respect of any specific matter, to be theagent of the Company with or without authority for that person to delegate all or any of that person’s powers. The Directors maymake that appointment:

 

(a)by causing the Company to enter into a power of attorney or agreement; or

 

(b)in any other manner they determine.

 

Power to appoint an attorney or authorisedsignatory of the Company

 

17.10The Directors may appoint any person, whether nominated directly or indirectly by the Directors, to bethe attorney or the authorised signatory of the Company. The appointment may be:

 

(a)for any purpose;

 

(b)with the powers, authorities and discretions;

 

(c)for the period; and

 

(d)subject to such conditions

 

as they think fit. The powers, authoritiesand discretions, however, must not exceed those vested in, or exercisable, by the Directors under these Articles. The Directors may doso by power of attorney or any other manner they think fit.

 

38

 

17.11Any power of attorney or other appointment may contain such provision for the protection and conveniencefor persons dealing with the attorney or authorised signatory as the Directors think fit. Any power of attorney or other appointment mayalso authorise the attorney or authorised signatory to delegate all or any of the powers, authorities and discretions vested in that person.

 

17.12The Board may remove any person appointed under Article 17.10 and may revoke or vary the delegation.

 

Borrowing Powers

 

17.13The Directors may exercise all the powers of the Company to borrow money and to mortgage or charge itsundertaking, property and assets both present and future and uncalled capital, or any part thereof, and to issue debentures and othersecurities, whether outright or as collateral security for any debt, liability or obligation of the Company or its parent undertaking(if any) or any subsidiary undertaking of the Company or of any third party.

 

Corporate Governance

 

17.14The Board may, from time to time, and except as required by applicable law or the Designated Stock ExchangeRules, adopt, institute, amend, modify or revoke the corporate governance policies or initiatives of the Company, which shall be intendedto set forth the guiding principles and policies of the Company and the Board on various corporate governance related matters as the Boardshall determine by resolution from time to time.

 

18Meetings of Directors

 

Regulation of Directors’ meetings

 

18.1Subject to the provisions of these Articles, the Directors may regulate their proceedings as they thinkfit.

 

Calling meetings

 

18.2Any Director may call a meeting of Directors at any time. The Secretary must call a meeting of the Directorsif requested to do so by a Director.

 

Notice of meetings

 

18.3Notice of a Board meeting may be given to a Director personally or by word of mouth or given in writingor by Electronic communications at such address as he may from time to time specify for this purpose (or, if he does not specify an address,at his last known address). A Director may waive his right to receive notice of any meeting either prospectively or retrospectively.

 

39

 

Use of technology

 

18.4A Director may participate in a meeting of Directors through the medium of conference telephone, videoor any other form of communications equipment providing all persons participating in the meeting are able to hear and speak to each otherthroughout the meeting.

 

18.5A Director participating in this way is deemed to be present in person at the meeting.

 

Quorum

 

18.6The quorum for the transaction of business at a meeting of Directors shall be two unless the Directorsfix some other number.

 

Chairman or deputy to preside

 

18.7The Board may appoint a chairman and one or more deputy chairman or chairmen and may at any time revokeany such appointment.

 

18.8The chairman, or failing him any deputy chairman (the longest in office taking precedence if more thanone is present), shall preside at all Board meetings. If no chairman or deputy chairman has been appointed, or if he is not present withinfive minutes after the time fixed for holding the meeting, or is unwilling to act as chairman of the meeting, the Directors present shallchoose one of their number to act as chairman of the meeting.

 

Voting

 

18.9A question which arises at a Board meeting shall be decided by a majority of votes. If votes are equalthe chairman may, if he wishes, exercise a casting vote.

 

Recording of dissent

 

18.10A Director present at a meeting of Directors shall be presumed to have assented to any action taken atthat meeting unless:

 

(a)his dissent is entered in the minutes of the meeting; or

 

(b)he has filed with the meeting before it is concluded signed dissent from that action; or

 

(c)he has forwarded to the Company as soon as practical following the conclusion of that meeting signed dissent.

 

A Director who votes in favour ofan action is not entitled to record his dissent to it.

 

Written resolutions

 

18.11The Directors may pass a resolution in writing without holding a meeting if all Directors sign a documentor sign several documents in the like form each signed by one or more of those Directors.

 

40

 

18.12A written resolution signed by a validly appointed alternate Director need not also be signed by the appointingDirector.

 

18.13A written resolution signed personally by the appointing Director need not also be signed by his alternate.

 

18.14A resolution in writing passed pursuant to Article 18.11, Article 18.12 and/or Article 18.13 shall beas effective as if it had been passed at a meeting of the Directors duly convened and held; and it shall be treated as having been passedon the day and at the time that the last Director signs (and for the avoidance of doubt, such day may or may not be a Business Day).

 

Validity of acts of Directors in spite offormal defect

 

18.15All acts done by a meeting of the Board, or of a committee of the Board, or by any person acting as aDirector or an alternate Director, shall, notwithstanding that it is afterwards discovered that there was some defect in the appointmentof any Director or alternate Director or member of the committee, or that any of them were disqualified or had vacated office or werenot entitled to vote, be as valid as if every such person had been duly appointed and qualified and had continued to be a Director oralternate Director and had been entitled to vote.

 

19Permissible Directors’ interests and disclosure

 

19.1A Director who is in any way, whether directly or indirectly, interested in a contract or transactionor proposed contract or transaction with the Company shall declare the nature of his interest at a meeting of the Directors. A generalnotice 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 regardedas interested in any contract or transaction which may thereafter be made with that company or firm shall be deemed a sufficient declarationof interest in regard to any contract so made or transaction so consummated. Subject to the Designated Stock Exchange Rules and disqualificationby the chairman of the relevant Board meeting, a Director may vote in respect of any contract or transaction or proposed contract or transactionnotwithstanding that he may be interested therein provided the Director discloses to his fellow directors the nature and extent of anymaterial interests in respect of any contract or transaction or proposed contract or transaction and if he does so his vote shall be countedand he may be counted in the quorum at any meeting of the Directors at which any such contract or transaction or proposed contract ortransaction shall come before the meeting for consideration.

 

20Minutes

 

20.1The Company shall cause minutes to be made in books of:

 

(a)all appointments of Officers and committees made by the Board and of any such Officer’s remuneration;and

 

(b)the names of Directors present at every meeting of the Directors, a committee of the Board, the Companyor the holders of any class of shares or debentures, and all orders, resolutions and proceedings of such meetings.

 

41

 

20.2Any such minutes, if purporting to be signed by the chairman of the meeting at which the proceedings wereheld or by the chairman of the next succeeding meeting or the Secretary, shall be prima facie evidence of the matters stated in them.

 

21Accounts and audit

 

21.1The Directors must ensure that proper accounting and other records are kept, and that accounts and associatedreports are distributed in accordance with the requirements of the Act.

 

21.2The books of account shall be kept at the registered office of the Company and shall always be open toinspection by the Directors. No Member (other than a Director) shall have any right of inspecting any account or book or document of theCompany except as conferred by the Act or as authorised by the Directors or by Ordinary Resolution.

 

21.3Unless the Directors otherwise prescribe, the financial year of the Company shall end on 30 Septemberin each year and begin on 1st October in each year.

 

Auditors

 

21.4The Directors may appoint or remove an Auditor of the Company who shall hold office on such terms as theDirectors determine, provided that for so long as Shares are listed on a Designated Stock Exchange, such appointment or removal shallbe made in accordance with the applicable Designated Stock Exchange Rules.

 

21.5At any general meeting convened and held at any time in accordance with these Articles, the Members may,by Ordinary Resolution, remove the Auditor before the expiration of his term of office. If they do so, the Members shall, by OrdinaryResolution, at that meeting appoint another Auditor in his stead for the remainder of his term.

 

21.6The Auditors shall examine such books, accounts and vouchers; as may be necessary for the performanceof their duties.

 

21.7The Auditors shall, if so requested by the Directors, make a report on the accounts of the Company duringtheir tenure of office at the next annual general meeting following their appointment, and at any time during their term of office, uponrequest of the Directors or any general meeting of the Company.

 

22Record dates

 

22.1Except to the extent of any conflicting rights attached to Shares, the resolution declaring a dividendon Shares of any class, whether it be an Ordinary Resolution of the Members or a Director’s resolution, may specify that the dividendis payable or distributable to the persons registered as the holders of those Shares at the close of business on a particular date, notwithstandingthat the date may be a date prior to that on which the resolution is passed.

 

42

 

22.2If the resolution does so specify, the dividend shall be payable or distributable to the persons registeredas the holders of those Shares at the close of business on the specified date in accordance with their respective holdings so registered,but without prejudice to the rights inter se in respect of the dividend of transferors and transferees of any of those Shares.

 

22.3The provisions of this Article apply, mutatis mutandis, to bonuses, capitalisation issues, distributionsof realised capital profits or offers or grants made by the Company to the Members.

 

23Dividends

 

Source of dividends

 

23.1Dividends may be declared and paid out of any funds of the Company lawfully available for distribution.

 

23.2Subject to the requirements of the Act regarding the application of a company’s Share premium accountand with the sanction of an Ordinary Resolution, dividends may also be declared and paid out of any share premium account.

 

Declaration of dividends by Members

 

23.3Subject to the provisions of the Act, the Company may by Ordinary Resolution declare dividends in accordancewith the respective rights of the Members but no dividend shall exceed the amount recommended by the Directors.

 

Payment of interim dividends and declarationof final dividends by Directors

 

23.4The Directors may declare and pay interim dividends or recommend final dividends in accordance with therespective rights of the Members if it appears to them that they are justified by the financial position of the Company and that suchdividends may lawfully be paid.

 

23.5Subject to the provisions of the Act, in relation to the distinction between interim dividends and finaldividends, the following applies:

 

(a)Upon determination to pay a dividend or dividends described as interim by the Directors in the dividendresolution, no debt shall be created by the declaration until such time as payment is made.

 

(b)Upon declaration of a dividend or dividends described as final by the Directors in the dividend resolution,a debt shall be created immediately following the declaration, the due date to be the date the dividend is stated to be payable in theresolution.

 

If the resolution fails to specifywhether a dividend is final or interim, it shall be assumed to be interim.

 

43

 

23.6In relation to Shares carrying differing rights to dividends or rights to dividends at a fixed rate, thefollowing applies:

 

(a)If the share capital is divided into different classes, the Directors may pay dividends on Shares whichconfer deferred or non-preferred rights with regard to dividends as well as on Shares which confer preferential rights with regard todividends but no dividend shall be paid on Shares carrying deferred or non-preferred rights if, at the time of payment, any preferentialdividend is in arrears.

 

(b)The Directors may also pay, at intervals settled by them, any dividend payable at a fixed rate if it appearsto them that there are sufficient funds of the Company lawfully available for distribution to justify the payment.

 

(c)If the Directors act in good faith, they shall not incur any liability to the Members holding Shares conferringpreferred rights for any loss those Members may suffer by the lawful payment of the dividend on any Shares having deferred or non-preferredrights.

 

Apportionment of dividends

 

23.7Except as otherwise provided by the rights attached to Shares all dividends shall be declared and paidaccording to the amounts Paid Up on the Shares on which the dividend is paid. All dividends shall be apportioned and paid proportionatelyto the amount Paid Up on the Shares during the time or part of the time in respect of which the dividend is paid. But if a Share is issuedon terms providing that it shall rank for dividend as from a particular date, that Share shall rank for dividend accordingly.

 

Right of set off

 

23.8The Directors may deduct from a dividend or any other amount payable to a person in respect of a Shareany amount due by that person to the Company on a call or otherwise in relation to a Share.

 

Power to pay other than in cash

 

23.9If the Directors so determine, any resolution declaring a dividend may direct that it shall be satisfiedwholly or partly by the distribution of assets. If a difficulty arises in relation to the distribution, the Directors may settle thatdifficulty in any way they consider appropriate. For example, they may do any one or more of the following:

 

(a)issue fractional Shares;

 

(b)fix the value of assets for distribution and make cash payments to some Members on the footing of thevalue so fixed in order to adjust the rights of Members; and

 

(c)vest some assets in trustees.

 

44

 

How payments may be made

 

23.10A dividend or other monies payable on or in respect of a Share may be paid in any of the following ways:

 

(a)if the Member holding that Share or other person entitled to that Share nominates a bank account for thatpurpose - by wire transfer to that bank account; or

 

(b)by cheque or warrant sent by post to the registered address of the Member holding that Share or otherperson entitled to that Share.

 

23.11For the purposes of Article 23.10(a), the nomination may be in writing or in an Electronic Record andthe bank account nominated may be the bank account of another person. For the purposes of Article 23.10(b), subject to any applicablelaw or regulation, the cheque or warrant shall be made to the order of the Member holding that Share or other person entitled to the Shareor to his nominee, whether nominated in writing or in an Electronic Record, and payment of the cheque or warrant shall be a good dischargeto the Company.

 

23.12If two or more persons are registered as the holders of the Share or are jointly entitled to it by reasonof the death or bankruptcy of the registered holder (Joint Holders), a dividend (or other amount) payable on or in respect of thatShare may be paid as follows:

 

(a)to the registered address of the Joint Holder of the Share who is named first on the register of Membersor to the registered address of the deceased or bankrupt holder, as the case may be; or

 

(b)to the address or bank account of another person nominated by the Joint Holders, whether that nominationis in writing or in an Electronic Record.

 

23.13Any Joint Holder of a Share may give a valid receipt for a dividend (or other amount) payable in respectof that Share.

 

Dividends or other monies not to bear interestin absence of special rights

 

23.14Unless provided for by the rights attached to a Share, no dividend or other monies payable by the Companyin respect of a Share shall bear interest.

 

Dividends unable to be paid or unclaimed

 

23.15If a dividend cannot be paid to a Member or remains unclaimed within six weeks after it was declared orboth, the Directors may pay it into a separate account in the Company’s name. If a dividend is paid into a separate account, theCompany shall not be constituted trustee in respect of that account and the dividend shall remain a debt due to the Member.

 

23.16A dividend that remains unclaimed for a period of six years after it became due for payment shall be forfeitedto, and shall cease to remain owing by, the Company.

 

45

 

24Capitalisation of profits

 

Capitalisation of profits or of any sharepremium account or capital redemption reserve;

 

24.1The Directors may resolve to capitalise:

 

(a)any part of the Company’s profits not required for paying any preferential dividend (whether ornot those profits are available for distribution); or

 

(b)any sum standing to the credit of the Company’s share premium account or capital redemption reserve, ifany.

 

24.2The amount resolved to be capitalised must be appropriated to the Members who would have been entitledto it had it been distributed by way of dividend and in the same proportions. The benefit to each Member so entitled must be given ineither or both of the following ways::

 

(a)by paying up the amounts unpaid on that Member’s Shares;

 

(b)by issuing Fully Paid Up Shares, debentures or other securities of the Company to that Member or as thatMember directs. The Directors may resolve that any Shares issued to the Member in respect of Partly Paid Up Shares (Original Shares)rank for dividend only to the extent that the Original Shares rank for dividend while those Original Shares remain Partly Paid Up.

 

Applying an amount for the benefit of Members

 

24.3The amount capitalised must be applied to the benefit of Members in the proportions to which the Memberswould have been entitled to dividends if the amount capitalised had been distributed as a dividend.

 

24.4Subject to the Act, if a fraction of a Share, a debenture or other security is allocated to a Member,the Directors may issue a fractional certificate to that Member or pay him the cash equivalent of the fraction.

 

25Share Premium Account

 

Directors to maintain share premium account

 

25.1The Directors shall establish a share premium account in accordance with the Act. They shall carry tothe credit of that account from time to time an amount equal to the amount or value of the premium paid on the issue of any Share or capitalcontributed or such other amounts required by the Act.

 

Debits to share premium account

 

25.2The following amounts shall be debited to any share premium account:

 

(a)on the redemption or purchase of a Share, the difference between the nominal value of that Share and theredemption or purchase price; and

 

(b)any other amount paid out of a share premium account as permitted by the Act.

 

46

 

25.3Notwithstanding the preceding Article, on the redemption or purchase of a Share, the Directors may paythe difference between the nominal value of that Share and the redemption purchase price out of the profits of the Company or, as permittedby the Act, out of capital.

 

26Seal

 

Company seal

 

26.1The Company may have a seal if the Directors so determine.

 

Duplicate seal

 

26.2Subject to the provisions of the Act, the Company may also have a duplicate seal or seals for use in anyplace or places outside the Cayman Islands. Each duplicate seal shall be a facsimile of the original seal of the Company. However, ifthe Directors so determine, a duplicate seal shall have added on its face the name of the place where it is to be used.

 

When and how seal is to be used

 

26.3A seal may only be used by the authority of the Directors. Unless the Directors otherwise determine, adocument to which a seal is affixed must be signed in one of the following ways:

 

(a)by a Director (or his alternate) and the Secretary; or

 

(b)by a single Director (or his alternate).

 

If no seal is adopted or used

 

26.4If the Directors do not adopt a seal, or a seal is not used, a document may be executed in the followingmanner:

 

(a)by a Director (or his alternate) and the Secretary; or

 

(b)by a single Director (or his alternate); or

 

(c)in any other manner permitted by the Act.

 

Power to allow non-manual signatures andfacsimile printing of seal

 

26.5The Directors may determine that either or both of the following applies:

 

(a)that the seal or a duplicate seal need not be affixed manually but may be affixed by some other methodor system of reproduction;

 

(b)that a signature required by these Articles need not be manual but may be a mechanical or Electronic Signature.

 

47

 

Validity of execution

 

26.6If a document is duly executed and delivered by or on behalf of the Company, it shall not be regardedas invalid merely because, at the date of the delivery, the Secretary, or the Director, or other Officer or person who signed the documentor affixed the seal for and on behalf of the Company ceased to be the Secretary or hold that office and authority on behalf of the Company.

 

27Indemnity

 

27.1To the extent permitted by law, the Company shall indemnify each existing or former Director (includingalternate Director), Secretary and other Officer of the Company (including an investment adviser or an administrator or liquidator) andtheir personal representatives against:

 

(a)all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustainedby the existing or former Director (including alternate Director), Secretary or Officer in or about the conduct of the Company’s businessor affairs or in the execution or discharge of the existing or former Director’s (including alternate Director’s), Secretary’s orOfficer’s duties, powers, authorities or discretions; and

 

(b)without limitation to paragraph (a), all costs, expenses, losses or liabilities incurred by the existingor former Director (including alternate Director), Secretary or Officer in defending (whether successfully or otherwise) any civil, criminal,administrative or investigative proceedings (whether threatened, pending or completed) concerning the Company or its affairs in any courtor tribunal, whether in the Cayman Islands or elsewhere.

 

No such existing or former Director(including alternate Director), Secretary or Officer, however, shall be indemnified in respect of any matter arising out of his own dishonesty,fraud, wilful default or wilful neglect.

 

27.2To the extent permitted by Act, the Company may make a payment, or agree to make a payment, whether byway of advance, loan or otherwise, for any legal costs incurred by an existing or former Director (including alternate Director), Secretaryor Officer of the Company in respect of any matter identified in Article 27.1 on condition that the Director (including alternate Director),Secretary or Officer must repay the amount paid by the Company to the extent that it is ultimately found not liable to indemnify the Director(including alternate Director), Secretary or that Officer for those legal costs.

 

Release

 

27.3To the extent permitted by Act, the Company may by Ordinary Resolution release any existing or formerDirector (including alternate Director), Secretary or other Officer of the Company from liability for any loss or damage or right to compensationwhich may arise out of or in connection with the execution or discharge of the duties, powers, authorities or discretions of his office;but there may be no release from liability arising out of or in connection with that person’s own dishonesty, fraud, wilful defaultor wilful neglect.

 

48

 

Insurance

 

27.4To the extent permitted by Act, the Company may pay, or agree to pay, a premium in respect of a contractinsuring each of the following persons against risks determined by the Directors, other than liability arising out of that person’sown dishonesty, fraud, wilful default or wilful neglect:

 

(a)an existing or former Director (including alternate Director), Secretary or Officer or auditor of:

 

(i)the Company;

 

(ii)a company which is or was a subsidiary of the Company;

 

(iii)a company in which the Company has or had an interest (whether direct or indirect); and

 

(b)a trustee of an employee or retirement benefits scheme or other trust in which any of the persons referredto in paragraph (a) is or was interested.

 

28Notices

 

Form of notices

 

28.1Save where these Articles provide otherwise, and subject to the Designated Stock Exchange Rules, any noticeto be given to or by any person pursuant to these Articles shall be:

 

(a)in writing signed by or on behalf of the giver in the manner set out below for written notices; or

 

(b)subject to the next Article, in an Electronic Record signed by or on behalf of the giver by ElectronicSignature and authenticated in accordance with Articles about authentication of Electronic Records; or

 

(c)where these Articles expressly permit, by the Company by means of a website.

 

Electronic communications

 

28.2A notice may only be given to the Company in an Electronic Record if:

 

(a)the Directors so resolve or otherwise accept the notice; or

 

(b)any Director or Officer provides the giver of the notice an electronic address to which the notice maybe sent and a notice is sent to that address within a reasonable period of time.

 

28.3A notice may not be given by Electronic Record to a person other than the Company unless the recipienthas provided the giver of the notice with an Electronic address to which notice may be sent.

 

49

 

28.4Subject to the Act, the Designated Stock Exchange Rules and to any other rules which the Company is boundto follow, the Company may also send any notice or other document pursuant to these Articles to a Member by publishing that notice orother document on a website where:

 

(a)the Company and the Member have agreed to his having access to the notice or document on a website (insteadof it being sent to him);

 

(b)the notice or document is one to which that agreement applies;

 

(c)the Member is notified (in accordance with any requirements laid down by the Act and, in a manner forthe time being agreed between him and the Company for the purpose) of:

 

(i)the publication of the notice or document on a website;

 

(ii)the address of that website; and

 

(iii)the place on that website where the notice or document may be accessed, and how it may be accessed; and

 

(d)the notice or document is published on that website throughout the publication period, provided that,if the notice or document is published on that website for a part, but not all of, the publication period, the notice or document shallbe treated as being published throughout that period if the failure to publish that notice of document throughout that period is whollyattributable to circumstances which it would not be reasonable to have expected the Company to prevent or avoid. For the purposes of thisArticle 28.4 “publication period” means a period of not less than twenty-one days, beginning on the day on which the notificationreferred to in Article 28.4(c) is deemed sent.

 

Persons entitled to notices

 

28.5Any notice or other document to be given to a Member may be given by reference to the register of Membersas it stands at any time within the period of twenty-one days before the day that the notice is given or (where and as applicable) withinany other period permitted by, or in accordance with the requirements of, (to the extent applicable) the Designated Stock Exchange Rulesand/or the Designated Stock Exchanges. No change in the register of Members after that time shall invalidate the giving of such noticeor document or require the Company to give such item to any other person.

 

Persons authorised to give notices

 

28.6A notice by either the Company or a Member pursuant to these Articles may be given on behalf of the Companyor a Member by a Director or company secretary of the Company or a Member.

 

50

 

Delivery of written notices

 

28.7Save where these Articles provide otherwise, a notice in writing may be given personally to the recipient,or left at (as appropriate) the Member’s or Director’s registered address or the Company’s registered office, or postedto that registered address or registered office.

 

Joint holders

 

28.8Where Members are joint holders of a Share, all notices shall be given to the Member whose name firstappears in the register of Members.

 

Signatures

 

28.9A written notice shall be signed when it is autographed by or on behalf of the giver, or is marked insuch a way as to indicate its execution or adoption by the giver.

 

28.10An Electronic Record may be signed by an Electronic Signature.

 

Evidence of transmission

 

28.11A notice given by Electronic Record shall be deemed sent if an Electronic Record is kept demonstratingthe time, date and content of the transmission, and if no notification of failure to transmit is received by the giver.

 

28.12A notice given in writing shall be deemed sent if the giver can provide proof that the envelope containingthe notice was properly addressed, pre-paid and posted, or that the written notice was otherwise properly transmitted to the recipient.

 

28.13A Member present, either in person or by proxy, at any meeting of the Company or of the holders of anyclass of Shares shall be deemed to have received due notice of the meeting and, where requisite, of the purposes for which it was called.

 

Giving notice to a deceased or bankrupt Member

 

28.14A notice may be given by the Company to the persons entitled to a Share in consequence of the death orbankruptcy of a Member by sending or delivering it, in any manner authorised by these Articles for the giving of notice to a Member, addressedto them by name, or by the title of representatives of the deceased, or trustee of the bankrupt or by any like description, at the address,if any, supplied for that purpose by the persons claiming to be so entitled.

 

28.15Until such an address has been supplied, a notice may be given in any manner in which it might have beengiven if the death or bankruptcy had not occurred.

 

51

 

Date of giving notices

 

28.16A notice is given on the date identified in the following table

 

Method for giving notices

 When taken to be given
(A) Personally At the time and date of delivery
(B) By leaving it at the Member’s registered address At the time and date it was left
(C) By posting it by prepaid post to the street or postal address of that recipient 48 hours after the date it was posted
(D) By Electronic Record (other than publication on a website), to recipient’s Electronic address 48 hours after the date it was sent
(E) By publication on a website 24 hours after the date on which the Member is deemed to have been notified of the publication of the notice or document on the website

 

Saving provision

 

28.17None of the preceding notice provisions shall derogate from the Articles about the delivery of writtenresolutions of Directors and written resolutions of Members.

 

29Authentication of Electronic Records

 

Application of Articles

 

29.1Without limitation to any other provision of these Articles, any notice, written resolution or other documentunder these Articles that is sent by Electronic means by a Member, or by the Secretary, or by a Director or other Officer of the Company,shall be deemed to be authentic if either Article 29.2 or Article 29.4 applies.

 

Authentication of documents sent by Membersby Electronic means

 

29.2An Electronic Record of a notice, written resolution or other document sent by Electronic means by oron behalf of one or more Members shall be deemed to be authentic if the following conditions are satisfied:

 

(a)the Member or each Member, as the case may be, signed the original document, and for this purpose OriginalDocument includes several documents in like form signed by one or more of those Members; and

 

(b)the Electronic Record of the Original Document was sent by Electronic means by, or at the direction of,that Member to an address specified in accordance with these Articles for the purpose for which it was sent; and

 

(c)Article 29.7 does not apply.

 

29.3For example, where a sole Member signs a resolution and sends the Electronic Record of the original resolution,or causes it to be sent, by facsimile transmission to the address in these Articles specified for that purpose, the facsimile copy shallbe deemed to be the written resolution of that Member unless Article 29.7 applies.

 

52

 

Authentication of document sent by the Secretaryor Officers of the Company by Electronic means

 

29.4An Electronic Record of a notice, written resolution or other document sent by or on behalf of the Secretaryor an Officer or Officers of the Company shall be deemed to be authentic if the following conditions are satisfied:

 

(a)the Secretary or the Officer or each Officer, as the case may be, signed the original document, and forthis purpose Original Document includes several documents in like form signed by the Secretary or one or more of those Officers;and

 

(b)the Electronic Record of the Original Document was sent by Electronic means by, or at the direction of,the Secretary or that Officer to an address specified in accordance with these Articles for the purpose for which it was sent; and

 

(c)Article 29.7 does not apply.

 

This Article 29.4 applies whetherthe document is sent by or on behalf of the Secretary or Officer in his own right or as a representative of the Company.

 

29.5For example, where a sole Director signs a resolution and scans the resolution, or causes it to be scanned,as a PDF version which is attached to an email sent to the address in these Articles specified for that purpose, the PDF version shallbe deemed to be the written resolution of that Director unless Article 29.7 applies.

 

Manner of signing

 

29.6For the purposes of these Articles about the authentication of Electronic Records, a document will betaken to be signed if it is signed manually or in any other manner permitted by these Articles.

 

Saving provision

 

29.7A notice, written resolution or other document under these Articles will not be deemed to be authenticif the recipient, acting reasonably:

 

(a)believes that the signature of the signatory has been altered after the signatory had signed the originaldocument; or

 

(b)believes that the original document, or the Electronic Record of it, was altered, without the approvalof the signatory, after the signatory signed the original document; or

 

(c)otherwise doubts the authenticity of the Electronic Record of the document

 

and the recipient promptly gives noticeto the sender setting the grounds of its objection. If the recipient invokes this Article, the sender may seek to establish the authenticityof the Electronic Record in any way the sender thinks fit.

 

53

 

30Transfer by way of continuation

 

30.1The Company may, by Special Resolution, resolve to be registered by way of continuation in a jurisdictionoutside:

 

(a)the Cayman Islands; or

 

(b)such other jurisdiction in which it is, for the time being, incorporated, registered or existing.

 

30.2To give effect to any resolution made pursuant to the preceding Article, the Directors may cause the following:

 

(a)an application be made to the Registrar of Companies of the Cayman Islands to deregister the Company inthe Cayman Islands or in the other jurisdiction in which it is for the time being incorporated, registered or existing; and

 

(b)all such further steps as they consider appropriate to be taken to effect the transfer by way of continuationof the Company.

 

31Winding up

 

Distribution of assets in specie

 

31.1If the Company is wound up the Members may, subject to these Articles and any other sanction requiredby the Act, pass a Special Resolution allowing the liquidator to do either or both of the following:

 

(a)to divide in specie among the Members the whole or any part of the assets of the Company and, for thatpurpose, to value any assets and to determine how the division shall be carried out as between the Members or different classes of Members;and/or

 

(b)to vest the whole or any part of the assets in trustees for the benefit of Members and those liable tocontribute to the winding up.

 

No obligation to accept liability

 

31.2No Member shall be compelled to accept any assets if an obligation attaches to them.

 

31.3The Directors are authorised to present a winding up petition

 

31.4The Directors have the authority to present a petition for the winding up of the Company to the GrandCourt of the Cayman Islands on behalf of the Company without the sanction of a resolution passed at a general meeting.

 

32Amendment of Memorandum and Articles

 

Power to change name or amend Memorandum

 

32.1Subject to the Act, the Company may, by Special Resolution:

 

(a)change its name; or

 

(b)change the provisions of its Memorandum with respect to its objects, powers or any other matter specifiedin the Memorandum.

 

Power to amend these Articles

 

32.2Subject to the Act and as provided in these Articles, the Company may, by Special Resolution, amend theseArticles in whole or in part.

 

54

Exhibit 99.3

 

Skycorp Solar Group Limited

Registered Company No 386421

 

FORMOF PROXY FOR Extraordinary General Meeting

 

Proxies

 

A member entitled to attend and vote at the meetingmay appoint a proxy.

 

A blank proxy form is attached. This form is asample proxy form only. Please follow the instructions on the voting document that was provided to you for information on how to voteyour proxy. Please consider carefully the conditions attaching to appointment of a proxy.

 

Please see the conditions attaching to the appointmentof a proxy for the time of such delivery.

 

Proxy instructions

 

What happens if you do not follow these instructions?

 

1If you do not follow these instructions, any instrument you make appointinga proxy will be invalid.

 

Eligible members

 

If you area member entitled to attend and vote at this meeting of the Company, you may appoint a proxy to vote on your behalf. Only registered shareholderswhose names are on the register of members of the Company as at the close of business on 7 July 2025, being the Record Date, are entitledto attend and vote at the meeting of the Company.

 

A proxy neednot be a member of the Company.

 

A proxy shallhave the same voting rights at a meeting or adjourned meeting as the Member would have had except to the extent that the instrument appointinghim limits those rights.

 

If you complete a proxy form, can you stillattend and vote at the meeting?

 

Completionof the proxy form does not preclude a member from subsequently attending and voting at the meeting in person if he or she so wishes. Ifa Member votes on any resolution a vote by his proxy on the same resolution, unless in respect of different Shares, shall be invalid.

 

Multiple proxies

 

If you area member entitled to cast two or more votes at the meeting, you may appoint two proxies and may specify the proportion of votes each proxyis appointed to exercise. If no proportion or number is specified, each proxy is deemed to exercise half of your votes.

 

Joint shareholders

 

In the caseof jointly held shares, if more than one joint holder purports to appoint a proxy, only the appointment submitted by the most senior holderwill be accepted. For this purpose, seniority will be determined by the order in which the names of the joint holders appear in the registerof members (the first-named being the most senior).

 

If a poll isto take place within 24 hours after it has been demanded then, in addition to the ways specified in the preceding paragraph, the documentsmay be delivered to the chairperson or to the Company secretary or to any director at the meeting at which the poll was demanded.

 

TO VOTE ONLINE: www.Transhare.com clickon Vote Your Proxy 

 

Enter Your Control Number:

 

TO VOTE BY EMAIL: Pleaseemail your signed proxy card to Proxy@Transhare.com

 

TO VOTE BY FAX: Pleasefax this proxy card to 1.727. 269.5616 

 

TO VOTE BY MAIL: Pleasesign, date and mail to:

 

Proxy Team 

Transhare Corporation 

17755 US Highway 19 N 

Suite 140 

Clearwater FL 33764

 

 

 

 

Skycorp Solar Group Limited

Registered Company No 386421

(the Company)

 

Proxy Form

 

I/We ……………………………………………………………………………………
   
of ……………………………………………………………………………………

 

being a member/members of the Company and theholder/holders of

 

…………………………………………………………..….(number and class of shares)

 

appoint as my/our proxy, …………………………………………………………..….of

 

 ………………………………………………………………………………………………………………

 

at the extraordinary general meeting of the Companyto be held at Room 303, Block B, No.188 Jinghua Road, Yinzhou District, Ningbo City, Zhejiang Province, China 315048 on August 11, 2025at 9:00 a.m. (local time).

 

Please indicate with a tick mark in the spacesopposite to the resolution how you wish the proxy to vote on your behalf. In the absence of any such indication, the proxy may vote foror against the resolutions or may abstain at his/her discretion.

 

2 

 

 

PROPOSAL 1 - SHARE CAPITAL REORGANISATION PROPOSAL

 

RESOLVED, as an ordinary resolution that, the Company increases, amends and reclassifies its authorised share capital with immediate effect by undertaking the following steps:

 

(a)          increasethe number of shares which it is authorised to issue from 500,000,000 to 1,000,000,000 ordinary shares of par value US$0.0001 each (theAuthorised Share Capital Increase);

 

(b)         following the Authorised Share Capital Increase, 750,000,000 of the authorised ordinary shares of par value of US$0.0001 each (including all of the existing issued ordinary shares) in the Company will be re-designated and re-classified as 750,000,000 class A ordinary shares of par value US$0.0001 each (the Class A Ordinary Shares), where the rights of the existing ordinary shares shall be the same as the Class A Ordinary Shares;

 

(c)         110,000,000 authorised but unissued ordinary shares of par value of US$0.0001 each in the Company will be cancelled and a new class of shares comprising of 110,000,000 class B ordinary shares of par value US$0.0001 each (the Class B Ordinary Shares), which will be entitled to thirty-five (35) votes per share, will be created; and

 

(d)         140,000,000 authorised but unissued ordinary shares of par value of US$0.0001 each in the Company will be cancelled and a new series of shares comprising of 140,000,000 preferred shares of par value US$0.0001 each (the “Preferred Shares”), will be created,

 

such that the authorised share capital of the Company shall become US$100,000 divided into (a) 750,000,000 class A ordinary shares of a par value of US$0.0001 each, (b) 110,000,000 class B ordinary shares of a par value of US$0.0001 each and (c) 140,000,000 Preferred Shares of a par value of US$0.0001 each (the Share Capital Reorganisation).

  

For

 

☐

  

Against

 

☐

  

Abstain

 

☐

 

3 

 

 

PROPOSAL 2 – CHARTER AMENDMENT PROPOSAL

 

RESOLVED, as a special resolution that, subject to the Share Capital Reorganisation taking effect, the fourth amended and restated memorandum and articles of association of the Company, the form of which is attached to the notice of extraordinary general meeting dated July 11, 2025 as the Appendix thereto (the Fourth Restated MAA), be adopted in its entirety and in substitution for and to the exclusion of the existing memorandum and articles of association of the Company with effect from the date of the special resolution adopting the same.

  

For

 

☐

  

Against

 

☐

  

Abstain

 

☐

             

PROPOSAL 3 – SHARE REPURCHASE AND ISSUANCE PROPOSAL

 

RESOLVED, as a special resolution that, subject to the Share Capital Reorganisation and the Second Restated MAA taking effect, the Company repurchase 13,025,000 Class A Ordinary Shares held by Skyline Tech Limited (Skyline), all of which are fully paid shares, in consideration of and out of the proceeds of the Company's new issuance of 13,025,000 Class B Ordinary Shares to Skyline (collectively, the Share Repurchase and Issue), such that, as a result of the Share Repurchase and Issue, Skyline would control 97.0% of the votes of the Company.

  

For

 

☐

  

Against

 

☐

  

Abstain

 

☐

 

Dated _________________

 

Executed by:

 

………………………...............

Signature of shareholder

 

Name of Authorized Officer/Attorney: ________________________3

 

1Full name(s) and address(es) to be inserted in block letters.
2Insert name and address of the desired proxy in the spaces provided.If you wish to appoint the chairperson, write “The chairperson” without inserting an address.
3To be completed if the shareholder is a corporation –please insert name of authorized officer/attorney signing on behalf of the corporate shareholder.

 

4