UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of
the
Securities Exchange Act of 1934
Filed
by the Registrant ☒
Filed
by a Party other than the Registrant ☐
Check
the appropriate box:
| ☒ |
Preliminary
Proxy Statement |
| ☐ |
Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☐ |
Definitive
Proxy Statement |
| ☐ |
Definitive
Additional Materials |
| ☐ |
Soliciting
Material under §240.14a-12 |
| EVERGREEN
CORPORATION |
| (Name
of Registrant as Specified In Its Charter) |
| |
| |
| (Name
of Person(s) Filing Proxy Statement, if other than the Registrant) |
Payment
of Filing Fee (Check the appropriate box):
| ☒ |
No
fee required. |
| |
|
| ☐ |
Fee
paid previously with preliminary materials. |
| |
|
| ☐ |
Fee
computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11 |
LETTER
TO SHAREHOLDERS OF EVERGREEN CORPORATION
LOT
1.02, LEVEL 1, GLO DAMANSARA, 699, JALAN DAMANSARA
TAMAN
TUN DR ISMAIL
60000
KUALA LUMPUR, MALAYSIA
Dear
Evergreen Corporation Shareholder:
You
are cordially invited to attend an extraordinary general meeting of Evergreen Corporation, a Cayman Islands exempted company (the “Company,”
“EVGR,” “we,” “us” or “our”), which will be held on [_],
2024, at 9: 00 a.m., New York Time (the “Extraordinary General Meeting”). Due to the public health impact of the COVID-19
outbreak and to support the health and well-being of EVGR shareholders and other meeting participants, the Extraordinary General Meeting
will be held in person at the offices of Evergreen Corporation, Lot 1.02, Level 1, Glo Damansara, 699, Jalan Damansara, Taman Tun Dr
Ismail, 60000 Kuala Lumpur, Malaysia and via virtual meeting format setting. You can participate in the Extraordinary General Meeting,
vote, and submit questions via live webcast by visiting https://www.cstproxy.com/evergreencorporation/2024 and entering the voter control
number located under the bar card code on your proxy card, voting instruction form or notice included in the proxy materials.
The
attached Notice of the Extraordinary General Meeting and proxy statement describe the business EVGR will conduct at the Extraordinary
General Meeting and provide information about EVGR that you should consider when you vote your shares. As set forth in the attached proxy
statement, the Extraordinary General Meeting will be held for the purpose of considering and voting on the following proposals:
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Proposal
No. 1 – Extension Amendment Proposal – To amend EVGR’s Amended and Restated Articles of Association (the “Articles
of Association”) to give the Company the right to extend the date by which it has to consummate a business combination
(the “Combination Period”) up to ten (10) times for an additional one (1) month each time, from April 11, 2024
to February 11, 2025 (as extended, the “Extended Date”) (i.e., for a period of time ending 36 months after the
consummation of its initial public offering (the “IPO”)) (the “Extension Amendment Proposal”); |
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Proposal
No. 2 – Trust Agreement Amendment Proposal — To amend EVGR’s investment management trust agreement,
dated as of February 8, 2022 (the “Trust Agreement”), by and between the Company and Continental Stock Transfer
& Trust Company (the “Trustee”), to allow the Company to extend the Combination Period up to ten (10) times
for an additional one (1) month each time from April 11, 2024 to the Extended Date (the “Trust Agreement Amendment”)
by depositing into the trust account, for each one-month extension, the lesser of (a) $[_] and (b) $[_] for each Class A ordinary
share issued and outstanding (the “Extension Payment”) after giving effect to the Redemption (the “Trust
Agreement Amendment Proposal”); |
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Proposal
No. 3 – Adjournment Proposal – To adjourn the Extraordinary General Meeting to a later date or dates, if necessary,
to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting,
there are not sufficient votes to approve the Extension Amendment Proposal, or the Trust Agreement Amendment Proposal (the “Adjournment
Proposal”). |
Each
of the Extension Amendment Proposal, the Trust Agreement Amendment Proposal, and the Adjournment Proposal is more fully described in
the accompanying proxy statement. Please take the time to read carefully each of the proposals in the accompanying proxy statement before
you vote.
The
purpose of the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and, if necessary, the Adjournment Proposal, is to
allow EVGR additional time to complete an initial business combination (the “Business Combination”). You are not
being asked to vote on a Business Combination at this time.
On
July 18, 2023, EVGR held its extraordinary general meeting of shareholders. During this meeting, EVGR’s shareholders approved the
proposals to, among other things, (i) amend EVGR’s amended and restated articles of association to give EVGR the right to extend
the date by which it has to consummate a business combination (the “Combination Period”) up to twelve (12) times for
an additional one (1) month each time, from August 11, 2023 to August 11, 2024 (the “Termination Date”); and (ii)
amend EVGR’s investment management trust agreement, dated as of February 8, 2022, by and between the Company and Continental Stock
Transfer & Trust Company, to allow the Company to extend the Combination Period up to twelve (12) times for an additional one (1)
month each time from August 11, 2023 to the Extended Date by depositing into the trust account (the “Trust Account”),
for each one-month extension, the lesser of (a) $160,000 and (b) $0.055 for each Class A ordinary share issued and outstanding.
On July 18, 2023, 4,004,330 Public Shares were redeemed by a number of shareholders at a price of approximately $10.75 per share, in
an aggregate principal amount of $80,601,124.44. Following the redemptions, there were 7,495,670 EVGR Class A ordinary shares outstanding
held by public shareholders. The Company subsequently deposited $160,000 per month into the trust account to further extend the Combination
Period to March 11, 2024. Each extension payment is loaned to the Company by the Sponsor pursuant to the promissory note(s)
and the Company will repay the aggregate amount contributed by the Sponsor for the extensions upon consummation of the business combination.
The loans are not interest-bearing and may be converted into Class A ordinary shares at the closing of a business combination at the
option of the Sponsor. Given current market conditions, the Sponsor would like to pay extension fees that are substantially less than
the $160,000 required for each monthly extension under the existing charter. The Company expects that there will be significant redemptions
at the extraordinary general meeting.
If
both the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved, the Company will have the right to extend
the Combination Period up to ten (10) times for an additional one (1) month each time up to the Extended Date, provided that the Extension
Payment is deposited into the Trust Account on or prior to the date of each applicable deadline.
EVGR’s
board of directors (the “Board”) has determined that it is in the best interests of EVGR to seek an extension of the
Termination Date and have EVGR shareholders approve the Extension Amendment Proposal to allow for additional time to consummate a Business
Combination if needed. EVGR intends to call an additional extraordinary general meeting of its shareholders to approve a Business Combination
at a future date (referred to herein as the “Business Combination Extraordinary General Meeting”). While EVGR is using
its best efforts to complete a Business Combination on or before the Termination Date, the Board believes that it is in the best interests
of EVGR shareholders that an extension of the Combination Period (the “Extension”) be obtained so that, EVGR will
have an additional amount of time to consummate a Business Combination. Without the Extension, EVGR believes that there is a significant
risk that EVGR will not, despite its best efforts, be able to complete a Business Combination on or before the Termination Date. If that
were to occur, EVGR would be precluded from completing a Business Combination and would be forced to liquidate even if EVGR shareholders
are otherwise in favor of consummating a Business Combination.
As
contemplated by the Articles of Association, the holders of EVGR Class A ordinary shares, par value $0.0001 per share (the “Ordinary
Shares”), issued as part of the units sold in the IPO (the “Public Shares”) may demand that such shares
be redeemed in exchange for a pro rata share of the aggregate amount on deposit in the Trust Account, including interest but net
of taxes payable, calculated as of two business days prior to the Extraordinary General Meeting (the “Redemption”).
You may elect to redeem your Ordinary Shares in connection with the Extraordinary General Meeting.
On
[_], 2024, the redemption price per Public Share was approximately $[_] (which is expected to be the same approximate amount two (2)
business days prior to the Extraordinary General Meeting), based on the aggregate amount on deposit in the Trust Account of approximately
$[_] as of [_], 2024 (including interest not previously released to EVGR to pay its taxes), divided by the total number of then issued
and outstanding Public Shares. The closing price of the Public Shares on Nasdaq on [_], 2024 was $[_]. Accordingly, if the market price
of the Public Shares were to remain the same until the date of the Extraordinary General Meeting, exercising redemption rights would
result in a holder of Public Shares receiving approximately $[_] less per share than if the Public Shares were sold in the open market.
EVGR cannot assure shareholders that they will be able to sell their Ordinary Shares in the open market, even if the market price per
Public Share is lower than the redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders
wish to sell their shares. EVGR believes that such redemption right enables its holders of Public Shares to determine whether to sustain
their investments for an additional period if EVGR does not complete a Business Combination on or before the Termination Date.
If
the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are not approved and the Sponsor does not elect to extend
the Termination Date by further funding the Trust Account, or if EVGR is otherwise unable to consummate its initial business combination
by the Termination Date, EVGR will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible
but not more than ten (10) business days thereafter subject to lawfully available funds therefor, redeem 100% of the Public Shares in
consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit
in the Trust Account, including any interest earned on the funds held in the Trust Account (net of interest that may be used to pay EVGR’s
taxes payable and up to $100,000 for dissolution expenses), by (B) the total number of then issued and outstanding Public Shares, which
redemption will completely extinguish rights of the holders of Public Shares (including the right to receive further liquidating distributions,
if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of
EVGR’s remaining shareholders and the Board in accordance with applicable law, dissolve and liquidate, subject in the case of clauses
(ii) and (iii) above to EVGR’s obligations under the Companies Act (Revised) of the Cayman Islands (the “Companies Act”),
as amended from time to time, to provide for claims of creditors and other requirements of applicable law.
Subject
to the foregoing, the approval of the Extension Amendment Proposal requires a special resolution under the Companies Act, being the affirmative
vote of at least two-thirds (2/3) of such holders of the issued and outstanding Ordinary Shares and the Class B Ordinary Shares, par
value $0.0001 per share, held by the Sponsor (the “Founder Shares”) as, being entitled to do so, vote in person or
by proxy at the Extraordinary General Meeting or any adjournment thereof.
Approval
of the Trust Agreement Amendment Proposal requires an ordinary resolution under the Companies Act and, pursuant to the Trust Agreement,
requires the affirmative vote of at least sixty-five percent (65%) of the votes cast by the holders of the issued and outstanding Ordinary
Shares and Founder Shares, present in person or represented by proxy at the Extraordinary General Meeting or any adjournment thereof
and entitled to vote on such matter.
Approval
of the Adjournment Proposal requires an ordinary resolution under the Companies Act, being the affirmative vote of a simple majority
of the votes cast by the holders of the issued and outstanding Ordinary Shares and Founder Shares, present in person or represented by
proxy at the Extraordinary General Meeting or any adjournment thereof and entitled to vote on such matter. The Adjournment Proposal will
only be put forth for a vote if there are not sufficient votes to approve the Extension Amendment Proposal and the Trust Agreement Amendment
Proposal at the Extraordinary General Meeting.
The
Board has fixed the close of business on [_], 2024 (the “Record Date”) as the date for determining EVGR shareholders
entitled to receive notice of and vote at the Extraordinary General Meeting and any adjournment thereof. Only holders of record of Ordinary
Shares and Founder Shares on that date are entitled to have their votes counted at the Extraordinary General Meeting or any adjournment
thereof. However, the holders of Ordinary Shares may elect to redeem all or a portion of their shares in connection with the Extraordinary
General Meeting.
EVGR
believes that given EVGR’s expenditure of time, effort and money on a Business Combination, circumstances warrant ensuring that
EVGR is in the best position possible to consummate a Business Combination and that it is in the best interests of EVGR shareholders
that EVGR obtain the Extension as needed. EVGR believes a Business Combination will provide significant benefits to its shareholders.
After
careful consideration of all relevant factors, the Board has determined that the Extension Amendment Proposal and the Adjournment Proposal
are in the best interests of EVGR and its shareholders, and has declared it advisable and unanimously recommends that you vote or give
instruction to vote “FOR” such proposals.
EVGR’s
directors and officers have interests in the Extension Amendment Proposal and the Trust Agreement Amendment Proposal that may be different
from, or in addition to, your interests as a shareholder. These interests include, among others, ownership, directly or indirectly through
the Sponsor, of Founder Shares and private placement units (as defined below). See the section entitled “Extraordinary General
Meeting of EVGR Shareholders — Interests of the Initial Shareholders” in this proxy statement.
Enclosed
is the proxy statement containing detailed information about the Extraordinary General Meeting, the Extension Amendment Proposal, the
Trust Agreement Amendment Proposal, and the Adjournment Proposal. Whether or not you plan to attend the Extraordinary General Meeting,
EVGR urges you to read this material carefully and vote your shares.
By
Order of the Board of Directors of Evergreen Corporation
Liew
Choon Lian
Chairman
of the Board
[_],
2024
Your
vote is very important. Whether or not you plan to attend the Extraordinary General Meeting, please vote as soon as possible by following
the instructions in this proxy statement to make sure that your shares are represented at the Extraordinary General Meeting. The approval
of the Extension Amendment Proposal requires a special resolution under the Companies Act, being the affirmative vote of at least two-thirds
(2/3) of such holders of the issued and outstanding Ordinary Shares and Founder Shares, as, being entitled to do so, vote in person or
by proxy at the Extraordinary General Meeting or any adjournment thereof. Approval of the Trust Agreement Amendment Proposal requires
an ordinary resolution under the Companies Act and, pursuant to the Trust Agreement, requires the affirmative vote of at least sixty-five
percent (65%) of the votes cast by the holders of the issued and outstanding Ordinary Shares and Founder Shares, present in person or
represented by proxy at the Extraordinary General Meeting or any adjournment thereof and entitled to vote on such matter. The Adjournment
Proposal requires an ordinary resolution under the Companies Act, being the affirmative vote of a simple majority of the votes cast by
the holders of the Ordinary Shares and Founder Shares, present themselves or represented by proxy at the Extraordinary General Meeting
and entitled to vote thereon. Accordingly, if you fail to vote by proxy or to vote yourself at the Extraordinary General Meeting, your
shares will not be counted in connection with the determination of whether a valid quorum is established, and, if a valid quorum is otherwise
established, such failure to vote will have no effect on the outcome of any vote on the Extension Proposal, Trust Agreement Amendment
Proposal, or Adjournment Proposal. If you hold your shares in “street name” through a bank, broker or other nominee, you
will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented
and voted at the Extraordinary General Meeting.
NOTICE
OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
OF
Evergreen Corporation
TO
BE HELD ON [_], 2024
To
the Shareholders of Evergreen Corporation:
NOTICE
IS HEREBY GIVEN that an Extraordinary General Meeting (the “Extraordinary General Meeting”) of the shareholders of Evergreen
Corporation, a Cayman Islands exempted company (the “Company,” “EVGR,” “we,”
“us” or “our”), will be held on [_], 2024, at 9: 00 a.m., New York. Due to the public health impact
of the COVID-19 outbreak and to support the health and well-being of EVGR shareholders and other meeting participants, the Extraordinary
General Meeting will be held in person at the offices of Evergreen Corporation, Lot 1.02, Level 1, Glo Damansara, 699, Jalan Damansara,
Taman Tun Dr Ismail, 60000 Kuala Lumpur, Malaysia and in a virtual meeting format. You can participate in the Extraordinary General Meeting,
vote, and submit questions via live webcast by visiting https://www.cstproxy.com/evergreencorporation/2024 and entering the voter control
number included on your proxy card. You are cordially invited to attend the Extraordinary General Meeting for the purpose of considering
and voting on the following proposals (unless EVGR determines that it is not necessary to hold the Extraordinary General Meeting as described
in the accompanying proxy statement), more fully described below in this proxy statement, which is dated [_], 2024 and is first being
mailed to shareholders on or about that date:
| ● |
Proposal
No. 1 – Extension Amendment Proposal – To amend EVGR’s Amended and Restated Articles of Association (the “Articles
of Association”) to give the Company the right to extend the date by which it has to consummate a business combination
(the “Combination Period”) up to ten (10) times for an additional one (1) month each time, from April 11, 2024
to February 11, 2025 (as extended, the “Extended Date”) (i.e., for a period of time ending 36 months after the consummation
of its initial public offering (the “IPO”) (the “Extension Amendment Proposal”). For the purposes
of the Articles of Association, the full text of the special resolution is set out in this notice as follows: “RESOLVED,
as a special resolution, that subject to and conditional upon the effectiveness of the ordinary resolution to amend the Trust Agreement
as set out below, the Amended and Restated Articles of Association (a copy of which is attached to this proxy statement as Annex
A), be and are hereby adopted as the articles of association of the Company in substitution for and to the exclusion of the Company’s
existing articles of association.”; |
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|
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Proposal
No. 2 – Trust Agreement Amendment Proposal — To amend EVGR’s investment management trust agreement,
dated as of February 8, 2022 (the “Trust Agreement”), by and between the Company and Continental Stock Transfer
& Trust Company (the “Trustee”), to allow the Company to extend the Combination Period up to ten (10) times
for an additional one (1) month each time from April 11, 2024 to the Extended Date (the “Trust Agreement Amendment”)
by depositing into the Trust Account, for each one-month extension, the lesser of (a) $[_] and (b) $[_] for each Class A ordinary
share issued and outstanding (the “Extension Payment”) after giving effect to the Redemption (the “Trust
Agreement Amendment Proposal”); and |
| |
|
| ● |
Proposal
No. 3 – Adjournment Proposal – To adjourn the Extraordinary General Meeting to a later date or dates, if necessary,
to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting,
there are not sufficient votes to approve the Extension Amendment Proposal, or the Trust Agreement Amendment Proposal (the “Adjournment
Proposal”). |
The
purpose of the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and, if necessary, the Adjournment Proposal, is to
allow EVGR additional time to complete an initial business combination (the “Business Combination”). You are not
being asked to vote on a Business Combination at this time.
On
July 18, 2023, EVGR held its extraordinary general meeting of shareholders. During this meeting, EVGR’s shareholders approved the
proposals to, among other things, (i) amend EVGR’s amended and restated articles of association to give EVGR the right to extend
the date by which it has to consummate a business combination (the “Combination Period”) up to twelve (12) times for
an additional one (1) month each time, from August 11, 2023 to August 11, 2024 (the “Termination Date”); and (ii)
amend EVGR’s investment management trust agreement, dated as of February 8, 2022, by and between the Company and Continental Stock
Transfer & Trust Company, to allow the Company to extend the Combination Period up to twelve (12) times for an additional one (1)
month each time from August 11, 2023 to the Extended Date by depositing into the trust account (the “Trust Account”),
for each one-month extension, the lesser of (a) $160,000 and (b) $0.055 for each Class A ordinary share issued and outstanding.
On July 18, 2023, 4,004,330 Public Shares were redeemed by a number of shareholders at a price of approximately $10.75 per share, in
an aggregate principal amount of $80,601,124.44. Following the redemptions, there were 7,495,670 EVGR Class A ordinary shares outstanding
held by public shareholders. The Company subsequently deposited $160,000 per month into the trust account to further extend the Combination
Period to March 11, 2024. Each extension payment is loaned to the Company by the Sponsor pursuant to the promissory note(s)
and the Company will repay the aggregate amount contributed by the Sponsor for the extensions upon consummation of the business combination.
The loans are not interest-bearing and may be converted into Class A ordinary shares at the closing of a business combination at the
option of the Sponsor. Given current market conditions, the Sponsor would like to pay extension fees that are substantially less than
the $160,000 required for each monthly extension under the existing charter. The Company expects that there will be significant redemptions
at the extraordinary general meeting.
If
both the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved, the Company will have the right to extend
the Combination Period up to ten (10) times for an additional one (1) month each time up to the Extended Date, provided that the Extension
Payment is deposited into the Trust Account on or prior to the date of each applicable deadline.
EVGR’s
board of directors (the “Board”) has determined that it is in the best interests of EVGR to seek an extension of the
Termination Date and have EVGR’ shareholders approve the Extension Amendment Proposal to allow for additional time to consummate
a Business Combination if needed. EVGR intends to call an additional extraordinary general meeting of its shareholders to approve a Business
Combination at a future date (referred to herein as the “Business Combination Extraordinary General Meeting”). While
EVGR is using its best efforts to complete a Business Combination on or before the Termination Date, the Board believes that it is in
the best interests of EVGR shareholders that an extension of the Combination Period (the “Extension”) be obtained
so that EVGR will have an additional amount of time to consummate a Business Combination. Without the Extension, EVGR believes that there
is significant risk that EVGR will not, despite its best efforts, be able to complete a Business Combination on or before the Termination
Date. If that were to occur, EVGR would be precluded from completing a Business Combination and would be forced to liquidate even if
EVGR shareholders are otherwise in favor of consummating a Business Combination.
As
contemplated by the Articles of Association, the holders EVGR’ Class A ordinary shares, par value $0.0001 per share, (the “Ordinary
Shares”), issued as part of the units sold in the IPO (the “Public Shares”) may demand that such shares
be redeemed in exchange for a pro rata share of the aggregate amount on deposit in the Trust Account, including interest but net
of taxes payable, calculated as of two (2) business days prior to the Extraordinary General Meeting (the “Redemption”).
You may elect to redeem your Public Shares in connection with the Extraordinary General Meeting.
On
[_], 2024, the redemption price per Public Share was approximately $[_] (which is expected to be the same approximate amount two (2)
business days prior to the Extraordinary General Meeting), based on the aggregate amount on deposit in the Trust Account of approximately
$[_] as of [_], 2024 (including interest not previously released to EVGR to pay its taxes), divided by the total number of then issued
and outstanding Public Shares. The closing price of the Ordinary Shares on Nasdaq on [_], 2024 was $[_]. Accordingly, if the market price
of the Ordinary Shares were to remain the same until the date of the Extraordinary General Meeting, exercising redemption rights would
result in a holder of Public Shares receiving approximately $[_] less per share than if the Public Shares were sold in the open market.
EVGR cannot assure shareholders that they will be able to sell their Ordinary Shares in the open market, even if the market price per
Public Share is lower than the redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders
wish to sell their shares. EVGR believes that such redemption right enables its holders of Public Shares to determine whether to sustain
their investments for an additional period if EVGR does not complete a Business Combination on or before the Termination Date.
Approval
of each of the Extension Amendment Proposal and the Trust Agreement Amendment Proposal is a condition to the implementation of the Extension.
If
the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are not approved and the Sponsor does not elect to extend
the Termination Date by further funding the Trust Account, or if EVGR is otherwise unable to consummate its initial business combination
by the Termination Date, EVGR will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible
but not more than ten (10) business days thereafter subject to lawfully available funds therefor, redeem 100% of the Public Shares in
consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit
in the Trust Account, including any interest earned on the funds held in the Trust Account (net of interest that may be used to pay EVGR’s
taxes payable and up to $100,000 for dissolution expenses), by (B) the total number of then issued and outstanding Public Shares, which
redemption will completely extinguish rights of the holders of Public Shares (including the right to receive further liquidating distributions,
if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of
EVGR’s remaining shareholders and the Board in accordance with applicable law, dissolve and liquidate, subject in the case of clauses
(ii) and (iii) above to EVGR’s obligations under the Companies Act, to provide for claims of creditors and other requirements of
applicable law.
To
exercise your redemption rights, you must tender your Public Shares to EVGR’s transfer agent at least two (2) business days prior
to the Extraordinary General Meeting. You may tender your Public Shares by either delivering your share certificate to the transfer agent
or by delivering your shares electronically using the Depository Trust Company’s (“DTC”) Deposit/Withdrawal
At Custodian (“DWAC”) system. If you hold your Public Shares in street name, you will need to instruct your bank,
broker or other nominee to withdraw the Public Shares from your account in order to exercise your redemption rights.
Subject
to the foregoing, the approval of the Extension Amendment Proposal requires a special resolution under the Companies Act, being the affirmative
vote of at least two-thirds (2/3) of such holders of the issued and outstanding Ordinary Shares and the Class B Ordinary Shares, par
value $0.0001 per share, held by the Sponsor (the “Founder Shares”), as, being entitled to do so, vote in person or
by proxy at the Extraordinary General Meeting or any adjournment thereof.
Approval
of the Trust Agreement Amendment Proposal requires an ordinary resolution under the Companies Act and, pursuant to the Trust Agreement,
requires the affirmative vote of at least sixty-five percent (65%) of the votes cast by the holders of the issued and outstanding Ordinary
Shares and Founder Shares, present in person or represented by proxy at the Extraordinary General Meeting or any adjournment thereof
and entitled to vote on such matter.
Approval
of the Adjournment Proposal requires an ordinary resolution under the Companies Act, being the affirmative vote of a simple majority
of the votes cast by the holders of the issued and outstanding Ordinary Shares and Founder Shares, present in person or represented by
proxy at the Extraordinary General Meeting or any adjournment thereof and entitled to vote on such matter. The Adjournment Proposal will
only be put forth for a vote if there are not sufficient votes to approve the Extension Amendment Proposal and the Trust Agreement Amendment
Proposal at the Extraordinary General Meeting.
Record
holders of Ordinary Shares and Founder Shares at the close of business on [_], 2024 (the “Record Date”) are entitled
to vote or have their votes cast at the Extraordinary General Meeting. On the Record Date, there were 12,032,500 issued and outstanding
Ordinary Shares and 2,875,000 Founder Shares issued and outstanding. EVGR’s warrants do not have voting rights.
This
proxy statement contains important information about the Extraordinary General Meeting, the Extension Amendment Proposal and the Adjournment
Proposal. Whether or not you plan to attend the Extraordinary General Meeting, EVGR urges you to read this material carefully and vote
your shares.
This
proxy statement is dated [_], 2024 and is first being mailed to shareholders on or about that date.
By
Order of the Board of Directors of Evergreen Corporation
Liew
Choon Lian
Chairman
of the Board
table
of contents
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some
of the statements contained in this proxy statement constitute forward-looking statements within the meaning of the federal securities
laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends
and similar expressions concerning matters that are not historical facts. Forward-looking statements reflect EVGR’s current views
with respect to, among other things, EVGR’s capital resources and results of operations. Likewise, EVGR’s financial statements
and all of EVGR’s statements regarding market conditions and results of operations are forward-looking statements. In some cases,
you can identify these forward-looking statements by the use of terminology such as “outlook,” “believes,” “expects,”
“potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,”
“approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates”
or the negative version of these words or other comparable words or phrases.
The
forward-looking statements contained in this proxy statement reflect EVGR’s current views about future events and are subject to
numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause its actual results to differ
significantly from those expressed in any forward-looking statement. EVGR does not guarantee that the transactions and events described
will happen as described (or that they will happen at all). The following factors, among others, could cause actual results and future
events to differ materially from those set forth or contemplated in the forward-looking statements:
| ● |
EVGR’s
ability to complete a Business Combination, including approval by the shareholders of EVGR; |
| |
|
| ● |
the
anticipated benefits of a Business Combination; |
| |
|
| ● |
the
volatility of the market price and liquidity of the Ordinary Shares, Founder Shares and other securities of EVGR; |
| |
|
| ● |
the
use of funds not held in the Trust Account or available to EVGR from interest income on the Trust Account balance. |
While
forward-looking statements reflect EVGR’s good faith beliefs, they are not guarantees of future performance. EVGR disclaims any
obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information,
data or methods, future events or other changes after the date of this proxy statement, except as required by applicable law. For a further
discussion of these and other factors that could cause EVGR’s future results, performance or transactions to differ significantly
from those expressed in any forward-looking statement, please see the section entitled “Risk Factors” in EVGR’s
final prospectus filed with the SEC on February 10, 2022 in connection with EVGR’s initial public offering, as amended by other
reports EVGR filed with the SEC. You should not place undue reliance on any forward-looking statements, which are based only on information
currently available to EVGR (or to third parties making the forward-looking statements).
QUESTIONS
AND ANSWERS ABOUT THE EXTRAORDINARY GENERAL MEETING
| Q. |
Why
am I receiving this proxy statement? |
| A. |
EVGR
is a blank check company formed under the laws of the Cayman Islands on October 21, 2021, for the purpose of effecting a merger,
share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Like
most blank check companies, the Articles of Association provides for the return of the proceeds from EVGR’s initial public
offering held in trust to the holders of public shares (the “Public Shares”) sold in the initial public offering
(the “IPO”) if there is no qualifying business combination(s) consummated on or before the Termination Date.
EVGR
believes that it is in the best interests of EVGR shareholders to continue EVGR’s existence until the Extended Date, if necessary,
in order to allow EVGR additional time to complete a Business Combination and is therefore holding this Extraordinary General Meeting.
EVGR intends to hold a Business Combination Extraordinary General Meeting to approve a Business Combination at a future date. |
| Q. |
When
and where is the Extraordinary General Meeting? |
| A. |
The
Extraordinary General Meeting will be held on [_], 2024, at 9: 00 a.m., New York Time at Evergreen Corporation, Lot 1.02, Level 1,
Glo Damansara, 699, Jalan Damansara, Taman Tun Dr Ismail, 60000 Kuala Lumpur, Malaysia and via live webcast at https://www.cstproxy.com/evergreencorporation/2024
and entering the voter control number located under the bar card code on your proxy card, voting instruction form or notice included
in the proxy materials. |
| Q. |
What
do I need in order to be able to participate in the Extraordinary General Meeting online? |
| A. |
You
can attend the Extraordinary General Meeting via the Internet by visiting https://www.cstproxy.com/evergreencorporation/2024 and
entering the voter control number located under the bar card code on your proxy card, voting instruction form or notice included
in the proxy materials. You will need the voter control number included on your proxy card in order to be able to vote your shares
or submit questions during the Extraordinary General Meeting. If you do not have a voter control number, you will be able to listen
to the Extraordinary General Meeting only and you will not be able to vote or submit questions during the Extraordinary General Meeting. |
| Q. |
What
are the specific proposals on which I am being asked to vote at the Extraordinary General Meeting? |
| A. |
EVGR
shareholders are being asked to consider and vote on the following proposals: |
| ● |
Proposal
No. 1 – Extension Amendment Proposal – To amend the Articles of Association to give the Company the right to extend
the Combination Period up to ten (10) times for an additional one (1) month each time, from April 11, 2024 to the Extended Date (the
“Extension Amendment Proposal”); |
| ● |
Proposal
No. 2 – Trust Agreement Amendment Proposal — To amend the Trust Agreement to allow the Company to extend the
Combination Period up to ten (10) times for an additional one (1) month each time from April 11, 2024 to the Extended Date by depositing
into the Trust Account, for each one-month period, the Extension Payment after giving effect to the Redemption (the “Trust
Agreement Amendment Proposal”); and |
| |
|
| ● |
Proposal
No. 3 – Adjournment Proposal – To adjourn the Extraordinary General Meeting to a later date or dates, if necessary,
to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting,
there are not sufficient votes to approve the Extension Amendment Proposal, or the Trust Agreement Amendment Proposal (the “Adjournment
Proposal”). |
| Q. |
Are
the proposals conditioned on one another? |
| A. |
Approval
of each of the Extension Amendment Proposal and the Trust Agreement Amendment Proposal is a condition to the implementation of the
Extension. |
If
the Extension is implemented and one or more EVGR shareholders elect to redeem their Public Shares pursuant to the Redemption, EVGR will
remove from the Trust Account and deliver to the holders of such redeemed Public Shares an amount equal to the pro rata portion of funds
available in the Trust Account with respect to such redeemed Public Shares, including interest earned but net of taxes payable,
and retain the remainder of the funds in the Trust Account for EVGR’s use in connection with consummating a Business Combination
on or before the Extended Date.
If
the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are not approved, and Sponsor does not elect to extend the
Termination Date by further funding the Trust Account, or if EVGR is otherwise unable to consummate a Business Combination by the Termination
Date, EVGR will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than
ten (10) business days thereafter subject to lawfully available funds therefor, redeem 100% of the Public Shares in consideration of
a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust
Account, including any interest earned on the funds held in the Trust Account (net of interest that may be used to pay EVGR’s taxes
payable and up to $100,000 for dissolution expenses), by (B) the total number of then issued and outstanding Public Shares, which redemption
will completely extinguish rights of the holders of Public Shares (including the right to receive further liquidating distributions,
if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of
EVGR’s remaining shareholders and the Board in accordance with applicable law, dissolve and liquidate, subject in the case of clauses
(ii) and (iii) above to EVGR’ obligations under the Companies Act, to provide for claims of creditors and other requirements of
applicable law.
The
initial shareholders waived their rights to participate in any liquidating distribution with respect to the 2,875,000 Founder Shares
and 532,500 shares underlying the private placement units held by them. There will be no distribution from the trust account with respect
to EVGR’s warrants, which will expire worthless in the event EVGR dissolves and liquidates the trust account.
The
Adjournment Proposal is conditioned on EVGR not obtaining the necessary votes for approving the Extension Amendment Proposal, and the
Trust Agreement Amendment Proposal prior to the Extraordinary General Meeting in order to seek additional time to obtain sufficient votes
in support of the Extension.
| Q. |
Why
is EVGR proposing the Extension Amendment Proposal and the Adjournment Proposal? |
| A. |
The
Articles of Association currently provide for the return of the IPO proceeds held in the Trust Account to the holders of Public Shares
sold in the IPO if there is no qualifying business combination(s) consummated on or before the Termination Date. The purpose of the
Extension Amendment Proposal, the Trust Agreement Amendment Proposal and, if necessary, the Adjournment Proposal, is to allow EVGR
additional time to complete a Business Combination pursuant to a Business Combination Agreement, if needed. |
While
EVGR is using its best efforts to complete a Business Combination on or before the Termination Date, the Board believes that it is in
the best interests of EVGR shareholders that the Extension be obtained so that, in the event a Business Combination is for any reason
not able to be consummated on or before the Termination Date, EVGR will have an additional amount of time to consummate a Business Combination.
Without the Extension, EVGR believes that there is significant risk that EVGR will not, despite its best efforts, be able to complete
a Business Combination on or before the Termination Date. If that were to occur, EVGR would be precluded from completing a Business Combination
and would be forced to liquidate even if EVGR shareholders are otherwise in favor of consummating a Business Combination.
EVGR
believes that given EVGR’s expenditure of time, effort and money on a Business Combination, circumstances warrant ensuring that
EVGR is in the best position possible to consummate a Business Combination and that it is in the best interests of EVGR shareholders
that EVGR obtain the Extension if needed. EVGR believes a Business Combination will provide significant benefits to its shareholders.
You
are not being asked to vote on a Business Combination at the Extraordinary General Meeting. The vote by EVGR shareholders on a Business
Combination will occur at an extraordinary general meeting of EVGR shareholders, to be held on at a later date, and the solicitation
of proxies from EVGR shareholders in connection with such separate Business Combination Extraordinary General Meeting, and the related
right of EVGR shareholders to redeem in connection with a Business Combination (which is a separate right to redeem in addition to the
right to redeem in connection with the Extension Amendment Proposal and the Trust Agreement Amendment Proposal), will be the subject
of a separate proxy statement/prospectus. If you want to ensure your Public Shares are redeemed in the event the Extension Amendment
Proposal and the Trust Agreement Amendment Proposal are implemented, you should elect to “redeem” your Public Shares in connection
with the Extraordinary General Meeting.
If
the Extension Amendment Proposal or the Trust Agreement Amendment Proposal are not approved by EVGR shareholders, EVGR may put the
Adjournment Proposal to a vote in order to seek additional time to obtain sufficient votes in support of the proposals. If the
Adjournment Proposal is not approved by EVGR shareholders, the Board may not be able to adjourn the Extraordinary General Meeting to
a later date or dates in the event that there are insufficient votes for, or otherwise in connection with, the approval of the
Extension Amendment Proposal and the Trust Agreement Amendment Proposal.
| Q. |
What
vote is required to approve the proposals presented at the Extraordinary General Meeting? |
| A. |
The
approval of the Extension Amendment Proposal requires a special resolution under the Companies Act, being the affirmative vote of
at least two-thirds (2/3) of such holders of the issued and outstanding Ordinary Shares and Founder Shares as, being entitled to
do so, voting in person or by proxy at the Extraordinary General Meeting or any adjournment thereof. An EVGR’s shareholder’s
failure to vote by proxy or to vote herself/himself/itself at the Extraordinary General Meeting will not be counted towards the number
of Ordinary Shares and Founder Shares required to validly establish a quorum, and if a valid quorum is otherwise established, such
failure to vote, abstentions and broker non-votes will have no effect on the outcome of the proposal. The presence, oneself or by
proxy, at the Extraordinary General Meeting of the holders of issued and outstanding Ordinary Shares and Founder Shares representing
a majority of the voting power of all issued and outstanding Ordinary Shares and Founder Shares entitled to vote as of the Record
Date at the Extraordinary General Meeting shall constitute a quorum for the vote on the Extension Amendment Proposal. |
Approval
of the Trust Agreement Amendment Proposal requires an ordinary resolution under the Companies Act and, pursuant to the Trust Agreement,
requires the affirmative vote of at least sixty-five percent (65%) of the votes cast by the holders of the Ordinary Shares and Founder
Shares present themselves or represented by proxy at the Extraordinary General Meeting and entitled to vote thereon and the Adjournment
Proposal requires an ordinary resolution under the Companies Act, being the affirmative vote of a simple majority of the votes cast by
the holders of the Ordinary Shares and Founder Shares present themselves or represented by proxy at the Extraordinary General Meeting
and entitled to vote thereon. Accordingly, an EVGR’s shareholder’s failure to vote by proxy or to vote oneself at the Extraordinary
General Meeting will not be counted towards the number of Ordinary Shares and Founder Shares required to validly establish a quorum.
However, if a valid quorum is otherwise established, such failure to vote will have no effect on the outcome of any vote on the Adjournment
Proposal. Abstentions (but not broker non-votes), while considered present for the purposes of establishing a quorum, will not count
as a vote cast at the Extraordinary General Meeting and will have no effect on the outcome of any vote on the Adjournment Proposal. The
presence, oneself or by proxy, at the Extraordinary General Meeting of the holders of issued and outstanding Ordinary Shares and Founder
Shares representing a majority of the voting power of all issued and outstanding Ordinary Shares and Founder Shares entitled to vote
as of the Record Date at the Extraordinary General Meeting shall constitute a quorum for the vote on the Adjournment Proposal.
| Q. |
Why
should I vote “FOR” the Extension Amendment Proposal? |
| A. |
EVGR
believes its shareholders will benefit from EVGR consummating a Business Combination and is proposing the Extension Amendment Proposal
to extend the date by which EVGR has to complete an initial business combination until the Extended Date. The Extension would give
EVGR additional time to complete a Business Combination. |
| |
|
The
Board believes that it is in the best interests of EVGR shareholders and EVGR that the Extension be obtained so that, in the event a
Business Combination is for any reason not able to be consummated on or before the Termination Date, EVGR will have an additional amount
of time to consummate a Business Combination. Without the Extension, EVGR believes that there is significant risk that EVGR will not,
despite its best efforts, be able to complete a Business Combination on or before the Termination Date. If that were to occur, EVGR would
be precluded from completing a Business Combination and would be forced to liquidate even if EVGR shareholders are otherwise in favor
of consummating a Business Combination.
EVGR
believes that given EVGR’s expenditure of time, effort and money on a Business Combination, circumstances warrant ensuring that
EVGR is in the best position possible to consummate a Business Combination and that it is in the best interests of EVGR shareholders
that EVGR obtain the Extension if needed. EVGR believes a Business Combination will provide significant benefits to its shareholders.
| Q. |
Why
should I vote “FOR” the Trust Agreement Amendment Proposal? |
| A. |
EVGR
believes shareholders will benefit from EVGR consummating a Business Combination and is proposing the Trust Agreement Amendment Proposal
to extend the date by which EVGR has to complete a business combination until the Extended Date. The Extension would give EVGR additional
time to complete a Business Combination. |
The
Board believes that it is in the best interests of EVGR shareholders and EVGR that the Extension be obtained so that, in the event a
Business Combination is for any reason not able to be consummated on or before the Termination Date, EVGR will have an additional amount
of time to consummate a Business Combination. Without the Extension, EVGR believes that there is significant risk that EVGR will not,
despite its best efforts, be able to complete a Business Combination on or before the Termination Date. If that were to occur, EVGR would
be precluded from completing a Business Combination and would be forced to liquidate even if EVGR shareholders are otherwise in favor
of consummating a Business Combination.
EVGR
believes that given EVGR’s expenditure of time, effort and money on a Business Combination, circumstances warrant ensuring that
EVGR is in the best position possible to consummate a Business Combination and that it is in the best interests of EVGR shareholders
that EVGR obtain the Extension as needed. EVGR believes a Business Combination will provide significant benefits to its shareholders.
| Q. |
Why
should I vote “FOR” the Adjournment Proposal? |
| A. |
If
the Adjournment Proposal is not approved by EVGR shareholders, the Board may not be able to adjourn the Extraordinary General Meeting
to a later date in the event that there are insufficient votes for, or otherwise in connection with, the approval of the
Extension Amendment Proposal and the Trust Agreement Amendment Proposal. |
If
presented, the Board unanimously recommends that you vote in favor of the Adjournment Proposal.
| Q. |
How
will the initial shareholders vote? |
| A. |
The
initial shareholders have advised EVGR that they intend to vote any Ordinary Shares and Founder Shares over which they have voting
control, in favor of the Extension Amendment Proposal and, if necessary, the Adjournment Proposal. |
The
initial shareholders and their respective affiliates are not entitled to redeem any Founder Shares in connection with the Extension Amendment
Proposal and the Trust Agreement Amendment Proposal. On the Record Date, the Sponsor beneficially owned and was entitled to vote an aggregate
of 2,875,000 Founder Shares, representing approximately twenty percent (20%) of EVGR’s issued and outstanding shares, and 532,500
Ordinary Shares underlying the private placement units held by the Sponsor.
| Q. |
What
if I do not want to vote “FOR” the Extension Amendment Proposal, the Trust Agreement Amendment Proposal or the Adjournment
Proposal? |
| A. |
If
you do not want the Extension Amendment Proposal, the Trust Agreement Amendment Proposal or the Adjournment Proposal to be approved,
you may “ABSTAIN”, not vote, or vote “AGAINST” such proposal. |
If
you fail to vote by proxy or to vote yourself at the Extraordinary General Meeting, your shares will not be counted in connection with
the determination of whether a valid quorum is established and, if a valid quorum is otherwise established, such failure to vote will
have no effect on the outcome of any vote on the Extension Amendment Proposal and the Adjournment Proposal.
If
you vote to “ABSTAIN” or if you do not provide instructions with your proxy card to your broker, bank or nominee, such abstentions
(but not broker non-votes) will be counted in connection with the determination of whether a valid quorum is established and will have
no effect on the outcome of the Extension Amendment Proposal and the Trust Agreement Amendment Proposal.
If
the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved, the Adjournment Proposal will not be presented
for a vote.
| Q. |
What
happens if the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are not approved? |
| A. |
If
there are insufficient votes to approve the Extension Amendment Proposal and the Trust Agreement Amendment Proposal, EVGR may put
the Adjournment Proposal to a vote in order to seek additional time to obtain sufficient votes in support of the Extension. |
If
the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are not approved at the Extraordinary General Meeting or
at any adjournment thereof and the Sponsor does not elect to extend the Termination Date by further funding the Trust Account, or if
EVGR is otherwise unable to consummate its initial business combination by the Termination Date, EVGR will (i) cease all operations except
for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter subject to
lawfully available funds therefor, redeem 100% of the Public Shares in consideration of a per-share price, payable in cash, equal to
the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including any interest earned on the
funds held in the Trust Account (net of interest that may be used to pay EVGR’s taxes payable and up to $100,000 for dissolution
expenses), by (B) the total number of then issued and outstanding Public Shares, which redemption will completely extinguish rights of
the holders of Public Shares (including the right to receive further liquidating distributions, if any), subject to applicable law; and
(iii) as promptly as reasonably possible following such redemption, subject to the approval of EVGR’s remaining shareholders and
the Board in accordance with applicable law, dissolve and liquidate, subject in the case of clauses (ii) and (iii) above to EVGR’s
obligations under the Companies Act to provide for claims of creditors and other requirements of applicable law.
The
Sponsor and the officers, directors and the initial shareholders of EVGR waived their rights to participate in any liquidation distribution
with respect to the 2,875,000 Founder Shares and 532,500 Ordinary Shares underlying the private placement units held by them. There will
be no distribution from the Trust Account with respect to EVGR’s warrants, which will expire worthless in the event EVGR dissolves
and liquidates the Trust Account.
| Q. |
If
the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved, what happens next? |
| A. |
If
the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved, EVGR will continue to attempt to consummate
a Business Combination until the Extended Date. EVGR will file the amended and restated Articles of Association with the Cayman Islands
Registrar of Companies in substantially the form that appears in Annex A hereto and will continue its efforts to obtain approval
of a Business Combination at an extraordinary general meeting and consummate the closing of a Business Combination on or before the
Extended Date. |
If
the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved and the Extension is implemented, the removal
from the Trust Account of the amount equal to the pro rata portion of funds available in the Trust Account with respect to such redeemed
Public Shares will reduce the amount remaining in the Trust Account and increase the percentage interest of EVGR held by EVGR’s
officers, directors, the Sponsor and its affiliates.
| Q. |
Am
I able to exercise my redemption rights in connection with a Business Combination? |
| A. |
If
you do not choose to exercise Redemption rights in connection with the Extraordinary General Meeting, you may choose to exercise
Redemption rights in connection with a Business Combination if you are a holder of Ordinary Shares as of the close of business on
the record date for a Business Combination Extraordinary General Meeting, and you will be able to vote to approve a Business Combination
in a Business Combination Extraordinary General Meeting, to be held at a later date. The Extraordinary General Meeting relating to
the Extension Amendment Proposal and Trust Agreement Amendment does not affect your right to elect to redeem your Public Shares in
connection with a Business Combination, subject to any limitations set forth in the Articles of Association (including the requirement
to submit any request for redemption in connection with a Business Combination on or before the date that is two business days before
the Extraordinary General Meeting of EVGR shareholders to vote on a Business Combination). |
| Q. |
Do
I need to request that my shares be redeemed whether I vote for or against the Extension Amendment Proposal, or the Trust Agreement
Amendment Proposal? |
| A. |
Yes.
Whether you vote for or against the Extension Amendment Proposal, or the Trust Agreement Amendment Proposal you may elect to redeem
your shares. However, you will need to submit a redemption request for your Public Shares. |
| Q. |
May
I change my vote after I have mailed my signed proxy card? |
| A. |
Yes.
You may change your vote by: |
| |
● |
entering
a new vote by Internet or telephone; |
| |
● |
sending
a later-dated, signed proxy card addressed to EVGR’s Secretary located at Evergreen Corporation, Lot 1.02, Level 1, Glo Damansara,
699, Jalan Damansara, Taman Tun Dr Ismail, 60000 Kuala Lumpur, Malaysia, Attn: Secretary, so that it is received by EVGR’s
Secretary on or before the Extraordinary General Meeting; or |
| |
● |
attending
and voting, in person or virtually via the Internet, during the Extraordinary General Meeting. |
You
also may revoke your proxy by sending a notice of revocation to EVGR’s Secretary, which must be received by EVGR’s Secretary
on or before the Extraordinary General Meeting. Attending the Extraordinary General Meeting will not cause your previously granted proxy
to be revoked unless you specifically so request.
| Q. |
How
are votes counted? |
| A. |
Votes
will be counted by the inspector of election appointed for the Extraordinary General Meeting, who will separately count “FOR”
and “AGAINST” votes, “ABSTAIN” and broker non-votes. The approval of each of the Extension Amendment Proposal
requires a special resolution under the Companies Act, being the affirmative vote of at least two-thirds (2/3) of such holders of
the issued and outstanding Ordinary Shares and Founder Shares, as, being entitled to do so, vote in person or by proxy at the Extraordinary
General Meeting or any adjournment thereof. Approval of the Trust Agreement Amendment Proposal requires an ordinary resolution under
the Companies Act and, pursuant to the Trust Agreement, requires the affirmative vote of at least sixty-five percent (65%) of the
votes cast by the holders of the Ordinary Shares and Founder Shares and the Adjournment Proposal requires an ordinary resolution
under the Companies Act, being the affirmative vote of a simple majority of the votes cast by the holders of the Ordinary Shares
and Founder Shares present themselves or represented by proxy at the Extraordinary General Meeting and entitled to vote thereon.
With respect to the Extension Amendment Proposal and the Adjournment Proposal, abstentions (but not broker non-votes), while considered
present for the purposes of establishing a quorum, will have no effect on outcome of any vote on the Extension Amendment Proposal. |
| Q. |
If
my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me? |
| A. |
No.
Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with
respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures
provided to you by your broker, bank, or nominee. EVGR believes that all of the proposals presented to the shareholders at this Extraordinary
General Meeting will be considered non-discretionary and, therefore, your broker, bank, or nominee cannot vote your shares without
your instruction on any of the proposals presented at the Extraordinary General Meeting. If you do not provide instructions with
your proxy card, your broker, bank, or other nominee may deliver a proxy card expressly indicating that it is NOT voting your shares.
This indication that a broker, bank, or nominee is not voting your shares is referred to as a “broker non-vote.” Broker
non-votes will not be counted for the purposes of determining the existence of a quorum. Your bank, broker or other nominee can vote
your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with
directions you provide. Broker non-votes will have no effect on the outcome of any vote on the Extension Proposal and the Trust Agreement
Amendment Proposal, or the Adjournment Proposal. |
| Q. |
What
constitutes a quorum at the Extraordinary General Meeting? |
| A. |
A
quorum is the minimum number of EVGR shareholders necessary to hold a valid meeting. |
One
or more shareholders who together hold not less than a majority of the issued and outstanding Ordinary Shares and Founder Shares entitled
to attend and vote at the Extraordinary General Meeting being individuals present in person or by proxy or if a corporation or other
non-natural person by its duly authorized representative or proxy shall be a quorum.
| A. |
If
you were a holder of record of Ordinary Shares or Class B Ordinary Shares on [_], 2024, the Record Date for the Extraordinary General
Meeting, you may vote with respect to the proposals yourself at the Extraordinary General Meeting, or by completing, signing, dating
and returning the enclosed proxy card in the postage-paid envelope provided. |
Voting
by Mail. By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals
named on the proxy card to vote your shares at the Extraordinary General Meeting in the manner you indicate. You are encouraged to sign
and return the proxy card even if you plan to attend the Extraordinary General Meeting so that your shares will be voted if you are unable
to attend the Extraordinary General Meeting. If you receive more than one proxy card, it is an indication that your shares are held in
multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. Votes submitted by mail must be
received by 5:00 p.m., New York Time, on [_], 2024.
Voting
by Internet. Shareholders who have received a copy of the proxy card by mail may be able to vote over the Internet by visiting https://www.cstproxy.com/evergreencorporation/2024
and entering the voter control number included on your proxy card.
Voting
by Telephone. Dial toll-free 1-866-894-0536 and follow the instructions. Your telephone vote must be received by 11:59 p.m. New York
Time on [_], 2024 to be counted.
| Q. |
Does
the Board recommend voting “FOR” the approval of the Extension Amendment Proposal and the Adjournment Proposal? |
| A. |
Yes.
After careful consideration of the terms and conditions of the Extension Amendment Proposal, the Board has determined that the Extension
Amendment Proposal is in the best interests of EVGR and its shareholders. The Board unanimously recommends that EVGR shareholders
vote “FOR” the Extension Amendment Proposal. |
The
Board has also determined that the Trust Agreement Amendment Proposal is in the best interests of EVGR and its shareholders. The Board
unanimously recommends that EVGR shareholders vote “FOR” the Trust Agreement Amendment Proposal.
Additionally,
the Board has determined that the Adjournment Proposal is in the best interests of EVGR and its shareholders. The Board unanimously recommends
that EVGR shareholders vote “FOR” the Adjournment Proposal.
| Q. |
What
interests do EVGR’s directors and officers have in the approval of the Extension Amendment Proposal and the Trust Agreement
Amendment Proposal? |
| A. |
EVGR’s
directors and officers have interests in the Extension Amendment Proposal and the Trust Agreement Amendment Proposal that may be
different from, or in addition to, your interests as a shareholder. These interests include, among others, ownership, directly or
indirectly through the Sponsor, of Ordinary Shares, Founder Shares and private placement units. See the section entitled “Extraordinary
General Meeting of EVGR Shareholders — Interests of the Initial Shareholders” in this proxy statement. |
| Q. |
Do
I have appraisal rights or dissenters’ rights if I object to the Extension Amendment Proposal, or the Trust Agreement Amendment
Proposal? |
| A. |
No.
There are no appraisal rights available to EVGR shareholders in connection with the Extension Amendment Proposal, or the Trust Agreement
Amendment Proposal. |
| Q. |
If
I own a public warrant, can I exercise redemption rights with respect to my public warrants? |
| A. |
No.
The holders of public warrants issued in connection with the IPO, which are exercisable for one Ordinary Share at an exercise price
of $11.50 per share have no redemption rights with respect to such public warrants. |
| Q. |
If
I am a Unit holder, can I exercise redemption rights with respect to my Units? |
| A. |
No.
Holders of outstanding Units must separate the underlying Ordinary Shares and public warrants prior to exercising redemption rights
with respect to the Public Shares. |
If
you hold Units registered in your own name, you must deliver the certificate for such Units to the Trustee with written instructions
to separate such Units into Public Shares and public warrants. This must be completed far enough in advance to permit the mailing of
the Public Share certificates back to you so that you may then exercise your redemption rights upon the separation of the Public Shares
from the Units. See “How do I exercise my redemption rights?” below. The address of the Trustee is listed under the
question “Who can help answer my questions?” below.
If
a broker, dealer, commercial bank, trust company or other nominee holds your Units, you must instruct such nominee to separate your Units.
Your nominee must send written instructions by facsimile to the Trustee. Such written instructions must include the number of Units to
be split and the nominee holding such Units. Your nominee must also initiate electronically, using DTC’s DWAC system, a withdrawal
of the relevant Units and a deposit of an equal number of Public Shares and public warrants. This must be completed far enough in advance
to permit your nominee to exercise your redemption rights upon the separation of the Public Shares from the Units. While this is typically
done electronically the same business day, you should allow at least one full business day to accomplish the separation. If you fail
to cause your Public Shares to be separated in a timely manner, you will likely not be able to exercise your Redemption rights.
| Q. |
What
do I need to do now? |
| A. |
You
are urged to read carefully and consider the information contained in this proxy statement, including Annexes A and B, and to consider
how the Extension Amendment Proposal and the Adjournment Proposal will affect you as a shareholder. You should then vote as soon
as possible in accordance with the instructions provided in this proxy statement and on the enclosed proxy card or, if you hold your
shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee. |
| Q. |
How
do I exercise my redemption rights? |
| A. |
In
connection with the Extension Amendment Proposal and the Trust Agreement Amendment Proposal, and contingent upon the effectiveness
of the implementation of the Extension, EVGR shareholders may seek to redeem all or a portion of their Public Shares for a pro rata
portion of the funds available in the Trust Account at a per-share price, payable in cash, equal to the aggregate amount then on
deposit in the Trust Account as of two business days prior to the Extraordinary General Meeting, including interest earned on the
funds held in the Trust Account and not previously released to EVGR to pay its taxes, divided by the number of then issued and outstanding
Public Shares, subject to the limitations described in the final prospectus dated February 8, 2022, filed in connection with the
IPO. |
Continental
Stock Transfer & Trust Company, LLC
1
State Street, 30th Floor
New
York, NY 10004
Attn:
SPAC Redemption Team
Email:
spacredemptions@continentalstock.com
In
order to exercise your redemption rights, you must, prior to 5:00 p.m. New York Time on [_], 2024 (two (2) business days before the Extraordinary
General Meeting), (i) submit a written request to the Trustee, that EVGR redeem your Public Shares for cash, and (ii) deliver your shares
to the Trustee physically or electronically through DTC. The address of EVGR’s transfer agent is listed under the question “Who
can help answer my questions?” below. EVGR requests that any requests for redemption include the identity as to the beneficial
owner making such request. Electronic delivery of your shares generally will be faster than delivery of physical share certificates.
A
physical share certificate will not be needed if your shares are delivered to EVGR’s transfer agent electronically. In order to
obtain a physical share certificate, a shareholder’s broker and/or clearing broker, DTC and EVGR’s transfer agent will need
to act to facilitate the request. It is EVGR’s understanding that shareholders should generally allot at least one week to obtain
physical certificates from the transfer agent. However, because EVGR does not have any control over this process or over the brokers
or DTC, it may take significantly longer than one week to obtain a physical share certificate. If it takes longer than anticipated to
obtain a physical certificate, shareholders who wish to redeem their shares may be unable to obtain physical certificates by the deadline
for exercising their redemption rights and thus will be unable to redeem their shares.
Any
demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter,
with EVGR’s consent, until the vote is taken with respect to the matters presented at the Extraordinary General Meeting. If you
delivered your shares for redemption to the Trustee and decide within the required timeframe not to exercise your redemption rights,
you may request that the Trustee return the shares (physically or electronically). Such requests may be made by contacting the Trustee
at the phone number or address listed under the question “Who can help answer my questions?”
EVGR
shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name”
are required to either tender their certificates to the transfer agent prior to the date set forth in this proxy statement, or up to
two (2) business days prior to the vote on the proposal to approve the Extension Amendment at the Extraordinary General Meeting, or to
deliver their shares to the transfer agent electronically using the DTC’s DWAC system, at such shareholder’s option. The
requirement for physical or electronic delivery prior to the Extraordinary General Meeting ensures that a redeeming shareholder’s
election to redeem is irrevocable once the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved.
There
is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through
the DWAC system. The transfer agent will typically charge a tendering broker a fee and it is in the broker’s discretion whether
or not to pass this cost on to the redeeming shareholder. However, this fee would be incurred regardless of whether or not shareholders
seeking to exercise redemption rights are required to tender their shares, as the need to deliver shares is a requirement to exercising
redemption rights, regardless of the timing of when such delivery must be effectuated.
| Q. |
What
should I do if I receive more than one (1) set of voting materials for the Extraordinary General Meeting? |
| A. |
You
may receive more than one set of voting materials for the Extraordinary General Meeting, including multiple copies of this proxy
statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account,
you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record
and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and
return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares. |
Separate
voting materials will be mailed to EVGR shareholders for a Business Combination Extraordinary General Meeting to be held on a later date.
Please be sure to complete, sign, date and return each proxy card and voting instruction card received relating to both the Extraordinary
General Meeting.
| Q. |
Who
will solicit and pay the cost of soliciting proxies for the Extraordinary General Meeting? |
| A. |
EVGR
will pay the cost of soliciting proxies for the Extraordinary General Meeting. EVGR has engaged Advantage Proxy, Inc. to assist in
the solicitation of proxies for the Extraordinary General Meeting. EVGR will also reimburse banks, brokers and other custodians,
nominees and fiduciaries representing beneficial owners of Ordinary Shares for their expenses in forwarding soliciting materials
to beneficial owners of Ordinary Shares and in obtaining voting instructions from those owners. The directors, officers and employees
of EVGR may also solicit proxies by telephone, by facsimile, by mail or on the Internet. They will not be paid any additional amounts
for soliciting proxies. |
| Q. |
Who
can help answer my questions? |
| A. |
If
you have questions about the proposals or if you need additional copies of this proxy statement or the enclosed proxy card you should
contact: |
Evergreen
Corporation
Lot
1.02, Level 1,
Glo
Damansara, 699, Jalan Damansara
Taman
Tun Dr Ismail
60000
Kuala Lumpur, Malaysia
Attention:
Chief Financial Officer
Email:
izmet@evg-corp.com
You
may also contact the proxy solicitor for EVGR at:
Advantage
Proxy, Inc.
PO
Box 10904
Yakima,
WA 98909
Tel:
866-894-0536 (toll-free) or
Email:
ksmith@advantageproxy.com
To
obtain timely delivery, EVGR shareholders must request the materials no later than [_], 2024, or five (5) business days prior to the
date of the Extraordinary General Meeting. You may also obtain additional information about EVGR from documents filed with the SEC by
following the instructions in the section entitled “Where You Can Find More Information.”
If
you intend to seek redemption of your Public Shares, you will need to send a letter demanding redemption and deliver your Public Shares
(either physically or electronically) to the transfer agent on or before 5:00 p.m., New York Time, on [_], 2024 (two business days before
the Extraordinary General Meeting) in accordance with the procedures detailed under the question “How do I exercise my redemption
rights?”. If you have questions regarding the certification of your position or delivery of your Public Shares, please contact
the transfer agent:
Continental
Stock Transfer & Trust Company, LLC
1
State Street, 30th Floor
New
York, NY 10004
Attn:
SPAC Redemption Team
Email:
spacredemptions@continentalstock.com
EXTRAORDINARY
GENERAL MEETING OF EVGR SHAREHOLDERS
This
proxy statement is being provided to EVGR shareholders as part of a solicitation of proxies by the Board for use at the Extraordinary
General Meeting of EVGR shareholders to be held on [_], 2024, and at any adjournment thereof. This proxy statement contains important
information regarding the Extraordinary General Meeting, the proposals on which you are being asked to vote and information you may find
useful in determining how to vote and voting procedures.
This
proxy statement is being first mailed on or about [_], 2024 to all shareholders of record of EVGR as of [_], 2024, the record date for
the Extraordinary General Meeting. Shareholders of record who owned Ordinary Shares or Founder Shares at the close of business on the
Record Date are entitled to receive notice of, attend and vote at the Extraordinary General Meeting.
Date,
Time and Place of Extraordinary General Meeting
The
Extraordinary General Meeting will be held at 9: 00 a.m., New York Time, on [_], 2024 at the offices of Evergreen Corporation, Lot 1.02,
Level 1, Glo Damansara, 699, Jalan Damansara, Taman Tun Dr Ismail, 60000 Kuala Lumpur, Malaysia and via live webcast by visiting https://www.cstproxy.com/evergreencorporation/2024
and entering the voter control number located under the bar card code on your proxy card, voting instruction form or notice included
in the proxy materials. The Extraordinary General Meeting may be held at such other date, time and place to which such meeting may be
adjourned, to consider and vote on the proposals.
Proposals
at the Extraordinary General Meeting
At
the Extraordinary General Meeting, EVGR shareholders will consider and vote on the following proposals:
| ● |
Proposal
No. 1 – Extension Amendment Proposal – To amend EVGR’s Amended and Restated Articles of Association to give
the Company the right to extend the Combination Period up to ten (10) times for an additional one (1) month each time, from April
11, 2024 to the Extended Date; |
| |
|
| ● |
Proposal
No. 2 – Trust Agreement Amendment Proposal — To amend EVGR’s Trust Agreement by and between the Company
and the Trustee, to allow the Company to extend the Combination Period up to ten (10) times for an additional one (1) month each
time from April 11, 2024 to the Extended Date by depositing into the Trust Account, for each one-month extension, the Extension Payment;
and |
| |
|
| ● |
Proposal
No. 3 – Adjournment Proposal – To adjourn the Extraordinary General Meeting to a later date or dates, if necessary,
to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting,
there are not sufficient votes to approve the Extension Amendment Proposal, or the Trust Agreement Amendment Proposal. |
Voting
Power; Record Date
As
a shareholder of EVGR, you have a right to vote on certain matters affecting EVGR. The proposals that will be presented at the Extraordinary
General Meeting and upon which you are being asked to vote are summarized above and fully set forth in this proxy statement. You will
be entitled to vote or direct votes to be cast at the Extraordinary General Meeting if you own Ordinary Shares or Founder Shares at the
close of business on [_], 2024, which is the Record Date for the Extraordinary General Meeting. You are entitled to one (1) vote for
each Ordinary Shares or Founder Shares that you own as of the close of business on the Record Date. If your shares are held in “street
name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related
to the shares you beneficially own are properly counted. On the Record Date, there were 12,032,500 issued and outstanding Ordinary Shares,
of which 11,500,000 shares were held by holders of Public Shares and 2,875,000 Founder Shares and 532,500 Ordinary Shares underlying
the private placement units were held by the Sponsor.
Recommendation
of the Board
THE
BOARD UNANIMOUSLY RECOMMENDS
THAT
YOU VOTE “FOR” EACH OF THESE PROPOSALS
Quorum
and Required Vote for Proposals for the Extraordinary General Meeting
The
approval of the Extension Amendment Proposal requires a special resolution under the Companies Act, being the affirmative vote of at
least two-thirds (2/3) of such holders of the issued and outstanding Ordinary Shares and Founder Shares, as, being entitled to do so,
vote in person or by proxy at the Extraordinary General Meeting or any adjournment thereof. One or more shareholders who together hold
not less than a majority of the issued and outstanding Ordinary Shares and Founder Shares entitled to attend and vote at the Extraordinary
General Meeting being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorized
representative or proxy shall be a quorum. The failure to vote, abstentions and broker non-votes will have no effect on the outcome of
the Extension Amendment Proposal.
Approval
of the Trust Agreement Amendment Proposal requires an ordinary resolution under the Companies Act and, pursuant to the Trust Agreement,
requires the affirmative vote of at least sixty-five percent (65%) of the votes cast by the holders of the issued and outstanding Ordinary
Shares and Founder Shares present in person or represented by proxy at the Extraordinary General Meeting and the Adjournment Proposal
requires an ordinary resolution under the Companies Act, being the affirmative vote of a simple majority of the votes cast by the holders
of the issued and outstanding Ordinary Shares and Founder Shares present in person or represented by proxy at the Extraordinary General
Meeting or any adjournment thereof and entitled to vote on such matter. The failure to vote, abstentions and broker non-votes will have
no effect on the outcome of the Trust Agreement Amendment Proposal and Adjournment Proposal.
It
is possible that EVGR will not be able to complete its initial business combination on or before the Termination Date, or by the Extended
Date if the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved. If EVGR fails to complete its initial
business combination on or before the Termination Date, or by the Extended Date if the Extension Amendment Proposal and the Trust Agreement
Amendment are approved, EVGR will be required to dissolve and liquidate the Trust Account by returning the then remaining funds in such
account to the holders of Public Shares.
Voting
Your Shares – Shareholders of Record
If
you are an EVGR shareholder of record, you may vote by mail, Internet or telephone. Each Ordinary Share or Founder Share that you own
in your name entitles you to one (1) vote on each of the proposals for the Extraordinary General Meeting. Your one (1) or more proxy
cards show the number of Ordinary Shares or Founder Shares that you own.
Voting
by Mail. You can vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope
provided. By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals
named on the proxy card to vote your shares at the Extraordinary General Meeting in the manner you indicate. You are encouraged to sign
and return the proxy card even if you plan to attend the Extraordinary General Meeting so that your shares will be voted if you are unable
to attend the Extraordinary General Meeting. If you receive more than one proxy card, it is an indication that your shares are held in
multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. If you hold your shares in “street
name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or
other nominee to ensure that your shares are represented and voted at the Extraordinary General Meeting. If you sign and return the proxy
card but do not give instructions on how to vote your shares, your Ordinary Shares will be voted as recommended by the Board. The Board
unanimously recommends voting “FOR” the Extension Amendment Proposal, ‘FOR” the Trust Agreement Amendment Proposal
and “FOR” the Adjournment Proposal. Votes submitted by mail must be received by 5:00 p.m., New York Time, on [_], 2024.
Voting
by Internet. Shareholders who have received a copy of the proxy card by mail may be able to vote over the Internet by visiting https://www.cstproxy.com/evergreencorporation/2024
and entering the voter control number included on their proxy card.
Voting
by Telephone. Dial toll-free 1-866-894-0536 and follow the instructions. Your telephone vote must be received by 11:59 p.m. New York
Time on [_], 2024 to be counted.
Voting
Your Shares — Beneficial Owners
If
your shares are registered in the name of your broker, bank or other agent, you are the “beneficial owner” of those shares
and those shares are considered as held in “street name.” If you are a beneficial owner of shares registered in the name
of your broker, bank or other agent, you should have received a proxy card and voting instructions with these proxy materials from that
organization rather than directly from EVGR. Simply complete and mail the proxy card to ensure that your vote is counted. You may be
eligible to vote your shares electronically over the Internet or by telephone. A large number of banks and brokerage firms offer Internet
and telephone voting. If your bank or brokerage firm does not offer Internet or telephone voting information, please complete and return
your proxy card in the self-addressed, postage-paid envelope provided. To vote yourself at the Extraordinary General Meeting, you must
first obtain a valid legal proxy from your broker, bank or other agent and then register in advance to attend the Extraordinary General
Meeting. Follow the instructions from your broker or bank included with these proxy materials, or contact your broker or bank to request
a legal proxy form.
After
obtaining a valid legal proxy from your broker, bank or other agent, you must then register to attend the Extraordinary General Meeting
by submitting proof of your legal proxy reflecting the number of your shares along with your name and email address to the Trustee. Requests
for registration should be directed to Mark Zimkind at mzimkind@continentalstock.com. Written requests can be mailed to:
Continental
Stock Transfer & Trust Company, LLC
Attn:
SPAC Redemption Team
1
State Street, 30th Floor
New
York, NY 10004
You
will receive a confirmation of your registration by email after EVGR receives your registration materials. You may attend the Extraordinary
General Meeting by visiting https://www.cstproxy.com/evergreencorporation/2024 and entering the voter control number located under the
bar card code on your proxy card, voting instruction form or notice included in the proxy materials. You will also need a voter control
number included on your proxy card in order to be able to vote your shares or submit questions during the Extraordinary General Meeting.
Follow the instructions provided to vote. EVGR encourages you to access the Extraordinary General Meeting prior to the start time leaving
ample time for the check in.
Attending
the Extraordinary General Meeting
The
Extraordinary General Meeting will be held at Evergreen Corporation, Lot 1.02, Level 1, Glo Damansara, 699, Jalan Damansara, Taman Tun
Dr Ismail, 60000 Kuala Lumpur, Malaysia New York Time, on [_], 2024 and virtually via live webcast on the Internet. You will be able
to attend the Extraordinary General Meeting virtually by visiting https://www.cstproxy.com/evergreencorporation/2024 and entering the
voter control number located under the bar card code on your proxy card, voting instruction form or notice included in the proxy materials.
In order to vote or submit a question during the Extraordinary General Meeting, you will also need the voter control number included
on your proxy card. If you do not have the control number, you will be able to listen to the Extraordinary General Meeting only by registering
as a guest and you will not be able to vote or submit your questions during the Extraordinary General Meeting.
Revoking
Your Proxy
If
you give a proxy, you may revoke it at any time before the Extraordinary General Meeting or at the Extraordinary General Meeting by doing
any one of the following:
| ● |
you
may send another proxy card with a later date; |
| ● |
you
may notify EVGR’s Secretary in writing to Evergreen Corporation, Lot 1.02, Level 1, Glo Damansara, 699, Jalan Damansara, Taman
Tun Dr Ismail, 60000 Kuala Lumpur, Malaysia before the Extraordinary General Meeting that you have revoked your proxy; or |
| ● |
you
may attend the Extraordinary General Meeting, revoke your proxy, and vote oneself, as indicated above. |
No
Additional Matters
The
Extraordinary General Meeting has been called only to consider and vote on the approval of the Extension Amendment Proposal and the Adjournment
Proposal. Under the Articles of Association, other than procedural matters incident to the conduct of the Extraordinary General Meeting,
no other matters may be considered at the Extraordinary General Meeting if they are not included in this proxy statement, which serves
as the notice of the Extraordinary General Meeting.
EVGR
intends to hold a Business Combination Extraordinary General Meeting to approve a Business Combination at a future date.
Who
Can Answer Your Questions about Voting
If
you have any questions about how to vote or direct a vote in respect of your Ordinary Shares, you may call Advantage Proxy, Inc., EVGR’s
proxy solicitor, at: Toll Free: 866-894-0536; Email: ksmith@advantageproxy.com.
Redemption
Rights
In
connection with the Extension Amendment Proposal, the Trust Agreement Amendment Proposal, and contingent upon the effectiveness of the
Extension Amendment Proposal and the Trust Agreement Amendment Proposal, each holder of Public Shares may seek to redeem its Public Shares
for a pro rata portion of the funds available in the Trust Account, less any taxes. If you exercise your Redemption rights, you will
be exchanging your Public Shares for cash and will no longer own the shares.
In
order to exercise your Redemption rights you must:
| ● |
if
you hold Units, separate the underlying Public Shares and public warrants; |
| ● |
on
or before 5:00 p.m., New York Time, two business days before the Extraordinary General Meeting, tender your shares physically or
electronically and submit a request in writing that EVGR redeem your Public Shares for cash to the Trustee, the transfer agent, at
the following address: |
Continental
Stock Transfer & Trust Company, LLC
1
State Street, 30th Floor
New
York, NY 10004
Attn:
SPAC Redemption Team
Email:
spacredemptions@continentalstock.com
and
| ● |
deliver
your Public Shares either physically or electronically through DTC’s DWAC system to the transfer agent at least two business
days before the Extraordinary General Meeting. Shareholders seeking to exercise their redemption rights and opting to deliver physical
certificates should allot sufficient time to obtain physical certificates from the transfer agent and time to effect delivery. Shareholders
should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, it may take longer than
two weeks. Shareholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to
have the shares certificated or delivered electronically. If you do not submit a written request and deliver your Public Shares as
described above, your shares will not be redeemed. |
Shareholders
seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name” are required
to either tender their certificates to the transfer agent prior to the date set forth in this proxy statement, or up to two business
days prior to the vote on the proposal to approve the Extension Amendment Proposal at the Extraordinary General Meeting, or to deliver
their shares to the transfer agent electronically using DTC’s DWAC system, at such shareholder’s option.
Holders
of outstanding Units must separate the underlying Public Shares and public warrants prior to exercising redemption rights with respect
to the Public Shares. If you hold Units registered in your own name, you must deliver the certificate for such Units to the Trustee,
with written instructions to separate such Units into Public Shares and public warrants. This must be completed far enough in advance
to permit the mailing of the Public Share certificates back to you so that you may then exercise your redemption rights upon the separation
of the Public Shares from the Units.
If
a broker, dealer, commercial bank, trust company or other nominee holds your Units, you must instruct such nominee to separate your Units.
Your nominee must send written instructions by facsimile to the Trustee. Such written instructions must include the number of Units to
be split and the nominee holding such Units. Your nominee must also initiate electronically, using DTC’s DWAC system, a withdrawal
of the relevant Units and a deposit of an equal number of Public Shares and public warrants. This must be completed far enough in advance
to permit your nominee to exercise your redemption rights upon the separation of the Public Shares from the Units. While this is typically
done electronically on the same business day, you should allow at least one full business day to accomplish the separation. If you fail
to cause your Units to be separated in a timely manner, you will likely not be able to exercise your redemption rights.
Each
redemption of a Public Share by holders of Public Shares will reduce the amount in the Trust Account, which held marketable securities
with a fair value of approximately $[_] as of the [_], 2024. Prior to their exercising Redemption rights, EVGR shareholders should verify
the market price of the Ordinary Shares, as shareholders may receive higher proceeds from the sale of their Ordinary Shares in the public
market than from exercising their redemption rights if the market price per share is higher than the redemption price. There is no assurance
that you will be able to sell your Public Shares in the open market, even if the market price per share is lower than the redemption
price stated above, as there may not be sufficient liquidity in the Ordinary Shares when you wish to sell your shares.
If
you exercise your Redemption rights, your Public Shares will cease to be outstanding and will only represent the right to receive a pro
rata share of the aggregate amount then on deposit in the Trust Account. You will have no right to participate in, or have any interest
in, the future growth of EVGR, if any. You will be entitled to receive cash for your Public Shares only if you properly and timely demand
redemption.
If
the Extension Amendment Proposal is not approved and the Sponsor does not elect to extend the Termination Date by further funding the
Trust Account, EVGR will be required to dissolve and liquidate the Trust Account by returning the then remaining funds in such account
to the holders of Public Shares and all of EVGR’s warrants will expire worthless.
Your
right to redeem in connection with the Extraordinary General Meeting relating to the Extension Amendment Proposal and the Adjournment
Proposal does not affect the right of EVGR shareholders to elect to redeem their Public Shares in connection with a Business Combination,
which is a separate and additional redemption right available to EVGR shareholders.
Appraisal
Rights
There
are no appraisal rights available to EVGR shareholders in connection with the Extension Amendment Proposal, or the Trust Agreement Amendment
Proposal.
Proxy
Solicitation Costs
EVGR
is soliciting proxies on behalf of the Board. This proxy solicitation is being made by mail, but also may be made by telephone or on
the Internet. EVGR has engaged Advantage Proxy, Inc. to assist in the solicitation of proxies for the Extraordinary General Meeting.
EVGR and its directors, officers and employees may also solicit proxies on the Internet. EVGR will ask banks, brokers and other institutions,
nominees and fiduciaries to forward this proxy statement and the related proxy materials to their principals and to obtain their authority
to execute proxies and voting instructions.
EVGR
will bear the entire cost of the proxy solicitation, including the preparation, assembly, printing, mailing and distribution of this
proxy statement and the related proxy materials. EVGR will reimburse brokerage firms and other custodians for their reasonable out-of-pocket
expenses for forwarding this proxy statement and the related proxy materials to EVGR shareholders. Directors, officers and employees
of EVGR who solicit proxies will not be paid any additional compensation for soliciting.
Interests
of the Initial Shareholders
In
considering the recommendation of our Board to vote in favor of the Extension Amendment Proposal and the Trust Agreement Amendment Proposal,
shareholders should be aware that, aside from their interests as shareholders, the initial shareholders have interests in a Business
Combination that are different from, or in addition to, those of other shareholders generally. These interests include, among other things:
| ● |
If
the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are not approved and a Business Combination is not consummated
by April 11, 2024 (or such later date that may be approved by EVGR shareholders, such as the Extended Date), and the Sponsor does
not elect to extend the Termination Date by further funding the Trust Account, EVGR will cease all operations except for the purpose
of winding up, redeeming 100% of the issued and outstanding EVGR Public Shares for cash and, subject to the approval of its remaining
shareholders and its board of directors, dissolving and liquidating. In such event, the Founder Shares held by the Sponsor, which
were acquired for an aggregate purchase price of $25,000 prior to the IPO, would be worthless because the holders are not entitled
to participate in any redemption or distribution with respect to such shares. Such shares had an aggregate market value of $[_] based
upon the closing price of $[_] per share on Nasdaq on [_], 2024. |
| |
|
| ● |
Simultaneously
with the consummation of the IPO, EVGR consummated the private sale of 532,500 private placement units at a price of $10.00 per unit,
for an aggregate purchase price of $5,325,000. Each private placement unit is identical to the units sold in IPO. Such private placement
units have an aggregate market value of approximately $[_] based upon the closing per unit price of $[_] on Nasdaq on [_], 2024.
The private placement units, including the underlying Ordinary Shares and warrants, will become worthless if EVGR does not consummate
a business combination by April 11, 2024 (or such later date that may be approved by EVGR shareholders, such as the Extended Date).
|
| |
|
| ● |
The
Sponsor paid significantly less for its shares than other current shareholders and holders of public units paid for their shares
purchased in the IPO or shares purchased in the open market thereafter. Prior to the consummation of the IPO, Sponsor purchased 2,875,000
Founder Shares for an aggregate purchase price of $25,000, or approximately $0.009 per share. |
| |
|
| ● |
If
EVGR is unable to complete an initial business combination within the required time period, the aggregate dollar amount of non-reimbursable
funds (excluding any unpaid expenses incurred by the Sponsor) is $[_], comprised of (a) $[_] representing the market value of Founder
Shares, and (b) $[_] representing the market value of private placement units. Certain EVGR directors and executive officers have
indirect economic interests in the private placement units and in the Founder Shares. |
| |
|
| ● |
The
Sponsor has agreed not to redeem any Ordinary Shares or Founder Shares, held by it in connection with a shareholder vote to approve
an initial business combination. |
| |
|
| ● |
The
Sponsor and EVGR’s officers and directors have agreed to waive their rights to liquidating distributions from the Trust Account
with respect to any Founder Shares held by them if EVGR fails to complete an initial business combination by April 11, 2024 (or such
later date that may be approved by EVGR shareholders, such as the Extended Date). |
| |
|
| ● |
The
continued indemnification of current directors and officers of EVGR and the continuation of directors’ and officers’
liability insurance after a Business Combination. |
| |
|
| ● |
The
Sponsor agreed to loan the Company up to a total of $2,300,000 in connection with its funding of the two automatic extensions permitted
the EVGR’s Articles of Association. The loans are non-interest bearing and unsecured. |
Additionally,
if the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved and EVGR consummates an initial business
combination, the officers and directors of EVGR may have additional interests as described in the proxy statement/prospectus for such
transaction.
RISK
FACTORS
If
we were deemed to be an investment company for purposes of the Investment Company Act of 1940, as amended (the “Investment Company
Act”), we may be forced to abandon our efforts to complete an initial business combination and instead be required to liquidate
the Company. To avoid that result, we may determine, in our discretion, to liquidate the securities held in the trust account.
There
is currently uncertainty concerning the applicability of the Investment Company Act to a special purpose acquisition company (“SPAC”)
and we may in the future be subject to a claim that we have been operating as an unregistered investment company. If we are deemed to
be an investment company for purposes of the Investment Company Act, we might be forced to abandon our efforts to complete an initial
business combination and instead be required to liquidate. If we are required to liquidate, our investors would not be able to realize
the benefits of owning stock in a successor operating business, including the potential appreciation in the value of our stock and warrants
following such a transaction, and our warrants would expire worthless.
The
funds in the trust account have, since our initial public offering, been held only in U.S. government securities within the meaning set
forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in money market funds investing solely
in United States Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act. However, to mitigate the
risk of us being deemed to have been operating as an unregistered investment company (including under the subjective test of Section
3(a)(1)(A) of the Investment Company Act), we may, in our own discretion, instruct Continental Stock Transfer & Trust Company, the
trustee with respect to the trust account, to liquidate the U.S. government securities or money market funds held in the trust account.
This may mean that the amount of funds available for redemption would not increase, thereby reducing the dollar amount our public shareholders
would receive upon any redemption or liquidation of the Company.
In
addition, the longer that the funds in the trust account are held in short-term U.S. government securities or in money market funds invested
exclusively in such securities, there is a greater risk that we may be considered an unregistered investment company, in which case we
may be required to liquidate. Accordingly, we may determine, in our discretion, to liquidate the securities held in the trust account
at any time.
We
may not be able to complete an initial business combination with a U.S. target company since such initial business combination may be
subject to U.S. foreign investment regulations and review by a U.S. government entity such as the Committee on Foreign Investment in
the United States (CFIUS), or ultimately prohibited.
The
Sponsor is controlled by Liew Choon Lian, an individual who resides in and is a citizen of Malaysia. We are therefore likely considered
a “foreign person” under the regulations administered by CFIUS and will continue to be considered as such in the future for
so long as the Sponsor has the ability to exercise control over us for purposes of CFIUS’s regulations. As such, an initial business
combination with a U.S. business may be subject to CFIUS review, the scope of which was expanded by the Foreign Investment Risk Review
Modernization Act of 2018 (“FIRRMA”), to include certain non-passive, non-controlling investments in sensitive U.S.
businesses and certain acquisitions of real estate even with no underlying U.S. business. FIRRMA, and subsequent implementing regulations
that are now in force, also subjects certain categories of investments to mandatory filings. If our potential initial business combination
with a U.S. business falls within CFIUS’s jurisdiction, we may determine that we are required to make a mandatory filing or that
we will submit a voluntary notice to CFIUS, or to proceed with the initial business combination without notifying CFIUS and risk CFIUS
intervention, before or after closing the initial business combination. CFIUS may decide to block or delay our initial business combination,
impose conditions to mitigate national security concerns with respect to such initial business combination or order us to divest all
or a portion of a U.S. business of the combined company without first obtaining CFIUS clearance, which may limit the attractiveness of
or prevent us from pursuing certain initial business combination opportunities that we believe would otherwise be beneficial to us and
our shareholders. As a result, the pool of potential targets with which we could complete an initial business combination may be limited
and we may be adversely affected in terms of competing with other special purpose acquisition companies which do not have similar foreign
ownership issues.
Moreover,
the process of government review, whether by the CFIUS or otherwise, could be lengthy and we have limited time to complete our initial
business combination. If we cannot complete our initial business combination by April 11, 2024 (or such later date that may be approved
by EVGR shareholders, such as the Extended Date) because the review process drags on beyond such timeframe or because our initial business
combination is ultimately prohibited by CFIUS or another U.S. government entity, we may be required to liquidate. If we liquidate, our
public shareholders may only receive $[_] per share (including interest not previously released to EVGR to pay its taxes), without taking
into account any interest earned after [_], 2024, and our warrants will expire worthless. This will also cause you to lose the investment
opportunity in a target company and the chance of realizing future gains on your investment through any price appreciation in the combined
company.
PROPOSAL
NO. 1 – THE EXTENSION AMENDMENT PROPOSAL
Overview
EVGR
is proposing to amend its Articles of Association to extend the date by which EVGR has to consummate a business combination to the Extended
Date so as to give EVGR additional time to complete a Business Combination. A copy of the proposed amended and restated Articles of Association
of EVGR is attached to this proxy statement as part of Annex A.
While
EVGR is using its best efforts to complete a Business Combination on or before the Termination Date, the Board believes that it is in
the best interests of EVGR shareholders that the Extension be obtained so that, in the event a Business Combination is for any reason
not able to be consummated on or before the Termination Date, EVGR will have an additional amount of time to consummate a Business Combination.
Without the Extension, EVGR believes that there is significant risk that EVGR will not, despite its best efforts, be able to complete
a Business Combination on or before the Termination Date. If that were to occur, EVGR would be precluded from completing a Business Combination
and would be forced to liquidate even if EVGR shareholders are otherwise in favor of consummating a Business Combination. EVGR intends
to hold a Business Combination Extraordinary General Meeting at a future date to approve a Business Combination.
Articles
of Association
EVGR
believes that given EVGR’s expenditure of time, effort and money on a Business Combination, circumstances warrant ensuring that
EVGR is in the best position possible to consummate a Business Combination and that it is in the best interests of EVGR shareholders
that EVGR obtain the Extension if needed. EVGR believes a Business Combination will provide significant benefits to its shareholders.
As
contemplated by the Articles of Association, the holders of the Ordinary Shares may elect to redeem all or a portion of their Public
Shares in exchange for their pro rata portion of the funds held in the Trust Account if the Extension is implemented. You may elect to
redeem your Public Shares in connection with the Extraordinary General Meeting.
On
[_], 2024, the redemption price per Public Share was approximately $[_] (which is expected to be the same approximate amount two (2)
business days prior to the Extraordinary General Meeting), based on the aggregate amount on deposit in the Trust Account of approximately
$[_] as of [_], 2024 (including interest not previously released to EVGR to pay its taxes), divided by the total number of then issued
and outstanding Public Shares. The closing price of the Ordinary Shares on Nasdaq Global Market on [_], 2024 was $[_]. Accordingly, if
the market price of the Ordinary Shares were to remain the same until the date of the Extraordinary General Meeting, exercising redemption
rights would result in a holder of Public Shares receiving approximately $[_] less per share than if the Public Shares were sold in the
open market. EVGR cannot assure shareholders that they will be able to sell their Ordinary Shares in the open market, even if the market
price per Public Share is lower than the redemption price stated above, as there may not be sufficient liquidity in its securities when
such shareholders wish to sell their shares. EVGR believes that such redemption right enables its holders of Public Shares to determine
whether to sustain their investments for an additional period if EVGR does not complete a Business Combination on or before the Termination
Date.
Reasons
for the Extension Amendment Proposal
EVGR
has determined that there will not be sufficient time before April 11, 2024 (its current termination date) to hold an Extraordinary General
Meeting to obtain the requisite shareholder approval of, and to consummate, a Business Combination. After consultation with the Sponsor,
EVGR’s management has reasons to believe that, if the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are
approved, the Sponsor will extend to EVGR the lesser of (a) $[_] and (b) $[_] for each Class A ordinary share (the “Extension
Payment”) as a loan so the Company can deposit the funds into the Trust Account as the Extension Payment, upon advance notice
prior to the applicable deadlines, and extend the Combination Period for an additional one (1) month period, up to ten (10) times until
the Extended Date. Each Extension Payment will be deposited in the Trust Account within two business days prior to the beginning of the
additional extension period (or portion thereof), other than the first Extension Payment which will be made on the day of the approval
of the Trust Agreement Amendment Proposal. The Extension Payment(s) will bear no interest and will be repayable by the Company to the
Sponsor upon consummation of an initial business combination. The loans will be forgiven by the Sponsor if the Company is unable to consummate
an initial business combination except to the extent of any funds held outside of the Trust Account.
The
Articles of Association currently provide that EVGR has until the Termination Date to complete an initial business combination. EVGR
and its officers and directors agreed that they would not seek to amend the Articles of Association to allow for a longer period of time
to complete a business combination unless EVGR provided holders of its Public Shares with the right to seek redemption of their Public
Shares in connection therewith. While EVGR is using its best efforts to complete a Business Combination on or before the Termination
Date, the Board believes that it is in the best interests of EVGR shareholders that the Extension be obtained so that, in the event a
Business Combination is for any reason not able to be consummated on or before the Termination Date, EVGR will have an additional amount
of time to consummate a Business Combination. Without the Extension, EVGR believes that there is significant risk that EVGR will not,
despite its best efforts, be able to complete a Business Combination on or before the Termination Date. If that were to occur, EVGR would
be precluded from completing a Business Combination and would be forced to liquidate even if EVGR shareholders are otherwise in favor
of consummating a Business Combination.
The
Extension Amendment Proposal is essential to allowing EVGR additional time to consummate a Business Combination in the event a Business
Combination is for any reason not completed on or before the Termination Date. Approval of each of the Extension Amendment Proposal and
the Trust Agreement Amendment Proposal is a condition to the implementation of the Extension.
EVGR
believes that given EVGR’s expenditure of time, effort and money on a Business Combination, circumstances warrant ensuring that
EVGR is in the best position possible to consummate a Business Combination and that it is in the best interests of EVGR shareholders
that EVGR obtain the Extension if needed. EVGR believes a Business Combination will provide significant benefits to its shareholders.
If
the Extension Amendment Proposal is Not Approved
If
the Extension Amendment Proposal is not approved and the Sponsor does not elect to extend the Termination Date by further funding the
Trust Account, or if EVGR is otherwise unable to consummate its initial business combination by the Termination Date, EVGR will (i) cease
all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter
subject to lawfully available funds therefor, redeem 100% of the Public Shares in consideration of a per-share price, payable in cash,
equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including any interest earned
on the funds held in the Trust Account (net of interest that may be used to pay EVGR’s taxes payable and for dissolution expenses),
by (B) the total number of then issued and outstanding Public Shares, which redemption will completely extinguish rights of the holders
of Public Shares (including the right to receive further liquidating distributions, if any), subject to applicable law; and (iii) as
promptly as reasonably possible following such redemption, subject to the approval of EVGR’s remaining shareholders and the Board
in accordance with applicable law, dissolve and liquidate, subject in the case of clauses (ii) and (iii) above to EVGR’s obligations
under the Companies Act to provide for claims of creditors and other requirements of applicable law.
The
initial shareholders have waived their rights to participate in any liquidation distribution with respect to the 2,875,000 Founder Shares
and 532,500 Ordinary Shares underlying the private placement units held by them. There will be no distribution from the Trust Account
with respect to EVGR’s warrants, which will expire worthless in the event EVGR dissolves and liquidates the Trust Account.
If
the Extension Amendment Proposal is Approved
If
the Extension Amendment Proposal is approved, EVGR intends to file the amended and restated Articles of Association with the Cayman Islands
Registrar of Companies in the form of Annex A hereto to extend the time it has to complete a business combination until the Extended
Date. EVGR will then continue to attempt to consummate a business combination until the Extended Date. EVGR will remain a reporting company
under the Exchange Act and its Units, Ordinary Shares and public warrants will remain publicly traded during this time.
You
are not being asked to vote on a Business Combination at the Extraordinary General Meeting. The vote by EVGR shareholders on a Business
Combination will occur at a separate Business Combination Extraordinary General Meeting of EVGR shareholders, to be held at a later date,
and the solicitation of proxies from EVGR shareholders in connection with such separate Business Combination Extraordinary General Meeting,
and the related right of EVGR shareholders to redeem in connection with a Business Combination (which is a separate right to redeem in
addition to the right to redeem in connection with the Extension Amendment Proposal and the Trust Agreement Amendment Proposal), will
be the subject of a separate proxy statement/prospectus. If you want to ensure your Public Shares are redeemed in the event the Extension
Amendment Proposal and the Trust Agreement Amendment Proposal are implemented, you should elect to “redeem” your Public Shares
in connection with the Extraordinary General Meeting.
Redemption
Rights
In
connection with the Extension Amendment Proposal and contingent upon the effectiveness of the implementation of the Extension, each public
shareholder may seek to redeem its Public Shares for a pro rata portion of the funds available in the Trust Account, less any taxes owed
on such funds but not yet paid. If you exercise your redemption rights, you will be exchanging your Public Shares for cash and will no
longer own the shares.
In
order to exercise your redemption rights, you must:
| ● |
if
you hold Units, separate the underlying Public Shares and public warrants; |
| |
|
| ● |
on
or before two business days before the Extraordinary General Meeting, tender your shares physically or electronically and submit
a request in writing that EVGR redeem your Public Shares for cash to the Trustee, at the following address: |
Continental
Stock Transfer & Trust Company, LLC
1
State Street, 30th Floor
New
York, NY 10004
Attn:
SPAC Redemption Team
Email:
spacredemptions@continentalstock.com
and
| ● |
deliver
your Public Shares either physically or electronically through DTC’s DWAC system to the transfer agent at least two business
days before the Extraordinary General Meeting. |
Shareholders
seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical
certificates from the transfer agent and time to effect delivery. Shareholders should generally allot at least two (2) weeks to obtain
physical certificates from the transfer agent. However, it may take longer than two weeks. Shareholders who hold their shares in street
name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically. If
you do not submit a written request and deliver your Public Shares as described above, your shares will not be redeemed.
Shareholders
seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name” are required
to either tender their certificates to the transfer agent prior to the date set forth in this proxy statement, or up to two business
days prior to the vote on the proposal to approve the Extension Amendment Proposal at the Extraordinary General Meeting, or to deliver
their shares to the transfer agent electronically using DTC’s DWAC system, at such shareholder’s option.
Holders
of outstanding Units must separate the underlying Public Shares and public warrants prior to exercising redemption rights with respect
to the Public Shares. If you hold Units registered in your own name, you must deliver the certificate for such Units to the Trustee,
with written instructions to separate such Units into Public Shares and public warrants. This must be completed far enough in advance
to permit the mailing of the Public Share certificates back to you so that you may then exercise your redemption rights upon the separation
of the Public Shares from the Units.
If
a broker, dealer, commercial bank, trust company or other nominee holds your Units, you must instruct such nominee to separate your Units.
Your nominee must send written instructions by facsimile to the Trustee. Such written instructions must include the number of Units to
be split and the nominee holding such Units. Your nominee must also initiate electronically, using DTC’s DWAC system, a withdrawal
of the relevant Units and a deposit of an equal number of Public Shares and public warrants. This must be completed far enough in advance
to permit your nominee to exercise your redemption rights upon the separation of the Public Shares from the Units. While this is typically
done electronically on the same business day, you should allow at least one full business day to accomplish the separation. If you fail
to cause your Units to be separated in a timely manner, you will likely not be able to exercise your redemption rights.
Each
redemption of a Public Share by EVGR’s public shareholders will reduce the amount in the Trust Account, which held marketable securities
with a fair value of approximately $[_] as of [_], 2024. Prior to their exercising redemption rights, EVGR shareholders should verify
the market price of the Public Shares, as shareholders may receive higher proceeds from the sale of their shares of Public Shares in
the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. There
is no assurance that you will be able to sell your Public Shares in the open market, even if the market price per share is lower than
the redemption price stated above, as there may not be sufficient liquidity in the Public Shares when you wish to sell your shares.
If
you exercise your redemption rights, your Public Shares will cease to be outstanding and will only represent the right to receive a pro
rata share of the aggregate amount then on deposit in the Trust Account. You will have no right to participate in, or have any interest
in, the future growth of EVGR, if any. You will be entitled to receive cash for your Public Shares only if you properly and timely demand
redemption.
If
EVGR does not consummate an initial business combination on or before the Termination Date, the Extension Amendment Proposal is not approved,
and the Sponsor does not elect to extend the Termination Date by further funding the Trust Account, EVGR will be required to dissolve
and liquidate the trust account by returning the then remaining funds in such account to the public shareholders and all of EVGR’s
warrants will expire worthless.
Your
right to redeem in connection with the Extraordinary General Meeting relating to the Extension Amendment Proposal does not affect the
right of EVGR shareholders to elect to redeem their Public Shares in connection with a Business Combination, which is a separate and
additional redemption right available to EVGR shareholders. Shareholders of EVGR seeking to exercise their redemption rights in connection
with a Business Combination should follow the instructions for the exercise of such rights set forth in the proxy statement/prospectus
relating to a Business Combination Extraordinary General Meeting.
Vote
Required for Approval
The
approval of the Extension Amendment Proposal requires a special resolution under the laws of the Cayman Islands, being the affirmative
vote of at least two-thirds (2/3) majority of such holders of the issued and outstanding Ordinary Shares and Founder Shares, as, being
entitled to do so, vote in person or by proxy at the Extraordinary General Meeting. Failure to vote by proxy or to vote oneself at the
Extraordinary General Meeting, abstentions from voting or broker non-votes will have no effect on the outcome of any vote on the Extension
Proposal.
Our
Board will abandon and not implement the Extension Amendment Proposal unless our shareholders approve both the Extension Amendment Proposal
and the Trust Agreement Amendment Proposal. This means that if one proposal is approved by the shareholders and the other proposal is
not, neither proposal will take effect.
Resolution
The
resolution to be put to the shareholders to consider and to vote upon at the Extraordinary General Meeting in relation to Extension Amendment
Proposal is as follows:
“RESOLVED,
as a special resolution, that subject to and conditional upon the effectiveness of the ordinary resolution to amend the Trust Agreement
as set out below, the Amended and Restated Articles of Association (a copy of which is attached to this proxy statement as Annex A),
be and are hereby adopted as the articles of association of the Company in substitution for and to the exclusion of the Company’s
existing articles of association.”
Recommendation
of the Board
THE
BOARD UNANIMOUSLY RECOMMENDS THAT EVGR shareholders VOTE “FOR”
THE
EXTENSION AMENDMENT PROPOSAL.
PROPOSAL
NO. 2—THE TRUST AGREEMENT AMENDMENT
Overview
The
proposed Trust Agreement Amendment would amend our existing Investment Management Trust Agreement (the “Trust Agreement”),
dated as of February 8, 2022, by and between the Company and Continental Stock Transfer & Trust Company (the “Trustee”),
to allow the Company to extend the Combination Period up to ten (10) times for an additional one (1) month each time from April 11, 2024
to the Extended Date (the “Trust Agreement Amendment”) by depositing into the Trust Account, for each one-month extension,
the lesser of (a) $[_] and (b) $[_] for each Class A ordinary share issued and outstanding (the “Extension Payment”)
after giving effect to the Redemption. A copy of the proposed Trust Agreement Amendment is attached to this proxy statement as Annex
B. All shareholders are encouraged to read the proposed amendment in its entirety for a more complete description of its terms.
Reasons
for the Trust Agreement Amendment
The
purpose of the Trust Agreement Amendment is to give the Company the right to extend the Combination Period up to ten (10) times for an
additional one (1) month each time, from April 11, 2024 to the Extended Date, provided that the Extension Payment is deposited into the
Trust Account on or prior to the date of the same applicable deadline.
On
July 18, 2023, EVGR held its extraordinary general meeting of shareholders. During this meeting, EVGR’s shareholders approved the
proposals to, among other things, (i) amend EVGR’s amended and restated articles of association to give EVGR the right to extend
the date by which it has to consummate a business combination (the “Combination Period”) up to twelve (12) times for
an additional one (1) month each time, from August 11, 2023 to August 11, 2024 (the “Termination Date”); and (ii)
amend EVGR’s investment management trust agreement, dated as of February 8, 2022, by and between the Company and Continental Stock
Transfer & Trust Company, to allow the Company to extend the Combination Period up to twelve (12) times for an additional one (1)
month each time from August 11, 2023 to the Extended Date by depositing into the trust account (the “Trust Account”),
for each one-month extension, the lesser of (a) $160,000 and (b) $0.055 for each Class A ordinary share issued and outstanding.
On July 18, 2023, 4,004,330 Public Shares were redeemed by a number of shareholders at a price of approximately $10.75 per share, in
an aggregate principal amount of $80,601,124.44. Following the redemptions, there were 7,495,670 EVGR Class A ordinary shares outstanding
held by public shareholders. The Company subsequently deposited $160,000 per month into the trust account to further extend the Combination
Period to March 11, 2024. Each extension payment is loaned to the Company by the Sponsor pursuant to the promissory note(s)
and the Company will repay the aggregate amount contributed by the Sponsor for the extensions upon consummation of the business combination.
The loans are not interest-bearing and may be converted into Class A ordinary shares at the closing of a business combination at the
option of the Sponsor. Given current market conditions, the Sponsor would like to pay extension fees that are substantially less than
the $160,000 required for each monthly extension under the existing charter. The Company expects that there will be significant redemptions
at the extraordinary general meeting.
EVGR
has determined that there will not be sufficient time before April 11, 2024 (its current termination date) to hold an Extraordinary General
Meeting to obtain the requisite shareholder approval of, and to consummate, a Business Combination. After consultation with the Sponsor,
EVGR’s management has reasons to believe that, if the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are
approved, the Sponsor will extend to EVGR, for each one-month extension period, the lesser of (a) $[_] and (b) $[_] for each Class A
ordinary share (the “Extension Payment”) as a loan so the Company can deposit the funds into the Trust Account as
the Extension Payment, upon advance notice prior to the applicable deadlines, and extend the Combination Period for an additional one
(1) month period, up to ten (10) times until the Extended Date. Each Extension Payment will be deposited in the Trust Account within
two business days prior to the beginning of the additional extension period (or portion thereof), other than the first Extension Payment
which will be made on the day of the approval of the Trust Agreement Amendment Proposal. The Extension Payment(s) will bear no interest
and will be repayable by the Company to the Sponsor upon consummation of an initial business combination. The loans will be forgiven
by the Sponsor if the Company is unable to consummate an initial business combination except to the extent of any funds held outside
of the Trust Account.
The
Trust Agreement Amendment Proposal is essential to allowing EVGR additional time to consummate a Business Combination in the event a
Business Combination is for any reason not completed on or before the Termination Date. Approval of each of the Extension Amendment Proposal
and the Trust Agreement Amendment Proposal is a condition to the implementation of the Extension.
If
the Trust Agreement Amendment Is Not Approved
If
the Trust Agreement Amendment is not approved, and we do not consummate an initial business combination by April 11, 2024, we will be
required to dissolve and liquidate our Trust Account by returning the then remaining funds in such account to the holders of Public Shares
and our warrants to purchase Ordinary Shares will expire worthless.
The
initial shareholders have waived their rights to participate in any liquidation distribution with respect to their Founder Shares and
the Ordinary Shares underlying the private placement units. There will be no distribution from the Trust Account with respect to the
Company’s warrants, which will expire worthless in the event we wind up. The Company will pay the costs of liquidation from its
remaining assets outside of the Trust Account, except to the extent provided under the Trust Agreement.
If
the Trust Agreement Amendment Is Approved
If
the Extension Amendment and the Trust Agreement Amendment are approved, the amendment to the Trust Agreement in the form of Annex B hereto
will be executed and the Trust Account will not be disbursed except to the extent any Redemptions are made in connection with this Extraordinary
General Meeting, in connection with our completion of a Business Combination or in connection with our liquidation if we do not complete
an initial business combination by the applicable termination date. The Company will then continue to attempt to consummate a business
combination until the applicable termination date or until the Board determines in its sole discretion that it will not be able to consummate
an initial business combination by the applicable termination date as described below and does not wish to seek an additional extension.
Required
Vote
Subject
to the foregoing, the affirmative vote of at least sixty-five percent (65%) of the Company’s issued and outstanding Shares, including
the Founder Shares, will be required to approve the Trust Agreement Amendment Proposal. Our Board will abandon and not implement the
Trust Agreement Amendment Proposal unless our shareholders approve both the Extension Amendment Proposal and the Trust Agreement Amendment
Proposal. This means that if one proposal is approved by the shareholders and the other proposal is not, neither proposal will take effect.
Resolution
The
resolution to be put to the shareholders to consider and to vote upon at the Extraordinary General Meeting in relation to Trust Agreement
Amendment Proposal is as follows:
“RESOLVED
THAT subject to and conditional upon the effectiveness of the special resolution to amend the Amended and Restated Articles of Association
of the Company with respect to the Extension Amendment as set forth in Annex A, the Trust Agreement be amended in the form set forth
in Annex B to the accompanying proxy statement to allow the Company to extend the date by which the Company has to complete a business
combination from April 11, 2024 to February 11, 2025 via ten one-month extensions provided the Company deposits into its trust account
the lesser of (a) $[_] and (b) $[_] for each Class A ordinary share issued and outstanding after giving effect to the Redemption”.
Recommendation
THE
BOARD UNANIMOUSLY RECOMMENDS THAT EVGR shareholders VOTE “FOR”
THE
Trust Agreement Amendment Proposal.
PROPOSAL
NO. 3 – THE ADJOURNMENT PROPOSAL
Overview
The
Adjournment Proposal, if adopted, will allow the Board to adjourn the Extraordinary General Meeting to a later date or dates to permit
further solicitation of proxies. The Adjournment Proposal will only be presented to EVGR shareholders in the event, based on the tabulated
votes, there are not sufficient votes at the time of the Extraordinary General Meeting to approve the Extension Amendment Proposal and
the Trust Agreement Amendment Proposal.
Consequences
if the Adjournment Proposal is Not Approved
If
the Adjournment Proposal is not approved by EVGR shareholders, the Board may not be able to adjourn the Extraordinary General Meeting
to a later date in the event, based on the tabulated votes, there are not sufficient votes at the time of the Extraordinary General Meeting
to approve the Extension Amendment Proposal and the Trust Agreement Amendment Proposal.
Vote
Required for Approval
Approval
of the Adjournment Proposal requires an ordinary resolution, which is the affirmative vote of a simple majority of the votes cast by
the holders of Ordinary Shares and the Founder Shares, present in person or represented by proxy and entitled to vote thereon and who
vote at the Extraordinary General Meeting. Failure to vote by proxy or to vote oneself at the Extraordinary General Meeting, abstentions
from voting or broker non-votes will have no effect on the outcome of any vote on the Adjournment Proposal.
Resolution
The
resolution to be put to the shareholders to consider and to vote upon at the Extraordinary General Meeting in relation to Adjournment
Proposal is as follows:
“RESOLVED,
as an ordinary resolution that, the adjournment of the Extraordinary General Meeting to a later date or dates to permit further solicitation
of proxies to be determined by the chairman of the Extraordinary General Meeting be confirmed, adopted, approved and ratified in all
respects.”
Recommendation
of the Board
THE
BOARD UNANIMOUSLY RECOMMENDS THAT EVGR shareholders VOTE “FOR”
THE
APPROVAL OF THE ADJOURNMENT PROPOSAL.
BUSINESS
OF EVGR AND CERTAIN INFORMATION ABOUT EVGR
General
EVGR
is a blank check company incorporated on October 21, 2021 as a Cayman Islands exempted company and incorporated for the purpose of effecting
a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.
On
February 11, 2022, the Company consummated the IPO of 11,500,000 EVGR Units, including the full exercise of the underwriters’ over-allotment
option, at $10.00 per Unit, generating gross proceeds of $115,000,000. Simultaneously with the consummation of the IPO, EVGR consummated
the private sale of 532,500 private placement units at a price of $10.00 per unit, for an aggregate purchase price of $5,325,000. Each
private placement unit is identical to the units sold in IPO. A total of $116,725,000 from the net proceeds of the sale of the Units
in the IPO and the sale of the private placement units was placId in a Trust Account.
BENEFICIAL
OWNERSHIP OF SECURITIES
The
following table sets forth information regarding the beneficial ownership of EVGR’s Ordinary Shares and Founder Shares as of [_],
2024 based on information obtained from the persons named below, with respect to the beneficial ownership of shares of EVGR’ Ordinary
Shares and Founder Shares, by:
| ● |
each
person known by EVGR to be the beneficial owner of more than 5% of EVGR’s issued and outstanding Ordinary Shares or Founder
Shares; |
| ● |
each
of EVGR’ executive officers and directors that beneficially owns shares of EVGR’s Ordinary Shares or Founder Shares;
and |
| ● |
all
EVGR’s executive officers and directors as a group. |
Beneficial
ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security
if such person possesses sole or shared voting or investment power over that security, including options and warrants that are currently
exercisable or exercisable within sixty days.
In
the table below, percentage ownership is based on 10,903,170 issued and outstanding shares (including 7,495,670 Public Shares, 2,875,000
Founder Shares and 532,500 Ordinary Shares underlying the private placement units) issued and outstanding as of [_], 2024.
Voting
power represents the combined voting power of Ordinary Shares or Founder Shares owned beneficially by such person. On all matters to
be voted upon, the holders of the Ordinary Shares and Founder Shares vote together as a single class.
Unless
otherwise indicated, EVGR believes that all persons named in the table have sole voting and investment power with respect to all Ordinary
Shares or Founder Shares beneficially owned by them.
| Name and Address of Beneficial Owner(1) | |
Number of Shares Beneficially Owned | | |
Percentage of Outstanding Shares | |
| Evergreen LLC (Our Sponsor) | |
| 3,407,500 | (2) | |
| 31.3 | % |
| Liew Choon Lian (1)(2) | |
| 3,407,500 | (3) | |
| 31.3 | % |
| Izmet Iskandar Bin Mohd Ramli | |
| - | | |
| - | |
| Lim Wai Loong (Alan) | |
| - | | |
| - | |
| Alberto Coronado Santos | |
| - | | |
| - | |
| Dr. Mohamad Zabidi Bin Ahmad | |
| - | | |
| - | |
| All officers and directors as a group | |
| | | |
| | |
| (5 individuals) | |
| 3,407,500 | | |
| 31.3 | % |
| Glazer Capital, LLC (3) | |
| 697,654 | | |
| 8.69 | % |
| Saba Capital Management, L.P. (4) | |
| 412,325 | | |
| 5.14 | % |
| Hudson Bay Capital Management LP(5) | |
| 416,900 | | |
| 5.19 | % |
| Wolverine Asset Management, LLC(6) | |
| 598,036 | | |
| 7.45 | % |
| Mizuho Financial Group, Inc.(7) | |
| 413,635 | | |
| 5.15 | % |
| Calamos Market Neutral Income Fund(8) | |
| 500,000 | | |
| 6.2 | % |
| First Trust Merger Arbitrage Fund(9) | |
| 766,861 | | |
| 9.55 | % |
| (1) |
Evergreen
LLC, our sponsor, is the record holder of the securities reported herein. Mr. Liew, or Chief Executive Officer of the company, is
the manager of the sponsor and may be deemed to share beneficial ownership of the securities held of record by our sponsor. Mr. Liew
disclaims any such beneficial ownership except to the extent of his pecuniary interest. The business address of each of our sponsor
and the individuals listed herein is executive offices are located at Lot 1.02, Level 1, Glo Damansara, 699, Jalan Damansara, Taman
Tun Dr. Ismail, 60000 Kuala Lumpur, Malaysia. |
| (2) |
Interests
shown consist solely of founder shares, classified as Class B ordinary shares and shares underlying the Placement Private Units.
Founder shares are convertible into Class A ordinary shares on a one-for-one basis, subject to adjustment, as described in the section
of this prospectus entitled “Description of Securities.” |
| (3) |
Based
on a Schedule 13G/A filed February 14, 2024. Paul J. Glazer is the Managing Member of Glazer Capital, LLC, and may deemed to have
shared voting power over these shares. The address of the business office of the holder is 250 West 55th Street, Suite 30A, New York,
New York 10019. |
| (4) |
Based
on a Schedule 13G/A filed February 7, 2024. The address of the business office of the holder is 405 Lexington Avenue, 58th Floor,
New York, New York 10174. |
| (5) |
Based
on a Schedule 13G/A filed on February 5, 2024. The address of the holder is 28 Havemeyer Place, 2nd Floor, Greenwich, CT 06830. |
| |
|
| (6) |
Based
on a Schedule 13G filed on February 8, 2024. The address of the holder is c/o Wolverine Asset Management, LLC, 175 West Jackson Boulevard,
Suite 340, Chicago, IL 60604. |
| |
|
| (7) |
Based
on a Schedule 13G filed on February 13, 2024. The address of the holder is 1-5-5, Otemachi, Chiyoda-ku, Tokyo 100-8176, Japan. |
| |
|
| (8) |
Based
on a Schedule 13G filed on February 14, 2024. The address of the holder is 2020 Calamos Court, Naperville, IL 60563. |
| |
|
| (9) |
Based
on a Schedule 13G filed on February 14, 2024. The address of the holder is 225 W. Wacker Drive, 21st Floor, Chicago, IL 60606. |
HOUSEHOLDING
INFORMATION
Unless
EVGR has received contrary instructions, EVGR may send a single copy of this proxy statement to any household at which two or more shareholders
reside if EVGR believes the shareholders are members of the same family. This process, known as “householding,” reduces the
volume of duplicate information received at any one household and helps to reduce EVGR’s expenses. However, if shareholders prefer
to receive multiple sets of EVGR’s disclosure documents at the same address this year or in future years, the shareholders should
follow the instructions described below. Similarly, if an address is shared with another shareholder and together both of the shareholders
would like to receive only a single set of EVGR’s disclosure documents, the shareholders should follow these instructions:
| ● |
if
the shares are registered in the name of the shareholder, the shareholder should contact EVGR at the following address and e-mail
address: |
Evergreen
Corporation
Lot
1.02, Level 1,
Glo
Damansara, 699, Jalan Damansara
Taman
Tun Dr Ismail
60000
Kuala Lumpur, Malaysia
Attention:
Chief Financial Officer
Email:
izmet@evg-corp.com
| ● |
if
a broker, bank or nominee holds the shares, the shareholder should contact the broker, bank or nominee directly. |
WHERE
YOU CAN FIND MORE INFORMATION
EVGR
files annual, quarterly and current reports, proxy statements and other information with the SEC as required by the Exchange Act. EVGR’s
public filings are also available to the public from the SEC’s website at www.sec.gov. You may request a copy of EVGR’s
filings with the SEC (excluding exhibits) at no cost by contacting EVGR at the address and/or telephone number below.
If
you would like additional copies of this proxy statement or EVGR’s other filings with the SEC (excluding exhibits) or if you have
questions about the proposals to be presented at the Extraordinary General Meeting, you should contact EVGR at the following address
and e-mail address:
Evergreen
Corporation
Lot
1.02, Level 1,
Glo
Damansara, 699, Jalan Damansara
Taman
Tun Dr Ismail
60000
Kuala Lumpur, Malaysia
Attention:
Financial Officer
Email:
izmet@evg-corp.com
You
may also obtain additional copies of this proxy statement by requesting them in writing or by telephone from EVGR’s proxy solicitation
agent at the following address, telephone number and e-mail address:
Advantage
Proxy, Inc.
PO
Box 10904
Yakima,
WA 98909
Tel:
866-894-0536 (toll-free) or
Email:
ksmith@advantageproxy.com
You
will not be charged for any of the documents you request. If your shares are held in a stock brokerage account or by a bank or other
nominee, you should contact your broker, bank or other nominee for additional information.
If
you are an EVGR’s shareholder and would like to request documents, please do so by [_], 2023, five business days prior to the Extraordinary
General Meeting, in order to receive them before the Extraordinary General Meeting. If you request any documents from EVGR, such documents
will be mailed to you by first class mail or another equally prompt means.
ANNEX
A
Companies
Act (Revised)
Company
Limited by Shares
Evergreen
Corporation
| |
AMENDED
& RESTATED ARTICLES of association |
|
(Adopted
by special resolution passed on [DATE] 2024)
Contents
| 1
|
Definitions,
interpretation and exclusion of Table A |
6 |
| |
|
|
| Definitions |
6 |
| Interpretation |
11 |
| Exclusion
of Table A Articles |
11 |
| |
|
| 2
|
Shares |
12 |
| |
|
|
| Power
to issue Shares and options, with or without special rights |
12 |
| Power
to issue fractions of a Share |
13 |
| Power
to pay commissions and brokerage fees |
13 |
| Trusts
not recognised |
14 |
| Power
to vary class rights |
14 |
| Effect
of new Share issue on existing class rights |
15 |
| Capital
contributions without issue of further Shares |
15 |
| No
bearer Shares or warrants |
15 |
| Treasury
Shares |
15 |
| Rights
attaching to Treasury Shares and related matters |
15 |
| |
|
| 3
|
Register
of Members |
16 |
| |
|
|
| 4
|
Share
certificates |
16 |
| |
|
|
| Issue
of share certificates |
16 |
| Renewal
of lost or damaged share certificates |
17 |
| |
|
| 5
|
Lien
on Shares |
17 |
| |
|
|
| Nature
and scope of lien |
17 |
| Company
may sell Shares to satisfy lien |
17 |
| Authority
to execute instrument of transfer |
17 |
| Consequences
of sale of Shares to satisfy lien |
19 |
| Application
of proceeds of sale |
19 |
| |
|
| 6
|
Calls
on Shares and forfeiture |
19 |
| |
|
|
| Power
to make calls and effect of calls |
19 |
| Time
when call made |
20 |
| Liability
of joint holders |
20 |
| Interest
on unpaid calls |
20 |
| Deemed
calls |
20 |
| Power
to accept early payment |
20 |
| Power
to make different arrangements at time of issue of Shares |
20 |
| Notice
of default |
21 |
| Forfeiture
or surrender of Shares |
21 |
| Disposal
of forfeited or surrendered Share and power to cancel forfeiture or surrender |
21 |
| Effect
of forfeiture or surrender on former Member |
21 |
| Evidence
of forfeiture or surrender |
22 |
| Sale
of forfeited or surrendered Shares |
22 |
| 7
|
Transfer
of Shares |
22 |
| |
|
|
| Form
of transfer |
22 |
| Power
to refuse registration |
23 |
| Power
to suspend registration |
23 |
| Company
may retain instrument of transfer |
23 |
| |
|
| 8
|
Transmission
of Shares |
23 |
| |
|
|
| Persons
entitled on death of a Member |
23 |
| Registration
of transfer of a Share following death or bankruptcy |
23 |
| Indemnity |
24 |
| Rights
of person entitled to a Share following death or bankruptcy |
24 |
| |
|
| 9
|
Alteration
of capital |
24 |
| |
|
|
| Increasing,
consolidating, converting, dividing and cancelling share capital |
24 |
| Dealing
with fractions resulting from consolidation of Shares |
25 |
| Reducing
share capital |
25 |
| |
|
| 10
|
Redemption
and purchase of own Shares |
25 |
| |
|
|
| Power
to issue redeemable Shares and to purchase own Shares |
25 |
| Power
to pay for redemption or purchase in cash or in specie |
26 |
| Effect
of redemption or purchase of a Share |
26 |
| |
|
| 11
|
Meetings
of Members |
27 |
| |
|
|
| Power
to call meetings |
27 |
| Content
of notice |
28 |
| Period
of notice |
28 |
| Persons
entitled to receive notice |
29 |
| Publication
of notice on a website |
29 |
| Time
a website notice is deemed to be given |
29 |
| Required
duration of publication on a website |
30 |
| Accidental
omission to give notice or non-receipt of notice |
30 |
| |
|
| 12
|
Proceedings
at meetings of Members |
30 |
| |
|
|
| Quorum |
30 |
| Lack
of quorum |
30 |
| Use
of technology |
31 |
| Chairman |
31 |
| Right
of a director to attend and speak |
31 |
| Adjournment |
31 |
| Method
of voting |
31 |
| Taking
of a poll |
31 |
| Chairman’s
casting vote |
32 |
| Amendments
to resolutions |
32 |
| Written
resolutions |
32 |
| Sole-member
company |
33 |
| |
|
| 13
|
Voting
rights of Members |
33 |
| |
|
|
| Right
to vote |
33 |
| Rights
of joint holders |
34 |
| Representation
of corporate Members |
34 |
| Member
with mental disorder |
34 |
| Objections
to admissibility of votes |
35 |
| Form
of proxy |
35 |
| How
and when proxy is to be delivered |
35 |
| |
|
| 14
|
Number
of directors |
36 |
| |
|
|
| 15
|
Appointment,
disqualification and removal of directors |
37 |
| |
|
|
| No
age limit |
37 |
| Corporate
directors |
37 |
| No
shareholding qualification |
37 |
| Appointment
and removal of directors |
37 |
| Resignation
of directors |
39 |
| Termination
of the office of director |
39 |
| |
|
| 16
|
Alternate
directors |
40 |
| |
|
|
| Appointment
and removal |
40 |
| Notices |
41 |
| Rights
of alternate director |
41 |
| Appointment
ceases when the appointer ceases to be a director |
41 |
| Status
of alternate director |
41 |
| Status
of the director making the appointment |
42 |
| |
|
| 17
|
Powers
of directors |
42 |
| |
|
|
| Powers
of directors |
42 |
| Appointments
to office |
42 |
| Remuneration |
43 |
| Disclosure
of information |
43 |
| |
|
| 18
|
Delegation
of powers |
44 |
| |
|
|
| Power
to delegate any of the directors’ powers to a committee |
44 |
| Power
to appoint an agent of the Company |
44 |
| Power
to appoint an attorney or authorised signatory of the Company |
44 |
| Power
to appoint a proxy |
45 |
| |
|
| 19
|
Meetings
of directors |
45 |
| |
|
|
| Regulation
of directors’ meetings |
45 |
| Calling
meetings |
45 |
| Notice
of meetings |
45 |
| Period
of notice |
45 |
| Use
of technology |
45 |
| Place
of meetings |
46 |
| Quorum |
46 |
| Voting |
46 |
| Validity |
46 |
| Recording
of dissent |
46 |
| Written
resolutions |
46 |
| Sole
director’s minute |
47 |
| 20
|
Permissible
directors’ interests and disclosure |
47 |
| |
|
|
| Permissible
interests subject to disclosure |
47 |
| Notification
of interests |
47 |
| Voting
where a director is interested in a matter |
48 |
| |
|
| 21
|
Minutes |
48 |
| |
|
|
| 22
|
Accounts
and audit |
48 |
| |
|
|
| Accounting
and other records |
48 |
| No
automatic right of inspection |
48 |
| Sending
of accounts and reports |
48 |
| Time
of receipt if documents are published on a website |
49 |
| Validity
despite accidental error in publication on website |
49 |
| Audit |
49 |
| |
|
| 23
|
Financial
year |
51 |
| |
|
|
| 24
|
Record
dates |
51 |
| |
|
|
| 25
|
Dividends |
51 |
| |
|
|
| Declaration
of dividends by Members |
51 |
| Payment
of interim dividends and declaration of final dividends by directors |
51 |
| Apportionment
of dividends |
52 |
| Right
of set off |
52 |
| Power
to pay other than in cash |
53 |
| How
payments may be made |
53 |
| Dividends
or other moneys not to bear interest in absence of special rights |
54 |
| Dividends
unable to be paid or unclaimed |
54 |
| |
|
| 26
|
Capitalisation
of profits |
54 |
| |
|
|
| Capitalisation
of profits or of any share premium account or capital redemption reserve |
54 |
| Applying
an amount for the benefit of members |
54 |
| |
|
| 27
|
Share
premium account |
55 |
| |
|
|
| Directors
to maintain share premium account |
55 |
| Debits
to share premium account |
55 |
| |
|
| 28
|
Seal |
55 |
| |
|
|
| Company
seal |
55 |
| Duplicate
seal |
55 |
| When
and how seal is to be used |
55 |
| If
no seal is adopted or used |
56 |
| Power
to allow non-manual signatures and facsimile printing of seal |
56 |
| Validity
of execution |
56 |
| |
|
| 29
|
Indemnity |
56 |
| |
|
|
| Indemnity |
56 |
| Release |
57 |
| Insurance |
57 |
| 30
|
Notices |
58 |
| |
|
|
| Form
of notices |
58 |
| Electronic
communications |
58 |
| Persons
authorised to give notices |
58 |
| Delivery
of written notices |
58 |
| Joint
holders |
58 |
| Signatures |
59 |
| Evidence
of transmission |
59 |
| Giving
notice to a deceased or bankrupt Member |
59 |
| Date
of giving notices |
59 |
| Saving
provision |
60 |
| |
|
| 31
|
Authentication
of Electronic Records |
60 |
| |
|
|
| Application
of Articles |
60 |
| Authentication
of documents sent by Members by Electronic means |
60 |
| Authentication
of document sent by the Secretary or Officers of the Company by Electronic means |
61 |
| Manner
of signing |
61 |
| Saving
provision |
61 |
| |
|
| 32
|
Transfer
by way of continuation |
61 |
| |
|
|
| 33
|
Winding
up |
62 |
| |
|
|
| Distribution
of assets in specie |
62 |
| No
obligation to accept liability |
62 |
| The
directors are authorised to present a winding up petition |
62 |
| |
|
| 34
|
Amendment
of Memorandum and Articles |
62 |
| |
|
|
| Power
to change name or amend Memorandum |
62 |
| Power
to amend these Articles |
62 |
| |
|
| 35
|
Mergers
and Consolidations |
63 |
| |
|
|
| 36
|
Class
B Share Conversion |
63 |
| |
|
|
| 37
|
Business
Combination |
64 |
| |
|
|
| 38
|
Certain
Tax Filings |
67 |
| |
|
|
| 39
|
Business
Opportunities |
67 |
Companies
Act (Revised)
Company
Limited by Shares
Amended
& Restated Articles of Association
of
Evergreen
Corporation
(Adopted
by special resolution passed on [DATE] 2024)
| 1 |
Definitions,
interpretation and exclusion of Table A |
Definitions
| 1.1 |
In
these Articles, the following definitions apply: |
Act
means the Companies Act (Revised) of the Cayman Islands, including any statutory modification or re-enactment thereof for the time
being in force.
Affiliate
in respect of a person, means any other person that, directly or indirectly, through one or more intermediaries, controls, is controlled
by, or is under common control with, such person, and (a) in the case of a natural person, shall include, without limitation, such person’s
spouse, parents, children, siblings, mother-in-law and father-in-law and brothers and sisters-in-law, whether by blood, marriage or adoption
or anyone residing in such person’s home, a trust for the benefit of any of the foregoing, a company, partnership or any natural
person or entity wholly or jointly owned by any of the foregoing and (b) in the case of an entity, shall include a partnership, a corporation
or any natural person or entity which directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under
common control with, such entity.
Amendment
has the meaning ascribed to it in Article 37.11.
Amendment
Redemption Event has the meaning ascribed to it in Article 37.11.
Applicable
Law means, with respect to any person, all provisions of laws, statutes, ordinances, rules, regulations, permits, certificates, judgments,
decisions, decrees or orders of any governmental authority applicable to such person.
Approved
Amendment has the meaning ascribed to it in Article 37.11.
Articles
means, as appropriate:
| |
(a) |
these
articles of association as amended from time to time: or |
| |
(b) |
two
or more particular articles of these Articles; |
| |
(c) |
and
Article refers to a particular article of these Articles. |
Audit
Committee means the audit committee of the Company formed pursuant to Article 22.8 hereof, or any successor audit committee.
Auditor
means the person for the time being performing the duties of auditor of the Company.
Automatic
Redemption Event shall have the meaning given to it in Article 37.2.
Business
Combination shall mean the initial acquisition by the Company, whether through a merger, share reconstruction or amalgamation, asset
or share acquisition, exchangeable share transaction, contractual control arrangement or other similar type of transaction, with a Target
Business at Fair Value, as set out further in Article 37.
Business
Day means a day other than (a) a day on which banking institutions or trust companies are authorised or obligated by law to close
in New York City (b) a Saturday or (c) a Sunday.
Cayman
Islands means the British Overseas Territory of the Cayman Islands.
Class
A Share means a Class A ordinary share of a par value of US$0.0001 in the share capital of the Company.
Class
B Share means a Class B ordinary share of a par value of US$0.0001 in the share capital of the Company.
Class
B Share Entitlement means the right of the holders of the Class B Shares (including on an as-converted basis) to 20 per cent. of
all entitlements to income and capital arising in respect of all Shares in issue from time to time.
Clear
Days, in relation to a period of notice, means that period excluding:
| |
(a) |
the
day when the notice is given or deemed to be given; and |
| |
(b) |
the
day for which it is given or on which it is to take effect. |
Clearing
House means a clearing house recognised by the laws of the jurisdiction in which the Shares (or depositary receipts therefor) are
listed or quoted on a stock exchange or interdealer quotation system in such jurisdiction.
Company
means the above-named company.
Compensation
Committee means the compensation committee of the board of directors of the Company established pursuant to Article 22.8 hereof,
or any successor committee.
Default
Rate means 10% (ten per cent) per annum.
Designated
Stock Exchange means Nasdaq Global Market or any other national securities exchange on which the Shares are listed for trading.
Electronic
has the meaning given to that term in the Electronic Transactions Act (Revised) of the Cayman Islands.
Electronic
Record has the meaning given to that term in the Electronic Transactions Act (Revised) of the Cayman Islands.
Electronic
Signature has the meaning given to that term in the Electronic Transactions Act (Revised) of the Cayman Islands.
Equity-Linked
Securities means any debt or equity securities that are convertible, exercisable or exchangeable for Class A Shares issued in a financing
transaction in connection with a Business Combination, including but not limited to a private placement of equity or debt.
Exchange
Act means the United States Securities Exchange Act of 1934, as amended.
Fair
Value shall mean a value at least equal to 80% of the balance in the Trust Account (excluding any deferred underwriting fees and
any taxes payable on the Trust Account balance) at the time of the execution of a definitive agreement for a Business Combination.
Fully
Paid and Paid Up:
| |
(a) |
in
relation to a Share with par value, means that the par value for that Share and any premium payable in respect of the issue of that
Share, has been fully paid or credited as paid in money or money’s worth; |
| |
(b) |
in
relation to a Share without par value, means that the agreed issue price for that Share has been fully paid or credited as paid in
money or money’s worth. |
Independent
Director means a director who is an independent director as defined in the rules and regulations of the Designated Stock Exchange
as determined by the directors.
Initial
Shareholders means the Sponsor, the directors and officers of the Company or their respective Affiliates who hold Shares prior to
the IPO.
IPO
means the initial public offering of units, consisting of Shares and warrants of the Company and rights to receive Shares of the
Company.
Member
means any person or persons entered on the Register of Members from time to time as the holder of a Share.
Memorandum
means the memorandum of association of the Company as amended from time to time.
Nominating
and Corporate Governance Committee means the compensation committee of the board of directors of the Company established pursuant
to Article 22.8 hereof, or any successor committee.
Officer
means a person then appointed to hold an office in the Company; and the expression includes a director, alternate director or liquidator.
Ordinary
Resolution means a resolution of a duly constituted general meeting of the Company passed by a simple majority of the votes cast
by, or on behalf of, the Members entitled to vote thereon. The expression also includes a unanimous written resolution.
Over-Allotment
Option means the option of the Underwriters to purchase up to an additional 15% of the firm units (as described at Article 2.4) sold
in the IPO at a price equal to US$10.00 per unit, less underwriting discount and commissions.
Per-Share
Redemption Price means:
with
respect to an Automatic Redemption Event, the aggregate amount on deposit in the Trust Account (including interest not previously released
to us, which shall be net of taxes payable, and less interest to pay dissolution expenses) divided by the number of then outstanding
Public Shares;
with
respect to an Amendment Redemption Event, the aggregate amount on deposit in the Trust Account, including interest earned but net of
taxes payable, divided by the number of then outstanding Public Shares; and
with
respect to either a Tender Redemption Offer or a Redemption Offer, the aggregate amount then on deposit in the Trust Account (net of
taxes payable), divided by the number of then outstanding Public Shares.
Preference
Share means a preference share of a par value of US$0.0001 in the share capital of the Company.
Public
Share means the Class A Shares included in the units issued in the IPO (as described in Article 2.4).
Redemption
Offer has the meaning ascribed to it in Article 37.5(b).
Register
of Members means the register of Members maintained in accordance with the Act and includes (except where otherwise stated) any branch
or duplicate register of Members.
Registration
Statement has the meaning ascribed to it in Article 37.10.
SEC
means the United States Securities and Exchange Commission.
Secretary
means a person appointed to perform the duties of the secretary of the Company, including a joint, assistant or deputy secretary.
Share
means a Class A Share, Class B Share or a Preference Share in the share capital of the Company; and the expression:
| |
(a) |
includes
stock (except where a distinction between shares and stock is expressed or implied); and |
| |
(b) |
where
the context permits, also includes a fraction of a share. |
Special
Resolution has the meaning given to that term in the Act.
Sponsor
means Evergreen LLC, a Cayman Islands limited liability company and its successors and assigns, being the majority Initial Shareholder
immediately prior to the consummation of the IPO.
Sponsor
Group or Sponsor Group Related Person means the Sponsor and its respective Affiliates, successors and assigns, as defined
in Articles 39.1.
Target
Business means any businesses or entity with whom the Company wishes to undertake a Business Combination.
Target
Business Acquisition Period shall mean the period commencing from the effectiveness of the registration statement filed with the
SEC in connection with the Company’s IPO up to and including the first to occur of (i) a Business Combination; or (ii) the Termination
Date.
Tax
Filing Authorised Person means such person as any director shall designate from time to time, acting severally.
Tender
Redemption Offer has the meaning ascribed to it in Article 37.5(a).
Termination
Date has the meaning given to it in Article 37.2.
Treasury
Shares means Shares of the Company held in treasury pursuant to the Act and Article 2.16.
Trust
Account means the trust account established by the Company upon the consummation of its IPO and into which a certain amount of the
net proceeds of the IPO, together with a certain amount of the proceeds of a private placement of warrants simultaneously with the closing
date of the IPO, will be deposited.
Underwriter
means an underwriter of the IPO from time to time, and any successor underwriter.
Interpretation
| 1.2 |
In
the interpretation of these Articles, the following provisions apply unless the context otherwise requires: |
| |
(a) |
A
reference in these Articles to a statute is a reference to a statute of the Cayman Islands as known by its short title, and includes: |
| |
(i) |
any
statutory modification, amendment or re-enactment; and |
| |
(ii) |
any
subordinate legislation or regulations issued under that statute. |
Without
limitation to the preceding sentence, a reference to a revised Act of the Cayman Islands is taken to be a reference to the revision of
that Act in force from time to time as amended from time to time.
| |
(b) |
Headings
are inserted for convenience only and do not affect the interpretation of these Articles, unless there is ambiguity. |
| |
(c) |
If
a day on which any act, matter or thing is to be done under these Articles is not a Business Day, the act, matter or thing must be
done on the next Business Day. |
| |
(d) |
A
word which denotes the singular also denotes the plural, a word which denotes the plural also denotes the singular, and a reference
to any gender also denotes the other genders. |
| |
(e) |
A
reference to a person includes, as appropriate, a company, trust, partnership, joint venture, association, body corporate or government
agency. |
| |
(f) |
Where
a word or phrase is given a defined meaning another part of speech or grammatical form in respect to that word or phrase has a corresponding
meaning. |
| |
(g) |
All
references to time are to be calculated by reference to time in the place where the Company’s registered office is located. |
| |
(h) |
The
words written and in writing include all modes of representing or reproducing words in a visible form, but do not include an Electronic
Record where the distinction between a document in writing and an Electronic Record is expressed or implied. |
| |
(i) |
The
words including, include and in particular or any similar expression are to be construed without limitation. |
Exclusion
of Table A Articles
| 1.3 |
The
regulations contained in Table A in the First Schedule of the Act and any other regulations contained in any statute or subordinate
legislation are expressly excluded and do not apply to the Company. |
Power
to issue Shares and options, with or without special rights
| 2.1 |
Subject
to the provisions of the Act and these Articles and, where applicable, the rules of the Designated Stock Exchange and/or any competent
regulatory authority, and without prejudice to any rights attached to any existing Shares, the directors have general and unconditional
authority to allot (with or without confirming rights of renunciation), issue, grant options over or otherwise deal with any unissued
Shares of the Company to such persons, at such times and on such terms and conditions as they may decide, save that the directors
may not allot, issue, grant options over or otherwise deal with any unissued Shares to the extent that it may affect the ability
of the Company to carry out a Class B Share Conversion described at Article 36. No Share may be issued at a discount except in accordance
with the provisions of the Act. |
| 2.2 |
Without
limitation to the preceding Article, the directors may so deal with the unissued Shares of the Company: |
| |
(a) |
either
at a premium or at par; |
| |
(b) |
with
or without preferred, deferred or other special rights or restrictions whether in regard to dividend, voting, return of capital or
otherwise. |
Notwithstanding
the above, following an IPO and prior to a Business Combination, except in connection with the conversion of Class B Shares into Class
A Shares pursuant to Article 36 where the holders of such Shares have waived any right to receive funds from the Trust Account, the Company
may not issue additional Shares that would entitle the holders thereof to (a) receive funds from the Trust Account or (b) vote as a class
with our Public Shares (i) on any Business Combination or on any other proposal presented to shareholders prior to or in connection with
the completion of any Business Combination or (ii) to approve an amendment to these Articles to (x) extend the time we have to consummate
a Business Combination or (y) amend the foregoing provisions of this Article.
| 2.3 |
The
Company may issue rights, options, warrants or convertible securities or securities of similar nature conferring the right upon the
holders thereof to subscribe for, purchase or receive any class of Shares or other securities in the Company at such times and on
such terms and conditions as the directors may decide. |
| 2.4 |
The
Company may issue units of securities in the Company, which may be comprised of Shares, rights, options, warrants or convertible
securities or securities of similar nature conferring the right upon the holders thereof to subscribe for, purchase or receive any
class of Shares or other securities in the Company, on such terms and conditions as the directors may decide. The securities comprising
any such units which are issued pursuant to the IPO can only be traded separately from one another on the 52nd day following the
date of the prospectus relating to the IPO unless the managing Underwriter determines that an earlier date is acceptable, subject
to the Company having filed a current report on Form 8-K containing an audited balance sheet reflecting the Company’s receipt
of the gross proceeds of the IPO with the SEC and a press release announcing when such separate trading will begin. Prior to such
date, the units can be traded, but the securities comprising such units cannot be traded separately from one another. |
| 2.5 |
Each
Share in the Company confers upon the Member: |
| |
(a) |
subject
to Article 34, the right to one vote at a meeting of the Members of the Company or on any resolution of Members; |
| |
(b) |
the
right to be redeemed on an Automatic Redemption Event in accordance with Article 37.2 or pursuant to either a Tender Redemption Offer
or Redemption Offer in accordance with Article 37.5 or pursuant to an Amendment Redemption Event in accordance with Article 37.11; |
| |
(c) |
a
pro rata right in any dividend paid by the Company; and |
| |
(d) |
subject
to satisfaction of and compliance with Article 37, a pro rata right in the distribution of the surplus assets of the Company on its
liquidation provided that in the event that the Company enters liquidation prior to or without having consummated a Business Combination
then, in such circumstances, in the event any surplus assets (Residual Assets) of the Company remain following the Company
having complied with its applicable obligations to redeem Public Shares and distribute the funds held in the Trust Account in respect
of such redemptions pursuant to Article 37, the Public Shares shall not have any right to receive any share of those Residual Assets
which are held outside the Trust Account and such Residual Assets shall be distributed (on a pro rata basis) only in respect of those
Shares that are not Public Shares. |
Power
to issue fractions of a Share
| 2.6 |
Subject
to the Act, the Company may, but shall not otherwise be obliged to, issue fractions of a Share of any class or round up or down fractional
holdings of Shares to its nearest whole number. A fraction of a Share shall be subject to and carry the corresponding fraction of
liabilities (whether with respect to calls or otherwise), limitations, preferences, privileges, qualifications, restrictions, rights
and other attributes of a Share of that class of Shares. |
Power
to pay commissions and brokerage fees
| 2.7 |
The
Company may, in so far as the Act permits, pay a commission to any person in consideration of that person: |
| |
(a) |
subscribing
or agreeing to subscribe, whether absolutely or conditionally; or |
| |
(b) |
procuring
or agreeing to procure subscriptions, whether absolute or conditional |
for
any Shares in the Company. That commission may be satisfied by the payment of cash or the allotment of Fully Paid or partly-paid Shares
or partly in one way and partly in another.
| 2.8 |
The
Company may employ a broker in the issue of its capital and pay him any proper commission or brokerage. |
Trusts
not recognised
| 2.9 |
Except
as required by Applicable Law: |
| |
(a) |
the
Company shall not be bound by or compelled to recognise in any way (even when notified) any equitable, contingent, future or partial
interest in any Share, or (except only as is otherwise provided by the Articles) any other rights in respect of any Share other than
an absolute right to the entirety thereof in the holder; and |
| |
(b) |
no
person other than the Member shall be recognised by the Company as having any right in a Share. |
Power
to vary class rights
| 2.10 |
If
the share capital is divided into different classes of Shares then, unless the terms on which a class of Shares was issued state
otherwise, the rights attaching to a class of Shares may only be varied if one of the following applies: |
| |
(a) |
the
Members holding two thirds of the issued Shares of that class consent in writing to the variation; or |
| |
(b) |
the
variation is made with the sanction of a Special Resolution passed at a separate general meeting of the Members holding the issued
Shares of that class. |
| 2.11 |
For
the purpose of paragraph (b) of the preceding Article, all the provisions of these Articles relating to general meetings apply, mutatis
mutandis, to every such separate meeting except that: |
| |
(a) |
the
necessary quorum shall be one or more persons holding, or representing by proxy, not less than one third of the issued Shares of
the class; and |
| |
(b) |
any
Member holding issued Shares of the class, present in person or by proxy or, in the case of a corporate Member, by its duly authorised
representative, may demand a poll. |
| 2.12 |
Notwithstanding
Article 2.10, unless the proposed variation is for the purposes of approving, or in conjunction with, the consummation of a Business
Combination, prior to a Business Combination but subject always to the limitations set out in Article 34 in respect of amendments
to the Memorandum and Articles, the rights attached to the Shares as specified in Article 2.5 may only, whether or not the Company
is being wound up, be varied by a Special Resolution, and any such variation that has to be approved under this Article shall also
be subject to compliance with Article 37.11. |
Effect
of new Share issue on existing class rights
| 2.13 |
Unless
the terms on which a class of Shares was issued state otherwise, the rights conferred on the Member holding Shares of any class shall
not be deemed to be varied by the creation or issue of further Shares ranking pari passu with the existing Shares of that
class. |
Capital
contributions without issue of further Shares
| 2.14 |
With
the consent of a Member, the directors may accept a voluntary contribution to the capital of the Company from that Member without
issuing Shares in consideration for that contribution. In that event, the contribution shall be dealt with in the following manner: |
| |
(a) |
It
shall be treated as if it were a share premium. |
| |
(b) |
Unless
the Member agrees otherwise: |
| |
(i) |
if
the Member holds Shares in a single class of Shares - it shall be credited to the share premium account for that class of Shares; |
| |
(ii) |
if
the Member holds Shares of more than one class - it shall be credited rateably to the share premium accounts for those classes of
Shares (in the proportion that the sum of the issue prices for each class of Shares that the Member holds bears to the total issue
prices for all classes of Shares that the Member holds). |
| |
(c) |
It
shall be subject to the provisions of the Act and these Articles applicable to share premiums. |
No
bearer Shares or warrants
| 2.15 |
The
Company shall not issue Shares or warrants to bearers. |
Treasury
Shares
| 2.16 |
Shares
that the Company purchases, redeems or acquires by way of surrender in accordance with the Act shall be held as Treasury Shares and
not treated as cancelled if: |
| |
(a) |
the
directors so determine prior to the purchase, redemption or surrender of those shares; and |
| |
(b) |
the
relevant provisions of the Memorandum and Articles and the Act are otherwise complied with. |
Rights
attaching to Treasury Shares and related matters
| 2.17 |
No
dividend may be declared or paid, and no other distribution (whether in cash or otherwise) of the Company’s assets (including
any distribution of assets to members on a winding up) may be made to the Company in respect of a Treasury Share. |
| 2.18 |
The
Company shall be entered in the Register as the holder of the Treasury Shares. However: |
| |
(a) |
the
Company shall not be treated as a member for any purpose and shall not exercise any right in respect of the Treasury Shares, and
any purported exercise of such a right shall be void; |
| |
(b) |
a
Treasury Share shall not be voted, directly or indirectly, at any meeting of the Company and shall not be counted in determining
the total number of issued shares at any given time, whether for the purposes of these Articles or the Act. |
| 2.19 |
Nothing
in the preceding Article prevents an allotment of Shares as fully paid bonus shares in respect of a Treasury Share and Shares allotted
as fully paid bonus shares in respect of a Treasury Share shall be treated as Treasury Shares. |
| 2.20 |
Treasury
Shares may be disposed of by the Company in accordance with the Act and otherwise on such terms and conditions as the directors determine. |
| 3.1 |
The
Company shall maintain or cause to be maintained the Register of Members in accordance with the Act. |
| 3.2 |
The
directors may determine that the Company shall maintain one or more branch registers of Members in accordance with the Act. The directors
may also determine which Register of Members shall constitute the principal register and which shall constitute the branch register
or registers, and to vary such determination from time to time. |
| 3.3 |
The
title to Public Shares may be evidenced and transferred in accordance with the laws applicable to the rules and regulations of the
Designated Stock Exchange and, for these purposes, the Register of Members may be maintained in accordance with Article 40B of the
Act. |
Issue
of share certificates
| 4.1 |
A
Member shall only be entitled to a share certificate if the directors resolve that share certificates shall be issued. Share certificates
representing Shares, if any, shall be in such form as the directors may determine. If the directors resolve that share certificates
shall be issued, upon being entered in the register of Members as the holder of a Share, the directors may issue to any Member: |
| |
(a) |
without
payment, to one certificate for all the Shares of each class held by that Member (and, upon transferring a part of the Member’s
holding of Shares of any class, to a certificate for the balance of that holding); and |
| |
(b) |
upon
payment of such reasonable sum as the directors may determine for every certificate after the first, to several certificates each
for one or more of that Member’s Shares. |
| 4.2 |
Every
certificate shall specify the number, class and distinguishing numbers (if any) of the Shares to which it relates and whether they
are Fully Paid or partly paid up. A certificate may be executed under seal or executed in such other manner as the directors determine.
All certificates surrendered to the Company for transfer shall be cancelled and, subject to the Articles, no new certificate shall
be issued until the former certificate representing the same number of relevant Shares shall have been surrendered and cancelled. |
| 4.3 |
Every
certificate shall bear legends required under the Applicable Laws. |
| 4.4 |
The
Company shall not be bound to issue more than one certificate for Shares held jointly by several persons and delivery of a certificate
for a Share to one joint holder shall be a sufficient delivery to all of them. |
Renewal
of lost or damaged share certificates
| 4.5 |
If
a share certificate is defaced, worn-out, lost or destroyed, it may be renewed on such terms (if any) as to: |
| |
(c) |
payment
of the expenses reasonably incurred by the Company in investigating the evidence; and |
| |
(d) |
payment
of a reasonable fee, if any, for issuing a replacement share certificate |
as
the directors may determine, and (in the case of defacement or wearing-out) on delivery to the Company of the old certificate. The Company
will not be responsible for any share certificate lost or delayed in the course of delivery. Share certificates shall be issued within
the relevant time limit as prescribed by the Statute, if applicable, or as the rules and regulations of the Designated Stock Exchange,
the SEC and/or any other competent regulatory authority or otherwise under Applicable Law may from time to time determine, whichever
is shorter, after the allotment or, except in the case of a Share transfer which the Company is for the time being entitled to refuse
to register and does not register, after lodgement of an instrument of transfer with the Company.
Nature
and scope of lien
| 5.1 |
The
Company has a first and paramount lien on all Shares (whether Fully Paid or not) registered in the name of a Member (whether solely
or jointly with others). The lien is for all moneys payable to the Company by the Member or the Member’s estate: |
| |
(a) |
either
alone or jointly with any other person, whether or not that other person is a Member; and |
| |
(b) |
whether
or not those moneys are presently payable. |
| 5.2 |
At
any time the directors may declare any Share to be wholly or partly exempt from the provisions of this Article. |
Company
may sell Shares to satisfy lien
| 5.3 |
The
Company may sell any Shares over which it has a lien if all of the following conditions are met: |
| |
(a) |
the
sum in respect of which the lien exists is presently payable; |
| |
(b) |
the
Company gives notice to the Member holding the Share (or to the person entitled to it in consequence of the death or bankruptcy of
that Member) demanding payment and stating that if the notice is not complied with the Shares may be sold; and |
| |
(c) |
that
sum is not paid within 14 Clear Days after that notice is deemed to be given under these Articles. |
| 5.4 |
The
Shares may be sold in such manner as the directors determine. |
| 5.5 |
To
the maximum extent permitted by Applicable Law, the directors shall incur no personal liability to the Member concerned in respect
of the sale. |
Authority
to execute instrument of transfer
| 5.6 |
To
give effect to a sale, the directors may authorise any person to execute an instrument of transfer of the Shares sold to, or in accordance
with the directions of, the purchaser. The title of the transferee of the Shares shall not be affected by any irregularity or invalidity
in the proceedings in respect of the sale. |
Consequences
of sale of Shares to satisfy lien
| 5.7 |
On
sale pursuant to the preceding Articles: |
| |
(a) |
the
name of the Member concerned shall be removed from the Register of Members as the holder of those Shares; and |
| |
(b) |
that
person shall deliver to the Company for cancellation the certificate for those Shares. |
Despite
this, that person shall remain liable to the Company for all monies which, at the date of sale, were presently payable by him to the
Company in respect of those Shares. That person shall also be liable to pay interest on those monies from the date of sale until payment
at the rate at which interest was payable before that sale or, failing that, at the Default Rate. The directors may waive payment wholly
or in part or enforce payment without any allowance for the value of the Shares at the time of sale or for any consideration received
on their disposal.
Application
of proceeds of sale
| 5.8 |
The
net proceeds of the sale, after payment of the costs, shall be applied in payment of so much of the sum for which the lien exists
as is presently payable. Any residue shall be paid to the person whose Shares have been sold: |
| |
(a) |
if
no certificate for the Shares was issued, at the date of the sale; or |
| |
(b) |
if
a certificate for the Shares was issued, upon surrender to the Company of that certificate for cancellation |
but,
in either case, subject to the Company retaining a like lien for all sums not presently payable as existed on the Shares before the sale.
| 6 |
Calls
on Shares and forfeiture |
Power
to make calls and effect of calls
| 6.1 |
Subject
to the terms of allotment, the directors may make calls on the Members in respect of any moneys unpaid on their Shares including
any premium. The call may provide for payment to be by instalments. Subject to receiving at least 14 Clear Days’ notice specifying
when and where payment is to be made, each Member shall pay to the Company the amount called on his Shares as required by the notice. |
| 6.2 |
Before
receipt by the Company of any sum due under a call, that call may be revoked in whole or in part and payment of a call may be postponed
in whole or in part. Where a call is to be paid in instalments, the Company may revoke the call in respect of all or any remaining
instalments in whole or in part and may postpone payment of all or any of the remaining instalments in whole or in part. |
| 6.3 |
A
Member on whom a call is made shall remain liable for that call notwithstanding the subsequent transfer of the Shares in respect
of which the call was made. A person shall not be liable for calls made after such person is no longer registered as Member in respect
of those Shares. |
Time
when call made
| 6.4 |
A
call shall be deemed to have been made at the time when the resolution of the directors authorising the call was passed. |
Liability
of joint holders
| 6.5 |
Members
registered as the joint holders of a Share shall be jointly and severally liable to pay all calls in respect of the Share. |
Interest
on unpaid calls
| 6.6 |
If
a call remains unpaid after it has become due and payable the person from whom it is due and payable shall pay interest on the amount
unpaid from the day it became due and payable until it is paid: |
| |
(a) |
at
the rate fixed by the terms of allotment of the Share or in the notice of the call; or |
| |
(b) |
if
no rate is fixed, at the Default Rate. |
The
directors may waive payment of the interest wholly or in part.
Deemed
calls
| 6.7 |
Any
amount payable in respect of a Share, whether on allotment or on a fixed date or otherwise, shall be deemed to be payable as a call.
If the amount is not paid when due the provisions of these Articles shall apply as if the amount had become due and payable by virtue
of a call. |
Power
to accept early payment
| 6.8 |
The
Company may accept from a Member the whole or a part of the amount remaining unpaid on Shares held by him although no part of that
amount has been called up. |
Power
to make different arrangements at time of issue of Shares
| 6.9 |
Subject
to the terms of allotment, the directors may make arrangements on the issue of Shares to distinguish between Members in the amounts
and times of payment of calls on their Shares. |
Notice
of default
| 6.10 |
If
a call remains unpaid after it has become due and payable the directors may give to the person from whom it is due not less than
14 Clear Days’ notice requiring payment of: |
| |
(b) |
any
interest which may have accrued; |
| |
(c) |
any
expenses which have been incurred by the Company due to that person’s default. |
| 6.11 |
The
notice shall state the following: |
| |
(a) |
the
place where payment is to be made; and |
| |
(b) |
a
warning that if the notice is not complied with the Shares in respect of which the call is made will be liable to be forfeited. |
Forfeiture
or surrender of Shares
| 6.12 |
If
the notice under the preceding Article is not complied with, the directors may, before the payment required by the notice has been
received, resolve that any Share the subject of that notice be forfeited. The forfeiture shall include all dividends or other moneys
payable in respect of the forfeited Share and not paid before the forfeiture. Despite the foregoing, the directors may determine
that any Share the subject of that notice be accepted by the Company as surrendered by the Member holding that Share in lieu of forfeiture. |
| 6.13 |
The
directors may accept the surrender for no consideration of any Fully Paid Share. |
Disposal
of forfeited or surrendered Share and power to cancel forfeiture or surrender
| 6.14 |
A
forfeited or surrendered Share may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the directors
determine either to the former Member who held that Share or to any other person. The forfeiture or surrender may be cancelled on
such terms as the directors think fit at any time before a sale, re-allotment or other disposition. Where, for the purposes of its
disposal, a forfeited or surrendered Share is to be transferred to any person, the directors may authorise some person to execute
an instrument of transfer of the Share to the transferee. |
Effect
of forfeiture or surrender on former Member
| 6.15 |
On
forfeiture or surrender: |
| |
(a) |
the
name of the Member concerned shall be removed from the Register of Members as the holder of those Shares and that person shall cease
to be a Member in respect of those Shares; and |
| |
(b) |
that
person shall surrender to the Company for cancellation the certificate (if any) for the forfeited or surrendered Shares. |
| 6.16 |
Despite
the forfeiture or surrender of his Shares, that person shall remain liable to the Company for all moneys which at the date of forfeiture
or surrender were presently payable by him to the Company in respect of those Shares together with: |
| |
(b) |
interest
from the date of forfeiture or surrender until payment: |
| |
(i) |
at
the rate of which interest was payable on those moneys before forfeiture; or |
| |
(ii) |
if
no interest was so payable, at the Default Rate. |
The
directors, however, may waive payment wholly or in part.
Evidence
of forfeiture or surrender
| 6.17 |
A
declaration, whether statutory or under oath, made by a director or the Secretary shall be conclusive evidence of the following matters
stated in it as against all persons claiming to be entitled to forfeited Shares: |
| |
(a) |
that
the person making the declaration is a director or Secretary of the Company, and |
| |
(b) |
that
the particular Shares have been forfeited or surrendered on a particular date. |
Subject
to the execution of an instrument of transfer, if necessary, the declaration shall constitute good title to the Shares.
Sale
of forfeited or surrendered Shares
| 6.18 |
Any
person to whom the forfeited or surrendered Shares are disposed of shall not be bound to see to the application of the consideration,
if any, of those Shares nor shall his title to the Shares be affected by any irregularity in, or invalidity of the proceedings in
respect of, the forfeiture, surrender or disposal of those Shares. |
Form
of transfer
| 7.1 |
Subject
to the following Articles about the transfer of Shares, and provided that such transfer complies with applicable rules of the SEC,
the Designated Stock Exchange and federal and state securities laws of the United States, a Member may transfer Shares to another
person by completing an instrument of transfer in a common form or in a form prescribed by the Designated Stock Exchange, the SEC
and/or any other competent regulatory authority or otherwise under Applicable Law or in any other form approved by the directors,
executed: |
| |
(a) |
where
the Shares are Fully Paid, by or on behalf of that Member; and |
| |
(b) |
where
the Shares are partly paid, by or on behalf of that Member and the transferee. |
| 7.2 |
The
transferor shall be deemed to remain the holder of a Share until the name of the transferee is entered into the Register of Members. |
Power
to refuse registration
| 7.3 |
If
the Shares in question were issued in conjunction with rights, options or warrants issued pursuant to Article 2.4 on terms that one
cannot be transferred without the other, the directors shall refuse to register the transfer of any such Share without evidence satisfactory
to them of the like transfer of such option or warrant. |
Power
to suspend registration
| 7.4 |
The
directors may suspend registration of the transfer of Shares at such times and for such periods, not exceeding 30 days in any calendar
year, as they determine. |
Company
may retain instrument of transfer
| 7.5 |
The
Company shall be entitled to retain any instrument of transfer which is registered; but an instrument of transfer which the directors
refuse to register shall be returned to the person lodging it when notice of the refusal is given. |
Persons
entitled on death of a Member
| 8.1 |
If
a Member dies, the only persons recognised by the Company as having any title to the deceased Members’ interest are the following: |
| |
(a) |
where
the deceased Member was a joint holder, the survivor or survivors; and |
| |
(b) |
where
the deceased Member was a sole holder, that Member’s personal representative or representatives. |
| 8.2 |
Nothing
in these Articles shall release the deceased Member’s estate from any liability in respect of any Share, whether the deceased
was a sole holder or a joint holder. |
Registration
of transfer of a Share following death or bankruptcy
| 8.3 |
A
person becoming entitled to a Share in consequence of the death or bankruptcy of a Member may elect to do either of the following: |
| |
(a) |
to
become the holder of the Share; or |
| |
(b) |
to
transfer the Share to another person. |
| 8.4 |
That
person must produce such evidence of his entitlement as the directors may properly require. |
| 8.5 |
If
the person elects to become the holder of the Share, he must give notice to the Company to that effect. For the purposes of these
Articles, that notice shall be treated as though it were an executed instrument of transfer. |
| 8.6 |
If
the person elects to transfer the Share to another person then: |
| |
(a) |
if
the Share is Fully Paid, the transferor must execute an instrument of transfer; and |
| |
(b) |
if
the Share is partly paid, the transferor and the transferee must execute an instrument of transfer. |
| 8.7 |
All
the Articles relating to the transfer of Shares shall apply to the notice or, as appropriate, the instrument of transfer. |
Indemnity
| 8.8 |
A
person registered as a Member by reason of the death or bankruptcy of another Member shall indemnify the Company and the directors
against any loss or damage suffered by the Company or the directors as a result of that registration. |
Rights
of person entitled to a Share following death or bankruptcy
| 8.9 |
A
person becoming entitled to a Share by reason of the death or bankruptcy of a Member shall have the rights to which he would be entitled
if he were registered as the holder of the Share. However, until he is registered as Member in respect of the Share, he shall not
be entitled to attend or vote at any meeting of the Company or at any separate meeting of the holders of that class of Shares in
the Company. |
Increasing,
consolidating, converting, dividing and cancelling share capital
| 9.1 |
To
the fullest extent permitted by the Act, the Company may by Ordinary Resolution do any of the following and amend its Memorandum
for that purpose: |
| |
(a) |
increase
its share capital by new Shares of the amount fixed by that Ordinary Resolution and with the attached rights, priorities and privileges
set out in that Ordinary Resolution; |
| |
(b) |
consolidate
and divide all or any of its share capital into Shares of larger amount than its existing Shares; |
| |
(c) |
convert
all or any of its Paid Up Shares into stock, and reconvert that stock into Paid Up Shares of any denomination; |
| |
(d) |
sub-divide
its Shares or any of them into Shares of an amount smaller than that fixed by the Memorandum, so, however, that in the sub-division,
the proportion between the amount paid and the amount, if any, unpaid on each reduced Share shall be the same as it was in case of
the Share from which the reduced Share is derived; and |
| |
(e) |
cancel
Shares which, at the date of the passing of that Ordinary Resolution, have not been taken or agreed to be taken by any person, and
diminish the amount of its share capital by the amount of the Shares so cancelled or, in the case of Shares without nominal par value,
diminish the number of Shares into which its capital is divided. |
Dealing
with fractions resulting from consolidation of Shares
| 9.2 |
Whenever,
as a result of a consolidation of Shares, any Members would become entitled to fractions of a Share the directors may on behalf of
those Members: |
| |
(a) |
sell
the Shares representing the fractions for the best price reasonably obtainable to any person (including, subject to the provisions
of the Act, the Company); and |
| |
(b) |
distribute
the net proceeds in due proportion among those Members. |
For
that purpose, the directors may authorise some person to execute an instrument of transfer of the Shares to, or in accordance with the
directions of, the purchaser. The transferee shall not be bound to see to the application of the purchase money nor shall the transferee’s
title to the Shares be affected by any irregularity in, or invalidity of, the proceedings in respect of the sale.
Reducing
share capital
| 9.3 |
Subject
to the Act and to any rights for the time being conferred on the Members holding a particular class of Shares, the Company may, by
Special Resolution, reduce its share capital in any way. |
| 10 |
Redemption
and purchase of own Shares |
Power
to issue redeemable Shares and to purchase own Shares
| 10.1 |
Subject
to the Act and Article 37, and to any rights for the time being conferred on the Members holding a particular class of Shares, and,
where applicable, the rules of the Designated Stock Exchange and/or any competent regulatory authority, the Company may by its directors: |
| |
(a) |
issue
Shares that are to be redeemed or liable to be redeemed, at the option of the Company or the Member holding those redeemable Shares,
on the terms and in the manner its directors determine before the issue of those Shares; |
| |
(b) |
with
the consent by Special Resolution of the Members holding Shares of a particular class, vary the rights attaching to that class of
Shares so as to provide that those Shares are to be redeemed or are liable to be redeemed at the option of the Company on the terms
and in the manner which the directors determine at the time of such variation; and |
| |
(c) |
purchase
all or any of its own Shares of any class including any redeemable Shares on the terms and in the manner which the directors determine
at the time of such purchase. |
The
Company may make a payment in respect of the redemption or purchase of its own Shares in any manner authorised by the Act, including
out of any combination of the following: capital, its profits and the proceeds of a fresh issue of Shares.
| 10.2 |
With
respect to redeeming or repurchasing the Shares: |
| |
(a) |
Members
who hold Public Shares are entitled to request the redemption of such Shares in the circumstances described in Article 37.5; |
| |
(b) |
Class
B Shares held by the Sponsor shall, following consummation of the IPO, be surrendered by the Sponsor on a pro rata basis for no consideration
to the extent that the Over-Allotment Option is not exercised in full so that the Class B Shares will at all times represent 20%
of the Company’s issued Shares after the IPO; and |
| |
(c) |
Public
Shares shall be repurchased by way of tender offer in the circumstances set out in Article 37.5. |
Power
to pay for redemption or purchase in cash or in specie
| 10.3 |
When
making a payment in respect of the redemption or purchase of Shares, the directors may make the payment in cash or in specie (or
partly in one and partly in the other) if so authorised by the terms of the allotment of those Shares, or by the terms applying to
those Shares in accordance with Article 10.1, or otherwise by agreement with the Member holding those Shares. |
Effect
of redemption or purchase of a Share
| 10.4 |
Upon
the date of redemption or purchase of a Share: |
| |
(a) |
the
Member holding that Share shall cease to be entitled to any rights in respect of the Share other than the right to receive: |
| |
(b) |
the
price for the Share; and |
| |
(c) |
any
dividend declared in respect of the Share prior to the date of redemption or purchase; |
| |
(d) |
the
Member’s name shall be removed from the Register of Members with respect to the Share; and |
| |
(e) |
the
Share shall be cancelled or held as a Treasury Shares, as the directors may determine. |
For
the purpose of this Article, the date of redemption or purchase is the date when the redemption or purchase falls due.
| 10.5 |
For
the avoidance of doubt, redemptions and repurchases of Shares in the circumstances described in Articles 10.2(a), 10.2(b) and 10.2(c)
above shall not require further approval of the Members. |
Power
to call meetings
| 11.1 |
To
the extent required by the Designated Stock Exchange, an annual general meeting of the Company shall be held no later than one year
after the first financial year end occurring after the IPO, and shall be held in each year thereafter at such time as determined
by the directors and the Company may, but shall not (unless required by the Act or the rules and regulations of the Designated Stock
Exchange) be obliged to, in each year hold any other general meeting. |
| 11.2 |
The
agenda of the annual general meeting shall be set by the directors and shall include the presentation of the Company’s annual
accounts and the report of the directors (if any). |
| 11.3 |
Annual
general meetings shall be held in New York, USA or in such other places as the directors may determine. |
| 11.4 |
All
general meetings other than annual general meetings shall be called extraordinary general meetings and the Company shall specify
the meeting as such in the notices calling it. |
| 11.5 |
The
directors may call a general meeting at any time. |
| 11.6 |
If
there are insufficient directors to constitute a quorum and the remaining directors are unable to agree on the appointment of additional
directors, the directors must call a general meeting for the purpose of appointing additional directors. |
| 11.7 |
The
directors must also call a general meeting if requisitioned in the manner set out in the next two Articles. |
| 11.8 |
The
requisition must be in writing and given by one or more Members who together hold at least 10% of the rights to vote at such general
meeting. |
| 11.9 |
The
requisition must also: |
| |
(a) |
specify
the purpose of the meeting. |
| |
(b) |
be
signed by or on behalf of each requisitioner (and for this purpose each joint holder shall be obliged to sign). The requisition may
consist of several documents in like form signed by one or more of the requisitioners. |
| |
(c) |
be
delivered in accordance with the notice provisions. |
| 11.10 |
Should
the directors fail to call a general meeting within 21 Clear Days from the date of receipt of a requisition, the requisitioners or
any of them may call a general meeting within three months after the end of that period. |
| 11.11 |
Without
limitation to the foregoing, if there are insufficient directors to constitute a quorum and the remaining directors are unable to
agree on the appointment of additional directors, any one or more Members who together hold at least 10% of the rights to vote at
a general meeting may call a general meeting for the purpose of considering the business specified in the notice of meeting which
shall include as an item of business the appointment of additional directors. |
| 11.12 |
Members
seeking to bring business before the annual general meeting or to nominate candidates for election as Directors at the annual general
meeting must deliver notice to the principal executive offices of the Company not later than the close of business on the 90th day
nor earlier than the close of business on the 120th day prior to the scheduled date of the annual general meeting. |
Content
of notice
| 11.13 |
Notice
of a general meeting shall specify each of the following: |
| |
(a) |
the
place, the date and the hour of the meeting; |
| |
(b) |
if
the meeting is to be held in two or more places, the technology that will be used to facilitate the meeting; |
| |
(c) |
subject
to paragraph (d), the general nature of the business to be transacted; and |
| |
(d) |
if
a resolution is proposed as a Special Resolution, the text of that resolution. |
| 11.14 |
In
each notice there shall appear with reasonable prominence the following statements: |
| |
(a) |
that
a Member who is entitled to attend and vote is entitled to appoint one or more proxies to attend and vote instead of that Member;
and |
| |
(b) |
that
a proxyholder need not be a Member. |
Period
of notice
| 11.15 |
At
least five Clear Days’ notice of a general meeting must be given to Members, provided that a general meeting of the Company
shall, whether or not the notice specified in this Article has been given and whether or not the provisions of the Articles regarding
general meetings have been complied with, be deemed to have been duly convened if it is so agreed: |
| |
(a) |
in
the case of an annual general meeting, by all of the Members entitled to attend and vote thereat; and |
| |
(b) |
in
the case of an extraordinary general meeting, by a majority in number of the Members having a right to attend and vote at the meeting,
together holding not less than 95% in par value of the Shares giving that right. |
Persons
entitled to receive notice
| 11.16 |
Subject
to the provisions of these Articles and to any restrictions imposed on any Shares, the notice shall be given to the following people: |
| |
(b) |
persons
entitled to a Share in consequence of the death or bankruptcy of a Member; and |
Publication
of notice on a website
| 11.17 |
Subject
to the Act or the rules of the Designated Stock Exchange, a notice of a general meeting may be published on a website providing the
recipient is given separate notice of: |
| |
(a) |
the
publication of the notice on the website; |
| |
(b) |
the
place on the website where the notice may be accessed; |
| |
(c) |
how
it may be accessed; and |
| |
(d) |
the
place, date and time of the general meeting. |
| 11.18 |
If
a Member notifies the Company that he is unable for any reason to access the website, the Company must as soon as practicable give
notice of the meeting to that Member by any other means permitted by these Articles. This will not affect when that Member is deemed
to have received notice of the meeting. |
Time
a website notice is deemed to be given
| 11.19 |
A
website notice is deemed to be given when the Member is given notice of its publication. |
Required
duration of publication on a website
| 11.20 |
Where
the notice of meeting is published on a website, it shall continue to be published in the same place on that website from the date
of the notification until at least the conclusion of the meeting to which the notice relates. |
Accidental
omission to give notice or non-receipt of notice
| 11.21 |
Proceedings
at a meeting shall not be invalidated by the following: |
| |
(a) |
an
accidental failure to give notice of the meeting to any person entitled to notice; or |
| |
(b) |
non-receipt
of notice of the meeting by any person entitled to notice. |
| 11.22 |
In
addition, where a notice of meeting is published on a website, proceedings at the meeting shall not be invalidated merely because
it is accidentally published: |
| |
(a) |
in
a different place on the website; or |
| |
(b) |
for
part only of the period from the date of the notification until the conclusion of the meeting to which the notice relates. |
| 12 |
Proceedings
at meetings of Members |
Quorum
| 12.1 |
Save
as provided in the following Article, no business shall be transacted at any meeting unless a quorum is present in person or by proxy.
One or more Members who together hold not less than a majority of the issued and outstanding Shares entitled to attend and vote at
such meeting being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorised
representative or proxy shall be a quorum. |
Lack
of quorum
| 12.2 |
If
a quorum is not present within 15 minutes of the time appointed for the meeting, or if at any time during the meeting it becomes
inquorate, then the following provisions apply: |
| |
(a) |
If
the meeting was requisitioned by Members, it shall be cancelled. |
| |
(b) |
In
any other case, the meeting shall stand adjourned to the same time and place seven days hence, or to such other time or place as
is determined by the directors. If a quorum is not present within 15 minutes of the time appointed for the adjourned meeting, then
the meeting shall be dissolved. |
Use
of technology
| 12.3 |
A
person may participate in a general meeting through the medium of conference telephone, video or any other form of communications
equipment providing all persons participating in the meeting are able to hear and speak to each other throughout the meeting. A person
participating in this way is deemed to be present in person at the meeting. |
Chairman
| 12.4 |
The
chairman of a general meeting shall be the chairman of the board or such other director as the directors have nominated to chair
board meetings in the absence of the chairman of the board. Absent any such person being present within 15 minutes of the time appointed
for the meeting, the directors present shall elect one of their number to chair the meeting. |
| 12.5 |
If
no director is present within 15 minutes of the time appointed for the meeting, or if no director is willing to act as chairman,
the Members present in person or by proxy and entitled to vote shall choose one of their number to chair the meeting. |
Right
of a director to attend and speak
| 12.6 |
Even
if a director is not a Member, he shall be entitled to attend and speak at any general meeting and at any separate meeting of Members
holding a particular class of Shares in the Company. |
Adjournment
| 12.7 |
The
chairman may at any time adjourn a meeting with the consent of the Members constituting a quorum. The chairman must adjourn the meeting
if so directed by the meeting. No business, however, can be transacted at an adjourned meeting other than business which might properly
have been transacted at the original meeting. |
| 12.8 |
Should
a meeting be adjourned for more than twenty Clear Days, whether because of a lack of quorum or otherwise, Members shall be given
at least five Clear Days’ notice of the date, time and place of the adjourned meeting and the general nature of the business
to be transacted. Otherwise it shall not be necessary to give any notice of the adjournment. |
Method
of voting
| 12.9 |
A
resolution put to the vote of the meeting shall be decided on a poll. |
Taking
of a poll
| 12.10 |
A
poll demanded on the question of adjournment shall be taken immediately. |
| 12.11 |
A
poll demanded on any other question shall be taken either immediately or at an adjourned meeting at such time and place as the chairman
directs, not being more than 30 Clear Days after the poll was demanded. |
| 12.12 |
The
demand for a poll shall not prevent the meeting continuing to transact any business other than the question on which the poll was
demanded. |
| 12.13 |
A
poll shall be taken in such manner as the chairman directs. He may appoint scrutineers (who need not be Members) and fix a place
and time for declaring the result of the poll. If, through the aid of technology, the meeting is held in more than place, the chairman
may appoint scrutineers in more than place; but if he considers that the poll cannot be effectively monitored at that meeting, the
chairman shall adjourn the holding of the poll to a date, place and time when that can occur. |
Chairman’s
casting vote
| 12.14 |
If
the votes on a resolution are equal, the chairman may if he wishes exercise a casting vote. |
Amendments
to resolutions
| 12.15 |
An
Ordinary Resolution to be proposed at a general meeting may be amended by Ordinary Resolution if: |
| |
(a) |
not
less than 48 hours before the meeting is to take place (or such later time as the chairman of the meeting may determine), notice
of the proposed amendment is given to the Company in writing by a Member entitled to vote at that meeting; and |
| |
(b) |
the
proposed amendment does not, in the reasonable opinion of the chairman of the meeting, materially alter the scope of the resolution. |
| 12.16 |
A
Special Resolution to be proposed at a general meeting may be amended by Ordinary Resolution, if: |
| |
(a) |
the
chairman of the meeting proposes the amendment at the general meeting at which the resolution is to be proposed, and |
| |
(b) |
the
amendment does not go beyond what the chairman considers is necessary to correct a grammatical or other non-substantive error in
the resolution. |
| 12.17 |
If
the chairman of the meeting, acting in good faith, wrongly decides that an amendment to a resolution is out of order, the chairman’s
error does not invalidate the vote on that resolution. |
Written
resolutions
| 12.18 |
Members
may pass a resolution in writing without holding a meeting if the following conditions are met: |
| |
(a) |
all
Members entitled so to vote are given notice of the resolution as if the same were being proposed at a meeting of Members; |
| |
(b) |
all
Members entitled so to vote : |
| |
(ii) |
sign
several documents in the like form each signed by one or more of those Members; and |
| |
(c) |
the
signed document or documents is or are delivered to the Company, including, if the Company so nominates, by delivery of an Electronic
Record by Electronic means to the address specified for that purpose. |
Such
written resolution shall be as effective as if it had been passed at a meeting of the Members entitled to vote duly convened and held.
| 12.19 |
If
a written resolution is described as a Special Resolution or as an Ordinary Resolution, it has effect accordingly. |
| 12.20 |
The
directors may determine the manner in which written resolutions shall be put to Members. In particular, they may provide, in the
form of any written resolution, for each Member to indicate, out of the number of votes the Member would have been entitled to cast
at a meeting to consider the resolution, how many votes he wishes to cast in favour of the resolution and how many against the resolution
or to be treated as abstentions. The result of any such written resolution shall be determined on the same basis as on a poll. |
Sole-member
company
| 12.21 |
If
the Company has only one Member, and the Member records in writing his decision on a question, that record shall constitute both
the passing of a resolution and the minute of it. |
| 13 |
Voting
rights of Members |
Right
to vote
| 13.1 |
Unless
their Shares carry no right to vote, or unless a call or other amount presently payable has not been paid, all Members are entitled
to vote at a general meeting, and all Members holding Shares of a particular class of Shares are entitled to vote at a meeting of
the holders of that class of Shares. |
| 13.2 |
Members
may vote in person or by proxy. |
| 13.3 |
Every
Member shall have one vote for each Share he holds, unless any Share carries special voting rights. |
| 13.4 |
A
fraction of a Share shall entitle its holder to an equivalent fraction of one vote. |
| 13.5 |
No
Member is bound to vote on his Shares or any of them; nor is he bound to vote each of his Shares in the same way. |
Rights
of joint holders
| 13.6 |
If
Shares are held jointly, only one of the joint holders may vote. If more than one of the joint holders tenders a vote, the vote of
the holder whose name in respect of those Shares appears first in the Register of Members shall be accepted to the exclusion of the
votes of the other joint holder. |
Representation
of corporate Members
| 13.7 |
Save
where otherwise provided, a corporate Member must act by a duly authorised representative. |
| 13.8 |
A
corporate Member wishing to act by a duly authorised representative must identify that person to the Company by notice in writing. |
| 13.9 |
The
authorisation may be for any period of time, and must be delivered to the Company not less than two hours before the commencement
of the meeting at which it is first used. |
| 13.10 |
The
directors of the Company may require the production of any evidence which they consider necessary to determine the validity of the
notice. |
| 13.11 |
Where
a duly authorised representative is present at a meeting that Member is deemed to be present in person; and the acts of the duly
authorised representative are personal acts of that Member. |
| 13.12 |
A
corporate Member may revoke the appointment of a duly authorised representative at any time by notice to the Company; but such revocation
will not affect the validity of any acts carried out by the duly authorised representative before the directors of the Company had
actual notice of the revocation. |
| 13.13 |
If
a clearing house (or its nominee(s)), being a corporation, is a Member, it may authorise such persons as it sees fit to act as its
representative at any meeting of the Company or at any meeting of any class of Members provided that the authorisation shall specify
the number and class of Shares in respect of which each such representative is so authorised. Each person so authorised under the
provisions of this Article shall be deemed to have been duly authorised without further evidence of the facts and be entitled to
exercise the same rights and powers on behalf of the clearing house (or its nominee(s)) as if such person was the registered holder
of such Shares held by the clearing house (or its nominee(s)). |
Member
with mental disorder
| 13.14 |
A
Member in respect of whom an order has been made by any court having jurisdiction (whether in the Cayman Islands or elsewhere) in
matters concerning mental disorder may vote, by that Member’s receiver, curator bonis or other person authorised in that behalf
appointed by that court. |
| 13.15 |
For
the purpose of the preceding Article, evidence to the satisfaction of the directors of the authority of the person claiming to exercise
the right to vote must be received not less than 24 hours before holding the relevant meeting or the adjourned meeting in any manner
specified for the delivery of forms of appointment of a proxy, whether in writing or by Electronic means. In default, the right to
vote shall not be exercisable. |
Objections
to admissibility of votes
| 13.16 |
An
objection to the validity of a person’s vote may only be raised at the meeting or at the adjourned meeting at which the vote
is sought to be tendered. Any objection duly made shall be referred to the chairman whose decision shall be final and conclusive. |
Form
of proxy
| 13.17 |
An
instrument appointing a proxy shall be in any common form or in any other form approved by the directors. |
| 13.18 |
The
instrument must be in writing and signed in one of the following ways: |
| |
(b) |
by
the Member’s authorised attorney; or |
| |
(c) |
if
the Member is a corporation or other body corporate, under seal or signed by an authorised officer, secretary or attorney. |
If
the directors so resolve, the Company may accept an Electronic Record of that instrument delivered in the manner specified below and
otherwise satisfying the Articles about authentication of Electronic Records.
| 13.19 |
The
directors may require the production of any evidence which they consider necessary to determine the validity of any appointment of
a proxy. |
| 13.20 |
A
Member may revoke the appointment of a proxy at any time by notice to the Company duly signed in accordance with the Article above
about signing proxies; but such revocation will not affect the validity of any acts carried out by the proxy before the directors
of the Company had actual notice of the revocation. |
How
and when proxy is to be delivered
| 13.21 |
Subject
to the following Articles, the form of appointment of a proxy and any authority under which it is signed (or a copy of the authority
certified notarially or in any other way approved by the directors) must be delivered so that it is received by the Company not less
than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the form of appointment of
proxy proposes to vote. They must be delivered in either of the following ways: |
| |
(a) |
In
the case of an instrument in writing, it must be left at or sent by post: |
| |
(i) |
to
the registered office of the Company; or |
| |
(ii) |
to
such other place specified in the notice convening the meeting or in any form of appointment of proxy sent out by the Company in
relation to the meeting. |
| |
(b) |
If,
pursuant to the notice provisions, a notice may be given to the Company in an Electronic Record, an Electronic Record of an appointment
of a proxy must be sent to the address specified pursuant to those provisions unless another address for that purpose is specified: |
| |
(i) |
in
the notice convening the meeting; or |
| |
(ii) |
in
any form of appointment of a proxy sent out by the Company in relation to the meeting; or |
| |
(iii) |
in
any invitation to appoint a proxy issued by the Company in relation to the meeting. |
| 13.22 |
Where
a poll is taken: |
| |
(a) |
if
it is taken more than seven Clear Days after it is demanded, the form of appointment of a proxy and any accompanying authority (or
an Electronic Record of the same) must be delivered as required under the preceding Article not less than 24 hours before the time
appointed for the taking of the poll; |
| |
(b) |
but
if it to be taken within seven Clear Days after it was demanded, the form of appointment of a proxy and any accompanying authority
(or an Electronic Record of the same) must be e delivered as required under the preceding Article not less than two hours before
the time appointed for the taking of the poll. |
| 13.23 |
If
the form of appointment of proxy is not delivered on time, it is invalid. |
Voting
by proxy
| 13.24 |
A
proxy shall have the same voting rights at a meeting or adjourned meeting as the Member would have had except to the extent that
the instrument appointing him limits those rights. Notwithstanding the appointment of a proxy, a Member may attend and vote at a
meeting or adjourned meeting. If a Member votes on any resolution a vote by his proxy on the same resolution, unless in respect of
different Shares, shall be invalid. |
Unless
otherwise determined by Ordinary Resolution, the minimum number of directors shall be one and there shall be no maximum.
| 15 |
Appointment,
disqualification and removal of directors |
No
age limit
| 15.1 |
There
is no age limit for directors save that they must be aged at least 18 years. |
Corporate
directors
| 15.2 |
Unless
prohibited by law, a body corporate may be a director. If a body corporate is a director, the Articles about representation of corporate
Members at general meetings apply, mutatis mutandis, to the Articles about directors’ meetings. |
No
shareholding qualification
| 15.3 |
Unless
a shareholding qualification for directors is fixed by Ordinary Resolution, no director shall be required to own Shares as a condition
of his appointment. |
Appointment
and removal of directors
| 15.4 |
The
directors shall be divided into three classes: Class I, Class II and Class III. The number of directors in each class shall be as
nearly equal as possible. Immediately prior to the consummation of the IPO, the existing directors shall by resolution classify themselves
as Class I, Class II or Class III directors. The Class I directors shall stand elected for a term expiring at the Company’s
first annual general meeting, the Class II directors shall stand elected for a term expiring at the Company’s second annual
general meeting and the Class III directors shall stand elected for a term expiring at the Company’s third annual general meeting.
Commencing at the Company’s first annual general meeting, and at each annual general meeting thereafter, directors elected
to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding annual general
meeting after their election. All directors shall hold office until the expiration of their respective terms of office and until
their successors shall have been elected and qualified. |
| 15.5 |
Prior
to the closing of a Business Combination, the Company may by Ordinary Resolution of the holders of the Class B Shares appoint any
person to be a director or may by Ordinary Resolution of the holders of the Class B Shares remove any director. For the avoidance
of doubt, prior to the closing of a Business Combination holders of Class A Shares shall have no right to vote on the appointment
or removal of any director. Prior to the closing of a Business Combination, this Article may only be amended by a Special Resolution
passed by holders representing at least 90% of the outstanding Class B Shares. |
| 15.6 |
Subject
to Article 15.4 and 15.5, the Company may by Ordinary Resolution appoint any person to be a director. |
| 15.7 |
Subject
to death, resignation or removal, and with the exception of those directors appointed prior to the first annual general meeting of
the Company, each director shall serve a term of office that will expire at the third succeeding annual general meeting after their
appointment or election. |
| 15.8 |
A
director may be removed from office with or without cause by: |
| |
(a) |
(following
the consummation of the Business Combination but not at any time before) an Ordinary Resolution passed at a meeting of Members called
for the purposes of removing the director or for purposes including the removal of the director; or |
| |
(b) |
subject
to Article 15.4 and 15.5, a resolution of directors passed at a meeting of directors. |
| 15.9 |
The
directors shall have power at any time to appoint any person to be a director who: |
| |
(a) |
is
recommended as a director nominee by a majority of the Independent Directors; and |
| |
(b) |
is
willing to act as a director, |
either
to fill a vacancy or as an additional director. A director elected to fill a vacancy resulting from the death, resignation or removal
of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such
vacancy and until his successor shall have been elected and qualified. For the avoidance of doubt, prior to the closing of a Business
Combination, holders of Class A Shares shall have no right to vote on the appointment or removal of any director. After the closing of
a Business Combination, the Company may by Ordinary Resolution appoint any person to be a director or may by Ordinary Resolution remove
any director.
| 15.10 |
Notwithstanding
the other provisions of these Articles, in any case where, as a result of death, the Company has no directors and no shareholders,
the personal representatives of the last shareholder to have died have the power, by notice in writing to the Company, to appoint
a person to be a director. For the purpose of this Article: |
| |
(a) |
where
two or more shareholders die in circumstances rendering it uncertain who was the last to die, a younger shareholder is deemed to
have survived an older shareholder; |
| |
(b) |
if
the last shareholder died leaving a will which disposes of that shareholder’s shares in the Company (whether by way of specific
gift, as part of the residuary estate, or otherwise): |
| |
(i) |
the
expression personal representatives of the last shareholder means: |
| |
(A) |
until
a grant of probate in respect of that will has been obtained from the Grand Court of the Cayman Islands, all of the executors named
in that will who are living at the time the power of appointment under this Article is exercised; and |
| |
(B) |
after
such grant of probate has been obtained, only such of those executors who have proved that will; |
| |
(ii) |
without
derogating from section 3(1) of the Succession Act (Revised), the executors named in that will may exercise the power of appointment
under this Article without first obtaining a grant of probate. |
| 15.11 |
A
remaining director may appoint a director even though there is not a quorum of directors. |
| 15.12 |
No
appointment can cause the number of directors to exceed the maximum; and any such appointment shall be invalid. |
| 15.13 |
For
so long as Shares are listed on a Designated Stock Exchange, the directors shall include at least such number of Independent Directors
as Applicable Law or the rules and regulations of the Designated Stock Exchange require, subject to applicable phase-in rules of
the Designated Stock Exchange. |
Resignation
of directors
| 15.14 |
A
director may at any time resign office by giving to the Company notice in writing or, if permitted pursuant to the notice provisions,
in an Electronic Record delivered in either case in accordance with those provisions. |
| 15.15 |
Unless
the notice specifies a different date, the director shall be deemed to have resigned on the date that the notice is delivered to
the Company. |
Termination
of the office of director
| 15.16 |
A
director’s office shall be terminated forthwith if: |
| |
(a) |
he
is prohibited by the law of the Cayman Islands from acting as a director; or |
| |
(b) |
he
is made bankrupt or makes an arrangement or composition with his creditors generally; or |
| |
(c) |
in
the opinion of a registered medical practitioner by whom he is being treated he becomes physically or mentally incapable of acting
as a director; or |
| |
(d) |
he
is made subject to any law relating to mental health or incompetence, whether by court order or otherwise; |
| |
(e) |
without
the consent of the other directors, he is absent from meetings of directors for a continuous period of six months; or |
| |
(f) |
all
of the other directors (being not less than two in number) determine that he should be removed as a director, either by a resolution
passed by all of the other directors at a meeting of the directors duly convened and held in accordance with the Articles or by a
resolution in writing signed by all of the other directors. |
Appointment
and removal
Until
the consummation of a Business Combination, a director may not appoint an alternate. Following the consummation of a Business Combination,
Articles 16.2 to 16.5 inclusive shall apply.
Subject
to Article 16.1, any director may appoint any other person, including another director, to act in his place as an alternate director.
No appointment shall take effect until the director has given notice of the appointment to the other directors. Such notice must be given
to each other director by either of the following methods:
| |
(a) |
by
notice in writing in accordance with the notice provisions; |
| |
(b) |
if
the other director has an email address, by emailing to that address a scanned copy of the notice as a PDF attachment (the PDF version
being deemed to be the notice unless Article 31.7 applies), in which event notice shall be taken to be given on the date of receipt
by the recipient in readable form. For the avoidance of doubt, the same email may be sent to the email address of more than one director
(and to the email address of the Company pursuant to Article 16.4(c)). |
| 16.1 |
Without
limitation to the preceding Article, a director may appoint an alternate for a particular meeting by sending an email to his fellow
directors informing them that they are to take such email as notice of such appointment for such meeting. Such appointment shall
be effective without the need for a signed notice of appointment or the giving of notice to the Company in accordance with Article
16.4. |
| 16.2 |
A
director may revoke his appointment of an alternate at any time. No revocation shall take effect until the director has given notice
of the revocation to the other directors. Such notice must be given by either of the methods specified in Article 16.2. |
| 16.3 |
A
notice of appointment or removal of an alternate director must also be given to the Company by any of the following methods: |
| |
(a) |
by
notice in writing in accordance with the notice provisions; |
| |
(b) |
if
the Company has a facsimile address for the time being, by sending by facsimile transmission to that facsimile address a facsimile
copy or, otherwise, by sending by facsimile transmission to the facsimile address of the Company’s registered office a facsimile
copy (in either case, the facsimile copy being deemed to be the notice unless Article 31.7 applies), in which event notice shall
be taken to be given on the date of an error-free transmission report from the sender’s fax machine; |
| |
(c) |
if
the Company has an email address for the time being, by emailing to that email address a scanned copy of the notice as a PDF attachment
or, otherwise, by emailing to the email address provided by the Company’s registered office a scanned copy of the notice as
a PDF attachment (in either case, the PDF version being deemed to be the notice unless Article 31.7 applies), in which event notice
shall be taken to be given on the date of receipt by the Company or the Company’s registered office (as appropriate) in readable
form; or |
| |
(d) |
if
permitted pursuant to the notice provisions, in some other form of approved Electronic Record delivered in accordance with those
provisions in writing. |
Notices
| 16.4 |
All
notices of meetings of directors shall continue to be given to the appointing director and not to the alternate. |
Rights
of alternate director
| 16.5 |
An
alternate director shall be entitled to attend and vote at any board meeting or meeting of a committee of the directors at which
the appointing director is not personally present, and generally to perform all the functions of the appointing director in his absence. |
| 16.6 |
For
the avoidance of doubt: |
| |
(a) |
if
another director has been appointed an alternate director for one or more directors, he shall be entitled to a separate vote in his
own right as a director and in right of each other director for whom he has been appointed an alternate; and |
| |
(b) |
if
a person other than a director has been appointed an alternate director for more than one director, he shall be entitled to a separate
vote in right of each director for whom he has been appointed an alternate. |
| 16.7 |
An
alternate director, however, is not entitled to receive any remuneration from the Company for services rendered as an alternate director. |
Appointment
ceases when the appointer ceases to be a director
| 16.8 |
An
alternate director shall cease to be an alternate director if the director who appointed him ceases to be a director. |
Status
of alternate director
| 16.9 |
An
alternate director shall carry out all functions of the director who made the appointment. |
| 16.10 |
Save
where otherwise expressed, an alternate director shall be treated as a director under these Articles. |
| 16.11 |
An
alternate director is not the agent of the director appointing him. |
| 16.12 |
An
alternate director is not entitled to any remuneration for acting as alternate director. |
Status
of the director making the appointment
| 16.13 |
A
director who has appointed an alternate is not thereby relieved from the duties which he owes the Company. |
Powers
of directors
| 17.1 |
Subject
to the provisions of the Act, the Memorandum and these Articles, the business of the Company shall be managed by the directors who
may for that purpose exercise all the powers of the Company. |
| 17.2 |
No
prior act of the directors shall be invalidated by any subsequent alteration of the Memorandum or these Articles. However, to the
extent allowed by the Act, following the consummation of the IPO Members may by Special Resolution validate any prior or future act
of the directors which would otherwise be in breach of their duties. |
Appointments
to office
| 17.3 |
The
directors may appoint a director: |
| |
(a) |
as
chairman of the board of directors; |
| |
(b) |
as
vice-chairman of the board of directors; |
| |
(c) |
as
managing director; |
| |
(d) |
to
any other executive office |
for
such period and on such terms, including as to remuneration, as they think fit.
| 17.4 |
The
appointee must consent in writing to holding that office. |
| 17.5 |
Where
a chairman is appointed he shall, unless unable to do so, preside at every meeting of directors. |
| 17.6 |
If
there is no chairman, or if the chairman is unable to preside at a meeting, that meeting may select its own chairman; or the directors
may nominate one of their number to act in place of the chairman should he ever not be available. |
| 17.7 |
Subject
to the provisions of the Act, the directors may also appoint any person, who need not be a director: |
| |
(b) |
to
any office that may be required (including, for the avoidance of doubt, one or more chief executive officers, presidents, a chief
financial officer, a treasurer, vice-presidents, one or more assistant vice-presidents, one or more assistant treasurers and one
or more assistant secretaries), |
for
such period and on such terms, including as to remuneration, as they think fit. In the case of an Officer, that Officer may be given
any title the directors decide.
| 17.8 |
The
Secretary or Officer must consent in writing to holding that office. |
| 17.9 |
A
director, Secretary or other Officer of the Company may not hold the office, or perform the services, of Auditor. |
Remuneration
| 17.10 |
The
remuneration to be paid to the directors, if any, shall be such remuneration as the directors shall determine, provided that no cash
remuneration shall be paid to any director prior to the consummation of a Business Combination. The directors shall also, whether
prior to or after the consummation of a Business Combination, be entitled to be paid all out of pocket expenses properly incurred
by them in connection with activities on behalf of the Company, including identifying and consummating a Business Combination. |
| 17.11 |
Remuneration
may take any form and may include arrangements to pay pensions, health insurance, death or sickness benefits, whether to the director
or to any other person connected to or related to him. |
| 17.12 |
Unless
his fellow directors determine otherwise, a director is not accountable to the Company for remuneration or other benefits received
from any other company which is in the same group as the Company or which has common shareholdings. |
Disclosure
of information
| 17.13 |
The
directors may release or disclose to a third party any information regarding the affairs of the Company, including any information
contained in the Register of Members relating to a Member, (and they may authorise any director, Officer or other authorised agent
of the Company to release or disclose to a third party any such information in his possession) if: |
| |
(a) |
the
Company or that person, as the case may be, is lawfully required to do so under the laws of any jurisdiction to which the Company
is subject; or |
| |
(b) |
such
disclosure is in compliance with the rules of any stock exchange upon which the Company’s shares are listed; or |
| |
(c) |
such
disclosure is in accordance with any contract entered into by the Company; or |
| |
(d) |
the
directors are of the opinion such disclosure would assist or facilitate the Company’s operations. |
Power
to delegate any of the directors’ powers to a committee
| 18.1 |
The
directors may delegate any of their powers to any committee consisting of one or more persons who need not be Members. Persons on
the committee may include non-directors so long as the majority of those persons are directors. |
| 18.2 |
The
delegation may be collateral with, or to the exclusion of, the directors’ own powers. |
| 18.3 |
The
delegation may be on such terms as the directors think fit, including provision for the committee itself to delegate to a sub-committee;
save that any delegation must be capable of being revoked or altered by the directors at will. |
| 18.4 |
Unless
otherwise permitted by the directors, a committee must follow the procedures prescribed for the taking of decisions by directors. |
Power
to appoint an agent of the Company
| 18.5 |
The
directors may appoint any person, either generally or in respect of any specific matter, to be the agent of the Company with or without
authority for that person to delegate all or any of that person’s powers. The directors may make that appointment: |
| |
(a) |
by
causing the Company to enter into a power of attorney or agreement; or |
| |
(b) |
in
any other manner they determine. |
Power
to appoint an attorney or authorised signatory of the Company
| 18.6 |
The
directors may appoint any person, whether nominated directly or indirectly by the directors, to be the attorney or the authorised
signatory of the Company. The appointment may be: |
| |
(b) |
with
the powers, authorities and discretions; |
| |
(d) |
subject
to such conditions |
as
they think fit. The powers, authorities and discretions, however, must not exceed those vested in, or exercisable, by the directors under
these Articles. The directors may do so by power of attorney or any other manner they think fit.
| 18.7 |
Any
power of attorney or other appointment may contain such provision for the protection and convenience for persons dealing with the
attorney or authorised signatory as the directors think fit. Any power of attorney or other appointment may also authorise the attorney
or authorised signatory to delegate all or any of the powers, authorities and discretions vested in that person. |
Power
to appoint a proxy
| 18.8 |
Any
director may appoint any other person, including another director, to represent him at any meeting of the directors. If a director
appoints a proxy, then for all purposes the presence or vote of the proxy shall be deemed to be that of the appointing director. |
| 18.9 |
Articles
16.1 to 16.5 inclusive (relating to the appointment by directors of alternate directors) apply, mutatis mutandis, to the appointment
of proxies by directors. |
| 18.10 |
A
proxy is an agent of the director appointing him and is not an officer of the Company. |
Regulation
of directors’ meetings
| 19.1 |
Subject
to the provisions of these Articles, the directors may regulate their proceedings as they think fit. |
Calling
meetings
| 19.2 |
Any
director may call a meeting of directors at any time. The Secretary, if any, must call a meeting of the directors if requested to
do so by a director. |
Notice
of meetings
| 19.3 |
Every
director shall be given notice of a meeting, although a director may waive retrospectively the requirement to be given notice. Notice
may be oral. Attendance at a meeting without written objection shall be deemed to be a waiver of such notice requirement. |
Period
of notice
| 19.4 |
At
least five Clear Days’ notice of a meeting of directors must be given to directors. A meeting may be convened on shorter notice
with the consent of all directors. |
Use
of technology
| 19.5 |
A
director may participate in a meeting of directors through the medium of conference telephone, video or any other form of communications
equipment providing all persons participating in the meeting are able to hear and speak to each other throughout the meeting. |
| 19.6 |
A
director participating in this way is deemed to be present in person at the meeting. |
Place
of meetings
| 19.7 |
If
all the directors participating in a meeting are not in the same place, they may decide that the meeting is to be treated as taking
place wherever any of them is. |
Quorum
| 19.8 |
The
quorum for the transaction of business at a meeting of directors shall be two unless the directors fix some other number or unless
the Company has only one director. |
Voting
| 19.9 |
A
question which arises at a board meeting shall be decided by a majority of votes. If votes are equal the chairman may, if he wishes,
exercise a casting vote. |
Validity
| 19.10 |
Anything
done at a meeting of directors is unaffected by the fact that it is later discovered that any person was not properly appointed,
or had ceased to be a director, or was otherwise not entitled to vote. |
Recording
of dissent
| 19.11 |
A
director present at a meeting of directors shall be presumed to have assented to any action taken at that meeting unless: |
| |
(a) |
his
dissent is entered in the minutes of the meeting; or |
| |
(b) |
he
has filed with the meeting before it is concluded signed dissent from that action; or |
| |
(c) |
he
has forwarded to the Company as soon as practical following the conclusion of that meeting signed dissent. |
A
director who votes in favour of an action is not entitled to record his dissent to it.
Written
resolutions
| 19.12 |
The
directors may pass a resolution in writing without holding a meeting if all directors sign a document or sign several documents in
the like form each signed by one or more of those directors. |
| 19.13 |
Despite
the foregoing, a resolution in writing signed by a validly appointed alternate director or by a validly appointed proxy need not
also be signed by the appointing director. If a written resolution is signed personally by the appointing director, it need not also
be signed by his alternate or proxy. |
| 19.14 |
Such
written resolution shall be as effective as if it had been passed at a meeting of the directors duly convened and held; and it shall
be treated as having been passed on the day and at the time that the last director signs. |
Sole
director’s minute
| 19.15 |
Where
a sole director signs a minute recording his decision on a question, that record shall constitute the passing of a resolution in
those terms. |
| 20 |
Permissible
directors’ interests and disclosure |
Permissible
interests subject to disclosure
| 20.1 |
Save
as expressly permitted by these Articles or as set out below, a director may not have a direct or indirect interest or duty which
conflicts or may possibly conflict with the interests of the Company. |
| 20.2 |
If,
notwithstanding the prohibition in the preceding Article, a director discloses to his fellow directors the nature and extent of any
material interest or duty in accordance with the next Article, he may: |
| |
(a) |
be
a party to, or otherwise interested in, any transaction or arrangement with the Company or in which the Company is or may otherwise
be interested; or |
| |
(b) |
be
interested in another body corporate promoted by the Company or in which the Company is otherwise interested. In particular, the
director may be a director, secretary or officer of, or employed by, or be a party to any transaction or arrangement with, or otherwise
interested in, that other body corporate. |
| 20.3 |
Such
disclosure may be made at a meeting of the board or otherwise (and, if otherwise, it must be made in writing). The director must
disclose the nature and extent of his direct or indirect interest in or duty in relation to a transaction or arrangement or series
of transactions or arrangements with the Company or in which the Company has any material interest. |
| 20.4 |
If
a director has made disclosure in accordance with the preceding Article, then he shall not, by reason only of his office, be accountable
to the Company for any benefit that he derives from any such transaction or arrangement or from any such office or employment or
from any interest in any such body corporate, and no such transaction or arrangement shall be liable to be avoided on the ground
of any such interest or benefit. |
Notification
of interests
| 20.5 |
For
the purposes of the preceding Articles: |
| |
(a) |
a
general notice that a director gives to the other directors that he is to be regarded as having an interest of the nature and extent
specified in the notice in any transaction or arrangement in which a specified person or class of persons is interested shall be
deemed to be a disclosure that he has an interest in or duty in relation to any such transaction of the nature and extent so specified;
and |
| |
(b) |
an
interest of which a director has no knowledge and of which it is unreasonable to expect him to have knowledge shall not be treated
as an interest of his. |
Voting
where a director is interested in a matter
| 20.6 |
A
director may vote at a meeting of directors on any resolution concerning a matter in which that director has an interest or duty,
whether directly or indirectly, so long as that director discloses any material interest pursuant to these Articles. The director
shall be counted towards a quorum of those present at the meeting. If the director votes on the resolution, his vote shall be counted. |
| 20.7 |
Where
proposals are under consideration concerning the appointment of two or more directors to offices or employment with the Company or
any body corporate in which the Company is interested, the proposals may be divided and considered in relation to each director separately
and each of the directors concerned shall be entitled to vote and be counted in the quorum in respect of each resolution except that
concerning his or her own appointment. |
The
Company shall cause minutes to be made in books kept for the purpose in accordance with the Act.
Accounting
and other records
| 22.1 |
The
directors must ensure that proper accounting and other records are kept, and that accounts and associated reports are distributed
in accordance with the requirements of the Act. |
No
automatic right of inspection
| 22.2 |
Members
are only entitled to inspect the Company’s records if they are expressly entitled to do so by law, or by resolution made by
the directors or passed by Ordinary Resolution. |
Sending
of accounts and reports
| 22.3 |
The
Company’s accounts and associated directors’ report or auditor’s report that are required or permitted to be sent
to any person pursuant to any law shall be treated as properly sent to that person if: |
| |
(a) |
they
are sent to that person in accordance with the notice provisions: or |
| |
(b) |
they
are published on a website providing that person is given separate notice of: |
| |
(i) |
the
fact that publication of the documents has been published on the website; |
| |
(ii) |
the
address of the website; and |
| |
(iii) |
the
place on the website where the documents may be accessed; and |
| |
(iv) |
how
they may be accessed. |
| 22.4 |
If,
for any reason, a person notifies the Company that he is unable to access the website, the Company must, as soon as practicable,
send the documents to that person by any other means permitted by these Articles. This, however, will not affect when that person
is taken to have received the documents under the next Article. |
Time
of receipt if documents are published on a website
| 22.5 |
Documents
sent by being published on a website in accordance with the preceding two Articles are only treated as sent at least five Clear Days
before the date of the meeting at which they are to be laid if: |
| |
(a) |
the
documents are published on the website throughout a period beginning at least five Clear Days before the date of the meeting and
ending with the conclusion of the meeting; and |
| |
(b) |
the
person is given at least five Clear Days’ notice of the hearing. |
Validity
despite accidental error in publication on website
| 22.6 |
If,
for the purpose of a meeting, documents are sent by being published on a website in accordance with the preceding Articles, the proceedings
at that meeting are not invalidated merely because: |
| |
(a) |
those
documents are, by accident, published in a different place on the website to the place notified; or |
| |
(b) |
they
are published for part only of the period from the date of notification until the conclusion of that meeting. |
Audit
| 22.7 |
The
directors may appoint an Auditor of the Company who shall hold office on such terms as the directors determine. |
| 22.8 |
The
directors may delegate any of their powers, authorities and discretions, including the power to sub-delegate, to any committee consisting
of one or more Directors (including, without limitation, the Audit Committee, the Compensation Committee and the Nominating and Corporate
Governance Committee). Any such delegation may be made subject to any conditions the directors may impose and either collaterally
with or to the exclusion of their own powers and any such delegation may be revoked or altered by the directors. Subject to any such
conditions, the proceedings of a committee of directors shall be governed by the Articles regulating the proceedings of directors,
so far as they are capable of applying. The composition and responsibilities of each of the Audit Committee, the Compensation Committee
and the Nominating and Corporate Governance Committee shall comply with the rules and regulations of the SEC and the Designated Stock
Exchange and the directors may adopt formal written charters for such committees. Each of these committees shall be empowered to
do all things necessary to exercise the rights of such committee set forth in the Articles and shall have such powers as the directors
may delegate pursuant to the Articles and as required by the rules and regulations of the Designated Stock Exchange, the SEC and/or
any other competent regulatory authority or otherwise under Applicable Law. The Audit Committee shall meet at least once every financial
quarter, or more frequently as circumstances dictate. |
| 22.9 |
The
Audit Committee shall monitor compliance with the terms of the IPO and, if any non-compliance is identified, the Audit Committee
shall be charged with the responsibility to take all action necessary to rectify such non-compliance or otherwise cause compliance
with the terms of the IPO. |
| 22.10 |
At
least one member of the Audit Committee shall be an “audit committee financial expert” as determined by the rules and
regulations of the Designated Stock Exchange, the SEC and/or any other competent regulatory authority or otherwise under Applicable
Law. The “audit committee financial expert” shall have such past employment experience in finance or accounting, requisite
professional certification in accounting, or any other comparable experience or background which results in the individual’s
financial sophistication. |
| 22.11 |
If
the Shares are listed or quoted on the Designated Stock Exchange, the Company shall conduct an appropriate review of all related
party transactions on an ongoing basis and shall utilise the Audit Committee for the review and approval of potential conflicts of
interest. |
| 22.12 |
The
remuneration of the Auditor shall be fixed by the Audit Committee (if one exists). |
| 22.13 |
If
the office of Auditor becomes vacant by resignation or death of the Auditor, or by his becoming incapable of acting by reason of
illness or other disability at a time when his services are required, the directors shall fill the vacancy and determine the remuneration
of such Auditor. |
| 22.14 |
Every
Auditor of the Company shall have a right of access at all times to the books and accounts and vouchers of the Company and shall
be entitled to require from the directors and officers of the Company such information and explanation as may be necessary for the
performance of the duties of the Auditor. |
| 22.15 |
Auditors
shall, if so required by the directors, make a report on the accounts of the Company during their tenure of office at the next annual
general meeting following their appointment in the case of a company which is registered with the Registrar of Companies as an ordinary
company, and at the next extraordinary general meeting following their appointment in the case of a company which is registered with
the Registrar of Companies as an exempted company, and at any other time during their term of office, upon request of the directors
or any general meeting of the Members. |
Unless
the directors otherwise specify, the financial year of the Company:
| |
(a) |
shall
end on 31st December in the year of its incorporation and each following year; and |
| |
(b) |
shall
begin when it was incorporated and on 1st January each following year. |
Except
to the extent of any conflicting rights attached to Shares, the directors may fix any time and date as the record date for:
| |
(a) |
calling
a general meeting; |
| |
(b) |
declaring
or paying a dividend; |
| |
(c) |
making
or issuing an allotment of Shares; or |
| |
(d) |
conducting
any other business required pursuant to these Articles. |
(e)
The record date may be before or after the date on which a dividend, allotment or issue is declared, paid or made.
Declaration
of dividends by Members
| 25.1 |
Subject
to the provisions of the Act, the Company may by Ordinary Resolution declare dividends in accordance with the respective rights of
the Members but no dividend shall exceed the amount recommended by the directors. |
Payment
of interim dividends and declaration of final dividends by directors
| 25.2 |
The
directors may pay interim dividends or declare final dividends in accordance with the respective rights of the Members if it appears
to them that they are justified by the financial position of the Company and that such dividends may lawfully be paid. |
| 25.3 |
Subject
to the provisions of the Act, in relation to the distinction between interim dividends and final dividends, the following applies: |
| |
(a) |
Upon
determination to pay a dividend or dividends described as interim by the directors in the dividend resolution, no debt shall be created
by the declaration until such time as payment is made. |
| |
(b) |
Upon
declaration of a dividend or dividends described as final by the directors in the dividend resolution, a debt shall be created immediately
following the declaration, the due date to be the date the dividend is stated to be payable in the resolution. |
If
the resolution fails to specify whether a dividend is final or interim, it shall be assumed to be interim.
| 25.4 |
In
relation to Shares carrying differing rights to dividends or rights to dividends at a fixed rate, the following applies: |
| |
(a) |
If
the share capital is divided into different classes, the directors may pay dividends on Shares which confer deferred or non-preferred
rights with regard to dividends as well as on Shares which confer preferential rights with regard to dividends but no dividend shall
be paid on Shares carrying deferred or non-preferred rights if, at the time of payment, any preferential dividend is in arrears. |
| |
(b) |
The
directors may also pay, at intervals settled by them, any dividend payable at a fixed rate if it appears to them that there are sufficient
funds of the Company lawfully available for distribution to justify the payment. |
| |
(c) |
If
the directors act in good faith, they shall not incur any liability to the Members holding Shares conferring preferred rights for
any loss those Members may suffer by the lawful payment of the dividend on any Shares having deferred or non-preferred rights. |
Apportionment
of dividends
| 25.5 |
Except
as otherwise provided by the rights attached to Shares, all dividends shall be declared and paid according to the amounts paid up
on the Shares on which the dividend is paid. All dividends shall be apportioned and paid proportionately to the amount paid up on
the Shares during the time or part of the time in respect of which the dividend is paid. If a Share is issued on terms providing
that it shall rank for dividend as from a particular date, that Share shall rank for dividend accordingly. |
Right
of set off
| 25.6 |
The
directors may deduct from a dividend or any other amount payable to a person in respect of a Share any amount due by that person
to the Company on a call or otherwise in relation to a Share. |
Power
to pay other than in cash
| 25.7 |
If
the directors so determine, any resolution declaring a dividend may direct that it shall be satisfied wholly or partly by the distribution
of assets. If a difficulty arises in relation to the distribution, the directors may settle that difficulty in any way they consider
appropriate. For example, they may do any one or more of the following: |
| |
(a) |
issue
fractional Shares; |
| |
(b) |
fix
the value of assets for distribution and make cash payments to some Members on the footing of the value so fixed in order to adjust
the rights of Members; and |
| |
(c) |
vest
some assets in trustees. |
How
payments may be made
| 25.8 |
A
dividend or other monies payable on or in respect of a Share may be paid in any of the following ways: |
| |
(a) |
if
the Member holding that Share or other person entitled to that Share nominates a bank account for that purpose - by wire transfer
to that bank account; or |
| |
(b) |
by
cheque or warrant sent by post to the registered address of the Member holding that Share or other person entitled to that Share. |
| 25.9 |
For
the purpose of paragraph (a) of the preceding Article, the nomination may be in writing or in an Electronic Record and the bank account
nominated may be the bank account of another person. For the purpose of paragraph (b) of the preceding Article, subject to any applicable
law or regulation, the cheque or warrant shall be made to the order of the Member holding that Share or other person entitled to
the Share or to his nominee, whether nominated in writing or in an Electronic Record, and payment of the cheque or warrant shall
be a good discharge to the Company. |
| 25.10 |
If
two or more persons are registered as the holders of the Share or are jointly entitled to it by reason of the death or bankruptcy
of the registered holder (Joint Holders), a dividend (or other amount) payable on or in respect of that Share may be paid as follows: |
| |
(a) |
to
the registered address of the Joint Holder of the Share who is named first on the Register of Members or to the registered address
of the deceased or bankrupt holder, as the case may be; or |
| |
(b) |
to
the address or bank account of another person nominated by the Joint Holders, whether that nomination is in writing or in an Electronic
Record. |
| 25.11 |
Any
Joint Holder of a Share may give a valid receipt for a dividend (or other amount) payable in respect of that Share. |
Dividends
or other moneys not to bear interest in absence of special rights
| 25.12 |
Unless
provided for by the rights attached to a Share, no dividend or other monies payable by the Company in respect of a Share shall bear
interest. |
Dividends
unable to be paid or unclaimed
| 25.13 |
If
a dividend cannot be paid to a Member or remains unclaimed within six weeks after it was declared or both, the directors may pay
it into a separate account in the Company’s name. If a dividend is paid into a separate account, the Company shall not be constituted
trustee in respect of that account and the dividend shall remain a debt due to the Member. |
| 25.14 |
A
dividend that remains unclaimed for a period of six years after it became due for payment shall be forfeited to, and shall cease
to remain owing by, the Company. |
| 26 |
Capitalisation
of profits |
Capitalisation
of profits or of any share premium account or capital redemption reserve
| 26.1 |
The
directors may resolve to capitalise: |
| |
(a) |
any
part of the Company’s profits not required for paying any preferential dividend (whether or not those profits are available
for distribution); or |
| |
(b) |
any
sum standing to the credit of the Company’s share premium account or capital redemption reserve, if any. |
The
amount resolved to be capitalised must be appropriated to the Members who would have been entitled to it had it been distributed by way
of dividend and in the same proportions. The benefit to each Member so entitled must be given in either or both of the following ways:
| |
(a) |
by
paying up the amounts unpaid on that Member’s Shares; |
| |
(b) |
by
issuing Fully Paid Shares, debentures or other securities of the Company to that Member or as that Member directs. The directors
may resolve that any Shares issued to the Member in respect of partly paid Shares (Original Shares) rank for dividend only to the
extent that the Original Shares rank for dividend while those Original Shares remain partly paid. |
Applying
an amount for the benefit of members
| 26.2 |
The
amount capitalised must be applied to the benefit of Members in the proportions to which the Members would have been entitled to
dividends if the amount capitalised had been distributed as a dividend. |
| 26.3 |
Subject
to the Act, if a fraction of a Share, a debenture, or other security is allocated to a Member, the directors may issue a fractional
certificate to that Member or pay him the cash equivalent of the fraction. |
Directors
to maintain share premium account
| 27.1 |
The
directors shall establish a share premium account in accordance with the Act. They shall carry to the credit of that account from
time to time an amount equal to the amount or value of the premium paid on the issue of any Share or capital contributed or such
other amounts required by the Act. |
Debits
to share premium account
| 27.2 |
The
following amounts shall be debited to any share premium account: |
| |
(a) |
on
the redemption or purchase of a Share, the difference between the nominal value of that Share and the redemption or purchase price;
and |
| |
(b) |
any
other amount paid out of a share premium account as permitted by the Act. |
| 27.3 |
Notwithstanding
the preceding Article, on the redemption or purchase of a Share, the directors may pay the difference between the nominal value of
that Share and the redemption purchase price out of the profits of the Company or, as permitted by the Act, out of capital. |
Company
seal
| 28.1 |
The
Company may have a seal if the directors so determine. |
Duplicate
seal
| 28.2 |
Subject
to the provisions of the Act, the Company may also have a duplicate seal or seals for use in any place or places outside the Cayman
Islands. Each duplicate seal shall be a facsimile of the original seal of the Company. However, if the directors so determine, a
duplicate seal shall have added on its face the name of the place where it is to be used. |
When
and how seal is to be used
| 28.3 |
A
seal may only be used by the authority of the directors. Unless the directors otherwise determine, a document to which a seal is
affixed must be signed in one of the following ways: |
| |
(a) |
by
a director (or his alternate) and the Secretary; or |
| |
(b) |
by
a single director (or his alternate). |
If
no seal is adopted or used
| 28.4 |
If
the directors do not adopt a seal, or a seal is not used, a document may be executed in the following manner: |
| |
(a) |
by
a director (or his alternate) or any Officer to which authority has been delegated by resolution duly adopted by the directors; or |
| |
(b) |
by
a single director (or his alternate); or |
| |
(c) |
in
any other manner permitted by the Act. |
Power
to allow non-manual signatures and facsimile printing of seal
| 28.5 |
The
directors may determine that either or both of the following applies: |
| |
(a) |
that
the seal or a duplicate seal need not be affixed manually but may be affixed by some other method or system of reproduction; |
| |
(b) |
that
a signature required by these Articles need not be manual but may be a mechanical or Electronic Signature. |
Validity
of execution
| 28.6 |
If
a document is duly executed and delivered by or on behalf of the Company, it shall not be regarded as invalid merely because, at
the date of the delivery, the Secretary, or the director, or other Officer or person who signed the document or affixed the seal
for and on behalf of the Company ceased to be the Secretary or hold that office and authority on behalf of the Company. |
Indemnity
| 29.1 |
To
the maximum extent permitted by Applicable Law, the Company shall indemnify each existing or former Secretary, director (including
alternate director), and other Officer of the Company (including an investment adviser or an administrator or liquidator) and their
personal representatives against: |
| |
(a) |
all
actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by the existing or former Secretary
or Officer in or about the conduct of the Company’s business or affairs or in the execution or discharge of the existing or
former Secretary’s or Officer’s duties, powers, authorities or discretions; and |
| |
(b) |
without
limitation to paragraph (a), all costs, expenses, losses or liabilities incurred by the existing or former Secretary or Officer in
defending (whether successfully or otherwise) any civil, criminal, administrative or investigative proceedings (whether threatened,
pending or completed) concerning the Company or its affairs in any court or tribunal, whether in the Cayman Islands or elsewhere. |
No
such existing or former Secretary or Officer, however, shall be indemnified in respect of any matter arising out of his own actual fraud,
wilful default or wilful neglect.
| 29.2 |
To
the extent permitted by Applicable Law, the Company may make a payment, or agree to make a payment, whether by way of advance, loan
or otherwise, for any legal costs incurred by an existing or former Secretary or Officer of the Company in respect of any matter
identified in paragraph (a) or paragraph (b) of the preceding Article on condition that the Secretary or Officer must repay the amount
paid by the Company to the extent that it is ultimately found not liable to indemnify the Secretary or that Officer for those legal
costs. |
Release
| 29.3 |
To
the extent permitted by Applicable Law, the Company may by Special Resolution release any existing or former director (including
alternate director), Secretary or other Officer of the Company from liability for any loss or damage or right to compensation which
may arise out of or in connection with the execution or discharge of the duties, powers, authorities or discretions of his office;
but there may be no release from liability arising out of or in connection with that person’s own actual fraud, wilful default
or wilful neglect. |
Insurance
| 29.4 |
To
the extent permitted by Applicable Law, the Company may pay, or agree to pay, a premium in respect of a contract insuring each of
the following persons against risks determined by the directors, other than liability arising out of that person’s own dishonesty: |
| |
(a) |
an
existing or former director (including alternate director), Secretary or Officer or auditor of: |
| |
(ii) |
a
company which is or was a subsidiary of the Company; |
| |
(iii) |
a
company in which the Company has or had an interest (whether direct or indirect); and |
| 29.5 |
a
trustee of an employee or retirement benefits scheme or other trust in which any of the persons referred to in paragraph (a) is or
was interested. |
Form
of notices
| 30.1 |
Save
where these Articles provide otherwise, any notice to be given to or by any person pursuant to these Articles shall be: |
| |
(a) |
in
writing signed by or on behalf of the giver in the manner set out below for written notices; or |
| |
(b) |
subject
to the next Article, in an Electronic Record signed by or on behalf of the giver by Electronic Signature and authenticated in accordance
with Articles about authentication of Electronic Records; or |
| |
(c) |
where
these Articles expressly permit, by the Company by means of a website. |
Electronic
communications
| 30.2 |
Without
limitation to Articles 16.2 to 16.5 inclusive (relating to the appointment and removal by directors of alternate directors) and to
Articles 18.8 to 18.10 inclusive (relating to the appointment by directors of proxies), a notice may only be given to the Company
in an Electronic Record if: |
| |
(a) |
the
directors so resolve; |
| |
(b) |
the
resolution states how an Electronic Record may be given and, if applicable, specifies an email address for the Company; and |
| |
(c) |
the
terms of that resolution are notified to the Members for the time being and, if applicable, to those directors who were absent from
the meeting at which the resolution was passed. |
If
the resolution is revoked or varied, the revocation or variation shall only become effective when its terms have been similarly notified.
| 30.3 |
A
notice may not be given by Electronic Record to a person other than the Company unless the recipient has notified the giver of an
Electronic address to which notice may be sent. |
Persons
authorised to give notices
| 30.4 |
A
notice by either the Company or a Member pursuant to these Articles may be given on behalf of the Company or a Member by a director
or company secretary of the Company or a Member. |
Delivery
of written notices
| 30.5 |
Save
where these Articles provide otherwise, a notice in writing may be given personally to the recipient, or left at (as appropriate)
the Member’s or director’s registered address or the Company’s registered office, or posted to that registered
address or registered office. |
Joint
holders
| 30.6 |
Where
Members are joint holders of a Share, all notices shall be given to the Member whose name first appears in the Register of Members. |
Signatures
| 30.7 |
A
written notice shall be signed when it is autographed by or on behalf of the giver, or is marked in such a way as to indicate its
execution or adoption by the giver. |
| 30.8 |
An
Electronic Record may be signed by an Electronic Signature. |
Evidence
of transmission
| 30.9 |
A
notice given by Electronic Record shall be deemed sent if an Electronic Record is kept demonstrating the time, date and content of
the transmission, and if no notification of failure to transmit is received by the giver. |
| 30.10 |
A
notice given in writing shall be deemed sent if the giver can provide proof that the envelope containing the notice was properly
addressed, pre-paid and posted, or that the written notice was otherwise properly transmitted to the recipient. |
Giving
notice to a deceased or bankrupt Member
| 30.11 |
A
notice may be given by the Company to the persons entitled to a Share in consequence of the death or bankruptcy of a Member by sending
or delivering it, in any manner authorised by these Articles for the giving of notice to a Member, addressed to them by name, or
by the title of representatives of the deceased, or trustee of the bankrupt or by any like description, at the address, if any, supplied
for that purpose by the persons claiming to be so entitled. |
| 30.12 |
Until
such an address has been supplied, a notice may be given in any manner in which it might have been given if the death or bankruptcy
had not occurred. |
Date
of giving notices
| 30.13 |
A
notice is given on the date identified in the following table. |
| Method
for giving notices |
|
When
taken to be given |
| Personally |
|
At
the time and date of delivery |
| By
leaving it at the member’s registered address |
|
At
the time and date it was left |
| If
the recipient has an address within the Cayman Islands, by posting it by prepaid post to the street or postal address of that recipient |
|
48
hours after it was posted |
| If
the recipient has an address outside the Cayman Islands, by posting it by prepaid airmail to the street or postal address of that
recipient |
|
3
Clear Days after posting |
| By
Electronic Record (other than publication on a website), to recipient’s Electronic address |
|
Within
24 hours after it was sent |
| By
publication on a website |
|
See
the Articles about the time when notice of a meeting of Members or accounts and reports, as the case may be, are published on a website |
Saving
provision
| 30.14 |
None
of the preceding notice provisions shall derogate from the Articles about the delivery of written resolutions of directors and written
resolutions of Members. |
| 31 |
Authentication
of Electronic Records |
Application
of Articles
| 31.1 |
Without
limitation to any other provision of these Articles, any notice, written resolution or other document under these Articles that is
sent by Electronic means by a Member, or by the Secretary, or by a director or other Officer of the Company, shall be deemed to be
authentic if either Article 31.2 or Article 31.4 applies. |
Authentication
of documents sent by Members by Electronic means
| 31.2 |
An
Electronic Record of a notice, written resolution or other document sent by Electronic means by or on behalf of one or more Members
shall be deemed to be authentic if the following conditions are satisfied: |
| |
(a) |
the
Member or each Member, as the case may be, signed the original document, and for this purpose Original Document includes several
documents in like form signed by one or more of those Members; and |
| |
(b) |
the
Electronic Record of the Original Document was sent by Electronic means by, or at the direction of, that Member to an address specified
in accordance with these Articles for the purpose for which it was sent; and |
| |
(c) |
Article
31.7 does not apply. |
| 31.3 |
For
example, where a sole Member signs a resolution and sends the Electronic Record of the original resolution, or causes it to be sent,
by facsimile transmission to the address in these Articles specified for that purpose, the facsimile copy shall be deemed to be the
written resolution of that Member unless Article 31.7 applies. |
Authentication
of document sent by the Secretary or Officers of the Company by Electronic means
| 31.4 |
An
Electronic Record of a notice, written resolution or other document sent by or on behalf of the Secretary or an Officer or Officers
of the Company shall be deemed to be authentic if the following conditions are satisfied: |
| |
(a) |
the
Secretary or the Officer or each Officer, as the case may be, signed the original document, and for this purpose Original Document
includes several documents in like form signed by the Secretary or one or more of those Officers; and |
| |
(b) |
the
Electronic Record of the Original Document was sent by Electronic means by, or at the direction of, the Secretary or that Officer
to an address specified in accordance with these Articles for the purpose for which it was sent; and |
| |
(c) |
Article
31.7 does not apply. |
This
Article applies whether the document is sent by or on behalf of the Secretary or Officer in his own right or as a representative of the
Company.
| 31.5 |
For
example, where a sole director signs a resolution and scans the resolution, or causes it to be scanned, as a PDF version which is
attached to an email sent to the address in these Articles specified for that purpose, the PDF version shall be deemed to be the
written resolution of that director unless Article 31.7 applies. |
Manner
of signing
| 31.6 |
For
the purposes of these Articles about the authentication of Electronic Records, a document will be taken to be signed if it is signed
manually or in any other manner permitted by these Articles. |
Saving
provision
| 31.7 |
A
notice, written resolution or other document under these Articles will not be deemed to be authentic if the recipient, acting reasonably: |
| |
(a) |
believes
that the signature of the signatory has been altered after the signatory had signed the original document; or |
| |
(b) |
believes
that the original document, or the Electronic Record of it, was altered, without the approval of the signatory, after the signatory
signed the original document; or |
| |
(c) |
otherwise
doubts the authenticity of the Electronic Record of the document |
and
the recipient promptly gives notice to the sender setting the grounds of its objection. If the recipient invokes this Article, the sender
may seek to establish the authenticity of the Electronic Record in any way the sender thinks fit.
| 32 |
Transfer
by way of continuation |
| 32.1 |
The
Company may, by Special Resolution, resolve to be registered by way of continuation in a jurisdiction outside: |
| |
(a) |
the
Cayman Islands; or |
| |
(b) |
such
other jurisdiction in which it is, for the time being, incorporated, registered or existing. |
| 32.2 |
To
give effect to any resolution made pursuant to the preceding Article, the directors may cause the following: |
| |
(a) |
an
application be made to the Registrar of Companies to deregister the Company in the Cayman Islands or in the other jurisdiction in
which it is for the time being incorporated, registered or existing; and |
| |
(b) |
all
such further steps as they consider appropriate to be taken to effect the transfer by way of continuation of the Company. |
Distribution
of assets in specie
| 33.1 |
If
the Company is wound up, the Members may, subject to these Articles and any other sanction required by the Act, pass a Special Resolution
allowing the liquidator to do either or both of the following: |
| |
(a) |
to
divide in specie among the Members the whole or any part of the assets of the Company and, for that purpose, to value any assets
and to determine how the division shall be carried out as between the Members or different classes of Members; |
| |
(b) |
to
vest the whole or any part of the assets in trustees for the benefit of Members and those liable to contribute to the winding up. |
No
obligation to accept liability
| 33.2 |
No
Member shall be compelled to accept any assets if an obligation attaches to them. |
The
directors are authorised to present a winding up petition
| 33.3 |
The
directors have the authority to present a petition for the winding up of the Company to the Grand Court of the Cayman Islands on
behalf of the Company without the sanction of a resolution passed at a general meeting. |
| 34 |
Amendment
of Memorandum and Articles |
Power
to change name or amend Memorandum
| 34.1 |
Subject
to the Act and Article 34.2, the Company may, by Special Resolution: |
| |
(b) |
change
the provisions of its Memorandum with respect to its objects, powers or any other matter specified in the Memorandum. |
Power
to amend these Articles
| 34.2 |
Subject
to the Act and as provided in these Articles, the Company may, by Special Resolution, amend these Articles in whole or in part save
that no amendment may be made to the Memorandum or Articles to amend: |
| |
(a) |
Article
37 prior to the Business Combination unless the holders of the Public Shares are provided with the opportunity to redeem their Public
Shares upon the approval of any such amendment in the manner and for the price as set out in Article 37.11; or |
| |
(b) |
this
Article 34.2 during the Target Business Acquisition Period; and |
| |
(c) |
Article
15.5 unless in accordance with the terms thereof. |
| 35 |
Mergers
and Consolidations |
The
Company shall have the power to merge or consolidate with one or more constituent companies (as defined in the Act) upon such terms as
the directors may determine and (to the extent required by the Act) with the approval of a Special Resolution.
| 36 |
Class
B Share Conversion |
| 36.1 |
Save
and except for the conversion rights referred to in this Article 36 and as otherwise set out in these Articles, subject to Article
2.10, the rights attaching to all Shares shall rank pari passu in all respects, and the Class A Shares and Class B Shares
shall vote together as a single class on all matters. |
| 36.2 |
Class
B Shares shall automatically convert into Class A Shares on a one for one basis (the Conversion Ratio): (a) at any time and
from time to time at the option of the holders thereof; and (b) automatically on the day of the closing of a Business Combination. |
| 36.3 |
In
order to give effect to the Conversion Ratio, in the case that additional Class A Shares or any other Equity-linked Securities, are
issued, or deemed issued, by the Company in excess of the amounts offered in the IPO and related to the closing of a Business Combination,
all Class B Shares in issue shall automatically convert into Class A Shares at the time of the closing of a Business Combination
at the Conversion Ratio (unless the holders of a majority of the Class B Shares in issue agree to waive such anti-dilution adjustment
with respect to any such issuance or deemed issuance) so that the number of Class A Shares issuable upon conversion of all Class
B Shares will equal, on an as-converted basis, in the aggregate, 20 per cent of the sum of all Class A Shares and Class B Shares
in issue upon completion of the IPO plus all Class A Shares and Equity-linked Securities issued or deemed issued in connection with
a Business Combination, excluding any Shares or Equity-linked Securities issued, or to be issued, to any seller in a Business Combination
and any private placement warrants issued to the Sponsor or its Affiliates upon conversion of working capital loans made to the Company. |
| 36.4 |
Notwithstanding
anything to the contrary contained herein, the Conversion Ratio may be waived as to any particular issuance or deemed issuance of
additional Class A Shares or Equity-linked Securities by the written consent or agreement of holders of a majority of the Class B
Shares then in issue consenting or agreeing separately as a separate class in the manner provided in Article 2.10 hereof. |
| 36.5 |
The
Conversion Ratio shall also take into account any subdivision (by share split, subdivision, exchange, capitalisation, rights issue,
reclassification, recapitalisation or otherwise) or combination (by reverse share split, share consolidation, exchange, reclassification,
recapitalisation or otherwise) or similar reclassification or recapitalisation of the Class A Shares in issue into a greater or lesser
number of shares occurring after the original filing of the Articles without a proportionate and corresponding subdivision, combination
or similar reclassification or recapitalisation of the Class B Shares in issue. |
| 36.6 |
Each
Class B Share shall convert into its pro rata number of Class A Shares pursuant to this Article. The pro rata share
for each holder of Class B Shares will be determined as follows: each Class B Share shall convert into such number of Class A Shares
as is equal to the product of 1 multiplied by a fraction, the numerator of which shall be the total number of Class A Shares into
which all of the Class B Shares in issue shall be converted pursuant to this Article and the denominator of which shall be the total
number of Class B Shares in issue at the time of conversion. |
| 36.7 |
References
in this Article to “converted”, “conversion” or “exchange” shall mean the compulsory redemption
without notice of Class B Shares of any Member and, on behalf of such Members, automatic application of such redemption proceeds
in paying for such new Class A Shares into which the Class B Shares have been converted or exchanged at a price per Class B Share
necessary to give effect to a conversion or exchange calculated on the basis that the Class A Shares to be issued as part of the
conversion or exchange will be issued at par. The Class A Shares to be issued on an exchange or conversion shall be registered in
the name of such Member or in such name as the Member may direct. |
| 36.8 |
Notwithstanding
anything to the contrary in this Article, in no event may any Class B Share convert into Class A Shares at a ratio that is less than
the Conversion Ratio. |
| 37.1 |
Articles
37.1 to 37.11 shall terminate upon consummation of any Business Combination. |
| 37.2 |
The
Company has until 18 months from the closing of the IPO to consummate a Business Combination, provided however that if the board
of directors anticipates that the Company may not be able to consummate a Business Combination within 18 months of the closing of
the IPO, the Company may, by resolution of directors, if requested by the Sponsor, extend the period of time to consummate a Business
Combination up to 18 times, each by an additional one month (for a total of up to 36 months to complete a Business Combination),
subject to the Sponsor depositing additional funds into the Trust Account in accordance with the terms as set out in the trust agreement
governing the Trust Account and referred to in the Registration Statement. In the event that the Company does not consummate a Business
Combination within 18 months from the closing of the IPO or within up to 36 months from the closing of the IPO (subject in the latter
case to valid one month extensions having been made in each case (such date falling 18 months or up to 36 months, as applicable,
after the closing of the IPO being referred to as the Termination Date)), such failure shall trigger an automatic redemption
of the Public Shares (an Automatic Redemption Event) and the directors of the Company shall take all such action necessary
to (i) cease all operations except for the purpose of winding up (ii) as promptly as reasonably possible but no more than ten (10)
Business Days thereafter to redeem the Public Shares to the holders of Public Shares, on a pro rata basis, in cash at a per-share
amount equal to the applicable Per-Share Redemption Price; and (iii) as promptly as reasonably possible following such Automatic
Redemption Event, subject to the approval of our remaining Members and our directors, liquidate and dissolve the Company, subject
to the Company’s obligations under the Act to provide for claims of creditors and the requirements of other applicable law.
In the event of an Automatic Redemption Event, only the holders of Public Shares shall be entitled to receive pro rata redeeming
distributions from the Trust Account with respect to their Public Shares. |
| 37.3 |
Unless
a shareholder vote is required by law or the rules of the Designated Stock Exchange, or, at the sole discretion of the directors,
the directors determine to hold a shareholder vote for business or other reasons, the Company may enter into a Business Combination
without submitting such Business Combination to its Members for approval. |
| 37.4 |
Although
not required, in the event that a shareholder vote is held, and a majority of the votes of the Shares entitled to vote thereon which
were present at the meeting to approve the Business Combination are voted for the approval of such Business Combination, the Company
shall be authorised to consummate the Business Combination. |
| |
(a) |
In
the event that a Business Combination is consummated by the Company other than in connection with a shareholder vote under Article
37.4, the Company will, subject to as provided below, offer to redeem the Public Shares for cash in accordance with Rule 13e-4 and
Regulation 14E of the Exchange Act and subject to any limitations (including but not limited to cash requirements) set forth in the
definitive transaction agreements related to the initial Business Combination (the Tender Redemption Offer), provided however
that the Company shall not redeem those Shares held by the Initial Shareholders or their Affiliates or the directors or officers
of the Company pursuant to such Tender Redemption Offer, whether or not such holders accept such Tender Redemption Offer. The Company
will file tender offer documents with the SEC prior to consummating the Business Combination which contain substantially the same
financial and other information about the Business Combination and the redemption rights as would be required in a proxy solicitation
pursuant to Regulation 14A of the Exchange Act. In accordance with the Exchange Act, the Tender Redemption Offer will remain open
for a minimum of 20 Business Days and the Company will not be permitted to consummate its Business Combination until the expiry of
such period. If in the event a Member holding Public Shares accepts the Tender Redemption Offer and the Company has not otherwise
withdrawn the tender offer, the Company shall, promptly after the consummation of the Business Combination, pay such redeeming Member,
on a pro rata basis, cash equal to the applicable Per-Share Redemption Price. |
| |
(b) |
In
the event that a Business Combination is consummated by the Company in connection with a shareholder vote held pursuant to Article
37.4 in accordance with a proxy solicitation pursuant to Regulation 14A of the Exchange Act (the Redemption Offer), the Company
will, subject as provided below, offer to redeem the Public Shares, other than those Shares held by the Initial Shareholders or their
Affiliates or the directors or officers of the Company, regardless of whether such shares are voted for or against the Business Combination,
for cash, on a pro rata basis, at a per-share amount equal to the applicable Per-Share Redemption Price, provided however
that: (i) the Company shall not redeem those Shares held by the Initial Shareholders or their affiliates or the directors or officers
of the Company pursuant to such Redemption Offer, whether or not such holders accept such Redemption Offer; and (ii) any other redeeming
Member who either individually or together with any Affiliate of his or any other person with whom he is acting in concert or as
a “group” (as such term is defined under Section 13 of the Exchange Act) shall not be permitted to redeem, without the
consent of the directors, more than fifteen percent (15%) of the total Public Shares sold in the IPO. |
| |
(c) |
The
Company will not consummate any Business Combination unless it (or any successor) (i) has net tangible assets of at least US$5,000,001
upon consummation of such Business Combination, or (ii) is otherwise exempt from the provisions of Rule 419 promulgated under the
Securities Act of 1933, as amended. |
| 37.6 |
A
holder of Public Shares shall be entitled to receive distributions from the Trust Account only in the event of an Automatic Redemption
Event, an Amendment Redemption Event or in the event he accepts a Tender Redemption Offer or a Redemption Offer where the Business
Combination is consummated. In no other circumstances shall a holder of Public Shares have any right or interest of any kind in or
to the Trust Account. |
| 37.7 |
Except
in connection with the conversion of Class B Shares into Class A Shares pursuant to Article 36 where the holders of such Shares have
waived any right to receive funds from the Trust Account, prior to a Business Combination, the Company will not issue any securities
(other than Public Shares) that would entitle the holder thereof to (i) receive funds from the Trust Account; or (ii) vote on any
Business Combination. |
| 37.8 |
In
the event the Company enters into a Business Combination with a company that is Affiliated with the Sponsor or any of the directors
or officers of the Company, the Company will obtain an opinion from an independent investment banking firm or independent accounting
firm that such a Business Combination is fair to the holders of the Public Shares from a financial point of view. |
| 37.9 |
The
Company will not effectuate a Business Combination with another “blank cheque” company or a similar company with nominal
operations. |
| 37.10 |
Immediately
after the Company’s IPO, that amount of the proceeds received by the Company in or in connection with the IPO (including proceeds
of any exercise of the underwriter’s over-allotment option and any proceeds from the simultaneous private placement of like
units comprising like securities to those included in the IPO by the Company) as is described in the Company’s registration
statement on Form S-1 filed with the SEC (the Registration Statement) at the time it goes effective as shall be deposited
in the Trust Account shall be so deposited and thereafter held in the Trust Account until released in the event of a Business Combination
or otherwise in accordance with this Article 37. Neither the Company nor any officer, director or employee of the Company will disburse
any of the proceeds held in the Trust Account until the earlier of (i) a Business Combination, or (ii) an Automatic Redemption Event
or in payment of the acquisition price for any shares which the Company elects to purchase, redeem or otherwise acquire in accordance
with this Article 37, in each case in accordance with the trust agreement governing the Trust Account; provided that interest earned
on the Trust Account (as described in the Registration Statement) may be released from time to time to the Company to pay the Company’s
tax obligations. |
| 37.11 |
In
the event the directors of the Company propose any amendment to Article 37 or to any of the other rights of the Shares as set out
at Article 2.5 prior to, but not for the purposes of approving or in conjunction with the consummation of, a Business Combination
that would affect the substance or timing of the Company’s obligations as described in this Article 37 to pay or to offer to
pay the Per-Share Redemption Price to any holder of the Public Shares (an Amendment) and such Amendment is duly approved by
a Special Resolution of the Members (an Approved Amendment), the Company will offer to redeem the Public Shares of any Member
for cash, on a pro rata basis, at a per-share amount equal to the applicable Per-Share Redemption Price (an Amendment Redemption
Event), provided however that the Company shall not redeem those Shares held by the Initial Shareholders or their Affiliates
or the directors or officers of the Company pursuant to such offer, whether or not such holders accept such offer. |
| 38.1 |
Each
Tax Filing Authorised Person and any such other person, acting alone, as any director shall designate from time to time, are authorised
to file tax forms SS-4, W-8 BEN, W-8 IMY, W-9, 8832 and 2553 and such other similar tax forms as are customary to file with any US
state or federal governmental authorities or foreign governmental authorities in connection with the formation, activities and/or
elections of the Company and such other tax forms as may be approved from time to time by any director or officer of the Company.
The Company further ratifies and approves any such filing made by any Tax Filing Authorised Person or such other person prior to
the date of the Articles. |
| 39 |
Business
Opportunities |
| 39.1 |
In
recognition and anticipation of the facts that: (a) directors and Officers of the Company may serve as directors and/or officers
of other entities which engage in the same or similar activities or related lines of business as those in which the Company engages;
(b) directors, managers, officers, members, partners, managing members, employees and/or agents of one or more members of the Sponsor
Group (each of the foregoing, a Sponsor Group Related Person) may serve as directors and/or officers of the Company; and (c)
the Sponsor Group engages, and may continue to engage in the same or similar activities or related lines of business as those in
which the Company, directly or indirectly, may engage and/or other business activities that overlap with or compete with those in
which the Company, directly or indirectly, may engage, the provisions under this heading “Business Opportunities” are
set forth to regulate and define the conduct of certain affairs of the Company as they may involve the Sponsor Group and the Sponsor
Group Related Persons, and the powers, rights, duties and liabilities of the Company and its directors, Officers and Members in connection
therewith. |
| 39.2 |
To
the fullest extent permitted by Applicable Law, the directors and Officers of the Company, the Sponsor Group and the Sponsor Group
Related Persons (each of the foregoing, a Relevant Person) shall have no duty, except and to the extent expressly assumed
by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as the
Company. To the fullest extent permitted by Applicable Law, the Company renounces any interest or expectancy of the Company in, or
in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for either
a Relevant Person, on the one hand, and the Company, on the other. Except to the extent expressly assumed by contract, to the fullest
extent permitted by Applicable Law, a Relevant Person shall have no duty to communicate or offer any such corporate opportunity to
the Company and shall not be liable to the Company or its Members for breach of any fiduciary duty as a Member, director and/or Officer
of the Company solely by reason of the fact that such Relevant Person pursues or acquires such corporate opportunity for itself,
himself or herself, directs such corporate opportunity to another person, or does not communicate information regarding such corporate
opportunity to the Company, unless such opportunity is expressly offered to such Relevant Person solely in their capacity as a director
or Officer of the Company and the opportunity is one the Company is permitted to complete on a reasonable basis. |
| 39.3 |
Except
as provided elsewhere in the Articles, the Company hereby renounces any interest or expectancy of the Company in, or in being offered
an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for both the Company and
a Relevant Person, about which a director and/or officer of the Company who is also a Relevant Person acquires knowledge unless such
opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the Company and such opportunity
is one that the Company are legally and contractually permitted to undertake and would otherwise be reasonable for the Company to
pursue. |
| 39.4 |
To
the extent a court might hold that the conduct of any activity related to a corporate opportunity that is renounced in this Article
to be a breach of duty to the Company or its Members, the Company hereby waives, to the fullest extent permitted by Applicable Law,
any and all claims and causes of action that the Company may have for such activities. To the fullest extent permitted by Applicable
Law, the provisions of this Article apply equally to activities conducted in the future and that have been conducted in the past. |
ANNEX
B
PROPOSED
AMENDMENT
TO
THE
INVESTMENT
MANAGEMENT TRUST AGREEMENT
This
Amendment No. 2 (this “Amendment”), dated as of [●], 2024, to the Investment Management Trust Agreement (as
defined below) is made by and between Evergreen Corporation (the “Company”) and Continental Stock Transfer & Trust
Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in
the Trust Agreement.
WHEREAS,
the Company and the Trustee entered into an Investment Management Trust Agreement dated as of February 8, 2022 (as amended on by Amendment
No. 1 thereto, the “Trust Agreement”);
WHEREAS,
Section 1(i) of the Trust Agreement sets forth the terms that govern the liquidation of the Trust Account under the circumstances described
therein;
WHEREAS,
at an Extraordinary General Meeting of the Company held on [_], 2024 (the “Extraordinary General Meeting”), the Company’s
shareholders approved (i) a proposal to amend the Company’s amended and restated articles of association (the “A&R
COI”) giving the Company the right to extend the date by which it has to consummate a business combination on a month-to-month
basis (each a “Monthly Extension”) beginning on April 11, 2024 until February 11, 2025 (i.e., for up to a period of
time ending thirty-six (36) months after the consummation of its initial public offering); and (ii) a proposal to amend the Trust Agreement
requiring the Company to deposit into the Trust Account, for each Monthly Extension that is exercised, the lesser of (a) $[_] and (b)
$[_] for each Class A ordinary share that remains issued and outstanding after taking into account any redemptions in connection with
the solicitation of such shareholder approval at the Extraordinary General Meeting (such amount, the “Monthly Extension Amount”);
and
NOW
THEREFORE, IT IS AGREED:
1.
Section 1(i) of the Trust Agreement is hereby amended and restated in its entirety as follows:
“(i)
Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter
(“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B,
signed on behalf of the Company by its President, Chief Executive Officer or Chairman of the board of directors (the “Board”)
or other authorized officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust
Account, including interest not previously released to the Company to pay its taxes (less up to $100,000 of interest that may be released
to the Company to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein;
provided, however, that in the event that a Termination Letter has not been received by the Trustee by (A) the date that is 18 months
after the closing of the IPO (“Closing”), or (B) if the President, Chief Executive Officer or Chairman of the Board
extends the time to complete a Business Combination by one (1) month, the date that is 27 months after the Closing, provided that the
Company deposits the Monthly Extension Amount into the Trust Account on or prior to the date that is 26 months after the Closing, or
(C) if the President, Chief Executive Officer or Chairman of the Board further extends the time to complete a Business Combination by
an additional 1-month period, the date that is 28 months after the Closing, provided that the Company deposits the Monthly Extension
Amount into the Trust Account on or prior to the date that is 27 months after the Closing, or (D) if the President, Chief Executive Officer
or Chairman of the Board further extends the time to complete a Business Combination by an additional 1-month period, the date that is
29 months after the Closing, provided that the Company deposits the Monthly Extension Amount into the Trust Account on or prior to the
date that is 28 months after the Closing; or (E) if the President, Chief Executive Officer or Chairman of the Board further extends the
time to complete a Business Combination by an additional 1-month period, the date that is 30 months after the Closing, provided that
the Company deposits the Monthly Extension Amount into the Trust Account on or prior to the date that is 29 months after the Closing;
or (F) if the President, Chief Executive Officer or Chairman of the Board further extends the time to complete a Business Combination
by an additional 1-month period, the date that is 31 months after the Closing, provided that the Company deposits the Monthly Extension
Amount into the Trust Account on or prior to the date that is 30 months after the Closing; or (G) if the President, Chief Executive Officer
or Chairman of the Board further extends the time to complete a Business Combination by an additional 1-month period, the date that is
32 months after the Closing, provided that the Company deposits the Monthly Extension Amount into the Trust Account on or prior to the
date that is 31months after the Closing; or (H) if the President, Chief Executive Officer or Chairman of the Board further extends the
time to complete a Business Combination by an additional 1-month period, the date that is 33 months after the Closing, provided that
the Company deposits the Monthly Extension Amount into the Trust Account on or prior to the date that is 32 months after the Closing;
or (I) if the President, Chief Executive Officer or Chairman of the Board further extends the time to complete a Business Combination
by an additional 1-month period, the date that is 34 months after the Closing, provided that the Company deposits the Monthly Extension
Amount into the Trust Account on or prior to the date that is 33 months after the Closing; or (J) if the President, Chief Executive Officer
or Chairman of the Board further extends the time to complete a Business Combination by an additional 1-month period, the date that is
35 months after the Closing, provided that the Company deposits the Monthly Extension Amount into the Trust Account on or prior to the
date that is 34 months after the Closing; or (J) if the President, Chief Executive Officer or Chairman of the Board further extends the
time to complete a Business Combination by an additional 1-month period, the date that is 36 months after the Closing, provided that
the Company deposits the Monthly Extension Amount into the Trust Account on or prior to the date that is 35 months after the Closing;
but if the Company has not completed a Business Combination within the applicable monthly anniversary of the Closing (“Last Date”),
the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto
and the Property in the Trust Account, including interest not previously released to the Company to pay its taxes (less up to $100,000
of interest that may be released to the Company to pay dissolution expenses) shall be distributed to the Public Shareholders of record
as of the Last Date; provided, however, that in the event the Trustee receives a Termination Letter in a form substantially similar to
Exhibit B hereto, or if the Trustee begins to liquidate the Property because it has received no such Termination Letter by the date specified
in clause (y) of this Section 1(i) the Trustee shall keep the Trust Account open until ten (10) months following the date the Property
has been distributed to the Public Shareholders. As an example, if during the 30 month after the Closing, the Company does not deposit
the Monthly Extension Amount into the Trust Account by the last day of the 30th month, then the Last Date shall be the last
day of the 30th month.
3.
Amendments to Definitions. (i) Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them
in the Trust Agreement. The following defined term in the Trust Agreement shall be amended and restated in their entirety:
“Trust
Agreement” shall mean that certain Investment Management Trust Agreement, dated February 8, 2022, by and between Evergreen
Corporation and Continental Stock Transfer & Trust Company, as amended by the Amendment No. 1 to Investment Management Trust Agreement
dated [●], 2023.”; and
(ii)
The term “Property” shall be deemed to include any Monthly Extension Amount paid to the Trust Account in accordance
with the terms of the Amended and Restated Certificate of Incorporation and the Trust Agreement.
4.
All other provisions of the Trust Agreement shall remain unaffected by the terms hereof.
5.
This Amendment may be signed in any number of counterparts, each of which shall be an original and all of which shall be deemed to be
one and the same instrument, with the same effect as if the signatures thereto and hereto were upon the same instrument. A facsimile
signature or electronic signature shall be deemed to be an original signature for purposes of this Amendment.
6.
This Amendment is intended to be in full compliance with the requirements for an Amendment to the Trust Agreement as required by Section
6(c) of the Trust Agreement, and every defect in fulfilling such requirements for an effective amendment to the Trust Agreement is hereby
ratified, intentionally waived and relinquished by all parties hereto.
7.
This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect
to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.
[signature
page follows]
IN
WITNESS WHEREOF, the parties have duly executed this Amendment to the Investment Management Trust Agreement as of the date first written
above.
CONTINENTAL
STOCK TRANSFER & TRUST COMPANY, as Trustee
| By: |
|
|
| Name: |
Francis
Wolf |
|
| Title: |
Vice
President |
|
EVERGREEN
CORPORATION
| By: |
|
|
| Name: |
Liew
Choon Lian |
|
| Title: |
Chief
Executive Officer |
|
PROXY
CARD
FOR
THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF
EVERGREEN
CORPORATION
THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The
undersigned hereby appoints Liew Choon Lian (the “Proxy”) as proxy, with the power to appoint a substitute to vote the shares
that the undersigned is entitled to vote (the “Shares”) at the Extraordinary General Meeting of shareholders of Evergreen
Corporation to be held on [_], 2024 at 9:00 a.m., New York Time, in person at the offices of Evergreen Corporation, Lot 1.02, Level 1,
Glo Damansara, 699, Jalan Damansara, Taman Tun Dr Ismail, 60000 Kuala Lumpur, Malaysia and via live webcast at visiting https://www.cstproxy.com/evergreencorporation/2024
and entering the voter control number located under the bar card code on this proxy card or at any adjournments and/or postponements
thereof. Such Shares shall be voted as indicated with respect to the proposals listed on the reverse side hereof and in the Proxy’s
discretion on such other matters as may properly come before the Extraordinary General Meeting or any adjournment or postponement thereof.
The
undersigned acknowledges receipt of the accompanying proxy statement and revokes all prior proxies for said meeting.
THE
SHARES REPRESENTED BY THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF
NO SPECIFIC DIRECTION IS GIVEN AS TO THE PROPOSALS ON THE REVERSE SIDE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1, 2, AND 3. PLEASE MARK,
SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY.
(Continued
and to be marked, dated and signed on reverse side)
~
PLEASE DETACH ALONG PERFORATED LINE AND MAIL IN THE ENVELOPE PROVIDED. ~
| EVERGREEN
CORPORATION — THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” PROPOSALS 1, 2, AND 3. |
|
Please
mark votes as ☒indicated in this example |
| (1)
The Extension Amendment Proposal — “RESOLVED, as a special resolution, that the Amended and Restated Articles
of Association (a copy of which is attached to this proxy statement as Annex A) be and is hereby adopted as the articles
of association of the Company in substitution for and to the exclusion of the Company’s existing articles of association.” |
|
FOR
☐ |
|
AGAINST
☐ |
|
ABSTAIN
☐ |
| |
|
|
|
|
|
|
| (2)
The Trust Agreement Amendment Proposal — To approve an amendment to the Company’s Investment Management Trust Agreement,
dated February 8, 2022, by and between EVGR and Continental Stock Transfer & Trust Company, allowing EVGR to extend the Business
Combination Period up to ten (10) times for an additional one (1) month each time from April 11, 2024 to February 11, 2025 by depositing
into the trust account, for each one-month extension, the lesser of (a) $[_] and (b) $[_] for each Class A ordinary share issued
and outstanding after giving effect to the Redemption. |
|
FOR
☐ |
|
AGAINST
☐ |
|
ABSTAIN
☐ |
| |
|
|
|
|
|
|
| (5)
The Adjournment Proposal — To adjourn the special meeting of EVGR shareholders to a later date or dates, if necessary,
to permit further solicitation and vote of Proxies if, based upon the tabulated vote at the time of the special meeting, there are
not sufficient votes to approve the Extension Amendment Proposal. |
|
FOR
☐ |
|
AGAINST
☐ |
|
ABSTAIN
☐ |
| Date:
|
| Signature |
| Signature
(if held jointly) |
| |
| When
Shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please
give full title as such. If a corporation, please sign in full corporate name by president or other authorized officer. If a partnership,
please sign in partnership name by an authorized person. |
| |
| A
vote to abstain will have no effect on proposals 1 or 2. The Shares represented by the Proxy, when properly executed, will be
voted in the manner directed herein by the undersigned shareholder(s). If no direction is made, this Proxy will be voted FOR each
of proposals 1, 2, AND 3. If any other matters properly come before the meeting, the Proxies will vote on such matters in their
discretion. |
| ~
PLEASE DETACH ALONG PERFORATED LINE AND MAIL IN THE ENVELOPE PROVIDED |
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