UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TORULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of January 2026

Commission File Number: 001-41647

OHMYHOME LIMITED

(Translationof registrant’s name into English)

243 Alexandra Road

#02-01 BS Centre

Singapore 159932

(Address of principal executive office)

Indicate by check mark whether the registrantfiles or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒     Form40-F ☐

As previously disclosed, on January 6, 2026, OhmyhomeLimited (the “Company”) held its 2026 Extraordinary General Meeting of the Shareholders (the “Meeting”). As approvedby the shareholders at the Meeting, the Company filed the Third Amended and Restated Memorandum and Articles of Association of the Companywith the Companies Register of the Cayman Islands.

The Third Amended and Restated Memorandum and Articles of Associationof the Company is filed hereto as Exhibit 3.1

EXHIBIT INDEX

SIGNATURES

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

Exhibit 3.1

THE COMPANIES ACT (AS REVISED)

EXEMPTEDCOMPANY LIMITED BY SHARES

THIRD AMENDED AND RESTATED

MEMORANDUM OF ASSOCIATION

OF

Ohmyhome Limited

(Adopted by way of a special resolutionpassed on 6 January 2026 with effect from 6 January 2026)

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The CompaniesAct (As Revised)

Exempted Company Limited by Shares

THIRD AMENDED AND RESTATED

ARTICLESOF ASSOCIATION

OF

Ohmyhome Limited

(Adopted by way of a special resolutionpassed on 6 January 2026 with effect from 6 January 2026)

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I N D E X

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THE COMPANIESACT (AS REVISED)

EXEMPTED COMPANY LIMITED BY SHARES

THIRD AMENDED AND RESTATED

ARTICLESOF ASSOCIATION

OF

Ohmyhome Limited

(Adopted by way of a special resolutionpassed on 6 January 2026 with effect from 6 January 2026)

TABLE A

1. The regulationsin Table A in the Schedule to the Companies Act (As Revised) do not apply to the Company.

INTERPRETATION

2. (1)In these Articles, unless the context otherwise requires, the words standing in the first column of the following table shall bear themeaning set opposite them respectively in the second column.

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SHARE CAPITAL

3. (1)The share capital of the Company at the date on which these Articles come into effect shall be US$7,500,000,000 divided into (a) 675,000,000,000Class A Ordinary Shares with a par value of US$0.01 each and (b) 75,000,000,000 Class B Ordinary Shares with a par value of US$0.01.

(2) Subjectto the Act, the Company’s Memorandum and Articles of Association and, where applicable, the rules and regulations of the DesignatedStock Exchange and/or any competent regulatory authority, the Company shall have the power to purchase or otherwise acquire its own sharesand such power shall be exercisable by the Board in such manner, upon such terms and subject to such conditions as it in its absolutediscretion thinks fit and any determination by the Board of the manner of purchase shall be deemed authorized by these Articles for purposesof the Act. Subject to the Act, the Company is hereby authorized to make payments in respect of a redemption or purchase of its own sharesin any manner authorized by the Act, including out of its capital. The purchase of any share shall not oblige the Company to purchaseany other share other than as may be required pursuant to applicable law and any other contractual obligations of the Company.

(3) TheCompany is authorised to hold treasury shares in accordance with the Act and may designate as treasury shares any of its shares that itpurchases or redeems, or any share surrendered to it subject to the rules and regulations of the Designated Stock Exchange and/or anycompetent regulatory authority. Shares held by the Company as treasury shares shall continue to be classified as treasury shares untilsuch shares are either cancelled or transferred as the Board may determine on such terms and subject to such conditions as it in its absolutediscretion thinks fits in accordance with the Act subject to the rules and regulations of the Designated Stock Exchange and/or any competentregulatory authority.

(4) TheCompany may accept the surrender for no consideration of any fully paid share unless, as a result of such surrender, there would no longerbe any issued shares of the Company other than shares held as treasury shares.

(5)No share shall be issued to bearer.

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ALTERATION OF CAPITAL

4. TheCompany may from time to time by ordinary resolution in accordance with the Act alter the conditions of its Memorandum of Associationto:

5. TheBoard may settle as it considers expedient any difficulty which arises in relation to any consolidation and division under the Article4 and in particular but without prejudice to the generality of the foregoing may issue certificates in respect of fractions of sharesor arrange for the sale of the shares representing fractions and the distribution of the net proceeds of sale (after deduction of theexpenses of such sale) in due proportion amongst the Members who would have been entitled to the fractions, and for this purpose the Boardmay authorise any person to transfer the shares representing fractions to their purchaser or resolve that such net proceeds be paid tothe Company for the Company’s benefit. Such purchaser will not be bound to see to the application of the purchase money nor willhis title to the shares be affected by any irregularity or invalidity in the proceedings relating to the sale.

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6. TheCompany may from time to time by special resolution, subject to any confirmation or consent required by the Act, reduce its share capitalor any capital redemption reserve or other undistributable reserve in any manner permitted by law.

7. Exceptso far as otherwise provided by the conditions of issue, or by these Articles, any capital raised by the creation of new shares shallbe treated as if it formed part of the original capital of the Company, and such shares shall be subject to the provisions contained inthese Articles with reference to the payment of calls and instalments, transfer and transmission, forfeiture, lien, cancellation, surrender,voting and otherwise.

SHARE RIGHTS

8. Subjectto the provisions of the Act, the rules and regulations of the Designated Stock Exchange and the Memorandum and Articles of Associationand to any special rights conferred on the holders of any shares or class of shares, and without prejudice to Article 13 hereof, any sharein the Company (whether forming part of the present capital or not) may be issued with or have attached thereto such rights or restrictionswhether in regard to dividend, voting, return of capital or otherwise as the Board may determine, including without limitation on termsthat they may be, or at the option of the Company or the holder are, liable to be redeemed on such terms and in such manner, includingout of capital, as the Board may deem fit.

9. Subjectto the Act, the rules and regulations of the Designated Stock Exchange and the Memorandum and Articles of Association, and to any specialrights conferred on the holders of any shares or attaching to any class of shares, shares may be issued on the terms that may be or atthe option of the Company or the holder are, liable to be redeemed on such terms and in such manner, including out of capital, as theBoard may deem fit.

10. Subjectto Article 13(1), the Memorandum of Association and any resolution of the Members to the contrary and without prejudice to any specialrights conferred thereby on the holders of any other shares or class of shares, the share capital of the Company immediately upon theeffectiveness of these Articles shall be divided into shares of two classes, Class A Ordinary Shares and Class B Ordinary Shares. TheClass A Ordinary Shares and the Class B Ordinary Shares shall carry equal rights and rank pari passu with one another other thanas set out below:

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Holders of Class A Ordinary Sharesand Class B Ordinary Shares have the right to receive notice of, attend, speak and vote at general meetings of the Company. Holders ofClass A Ordinary Shares and Class B Ordinary Shares shall, at all times (other than in respect of separate general meetings of the holdersof a class or series of shares held in accordance with Article 11 below), vote together as one class on all matters submitted to a votefor Members’ consent. Each Class A Ordinary Share shall be entitled to one (1) vote on all matters subject to the vote at generalmeetings of the Company, and each Class B Ordinary Share shall be entitled to one hundred (100) votes on all matters subject to the voteat general meetings of the Company.

Upon any sale, transfer,assignment or disposition of Class B Ordinary Shares by a holder thereof to any person or entity which is not an Affiliate of suchholder, such Class B Ordinary Shares validly transferredto the new holder shall be automatically and immediately converted into an equal number of Class A Ordinary Shares. For the avoidanceof 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; and (ii) the creation of any pledge, charge, encumbrance or other third partyright of whatever description on any of Class B Ordinary Shares to secure a holder’s contractual or legal obligations shall not be deemedas a sale, transfer, assignment or disposition unless and until any such pledge, charge, encumbrance or other third party right is enforcedand results in the third party holding legal title to the related Class B Ordinary Shares, in which case all the related Class B OrdinaryShares shall be automatically converted into the same number of Class A Ordinary Shares upon the Company’s registration of the third partyor its designee as a Member holding that number of Class A Ordinary Shares in the Register.

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Each Class A Ordinary Share and ClassB Ordinary Share shall be entitled to such dividends as the Board may from time to time declare and shall rank pari passu amongstsuch shares in proportion to the amount paid up on the shares held by them respectively.

In the event of a winding up or dissolutionof the Company, whether voluntary or involuntary or for the purpose of a reorganisation or otherwise or upon any distribution of capital,the Class A Ordinary Shares and the Class B Ordinary Shares shall be entitled to the surplus assets of the Company on a pari passubasis.

VARIATION OF RIGHTS

11. Subjectto the Act and without prejudice to Article 8, all or any of the special rights for the time being attached to the shares or any classof shares may, unless otherwise provided by the terms of issue of the shares of that class, from time to time (whether or not the Companyis being wound up) be varied, modified or abrogated with the sanction of a special resolution passed at a separate general meeting ofthe holders of the shares of that class. To every such separate general meeting all the provisions of these Articles relating to generalmeetings of the Company shall, mutatis mutandis, apply, but so that:

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12. Thespecial rights conferred upon the holders of any shares or class of shares shall not, unless otherwise expressly provided in the rightsattaching to or the terms of issue of such shares, be deemed to be varied, modified or abrogated by the creation or issue of further sharesranking pari passu therewith.

SHARES

13. (1)Subject to the Act, these Articles and, where applicable, the rules and regulations of the Designated Stock Exchange and without prejudiceto any special rights or restrictions for the time being attached to any shares or any class of shares, the unissued shares of the Company(whether forming part of the original or any increased capital) shall be at the disposal of the Board, which may offer, allot, grant optionsover or otherwise dispose of them to such persons, at such times and for such consideration and upon such terms and conditions as theBoard may in its absolute discretion determine but so that no shares shall be issued at a discount to their nominal value. In particularand without prejudice to the generality of the foregoing, the Board is hereby empowered to authorize by resolution or resolutions fromtime to time the issuance of one or more classes or series of preferred shares and to fix the designations, powers, preferences and relative,participating, optional and other rights, if any, and the qualifications, limitations and restrictions thereof, if any, including, withoutlimitation, the number of shares constituting each such class or series, dividend rights, conversion rights, redemption privileges, votingpowers, full or limited or no voting powers, and liquidation preferences, and to increase or decrease the size of any such class or series(but not below the number of shares of any class or series of preferred shares then outstanding) to the extent permitted by the Act. Withoutlimiting the generality of the foregoing, the resolution or resolutions providing for the establishment of any class or series of preferredshares may, to the extent permitted by law, provide that such class or series shall be superior to, rank equally with or be junior tothe preferred shares of any other class or series.

(2) Neitherthe Company nor the Board shall be obliged, when making or granting any allotment of, offer of, option over or disposal of shares, tomake, or make available, any such allotment, offer, option or shares to Members or others with registered addresses in any particularterritory or territories being a territory or territories where, in the absence of a registration statement or other special formalities,this would or might, in the opinion of the Board, be unlawful or impracticable. Members affected as a result of the foregoing sentenceshall not be, or be deemed to be, a separate class of members for any purpose whatsoever. Except as otherwise expressly provided in theresolution or resolutions providing for the establishment of any class or series of preferred shares, no vote of the holders of preferredshares or ordinary shares shall be a prerequisite to the issuance of any shares of any class or series of the preferred shares authorizedby and complying with the conditions of the Memorandum and Articles of Association.

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(3) TheBoard may issue options, warrants or convertible securities or securities of similar nature conferring the right upon the holders thereofto subscribe for, purchase or receive any class of shares or securities in the capital of the Company on such terms as it may from timeto time determine.

14. TheCompany may in connection with the issue of any shares exercise all powers of paying commission and brokerage conferred or permitted bythe Act. Subject to the Act, the commission may be satisfied by the payment of cash or by the allotment of fully or partly paid sharesor partly in one and partly in the other.

15. Exceptas required by law, no person shall be recognised by the Company as holding any share upon any trust and the Company shall not be boundby or required in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in anyshare or any fractional part of a share or (except only as otherwise provided by these Articles or by law) any other rights in respectof any share except an absolute right to the entirety thereof in the registered holder.

16. Subjectto the Act and these Articles, the Board may at any time after the allotment of shares but before any person has been entered in the Registeras the holder, recognise a renunciation thereof by the allottee in favour of some other person and may accord to any allottee of a sharea right to effect such renunciation upon and subject to such terms and conditions as the Board considers fit to impose.

SHARE CERTIFICATES

17. Everyshare certificate shall be issued under the Seal or a facsimile thereof or with the Seal printed thereon and shall specify the numberand class and distinguishing numbers (if any) of the shares to which it relates, and the amount paid up thereon and may otherwise be insuch form as the Directors may from time to time determine. No certificate shall be issued representing shares of more than one class.The Board may by resolution determine, either generally or in any particular case or cases, that any signatures on any such certificates(or certificates in respect of other securities) need not be autographic but may be affixed to such certificates by some mechanical meansor may be printed thereon.

18. (1)In the case of a share held jointly by several persons, the Company shall not be bound to issue more than one certificate therefor anddelivery of a certificate to one of several joint holders shall be sufficient delivery to all such holders.

(2) Wherea share stands in the names of two or more persons, the person first named in the Register shall as regards service of notices and, subjectto the provisions of these Articles, all or any other matters connected with the Company, except the transfer of the shares, be deemedthe sole holder thereof.

19. TheCompany is not obliged to issue a share certificate to a Member unless the Member requests it in writing from the Company. Every personwhose name is entered, upon an allotment of shares, as a Member in the Register shall be entitled without payment, to receive one certificatefor all such shares of any one class or several certificates each for one or more of such shares of such class upon payment for everycertificate after the first of such reasonable out-of-pocket expenses as the Board from time to time determines.

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20. Sharecertificates shall be issued within the relevant time limit as prescribed by the Act or as the Designated Stock Exchange may from timeto time determine, whichever is the shorter, after allotment or, except in the case of a transfer which the Company is for the time beingentitled to refuse to register and does not register, after lodgment of a transfer with the Company. Every share certificate of the Companyshall bear legends required under the applicable laws, including the Securities Act.

21. (1)Upon every transfer of shares the certificate held by the transferor shall be given up to be cancelled, and shall forthwith be cancelledaccordingly, and a new certificate shall be issued to the transferee in respect of the shares transferred to him at such fee as is providedin paragraph (2) of this Article 21. If any of the shares included in the certificate so given up shall be retained by the transferora new certificate for the balance shall be issued to him at the aforesaid fee payable by the transferor to the Company in respect thereof.

(2) Thefee referred to in paragraph (1) above shall be an amount not exceeding the relevant maximum amount as the Designated Stock Exchange mayfrom time to time determine provided that the Board may at any time determine a lower amount for such fee.

22. Ifa share certificate shall be damaged or defaced or alleged to have been lost, stolen or destroyed a new certificate representing the sameshares may be issued to the relevant Member upon request and on payment of such fee as the Board may determine and, subject to compliancewith such terms (if any) as to evidence and indemnity and to payment of the costs and reasonable out-of-pocket expenses of the Companyin investigating such evidence and preparing such indemnity as the Board may think fit and, in case of damage or defacement, on deliveryof the old certificate to the Company provided always that where share warrants have been issued, no new share warrant shall be issuedto replace one that has been lost unless the Board has determined that the original has been destroyed.

LIEN

23. TheCompany shall have a first and paramount lien on every share (not being a fully paid share) for all moneys (whether presently payableor not) called or payable at a fixed time in respect of that share. The Company shall also have a first and paramount lien on every share(not being a fully paid share) registered in the name of a Member (whether or not jointly with other Members) for all amounts of moneypresently payable by such Member or his estate to the Company whether the same shall have been incurred before or after notice to theCompany of any equitable or other interest of any person other than such member, and whether the period for the payment or discharge ofthe same shall have actually become due or not, and notwithstanding that the same are joint debts or liabilities of such Member or hisestate and any other person, whether a Member or not. The Company’s lien on a share shall extend to all dividends or other moneyspayable thereon or in respect thereof. The Board may at any time, generally or in any particular case, waive any lien that has arisenor declare any share exempt in whole or in part, from the provisions of this Article 23.

24. Subjectto these Articles, the Company may sell in such manner as the Board determines any share on which the Company has a lien, but no saleshall be made unless some sum in respect of which the lien exists is presently payable, or the liability or engagement in respect of whichsuch lien exists is liable to be presently fulfilled or discharged nor until the expiration of fourteen (14) clear days after a noticein writing, stating and demanding payment of the sum presently payable, or specifying the liability or engagement and demanding fulfilmentor discharge thereof and giving notice of the intention to sell in default, has been served on the registered holder for the time being of theshare or the person entitled thereto by reason of his death or bankruptcy.

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25. Thenet proceeds of the sale shall be received by the Company and applied in or towards payment or discharge of the debt or liability in respectof which the lien exists, so far as the same is presently payable, and any residue shall (subject to a like lien for debts or liabilitiesnot presently payable as existed upon the share prior to the sale) be paid to the person entitled to the share at the time of the sale.To give effect to any such sale the Board may authorise some person to transfer the shares sold to the purchaser thereof. The purchasershall be registered as the holder of the shares so transferred and he shall not be bound to see to the application of the purchase money,nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings relating to the sale.

CALLS ON SHARES

26. Subjectto these Articles and to the terms of allotment, the Board may from time to time make calls upon the Members in respect of any moneysunpaid on their shares (whether on account of the nominal value of the shares or by way of premium), and each Member shall (subject tobeing given at least fourteen (14) clear days’ Notice specifying the time and place of payment) pay to the Company as required bysuch notice the amount called on his shares. A call may be extended, postponed or revoked in whole or in part as the Board determinesbut no Member shall be entitled to any such extension, postponement or revocation except as a matter of grace and favour.

27. Acall shall be deemed to have been made at the time when the resolution of the Board authorising the call was passed and may be made payableeither in one lump sum or by instalments.

28. Aperson upon whom a call is made shall remain liable for calls made upon him notwithstanding the subsequent transfer of the shares in respectof which the call was made. The joint holders of a share shall be jointly and severally liable to pay all calls and instalments due inrespect thereof or other moneys due in respect thereof.

29. Ifa sum called in respect of a share is not paid before or on the day appointed for payment thereof, the person from whom the sum is dueshall pay interest on the amount unpaid from the day appointed for payment thereof to the time of actual payment at such rate (not exceedingtwenty per cent. (20%) per annum) as the Board may determine, but the Board may in its absolute discretion waive payment of such interestin whole or in part.

30. NoMember shall be entitled to receive any dividend or bonus or to be present and vote (save as proxy for another Member) at any generalmeeting either personally or by proxy, or be reckoned in a quorum, or exercise any other privilege as a Member until all calls or instalmentsdue by him to the Company, whether alone or jointly with any other person, together with interest and expenses (if any) shall have beenpaid.

31. Onthe trial or hearing of any action or other proceedings for the recovery of any money due for any call, it shall be sufficient to provethat the name of the Member sued is entered in the Register as the holder, or one of the holders, of the shares in respect of which suchdebt accrued, that the resolution making the call is duly recorded in the minute book, and that notice of such call was duly given tothe Member sued, in pursuance of these Articles; and it shall not be necessary to prove the appointment of the Directors who made suchcall, nor any other matters whatsoever, but the proof of the mattersaforesaid shall be conclusive evidence of the debt.

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32. Anyamount payable in respect of a share upon allotment or at any fixed date, whether in respect of nominal value or premium or as an instalmentof a call, shall be deemed to be a call duly made and payable on the date fixed for payment and if it is not paid the provisions of theseArticles shall apply as if that amount had become due and payable by virtue of a call duly made and notified.

33. Onthe issue of shares the Board may differentiate between the allottees or holders as to the amount of calls to be paid and the times ofpayment.

34. TheBoard may, if it thinks fit, receive from any Member willing to advance the same, and either in money or money’s worth, all or anypart of the moneys uncalled and unpaid or instalments payable upon any shares held by him and upon all or any of the moneys so advanced(until the same would, but for such advance, become presently payable) pay interest at such rate (if any) as the Board may decide. TheBoard may at any time repay the amount so advanced upon giving to such Member not less than one (1) month’s Notice of its intentionin that behalf, unless before the expiration of such notice the amount so advanced shall have been called up on the shares in respectof which it was advanced. Such payment in advance shall not entitle the holder of such share or shares to participate in respect thereofin a dividend subsequently declared.

FORFEITURE OF SHARES

35.(1) If a call remains unpaid after it has become due and payable the Board may give to the person from whom it is due not less than fourteen(14) clear days’ Notice:

(2) If the requirementsof any such Notice are not complied with, any share in respect of which such Notice has been given may at any time thereafter, beforepayment of all calls and interest due in respect thereof has been made, be forfeited by a resolution of the Board to that effect, andsuch forfeiture shall include all dividends and bonuses declared in respect of the forfeited share but not actually paid before the forfeiture.

36. Whenany share has been forfeited, notice of the forfeiture shall be served upon the person who was before forfeiture the holder of the share.No forfeiture shall be invalidated by any omission or neglect to give such Notice.

37. TheBoard may accept the surrender of any share liable to be forfeited hereunder and, in such case, references in these Articles to forfeiturewill include surrender.

38. Anyshare so forfeited shall be deemed the property of the Company and may be sold, re-allotted or otherwise disposed of to such person, uponsuch terms and in such manner as the Board determines, and at any time before asale, re-allotment or disposition the forfeiture may be annulled by the Board on such terms as the Board determines.

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39. Aperson whose shares have been forfeited shall cease to be a Member in respect of the forfeited shares but nevertheless shall remain liableto pay the Company all moneys which at the date of forfeiture were presently payable by him to the Company in respect of the shares, with(if the Board shall in its discretion so requires) interest thereon from the date of forfeiture until payment at such rate (not exceedingtwenty per cent. (20%) per annum) as the Board shall determine. The Board may enforce payment thereof if it thinks fit, and without anydeduction or allowance for the value of the forfeited shares, at the date of forfeiture, but his liability shall cease if and when theCompany shall have received payment in full of all such moneys in respect of the shares. For the purposes of this Article 39 any sum which,by the terms of issue of a share, is payable thereon at a fixed time which is subsequent to the date of forfeiture, whether on accountof the nominal value of the share or by way of premium, shall notwithstanding that time has not yet arrived be deemed to be payable atthe date of forfeiture, and the same shall become due and payable immediately upon the forfeiture, but interest thereon shall only bepayable in respect of any period between the said fixed time and the date of actual payment.

40. Adeclaration by a Director or the Secretary that a share has been forfeited on a specified date shall be conclusive evidence of the factstherein stated as against all persons claiming to be entitled to the share, and such declaration shall (subject to the execution of aninstrument of transfer by the Company if necessary) constitute a good title to the share, and the person to whom the share is disposedof shall be registered as the holder of the share and shall not be bound to see to the application of the consideration (if any), norshall his title to the share be affected by any irregularity in or invalidity of the proceedings in reference to the forfeiture, saleor disposal of the share. When any share shall have been forfeited, notice of the declaration shall be given to the Member in whose nameit stood immediately prior to the forfeiture, and an entry of the forfeiture, with the date thereof, shall forthwith be made in the Register,but no forfeiture shall be in any manner invalidated by any omission or neglect to give such notice or make any such entry.

41. Notwithstandingany such forfeiture as aforesaid the Board may at any time, before any shares so forfeited shall have been sold, re-allotted or otherwisedisposed of, permit the shares forfeited to be bought back upon the terms of payment of all calls and interest due upon and expenses incurredin respect of the share, and upon such further terms (if any) as it thinks fit.

42. Theforfeiture of a share shall not prejudice the right of the Company to any call already made or instalment payable thereon.

43. Theprovisions of these Articles as to forfeiture shall apply in the case of non-payment of any sum which, by the terms of issue of a share,becomes payable at a fixed time, whether on account of the nominal value of the share or by way of premium, as if the same had been payableby virtue of a call duly made and notified.

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REGISTER OF MEMBERS

44. (1) The Company shall keep in one or more booksa Register of its Members and shall enter therein the following particulars, that is to say:

(2) The Companymay keep an overseas or local or other branch register of Members resident in any place, and the Board may make and vary such regulationsas it determines in respect of the keeping of any such register and maintaining a Registration Office in connection therewith.

45. TheRegister and branch register of Members, as the case may be, shall be open to inspection for such times and on such days as the Boardshall determine by Members without charge or by any other person, upon a maximum payment of $2.50 or such other sum specified by the Board,at the Office or Registration Office or such other place at which the Register is kept in accordance with the Act. The Register includingany overseas or local or other branch register of Members may, after compliance with any notice requirements of the Designated Stock Exchangeor by any electronic means in such manner as may be accepted by the Designated Stock Exchange to that effect, be closed for inspectionat such times or for such periods not exceeding in the whole thirty (30) days in each year as the Board may determine and either generallyor in respect of any class of shares.

RECORD DATES

46. Forthe purpose of determining the Members entitled to notice of or to vote at any general meeting, or any adjournment thereof, or entitledto express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distributionor allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of shares or for the purposeof any other lawful action, the Board may fix, in advance, a date as the record date for any such determination of Members, which dateshall not be more than sixty (60) days nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days priorto any other such action.

If the Boarddoes not fix a record date for any general meeting, the record date for determining the Members entitled to a notice of or to vote atsuch meeting shall be at the close of business on the day next preceding the day on which notice is given, or, if in accordance with theseArticles notice is waived, at the close of business on the day next preceding the day on which the meeting is held. The record date fordetermining the Members for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relatingthereto.

A determinationof the Members of record entitled to notice of or to vote at a meeting of the Members shall apply to any adjournment of the meeting; provided,however, that the Board may fix a new record date for the adjourned meeting.

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TRANSFER OF SHARES

47. (1)Subject to these Articles, including, without limitation, in the case of Class B Ordinary Shares, Article 10(c), any Member may transferall or any of his shares by an instrument of transfer in the usual or common form or in a form prescribed by the Designated Stock Exchangeor in any other form approved by the Board and may be under hand or, if the transferor or transferee is a clearing house or a centraldepository house or its nominee(s), by hand or by machine imprinted signature or by such other manner of execution as the Board may approvefrom time to time.

(2) Notwithstandingthe provisions of subparagraph (1) above, for so long as any shares are listed on the Designated Stock Exchange, titles to such listedshares may be evidenced and transferred in accordance with the laws applicable to and the rules and regulations of the Designated StockExchange that are or shall be applicable to such listed shares. The register of members of the Company in respect of its listed shares(whether the Register or a branch register) may be kept by recording the particulars required by Section 40 of the Act in a form otherwisethan legible if such recording otherwise complies with the laws applicable to and the rules and regulations of the Designated Stock Exchangethat are or shall be applicable to such listed shares.

48. Theinstrument of transfer shall be executed by or on behalf of the transferor and the transferee provided that the Board may dispense withthe execution of the instrument of transfer by the transferee in any case which it thinks fit in its discretion to do so. Without prejudiceto Article 47, the Board may also resolve, either generally or in any particular case, upon request by either the transferor or transferee,to accept mechanically executed transfers. The transferor shall be deemed to remain the holder of the share until the name of the transfereeis entered in the Register in respect thereof. Nothing in these Articles shall preclude the Board from recognising a renunciation of theallotment or provisional allotment of any share by the allottee in favour of some other person.

49. (1)The Board may, in its absolute discretion, and without giving any reason therefor, refuse to register a transfer of any share (not beinga fully paid up share) to a person of whom it does not approve, or any share issued under any share incentive scheme for employees uponwhich a restriction on transfer imposed thereby still subsists, and it may also, without prejudice to the foregoing generality, refuseto register a transfer of any share to more than four joint holders or a transfer of any share (not being a fully paid up share) on whichthe Company has a lien.

(2) TheBoard in so far as permitted by any applicable law may, in its absolute discretion, at any time and from time to time transfer any shareupon the Register to any branch register or any share on any branch register to the Register or any other branch register. In the eventof any such transfer, the shareholder requesting such transfer shall bear the cost of effecting the transfer unless the Board otherwisedetermines.

(3) Unlessthe Board otherwise agrees (which agreement may be on such terms and subject to such conditions as the Board in its absolute discretionmay from time to time determine, and which agreement the Board shall, without giving any reason therefor, be entitled in its absolutediscretion to give or withhold), no shares upon the Register shall be transferred to any branch register nor shall shares on any branchregister be transferred to the Register or any other branch register and all transfers and other documents of title shall be lodged forregistration, and registered, in the case of any shares on a branch register, at the relevant Registration Office, and, in the case ofany shares on the Register, at the Office or such other place at which the Register is kept in accordance with the Act.

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50. Withoutlimiting the generality of the Article 49, the Board may decline to recognise any instrument of transfer unless:-

51. Ifthe Board refuses to register a transfer of any share, it shall, within two months after the date on which the transfer was lodged withthe Company, send to each of the transferor and transferee notice of the refusal.

52. Theregistration of transfers of shares or of any class of shares may, after compliance with any notice requirement of the Designated StockExchange, be suspended at such times and for such periods (not exceeding in the whole thirty (30) days in any year) as the Board may determine.The period of thirty (30) days may be extended for a further period or periods not exceeding thirty (30) days in respect of any year ifapproved by the Members by ordinary resolution.

TRANSMISSION OF SHARES

53. Ifa Member dies, the survivor or survivors where the deceased was a joint holder, and his legal personal representatives where he was asole or only surviving holder, will be the only persons recognised by the Company as having any title to his interest in the shares; butnothing in this Article will release the estate of a deceased Member (whether sole or joint) from any liability in respect of any sharewhich had been solely or jointly held by him.

54. Anyperson becoming entitled to a share in consequence of the death or bankruptcy or winding-up of a Member may, upon such evidence as tohis title being produced as may be required by the Board, elect either to become the holder of the share or to have some person nominatedby him registered as the transferee thereof. If he elects to become the holder he shall notify the Company in writing either at the RegistrationOffice or the Office, as the case may be, to that effect. If he elects to have another person registered he shall execute a transfer ofthe share in favour of that person. The provisions of these Articles relating to the transfer and registration of transfers of sharesshall apply to such notice or transfer as aforesaid as if the death or bankruptcy of the Member had not occurred and the notice or transferwere a transfer signed by such Member.

55. Aperson becoming entitled to a share by reason of the death or bankruptcy or winding-up of a Member shall be entitled to the same dividendsand other advantages to which he would be entitled if he were the registered holder of the share. However, the Board may, if it thinks fit, withhold the paymentof any dividend payable or other advantages in respect of such share until such person shall become the registered holder of the shareor shall have effectually transferred such share, but, subject to the requirements of Article 76(2) being met, such a person may voteat meetings.

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UNTRACEABLE MEMBERS

56. (1)Without prejudice to the rights of the Company under paragraph (2) of this Article 56, the Company may cease sending cheques for dividendentitlements or dividend warrants by post if such cheques or warrants have been left uncashed on two consecutive occasions. However, theCompany may exercise the power to cease sending cheques for dividend entitlements or dividend warrants after the first occasion on whichsuch a cheque or warrant is returned undelivered.

(2) TheCompany shall have the power to sell, in such manner as the Board thinks fit, any shares of a Member who is untraceable, but no such saleshall be made unless:

For the purposeof the foregoing, the “relevant period” means the period commencing twelve (12) years before the date of publication of theadvertisement referred to in paragraph (c) of this Article and ending at the expiry of the period referred to in that paragraph.

(3) Togive effect to any such sale the Board may authorise some person to transfer the said shares and an instrument of transfer signed or otherwiseexecuted by or on behalf of such person shall be as effective as if it had been executed by the registered holder or the person entitledby transmission to such shares, and the purchaser shall not be bound to see to the application of the purchase money nor shall his titleto the shares be affected by any irregularity or invalidity in the proceedings relating to the sale. The net proceeds of the sale willbelong to the Company and upon receipt by the Company of such net proceeds it shall become indebted to the former Member for an amountequal to such net proceeds. No trust shall be created in respect of such debt and no interest shall be payable in respect of it and theCompany shall not be required to account for any money earned from the net proceeds which may be employed in the business of the Companyor as it thinks fit. Any sale under this Article shall be valid and effective notwithstanding thatthe Member holding the shares sold is dead, bankrupt or otherwise under any legal disability or incapacity.

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GENERAL MEETINGS

57. TheCompany shall, if required by the Statute, in each year hold a general meeting as its annual general meeting, and shall specify the meetingas such in the notices calling it. An annual general meeting of the Company shall be held at such time and place as may be determinedby the Board.

58. Eachgeneral meeting, other than an annual general meeting, shall be called an extraordinary general meeting. All General meetings (includingan annual general meeting, any adjourned general meeting or postponed meeting) may be held as a physical meeting at such times and inany part of the world and at one or more locations as provided in Article 65A, as a hybrid meeting or as an electronic meeting, as maybe determined by the Board in its absolute discretion.

59. Amajority of the Board or the Chairman of the Board may call extraordinary general meetings, which extraordinary general meetings shallbe held at such times and locations (as permitted hereby) as such person or persons shall determine. Any one or more Members holding notless than one-third of all votes attaching to the total issued and paid up share capital of the Company at the date of deposit of therequisition shall at all times have the right, by written requisition to the Board or the Secretary of the Company, to require an extraordinarygeneral meeting to be called by the Board for the transaction of any business specified in such requisition; and such meeting shall beheld within two (2) months after the deposit of such requisition. If within twenty one (21) days of such deposit the Board fails to proceedto convene such meeting the requisitionist(s) himself (themselves) may do so in the same manner, and all reasonable expenses incurredby the requisitionist(s) as a result of the failure of the Board shall be reimbursed to the requisitionist(s) by the Company.

NOTICE OF GENERAL MEETINGS

60. (1)An annual general meeting and any extraordinary general meeting may be called by not less than five (5) clear days’ Notice but ageneral meeting may be called by shorter notice, subject to the Act, if it is so agreed:

(2) The noticeshall specify (a) the time and place of the meeting, (b) save for an electronic meeting, the place of the meeting and if there is morethan one meeting location as determined by the Board pursuant to Article 65A, the principal place of the meeting (the “PrincipalMeeting Place”), (c) if the general meeting is to be a hybrid meeting or an electronic meeting, the Notice shall include a statementto that effect and with details of the electronic facilities for attendance and participationby electronic means at the meeting or where such details will be made available by the Company prior to the meeting, and (d) in case ofspecial business, the general nature of the business. The notice convening an annual general meeting shall specify the meeting as such.Notice of every general meeting shall be given to all Members other than to such Members as, under the provisions of these Articles orthe terms of issue of the shares they hold, are not entitled to receive such notices from the Company, to all persons entitled to a sharein consequence of the death or bankruptcy or winding-up of a Member and to each of the Directors.

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61. Theaccidental omission to give Notice of a meeting or (in cases where instruments of proxy are sent out with the Notice) to send such instrumentof proxy to, or the non-receipt of such Notice or such instrument of proxy by, any person entitled to receive such Notice shall not invalidateany resolution passed or the proceedings at that meeting.

PROCEEDINGS AT GENERAL MEETINGS

62. (1)All business shall be deemed special that is transacted at an extraordinary general meeting, and also all business that is transactedat an annual general meeting, with the exception of:

(2) No businessother than the appointment of a chairman of a meeting shall be transacted at any general meeting unless a quorum is present at the commencementof the business. At any general meeting of the Company, two (2) Members entitled to vote and present throughout the meeting in personor by proxy or (in the case of a Member being a corporation) by its duly authorised representative representing not less than one-fifthof the total voting rights of all Members having the right to vote at the general meeting shall form a quorum for all purposes.

63. Ifwithin thirty (30) minutes (or such longer time not exceeding one hour as the chairman of the meeting may determine to wait) after thetime appointed for the meeting a quorum is not present, the meeting shall stand adjourned to the same time on the next [business] dayor the earliest date that the Board determines, at the same time and (where applicable) same place(s) or to such time and (where applicable)such place(s) and in such form and manner referred to in Article 58 as the Board may absolutely determine. If at such adjourned meetinga quorum is not present within half an hour from the time appointed for holding the meeting, the members present shall be the quorum.

64. (1)The Chairman of the Board shall preside as chairman at every general meeting. If at any meeting the chairman is not present within fifteen(15) minutes after the time appointed for holding the meeting, or is not willing to act as chairman, the Directors present shall chooseone of their number to act, or if one Director only is present he shall preside as chairman if willing to act. If no Director is present,or if each of the Directors present declines to take the chair, or if the chairman chosen shall retire from the chair, the Members presentin person or by its duly authorised representative or by proxy and entitled to vote shall elect one of their number to be chairman.

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(2) Ifthe chairman of a general meeting is participating in the general meeting using an electronic facility or facilities and becomes unableto participate in the general meeting using such electronic facility or facilities, another person (determined in accordance with Article64(1) above) shall preside as chairman of the meeting unless and until the original chairman of the meeting is able to participate inthe general meeting using the electronic facility or facilities

65. Thechairman may adjourn the meeting from time to time (or indefinitely) and/or from place to place(s) and/or from one form to another (aphysical meeting, a hybrid meeting or an electronic meeting), but no business shall be transacted at any adjourned meeting other thanthe business which might lawfully have been transacted at the meeting had the adjournment not taken place. When a meeting is adjournedfor fourteen (14) days or more, at least five (5) clear days’ notice of the adjourned meeting shall be given specifying the timeand place of the adjourned meeting but it shall not be necessary to specify in such notice the nature of the business to be transactedat the adjourned meeting and the general nature of the business to be transacted. Save as aforesaid, it shall be unnecessary to give noticeof an adjournment.

65A. (1) The Board may, at its absolutediscretion, arrange for persons entitled to attend a general meeting to do so by simultaneous attendance and participation by means ofelectronic facilities at such location or locations (“Meeting Location(s)”) determined by the Board at its absolutediscretion. Any Member or any proxy attending and participating in such way or any Member or proxy attending and participating in an electronicmeeting or a hybrid meeting by means of electronic facilities is deemed to be present at and shall be counted in the quorum of the meeting.

(2) Allgeneral meetings are subject to the following and, where appropriate, all references to a “Member” or “Members”in this sub-paragraph (2) shall include a proxy or proxies respectively:

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65B. The Board and, at anygeneral meeting, the chairman of the meeting may from time to time make arrangements for managing attendance and/or participationand/or voting at the Principal Meeting Place, any Meeting Location(s) and/or participation in an electronic meeting or a hybridmeeting by means of electronic facilities (whether involving the issue of tickets or some other means of identification, passcode,seat reservation, electronic voting or otherwise) as it shall in its absolute discretion consider appropriate, and may from time totime change any such arrangements, provided that a Member who, pursuant to such arrangements, is not entitled to attend, in personor by proxy, at any Meeting Location shall be entitled so to attend at one of the other Meeting Locations; and the entitlement ofany Member so to attend the meeting or adjourned meeting or postponed meeting at such Meeting Location or Meeting Locations shall besubject to any such arrangement as may be for the time being in force and by the Notice of meeting or adjourned meeting or postponedmeeting stated to apply to the meeting.

65C. If it appears to thechairman of the general meeting that:

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then, without prejudice to any otherpower which the chairman of the meeting may have under these Articles or at common law, the chairman may, at his/her absolute discretion,without the consent of the meeting, and before or after the meeting has started and irrespective of whether a quorum is present, interruptor adjourn the meeting (including adjournment for indefinite period). All business conducted at the meeting up to the time of such adjournmentshall be valid.

65D. The Board and, at any generalmeeting, the chairman of the meeting may make any arrangement and impose any requirement or restriction the Board or the chairman of themeeting, as the case may be, considers appropriate to ensure the security and orderly conduct of a meeting (including, without limitation,requirements for evidence of identity to be produced by those attending the meeting, the searching of their personal property and therestriction of items that may be taken into the meeting place, determining the number and frequency of and the time allowed for questionsthat may be raised at a meeting). Members shall also comply with all requirements or restrictions imposed by the owner of the premisesat which the meeting is held. Any decision made under this Article shall be final and conclusive and a person who refuses to comply withany such arrangements, requirements or restrictions may be refused entry to the meeting or ejected (physically or electronically) fromthe meeting.

65E. If, after the sending ofNotice of a general meeting but before the meeting is held, or after the adjournment of a meeting but before the adjourned meetingis held (whether or not Notice of the adjourned meeting is required), the Directors, in their absolute discretion, consider that itis inappropriate, impracticable, unreasonable or undesirable for any reason to hold the general meeting on the date or at the timeor place or by means of electronic facilities specified in the Notice calling the meeting, they may change or postpone the meetingto another date, time and/or place and/or change the electronic facilities and/or change the form of the meeting (a physicalmeeting, an electronic meeting or a hybrid meeting) without approval from the Members. Without prejudice to the generality of theforegoing, the Directors shall have the power to provide in every Notice calling a general meeting the circumstances in which apostponement of the relevant general meeting may occur automatically without further notice, including without limitation where anumber 8 or higher typhoon signal, black rainstorm warning or other similar event is in force at any time on the day of the meeting.This Article shall be subject to the following:

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65F. All persons seeking toattend and participate in an electronic meeting or a hybrid meeting shall be responsible for maintaining adequate facilities toenable them to do so. Subject to Article 65C, any inability of a person or persons to attend or participate in a general meeting byway of electronic facilities shall not invalidate the proceedings of and/or resolutions passed at that meeting.

65G. Without prejudice to otherprovisions in Article 65, a physical meeting may also be held by means of such telephone, electronic or other communication facilitiesas permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and participationin such a meeting shall constitute presence in person at such meeting

66. Ifan amendment is proposed to any resolution under consideration but is in good faith ruled out of order by the chairman of the meeting,the proceedings on the substantive resolution shall not be invalidated by any error in such ruling. In the case of a resolution duly proposedas a special resolution, no amendment thereto (other than a mere clerical amendment to correct a patent error) may in any event be consideredor voted upon.

VOTING

67. (1) Holders of Class A Ordinary Shares and Class B Ordinary Shares have the right to receive notice of, attend, speak and vote at general meetings of the Company. Except as required by applicable law and subject to these Articles, holders of Class A Ordinary Shares and Class B Ordinary Shares shall at all times vote together as one class on all matters submitted to a vote of the Members.

(2) Subjectto any special rights or restrictions as to voting for the time being attached to any shares by or in accordance with these Articles,at any general meeting on a show of hands or on a poll:

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(3) Noamount paid up or credited as paid up on a share in advance of calls or instalments is treated for the foregoing purposes as paid up onthe share.

(4) Notwithstandinganything contained in these Articles, where more than one proxy is appointed by a Member which is a clearing house or a central depositoryhouse (or its nominee(s)), each such proxy shall have one vote on a show of hands. A resolution put to the vote of a meeting shall bedecided by way of a poll save that in the case of a physical meeting, the chairman of the meeting may decide that a vote be on a showof hands unless voting by way of a poll is required by the rules and regulations of the Designated Stock Exchange or (before or on thedeclaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is demanded:

A demand by aperson as proxy for a Member or in the case of a Member being a corporation by its duly authorised representative shall be deemed to bethe same as a demand by a Member. Votes (whether on a show of hands or by way of poll) may be cast by such means, electronic or otherwise,as the Directors or the chairman of the meeting may determine.

68. Unlessa poll is duly demanded and the demand is not withdrawn, a declaration by the chairman that a resolution has been carried, or carriedunanimously, or by a particular majority, or not carried by a particular majority, or lost, and an entry to that effect made in the minutebook of the Company, shall be conclusive evidence of the facts without proof of the number or proportion of the votes recorded for oragainst the resolution.

69. Ifa poll is duly demanded the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. TheCompany shall only be required to disclose the voting figures on a poll if such disclosure is required by the rules and regulations ofthe Designated Stock Exchange.

70. Apoll demanded on the election of a chairman, or on a question of adjournment, shall be taken forthwith. A poll demanded on any other questionshall be taken in such manner (including the use of ballot or voting papers or tickets) and either forthwith or at such time (being notlater than thirty (30) days after the date of the demand) and place as the chairman directs. It shall not be necessary (unlessthe chairman otherwise directs) for notice to be given of a poll not taken immediately.

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71. Thedemand for a poll shall not prevent the continuance of a meeting or the transaction of any business other than the question on which thepoll has been demanded, and, with the consent of the chairman, it may be withdrawn at any time before the close of the meeting or thetaking of the poll, whichever is the earlier.

72.On a poll votes may be given either personally or by proxy.

73. Aperson entitled to more than one vote on a poll need not use all his votes or cast all the votes he uses in the same way.

74. Allquestions submitted to a meeting shall be decided by a simple majority of votes except where a greater majority is required by these Articles,by the Act or the rules and regulations of the Designated Stock Exchange. In the case of an equality of votes, whether on a show of handsor on a poll, the chairman of such meeting shall be entitled to a second or casting vote in addition to any other vote he may have.

75. Wherethere are joint holders of any share any one of such joint holders may vote, either in person or by proxy, in respect of such share asif he were solely entitled thereto, but if more than one of such joint holders be present at any meeting the vote of the senior holderwho tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and forthis purpose seniority shall be determined by the order in which the names stand in the Register in respect of the joint holding. Severalexecutors or administrators of a deceased Member in whose name any share stands shall for the purposes of this Article be deemed jointholders thereof.

76. (1)A Member who is a patient for any purpose relating to mental health or in respect of whom an order has been made by any court having jurisdictionfor the protection or management of the affairs of persons incapable of managing their own affairs may vote, whether on a show of handsor on a poll, by his receiver, committee, curator bonis or other person in the nature of a receiver, committee or curator bonisappointed by such court, and such receiver, committee, curator bonis or other person may vote on a poll by proxy, and may otherwiseact and be treated as if he were the registered holder of such shares for the purposes of general meetings, provided that such evidenceas the Board may require of the authority of the person claiming to vote shall have been deposited at the Office, head office or RegistrationOffice, as appropriate, not less than forty-eight (48) hours before the time appointed for holding the meeting, or adjourned meeting orpostponed meeting, or poll, as the case may be.

(2) Anyperson entitled under Article 54 to be registered as the holder of any shares may vote at any general meeting in respect thereof in thesame manner as if he were the registered holder of such shares, provided that forty-eight (48) hours at least before the time of the holdingof the meeting or adjourned meeting or postponed meeting, as the case may be, at which he proposes to vote, he shall satisfy the Boardof his entitlement to such shares, or the Board shall have previously admitted his right to vote at such meeting in respect thereof.

77. NoMember shall, unless the Board otherwise determines, be entitled to attend and vote and to be reckoned in a quorum at any general meetingunless he is duly registered and all calls or other sums presently payable by him in respect of shares in the Company have been paid.

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78.If:

the objectionor error shall not vitiate the decision of the meeting or adjourned meeting on any resolution unless the same is raised or pointed outat the meeting or, as the case may be, the adjourned meeting at which the vote objected to is given or tendered or at which the erroroccurs. Any objection or error shall be referred to the chairman of the meeting and shall only vitiate the decision of the meeting onany resolution if the chairman decides that the same may have affected the decision of the meeting. The decision of the chairman on suchmatters shall be final and conclusive.

PROXIES

79. AnyMember entitled to attend and vote at a meeting of the Company shall be entitled to appoint another person as his proxy to attend andvote instead of him. A Member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on hisbehalf at a general meeting of the Company or at a class meeting. A proxy need not be a Member. In addition, a proxy or proxies representingeither a Member who is an individual or a Member which is a corporation shall be entitled to exercise the same powers on behalf of theMember which he or they represent as such Member could exercise.

80. Theinstrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, ifthe appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign thesame. In the case of an instrument of proxy purporting to be signed on behalf of a corporation by an officer thereof it shall be assumed,unless the contrary appears, that such officer was duly authorised to sign such instrument of proxy on behalf of the corporation withoutfurther evidence of the facts.

81. (1) The Company may, atits absolute discretion, provide an electronic address for the receipt of any document or information relating to proxies for ageneral meeting (including any instrument of proxy or invitation to appoint a proxy, any document necessary to show the validity of,or otherwise relating to, an appointment of proxy (whether or not required under these Articles) and notice of termination of theauthority of a proxy). If such an electronic address is provided, the Company shall be deemed to have agreed that any such documentor information (relating to proxies as aforesaid) may be sent by electronic means to that address, subject as hereafter provided andsubject to any other limitations or conditions specified by the Company when providing the address. Without limitation, the Companymay from time to time determine that any such electronic address may be used generally for such matters or specifically forparticular meetings or purposes and, if so, the Company may provide different electronic addresses for different purposes. TheCompany may also impose any conditions on the transmission of and its receipt of such electronic communications including, for theavoidance of doubt, imposing any security or encryption arrangements as may be specified by the Company. If any document orinformation required to be sent to the Company under this Article is sent to the Companyby electronic means, such document or information is not treated as validly delivered to or deposited with the Company if the same isnot received by the Company at its designated electronic address provided in accordance with this Article or if no electronic addressis so designated by the Company for the receipt of such document or information.

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(2) Theinstrument appointing a proxy and (if required by the Board) the power of attorney or other authority (if any) under which it is signed,or a certified copy of such power or authority, shall be delivered to such place or one of such places (if any) as may be specified forthat purpose in or by way of note to or in any document accompanying the notice convening the meeting (or, if no place is so specifiedat the Registration Office or the Office, as may be appropriate) , or if the Company has provided an electronic address in accordancewith the preceding paragraph, shall be received at the electronic address specified, not less than forty-eight (48) hours before the timeappointed for holding the meeting, the postponed meeting or adjourned meeting at which the person named in the instrument proposes tovote or, in the case of a poll taken subsequently to the date of a meeting or adjourned meeting, not less than twenty-four (24) hoursbefore the time appointed for the taking of the poll and in default the instrument of proxy shall not be treated as valid. No instrumentappointing a proxy shall be valid after the expiration of twelve (12) months from the date named in it as the date of its execution, exceptat an adjourned meeting or on a poll demanded at a meeting or an adjourned meeting in cases where the meeting was originally held withintwelve (12) months from such date. Delivery of an instrument appointing a proxy shall not preclude a Member from attending and votingat the meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked.

82. Instrumentsof proxy shall be in any common form or in such other form as the Board may approve (provided that this shall not preclude the use ofthe two-way form) and the Board may, if it thinks fit, send out with the notice of any meeting forms of instrument of proxy for use atthe meeting. The instrument of proxy shall be deemed to confer authority to demand or join in demanding a poll and to vote on any amendmentof a resolution put to the meeting for which it is given as the proxy thinks fit. The instrument of proxy shall, unless the contrary isstated therein, be valid as well for any adjournment or postponement of the meeting as for the meeting to which it relates. The Boardmay decide, either generally or in any particular case, to treat a proxy appointment as valid notwithstanding that the appointment orany of the information required under these Articles has not been received in accordance with the requirements of these Articles. Subjectto aforesaid, if the proxy appointment and any of the information required under these Articles is not received in the manner set outin these Articles, the appointee shall not be entitled to vote in respect of the shares in question.

83. Avote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of theprincipal, or revocation of the instrument of proxy or of the authority under which it was executed, provided that no intimation in writingof such death, insanity or revocation shall have been received by the Company at the Office or the Registration Office (or such otherplace as may be specified for the delivery of instruments of proxy in the notice convening the meeting or other document sent therewith)two (2) hours at least before the commencement of the meeting, the postponed meeting or adjourned meeting, or the taking of the poll,at which the instrument of proxy is used.

84. Anythingwhich under these Articles a Member may do by proxy he may likewise do by his duly appointed attorney and the provisions of these Articlesrelating to proxies and instruments appointing proxies shall apply mutatis mutandis in relation to any such attorney and the instrumentunder which such attorney is appointed.

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CORPORATIONS ACTING BY REPRESENTATIVES

85. (1)Any corporation which is a Member may by resolution of its directors or other governing body authorise such person as it thinks fit toact as its representative at any meeting of the Company or at any meeting of any class of Members. The person so authorised shall be entitledto exercise the same powers on behalf of such corporation as the corporation could exercise if it were an individual Member and such corporationshall for the purposes of these Articles be deemed to be present in person at any such meeting if a person so authorised is present thereat.

(2) Ifa clearing house (or its nominee(s)) or a central depository entity (or its nominee(s)), being a corporation, is a Member, it may authorisesuch persons as it thinks fit to act as its representatives at any meeting of the Company or at any meeting of any class of Members providedthat the authorisation shall specify the number and class of shares in respect of which each such representative is so authorised. Eachperson so authorised under the provisions of this Article shall be deemed to have been duly authorised without further evidence of thefacts and be entitled to exercise the same rights and powers on behalf of the clearing house or a central depository entity (or its nominee(s))as if such person was the registered holder of the shares of the Company held by the clearing house or a central depository entity (orits nominee(s)) including the right to vote individually on a show of hands.

(3) Anyreference in these Articles to a duly authorised representative of a Member being a corporation shall mean a representative authorisedunder the provisions of this Article.

NO ACTION BY WRITTEN RESOLUTIONS OFMEMBERS

86. Anyaction required or permitted to be taken at any annual or extraordinary general meetings of the Company may be taken only upon the voteof the Members at an annual or extraordinary general meeting duly noticed and convened in accordance with these Articles and the Act andmay not be taken by written resolution of Members without a meeting.

BOARD OF DIRECTORS

87. (1)Unless otherwise determined by the Company in general meeting, the number of Directors shall not be less than two (2). There shall beno maximum number of Directors unless otherwise determined from time to time by the Board. For so long as the shares are listed on theDesignated Stock Exchange, the Directors shall include such number of Independent Directors as applicable law, rules or regulations orthe Designated Stock Exchange require, unless the Board resolves to follow any available exceptions or exemptions. The Directors shallbe elected or appointed in accordance with Article 87 and 88 and shall hold office until the expiration of his term or until their successorsare elected or appointed.

(2) Subjectto the Articles and the Act, the Company may by ordinary resolution elect any person to be a Director either to fill a casual vacancyor as an addition to the existing Board.

(3) TheDirectors shall have the power from time to time and at any time to appoint any person as a Director to fill a casual vacancy on the Boardor as an addition to the existing Board subject to the Company’scompliance with director nomination procedures required under the rules and regulations of the Designated Stock Exchange as long as sharesare listed on the Designated Stock Exchange, unless the Board resolves to follow any available exceptions or exemptions.

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(4) NoDirector shall be required to hold any shares of the Company by way of qualification and a Director who is not a Member shall be entitledto receive notice of and to attend and speak at any general meeting of the Company and of all classes of shares of the Company.

(5) Subjectto any provision to the contrary in these Articles, a Director may be removed by way of (i) an ordinary resolution of the Members or (ii)by the affirmative vote of a simple majority of the remaining Directors present and voting at a Board meeting at any time before the expirationof his period of office notwithstanding anything in these Articles or in any agreement between the Company and such Director (but withoutprejudice to any claim for damages under any such agreement).

(6) Avacancy on the Board created by the removal of a Director under the provisions of subparagraph (5) above may be filled by the electionor appointment by ordinary resolution of the Members at the meeting at which such Director is removed or by the affirmative vote of asimple majority of the remaining Directors present and voting at a Board meeting.

(7) TheCompany may from time to time in general meeting by ordinary resolution increase or reduce the number of Directors but so that the numberof Directors shall never be less than two (2).

DISQUALIFICATION OF DIRECTORS

88.The office of a Director shall be vacated if the Director:

(1) resignshis office by notice in writing delivered to the Company at the Office or tendered at a meeting of the Board;

(2)becomes of unsound mind or dies;

(3) withoutspecial leave of absence from the Board, is absent from meetings of the Board for three consecutive meetings and the Board resolves thathis office be vacated;

(4) becomesbankrupt or has a receiving order made against him or suspends payment or compounds with his creditors;

(5)is prohibited by law from being a Director; or

(6) ceasesto be a Director by virtue of any provision of the Statutes or is removed from office pursuant to these Articles.

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EXECUTIVE DIRECTORS

89. TheBoard may from time to time appoint any one or more of its body to be a managing director, joint managing director or deputy managingdirector or to hold any other employment or executive office with the Company for such period (subject to their continuance as Directors)and upon such terms as the Board may determine and the Board may revoke or terminate any of such appointments. Any such revocation ortermination as aforesaid shall be without prejudice to any claim for damages that such Director may have against the Company or the Companymay have against such Director. A Director appointed to an office under this Article 91 shall be subject to the same provisions as toremoval as the other Directors of the Company, and he shall (subject to the provisions of any contract between him and the Company) ipsofacto and immediately cease to hold such office if he shall cease to hold the office of Director for any cause.

90. NotwithstandingArticles 95, 96, 97 and 98, an executive director appointed to an office under Article 89 hereof shall receive such remuneration (whetherby way of salary, commission, participation in profits or otherwise or by all or any of those modes) and such other benefits (includingpension and/or gratuity and/or other benefits on retirement) and allowances as the Board may from time to time determine, and either inaddition to or in lieu of his remuneration as a Director.

ALTERNATE DIRECTORS

91. AnyDirector may at any time by Notice delivered to the Office or head office or at a meeting of the Directors appoint any person (includinganother Director) to be his alternate Director. Any person so appointed shall have all the rights and powers of the Director or Directorsfor whom such person is appointed in the alternative provided that such person shall not be counted more than once in determining whetheror not a quorum is present. An alternate Director may be removed at any time by the body which appointed him and, subject thereto, theoffice of alternate Director shall continue until the happening of any event which, if he were a Director, would cause him to vacate suchoffice or if his appointer ceases for any reason to be a Director. Any appointment or removal of an alternate Director shall be effectedby Notice signed by the appointor and delivered to the Office or head office or tendered at a meeting of the Board. An alternate Directormay also be a Director in his own right and may act as alternate to more than one Director. An alternate Director shall, if his appointorso requests, be entitled to receive notices of meetings of the Board or of committees of the Board to the same extent as, but in lieuof, the Director appointing him and shall be entitled to such extent to attend and vote as a Director at any such meeting at which theDirector appointing him is not personally present and generally at such meeting to exercise and discharge all the functions, powers andduties of his appointor as a Director and for the purposes of the proceedings at such meeting the provisions of these Articles shall applyas if he were a Director save that as an alternate for more than one Director his voting rights shall be cumulative.

92. Analternate Director shall only be a Director for the purposes of the Act and shall only be subject to the provisions of the Actinsofar as they relate to the duties and obligations of a Director when performing the functions of the Director for whom he isappointed in the alternative and shall alone be responsible to the Company for his acts and defaults and shall not be deemed to bethe agent of or for the Director appointing him. An alternate Director shall be entitled to contract and be interested in andbenefit from contracts or arrangements or transactions and to be repaid expenses and to be indemnified by the Company to the sameextent mutatis mutandis as if he were a Director but he shall not be entitled to receive from the Company any fee in hiscapacity as an alternate Director except only such part, if any, of the remuneration otherwise payable to his appointor as suchappointor may by Notice to the Company from time to time direct.

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93. Everyperson acting as an alternate Director shall have one vote for each Director for whom he acts as alternate (in addition to his own voteif he is also a Director). If his appointor is for the time being absent from the People’s Republic of China or otherwise not availableor unable to act, the signature of an alternate Director to any resolution in writing of the Board or a committee of the Board of whichhis appointor is a member shall, unless the notice of his appointment provides to the contrary, be as effective as the signature of hisappointor.

94. Analternate Director shall ipso facto cease to be an alternate Director if his appointor ceases for any reason to be a Director, however,such alternate Director or any other person may be re-appointed by the Directors to serve as an alternate Director.

DIRECTORS’ FEES AND EXPENSES

95. TheDirectors shall receive such remuneration as the Board may from time to time determine. Each Director shall be entitled to be repaid orprepaid all traveling, hotel and incidental expenses reasonably incurred or expected to be incurred by him in attending meetings of theBoard or committees of the board or general meetings or separate meetings of any class of shares or of debenture of the Company or otherwisein connection with the discharge of his duties as a Director.

96. EachDirector shall be entitled to be repaid or prepaid all travelling, hotel and incidental expenses reasonably incurred or expected to beincurred by him in attending meetings of the Board or committees of the Board or general meetings or separate meetings of any class ofshares or of debentures of the Company or otherwise in connection with the discharge of his duties as a Director.

97. AnyDirector who, by request, goes or resides abroad for any purpose of the Company or who performs services which in the opinion of the Boardgo beyond the ordinary duties of a Director may be paid such extra remuneration (whether by way of salary, commission, participation inprofits or otherwise) as the Board may determine and such extra remuneration shall be in addition to or in substitution for any ordinaryremuneration provided for by or pursuant to any other Article.

98. TheBoard shall determine any payment to any Director or past Director of the Company by way of compensation for loss of office, or as considerationfor or in connection with his retirement from office (not being payment to which the Director is contractually entitled).

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DIRECTORS’ INTERESTS

99.A Director may:

Notwithstanding the foregoing, no IndependentDirector shall without the consent of the Audit Committee take any of the foregoing actions or any other action that would reasonablybe likely to affect such Director’s status as an Independent Director.

100. Subjectto the Act and to these Articles, no Director or proposed or intending Director shall be disqualified by his office from contracting withthe Company, either with regard to his tenure of any office or place of profit or as vendor, purchaser or in any other manner whatsoever,nor shall any such contract or any other contract or arrangement in which any Director is in any way interested be liable to be avoided,nor shall any Director so contracting or being so interested be liable to account to the Company or the Members for any remuneration,profit or other benefits realised by any such contract or arrangement by reason of such Director holding that office or of the fiduciaryrelationship thereby established provided that such Director shall disclose the nature of his interest in any contract or arrangementin which he is interested in accordance with Article 101 herein. Any such transaction that would reasonably be likely to affect a Director’sstatus as an Independent Director, or that would constitute a “related party transaction” as defined by the rules and regulationsof the Designated Stock Exchange or under applicable laws, shallrequire the approval of the Audit Committee.

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101. ADirector who to his knowledge is in any way, whether directly or indirectly, interested in a contract or arrangement or proposed contractor arrangement with the Company shall declare the nature of his interest at the meeting of the Board at which the question of enteringinto the contract or arrangement is first considered, if he knows his interest then exists, or in any other case at the first meetingof the Board after he knows that he is or has become so interested. For the purposes of this Article, a general Notice to the Board bya Director to the effect that:

shall be deemedto be a sufficient declaration of interest under this Article in relation to any such contract or arrangement, provided that no such Noticeshall be effective unless either it is given at a meeting of the Board or the Director takes reasonable steps to secure that it is broughtup and read at the next Board meeting after it is given.

102. Followinga declaration being made pursuant to the last preceding two Articles, subject to any separate requirement for Audit Committee approvalunder applicable law or the rules and regulations of the Designated Stock Exchange, and unless disqualified by the chairman of the relevantBoard meeting, a Director may vote in respect of any contract or proposed contract or arrangement in which such Director is interestedand may be counted in the quorum at such meeting.

GENERAL POWERS OF THE DIRECTORS

103. (1)The business of the Company shall be managed and conducted by the Board, which may pay all expenses incurred in forming and registeringthe Company and may exercise all powers of the Company (whether relating to the management of the business of the Company or otherwise)which are not by the Statutes or by these Articles required to be exercised by the Company in general meeting, subject nevertheless tothe provisions of the Statutes and of these Articles and to such regulations being not inconsistent with such provisions, as may be prescribedby the Company in general meeting, but no regulations made by the Company in general meeting shall invalidate any prior act of the Boardwhich would have been valid if such regulations had not been made. The general powers given by this Article shall not be limited or restrictedby any special authority or power given to the Board by any other Article.

(2) Anyperson contracting or dealing with the Company in the ordinary course of business shall be entitled to rely on any written or oral contractor agreement or deed, document or instrument entered into or executed as the case may be by any one Director on behalf of the Companyand the same shall be deemed to be validly entered into or executed by the Company as the case may be and shall, subject to any rule oflaw, be binding on the Company.

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(3) Withoutprejudice to the general powers conferred by these Articles it is hereby expressly declared that the Board shall have the following powers:

104. TheBoard may establish any regional or local boards or agencies for managing any of the affairs of the Company in any place, and may appointany persons to be members of such local boards, or any managers or agents, and may fix their remuneration (either by way of salary orby commission or by conferring the right to participation in the profits of the Company or by a combination of two or more of these modes)and pay the working expenses of any staff employed by them upon the business of the Company. The Board may delegate to any regional orlocal board, manager or agent any of the powers, authorities and discretions vested in or exercisable by the Board (other than its powersto make calls and forfeit shares), with power to sub-delegate, and may authorise the members of any of them to fill any vacancies thereinand to act notwithstanding vacancies. Any such appointment or delegation may be made upon such terms and subject to such conditions asthe Board may think fit, and the Board may remove any person appointed as aforesaid, and may revoke or vary such delegation, but no persondealing in good faith and without notice of any such revocation or variation shall be affected thereby.

105. TheBoard may by power of attorney appoint any company, firm or person or any fluctuating body of persons, whether nominated directly or indirectlyby the Board, to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretions (notexceeding those vested in or exercisable by the Board under these Articles) and for such period and subject to such conditions as it maythink fit, and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with any suchattorney as the Board may think fit, and may also authorise any such attorney to sub-delegate all or any of the powers, authorities anddiscretions vested in him. Such attorney or attorneys may, if so authorised under the Seal of the Company, execute any deed or instrumentunder their personal seal with the same effect as the affixation of the Company’s Seal.

106. TheBoard may entrust to and confer upon a managing director, joint managing director, deputy managing director, an executive director orany Director any of the powers exercisable by it upon such terms and conditions and with such restrictions as it thinks fit, and eithercollaterally with, or to the exclusion of, its own powers, and may from time to time revoke or vary all or any of such powers but no persondealing in good faith and without notice of such revocation or variation shall be affected thereby.

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107. Allcheques, promissory notes, drafts, bills of exchange and other instruments, whether negotiable or transferable or not, and all receiptsfor moneys paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner asthe Board shall from time to time by resolution determine. The Company’s banking accounts shall be kept with such banker or bankersas the Board shall from time to time determine.

108. (1)The Board may establish or concur or join with other companies (being subsidiary companies of the Company or companies with which it isassociated in business) in establishing and making contributions out of the Company’s moneys to any schemes or funds for providingpensions, sickness or compassionate allowances, life assurance or other benefits for employees (which expression as used in this and thefollowing paragraph shall include any Director or ex-Director who may hold or have held any executive office or any office of profit underthe Company or any of its subsidiary companies) and ex-employees of the Company and their dependants or any class or classes of such person.

(2) TheBoard may pay, enter into agreements to pay or make grants of revocable or irrevocable pensions or other benefits to employees and ex-employeesand their dependants, or to any of such persons, including pensions or benefits additional to those, if any, to which such employees orex-employees or their dependants are or may become entitled under any such scheme or fund as mentioned in the last preceding paragraph.Any such pension or benefit may, as the Board considers desirable, be granted to an employee either before and in anticipation of or uponor at any time after his actual retirement, and may be subject or not subject to any terms or conditions as the Board may determine.

BORROWING POWERS

109. TheBoard may exercise all the powers of the Company to raise or borrow money and to mortgage or charge all or any part of the undertaking,property and assets (present and future) and uncalled capital of the Company and, subject to the Act, to issue debentures, bonds and othersecurities, whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party.

110. Debentures,bonds and other securities may be made assignable free from any equities between the Company and the person to whom the same may be issued.

111. Anydebentures, bonds or other securities may be issued at a discount (other than shares), premium or otherwise and with any special privilegesas to redemption, surrender, drawings, allotment of shares, attending and voting at general meetings of the Company, appointment of Directorsand otherwise.

112. (1)Where any uncalled capital of the Company is charged, all persons taking any subsequent charge thereon shall take the same subject tosuch prior charge, and shall not be entitled, by notice to the Members or otherwise, to obtain priority over such prior charge.

(2) TheBoard shall cause a proper register to be kept, in accordance with the provisions of the Act, of all charges specifically affecting theproperty of the Company and of any series of debentures issued by the Company and shall duly comply with the requirements of the Act inregard to the registration of charges and debentures therein specified and otherwise.

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PROCEEDINGS OF THE DIRECTORS

113. TheBoard may meet for the despatch of business, adjourn and otherwise regulate its meetings as it considers appropriate. Questions arisingat any meeting shall be determined by a majority of votes. In the case of any equality of votes the chairman of the meeting shall havean additional or casting vote.

114. Ameeting of the Board may be convened by the Secretary on request of a Director or by any Director. The Secretary shall convene a meetingof the Board of which notice may be given in writing or by telephone or by electronic means to an electronic address from time to timenotified to the Company by such Director or (if the recipient consents to it being made available on a website) by making it availableon a website or in such other manner as the Board may from time to time determine whenever he shall be required so to do by the presidentor chairman, as the case may be, or any Director.

115. (1)The quorum necessary for the transaction of the business of the Board may be fixed by the Board and, unless so fixed at any other number,shall be two (2) of the Board. An alternate Director shall be counted in a quorum in the case of the absence of a Director for whom heis the alternate provided that he shall not be counted more than once for the purpose of determining whether or not a quorum is present.

(2) Directorsmay participate in any meeting of the Board by means of a conference, telephone, electronic or other communications equipment throughwhich all persons participating in the meeting can communicate with each other simultaneously and instantaneously and, for the purposeof counting a quorum, such participation shall constitute presence at a meeting as if those participating were present in person.

(3) AnyDirector who ceases to be a Director at a Board meeting may continue to be present and to act as a Director and be counted in the quorumuntil the termination of such Board meeting if no other Director objects and if otherwise a quorum of Directors would not be present.

116. Thecontinuing Directors or a sole continuing Director may act notwithstanding any vacancy in the Board but, if and so long as the numberof Directors is reduced below the minimum number fixed by or in accordance with these Articles as the quorum, the continuing Directorsor Director, notwithstanding that the number of Directors is below the number fixed by or in accordance with these Articles as the quorumor that there is only one continuing Director, may act for the purpose of filling vacancies in the Board or of summoning general meetingsof the Company but not for any other purpose.

117. TheChairman of the Board shall be the chairman of all meetings of the Board. If the Chairman of the Board is not present at any meeting withinfive (5) minutes after the time appointed for holding the same, the Directors present may choose one of their number to be chairman ofthe meeting.

118. Ameeting of the Board at which a quorum is present shall be competent to exercise all the powers, authorities and discretions for the timebeing vested in or exercisable by the Board.

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119. (1) The Board may delegate any of its powers, authoritiesand discretions to committees (including, without limitation, the Audit Committee), consisting of such Director or Directors andother persons as it thinks fit, and they may, from time to time, revoke such delegation or revoke the appointment of and dischargeany such committees either wholly or in part, and either as to persons or purposes. Any committee so formed shall, in the exerciseof the powers, authorities and discretions so delegated, conform to any regulations which may be imposed on it by the Board.

(2) Allacts done by any such committee in conformity with such regulations, and in fulfilment of the purposes for which it was appointed, butnot otherwise, shall have like force and effect as if done by the Board, and the Board (or if the Board delegates such power, the committee)shall have power to remunerate the members of any such committee, and charge such remuneration to the current expenses of the Company.

120. Themeetings and proceedings of any committee consisting of two or more members shall be governed by the provisions contained in these Articlesfor regulating the meetings and proceedings of the Board so far as the same are applicable and are not superseded by any regulations imposedby the Board under the last preceding Article, indicating, without limitation, any committee charter adopted by the Board for purposesor in respect of any such committee.

121. Aresolution in writing signed by all the Directors except such as are temporarily unable to act through ill-health or disability shall(provided that such number is sufficient to constitute a quorum and further provided that a copy of such resolution has been given orthe contents thereof communicated to all the Directors for the time being entitled to receive notices of Board meetings in the same manneras notices of meetings are required to be given by these Articles) be as valid and effectual as if a resolution had been passed at a meetingof the Board duly convened and held. A notification of consent to such resolution given by a Director in writing to the Board by any means(including by means of electronic communication) shall be deemed to be his/her signature to such resolution in writing for the purposeof this Article. Such resolution may be contained in one document or in several documents in like form each signed by one or more of theDirectors and for this purpose a facsimile signature of a Director shall be treated as valid.

122. Allacts bona fide done by the Board or by any committee or by any person acting as a Director or members of a committee, shall, notwithstandingthat it is afterwards discovered that there was some defect in the appointment of any member of the Board or such committee or personacting as aforesaid or that they or any of them were disqualified or had vacated office, be as valid as if every such person had beenduly appointed and was qualified and had continued to be a Director or member of such committee.

AUDIT COMMITTEE

123. Withoutprejudice to the freedom of the Directors to establish any other committees, for so long as the shares of the Company (or depositary receiptstherefor) are listed or quoted on the Designated Stock Exchange, the Board shall establish and maintain an Audit Committee as a committeeof the Board, the composition and responsibilities of which shall comply with the rules and regulations of the Designated Stock Exchangeand the rules and regulations of the SEC.

124. TheBoard shall adopt a formal written audit committee charter and review and assess the adequacy of the formal written charter on an annualbasis.

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125. Forso long as the shares of the Company (or depositary receipts therefor) are listed or quoted on the Designated Stock Exchange, the Companyshall conduct an appropriate review of all related party transactions on an ongoing basis and shall utilize the Audit Committee for thereview and approval of potential conflicts of interest in accordance with the audit committee charter.

OFFICERS

126. (1)The officers of the Company shall consist of the Chairman of the Board, the Directors and Secretary and such additional officers (whomay or may not be Directors) as the Board may from time to time determine, all of whom shall be deemed to be officers for the purposesof the Act and these Articles. In addition to the officers of the Company, the Board may also from time to time determine and appointmanagers and delegate to the same such powers and duties as are prescribed by the Board.

(2) TheDirectors shall, as soon as may be after each appointment or election of Directors, elect amongst the Directors a chairman and if morethan one Director is proposed for this office, the election to such office shall take place in such manner as the Directors may determine.

(3) Theofficers shall receive such remuneration as the Directors may from time to time determine.

127. (1)The Secretary and additional officers, if any, shall be appointed by the Board and shall hold office on such terms and for such periodas the Board may determine. If thought fit, two or more persons may be appointed as joint Secretaries. The Board may also appoint fromtime to time on such terms as it thinks fit one or more assistant or deputy Secretaries.

(2) TheSecretary shall attend all meetings of the Members and shall keep correct minutes of such meetings and enter the same in the proper booksprovided for the purpose. He shall perform such other duties as are prescribed by the Act or these Articles or as may be prescribed bythe Board.

128. Theofficers of the Company shall have such powers and perform such duties in the management, business and affairs of the Company as may bedelegated to them by the Directors from time to time.

129. Aprovision of the Act or of these Articles requiring or authorising a thing to be done by or to a Director and the Secretary shall notbe satisfied by its being done by or to the same person acting both as Director and as or in place of the Secretary.

REGISTER OF DIRECTORS AND OFFICERS

130. TheCompany shall cause to be kept in one or more books at its Office a Register of Directors and Officers in which there shall be enteredthe full names and addresses of the Directors and Officers and such other particulars as required by the Act or as the Directors may determine.The Company shall send to the Registrar of Companies in the Cayman Islands a copy of such register, and shall from time to time notifyto the said Registrar of any change that takes place in relation to such Directors and Officers as required by the Act.

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MINUTES

131. (1) The Board shall cause minutes to be dulyentered in books provided for the purpose:

(2) Minutes shallbe kept by the Secretary at the Office.

SEAL

132. (1)The Company shall have one or more Seals, as the Board may determine. For the purpose of sealing documents creating or evidencing securitiesissued by the Company, the Company may have a securities seal which is a facsimile of the Seal of the Company with the addition of theword “Securities” on its face or in such other form as the Board may approve. The Board shall provide for the custody of eachSeal and no Seal shall be used without the authority of the Board or of a committee of the Board authorised by the Board in that behalf.Subject as otherwise provided in these Articles, any instrument to which a Seal is affixed shall be signed autographically by one Directoror by such other person (including a Director) or persons as the Board may appoint, either generally or in any particular case, save thatas regards any certificates for shares or debentures or other securities of the Company the Board may by resolution determine that suchsignatures or either of them shall be dispensed with or affixed by some method or system of mechanical signature. Every instrument executedin manner provided by this Article 132 shall be deemed to be sealed and executed with the authority of the Board previously given.

(2) Wherethe Company has a Seal for use abroad, the Board may by writing under the Seal appoint any agent or committee abroad to be the duly authorisedagent of the Company for the purpose of affixing and using such Seal and the Board may impose restrictions on the use thereof as may bethought fit. Wherever in these Articles reference is made to the Seal, the reference shall, when and so far as may be applicable, be deemedto include any such other Seal as aforesaid.

AUTHENTICATION OF DOCUMENTS

133. AnyDirector or the Secretary or any person appointed by the Board for the purpose may authenticate any documents affecting the constitutionof the Company and any resolution passed by the Company or the Board or any committee, and any books, records, documents and accountsrelating to the business of the Company, and to certify copies thereof or extracts therefrom as true copies or extracts, and if any books,records, documents or accounts are elsewhere than at the Office or the head office the local manager or other officer of the Company having the custody thereofshall be deemed to be a person so appointed by the Board. A document purporting to be a copy of a resolution, or an extract from the minutesof a meeting, of the Company or of the Board or any committee which is so certified shall be conclusive evidence in favour of all personsdealing with the Company upon the faith thereof that such resolution has been duly passed or, as the case may be, that such minutes orextract is a true and accurate record of proceedings at a duly constituted meeting.

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DESTRUCTION OF DOCUMENTS

134. (1)The Company shall be entitled to destroy the following documents at the following times:

and it shallconclusively be presumed in favour of the Company that every entry in the Register purporting to be made on the basis of any such documentsso destroyed was duly and properly made and every share certificate so destroyed was a valid certificate duly and properly cancelled andthat every instrument of transfer so destroyed was a valid and effective instrument duly and properly registered and that every otherdocument destroyed hereunder was a valid and effective document in accordance with the recorded particulars thereof in the books or recordsof the Company. Provided always that: (1) the foregoing provisions of this Article 134 shall apply only to the destruction of a documentin good faith and without express notice to the Company that the preservation of such document was relevant to a claim; (2) nothing containedin this Article 134 shall be construed as imposing upon the Company any liability in respect of the destruction of any such document earlierthan as aforesaid or in any case where the conditions of proviso (1) above are not fulfilled; and (3) references in this Article 134 tothe destruction of any document include references to its disposal in any manner.

(2)Notwithstanding any provision contained in these Articles, the Directors may, if permitted by applicable law, authorise thedestruction of documents set out in sub-paragraphs (a) to (e) of paragraph (1) of this Article 134 and any other documents inrelation to share registration which have been microfilmed or electronically stored by the Company or by the share registrar on itsbehalf provided always that this Article shall apply only to the destruction of a document in good faith and without express noticeto the Company and its share registrar that the preservation of such document was relevant to a claim.

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DIVIDENDS AND OTHER PAYMENTS

135. Subjectto the Act, the Board may from time to time declare dividends in any currency to be paid to the Members.

136. Dividendsmay be declared and paid out of the profits of the Company, realised or unrealised, or from any reserve set aside from profits which theDirectors determine is no longer needed. The Board may also declare and pay dividends out of share premium account or any other fund oraccount which can be authorised for this purpose in accordance with the Act.

137. Exceptin so far as the rights attaching to, or the terms of issue of, any share otherwise provide:

138. TheBoard may from time to time pay to the Members such interim dividends as appear to the Board to be justified by the profits of the Companyand in particular (but without prejudice to the generality of the foregoing) if at any time the share capital of the Company is dividedinto different classes, the Board may pay such interim dividends in respect of those shares in the capital of the Company which conferon the holders thereof deferred or non-preferential rights as well as in respect of those shares which confer on the holders thereof preferentialrights with regard to dividend and provided that the Board acts bona fide the Board shall not incur any responsibility to the holdersof shares conferring any preference for any damage that they may suffer by reason of the payment of an interim dividend on any shareshaving deferred or non-preferential rights and may also pay any fixed dividend which is payable on any shares of the Company half-yearlyor on any other dates, whenever such profits, in the opinion of the Board, justifies such payment.

139. TheBoard may deduct from any dividend or other moneys payable to a Member by the Company on or in respect of any shares all sums of money(if any) presently payable by him to the Company on account of calls or otherwise.

140. Nodividend or other moneys payable by the Company on or in respect of any share shall bear interest against the Company.

141. Anydividend, interest or other sum payable in cash to the holder of shares may be paid by cheque or warrant sent through the post addressedto the holder at his registered address or, in the case of joint holders, addressed to the holder whose name stands first in the Registerin respect of the shares at his address as appearing in the Register or addressed to such person and at such address as the holder orjoint holders may in writing direct. Every such cheque or warrant shall, unlessthe holder or joint holders otherwise direct, be made payable to the order of the holder or, in the case of joint holders, to the orderof the holder whose name stands first on the Register in respect of such shares, and shall be sent at his or their risk and payment ofthe cheque or warrant by the bank on which it is drawn shall constitute a good discharge to the Company notwithstanding that it may subsequentlyappear that the same has been stolen or that any endorsement thereon has been forged. Any one of two or more joint holders may give effectualreceipts for any dividends or other moneys payable or property distributable in respect of the shares held by such joint holders.

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142. Alldividends or bonuses unclaimed for one (1) year after having been declared may be invested or otherwise made use of by the Board for thebenefit of the Company until claimed. Any dividend or bonuses unclaimed after a period of six (6) years from the date of declaration shallbe forfeited and shall revert to the Company. The payment by the Board of any unclaimed dividend or other sums payable on or in respectof a share into a separate account shall not constitute the Company a trustee in respect thereof.

143. Wheneverthe Board has resolved that a dividend be paid or declared, the Board may further resolve that such dividend be satisfied wholly or inpart by the distribution of specific assets of any kind and in particular of paid up shares, debentures or warrants to subscribe securitiesof the Company or any other company, or in any one or more of such ways, and where any difficulty arises in regard to the distributionthe Board may settle the same as it thinks expedient, and in particular may issue certificates in respect of fractions of shares, disregardfractional entitlements or round the same up or down, and may fix the value for distribution of such specific assets, or any part thereof,and may determine that cash payments shall be made to any Members upon the basis of the value so fixed in order to adjust the rights ofall parties, and may vest any such specific assets in trustees as may seem expedient to the Board and may appoint any person to sign anyrequisite instruments of transfer and other documents on behalf of the persons entitled to the dividend, and such appointment shall beeffective and binding on the Members. The Board may resolve that no such assets shall be made available to Members with registered addressesin any particular territory or territories where, in the absence of a registration statement or other special formalities, such distributionof assets would or might, in the opinion of the Board, be unlawful or impracticable and in such event the only entitlement of the Membersaforesaid shall be to receive cash payments as aforesaid. Members affected as a result of the foregoing sentence shall not be or be deemedto be a separate class of Members for any purpose whatsoever.

144. (1)Whenever the Board has resolved that a dividend be paid or declared on any class of the share capital of the Company, the Board may furtherresolve either:

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(3) TheBoard may determine and resolve in respect of any one particular dividend of the Company that notwithstanding the provisions of paragraph(1) of this Article 144 a dividend may be satisfied wholly in the form of an allotment of shares credited as fully paid up without offeringany right to shareholders to elect to receive such dividend in cash in lieu of such allotment.

(4) TheBoard may on any occasion determine that rights of election and the allotment of shares under paragraph (1) of this Article 144 shallnot be made available or made to any shareholders with registered addresses in any territory where, in the absence of a registration statementor other special formalities, the circulation of an offer of such rights of election or the allotment of shares would or might, in theopinion of the Board, be unlawful or impracticable, and in such event the provisions aforesaid shall be read and construed subject tosuch determination. Members affected as a result of the foregoing sentence shall not be or be deemed to be a separate class of Membersfor any purpose whatsoever.

(5) Anyresolution declaring a dividend on shares of any class by the Board, may specify that the same shall be payable or distributable tothe persons registered as the holders of such shares at the close of business on a particular date, notwithstanding that it may be adate prior to that on which the resolution is passed, and thereupon the dividend shall be payable or distributable to them inaccordance with their respective holdings so registered, but without prejudice to the rights inter se in respect of such dividend oftransferors and transferees of any such shares. The provisionsof this Article shall mutatis mutandis apply to bonuses, capitalisation issues, distributions of realised capital profits or offersor grants made by the Company to the Members.

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RESERVES

145. (1)The Board shall establish an account to be called the share premium account and shall carry to the credit of such account from time totime a sum equal to the amount or value of the premium paid on the issue of any share in the Company. Unless otherwise provided by theprovisions of these Articles, the Board may apply the share premium account in any manner permitted by the Act. The Company shall at alltimes comply with the provisions of the Act in relation to the share premium account.

(2) Beforerecommending any dividend, the Board may set aside out of the profits of the Company such sums as it determines as reserves which shall,at the discretion of the Board, be applicable for any purpose to which the profits of the Company may be properly applied and pendingsuch application may, also at such discretion, either be employed in the business of the Company or be invested in such investments asthe Board may from time to time think fit and so that it shall not be necessary to keep any investments constituting the reserve or reservesseparate or distinct from any other investments of the Company. The Board may also without placing the same to reserve carry forward anyprofits which it may think prudent not to distribute.

CAPITALISATION

146. TheCompany may, upon the recommendation of the Board, at any time and from time to time pass an ordinary resolution to the effect that itis desirable to capitalise all or any part of any amount for the time being standing to the credit of any reserve or fund (including ashare premium account and capital redemption reserve and the profit and loss account) whether or not the same is available for distributionand accordingly that such amount be set free for distribution among the Members or any class of Members who would be entitled theretoif it were distributed by way of dividend and in the same proportions, on the basis that the same is not paid in cash but is applied eitherin or towards paying up the amounts for the time being unpaid on any shares in the Company held by such Members respectively or in payingup in full unissued shares, debentures or other obligations of the Company, to be allotted and distributed credited as fully paid up amongsuch Members, or partly in one way and partly in the other, and the Board shall give effect to such resolution provided that, for thepurposes of this Article 146, a share premium account and any capital redemption reserve or fund representing unrealised profits, maybe applied only in paying up in full unissued shares of the Company to be allotted to such Members credited as fully paid.

147. TheBoard may settle, as it considers appropriate, any difficulty arising in regard to any distribution and in particular may issue certificatesin respect of fractions of shares or authorise any person to sell and transfer any fractions or may resolve that the distribution shouldbe as nearly as may be practicable in the correct proportion but not exactly so or may ignore fractions altogether, and may determinethat cash payments shall be made to any Members in order to adjust the rights of all parties, as may seem expedient to the Board. TheBoard may appoint any person to sign on behalf of the persons entitled to participate in the distribution any contract necessary or desirablefor giving effect thereto and such appointment shall be effective and binding upon the Members.

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SUBSCRIPTION RIGHTS RESERVE

148. The followingprovisions shall have effect to the extent that they are not prohibited by and are in compliance with the Act:

(1) If,so long as any of the rights attached to any warrants issued by the Company to subscribe for shares of the Company shall remain exercisable,the Company does any act or engages in any transaction which, as a result of any adjustments to the subscription price in accordance withthe provisions of the conditions of the warrants, would reduce the subscription price to below the par value of a share, then the followingprovisions shall apply:

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(2) Sharesallotted pursuant to the provisions of this Article shall rank pari passu in all respects with the other shares allotted on therelevant exercise of the subscription rights represented by the warrant concerned. Notwithstanding anything contained in paragraph (1)of this Article, no fraction of any share shall be allotted on exercise of the subscription rights.

(3) Theprovision of this Article as to the establishment and maintenance of the Subscription Rights Reserve shall not be altered or added toin any way which would vary or abrogate, or which would have the effect of varying or abrogating the provisions for the benefit of anywarrantholder or class of warrantholders under this Article without the sanction of a special resolution of such warrantholders or classof warrantholders.

(4) Acertificate or report by the auditors for the time being of the Company as to whether or not the Subscription Rights Reserve is requiredto be established and maintained and if so the amount thereof so required to be established and maintained, as to the purposes for whichthe Subscription Rights Reserve has been used, as to the extent to which it has been used to make good losses of the Company, as to theadditional nominal amount of shares required to be allotted to exercising warrantholders credited as fully paid, and as to any other matterconcerning the Subscription Rights Reserve shall (in the absence of manifest error) be conclusive and binding upon the Company and allwarrantholders and shareholders.

ACCOUNTING RECORDS

149. TheBoard shall cause true accounts to be kept of the sums of money received and expended by the Company, and the matters in respect of whichsuch receipt and expenditure take place, and of the property, assets, credits and liabilities of the Company and of all other mattersrequired by the Act or necessary to give a true and fair view of the Company’s affairs and to explain its transactions.

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150. Theaccounting records shall be kept at the Office or, at such other place or places as the Board decides and shall always be open to inspectionby the Directors. No Member (other than a Director) shall have any right of inspecting any accounting record or book or document of theCompany except as conferred by law or authorised by the Board or the Company in general meeting.

151. Subjectto Article 152, a printed copy of the Directors’ report, accompanied by the balance sheet and profit and loss account, includingevery document required by law to be annexed thereto, made up to the end of the applicable financial year and containing a summary ofthe assets and liabilities of the Company under convenient heads and a statement of income and expenditure, together with a copy of theAuditors’ report, shall be sent to each person entitled thereto in any manner set out in Article 160 every year. The Directors shallhave the discretion to lay these documents before the Company at any annual general meeting held in accordance with Article 57 in whichcase, the documents shall be sent to each person entitled thereto at least ten (10) days before the date of the general meeting. ThisArticle shall not require a copy of those documents to be sent to any person whose address the Company is not aware or to more than oneof the joint holders of any shares or debentures.

152. Subjectto due compliance with all applicable Statutes, rules and regulations, including, without limitation, the rules and regulations of theDesignated Stock Exchange, and to obtaining all necessary consents, if any, required thereunder, the requirements of Article 151 shallbe deemed satisfied in relation to any person by sending to the person in any manner not prohibited by the Statutes, a summarised financialstatements derived from the Company’s annual accounts and the directors’ report which shall be in the form and containingthe information required by applicable laws and regulations, provided that any person who is otherwise entitled to the annual financialstatements of the Company and the directors’ report thereon may, if he so requires by notice in writing served on the Company, demandthat the Company sends to him, in addition to a summarised financial statements, a complete printed copy of the Company’s annualfinancial statement and the directors’ report thereon.

153. Therequirement to send to a person referred to in Article 151 the documents referred to in that article or a summary financial report inaccordance with Article 152 shall be deemed satisfied where, in accordance with all applicable Statutes, rules and regulations, including,without limitation, the rules and regulations of the Designated Stock Exchange, the Company publishes copies of the documents referredto in Article 151 and, if applicable, a summary financial report complying with Article 152, on the website of the Company, the SEC orthe Designated Stock Exchange or in any other permitted manner (including by sending any form of electronic communication), and that personhas agreed or is deemed to have agreed to treat the publication or receipt of such documents in such manner as discharging the Company’sobligation to send to him a copy of such documents.

AUDIT

154. Subjectto applicable law and rules and regulations of the Designated Stock Exchange, the Board shall appoint an Auditor to audit the accountsof the Company and such auditor shall hold office until removed from office by a resolution of the Directors. Such auditor may be a Memberbut no Director or officer or employee of the Company shall, during his continuance in office, be eligible to act as an Auditor.

155.Subject to the Act the accounts of the Company shall be audited at least once in every year.

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156. Theremuneration of the Auditor shall be determine by the Audit Committee or, in the absence of such Audit Committee, by the Board.

157. TheBoard may remove the Auditor at any time before the expiration of his term of office and may by resolution appoint another Auditor inhis stead.

158. TheAuditor shall at all reasonable times have access to all books kept by the Company and to all accounts and vouchers relating thereto;and he may call on the Directors or officers of the Company for any information in their possession relating to the books or affairs ofthe Company.

159. Thestatement of income and expenditure and the balance sheet provided for by these Articles shall be examined by the Auditor and comparedby him with the books, accounts and vouchers relating thereto; and he shall make a written report thereon stating whether such statementand balance sheet are drawn up so as to present fairly the financial position of the Company and the results of its operations for theperiod under review and, in case information shall have been called for from Directors or officers of the Company, whether the same hasbeen furnished and has been satisfactory. The financial statements of the Company shall be audited by the Auditor in accordance with generallyaccepted auditing standards. The Auditor shall make a written report thereon in accordance with generally accepted auditing standardsand the report of the Auditor shall be submitted to the Audit Committee. The generally accepted auditing standards referred to hereinmay be those of a country or jurisdiction other than the Cayman Islands. If so, the financial statements and the report of the Auditorshould disclose this fact and name such country or jurisdiction.

NOTICES

160. AnyNotice or document, whether or not, to be given or issued under these Articles from the Company to a Member shall be in writing or bycable, telex or facsimile transmission message or other form of electronic transmission or electronic communication and any such Noticeand document may be served or delivered by the Company on or to any Member either (i) personally or (ii) by sending it through the postin a prepaid envelope addressed to such Member at his registered address as appearing in the Register or at any other address suppliedby him to the Company for the purpose or (iii) by transmitting it to any such address or transmitting it to any telex or facsimile transmissionnumber or electronic number or electronic address or website supplied by him to the Company for the giving of Notice or documents to himor which the person transmitting the notice or document reasonably and bona fide believes at the relevant time will result in the Noticeor document being duly received by the Member or (iv) may also be served by advertisement in appropriate newspapers in accordance withthe requirements of the Designated Stock Exchange or (v) to the extent permitted by all applicable Statutes, rules and regulations, including,without limitation, the rules and regulations of the Designed Stock Exchange, by placing it on the website of the Company, the SEC orthe Designated Stock Exchange. In the case of joint holders of a share all notices shall be given to that one of the joint holders whosename stands first in the Register and notice so given shall be deemed a sufficient service on or delivery to all the joint holders.

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161.Any Notice or other document:

162. (1)Any Notice or other document delivered or sent by post to or left at the registered address of any Member in pursuance of these Articlesshall, notwithstanding that such Member is then dead or bankrupt or that any other event has occurred, and whether or not the Companyhas notice of the death or bankruptcy or other event, be deemed to have been duly served or delivered in respect of any share registeredin the name of such Member as sole or joint holder unless his name shall, at the time of the service or delivery of the Notice or document,have been removed from the Register as the holder of the share, and such service or delivery shall for all purposes be deemed a sufficientservice or delivery of such Notice or document on all persons interested (whether jointly with or as claiming through or under him) inthe share.

(2) ANotice may be given by the Company to the person entitled to a share in consequence of the death, mental disorder or bankruptcy of a Memberby sending it through the post in a prepaid letter, envelope or wrapper addressed to him by name, or by the title of representative ofthe deceased, or trustee of the bankrupt, or by any like description, at the address, if any, supplied for the purpose by the person claimingto be so entitled, or (until such an address has been so supplied) by giving the notice in any manner in which the same might have beengiven if the death, mental disorder or bankruptcy had not occurred.

(3) Anyperson who by operation of law, transfer or other means whatsoever shall become entitled to any share shall be bound by every Notice inrespect of such share which prior to his name and address being entered on the Registershall have been duly given to the person from whom he derives his title to such share.

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(4) EveryMember or a person who is entitled to receive notice from the Company under the provisions of the Statutes or these Articles may registerwith the Company an electronic address to which notices can be served upon him.

SIGNATURES

163. Forthe purposes of these Articles, a cable or telex or facsimile or electronic transmission message purporting to come from a holder of sharesor, as the case may be, a Director, or, in the case of a corporation which is a holder of shares from a director or the secretary thereofor a duly appointed attorney or duly authorised representative thereof for it and on its behalf, shall in the absence of express evidenceto the contrary available to the person relying thereon at the relevant time be deemed to be a document or instrument in writing signedby such holder or Director in the terms in which it is received. The signature to any notice or document to be given by the Company maybe written, printed or made electronically.

WINDING UP

164. (1)Subject to Article 164(2), the Board shall have power in the name and on behalf of the Company to present a petition to the court forthe Company to be wound up.

(2) Unlessotherwise provided by the Ac, a resolution that the Company be wound up by the court or be wound up voluntarily shall be a special resolution.

165. (1)Subject to any special rights, privileges or restrictions as to the distribution of available surplus assets on liquidation for the timebeing attached to any class or classes of shares (i) if the Company shall be wound up and the assets available for distribution amongstthe Members shall be more than sufficient to repay the whole of the capital paid up at the commencement of the winding up, the excessshall be distributed pari passu amongst such members in proportion to the amount paid up on the shares held by them respectivelyand (ii) if the Company shall be wound up and the assets available for distribution amongst the Members as such shall be insufficientto repay the whole of the paid-up capital such assets shall be distributed so that, a nearly as may be, the losses shall be borne by theMembers in proportion to the capital paid up, or which ought to have been paid up, at the commencement of the winding up on the sharesheld by them respectively.

(2) Ifthe Company shall be wound up (whether the liquidation is voluntary or by the court) the liquidator may, with the authority of a specialresolution and any other sanction required by the Act, divide among the Members in specie or kind the whole or any part of the assetsof the Company and whether or not the assets shall consist of properties of one kind or shall consist of properties to be divided as aforesaidof different kinds, and may for such purpose set such value as he deems fair upon any one or more class or classes of property and maydetermine how such division shall be carried out as between the Members or different classes of Members. The liquidator may, with thelike authority, vest any part of the assets in trustees upon such trusts for the benefit of the Members as the liquidator with the likeauthority shall think fit, and the liquidation of the Company may be closed and the Company dissolved, but so that no contributory shall be compelled to acceptany shares or other property in respect of which there is a liability.

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INDEMNITY

166. (1)Every Director (including for the purposes of this Article any alternate Director appointed pursuant to the provisions of these Articles),Secretary, or other officer for the time being and from time to time of the Company (but not including the Auditor) and the personal representativesof the same (each an “Indemnified Person”) shall be indemnified and secured harmless out of the assets and profits of theCompany from and against all actions, proceeding, costs, charges, expenses, losses, damages or liabilities incurred or sustained by suchIndemnified Person, other than by reason of such Indemnified Person’s own dishonesty, wilful default or fraud, in or about the conductof the Company’s business or affairs (including as a result of any mistake of judgment) or in the execution or discharge of hisduties, powers, authorities or discretions, including without prejudice to the generality of the foregoing, any costs, expenses, lossesor liabilities incurred by such Indemnified Person in defending (whether successfully or otherwise) any civil proceedings concerning theCompany or its affairs in any court whether in the Cayman Islands or elsewhere.

(2) EachMember agrees to waive any claim or right of action he might have, whether individually or by or in the right of the Company, againstany Director on account of any action taken by such Director, or the failure of such Director to take any action in the performance ofhis duties with or for the Company; PROVIDED THAT such waiver shall not extend to any matter in respect of any fraud, willful defaultor dishonesty which may attach to such Director.

FINANCIAL YEAR

167. Unless otherwisedetermined by the Directors, the financial year of the Company shall end on the 31st of December in each year.

AMENDMENTTO MEMORANDUM AND ARTICLES OF ASSOCIATION AND NAME OF COMPANY

168. NoArticle shall be rescinded, altered or amended and no new Article shall be made until the same has been approved by a special resolutionof the Members. A special resolution shall be required to alter the provisions of the Memorandum of Association or to change the nameof the Company.

INFORMATION

169. NoMember shall be entitled to require discovery of or any information respecting any detail of the Company’s trading or any matterwhich is or may be in the nature of a trade secret or secret process which may relate to the conduct of the business of the Company andwhich in the opinion of the Directors it will be inexpedient in the interests of the members of the Company to communicate to the public.

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