UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

 

FORM6-K

 

REPORTOF FOREIGN PRIVATE ISSUER

PURSUANTTO RULE 13a-16 OR 15d-16

UNDERTHE SECURITIES EXCHANGE ACT OF 1934

 

Forthe month of August 2025

 

CommissionFile Number: 001-42442

 

YOUXINTECHNOLOGY LTD

 

Room1005, 1006, 1007, No. 122 Huangpu Avenue West,

TianheDistrict, Guangzhou, Guangdong Province

People’sRepublic of China

Tel:+86 13631357745

(Addressof principal executive offices)

 

Indicateby check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

 

Form20-F ☒ Form 40-F ☐

 

 

 

 

 

 

ExplanatoryNote:

 

Inconnection with its extraordinary shareholder meeting to be held on August 25, 2025 at 9:00 A.M., Beijing Time (or August 24, 2025 at9:00 P.M., Eastern Time) (the “Meeting”), Youxin Technology Ltd (the “Company”) hereby furnishesthe notice and proxy statement of the Meetingand the form of proxy card, as Exhibits 99.1 and 99.2 hereto, respectively.

 

Exhibit Number   Description of Exhibit
99.1   Notice and Proxy Statement of Extraordinary Shareholder Meeting for August 25, 2025
99.2   Proxy Card

 

 

 

 

SIGNATURES

 

Pursuantto the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf bythe undersigned, thereunto duly authorized.

 

  Youxin Technology Ltd
     
Date: On August 1, 2025 By: /s/ Shaozhang Lin
  Name: Mr. Shaozhang Lin
  Title: Chief Executive Officer

 

 

 

 

Exhibit99.1

 

YOUXINTECHNOLOGY LTD

(incorporatedin the Cayman Islands with limited liability)

 

(NASDAQ:YAAS)

 

ROOM1005, 1006, 1007, NO. 122, HUANGPU AVENUE WEST, TIANHE DISTRICT

GUANGZHOU,GUANGDONG PROVINCE, 510000

PEOPLE’SREPUBLIC OF CHINA

 

NOTICEAND PROXY STATEMENT OF

EXTRAORDINARYGENERAL MEETING OF SHAREHOLDERS

  

NOTICEis hereby given that an Extraordinary General Meeting of shareholders (the “Meeting”) of Youxin Technology Ltd (the“Company”) will be held on August 25, 2025 at 9:00 A.M., Beijing Time, in a hybrid-meeting format. In-person participantswill be able to attend the Meeting at Room 1005, 1006, 1007, No. 122, Huangpu Avenue West, Tianhe District, Guangzhou, Guangdong Province,510000, People’s Republic of China. Remote participants will be able to attend the Meeting at http://bit.ly/4mHWzMn. TheMeeting will be convened for the purpose of considering and, if thought fit, passing the following resolutions:

 

  1

ITIS RESOLVED AS AN ORDINARY RESOLUTION THAT 

 

    a)

conditionalupon the approval of the board of directors of the Company (the “Board”): 

 

    i.

all the issued and outstanding and authorized and unissued class A ordinary shares of the Company (the “Class A Ordinary Shares”) in the authorized share capital of the Company be consolidated, at any one time or multiple times during a period of up to two years of the date of the Extraordinary General Meeting of shareholders of the Company held on August 25, 2025 or any adjournment thereof (the “Meeting”), at the exact consolidation ratio and effective time as the Board may determine from time to time in its absolute discretion provided that the accumulative consolidation ratio for all such share consolidation(s) (altogether, the “Share Consolidations” and each, a “Share Consolidation”) shall not be more than 1:4,000; and 

       
    ii. no fractional Class A Ordinary Shares be issued in connection with each of the Share Consolidations; if a shareholder is entitled to receive a fractional Class A Ordinary Share upon a Share Consolidation, the total number of Class A Ordinary Shares to be received by such shareholder be rounded up to the next whole Class A Ordinary Share.

 

    b) the Board be authorized, at its absolute and sole discretion, to either (i) implement one or more Share Consolidations, and determine the exact consolidation ratio and effective date of such Share Consolidation during a period of two years of the date of the Meeting; or (ii) elect not to implement any Share Consolidation during a period of two years of the date of the Meeting.
       
    c)

ifand when deemed advisable by the Board in its sole discretion, any director or officer of the company be authorized, for and on behalfof the company, to do all such other acts and things and execute all such documents necessary or desirable to implement Share Consolidation(s). 

 

  2 IT IS RESOLVED AS A SPECIAL RESOLUTION THAT, the existing second amended and restated memorandum and articles of association of the Company (the “Current M&A”) be amended and restated by the deletion of the Current M&A in their entirety and their substitution in their place of the Third Amended and Restated Memorandum and Articles of Association in the form as set forth in Annex A to the notice of the Meeting with immediate effect.
  3 IT IS RESOLVED AS A SPECIAL RESOLUTION THAT, conditional upon the approval of the exact consolidation ratio and the effective date of a Share Consolidation by the Board, the adoption of an amended and restated memorandum of association in substitution for, and to the exclusion of, the Company’s then existing memorandum of association, to reflect such Share Consolidation upon its relevant effective date as and when determined by the Board, be and is hereby approved.

 

Theforegoing items of business are described in the proxy statement accompanying this notice. The Board of Directors unanimously recommendsthat the shareholders vote “FOR” for all the items.

 

TheBoard intend that, if a quorum is not present within fifteen minutes from the time appointed for the meeting to commence, the meetingshall stand adjourned and the directors shall resolve to reconvene at the same time seven days hence at the same place, or to such othertime or place as is determined by the directors, at which reconvened meeting, if a quorum is not present within fifteen minutes fromthe time appointed for the meeting to commence, the members present shall be a quorum (all in accordance with Article 11.2 of the Articlesof Association of the Company).

 

TheBoard of Directors has fixed the close of business on June 20, 2025 as the record date (the “Record Date”) for determiningthe shareholders entitled to receive notice of and to vote at the Meeting or any adjournment thereof. Only holders of Class A ordinaryshares and Class B ordinary shares of the Company on the Record Date are entitled to receive notice of and to vote at the Meeting orany adjournment thereof.

 

Amember entitled to attend and vote at the meeting convened by this notice is entitled to appoint a proxy to attend and vote in his place.A proxy need not be a member of the Company.

 

Shareholdersmay obtain a copy of the proxy materials from the Company’s website at https://ir.youxin.cloud/. The notice of the Meeting,this proxy statement, and the proxy card will be sent or made available to shareholders on or about August 1, 2025.

 

  Dated this August 1, 2025
   
  By Order of the Board
   
  /s/ Jinhou Sun
  Jinhou Sun
  Chairman of the Board of Directors

 

 

 

 

ANNEXA

 

CompaniesAct (Revised)

 

CompanyLimited by Shares

 

YouxinTechnology Ltd

 

 

 

THIRDAMENDED AND RESTATED

 

articlesof association

 

(adoptedby special resolution passed on [Date])

 

 

 

 

 

 

 

Contents

 

1 Definitions, interpretation and exclusion of Table A 7
Definitions 7
Interpretation 11
Exclusion of Table A Articles 12
2 Shares 12
Power to issue Shares and options, with or without special rights 12
Power to pay commissions and brokerage fees 13
Trusts not recognised 13
Security interests 13
Rights of Shares 13
Power to vary class rights 15
Effect of new Share issue on existing class rights 16
No bearer Shares or warrants 16
Treasury Shares 16
Rights attaching to Treasury Shares and related matters 16
Register of Members 17
Annual Return 17
3 Share certificates 17
Issue of share certificates 17
Renewal of lost or damaged share certificates 18
4 Lien on Shares 18
Nature and scope of lien 18
Company may sell Shares to satisfy lien 19
Authority to execute instrument of transfer 19
Consequences of sale of Shares to satisfy lien 19
Application of proceeds of sale 20
5 Calls on Shares and forfeiture 20
Power to make calls and effect of calls 20
Time when call made 20
Liability of joint holders 20
Interest on unpaid calls 21
Deemed calls 21
Power to accept early payment 21
Power to make different arrangements at time of issue of Shares 21
Notice of default 21
Forfeiture or surrender of Shares 22
Disposal of forfeited or surrendered Share and power to cancel forfeiture or surrender 22
Effect of forfeiture or surrender on former Member 22
Evidence of forfeiture or surrender 23
Sale of forfeited or surrendered Shares 23

 

2

 

 

6 Transfer of Shares 23
Form of Transfer 23
Power to refuse registration for Shares not listed on a Designated Stock Exchange 24
Suspension of transfers 24
Company may retain instrument of transfer 24
Notice of refusal to register 24
7 Transmission of Shares 24
Persons entitled on death of a Member 24
Registration of transfer of a Share following death or bankruptcy 25
Indemnity 25
Rights of person entitled to a Share following death or bankruptcy 25
8 Alteration of capital 26
Increasing, consolidating, converting, dividing and cancelling share capital 26
Dealing with fractions resulting from consolidation of Shares 26
Reducing share capital 27
9 Redemption and purchase of own Shares 27
Power to issue redeemable Shares and to purchase own Shares 27
Power to pay for redemption or purchase in cash or in specie 27
Effect of redemption or purchase of a Share 28
10 Meetings of Members 28
Annual and extraordinary general meetings 28
Power to call meetings 28
Content of notice 29
Period of notice 29
Persons entitled to receive notice 30
Accidental omission to give notice or non-receipt of notice 30
11 Proceedings at meetings of Members 30
Quorum 30
Lack of quorum 31
Chairman 31
Right of a Director to attend and speak 31
Accommodation of Members at Virtual Meeting 31
Security 32
Adjournment, postponement and cancellation 32
Method of voting 33
Taking of a poll 33
Chairman’s casting vote 33
Written resolutions 33
Sole-Member Company 34
12 Voting rights of Members 34
Right to vote 34
Rights of joint holders 35
Representation of corporate Members 35

 

3

 

 

Member with mental disorder 36
Objections to admissibility of votes 36
Form of proxy 36
How and when proxy is to be delivered 37
Voting by proxy 38
13 Number of Directors 38
14 Appointment, disqualification and removal of Directors 38
First Directors 38
No age limit 38
Corporate Directors 39
No shareholding qualification 39
Appointment of Directors 39
Board’s power to appoint Directors 39
Removal of Directors 39
Resignation of Directors 40
Termination of the office of Director 40
15 Alternate Directors 40
Appointment and removal 40
Notices 41
Rights of alternate Director 41
Appointment ceases when the appointor ceases to be a Director 41
Status of alternate Director 42
Status of the Director making the appointment 42
16 Powers of Directors 42
Powers of Directors 42
Directors below the minimum number 42
Appointments to office 43
Provisions for employees 43
Exercise of voting rights 43
Remuneration 44
Disclosure of information 44
17 Delegation of powers 44
Power to delegate any of the Directors’ powers to a committee 44
Local boards 45
Power to appoint an agent of the Company 46
Power to appoint an attorney or authorised signatory of the Company 46
Borrowing Powers 46
Corporate Governance 47
18 Meetings of Directors 47
Regulation of Directors’ meetings 47
Calling meetings 47
Notice of meetings 47

 

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Use of technology 47
Quorum 47
Chairman or deputy to preside 47
Voting 48
Recording of dissent 48
Written resolutions 48
Validity of acts of Directors in spite of formal defect 48
19 Permissible Directors’ interests and disclosure 49
20 Minutes 50
21 Accounts and audit 51
Auditors 51
22 Record dates 51
23 Dividends 52
Source of dividends 52
Declaration of dividends by Members 52
Payment of interim dividends and declaration of final dividends by Directors 52
Apportionment of dividends 53
Right of set off 53
Power to pay other than in cash 53
How payments may be made 53
Dividends or other monies not to bear interest in absence of special rights 54
Dividends unable to be paid or unclaimed 54
24 Capitalisation of profits 54
Capitalisation of profits or of any share premium account or capital redemption reserve; 54
Applying an amount for the benefit of Members 55
25 Share Premium Account 55
Directors to maintain share premium account 55
Debits to share premium account 55
26 Seal 56
Company seal 56
Duplicate seal 56
When and how seal is to be used 56
If no seal is adopted or used 56
Power to allow non-manual signatures and facsimile printing of seal 56
Validity of execution 56
27 Indemnity 57
Release 57
Insurance 58
28 Notices 58
Form of notices 58

 

5

 

 

Electronic communications 58
Persons entitled to notices 59
Persons authorised to give notices 59
Delivery of written notices 59
Joint holders 59
Signatures 59
Giving notice to a deceased or bankrupt Member 60
Date of giving notices 60
Saving provision 60
29 Authentication of Electronic Records 61
Application of Articles 61
Authentication of documents sent by Members by Electronic means 61
Authentication of document sent by the Secretary or Officers of the Company by Electronic means 61
Manner of signing 62
Saving provision 62
30 Transfer by way of continuation 62
31 Winding up 63
Distribution of assets in specie 63
No obligation to accept liability 63
32 Amendment of Memorandum and Articles 63
Power to change name or amend Memorandum 63
Power to amend these Articles 63

 

6

 

 

CompaniesAct (Revised)

 

CompanyLimited by Shares

 

ThirdAmended and Restated Articles of Association

 

of

 

YouxinTechnology Ltd

 

(adoptedby special resolution passed on [Date])

 

1 Definitions, interpretation and exclusion of Table A

 

Definitions

 

1.1 In these Articles, the following definitions apply:

 

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

 

Affiliatemeans in respect of a person or entity, any other person or entity that, directly or indirectly (including through one or more intermediaries),controls, is controlled by, or is under common control with, such person or entity, and (i) in the case of a natural person, shall include,without limitation, such person’s spouse, parents, children, siblings, mother-in-law and father-in-law, son-in-law, daughter-in-lawand brothers and sisters-in-law, a trust solely for the benefit of any of the foregoing, a company, partnership or entity wholly ownedby one or more of the foregoing, and (ii) in the case of an entity, shall include a partnership, a corporation or any natural personor entity which directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with,such entity. The term “control” in this definition shall mean the ownership, directly or indirectly, of securitiespossessing more than fifty percent (50%) of the voting power of the corporation, or the partnership or other entity (other than, in thecase of corporation, securities having such power only by reason of the happening of a contingency not within the reasonable controlof such partnership, corporation, natural person or entity), or having the power to control the management or elect a majority of membersto the board of directors or equivalent decision-making body of such corporation, partnership or other entity;

 

Articlesmeans, as appropriate:

 

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

 

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

 

andArticle refers to a particular article of these Articles;

 

Auditorsmeans the auditor or auditors for the time being of the Company;

 

7

 

 

Boardmeans the board of Directors from time to time;

 

BusinessDay means a day when banks in Grand Cayman, the Cayman Islands are open for the transaction of normal banking business and for theavoidance of doubt, shall not include a Saturday, Sunday or public holiday in the Cayman Islands;

 

CaymanIslands means the British Overseas Territory of the Cayman Islands;

 

ClassA Shares means the class A ordinary shares of the Company with a par value of USD0.0001 each, which have the rights set forth inthe Memorandum and these Articles;

 

ClassB Shares means the class B ordinary shares of the Company with a par value of USD0.0001 each, which have the rights set forth inthe Memorandum and these Articles;

 

ClassB Majority means the holders of a majority of the votes of the outstanding Class B Shares;

 

ClearDays, in relation to a period of notice, means that period excluding:

 

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

 

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

 

Commissionmeans Securities and Exchange Commission of the United States of America or other federal agency for the time being administering theU.S. Securities Act;

 

Companymeans the above-named company;

 

ConversionDate means in respect of a Conversion Notice means the day on which that Conversion Notice is delivered;

 

ConversionNotice means a written notice delivered to the Company at its office (and as otherwise stated therein) stating that a holder of ClassB Shares elects to convert the number of Class B Shares specified therein pursuant to Article 2.8(a);

 

ConversionNumber in relation to any Class B Shares, such number of Class A Shares as may, upon exercise of the Conversion Right, be issuedat the Conversion Rate;

 

ConversionRate in relation to the conversion of Class B Shares to Class A Shares means, at any time, on a 1:1 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 Shares in issue into a greater or lesser number of sharesoccurring after the original filing of the Articles without a proportionate and corresponding subdivision, combination or similar reclassificationor recapitalisation of the Class B Shares in issue;

 

8

 

 

ConversionRight in respect of a holder of Class B Shares, subject to the provisions of these Articles and to any applicable fiscal or otherlaws or regulations including the Act, to convert all or any of its Class B Shares into the Conversion Number of Class A Shares in itsdiscretion;

 

DefaultRate means ten per cent per annum;

 

DesignatedStock Exchanges means NASDAQ Stock Market in the United States of America for so long as any class of the Company’s Sharesare there listed and any other stock exchange on which any class of the Company’s Shares are listed for trading;

 

DesignatedStock Exchange Rules means the relevant code, rules and regulations, as amended, from time to time, applicable as a result of theoriginal and continued listing of any Shares on the Designated Stock Exchanges;

 

Directorsmeans the directors for the time being of the Company, and the expression Director shall be construed accordingly;

 

Electronichas the meaning given to that term in the Electronic Transactions Act (Revised) of the Cayman Islands;

 

ElectronicCommunication Facilities means video, video-conferencing, internet or online conferencing applications, telephone or tele-conferencingand/or any other video-communications, internet or online conferencing application or telecommunications facilities by means of whichall persons participating in a meeting are capable of hearing and being heard by each other;

 

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

 

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

 

FullyPaid Up means:

 

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

 

generalmeeting means a general meeting of the Company duly constituted in accordance with the Articles;

 

IndependentDirector means a Director who is an independent director as defined in the Designated Stock Exchange Rules as determined by the Board;

 

9

 

 

Membermeans any person or persons entered on the register of Members from time to time as the holder of a Share;

 

Memorandummeans the memorandum of association of the Company as amended from time to time;

 

monthmeans a calendar month;

 

Officermeans a person appointed to hold an office in the Company including a Director, alternate Director or liquidator and excluding the Secretary;

 

OrdinaryResolution means a resolution of a duly constituted general meeting of the Company passed by a simple majority of the votes castby, or on behalf of, the Members who (being entitled to do so) vote in person or by proxy or, in the case of corporations, by their dulyauthorised representatives, at that meeting. The expression also includes a written resolution signed by the requisite majority in accordancewith Article 11.14.

 

PartlyPaid Up means:

 

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

 

Secretarymeans a person appointed to perform the duties of the secretary of the Company, including a joint, assistant or deputy secretary;

 

Sharemeans a Class A Share or a Class B Share in the 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;

 

SpecialResolution means a resolution of a general meeting or a resolution of a meeting of the holders of any class of Shares in a classmeeting duly constituted in accordance with the Articles in each case passed by a majority of not less than two-thirds of the votes castby, or on behalf of, Members who (being entitled to do so) vote in person or by proxy at that meeting. The expression includes a unanimouswritten resolution signed by all of the Members entitled to vote at such meeting;

 

TreasuryShares means Shares held in treasury pursuant to the Act and Article 2.13;

 

10

 

 

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

 

VirtualMeeting means any general meeting of the Members at which the Members (and any other permitted participants of such meeting, includingwithout limitation the chairman of the meeting and any Directors) are permitted to attend and participate solely by means of ElectronicCommunication Facilities.

 

Interpretation

 

1.2 In 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 known by its short title, and includes:

 

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

 

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

 

Withoutlimitation to the preceding sentence, a reference to a revised Act of the Cayman Islands is taken to be a reference to the revision ofthat Act in force from time to time as amended from time to time.

 

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

 

  (c) If a day on which any act, matter or thing is to be done under these Articles is not a Business Day, the act, matter or thing must be done on the next Business Day.

 

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

 

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

 

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

 

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

 

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

 

11

 

 

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

 

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

 

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

 

Exclusionof Table A Articles

 

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

 

2 Shares

 

Powerto issue Shares and options, with or without special rights

 

2.1 Subject 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 over or otherwise deal with any unissued Shares to such persons, at such times and on such terms and conditions as they may decide, provided that no Class B Shares shall be issued without the prior consent of the Class B Majority (which consent may be obtained either by written consent signed by the Class B Majority or by a vote at a separate general meeting of the holders of the Class B Shares). No Share may be issued at a discount except in accordance with the provisions of the Act. Subject to the Act, the Company may issue fractions of a Share of any class. A fraction of a Share shall be 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.

 

2.2 Without 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.

 

12

 

 

2.3 Without limitation to the two preceding Articles, the Directors may refuse to accept any application for Shares, and may accept any application in whole or in part, for any reason or for no reason.

 

Powerto pay commissions and brokerage fees

 

2.4 The 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,

 

forany Shares. That commission may be satisfied by the payment of cash or the allotment of Fully Paid Up or Partly Paid Up Shares or partlyin one way and partly in another.

 

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

 

Trustsnot recognised

 

2.6 Except as required by law:

 

  (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.

 

Securityinterests

 

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

 

Rightsof Shares

 

2.8 Subject to Article 2.1, the Memorandum and any special resolution of the Members to the contrary and without prejudice to any special rights conferred thereby on the holders of any other Shares or class of Shares, Class A Shares and Class B Shares 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 applicable thereto, including the Act, a holder of Class B Shares shall have the Conversion Right in respect of each Class B Share in its holding. For the avoidance of doubt, a holder of Class A Shares shall have no rights to convert Class A Shares into Class B Shares under any circumstances.

 

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  (ii) Each Class B Share shall be converted at the option of the holder, at any time after issuance and without the payment of any additional sum, into such Conversion Number of fully paid Class A Shares calculated at the Conversion Rate. Such conversion shall take effect on the Conversion Date. A Conversion Notice shall not be effective if it is not accompanied by the share certificates in respect of the relevant Class B Shares and/or such other evidence (if any) as the Directors may reasonably require to prove the title of the person exercising such right (or, if such certificates have been lost or destroyed, such evidence of title 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 Shares requesting conversion.

 

  (iii) On the Conversion Date, subject to the Act, any conversion of Class B Shares into Class A Shares pursuant to these Articles shall be effected by repurchasing the relevant Class B Shares and in consideration therefor issuing fully-paid Class A Shares in equal number with such rights and restrictions attached thereto and shall rank pari passu in all respects with the Class A Shares then in issue and the Company shall enter or procure the entry of the name of the relevant holder of converted Class B Shares as the holder of the corresponding number of Class A Shares resulting from the conversion of the Class B Shares in, and make any other necessary and consequential changes to, the register of Members and shall procure that certificates in respect of the relevant Class A Shares, together with a new certificate for any unconverted Class B Shares comprised in the certificate(s) surrendered by the holder of the Class B Shares, are issued to the holders thereof. Such conversion shall become effective forthwith upon entries being made in the Register of Members to record the conversion of the relevant Class B Shares into Class A Shares.

 

  (iv) Until such time as the Class B Shares have been converted into Class A Shares, the Company shall:

 

  (A) at all times keep available for issue and free of all liens, charges, options, mortgages, pledges, claims, equities, encumbrances and 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 Shares as would enable all Class B Shares to be converted into Class A Shares and any other rights of conversion into, subscription for or exchange into Class A Shares to be satisfied in full; and

 

  (B) not make any issue, grant or distribution or take any other action if the effect would be that on the conversion of the Class B Shares to Class A Shares it would be required to issue Class A Shares at a price lower than the par value thereof.

 

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  (b) Voting Rights:

 

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

 

  (ii) Each Class A Share shall be entitled to one (1) vote on all matters subject to the vote by Members.

 

  (iii) Each Class B Share shall be entitled to twenty (20) votes on all matters subject to the vote by Members.

 

  (c) Transfer

 

  (i) Upon any sale, transfer, assignment or disposition of Class B Shares by a holder thereof to any person or entity which is not an Affiliate of such holder, such Class B Shares validly transferred to the new holder shall be automatically and immediately converted into such Conversion Number of Class A Shares calculated based on the Conversion Rate.

 

  (ii) For the avoidance of doubt, (i) a sale, transfer, assignment or disposition shall be effective upon the Company’s registration of such sale, transfer, assignment or disposition in the Company’s register of Members; and (ii) the creation of any pledge, charge, encumbrance or other third party right of whatever description on any of Class B Shares to secure a holder’s contractual or legal obligations shall not be deemed as a sale, transfer, assignment or disposition unless and until any such pledge, charge, encumbrance or other third party right is enforced and results in the third party holding fee simple ownership interest to the related Class B Shares, in which case all the related Class B Shares shall be automatically converted into the same number of Class A Shares upon the Company’s registration of the third party or its designee as a Member holding that number of Class A Shares in the register of Members.

 

Powerto vary class rights

 

2.9 If the share capital is divided into different classes of Shares then, unless the terms on which a class of 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 to the variation; or

 

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

 

2.10 For the purpose of Article 2.9(b), all the provisions of these Articles relating to general meetings apply, mutatis mutandis, to every such separate meeting except that the necessary quorum shall be one or more persons holding, or representing by proxy, not less than one third of the issued Shares of the class.

 

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

 

Effectof new Share issue on existing class rights

 

2.12 Unless the terms on which a class of Shares was issued state otherwise, the rights conferred on the Member holding Shares of any class shall not be deemed to be varied by the creation or issue of further Shares ranking pari passu with the existing Shares of that class.

 

Nobearer Shares or warrants

 

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

 

TreasuryShares

 

2.14 Shares that the Company purchases, redeems or acquires by way of surrender in accordance with the Act shall 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.

 

Rightsattaching to Treasury Shares and related matters

 

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

 

2.16 The 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 respect of the Treasury Shares, and any purported exercise of such a right shall be void; and

 

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

 

2.17 Nothing in Article 2.16 prevents an allotment of Shares as Fully Paid Up bonus shares in respect of a Treasury Share and Shares allotted as Fully Paid Up bonus shares in respect of a Treasury Share shall be treated as Treasury Shares.

 

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

 

Registerof Members

 

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

 

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

 

AnnualReturn

 

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

 

3 Share certificates

 

Issueof share certificates

 

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

 

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

 

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  (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.

 

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

 

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

 

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

 

Renewalof lost or damaged share certificates

 

3.5 If 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,

 

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

 

4 Lien on Shares

 

Natureand scope of lien

 

4.1 The Company has a first and paramount lien on all Shares (whether Fully Paid Up or not) registered in the 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’s estate:

 

  (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.

 

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

 

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Companymay sell Shares to satisfy lien

 

4.3 The 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 consequence of 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 Clear Days after that notice is deemed to be given under these Articles,

 

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

 

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

 

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

 

Authorityto execute instrument of transfer

 

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

 

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

 

Consequencesof sale of Shares to satisfy lien

 

4.8 On 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 those Lien Default Shares; and

 

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

 

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

 

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Applicationof proceeds of sale

 

4.10 The net proceeds of the sale, after payment of the costs, shall be applied in payment of so much of the sum 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 certificate for cancellation

 

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

 

5 Calls on Shares and forfeiture

 

Powerto make calls and effect of calls

 

5.1 Subject to the terms of allotment, the Board may make calls on the Members in respect of any monies unpaid on 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 required by the notice.

 

5.2 Before receipt by the Company of any sum due under a call, that call may be revoked in whole or in part and 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 call in respect of all or any remaining instalments in whole or in part and may postpone payment of all or any of the remaining instalments in whole or in part.

 

5.3 A Member on whom a call is made shall remain liable for that call notwithstanding the subsequent transfer of 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 Member in respect of those Shares.

 

Timewhen call made

 

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

 

Liabilityof joint holders

 

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

 

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Intereston unpaid calls

 

5.6 If a call remains unpaid after it has become due and payable the person from whom it is due and payable shall 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.

 

TheDirectors may waive payment of the interest wholly or in part.

 

Deemedcalls

 

5.7 Any amount payable in respect of a Share, whether on allotment or on a fixed date or otherwise, shall be 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 had become due and payable by virtue of a call.

 

Powerto accept early payment

 

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

 

Powerto make different arrangements at time of issue of Shares

 

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

 

Noticeof default

 

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

 

  (a) the amount unpaid;

 

  (b) any interest which may have accrued;

 

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

 

5.11 The 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 will be liable to be forfeited.

 

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Forfeitureor surrender of Shares

 

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

 

Disposalof forfeited or surrendered Share and power to cancel forfeiture or surrender

 

5.13 A forfeited or surrendered Share may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the Board determine either to the former Member who held that Share or to any other person. The forfeiture or surrender may be cancelled on such terms as the Directors think fit at any time before a sale, re-allotment or other disposition. Where, for the purposes of its disposal, a forfeited or surrendered Share is to be transferred to any person, the Directors may authorise some person to execute an instrument of transfer of the Share to the transferee.

 

Effectof forfeiture or surrender on former Member

 

5.14 On forfeiture or surrender:

 

  (a) the name of the Member concerned shall be removed from the register of Members as the holder of those Shares 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 forfeited or surrendered Shares.

 

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

 

  (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.

 

TheDirectors, however, may waive payment wholly or in part.

 

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Evidenceof forfeiture or surrender

 

5.16 A declaration, whether statutory or under oath, made by a Director or the Secretary shall be conclusive evidence 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.

 

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

 

Saleof forfeited or surrendered Shares

 

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

 

6 Transfer of Shares

 

Formof Transfer

 

6.1 Subject to the following Articles about the transfer of Shares, and provided that such transfer complies with applicable rules of the Designated Stock Exchange, a Member may freely transfer Shares to another person by completing an instrument of transfer in a common form or in a form prescribed by the Designated Stock Exchange 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.

 

6.2 The transferor shall be deemed to remain the holder of a Share until the name of the transferee is entered into the Register of Members.

 

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Powerto refuse registration for Shares not listed on a Designated Stock Exchange

 

6.3 Where the Shares in question are not listed on or subject to the rules of any Designated Stock Exchange, registration of any transfer of shares must be approved by the Board, and the Directors may in their absolute discretion decline to register any transfer of such Shares which are not Fully Paid Up or on which the Company has a lien. The 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 the Shares to which it relates and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer;

 

  (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 transferred does 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.

 

Suspensionof transfers

 

6.4 The registration of transfers may, on 14 days’ notice being given by advertisement in such one or more newspapers or by electronic means, be suspended and the register of Members closed at such times and for such periods as the Directors may, in their absolute discretion, from time to time determine, provided always that such registration of transfer shall not be suspended nor the register of Members closed for more than 30 days in any year.

 

Companymay retain instrument of transfer

 

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

 

Noticeof refusal to register

 

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

 

7 Transmission of Shares

 

Personsentitled on death of a Member

 

7.1 If 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.

 

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

 

Registrationof transfer of a Share following death or bankruptcy

 

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

 

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

 

  (b) to transfer the Share to another person.

 

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

 

7.5 If 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.

 

7.6 If 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 of transfer.

 

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

 

Indemnity

 

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

 

Rightsof person entitled to a Share following death or bankruptcy

 

7.9 A person becoming entitled to a Share by reason of the death or bankruptcy of a Member shall have the rights to which he would be entitled if he were registered as the holder of the Share. But, until he is registered as Member in respect of 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 that class of Shares.

 

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8 Alteration of capital

 

Increasing,consolidating, converting, dividing and cancelling share capital

 

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

 

  (a) increase its share capital by new Shares of the amount fixed by that Ordinary Resolution and with the attached 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 existing Shares;

 

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

 

  (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 shall be 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 agreed to 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 Shares without nominal par value, diminish the number of Shares into which its capital is divided.

 

Dealingwith fractions resulting from consolidation of Shares

 

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

 

  (a) 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); and

 

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

 

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

 

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Reducingshare capital

 

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

 

9 Redemption and purchase of own Shares

 

Powerto issue redeemable Shares and to purchase own Shares

 

9.1 Subject to the Act and to any rights for the time being conferred on the Members holding a particular class 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 Member holding 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 rights attaching 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 of the Company on the terms and in the manner which the Directors determine at the time of such variation; and

 

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

 

TheCompany may make a payment in respect of the redemption or purchase of its own Shares in any manner authorised by the Act, includingout of any combination of the following: capital, its profits and the proceeds of a fresh issue of Shares.

 

Powerto pay for redemption or purchase in cash or in specie

 

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

 

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Effectof redemption or purchase of a Share

 

9.3 Upon 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 than the 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.

 

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

 

10 Meetings of Members

 

Annualand extraordinary general meetings

 

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

 

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

 

Powerto call meetings

 

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

 

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

 

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

 

10.6 The requisition must be in writing and given by one or more Members who together hold at least ten (10) per cent of the rights to vote at such general meeting.

 

10.7 The 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 obliged to 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.

 

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

 

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

 

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

 

Contentof notice

 

10.11 Notice 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 two or more places (including in any part virtually), the Electronic Communication Facilities that will be used to facilitate the meeting;

 

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

 

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

 

10.12 In 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 attend and vote instead of that Member; and

 

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

 

Periodof notice

 

10.13 At least ten (10) Clear Days’ notice of a general meeting must be given to Members.

 

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

 

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Personsentitled to receive notice

 

10.15 Subject to the provisions of these Articles and to any restrictions imposed on any Shares, the notice shall 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).

 

10.16 The Board may determine that the Members entitled to receive notice of a meeting are those persons entered on the register of Members at the close of business on a day determined by the Board.

 

Accidentalomission to give notice or non-receipt of notice

 

10.17 Proceedings 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.

 

10.18 In addition, where a notice of meeting is published on a website proceedings at the meeting shall not be 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 which the notice relates.

 

11 Proceedings at meetings of Members

 

Quorum

 

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

 

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

 

  (b) if the Company has more than one Member:

 

  (i) subject to Article 11.1(b)(ii) below, one or more Members holding Class B Shares carrying the right to vote at such general meeting; or

 

  (ii) for so long as any Shares are listed on a Designated Stock Exchange, one or more Members holding Shares that represent not less than one-third of the outstanding Shares carrying the right to vote at such general meeting.

 

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Lackof quorum

 

11.2 If a quorum is not present 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 to such other time or place as is determined by the Directors. If a quorum is not present within fifteen minutes of the time appointed for the adjourned meeting, then the Members present in person or by proxy shall constitute a quorum.

 

Chairman

 

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

 

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

 

Rightof a Director to attend and speak

 

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

 

Accommodationof Members at Virtual Meeting

 

11.6 A Member entitled to receive notice and attend a meeting will be deemed to be in attendance at such meeting despite 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 (whether by use of microphones, audio visual communications equipment or otherwise); and

 

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  (c) to be heard by all persons present in the same way.

 

Withoutlimiting the generality of the foregoing, the Directors may determine that any general meeting may be held as a Virtual Meeting.

 

Security

 

11.7 In addition to any measures which the Board may be required to take due to the location or venue of the meeting, the Board may make any arrangement and impose any restriction it considers appropriate and reasonable in the circumstances to ensure the security of a meeting including, without limitation, the searching of any person attending the meeting and the imposing of restrictions 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

 

11.8 A meeting may be:

 

  (a) postponed or cancelled prior to the meeting at the discretion of the Directors by written notice provided to all persons entitled to attend the meeting, unless the meeting was requisitioned by Member(s) or otherwise called by Member(s) pursuant to Article 10; or

 

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

 

Thechairman must adjourn the meeting if so directed by the Member(s) constituting a quorum at the meeting. No business, however, can betransacted at an adjourned or postponed meeting other than business which might properly have been transacted at the original meeting.

 

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

 

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Methodof voting

 

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

 

Takingof a poll

 

11.11 A poll shall be taken in such manner as the chairman directs. He may appoint scrutineers (who need not be 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 a Virtual Meeting or in more than one place, the chairman may appoint scrutineers virtually and in more than one place; but if he considers that the poll cannot be effectively monitored at that meeting, the chairman shall adjourn the holding of the poll to a date, place and time when that can occur.

 

Chairman’scasting vote

 

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

 

Writtenresolutions

 

11.13 Without limitation to section 60(1) of the Act, Members may pass a Special Resolution in writing without holding 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 were being 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.

 

Suchwritten resolution, which shall be as effective as if it had been passed at a meeting of the Members entitled to vote duly convened andheld, is passed when all such Members have so signified their agreement to the resolution.

 

11.14 Members may pass an Ordinary Resolution in writing without holding a meeting if the following conditions are 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 it is not to lapse, being a period of seven (7) 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

 

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  (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.

 

Suchwritten resolution, which shall be as effective as if it had been passed at a meeting of the Members entitled to vote duly convened andheld, is passed upon the later of these dates: (i) subject to the following Article, the date next immediately following the end of theperiod of three (3) days beginning with the date that notice of the resolution is first given and (ii) the date when the required majorityhave so signified their agreement to the resolution. However, the proposed written resolution lapses if it is not passed before the endof the period of seven (7) days beginning with the date that notice of it is first given.

 

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

 

11.16 The 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 have been entitled to cast at a meeting to consider the resolution, how many votes he wishes to cast in favour of the resolution and how many against the resolution or to be treated as abstentions. The result of any such written resolution shall be determined on the same basis as on a poll.

 

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

 

Sole-MemberCompany

 

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

 

12 Voting rights of Members

 

Rightto vote

 

12.1 Unless their Shares carry no right to vote, or unless a call or other amount presently payable has not been paid, all Members are entitled to vote at a general meeting, whether on a show of hands or on a poll, and all Members holding Shares of a particular class of Shares are entitled to vote at a meeting of the holders of that class of Shares. Each Class A Share shall be entitled to one (1) vote on all matters subject to vote at general meetings of the Company, and each Class B Share shall be entitled to twenty (20) votes on all matters subject to vote at general meetings of the Company. Unless otherwise required under the Act or by these Articles, holders of Class A Shares and Class B Shares shall at all times vote together as one class on all resolutions submitted to a vote by the Members.

 

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12.2 Members may vote in person or by proxy.

 

12.3 On a poll, each Class A Share shall be entitled to one (1) vote on all matters subject to vote at general meetings of the Company, and each Class B Share shall be entitled to twenty (20) votes on all matters subject to vote at general meetings of the Company. A fraction of a Class A Share shall entitle its holder to an equivalent fraction of one (1) vote, and a fraction of a Class B Share shall entitle its holder to an equivalent fraction of twenty (20) votes.

 

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

 

Rightsof joint holders

 

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

 

Representationof corporate Members

 

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

 

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

 

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

 

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

 

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

 

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

 

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Memberwith mental disorder

 

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

 

12.13 For the purpose of the preceding Article, evidence to the satisfaction of the Directors of the authority of the person claiming to exercise the right to vote must be received not less than 24 hours before holding the relevant meeting or the adjourned 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.

 

Objectionsto admissibility of votes

 

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

 

Formof proxy

 

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

 

12.16 The 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

 

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

 

Ifthe Directors so resolve, the Company may accept an Electronic Record of that instrument delivered in the manner specified below andotherwise satisfying the Articles about authentication of Electronic Records.

 

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

 

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

 

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

 

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Howand when proxy is to be delivered

 

12.20 Subject to the following Articles, the Directors may, in the notice convening any meeting or adjourned meeting, or in an instrument of proxy sent out by the Company, specify the manner by which the instrument appointing a proxy shall be deposited and the place and the time (being not later than the time appointed for the commencement of the meeting or adjourned meeting to which the proxy relates) at which the instrument appointing a proxy shall be deposited. In the absence of any such direction from the Directors in the notice convening any meeting or adjourned meeting or in an instrument of proxy sent out by the Company, the form of appointment of a proxy and any authority under which it is signed (or a copy of the authority certified notarially or in any other way approved by the Directors) must be delivered so that it is received by the Company before the time for holding the meeting or adjourned meeting at which 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 proxy sent 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, an Electronic Record of an appointment of a proxy must be sent to the address specified pursuant to those provisions unless another address for 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 at his discretion, direct that an instrument of proxy shall be deemed to have been duly deposited.

 

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

 

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

 

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12.23 The 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 return by 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 nominating as proxy in the alternative any one or more of the Directors or any other person. lf for the purpose of any meeting invitations to appoint as proxy a person or one of a number of persons specified in the invitations are issued at the Company’s expense, they shall be issued 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 omission to 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 entitled to attend and vote at a meeting shall not invalidate the proceedings at that meeting

 

Votingby proxy

 

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

 

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

 

13 Number of Directors

 

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

 

14 Appointment, disqualification and removal of Directors

 

FirstDirectors

 

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

 

Noage limit

 

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

 

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CorporateDirectors

 

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

 

Noshareholding qualification

 

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

 

Appointmentof Directors

 

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

 

14.6 A remaining Director may appoint a Director even though there is not a quorum of Directors.

 

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

 

14.8 For so long as any class of the Shares are listed on a Designated Stock Exchange, the Directors shall include at least such number of Independent Directors as applicable law, rules or regulations or the Designated Stock Exchange Rules require as determined by the Board.

 

Board’spower to appoint Directors

 

14.9 Without prejudice to the Company’s power to appoint a person to be a Director pursuant to these Articles, 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 or as an addition to the existing Board, subject to the total number of Directors not exceeding any maximum number fixed by or in accordance with these Articles.

 

14.10 An 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 specified period in a written agreement between the Company and the Director, if any; but no such term shall be implied in the absence of express provision. Each Director whose term of office expires shall be eligible for re-election at a meeting of the Members or re-appointment by the Board.

 

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Removalof Directors

 

14.11 A Director may be removed by Ordinary Resolution.

 

Resignationof Directors

 

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

 

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

 

Terminationof the office of Director

 

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

 

14.15 Without prejudice to the provisions in these Articles for retirement (by rotation or otherwise), a Director’s office 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 physically or 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 vacate office (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 period of six months.

 

15 Alternate Directors

 

Appointmentand removal

 

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

 

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

 

15.3 A notice of appointment or removal of an alternate Director shall be effective only if given to the Company by 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 that facsimile address a facsimile copy or, otherwise, by sending by facsimile transmission to the facsimile address of the Company’s registered office a facsimile copy (in either case, the facsimile copy being deemed to be the notice unless Article 29.7 applies), in which event notice 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 copy of the notice as a PDF attachment or, otherwise, by emailing to the email address provided by the Company’s registered office a scanned copy of the notice as a PDF attachment (in either case, the PDF version being deemed to be the notice unless Article 29.7 applies), in which 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 delivered in accordance with those provisions in writing.

 

Notices

 

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

 

Rightsof alternate Director

 

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

 

Appointmentceases when the appointor ceases to be a Director

 

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

 

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

 

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  (b) the Director who appointed him revokes his appointment by notice delivered to the Board or to the registered office 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 office as Director to be vacated.

 

Statusof alternate Director

 

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

 

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

 

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

 

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

 

Statusof the Director making the appointment

 

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

 

16 Powers of Directors

 

Powersof Directors

 

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

 

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

 

Directorsbelow the minimum number

 

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

 

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Appointmentsto office

 

16.4 The Directors may appoint a Director:

 

  (a) as chairman of the Board;

 

  (b) as managing Director;

 

  (c) to any other executive office,

 

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

 

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

 

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

 

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

 

16.8 Subject to the provisions of the Act, the Directors may also appoint and remove any person, who need not be a Director:

 

  (a) as Secretary; and

 

  (b) to any office that may be required

 

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

 

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

 

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

 

Provisionsfor employees

 

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

 

Exerciseof voting rights

 

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

 

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Remuneration

 

16.13 Every 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 business including attendance at Directors’ meetings.

 

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

 

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

 

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

 

Disclosureof information

 

16.17 The Directors may release or disclose to a third party any information regarding the affairs of the Company, including any information contained in the register of Members relating to a Member, (and they may authorise any Director, Officer or other authorised agent of the 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 jurisdiction to which the Company is subject; or

 

  (b) such disclosure is in compliance with the Designated Stock Exchange Rules (to the extent applicable); 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.

 

17 Delegation of powers

 

Powerto delegate any of the Directors’ powers to a committee

 

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

 

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

 

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

 

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

 

17.5 For so long as any class of the Shares are listed on a Designated Stock Exchange, the Board shall, if required by the Designated Stock Exchange Rules, establish an audit committee, a compensation committee and a nominating and corporate governance committee. Each of these committees shall be empowered to do all things necessary to exercise the rights of such committee set forth in these Articles. Each of the audit committee, compensation committee and nominating and corporate governance committee (if so established) shall consist of at least such number of Directors as may be required from time to time by the Designated Stock Exchange Rules. The majority of the committee members on each of the compensation committee and nominating and corporate governance committee shall be Independent Directors. The audit 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 otherwise required by applicable law, subject to any exemptions permitted under the Designated Stock Exchange Rules and other applicable laws.

 

Localboards

 

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

 

17.7 The 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 to act notwithstanding vacancies.

 

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

 

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Powerto appoint an agent of the Company

 

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

 

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

 

  (b) in any other manner they determine.

 

Powerto appoint an attorney or authorised signatory of the Company

 

17.10 The Directors may appoint any person, whether nominated directly or indirectly by the Directors, to be the 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

 

asthey think fit. The powers, authorities and discretions, however, must not exceed those vested in, or exercisable, by the Directors underthese Articles. The Directors may do so by power of attorney or any other manner they think fit.

 

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

 

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

 

BorrowingPowers

 

17.13 The Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and assets both present and future and uncalled capital, or any part thereof, and to issue debentures and other securities, 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.

 

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CorporateGovernance

 

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

 

18 Meetings of Directors

 

Regulationof Directors’ meetings

 

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

 

Callingmeetings

 

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

 

Noticeof meetings

 

18.3 Notice of a Board meeting may be given to a Director personally or by word of mouth or given in writing or 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.

 

Useof technology

 

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

 

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

 

Quorum

 

18.6 The quorum for the transaction of business at a meeting of Directors shall be two (except that if the Board is comprised of a single Director only, then the quorum shall be one) unless the Directors fix some other number.

 

Chairmanor deputy to preside

 

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

 

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

 

Voting

 

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

 

Recordingof dissent

 

18.10 A Director present at a meeting of Directors shall be presumed to have assented to any action taken at that 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.

 

ADirector who votes in favour of an action is not entitled to record his dissent to it.

 

Writtenresolutions

 

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

 

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

 

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

 

18.14 A resolution in writing passed pursuant to Article 18.11, Article 18.12 and/or Article 18.13 shall be as 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 passed on 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).

 

Validityof acts of Directors in spite of formal defect

 

18.15 All acts done by a meeting of the Board, or of a committee of the Board, or by any person acting as a Director or an alternate Director, shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any Director or alternate Director or member of the committee, or that any of them were disqualified or had vacated office or were not entitled to vote, be as valid as if every such person had been duly appointed and qualified and had continued to be a Director or alternate Director and had been entitled to vote.

 

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19 Permissible Directors’ interests and disclosure

 

19.1 Subject to Article 19.4, a Director may vote at a meeting of Directors on any resolution concerning a matter in which that Director has an interest or duty, whether directly or indirectly, so long as that Director discloses any material interest pursuant to these Articles. The Director shall be counted towards a quorum of those present at the meeting. If the director votes on the resolution, his vote shall be counted.

 

19.2 For the purposes of the preceding Article:

 

  (a) a general notice that a Director gives to the other Directors that he is to be regarded as having an interest of the nature and extent specified in the notice in any transaction or arrangement in which a specified person or class of persons is interested shall be deemed to be a disclosure that he has an interest in or duty in relation to any such transaction of the nature and extent so specified; and

 

  (b) an interest of which a Director has no knowledge and of which it is unreasonable to expect him to have knowledge shall not be treated as an interest of his.

 

19.3 A Director shall not be treated as having an interest in a transaction or arrangement if he has no knowledge of that interest and it is unreasonable to expect the director to have that knowledge.

 

19.4 For so long as Shares are listed on a Designated Stock Exchange, a Director shall not, as a Director, vote in respect of any contract, transaction, arrangement or proposal in which he has an interest which (together with any interest of any person connected with him) is a material interest (otherwise then by virtue of his interests, direct or indirect, in Shares or debentures or other securities of, or otherwise in or through, the Company) and if he shall do so his vote shall not be counted, nor in relation thereto shall he be counted in the quorum present at the meeting, but (in the absence of some other material interest than is mentioned below) none of these prohibitions shall apply to:

 

  (a) the giving of any security, guarantee or indemnity in respect of:

 

  (i) money lent or obligations incurred by him or by any other person for the benefit of the Company or any of its subsidiaries; or

 

  (ii) a debt or obligation of the Company or any of its subsidiaries for which the Director himself has assumed responsibility in whole or in part and whether alone or jointly with others under a guarantee or indemnity or by the giving of security;

 

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  (b) where the Company or any of its subsidiaries is offering securities in which offer the Director is or may be entitled to participate as a holder of securities or in the underwriting or sub-underwriting of which the Director is to or may participate;

 

  (c) any contract, transaction, arrangement or proposal affecting any other body corporate in which he is interested, directly or indirectly and whether as an officer, shareholder, creditor or otherwise howsoever, provided that he (together with persons connected with him) does not to his knowledge hold an interest representing one per cent or more of any class of the equity share capital of such body corporate (or of any third body corporate through which his interest is derived) or of the voting rights available to members of the relevant body corporate (any such interest being deemed for the purposes of this Article 19.4 to be a material interest in all circumstances);

 

  (d) any act or thing done or to be done in respect of any arrangement for the benefit of the employees of the Company or any of its subsidiaries under which he is not accorded as a Director any privilege or advantage not generally accorded to the employees to whom such arrangement relates; or

 

  (e) any matter connected with the purchase or maintenance for any Director of insurance against any liability or (to the extent permitted by the Act) indemnities in favour of Directors, the funding of expenditure by one or more Directors in defending proceedings against him or them or the doing of any thing to enable such Director or Directors to avoid incurring such expenditure.

 

19.5 A Director may, as a Director, vote (and be counted in the quorum) in respect of any contract, transaction, arrangement or proposal in which he has an interest which is not a material interest or which falls within Article 19.4.

 

20 Minutes

 

20.1 The 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 Company or the holders of any class of shares or debentures, and all orders, resolutions and proceedings of such meetings.

 

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

 

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21 Accounts and audit

 

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

 

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

 

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

 

Auditors

 

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

 

21.5 At 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 Ordinary Resolution, at that meeting appoint another Auditor in his stead for the remainder of his term.

 

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

 

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

 

22 Record dates

 

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

 

22.2 If the resolution does so specify, the dividend shall be payable or distributable to the persons registered as 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.

 

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

 

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23 Dividends

 

Sourceof dividends

 

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

 

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

 

Declarationof dividends by Members

 

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

 

Paymentof interim dividends and declaration of final dividends by Directors

 

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

 

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

 

  (a) Upon determination to pay a dividend or dividends described as interim by the Directors in the dividend resolution, 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 the resolution.

 

Ifthe resolution fails to specify whether a dividend is final or interim, it shall be assumed to be interim.

 

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

 

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

 

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  (b) The Directors may also pay, at intervals settled by them, any dividend payable at a fixed rate if it appears to 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 conferring preferred rights for any loss those Members may suffer by the lawful payment of the dividend on any Shares having deferred or non-preferred rights.

 

Apportionmentof dividends

 

23.7 Except as otherwise provided by the rights attached to Shares all dividends shall be declared and paid according to the amounts Paid Up on the Shares on which the dividend is paid. All dividends shall be apportioned and paid proportionately to 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 issued on terms providing that it shall rank for dividend as from a particular date, that Share shall rank for dividend accordingly.

 

Rightof set off

 

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

 

Powerto pay other than in cash

 

23.9 If the Directors so determine, any resolution declaring a dividend may direct that it shall be satisfied wholly or partly by the distribution of assets. If a difficulty arises in relation to the distribution, the Directors may settle that difficulty 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 the value so fixed in order to adjust the rights of Members; and

 

  (c) vest some assets in trustees.

 

Howpayments may be made

 

23.10 A 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 that purpose - by wire transfer to that bank account; or

 

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

 

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

 

23.12 If two or more persons are registered as the holders of the Share or are jointly entitled to it by reason of the death or bankruptcy of the registered holder (Joint Holders), a dividend (or other amount) payable on or in respect of that Share 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 Members or 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 nomination is in writing or in an Electronic Record.

 

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

 

Dividendsor other monies not to bear interest in absence of special rights

 

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

 

Dividendsunable to be paid or unclaimed

 

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

 

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

 

24 Capitalisation of profits

 

Capitalisationof profits or of any share premium account or capital redemption reserve;

 

24.1 The Directors may resolve to capitalise:

 

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

 

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

 

24.2 The amount resolved to be capitalised must be appropriated to the Members who would have been entitled to it had it been distributed by way of dividend and in the same proportions. The benefit to each Member so entitled must be given in either 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 that Member 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.

 

Applyingan amount for the benefit of Members

 

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

 

24.4 Subject 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.

 

25 Share Premium Account

 

Directorsto maintain share premium account

 

25.1 The Directors shall establish a share premium account in accordance with the Act. They shall carry to the 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 capital contributed or such other amounts required by the Act.

 

Debitsto share premium account

 

25.2 The 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 the redemption or purchase price; and

 

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

 

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

 

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26 Seal

 

Companyseal

 

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

 

Duplicateseal

 

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

 

Whenand how seal is to be used

 

26.3 A seal may only be used by the authority of the Directors. Unless the Directors otherwise determine, a document 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).

 

Ifno seal is adopted or used

 

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

 

  (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.

 

Powerto allow non-manual signatures and facsimile printing of seal

 

26.5 The 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 method or system of reproduction;

 

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

 

Validityof execution

 

26.6 If a document is duly executed and delivered by or on behalf of the Company, it shall not be regarded as invalid merely because, at the date of the delivery, the Secretary, or the Director, or other Officer or person who signed the document or 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.

 

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27 Indemnity

 

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

 

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

 

  (b) without limitation to paragraph (a), all costs, expenses, losses or liabilities incurred by the existing or 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 court or tribunal, whether in the Cayman Islands or elsewhere.

 

Nosuch existing or former Director (including alternate Director), Secretary or Officer, however, shall be indemnified in respect of anymatter arising out of his own dishonesty.

 

27.2 To the extent permitted by Act, the Company may make a payment, or agree to make a payment, whether by way of advance, loan or otherwise, for any legal costs incurred by an existing or former Director (including alternate Director), Secretary or 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

 

27.3 To the extent permitted by the Act, the Company may by Special Resolution release any existing or former Director (including alternate Director), Secretary or other Officer of the Company from liability for any loss or damage or right to compensation which 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.

 

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Insurance

 

27.4 To the extent permitted by Act, the Company may pay, or agree to pay, a premium in respect of a contract insuring each of the following persons against risks determined by the Directors, other than liability arising out of that person’s own dishonesty:

 

  (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 referred to in paragraph (a) is or was interested.

 

28 Notices

 

Formof notices

 

28.1 Save where these Articles provide otherwise, and subject to the Designated Stock Exchange Rules (to the extent applicable), any notice to 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 Electronic Signature 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.

 

Electroniccommunications

 

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

 

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

 

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

 

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

 

28.4 Subject to the Act, (to the extent applicable) the Designated Stock Exchange Rules and to any other rules which the Company is bound to follow, the Company may also send any notice or other document pursuant to these Articles to a Member by publishing that notice or other document on the Company’s website.

 

Personsentitled to notices

 

28.5 For so long as the Shares are listed on a Designated Stock Exchange, any notice or other document to be given to a Member may be given by reference to the register of Members as 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) within any other period permitted by, or in accordance with the requirements of, (to the extent applicable) the Designated Stock Exchange Rules and/or the Designated Stock Exchanges. No change in the register of Members after that time shall invalidate the giving of such notice or document or require the Company to give such item to any other person.

 

Personsauthorised to give notices

 

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

 

Deliveryof written notices

 

28.7 Save 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 posted to that registered address or registered office.

 

Jointholders

 

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

 

Signatures

 

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

 

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

 

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Evidenceof transmission

 

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

 

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

 

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

 

Givingnotice to a deceased or bankrupt Member

 

28.14 A notice may be given by the Company to the persons entitled to a Share in consequence of the death or bankruptcy of a Member by sending or delivering it, in any manner authorised by these Articles for the giving of notice to a Member, addressed to 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.

 

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

 

Dateof giving notices

 

28.16 A 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  

On the day on which it is transmitted from the server of the Company or its agent

(E) By publication on a website   On the day the notice or document is published on the website

 

Savingprovision

 

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

 

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29 Authentication of Electronic Records

 

Applicationof Articles

 

29.1 Without limitation to any other provision of these Articles, any notice, written resolution or other document under 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.

 

Authenticationof documents sent by Members by Electronic means

 

29.2 An Electronic Record of a notice, written resolution or other document sent by Electronic means by or on 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 Original Document 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.

 

29.3 For 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 shall be deemed to be the written resolution of that Member unless Article 29.7 applies.

 

Authenticationof document sent by the Secretary or Officers of the Company by Electronic means

 

29.4 An Electronic Record of a notice, written resolution or other document sent by or on behalf of the Secretary or 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 for this 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.

 

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ThisArticle 29.4 applies whether the document is sent by or on behalf of the Secretary or Officer in his own right or as a representativeof the Company.

 

29.5 For 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 shall be deemed to be the written resolution of that Director unless Article 29.7 applies.

 

Mannerof signing

 

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

 

Savingprovision

 

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

 

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

 

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

 

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

 

andthe recipient promptly gives notice to the sender setting the grounds of its objection. If the recipient invokes this Article, the sendermay seek to establish the authenticity of the Electronic Record in any way the sender thinks fit.

 

30 Transfer by way of continuation

 

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

 

  (a) the Cayman Islands; or

 

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

 

30.2 To 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 in the 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 continuation of the Company.

 

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31 Winding up

 

Distributionof assets in specie

 

31.1 If the Company is wound up the Members may, subject to these Articles and any other sanction required by 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 that purpose, 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 to contribute to the winding up.

 

Noobligation to accept liability

 

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

 

31.3 The Directors are authorised to present a winding up petition

 

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

 

32 Amendment of Memorandum and Articles

 

Powerto change name or amend Memorandum

 

32.1 Subject 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 specified in the Memorandum.

 

Powerto amend these Articles

 

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

 

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YOUXINTECHNOLOGY LTD

 

EXTRAORDINARYGENERAL MEETING OF SHAREHOLDERS

August25, 2025 at 9:00 A.M., Beijing Time

 

PROXYSTATEMENT

 

 

 

 

QUESTIONSAND ANSWERS ABOUT THE PROPOSALS

 

Thefollowing are answers to some questions that you, as a shareholder of Youxin Technology Ltd (“Youxin” or the “Company”),may have regarding the proposals being considered at Youxin’s extraordinary general meeting, which is referred to herein as the“Extraordinary General Meeting”.

 

Q: Why am I receiving this proxy statement?

 

A: The board of directors of Youxin (the “Board”) is soliciting your proxy to vote at the Extraordinary General Meeting because you owned Youxin ordinary shares at the close of business on 20 June 2025, the “Record Date” for the Extraordinary General Meeting, and are therefore entitled to vote at the Extraordinary General Meeting. This proxy statement, along with a proxy card or a voting instruction card, will be placed on the Company’s website on or about August 1, 2025  and mailed to shareholders on or about August 6, 2025. Youxin will make these materials available to you on the Internet, and will deliver printed proxy materials to you or send them to you by email. This proxy statement summarizes the information that you need to know in order to cast your vote at the Extraordinary General Meeting. You do not need to attend the Extraordinary General Meeting in person to vote your Youxin ordinary shares.

 

Q: When and where will the Extraordinary General Meeting be held?

 

A: The Extraordinary General Meeting will be held on August 25, 2025 at 9:00 A.M., Beijing Time, at Room 1005, 1006, 1007, No. 122, Huangpu Avenue West, Tianhe District, Guangzhou, Guangdong Province, 510000, People’s Republic of China.

 

Q: On what matters will I be voting?

 

A:

 

Atthe Extraordinary General Meeting, Youxin is asking its shareholders as of the record date of June 20, 2025 (the “Record Date”)to consider and vote upon the following proposals (the “Proposals”): 

 

    1.

ShareConsolidation Proposal or Proposal 1

       
    a)

toapprove as an ordinary resolution that:

       
    i.

conditionalupon the approval of the Board:

 

     

(a) all the issued and outstanding and authorized and unissued Class A Ordinary Shares in the authorized share capital of the Company be consolidated, at any one time or multiple times during a period of up to two years of the date of the Extraordinary General Meeting or any adjournment thereof (the “Meeting”), at the exact consolidation ratio and effective time as the Board may determine from time to time in its absolute discretion provided that the accumulative consolidation ratio for all such share consolidation(s) (altogether, the “Share Consolidations” and each, a “Share Consolidation”) shall not be more than 1:4,000; and 

       
     

(b)no fractional Class A Ordinary Shares be issued in connection with each of the Share Consolidations; if a shareholder is entitled toreceive a fractional Class A Ordinary Share upon a Share Consolidation, the total number of Class A Ordinary Shares to be received bysuch shareholder be rounded up to the next whole Class A Ordinary Share. 

 

    ii.

theBoard be authorized, at its absolute and sole discretion, to either (a) implement one or more Share Consolidations, and determine theexact consolidation ratio and effective date of such Share Consolidation during a period of two years of the date of the Meeting; or(b) elect not to implement any Share Consolidation during a period of two years of the date of the Meeting. 

       
    b)

toapprove as an ordinary resolution that the Board be authorized, at its absolute and sole discretion, to either (i) implement one or moreShare Consolidations, and determine the exact consolidation ratio and effective date of such Share Consolidation during a period of twoyears of the date of the Meeting; or (ii) elect not to implement any Share Consolidation during a period of two years of the date ofthe Meeting. 

       
    c)

toapprove as an ordinary resolution that if and when deemed advisable by the Board in its sole discretion, any director or officer of thecompany be authorized, for and on behalf of the company, to do all such other acts and things and execute all such documents necessaryor desirable to implement Share Consolidation(s). 

       
    2.

AmendmentTo Memorandum And Articles Of Association Proposal or Proposal 2

       
    a)

to approve as a special resolution that the existing second amended and restated memorandum and articles of association of the Company (the Current M&A) be amended and restated by the deletion of the Current M&A in their entirety and their substitution in their place of the Third Amended and Restated Memorandum and Articles of Association in the form as set forth in Annex A to the notice of the Meeting with immediate effect.

 

    3.

FurtherAmendment To Memorandum And Articles Of Association Proposal or Proposal 3

       
    a)

toapprove as a special resolution that conditional upon the approval of the exact consolidation ratio and the effective date of a ShareConsolidation by the Board, the adoption of an amended and restated memorandum of association in substitution for, and to the exclusionof, the Company’s then existing memorandum of association, to reflect such Share Consolidation upon its relevant effective dateas and when determined by the Board, be and is hereby approved (the “Amendment To Memorandum And Articles Of Association”).

 

  Shareholders are encouraged to vote as soon as possible after carefully reviewing this proxy statement. If Youxin shareholders fail to adopt each step proposed, the transaction cannot be completed.

 

1 

 

 

Q: How does Youxin’s board of directors recommend that I vote?

 

A: The Board has determined that (i) the consolidation of the Class A Ordinary Shares at one or more times during the period of 2 years of the date of the Extraordinary General Meeting at the consolidation ratio and effective time as determined by the Board in its absolute discretion and the consequential amendment and restatement of the Company’s memorandum and articles of association to reflect such share consolidation, and (ii) the adoption of the Third Amended and Restated Memorandum and Articles of Association to reflect certainamendments including update of certain definitions and procedure for publishing notice on website, are advisable and in the best interests of the Company and its shareholders and have unanimously approved the Proposals described herein. The Board unanimously recommends that the shareholders vote “FOR” all Proposals.

 

Q: How do I vote?

 

A: After you have carefully read this proxy statement and have decided how you wish to vote your Youxin ordinary shares, please vote promptly.

 

Ifyou are a registered shareholder, meaning that you hold your shares in certificate form, you have four voting options:

 

  (1) By Internet, which we encourage if you have Internet access, at http://www.vstocktransfer.com/proxy, the address shown on your proxy card;

 

  (2) By fax, by faxing your signed proxy card to 646-536-3179;

 

  (3) By mail, by completing, signing and returning the enclosed proxy card in the return envelope provided; or

 

  (4) By email, by completing, signing and scanning the enclosed proxy card to vote@vstocktransfer.com

 

Ifyou hold your shares through an account with a bank or broker, your ability to vote by the Internet depends on their voting procedures.Please follow the directions that your bank or broker provides.

 

Q: What vote is required to approve each proposal?

 

A:

The affirmative vote of the holders of a simple majority of votes cast by our ordinary shares that are present in person or by proxy at our Extraordinary General Meeting is required to approve Proposal 1, provided we have quorum for the meeting.

 

The affirmative vote of the holders of a two-thirds majority of votes cast by our ordinary shares that are present in person or by proxy at our Extraordinary General Meeting is required to approve Proposals 2 and 3, provided we have quorum for the meeting.

 

Abstentions and broker non-votes will count for purposes of determining quorum but will have no effect on the outcome of the vote because abstentions and broker non-votes do not count as votes cast.

 

Q: How many votes do I and others have?

 

A: Holders of Class A Ordinary Shares of Youxin are entitled to one vote for each Class A Ordinary Share and twenty (20) votes for each Class B Ordinary Share of Youxin (“Class B Ordinary Share”) held as of the Record Date. As of the close of business on the Record Date, there were 24,604,693 issued Class A Ordinary Shares and 8,945,307 issued Class B Ordinary Shares.

 

2 

 

 

Q: What will happen if I fail to vote or I abstain from voting?

 

A:

If you fail to vote, your shares will not be counted for purposes of determining quorum or for purposes of the voting results. If you choose to appear for purposes of quorum but to abstain from voting, your shares will be counted for purposes of determining whether we have quorum sufficient to hold the meeting but will not be counted for purposes of the voting results. For this reason, if we have quorum, a failure to vote and an abstention would both be disregarded at the meeting, but a failure to vote could result in the Extraordinary General Meeting not reaching quorum, while an abstention would help us achieve quorum.

 

Abstentions will count for purposes of determining quorum but will have no effect on the outcome of the vote because abstentions do not count as votes cast.

 

Q: How many shares must be present to hold the Extraordinary General Meeting?

 

A: The presence in person or by proxy of shareholders holding not less than an aggregate of one-third of the total issued voting shares in the Company is necessary to constitute a quorum at the Extraordinary General Meeting. The inspector of election will determine whether a quorum is present. If you are a beneficial owner of the Company’s ordinary shares and you do not instruct your bank, broker or other nominee how to vote your shares on any of the proposals, your shares will not be counted as present at the Extraordinary General Meeting for purposes of determining whether a quorum exists. Votes of shareholders of record who are present at the Extraordinary General Meeting in person or by proxy will be counted as present at the Extraordinary General Meeting for purposes of determining whether a quorum exists, whether or not such holder abstains from voting on all of the proposals.

 

Q: What will happen if I return my proxy card without indicating how to vote?

 

A: Proxy cards that are signed and returned but do not contain instructions will be voted in favor of all the proposals, in accordance with the best judgment of the named proxies on any other matters properly brought before the meeting.

 

Q: Can I change my vote after I have returned a proxy or voting instruction card?

 

A:

You may change your vote at any time before the polls close at the conclusion of voting at the meeting. You may do this by (1) signing another proxy card with a later date and returning it to us by mail before the meeting, (2) voting again over the Internet prior to the time of the meeting, (3) voting again by email or fax prior to the time of the meeting, or (4) attending the meeting in person or by attending remotely and casting your votes at the meeting if you are a registered shareholder.

 

Your attendance alone will not revoke any proxy.

 

If your shares are held in an account at a broker or other nominee, you should contact your broker or other nominee to change your vote.

 

Q: Do I need identification to attend the Extraordinary General Meeting in person?

 

A: Yes. Please bring proper identification, together with proof that you are a record owner of Youxin ordinary shares. If your shares are held in street name, please bring acceptable proof of ownership, such as a letter from your broker or an account statement stating or showing that you beneficially owned Youxin ordinary shares on the Record Date. Acceptable proof of ownership is either (a) a letter from your broker stating that you beneficially owned Youxin stock on the Record Date or (b) an account statement showing that you beneficially owned Youxin stock on the Record Date.

 

3 

 

 

THEEXTRAORDINARY GENERAL MEETING

 

Date,Time and Place of the Extraordinary General Meeting

 

TheExtraordinary General Meeting will be held on August 25, 2025 at 9:00 A.M., Beijing Time, at Room 1005, 1006, 1007, No. 122, HuangpuAvenue West, Tianhe District, Guangzhou, Guangdong Province, 510000, People’s Republic Of China to consider and vote upon the proposals.

 

Purposeof the Extraordinary General Meeting

 

Atthe Extraordinary General Meeting, Youxin is asking its shareholders as of the record date of June 20, 2025 (the “Record Date”)to consider and vote upon the following:

 

(1)AS AN ORDINARY RESOLUTION THAT

 

  1 To approve as an ordinary resolution that:

 

    a)

conditionalupon the approval of the board of directors of the Company (the “Board”): 

 

  i.  

all the issued and outstanding and authorized and unissued class A ordinary shares of the Company (the “Class A Ordinary Shares”) in the authorized share capital of the Company be consolidated, at any one time or multiple times during a period of up to two years of the date of the Extraordinary General Meeting of shareholders of the Company held on August 25, 2025 or any adjournment thereof (the “Meeting”), at the exact consolidation ratio and effective time as the Board may determine from time to time in its absolute discretion provided that the accumulative consolidation ratio for all such share consolidation(s) (altogether, the “Share Consolidations” and each, a “Share Consolidation”) shall not be more than 1:4,000; and 

       
  ii.   no fractional Class A Ordinary Shares be issued in connection with each of the Share Consolidations; if a shareholder is entitled to receive a fractional Class A Ordinary Share upon a Share Consolidation, the total number of Class A Ordinary Shares to be received by such shareholder be rounded up to the next whole Class A Ordinary Share.

 

    b) the Board be authorized, at its absolute and sole discretion, to either (1) implement one or more Share Consolidations, and determine the exact consolidation ratio and effective date of such Share Consolidation during a period of two years of the date of the Meeting; or (2) elect not to implement any Share Consolidation during a period of two years of the date of the Meeting.
       
    c)

ifand when deemed advisable by the Board in its sole discretion, any director or officer of the company be authorized, for and on behalfof the company, to do all such other acts and things and execute all such documents necessary or desirable to implement Share Consolidation(s). 

 

(2)AS A SPECIAL RESOLUTION THAT, the existing second amended and restated memorandum and articles of association of the Company (theCurrent M&A) be amended and restated by the deletion of the Current M&A in their entirety and their substitution in theirplace of the Third Amended and Restated Memorandum and Articles of Association in the form as set forth in Annex A to the notice of theMeeting with immediate effect.

 

(3)AS A SPECIAL RESOLUTION THAT, conditional upon the approval of the exact consolidation ratio and the effective date of a ShareConsolidation by the Board, the adoption of an amended and restated memorandum of association in substitution for, and to the exclusionof, the Company’s then existing memorandum of association, to reflect such Share Consolidation upon its relevant effective dateas and when determined by the Board, be and is hereby approved.

 

4 

 

 

RecordDate; Shares Entitled to Vote; Quorum

 

Shareholderswill be entitled to vote or direct votes to be cast at the Extraordinary General Meeting if they owned Youxin Class A Ordinary Sharesand/or Class B Ordinary Shares on the Record Date. Shareholders will have one vote for each share of Youxin Class A Ordinary Shares andtwenty (20) votes for each of Youxin Class B Ordinary Shares owned at the close of business on the Record Date. If your shares are heldin “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to theshares you beneficially own are properly counted.

 

Asof the close of business on the Record Date, there were 33,550,000 outstanding Youxin Class A and Class B Ordinary Shares in total.

 

Aquorum of Youxin shareholders is necessary to hold a valid meeting. The presence in person or by proxy of shareholders holding not lessthan an aggregate of one-third of the total issued voting shares in the Company is necessary to constitute a quorum at the ExtraordinaryGeneral Meeting. Abstentions will count as present for the purposes of establishing a quorum but will be disregarded for purposes ofdetermining the results of voting.

 

VoteRequired; Abstentions and Broker Non-Votes

 

Theaffirmative vote of the holders of a majority of votes cast by our ordinary shares that are present in person or by proxy at our ExtraordinaryGeneral Meeting is required to approve the Share Consolidation Proposal, provided we have quorum for the meeting.

 

Theaffirmative vote of the holders of a two-thirds majority of votes cast by our ordinary shares that are present in person or by proxyat our Extraordinary General Meeting is required to approve the Amendment To Memorandum And Articles Of Association Proposal and the Further Amendment To Memorandum And Articles Of Association Proposal,provided we have quorum for the meeting.

 

Abstentionswill count for purposes of determining quorum but will have no effect on the outcome of the vote because abstentions do not count asvotes cast.

 

Votingof Proxies

 

Ifyour shares are registered in your name with our transfer agent, VStock Transfer, LLC, you may cause your shares to be voted by returninga signed proxy card, or you may vote in person at the Extraordinary General Meeting. Additionally, you may submit electronically overthe Internet a proxy authorizing the voting of your shares by following the instructions on your proxy card. You must have the enclosedproxy card available, and follow the instructions on the proxy card, in order to submit a proxy electronically over the Internet. Basedon your proxy cards or Internet proxies, the proxy holders will vote your shares according to your directions.

 

Ifyou plan to attend the Extraordinary General Meeting and wish to vote in person, you will be given a ballot at the meeting. If your sharesare registered in your name, you are encouraged to vote by proxy even if you plan to attend the Extraordinary General Meeting in person.If you attend the Extraordinary General Meeting and vote in person, your vote by ballot will revoke any proxy previously submitted.

 

Votinginstructions are included on your proxy card. All shares represented by properly executed proxies received in time for the ExtraordinaryGeneral Meeting will be voted at the Extraordinary General Meeting in accordance with the instructions of the shareholder.

 

Ifyour shares are held in “street name” through a broker, bank or other nominee, you may vote through your broker, bank orother nominee by completing and returning the voting form provided by your broker, bank or other nominee, or by the Internet throughyour broker, bank or other nominee if such a service is provided. To vote via the Internet through your broker, bank or other nominee,you should follow the instructions on the voting form provided by your broker, bank or other nominee. If you do not return your bank’s,broker’s or other nominee’s voting form, do not vote via the Internet or through your broker, bank or other nominee, if possible,and do not attend the Extraordinary General Meeting and vote in person with a proxy from your broker, bank or other nominee, it willhave the same effect as if you voted “AGAINST”.

 

5 

 

 

Revocabilityof Proxies

 

Ifyou are a shareholder of record, you may change your vote or revoke your proxy at any time before it is voted at the Extraordinary GeneralMeeting by:

 

● Submitting a new proxy electronically over the Internet after the date of the earlier submitted proxy;
● Signing another proxy card with a later date and returning it to us prior to the Extraordinary General Meeting; or
● Attending the Extraordinary General Meeting and voting in person.

 

Pleasenote that to be effective, your new proxy card, internet voting instructions or written notice of revocation must be received by us priorto the Extraordinary General Meeting and, in the case of internet voting instructions, must be received before 11:59 P.M. BeijingTime on August 24, 2025. If you have submitted a proxy, your appearance at the Extraordinary General Meeting, in the absence of votingin person or submitting an additional proxy or revocation, will not have the effect of revoking your prior proxy.

 

Ifyou hold your ordinary shares in “street name,” you should contact your bank, broker or other nominee for instructions regardinghow to change your vote. You may also vote in person at the Extraordinary General Meeting if you obtain a valid “legal” proxyfrom your bank, broker or other nominee. Any adjournment, recess or postponement of the Extraordinary General Meeting for the purposeof soliciting additional proxies will allow Youxin shareholders who have already sent in their proxies to revoke them at any time priorto their use at the Extraordinary General Meeting as adjourned, recessed or postponed.

 

Boardof Directors’ Recommendation

 

Aftercareful consideration, the Company’s board of directors has determined that the transaction is fair to, and in the best interestof, the Company and its shareholders. They unanimously recommend that you vote or give instruction to vote:

 

“FOR”the Share Consolidation Proposal;

“FOR”the Amendment To Memorandum And Articles Of Association Proposal; and

“FOR”the Further Amendment To Memorandum And Articles Of Association Proposal.

 

Solicitationof Proxies

 

Theexpense of soliciting proxies in the enclosed form will be borne by Youxin. Proxies may also be solicited by some of our directors, officersand employees, personally or by facsimile, email or other means of communication. No additional compensation will be paid for such services.

 

Adjournmentand Reconvention

 

TheBoard intend that, if a quorum is not present within fifteen minutes from the time appointed for the meeting to commence, the meetingshall stand adjourned and the directors shall resolve to reconvene at the same time seven days hence at the same place, or to such othertime or place as is determined by the directors, at which reconvened meeting, if a quorum is not present within fifteen minutes fromthe time appointed for the meeting to commence, the members present shall be a quorum (all in accordance with Article 11.2 of the Articlesof Association of the Company).

 

OtherMatters

 

Atthis time, we know of no other matters to be submitted at the Extraordinary General Meeting.

 

6 

 

 

Householdingof Extraordinary General Meeting Materials

 

Unlesswe have received contrary instructions, we may send a single copy of this proxy statement and notice to any household at which two ormore shareholders reside if we believe the shareholders are members of the same family. Each shareholder in the household will continueto receive a separate proxy card. This process, known as “house holding”, reduces the volume of duplicate information receivedat your household and helps to reduce our expenses.

 

WhoCan Answer Your Questions About Voting Your Shares?

 

Ifyou are a shareholder and have any questions about how to vote or direct a vote in respect of your Youxin ordinary shares, you may submitquestions via email to ir@youxin.cloud.

 

PROPOSAL1: SHARE CONSOLIDATION

 

ProposedOrdinary Share Consolidation

 

OnAugust 1, 2025, the Board approved and directed that there be submitted to the shareholders of the Company for approval, the followingordinary resolutions (the “Share Consolidation Proposal”):

 

ITIS RESOLVED AS AN ORDINARY RESOLUTION THAT,

 

  a) conditional upon the approval of the board of directors of the Company (the “Board”):

 

  i. all the issued and outstanding and authorized and unissued class A ordinary shares of the Company (the “Class A Ordinary Shares”) in the authorized share capital of the Company be consolidated, at any one time or multiple times during a period of up to two years of the date of the Extraordinary General Meeting of shareholders of the Company held on August 25, 2025 or any adjournment thereof (the “Meeting”), at the exact consolidation ratio and effective time as the Board may determine from time to time in its absolute discretion provided that the accumulative consolidation ratio for all such share consolidation(s) (altogether, the “Share Consolidations” and each, a “Share Consolidation”) shall not be more than 1:4,000; and
       
  ii.   no fractional Class A Ordinary Shares be issued in connection with each of the Share Consolidations; if a shareholder is entitled to receive a fractional Class A Ordinary Share upon a Share Consolidation, the total number of Class A Ordinary Shares to be received by such shareholder be rounded up to the next whole Class A Ordinary Share.

 

  b) the Board be authorized, at its absolute and sole discretion, to either (i) implement one or more Share Consolidations, and determine the exact consolidation ratio and effective date of such Share Consolidation during a period of two years of the date of the Meeting; or (ii) elect not to implement any Share Consolidation during a period of two years of the date of the Meeting.
     
  c)

if and when deemed advisable by the Board in its sole discretion, any director or officer of the company be authorized, for and on behalf of the company, to do all such other acts and things and execute all such documents necessary or desirable to implement Share Consolidation(s).

 

 

RequiredVote

 

Theaffirmative vote of the holders of a majority of votes cast by our ordinary shares that are present in person or by proxy at our ExtraordinaryGeneral Meeting is required to approve the Share Consolidation Proposal, provided we have quorum for the meeting.

 

7 

 

 

THEYOUXIN BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOUXIN SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE SHARE CONSOLIDATIONPROPOSAL.

 

PROPOSAL2: AMENDMENT TO MEMORANDUM AND ARTICLES OF ASSOCIATION

 

OnAugust 1, 2025, the Board approved and directed that there be submitted to the shareholders of the Company for approval, the followingspecial resolution (the “Amendment To Memorandum And Articles Of Association Proposal”):

 

ITIS RESOLVED AS A SPECIAL RESOLUTION THAT, the existing second amended and restated memorandum and articles of association of theCompany (the Current M&A) be amended and restated by the deletion of the Current M&A in their entirety and their substitutionin their place of the Third Amended and Restated Memorandum and Articles of Association in the form as set forth in Annex A to the noticeof the Meeting with immediate effect.

 

TheThird Amended and Restated Memorandum and Articles of Association (the “Amended M&A”) will include the amendmentof certain provisions of the Current M&A relating to the notice period and how notice is sent to shareholders, the holding of virtual meeting including the information to be specified in a notice, the vote of a general meeting,the treatment of different classes of Shares in a class meeting, the Board’s power to appoint Directors, electronic communications, theDirectors’ discretion to postpone or cancel a meeting, the appointment and removal of Auditors, the issuance of fractional shares andcertain definitions. The amendments are summarisedas follows:

 

a)At least ten (10) Clear Days’ (as defined in the Amended M&A) notice of a general meeting must be given to Members.
   
b)Notice may be given to shareholders by publication on the Company’s website and such notice shall be deemed to be given on the day the notice is published.

 

  c) Notice may be given to shareholders by publication on the Company’s website and such notice shall be deemed to be given on the day the notice is published.

 

  d) A resolution put to the vote of the general meeting shall be decided on a poll and all provisions relating to voting by show of hands are deleted.

 

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

 

  f) In the case of an equality of votes, the Chairman of the meeting shall be entitled to a second or casting vote..

 

  g) An appointment of a Director may be on terms that the Director shall automatically retire from office at the next annual general meeting or upon any specified event or after any specified period as agreed between the Company and the Director, but no such term shall be implied in the absence of express provision. ..

 

  h) A notice may only be given to the Company in an electronic record if the Directors so resolve or otherwise accept the notice, and any Director provides the giver of the notice an electronic address to which the notice may be sent. ..

 

  i) A meeting may be postponed or cancelled prior to the meeting at the discretion of the Directors by written notice provided to all persons entitled to attend the meeting, unless the meeting was requisitioned by shareholders.

 

  j) Directors may appoint or remove an auditor of the Company who shall hold office on such terms as the Directors determine, provided that for so long as any class of the Shares are listed on a Designated Stock Exchange, such appointment or removal shall be made in accordance with the applicable Designated Stock Exchange Rules.

 

  k) Subject to the Companies Act of the Cayman Islands (as Revised), the Company may issue fractions of a Share of any class.

 

  l) The definitions of “Ordinary Resolution” and “Special Resolution” have been clarified and the definitions of “Electronic Communication Facilities”, “present” and “Virtual Meeting” have been added. ..

 

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RequiredVote

 

Theaffirmative vote of the holders of a two-thirds majority of votes cast by our ordinary shares that are present in person or by proxyat our Extraordinary General Meeting is required to approve the Amendment To Memorandum And Articles Of Association Proposal, providedwe have quorum for the meeting.

 

THEYOUXIN BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOUXIN SHAREHOLDERS VOTE “FOR” THE APPROVAL OF SHARE CAPITAL INCREASEPROPOSAL.

 

PROPOSAL3: FURTHER AMENDMENT TO MEMORANDUM AND ARTICLES OF ASSOCIATION

 

OnAugust 1, 2025, the Board approved and directed that there be submitted to the shareholders of the Company for approval, the followingspecial resolution (the “Further Amendment To Memorandum And Articles Of Association Proposal”):

 

ITIS RESOLVED AS A SPECIAL RESOLUTION THAT, conditional upon the approval of the exact consolidation ratio and the effective date ofa Share Consolidation by the Board, the adoption of an amended and restated memorandum of association in substitution for, and to theexclusion of, the Company’s then existing memorandum of association, to reflect such Share Consolidation upon its relevant effectivedate as and when determined by the Board, be and is hereby approved.

 

RequiredVote

 

Theaffirmative vote of the holders of a two-thirds majority of votes cast by our ordinary shares that are present in person or by proxyat our Extraordinary General Meeting is required to approve the Amendment To Memorandum And Articles Of Association Proposal, providedwe have quorum for the meeting.

 

THEYOUXIN BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOUXIN SHAREHOLDERS VOTE “FOR” THE APPROVAL OF SHARE CAPITAL INCREASEPROPOSAL.

 

OTHERMATTERS

 

Asof the date of this proxy statement, the board of directors of Youxin knows of no matters that will be presented for consideration atthe Extraordinary General Meeting other than as described in this proxy statement. If any other matters properly come before the ExtraordinaryGeneral Meeting or any adjournments or postponements of the meeting and are voted upon, the enclosed proxy will confer discretionaryauthority on the individuals named as proxy to vote the shares represented by the proxy as to any other matters. The individuals namedas proxies intend to vote in accordance with their best judgment as to any other matters.

 

WHEREYOU CAN FIND MORE INFORMATION

 

Weare subject to the information requirements of the Exchange Act. In accordance with these requirements, the Company files reports andother information with the SEC. You may read and copy any materials filed with the SEC at the Public Reference Room at 100 F Street,N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.The SEC also maintains a web site at http://www.sec.gov that contains reports and other information regarding registrants that file electronicallywith the SEC.

 

MISCELLANEOUS

 

Youshould rely only on the information contained in this proxy statement and the documents we refer to in this proxy statement to vote onthe Share Consolidation Proposal and the Share Amendment To Memorandum And Articles Of Association Proposal. We have not authorized anyoneto provide you with information that is different from what is contained in this proxy statement. This proxy statement is dated August1, 2025. You should not assume that the information contained in this proxy statement is accurate as of any date other than that date(or as of an earlier date if so indicated in this proxy statement) and the mailing of this proxy statement to stockholders does not createany implication to the contrary. This proxy statement does not constitute a solicitation of a proxy in any jurisdiction where, or toor from any person to whom, it is unlawful to make a proxy solicitation.

 

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Exhibit 99.2