UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO
RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of February 2024
ZHONGCHAO INC.
(Exact name of registrant as specified in its charter)
Nanxi Creative Center, Suite 218
841 Yan’an Middle Road
Jing’An District, Shanghai, China 200040
Tel: 021-32205987 (Address of Principal Executive
Office)
Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form
40-F ☐
Contents
As previously announced, Zhongchao Inc., a Cayman
Islands exempt company (the “Company”) held the extraordinary general meeting of shareholders on February 20, 2024
where the shareholders approved the proposed 1-for-10 share consolidation of the Company’s ordinary shares of US$0.0001 par value
each (the “Share Consolidation”).
Beginning with the opening of trading on February
29, 2024, the Company’s Class A ordinary shares began trading on a post-Share Consolidation basis on the Nasdaq Capital Market under
the same symbol “ZCMD,” but under a new CUSIP number of G9897X115.
The Company’s amended and restated articles
of association (the “Amended Charter”) in connection with the Share Consolidation became effective on February 29,
2024. The Amended Charter is filed as Exhibit 99.1 hereto, which is incorporated by reference herein.
This Report of Foreign Private Issuer on Form
6-K is incorporated by reference into the Company’s Registration Statements on Form F-3 (File No. 333-256190), filed with the Securities
and Exchange Commission, to be a part thereof from the date on which this Report is submitted, to the extent not superseded by documents
or reports subsequently filed or furnished.
Financial Statements and Exhibits.
Exhibits:
SIGNATURES
Pursuant to the requirements
of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
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Zhongchao Inc. |
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| Date: February 29, 2024 |
By: |
/s/ Weiguang Yang |
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Weiguang Yang
Chief Executive Officer |
2
Exhibit
99.1
ZHONGCHAO
INC.
Amended
and Restated Memorandum and Articles of Association
(Adopted
by special resolution passed on 20 February 2024 and effective 29 February 2024)
ZHONGCHAO
INC.
Companies
Act (as revised)
Company
Limited by Shares
Amended
and Restated Memorandum of Association
(Adopted
by special resolution on 20 February 2024 and effective 29 February 2024)
The
name of the Company is ZHONGCHAO INC..
The
registered office of the Company will be situate at Harneys Fiduciary (Cayman) Limited, 4th Floor, Harbour Place, 103 South Church Street,
P.O. Box 10240, Grand Cayman KY1-1002, Cayman Islands or at such other place as the Directors may from time to time decide.
The
objects for which the Company is established are unrestricted and the Company shall have full power and authority to carry out any object
not prohibited by law as provided by Section 7(4) of the Companies Act (as revised).
Except
as prohibited or limited by the Companies Act (as revised) (as amended from time to time) and subject to the rules and regulations of
the trading market on which the Company’s outstanding shares then trade, if any, the Company shall have and be capable of from
time to time and all times exercising any and all of the powers at any time or from time to time exercisable by a natural person or body
corporate in doing in any part of the world whether as principal, agent, contractor or otherwise whatever may be considered by it necessary
for the attainment of its objects and whatever else may be considered by it as incidental or conducive thereto or consequential thereon,
including, but without in any way restricting the generality of the foregoing, the power to make any alterations or amendments to this
memorandum of association and the articles of association of the Company and the power to pay all expenses of and incidental to the promotion,
formation and incorporation of the Company; to register the Company to do business in any other jurisdiction; to sell, lease or dispose
of any property of the Company; to draw, make, accept, endorse, discount, execute and issue promissory notes, debentures, bills of exchange,
bills of lading, options, warrants and other negotiable or transferable instruments; to lend money or other assets and to act as guarantors;
to borrow or raise money on the security of the undertaking or on all or any of the assets of the Company or without security; to invest
monies of the Company in such manner as the directors determine; to promote other companies; to sell the undertaking of the Company for
cash or any other consideration; to distribute assets in specie to shareholders of the Company; to make charitable or benevolent donations;
to pay pensions or gratuities or provide other benefits in cash or kind to directors, officers, employees, past or present, and their
families; to carry on any trade or business and generally to do all acts and things which, in the opinion of the Company or the directors,
may be conveniently or profitably or usefully acquired and dealt with, carried on, executed or done by the Company in connection with
the business aforesaid.
The
liability of each member is limited to the amount from time to time unpaid on such member’s shares.
The
share capital of the Company is USD500,000.00 divided into 450,000,000 Class A Ordinary Shares with a nominal or par value USD0.001 each
and 50,000,000 Class B Ordinary Shares with a nominal or par value of USD0.001 each, provided always that the Company acting by its board
of directors shall have power to purchase and/or redeem any or all of such shares and to increase or reduce the said capital of the Company
and to sub-divide or consolidate the said shares or any of them subject to the provisions of the Companies Act, the articles of association
and the rules of the applicable trading market on which the capital is then traded and to issue all or any part of its capital whether
original, purchased, redeemed, increased or reduced with or without any preference, priority or special privilege or subject to any restrictions
whatsoever and so that unless the conditions of issue shall otherwise expressly provide every issue of shares whether stated to be ordinary,
preference or otherwise shall be subject to the powers on the part of the Company hereinbefore provided.
| 7 | Part
VII of the Companies Act (as revised) |
If
the Company is registered as an exempted company in accordance with Part VII of the Companies Act (as revised), the Company will comply
with the provisions of such law relating to exempted companies and, subject to the provisions of the Companies Act and the Articles of
Association, it shall have the power to register by way of continuation as a body corporate limited by shares under the laws of any jurisdiction
outside the Cayman Islands and to be deregistered in the Cayman Islands.
The
Company shall have power to amend this memorandum of association by special resolution.
ZHONGCHAO
INC.
Companies
Act (as revised)
Company
Limited by Shares
Amended
and Restated Articles of Association
(Adopted
by special resolution on 20 February 2024 and effective 29 February 2024)
| 1.1 |
The
regulations contained in Table A of the Companies Act (as revised) do not apply to the Company and the following are the articles
of association of the Company. |
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(a) |
the
following terms shall have the meanings set opposite if not inconsistent with the subject context: |
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“Articles” |
means
the articles of association of the Company as originally framed as from time to time amended by Special Resolution; |
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“Audit
Committee” |
means
the committee appointed by the Board in accordance with Article 39 or a successor committee; |
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“Auditors” |
means
the persons for the time being performing the duties of auditors of the Company; |
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“Board” |
means
the board of Directors of the Company or the Directors present at a meeting of Directors of the Company at which a quorum is present; |
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“Chairman” |
means
the Chairman of the board of Directors from time to time; |
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“Class
A Ordinary Shares” |
means
the Class A Ordinary Shares in the capital of the Company having a par value of USD0.001 each having the rights, and subject to the restrictions,
provided in these Articles; |
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|
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“Class
B Ordinary Shares” |
means
the Class B Ordinary Shares in the capital of the Company having a par value of USD0.001 each having the rights, and subject to the restrictions,
provided in these Articles; |
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“Clearing
House” |
means
a clearing house recognised by the laws of a jurisdiction in which the shares of the Company
(or depository receipts therefor) are listed or quoted on a stock exchange or interdealer
quotation system in such jurisdiction;
|
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“Company” |
means
the above-named Company;
|
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“Companies
Act” |
means
the Companies Act (as revised), of the Cayman Islands;
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“debenture” |
includes
debenture stock, mortgages, bonds and any other securities of the Company whether constituting
a charge on the assets of the Company or not;
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“Designated
Stock Exchange” |
means
the Nasdaq Capital Market or such other exchange or interdealer system upon which the Company’s
securities are listed or quoted;
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“Directors” |
means
the persons for the time being occupying the position of directors of the Company, or as
the case may be, the directors assembled as a board and the term a “Director”
shall be construed accordingly and shall, where the context admits, include an alternate
Director;
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“dividend” |
includes
a distribution or interim dividend or interim distribution;
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“Electronic
Record” |
has
the same meaning as in the Electronic Transactions Act;
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“Electronic
Transactions Act” |
means
the Electronic Transactions Act (Revised) of the Cayman Islands;
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“Exchange
Act” |
means
the United States Securities Exchange Act of 1934, as amended;
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“Head
Office” |
means
such office of the Company as the Directors may from time to time determine to be the principal
office of the Company;
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“Issue
Price” |
means
the total consideration payable for the issue of Shares including for the avoidance of doubt
both the par value and any premium payable;
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“Law” |
means
all applicable laws, rules and regulations, domestic or foreign, state, provincial, local
or self-regulatory, including without limitation as to all applicable laws, rules and regulations
of or related to the Companies Act, the United States, the SEC and the Designated Stock Market;
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“member” |
has
the meaning assigned to it in the Companies Act and the term “shareholder” shall also mean a member; |
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“Memorandum” |
means
the Memorandum of Association of the Company; |
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“Month” |
means
calendar month; |
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“NASDAQ” |
means
the National Association of Securities Dealers Automated Quotations;
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“Notice” |
written
notice unless otherwise specifically stated and as further defined in these Articles;
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“Ordinary
Resolution” |
means
a resolution:
(i) passed
by simple majority of the votes of shares issued and outstanding, including Class A and Class B Ordinary Shares, held by such members
as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the Company; or
(ii) approved
in writing by simple majority of the votes of shares issued and outstanding, including Class A and Class B Ordinary Shares, held
by the members entitled to vote at a general meeting of the Company in one or more instruments each signed by one or more of the
members and the effective date of the resolution so adopted shall be the date on which the instrument, or the last of such instruments,
if more than one, is executed.
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“Ordinary
Share” |
means
an ordinary share of the Company with a nominal or par value of USD0.001, including a Class
A Ordinary Share, and a Class B Ordinary Share;
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“paid-up” |
has
the meaning assigned to it in the Companies Act currently meaning paid-up and/or credited
as paid-up as to the nominal or par value only excluding any premium payable in respect of
the issue of any shares;
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“Register” |
means
the register of members of the Company required to be kept by the Companies Act; and includes
(except where otherwise stated or the context otherwise requires) any branch or duplicate
register of members;
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“registered
office” |
means
the registered office for the time being of the Company;
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“Registration
Office” |
means
in respect of any class of share capital such place as the Board may from time to time determine
to keep a branch Register in respect of that class of share capital and where (except in
cases where the Board otherwise directs the transfers or other documents of title or such
class of share capital are to be lodged for registration and are registered);
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“SEC” |
means
the United States Securities and Exchange Commission;
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“Seal” |
means
the common seal of the Company and includes every duplicate seal;
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“Secretary” |
includes
an assistant secretary and any persons appointed to perform the duties of the secretary of
the Company;
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“share” |
means
a share in the Company and shall, where the context so permits, includes fractions of a share
in the Company;
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“Special
Resolution” |
has
the meaning assigned to it in the Companies Act;
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“Treasury
Share” |
means
a share held in the name of the Company as a treasury share in accordance with the Companies Act. |
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(b) |
words
importing the singular include the plural and vice versa; |
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(c) |
words
importing any gender include all genders; |
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(d) |
words
importing persons include corporations as well as any other legal or natural person; |
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(e) |
expressions
referring to writing shall, unless the contrary intention appears, be construed as including references to printing, lithography,
photography and other modes of representing or reproducing words in a visible form and include all modes of representing or reproducing
words in visible form, including in the form of an Electronic Record; |
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(f) |
references
to provisions of any law or regulation shall be construed as references to those provisions as amended, modified, re-enacted or replaced; |
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(g) |
any
phrase commencing with the words “including”, “include”, “in particular” or any similar expression
shall be deemed to be followed by the words “without limitation”; |
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(h) |
headings
are inserted for reference only and shall be ignored in construing the Articles; |
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(i) |
subject
as aforesaid, any words or expressions defined in the Companies Act shall, if not inconsistent with the subject or context hereof,
bear the same meanings as in the Articles; |
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(j) |
the
word “may” shall be construed as permissive and the word “shall” shall be construed as imperative; |
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(k) |
where
an Ordinary Resolution is expressed to be required for any purpose, a Special Resolution is also effective for that purpose; and |
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(l) |
where
any period to lapse under the provisions of these Articles is counted by a number of days, the first day of such period counted shall
be the day immediately after the notice is given or deemed to be given and the period of such notice shall be deemed to be complete
and final at the end of the last day of such period. The relevant then permitted actions shall be effected the day immediately following
such last day. |
| 2 |
Commencement
of Business |
| 2.1 |
The
business of the Company may be commenced as soon after incorporation as the Directors shall see fit, notwithstanding that part only
of its shares may have been allotted. |
| 2.2 |
The
Directors may pay, out of the capital or any other monies of the Company, all expenses incurred in or about the formation and establishment
of the Company including the expenses of registration. |
Subject
to any other provision of these Articles, including but not limited to Article 9 (Variation of Rights of Shares), the Company may from
time to time alter or add to these Articles by passing a Special Resolution.
| 4 |
Issue
of Shares, Principal and Branch Registers and Offices |
| 4.1 |
Subject
to the Law and to any direction that may be given by the Company in general meeting and without prejudice to any special rights previously
conferred on the holders of any existing shares or class of shares, the shares of the Company shall be under the Directors’
general and unconditional authority to allot and/or issue (with or without rights of renunciation), grant options over, offer or
otherwise deal with or dispose of any unissued shares of the Company (whether forming part of the original or any increased share
capital), either at a premium or at par, with or without preferred, deferred or other special rights or restrictions, whether in
regard to dividend, voting, return of capital or otherwise and to such persons, on such terms and conditions, and at such times as
the Directors may decide and they may allot or otherwise dispose of them to such persons (including any Director) on such terms and
conditions and at such time as the Directors may determine. |
| 4.2 |
The
Company may, at its discretion, issue fractions of a share and, save where the Articles otherwise provide, a fraction of a share
shall have proportionately the same rights as a whole share of the same class. |
| 4.3 |
The
Directors may accept non-cash consideration for the issue of Shares. |
| 4.4 |
The
Company shall be prohibited from issuing shares, certificates or coupons in bearer form. |
| 4.5 |
The
Directors may accept contributions to the capital of the Company otherwise than in consideration of the issue of shares. |
| 4.6 |
The
Company shall maintain or cause to be maintained the Register in accordance with the Companies Act. |
| 4.7 |
The
Directors may determine that the Company shall maintain one or more branch registers of members in accordance with the Companies
Act provided that a duplicate of such branch registers shall be maintained with the principal register in accordance with the Companies
Act. The Directors shall also determine which register of members shall constitute the principal register and which shall constitute
the branch register or registers, and may vary such determination from time to time. |
| 4.8 |
Subject
to the provisions of the Law, the Company by resolution of the Directors may change the location of its registered office. |
| 4.9 |
The
Company, in addition to its registered office, may establish and maintain such other offices, places of business and agencies in
the Islands and elsewhere as the Directors may from time to time determine. |
| 5.1 |
The
Directors may, prior to the purchase, redemption or surrender of any share, determine that such share shall be held as a Treasury
Share. |
| 5.2 |
The
Directors may resolve to cancel a Treasury Share or transfer a Treasury Share on such terms as they think proper (including, without
limitation, for nil consideration). |
| 6 |
Redemption,
Purchase and Surrender of Own Shares |
| 6.1 |
Subject
to the provisions of the Companies Act, the Memorandum and these Articles: |
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(a) |
shares
may be issued on the terms that they are, or at the option of the Company or the member are, liable to be redeemed on such terms
and in such manner as the Company, by resolution, or as the Directors, before the issue of the shares, may determine; and |
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(b) |
the
Company may purchase shares, including any redeemable shares, issued by the Company upon the terms and in such manner as the Directors
or the Company, by resolution, may from time to time determine, and such authority may be general in respect of any number of purchases,
for a set period, or indefinite; |
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(c) |
the
Company may make payment in respect of any redemption or purchase of its own shares in any manner authorised by the Companies Act,
including out of capital; |
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(d) |
subject
to the provisions of these Articles, the rights attaching to any issued shares may, by Special Resolution, be varied so as to provide
that such shares are, or at the option of the Company or the member are, liable to be redeemed on such terms and in such manner as
the Company may, determine. |
| 6.2 |
The
Directors may accept the surrender for no consideration of any fully paid-up share. |
| 6.3 |
The
Directors may, when making a payment in respect of the redemption or purchase of shares, make such payment in cash or in specie (or
partly in one and partly in the other). |
| 6.4 |
Upon
the date of redemption or purchase of a share, the holder shall cease to be entitled to any rights in respect thereof (excepting
always the right to receive (i) the price therefor and (ii) any dividend which had been declared in respect thereof prior to such
redemption or purchase being effected) and accordingly his name shall be removed from the Register with respect thereto and the share
shall be cancelled. |
| 7 |
Class
A Ordinary Shares |
The
holder of Class A Ordinary Shares shall have the right to one (1) vote for each such share and shall be entitled to notice of any shareholders’
meeting and, subject to the terms of these Articles, to vote thereat.
The
Class A Ordinary Shares are not redeemable at the option of the holder.
The
Class A Ordinary Shares are not convertible into shares of any other class.
| 8 |
Class
B Ordinary Shares |
The
holder of Class B Ordinary Shares shall have the right to one hundred (100) votes for each such share, and shall be entitled to notice
of any shareholders’ meeting and, subject to the terms of these Articles, to vote thereat.
The
Class B Ordinary Shares are not redeemable at the option of the holder.
The
holders of the Class B Ordinary Shares shall have the conversion rights set out in the following paragraphs (the “Conversion
Rights”).
Each
Class B Ordinary Share shall be convertible, at the option of the holder thereof, at any time after the date of issuance of such share
at the Head Office of the Company or the office of any transfer agent for such shares, into such number of fully paid and non-assessable
Class A Ordinary Shares on the basis that one (1) Class B Ordinary Share shall be converted into one (1) Class A Ordinary Share (being
a 1:1 ratio and hereafter referred to as the “Conversion Rate”), on the date the written notice to convert (together
with any certificate representing the Class B Ordinary Shares to which it relates, if any) is received, as provided for in these Articles,
by the Company at its Head Office or by any transfer agent for the Class B Ordinary Shares. The Conversion Rate for Class B Ordinary
Shares shall be subject to adjustment as set out in this Article 8.3.
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(b) |
Mechanics
of Conversion |
Before
any holder of Class B Ordinary Shares shall be entitled to voluntarily convert the same into Class A Ordinary Shares, such holder shall
lodge, at the Company’s Head Office or at the office of any transfer agent for the Class B Ordinary Shares, a written notice of
the election to convert the same (together with any certificate, if any, representing the Class B Ordinary Shares to which it relates)
and such written notice shall state therein the name or names that shall be entered on the Register and, if certificates are to be issued,
the name or names in which the certificate or certificates for Class A Ordinary Shares are to be issued. A conversion shall be effected
as a simultaneous redemption of the relevant Class B Ordinary Shares and the allotment and issue of the new Class A Ordinary Shares with
the proceeds of such redemption of Class B Ordinary Shares being applied to purchase the new Class A Ordinary Shares. Such conversion
shall be deemed to have been made immediately prior to the close of business on the date of delivery of notice of conversion and, if
certificates are then issued, such surrender of the certificate or certificates for the Class B Ordinary Shares to be converted, and
the person or persons entitled to receive the Class A Ordinary Shares issuable upon such conversion shall be entered on the Register
as the holder or holders of such Class A Ordinary Shares on such date. Certificates evidencing the Class A Ordinary Shares issued on
conversion, and any remaining Class B Ordinary Shares of such Member may be issued in accordance with the terms of these Articles.
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(c) |
Conversion
Price Adjustments of Class B Ordinary Shares for Certain Dilutive Splits, and Consolidations |
The
Conversion Rate of the Class B Ordinary Shares shall be subject to adjustment from time to time as follows:
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(i) |
If
the Company on or after February 26, 2020 (the “Adoption Date”), fixes a record date for the effectuation of a
split or subdivision of the outstanding Class A Ordinary Shares then, as of such record date (or the date of such split or subdivision
if no record date is fixed), the Conversion Rate of the Class B Ordinary Shares shall be appropriately adjusted so that the number
of Class A Ordinary Shares issuable on conversion of each share shall be increased in proportion to such increase of the aggregate
of Class A Ordinary Shares outstanding. |
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(ii) |
If
the number of Class A Ordinary Shares outstanding at any time after the Adoption Date is decreased by a consolidation or other combination
of the outstanding Class A Ordinary Shares, then, following the record date of such combination, the Conversion Rate for the Class
B Ordinary Shares shall be appropriately adjusted so that the number of Class A Ordinary Shares issuable on conversion of each share
shall be decreased in proportion to such decrease in outstanding shares. |
If
at any time or from time to time there shall be a recapitalisation of the Class A Ordinary Shares (other than a subdivision or combination
provided for elsewhere in this Article 8.3), provision shall be made so that the holders of the Class B Ordinary Shares shall thereafter
be entitled to receive upon conversion of the Class B Ordinary Shares the number of shares of the Company, to which a holder of Class
A Ordinary Shares deliverable upon conversion would have been entitled on such recapitalisation. In any such case, appropriate adjustment
shall be made in the application of the provisions of this Article 8.3 with respect to the rights of the holders of the Class B Ordinary
Shares after the recapitalisation to the end that the provisions of this Article 8.3 (including adjustment of the Conversion Rate then
in effect and the number of shares purchasable upon conversion of the Class B Ordinary Shares) shall be applicable after that event as
nearly equivalent as may be practicable.
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(e) |
No
Fractional Shares and Certificate as to Adjustments |
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(i) |
No
fractional shares shall be issued upon the conversion of any Class B Ordinary Shares, and the aggregate number of Class A Ordinary
Shares to be issued to particular shareholders shall be rounded down to the nearest whole share and the Company shall pay in cash
the fair market value of any fractional shares as of the time when entitlement to receive such fractions is determined. Whether or
not fractional shares would be issuable upon such conversion shall be determined on the basis of the total number of Class B Ordinary
Shares the holder is at the time converting into Class A Ordinary Shares and the number of Class A Ordinary Shares issuable upon
such conversion. |
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(ii) |
Upon
the occurrence of each adjustment or readjustment of the Conversion Price of the Class B Ordinary Shares pursuant to this Article
8.3, the Company, at its expense, shall promptly compute such adjustment or readjustment in accordance with the terms hereof and
prepare and furnish to each holder of Class B Ordinary Shares a certificate setting forth such adjustment or readjustment and showing
in detail the facts upon which such adjustment or readjustment is based. The Company shall, upon the written request at any time
of any holder of Class B Ordinary Shares, furnish or cause to be furnished to such holder a like certificate setting forth (A) such
adjustment and readjustment, (B) the Conversion Rate for such Class B Ordinary Shares at the time in effect, and (C) the number of
Class A Ordinary Shares that at the time would be received upon the conversion of a Class B Ordinary Share. |
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(f) |
Reservation
of Shares Issuable Upon Conversion |
The
Company shall at all times reserve and keep available out of its authorised but unissued Class A Ordinary Shares, solely for the purpose
of effecting the conversion of the Class B Ordinary Shares, such number of its Class A Ordinary Shares as shall from time to time be
sufficient to effect the conversion of all outstanding Class B Ordinary Shares; and if at any time the number of authorised but unissued
Class A Ordinary Shares shall not be sufficient to effect the conversion of all then outstanding Class B Ordinary Shares, in addition
to such other remedies as shall be available to the holder of such Class B Ordinary Shares, the Company will take such corporate action
as may, in the opinion of its counsel, be necessary to increase its authorised but unissued Class A Ordinary Shares to such number of
shares as shall be sufficient for such purposes, including, without limitation, engaging in best efforts to obtain the requisite shareholder
approval of any necessary amendment to the Memorandum and Articles.
Subject
to the right of the Company to amend its Memorandum and Articles or take any other corporate action upon obtaining the necessary approvals
required by these Articles and applicable law, the Company will not, by amendment of these Articles or through any reorganisation, recapitalisation,
transfer of assets, consolidation, merger, amalgamation, scheme of arrangement, dissolution, issue or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the
Company, but will at all times in good faith assist in the carrying out of all the provisions of this Article 8.3 and in the taking of
all such action as may be necessary or appropriate to protect the conversion rights of the holders of Class B Ordinary Shares against
impairment.
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(h) |
Waiver
of Adjustment to Conversion Rate |
Notwithstanding
anything herein to the contrary, any downward adjustment of the Conversion Rate of any of the Class B Ordinary Shares may be waived,
either prospectively or retroactively and either generally or in a particular instance, by the consent or vote of the holders of Class
B Ordinary Shares representing a majority of the votes attributable to all then outstanding Class B Ordinary Shares (voting together
as a single class and on an as-converted basis). Any such waiver shall bind all future holders of Class B Ordinary Shares.
| 9 |
Variation
of Rights of Shares |
| 9.1 |
If
at any time the share capital of the Company is divided into different classes of shares, the rights attached to any class (unless
otherwise provided by the terms of issue of the shares of that class) may, whether or not the Company is being wound up, be varied
with the consent in writing of the holders of at least two-thirds of the issued shares of that class or with the sanction of a resolution
passed at a meeting of the holders of such class of shares by the holder or holders of at least two-thirds of such shares present
in person or by proxy at such meeting. To the extent not inconsistent with this Article, the provisions of these Articles relating
to general meetings shall apply to every such meeting of the holders of one class of shares except that the necessary quorum shall
be one person holding or representing by proxy at least one third of the issued shares of the class and that any holder of shares
of the class present in person or by proxy may demand a poll. |
| 9.2 |
The
rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not, unless otherwise expressly
provided by the terms of the issue of the shares of that class, be deemed to be varied by the creation or issue of further shares
ranking pari passu therewith and, for the avoidance of doubt shall not be varied by the increase in the number of shares issuable
under any employee share plan adopted by the Company from time to time. |
| 9.3 |
For
the purposes of a separate class meeting, the Directors may treat two or more or all the classes of Shares as forming one class of
Shares if the Directors consider that such class of Shares would be affected in the same way by the proposals under consideration,
but in any other case shall treat them as separate classes of Shares. |
| 10 |
Commission
on Sale of Shares |
When
permitted by Law the Company may pay to any person a commission in consideration of his subscribing or agreeing to subscribe (whether
absolute or conditional) for any shares or debentures of the Company, or procuring or agreeing to procure subscriptions (whether absolute
or conditional) for any shares or debentures in the Company. Any such commission may be satisfied by the payment of cash or in fully
paid-up shares or debentures of the Company or partly in one way and partly in the other.
| 11 |
Non-Recognition
of Trusts |
Except
as required by law or otherwise provided by these Articles, no person shall be recognised by the Company as holding any shares upon any
trust, and the Company shall not be bound by or be compelled in any way to recognise (even when having notice thereof) any equitable,
contingent, future or partial interest in any share or any interest in any fractional part of a share or any other rights in respect
of any share except an absolute right to the entirety thereof in the registered holder.
| 12 |
Certificates
for Shares |
| 12.1 |
Share
certificates shall generally not be issued, unless the Directors determine to so issue either generally or in a specific circumstance.
A certificate may be issued under Seal or executed in such other manner as the Directors may prescribe. Provided that in respect
of a share or shares held jointly by several persons the Company shall not be bound to issue more than one certificate and delivery
of a certificate for a share to one of several joint holders shall be sufficient delivery to all such holders. |
| 12.2 |
Certificates
representing shares shall be in such form as shall be determined by the Directors. Such certificates shall be signed by such person
or persons as are authorised from time to time by the Directors or by the Articles. All certificates for shares shall be consecutively
numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the
number of shares and date of issue, shall be entered in the Register. All certificates surrendered to the Company for transfer shall
be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered
and cancelled. Notwithstanding the foregoing, if a share certificate is defaced, lost or destroyed, it may be renewed on such terms
(if any) as to evidence and indemnity and the payment of out of pocket expenses of the Company incurred in investigating evidence
as the Directors think fit. |
| 13 |
Joint
Ownership of Shares |
If
several persons are registered as joint holders of any shares they shall be severally as well as jointly liable for any liability in
respect of such shares, but the first named upon the Register shall, as regards service or notices, be deemed the sole owner thereof.
Any of such persons may give effectual receipt for any dividend or other distribution.
| 14.1 |
The
Company shall have a first and paramount lien and charge on every share for all monies, whether presently payable or not, called
or payable at a fixed time in respect of that share, and the Company shall also have a first and paramount lien and charge on all
shares standing registered in the name of a member (whether solely or jointly with others) for all monies, liabilities or engagements
presently owing by him or his estate to the Company either alone or jointly with any other person, whether a member or not; but the
Directors may at any time declare any share to be wholly or in part exempt from the provisions of this Article. The Company’s
lien and charge, if any, on a share shall extend to all dividends or other monies payable in respect thereof. The registration of
a transfer of any such share shall operate as a waiver of the Company’s lien and charge (if any) thereon. |
| 14.2 |
The
Company may sell, in such manner as the Directors think fit, any shares on which the Company has a lien and charge, but no sale shall
be made unless a sum in respect of which the lien and charge exists is presently payable, nor until the expiration of fourteen days
after a notice in writing, stating and demanding payment of such part of the amount in respect of which the lien and charge exists
as is presently payable, has been given to the registered holder or holders for the time being of the share, or the person, of which
the Company has notice, entitled thereto by reason of his death or bankruptcy. |
| 14.3 |
To
give effect to any such sale the Directors may authorise some person to transfer the shares sold to the purchaser thereof. The purchaser
shall be registered as the holder of the shares comprised in any such transfer, and he shall not be bound to see to the application
of the purchase money, nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings in reference
to the sale. |
| 14.4 |
The
proceeds of the sale shall be received by the Company and applied in payment of such part of the amount in respect of which the lien
and charge exists as is presently payable, and the residue, if any, shall (subject to a like lien and charge for sums not presently
payable as existed upon the shares before the sale) be paid to the person entitled to the shares prior to the sale. |
| 15.1 |
The
Directors may from time to time make calls upon the members in respect of any monies unpaid on their shares for the Issue Price (whether
on account of the nominal value of the shares or by way of premium or otherwise) and not by the conditions of allotment thereof made
payable at fixed times. Each member shall (subject to receiving at least fourteen days’ notice specifying the time or times
and place of payment) pay to the Company at the time or times and place so specified the amount called on his shares. A call may
be revoked or postponed as the Directors may determine. A person upon whom a call is made shall remain liable for calls made upon
him notwithstanding the subsequent transfer of the shares in respect of which the call was made. |
| 15.2 |
A
call shall be deemed to have been made at the time when the resolution of the Directors authorising the call was passed and may be
required to be paid by instalments. The joint holders of a share shall be jointly and severally liable to pay all calls in respect
thereof. |
| 15.3 |
If
a sum called in respect of a share is not paid before or on the day appointed for payment thereof, the person from whom the sum is
due shall pay interest on the sum from the day appointed for payment thereof to the time of actual payment at such rate fixed by
the terms of allotment or issue of the share or in the notice of the call or at such rate as prescribed by the Designated Stock Exchange
or as the Directors may otherwise determine, but the Directors shall be at liberty to waive payment of such interest wholly or in
part. |
| 15.4 |
Any
sum which by the terms of issue of a share becomes payable on allotment or at any fixed date (whether on account of the nominal value
of the share or by way of premium or otherwise) shall for the purposes of the Articles be deemed to be a call duly made and payable
on the date on which by the terms of issue the same becomes payable, and in case of non-payment all the relevant provisions of the
Articles as to payment of interest and expenses, forfeiture or otherwise shall apply as if such sum had become payable by virtue
of a call duly made and notified. |
| 15.5 |
The
Directors may, on the issue of shares, differentiate between the holders as to the amount of calls or interest to be paid and the
times of payment. |
| 15.6 |
The
Directors may, if they think fit, receive from any member willing to advance the same, all or any part of the monies uncalled and
unpaid upon any shares held by him, and upon all or any of the monies so advanced may (until the same would, but for such advance,
become payable) pay interest at such rate as may be agreed upon between the Directors and the member paying such sum in advance. |
| 15.7 |
No
such sum paid in advance of calls shall entitle the member paying such sum to any portion of a dividend declared in respect of any
period prior to the date upon which such sum would but for such payment become presently payable. |
| 16.1 |
Every
instrument of transfer shall be left at the registered office for registration, accompanied by the certificate (if any) covering
the shares to be transferred and such other evidence as the Directors may require to prove the title of the transferor to, or his
right to transfer, the shares. |
| 16.2 |
The
instrument of transfer of any share (which need not be under Seal) shall be signed by or on behalf of the transferor and, unless
the share is fully paid up or the transferee otherwise consents or agrees thereto, by or on behalf of the transferee. The transferor
shall be deemed to remain the holder of the share until the name of the transferee is entered in the Register in respect thereof.
If the transferor or the transferee is a Clearing House or central depository house or its nominee(s), by hand or by machine imprinted
signature or by such other manner of execution as the Board may approved from time to time. |
| 16.3 |
Subject
to such of the restrictions of the Articles as may be applicable, any member may transfer all or any of his shares by instrument
in writing in any usual or common form or any other form which the Directors may approve or in a form prescribed by the Designated
Stock Exchange. Upon every transfer of shares any certificate held by the transferor shall be given up to be cancelled and shall
forthwith be cancelled accordingly and a new certificate may be issued. The Company shall also retain the transfer. |
| 16.4 |
The
Directors may, in their absolute discretion and without assigning any reason therefor, refuse to register any transfer of any share,
whether or not it is a fully paid up share as to Issue Price. |
| 16.5 |
Without
limitation, the Directors may decline to recognise any instrument of transfer if: |
| |
(a) |
the
instrument of transfer is not accompanied by the certificate covering shares to which it relates (if any), and/or such other evidence
as the Directors may require to prove the title of the transferor to, or his right to transfer, the shares; or |
| |
(b) |
the
instrument of transfer is in respect of more than one class of share. |
| 16.6 |
If
the Directors refuse to register a transfer they shall within two months after the date on which the transfer was lodged with the
Company send to the transferee notice of the refusal. |
| 16.7 |
The
registration of transfers may be suspended at such times and for such periods as the Directors may from time to time determine, provided
always that such registration shall not be suspended for more than thirty days in any year. |
| 17 |
Transmission
of Shares |
| 17.1 |
In
case of the death of a member, the survivor or survivors where the deceased was a joint holder, and the legal personal representatives
of the deceased where he was a sole holder, shall be the only persons recognised by the Company as having any title to his interest
in the shares but nothing herein contained shall release the estate of a deceased holder from any liability in respect of any share
which had been held by him solely or jointly with other persons. |
| 17.2 |
Any
person becoming entitled to a share in consequence of the death or bankruptcy of a member may, upon such evidence being produced
as may from time to time be properly required by the Directors to show his title to the share, elect either to be registered himself
as holder of the share or to make such transfer of the share to such other person nominated by him as the aforesaid member could
have made and to have such person registered as the transferee thereof, but the Directors shall, in either case, have the same right
to decline or suspend registration as they would have had in the case of a transfer of the share by that member before his death
or bankruptcy, as the case may be. |
| 17.3 |
A
person becoming entitled to a share by reason of the death or bankruptcy of a member shall be entitled to the same dividends and
other advantages to which he would be entitled if he were the registered holder of the share, except that he shall not, before being
registered as a member in respect of the share, be entitled in respect of it to exercise any right conferred by membership in relation
to meetings of the Company; provided always that the Directors may at any time give notice requiring any such person to elect either
to be registered himself or to transfer the share, and if the notice is not complied with within fourteen days the Directors may
thereafter withhold payment of all dividends, bonuses or other monies payable in respect of the share until the requirements of the
notice have been complied with. |
| 18.1 |
If
a member fails to pay any call or instalment of a call for any part of the Issue Price on the day appointed for payment thereof,
the Directors may, at any time thereafter during such time as any part of the call or instalment remains unpaid, serve a notice on
him requiring payment of so much of the call or instalments together with any interest which may have accrued and all expenses that
may have been incurred by the Company by reason of such non-payment. |
| 18.2 |
The
aforesaid notice shall name a further day (not earlier than the expiration of fourteen days from the date of service of the notice)
on or before which the payment required by the notice is to be made, and shall state that in the event of non-payment at or before
the time appointed the shares in respect of which the call was made will be liable to be forfeited. |
| 18.3 |
If
the requirements of any such notice as aforesaid are not complied with, any share in respect of which the notice has been given may
at any time thereafter, before the payment required by the notice has been made, be forfeited, by a resolution of the Directors to
that effect. Such forfeiture shall include all dividends declared or other monies due in respect of the forfeited shares and not
actually paid before forfeiture. |
| 18.4 |
A
forfeited share may be sold or otherwise disposed of on such terms and in such manner as the Directors think fit, and at any time
before a sale or disposition the forfeiture may be cancelled on such terms as the Directors think fit. |
| 18.5 |
A
person whose shares have been forfeited shall cease to be a member in respect of the forfeited shares but shall, notwithstanding,
remain liable to pay to the Company all monies (including any unpaid component of the Issue Price and interest which shall continue
to accrue) which, at the date of forfeiture, were payable by him to the Company in respect of the shares, but his liability shall
cease if and when the Company shall have received payment in full of all such monies in respect of the shares. 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 forfeiture or
for any consideration received on their disposal. When any share shall have been forfeited, notice of the Directors’ resolution
to that effect shall be given to the member in whose name it stood immediately prior to the forfeiture, and an entry of the forfeiture,
with the date thereof, shall forthwith be made in the Register. Where for the purposes of its disposal a forfeited share is to be
transferred to any person the Directors may authorize any person to execute an instrument of transfer of the share to that person. |
| 18.6 |
A
declaration in writing that the declarant is a Director or Secretary of the Company, and that a share in the Company has been duly
forfeited on a date stated in the declaration, shall be conclusive evidence of the facts therein stated as against all persons claiming
to be entitled to the share. The Company may receive the consideration, if any, given for the share on any sale or disposition thereof
and may execute a transfer of the share in favour of the person to whom the share is sold or disposed of and he shall thereupon be
registered as the holder of the share, and shall not be bound to see to the application of the purchase money, if any, nor shall
his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal
of the share. |
| 19 |
Amendment
of Memorandum of Association and Alteration of Capital |
| 19.1 |
Subject
to and insofar as permitted by provisions of the Companies Act, the Company may from time to time by Ordinary Resolution (or where
an Ordinary Resolution is disallowed by the Companies Act and a Special Resolution is required, by Special Resolution) alter or amend
its memorandum of association otherwise than with respect to its name and objects and may hereby, without restricting the generality
of the foregoing: |
| |
(a) |
increase
the share capital by such sum to be divided into shares of such amount or without nominal or par value as the resolution shall prescribe
and with such rights priorities and privileges annexed thereto as may be determined; |
| |
(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) |
by
subdivision of its existing shares or any of them divide the whole or any part of its share capital into shares of smaller amount
than is fixed by the memorandum of association of the Company or into shares without nominal or par value; |
| |
(e) |
cancel
any shares which at the date of the passing of the resolution have not been taken or agreed to be taken by any person and diminish
the amount of its share capital by the amount of any shares so cancelled; and |
| |
(f) |
reduce
its share capital and any capital redemption reserve fund subject to any consent, order, Court approval or other matter required
by law. |
| 19.2 |
All
new shares created hereunder shall be subject to the same provisions with reference to the payment of calls, liens, transfer, transmission,
forfeiture and otherwise as the shares in the original share capital. |
| 19.3 |
Subject
to the provisions of the Companies Act, the Company may by Special Resolution change its name or alter its objects. |
| 20.1 |
The
annual general meeting of the Company shall be held in each year other than the year in which these Articles were adopted at such
time and place as determined by the Directors. The Directors may, whenever they think fit, convene an extraordinary general meeting.
If at any time there are not sufficient Directors capable of acting to form a quorum, any Director or any one or more members may
convene an extraordinary general meeting in the same manner as nearly as possible as that in which meetings may be convened by the
Directors. |
| 20.2 |
The
Directors shall, upon the requisition in writing of one or more members holding in the aggregate not less than one-tenth of such
paid-up capital (as to Issue Price) of the Company as at the date of the requisition carries the right of voting at general meetings,
convene an extraordinary general meeting. Any such requisition shall express the object of the meeting proposed to be called, and
shall be left at or posted to the registered office and may consist of several documents in like form each signed by one or more
requisitionists. |
| 20.3 |
If
the Directors do not proceed to convene a general meeting within twenty-one days from the date of such requisition being left as
aforesaid, the requisitionist(s) or any one or more of them or any other member or members holding in the aggregate not less than
one-tenth of such paid-up capital (as to Issue Price) of the Company as at the date of the requisition carries the right of voting
at general meetings, may convene an extraordinary general meeting to be held at the registered office or at some convenient place
at such time, subject to the Articles as to notice, as the person(s) convening the meeting fix. The requisitionists shall be reimbursed
by the Company for all reasonable expenses incurred by them as a result of the failure by the Directors to convene the general meeting. |
| 20.4 |
Subject
to the provisions of the Companies Act relating to Special Resolutions, seven days’ notice at the least specifying the place,
the day and the hour of meeting and, in case of special business, the general nature of that business shall be given in manner hereinafter
provided, or in such other manner (if any) as may be prescribed by the Company in general meeting, to such persons as are, under
the Articles, entitled to receive such notices from the Company; but with the consent of members entitled to receive notice of some
particular meeting or their proxies holding at least in the aggregate not less than ninety percent (90%) of the paid-up share capital
of the Company (as to Issue Price) giving the right to attend and vote at general meetings of the Company, that meeting may be convened
by such shorter notice and in such manner as those members or their proxies may think fit. |
| 20.5 |
The
accidental omission to give notice of a meeting to, or the non-receipt of a notice of a meeting by, any member entitled to receive
notice shall not invalidate the proceedings at any meeting. |
| 20.6 |
All
business that is transacted at an extraordinary general meeting and all that is transacted at any annual general meeting, with the
exception of the sanctioning of a dividend and the consideration of the accounts, balance sheet, the annual report of the Directors
and the Auditors’ report shall be deemed to be special. |
| 20.7 |
When
all members entitled to be present and vote sign either personally or by proxy the minutes of a general meeting, the same shall be
deemed to have been duly held notwithstanding that the members have not actually come together or that there may have been technical
defects in the proceedings and a resolution in writing (in one or more counterparts) signed by all members personally or by proxy
as aforesaid (a person being a proxy for one or more members being entitled to sign such resolution on behalf of each such member)
shall be as valid and effectual as if it had been passed at a meeting of the members duly called and constituted. |
| 21 |
Proceedings
at General Meetings |
| 21.1 |
No
business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to
business; one or more members holding Ordinary Shares which carry in aggregate (or representing by proxy) not less than one-third
of all votes attaching to all Ordinary Shares in issue and entitled to vote at such general meeting, present in person or by proxy
or, if a corporation or other non-natural person, by its duly authorised representative, shall be a quorum for all purposes provided
always that if the Company has one (1) member of record, the quorum shall be that one (1) member present in person or by proxy. To
avoid confusion for the purpose of this Article 21.1, when counting the quorum, each issued and outstanding Class A Ordinary Share
has one (1) vote and each issued and outstanding Class B Ordinary Share has one hundred (100) votes. |
| 21.2 |
If,
within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition
of member(s), shall be dissolved; in any other case it shall stand adjourned to the same day in the next week, at the same time and
place or to such other day and at such other time and place as the Directors may determine and if at the adjourned meeting a quorum
is not present within half an hour from the time appointed for the meeting the members present shall be a quorum. |
| 21.3 |
The
Chairman, if any, of the board of Directors shall preside as Chairman at every general meeting of the Company, or if there is no
such Chairman, or if he shall not be present within fifteen minutes after the time appointed for the holding of the meeting or is
unwilling to act, the Directors present shall elect one of their number to be Chairman of the meeting. |
| 21.4 |
If
at any meeting no Director is willing to act as Chairman or if no Director is present within fifteen minutes after the time appointed
for holding the meeting, the members present shall choose one of their number to be Chairman of the meeting. |
| 21.5 |
The
Chairman may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the
meeting from time to time and from place to place but no business shall be transacted at any adjourned meeting other than the business
left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for thirty days or more, notice
of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid, it shall not be necessary to give
any notice of an adjournment or of the business to be transacted at an adjourned meeting. |
| 21.6 |
At
any general meeting a resolution put to the vote of the meeting shall be decided on a poll. |
| 21.7 |
In
the case of an equality of votes, the Chairman of the meeting shall be entitled to a casting vote. |
| 21.8 |
A
poll shall be taken at such time and in such manner as the Chairman of the meeting directs and the result of the poll shall be deemed
to be the resolution of the meeting. |
| 21.9 |
If
for so long as the Company has only one member: |
| |
(a) |
in
relation to a general meeting, the sole member or a proxy for that member or (if the member is a corporation) a duly authorized representative
of that member is a quorum; and |
| |
(b) |
the
sole member may agree that any general meeting be called by shorter notice than that provided for by the Articles; and |
| |
(c) |
all
other provisions of the Articles apply with any necessary modification (unless the provision expressly provides otherwise). |
| 22.1 |
Subject
to any rights or restrictions for the time being attached to any class or classes of Ordinary Shares, every member shall have (i)
one hundred (100) votes for every Class B Ordinary Share of which he is a holder, or (ii) one (1) vote for every Class A Ordinary
Share of which he is a holder. |
| 22.2 |
In
the case of joint holders the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion
of the votes of the other joint holders; and for this purpose seniority shall be determined by the order in which the names stand
in the Register. |
| 22.3 |
A
member of unsound mind, or in respect of whom an order has been made by any court having jurisdiction in lunacy, may vote by his
committee, receiver, curator bonis, or other person in the nature of a committee, receiver or curator bonis appointed by that court,
and any such committee, receiver, curator bonis or other person may vote by proxy. |
| 22.4 |
No
person shall be entitled to vote at any general meeting unless he is registered as a member in the Register on the date of such meeting
and unless all calls or other sums presently payable by him in respect of shares of the Company have been paid. |
| 22.5 |
No
objection shall be raised to the qualifications of any voter except at the meeting or adjourned meeting at which the vote objected
to is given or tendered and every vote not disallowed at such meeting shall be valid for all purposes. Any such objection made in
due time shall be referred to the Chairman of the meeting, whose decision shall be final and conclusive. |
| 22.6 |
Votes
may be given either personally or by proxy. A member entitled to more than one vote need not, if he votes, use all his votes or cast
all votes he uses the same way. |
| 23.1 |
The
instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or,
if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorised. A proxy need not
be a member of the Company. Deposit or delivery of a form of appointment of a proxy does not preclude a member from attending and
voting at the meeting or at any adjournment of it. |
| 23.2 |
The
instrument appointing a proxy shall be deposited at the registered office or the Registration Office or at such other place as is
specified for that purpose in the notice convening the meeting no later than twenty four (24) hours prior to the commencement of
the meeting at such time as scheduled, or adjourned meeting, provided that the Chairman of the meeting may at his discretion direct
that an instrument of proxy shall be deemed to have been duly deposited upon receipt of confirmation from the appointor that the
instrument of proxy duly signed is in the course of transmission to the Company. The Directors may require the production of any
evidence which they consider necessary to determine the validity of any appointment pursuant to this Article. |
| 23.3 |
The
instrument appointing a proxy may be in any form acceptable to the Directors and may be expressed to be for a particular meeting
and/or any adjournment thereof or generally until revoked. |
| 23.4 |
A
vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of
the principal or revocation of the proxy or of the authority under which the proxy was executed or the transfer of the share in respect
of which the proxy is given, provided that no intimation in writing of such death, insanity, revocation or transfer as aforesaid
shall have been received by the Company at the registered office before the commencement of the meeting or adjourned meeting at which
the proxy is used. |
| 24 |
Corporations
Acting by Representatives at Meetings and Clearing House |
| 24.1 |
Any
corporation which is a member may by resolution of its directors or other governing body authorise such person as it thinks fit to
act as its representative at any meeting of the Company or of any class of members and the person so authorised shall be entitled
to exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were an individual
member. |
| 24.2 |
If
a Clearing House (or its nominee(s)) or a central depository entity, being a corporation, is a member, it may authorise such persons
at it thinks fit to act as its representatives at any meeting of the Company or at any meeting of any class of member 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 central depository entity (or
its nominee(s)) as if such person was the registered holder of the shares of the Company held by the Clearing House or a central
depository entity (or its nominee(s)) including the right to vote. |
| 25.1 |
The
Company shall have a Board of Directors consisting of not less than three (3) Directors. The Board may impose a maximum or minimum
number of Directors required to hold office at any of time and vary such limits from time to time, so that the number of Directors
shall not be less than three (3). The Directors shall be elected or appointed in the first place by the subscribers to the Memorandum
or by a majority of them and thereafter in accordance with Article 25.2. At any one time, at least a majority of the Board of Directors
shall be Independent Directors (as defined below). |
| 25.2 |
Immediately
prior to the consummation of Company’s initial public offering, the Directors shall pass a resolution of Directors dividing
themselves into two classes, being the class I directors (the “Class I Directors”) and the class II directors
(the “Class II Directors”). The number of Directors in each class shall be as nearly equal as possible. The Class
I Directors shall stand elected for a term expiring at the Company’s initial meeting after February 26, 2020 and the Class
II Directors shall stand elected for a term expiring at the Company’s third annual general meeting of Members following the
initial meeting, and at each following annual general meeting of Members, Directors elected to succeed those Directors whose terms
expire shall be elected for a term of office to expire at the second annual general meeting following their election. Except as the
Exchange Act or any applicable law may otherwise require, in the interim between an annual general meeting or general meeting called
for the election of Directors and/or the removal of one or more Directors any vacancy on the Board of Directors, may be filled by
the majority vote of the remaining Directors pursuant to Article 29.2. |
| 25.3 |
The
remuneration to be paid to the Directors shall be such remuneration as the Directors shall determine and as is in accordance with
the Charter of the Compensation Committee of the Board (the “Compensation Charter”), as applicable and the Company’s
other corporate governance documents. Such remuneration shall be deemed to accrue from day to day. The Directors may also be paid
travelling, hotel and other expenses properly incurred by them in attending and returning from meetings of the Directors or any committee
of the Directors or general meetings of the Company or in connection with the business of the Company or the carrying out their duties
as a Director, or receive a fixed allowance in respect thereof as may be determined by the Directors from time to time or a combination
of partly of one such method and partly the other. |
| 25.4 |
The
shareholding qualification for Directors may be fixed by resolution of the Directors, and unless and until so fixed no qualification
shall be required. |
| 25.5 |
A
Director or alternate Director may be or become a Director or other officer of, or otherwise interested in, any company promoted
by the Company or in which the Company may be interested as shareholder or otherwise, and no such Director shall be accountable to
the Company for any remuneration or other benefits received by him as a Director or officer of, or from his interest in, such other
company unless the Company otherwise directs in general meeting. Notwithstanding the foregoing, no “Independent Director”
as defined in the rules of the Designated Stock Exchange or in Rule 10A-3 under the Exchange Act and with respect of whom the Board
has determined constitutes an “Independent Director” for purposes of compliance with applicable law or the Company’s
listing requirements, shall without the consent of the Audit Committee take any of the foregoing actions or any other action that
would reasonably be likely to affect such Director’s status as an “Independent Director” of the Company. |
| 25.6 |
The
Directors may by resolution award special remuneration to any Director undertaking any special work or services which in the opinion
of the Directors are beyond his ordinary routine work as a Director. Any fees paid to a Director who is also counsel or attorney-at-law
to the Company, or otherwise serves it in a professional capacity, shall be in addition to his remuneration as a Director. |
| 25.7 |
A
Director or alternate Director may act by himself or his firm in a professional capacity for the Company, and he or his firm shall
be entitled to remuneration for professional services as if he were not a Director or alternate Director; provided that nothing herein
obtained shall authorise a Director or alternate Director or his firm to act as Auditor of the Company; provided, further that such
Director or alternate Director, as the case may be, obtains written approval from the Audit Committee before performing any such
act or providing such services and accepting any remuneration therefor. All fees paid pursuant to this Article 25.7 are subject to,
and shall be paid in accordance with the Compensation Charter. |
| 26 |
Alternate
Directors and Proxy Directors |
| 26.1 |
A
Director may by writing appoint any person to be an alternate Director in his place. Any appointment or removal of an alternate Director
shall be by notice to the Company signed by the Director making or revoking the appointment or in any other manner approved by the
Directors. The person so appointed shall be entitled to attend, speak and vote at meetings of the Directors, and at all meetings
of committees of Directors that his appointor is a member of, when the Director appointing him is not personally present and to sign
any written resolution of the Directors and shall automatically vacate his office on the expiration of the term for or the happening
of the event until which he is by the terms of his appointment to hold office or if the appointor in writing revokes the appointment
or himself ceases for any reason to hold office as a Director. An appointment of an alternate Director under this Article shall not
prejudice the right of the appointor to attend and vote at meetings of the Directors and the powers of the alternate Director shall
automatically be suspended during such time as the Director appointing him is himself present in person at a meeting of the Directors.
An alternate Director shall be deemed to be appointed by the Company and not deemed to be the agent of the Director appointing him
and shall alone be responsible for his own acts and defaults. |
| 26.2 |
A
Director may be represented at any meetings of the Directors by a proxy appointed by him in which event the presence or vote of the
proxy shall for all purposes be deemed to be that of the Director. |
| 26.3 |
The
provisions of these Articles applicable to alternate Directors shall mutatis mutandis apply to the appointment of proxies
by Directors, save that any person appointed as a proxy pursuant to Article 26.2 shall be the agent of the Director, and not an officer
of the Company. |
| 27 |
Powers
and Duties of Directors |
| 27.1 |
The
business of the Company shall be managed by the Directors (or a sole Director if only one is appointed) who may exercise all the
powers of the Company save where inconsistent with the Companies Act or these Articles PROVIDED HOWEVER that no regulations made
by the Company in general meeting shall invalidate any prior act of the Directors which would have been valid if that regulation
had not been made. The powers given by this Article shall not be limited by any special power given to the Directors by the Articles
and a meeting of Directors at which a quorum is present may exercise all powers exercisable by the Directors. |
| 27.2 |
Without
limitation, the Directors may exercise all the powers of the Company to borrow or raise monies, and to mortgage or charge its undertaking,
property and uncalled capital, or any part thereof, and to issue debentures, debenture stock, and other securities whether outright
or as security for any debt liability or obligation of the Company or of any third party. |
| 27.3 |
All
cheques, promissory notes, drafts, bills of exchange or other negotiable instruments, and all receipts for monies paid to the Company
shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as the Directors shall from
time to time determine by resolution. |
| 27.4 |
The
Directors shall cause minutes to be made in books provided for the purpose: |
| |
(a) |
of
all appointments of officers made by the Directors; |
| |
(b) |
of
the names of the Directors or their alternates present at each meeting of the Directors and of any committee of the Directors; |
| |
(c) |
of
all resolutions and proceedings at all meetings of the Company, and of the Directors, and of committees of Directors. |
| 27.5 |
The
Directors on behalf of the Company may pay a gratuity or pension or allowance on retirement to any Director who has held any other
salaried office or place of profit with the Company or to his widow or dependents and make contributions to any fund and pay premiums
for the purchase or provision of any such gratuity, pension or allowance, in accordance with the Compensation Charter. |
| 28 |
Director
or Officer Contracting with Company |
| 28.1 |
So
long as it does not adversely affect such person’s performance of duties or responsibilities to the Company and so long as
it is not in direct competition with the Company and the Company’s business, no Director or officer shall be disqualified by
his office from contracting and/or dealing with the Company as vendor, purchaser or otherwise; nor shall any such contract or any
contract or arrangement entered into by or on behalf of the Company in which any Director or officer shall be in any way interested
be or be liable to be avoided; nor shall any Director or officer so contracting or being so interested be liable to account to the
Company for any profit realised by any such contract or arrangement by reason of such Director or officer holding that office or
the fiduciary relationship thereby established. However, any such transaction that would reasonably be likely to affect a Director’s
status as an “Independent Director”, or that would constitute a “related party transaction” pursuant to the
laws or rules promulgated by the SEC or Designated Stock Exchange shall require the review and approval of the Audit Committee. The
nature of the Director’s interest must be disclosed by him at the meeting of the Directors at which the contract or arrangement
is considered if his interest then exists, or in any other case, at the first meeting of the Directors after the acquisition of his
interest. A Director, having disclosed his interest as aforesaid, shall not be counted in the quorum and shall refrain from voting
as a Director in respect of any contract or arrangement in which he is so interested as aforesaid. |
| 28.2 |
A
general written notice to the Board and the Audit Committee that a Director is a member of a specified firm or company and is to
be regarded as interested in all transactions with that firm or company shall be a sufficient disclosure under the immediately preceding
Article as regards such Director and the said transactions and after such general notice it shall not be necessary for such Director
to give a special notice relating to any particular transaction with that firm or company, so long as the transactions are approved
by the Board. 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. |
| 28.3 |
A
Director may hold any other office or place of profit under the Company (other than the office of Auditor) in conjunction with his
office of Director for such period and on such terms (as to remuneration and otherwise) as the Directors may determine. |
| 29 |
Appointment
and Removal of Directors |
| 29.1 |
Subject
to the Articles and the Companies Act, the Company may by Ordinary Resolution elect any person to be a Director either to fill a
casual vacancy or as an addition to the existing Board but so that the total number of Directors (exclusive of alternate Directors)
shall not at any time exceed the number fixed in accordance with these Articles. Any Director so appointed shall hold office only
until the next following annual general meeting of the Company, at which he shall be eligible for election in accordance with the
provisions in Article 25.2, or until his earlier death, resignation or removal. |
| 29.2 |
The
Directors by the affirmative vote of a simple majority of the remaining Directors present and voting at a board meeting, shall have
the power from time to time and at any time to appoint any person as a Director to fill a casual vacancy on the Board or as an addition
to the existing Board, whether or not that person has previously served on the Board, subject to these Articles, applicable law and
the listing rules of the Designated Stock Exchange. Any Director so appointed shall hold office until the next succeeding annual
general meeting of Members, at which he shall be eligible for election in accordance with the provisions in Article 25.2, or until
his earlier death, resignation or removal. |
| 29.3 |
A
Director may be removed by the Directors or by Ordinary Resolution. In addition at any time and from time to time, the holder or
holders of more than half of the paid-up share capital of the Company (as to Issue Price) having the right to attend and vote at
general meetings of the Company may appoint any person to be a Director and may in like manner remove any Director and may in like
manner appoint another person in his stead. |
| 29.4 |
The
Company may from time to time, by Ordinary Resolution, set, increase or reduce the maximum number of Directors who may constitute
the board of Directors. |
| 29.5 |
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, rules or regulations or the Designated Stock Exchange rules require as determined by the Board. |
| 30 |
Board’s
Power to appoint Directors |
| 30.1 |
Without
prejudice to the Company’s power to appoint a person to be a Director pursuant to these Articles, the Board shall have power
at any time to appoint any person who is willing to act as a Director, either to fill a vacancy or as an addition to the existing
Board, pursuant to Article 29.2. |
| 31 |
Appointment
at Annual General Meeting |
[RESERVED]
| 32.1 |
Directors
shall be removed in accordance with Article 29.3. |
| 33 |
Resignation
of Directors |
| 33.1 |
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. |
| 33.2 |
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. |
| 34 |
Retirement
and Termination of Directors |
| 34.1 |
Notwithstanding
any other provisions in the Articles, the Directors of each class shall retire from office once they have come to terms, provided
that notwithstanding anything herein, the chairman of the Board shall not, whilst holding such office, be subject to retirement or
be taken into account in determining the number of Directors to retire. |
| 34.2 |
A
retiring Director shall be eligible for re-election and shall continue to act as a Director throughout the meeting at which he or
she retires. The Directors to retire shall include (so far as necessary to ascertain the number of directors to retire) any Director
who wishes to retire and not to offer himself for re-election. Any further Directors so to retire shall be those of the other Directors
subject to retirement who have been longest in office since their last re-election or appointment and so that as between persons
who became or were last re-elected Directors on the same day those to retire shall (unless they otherwise agree among themselves)
be determined by lot and, without limitation, the Directors to retire at the first annual general meeting shall be so determined. |
| 34.3 |
No
person other than a Director retiring at the meeting shall, unless recommended by the Directors for election, be eligible for election
as a Director at any general meeting unless a Notice signed by a Member (other than the person to be proposed) duly qualified to
attend and vote at the meeting for which such Notice is given of his or her intention to propose such person for election and also
a Notice signed by the person to be proposed of his or her willingness to be elected shall have been lodged at the head office or
at the Registration Office provided that the minimum length of the period, during which such Notice(s) are given, shall be at least
seven (7) days and that the period for lodgment of such Notice(s) shall commence no earlier than the day after the despatch of the
notice of the general meeting appointed for such election and end no later than seven (7) days prior to the date of such general
meeting. |
| 34.4 |
Without
prejudice to the provisions in these Articles for retirement, a Director’s office shall be terminated forthwith if the Director: |
| |
(a) |
is
prohibited by law from serving as a Director; |
| |
(b) |
becomes
bankrupt or makes any arrangement or composition with his creditors; or |
| |
(c) |
dies
or is found to be or becomes of unsound mind; |
| |
(d) |
resigns
his office by notice in writing to the Company or otherwise pursuant to any agreement between the Company and such Director; |
| |
(e) |
is
removed from office by notice of the holder or holders of more than half of the paid-up share capital of the Company (as to Issue
Price) having the right to attend and vote at general meetings of the Company notwithstanding anything in the Articles or any agreement
between the Company and such Director; |
| |
(f) |
is
requested by all the other Directors (numbering at least two) to resign; or |
| |
(g) |
if
he absents himself (without being represented by proxy or an alternate Director appointed by him) from three consecutive meetings
of the Board without special leave of absence from the Directors, and they pass a resolution that he has by reason of such absence
vacated office. |
| 35 |
Proceedings
of Directors |
| 35.1 |
The
Directors may meet together for the dispatch of business, adjourn and otherwise regulate their meetings as they think fit. The Directors
shall meet at least twice a year or more frequently as may be required. Questions arising at any meeting shall be decided by a majority
of the votes of directors present. In case of an equality of votes, the Chairman shall have a second or casting vote. The Chairman
or any Directors may, and the Secretary on the requisition of a Director shall, at any time summon a meeting of the Directors. Every
Director shall receive notice of a board meeting. Notice of a board meeting is deemed to be duly given to a Director if it is given
to him personally or by word of mouth or by electronic communication to an address given by him to the Company for that purpose or
sent in writing to him at his last known address or other address given by him to the Company for that purpose. A Director or his
alternate may waive the requirement that notice be given to the Director of a meeting of the board of Directors or committee of the
Directors, either prospectively or retrospectively. |
| 35.2 |
The
quorum necessary for the transaction of the business of the Directors shall be two Directors present in person or by this alternate
provided that at least one (1) of whom shall be the Chairman. A Director and his appointed alternate Director being considered only
one person for this purpose, PROVIDED ALWAYS that if there shall at any time be only a sole Director the quorum shall be one. If
within half an hour from the time appointed for a meeting of Directors a quorum is not present the meeting shall be adjourned to
such time and place as the Chairman may determine or failing which, to the same day of the next week at the same time and place.
If no quorum is present at the adjourned meeting the meeting shall be dissolved. One person may represent more than one Director
by alternate and for the purposes of determining whether or not a quorum is present and voting each appointment of an alternate shall
be counted. |
| 35.3 |
The
continuing Directors or sole continuing Director may act notwithstanding any vacancy in their body but, if and so long as their number
is reduced below the number fixed by or pursuant to the Articles as the necessary quorum of Directors, the continuing Directors or
Director may act for the purpose of increasing the number of Directors to that number, or of summoning a general meeting of the Company,
but for no other purpose. |
| 35.4 |
If
no Chairman is appointed, Directors may elect a Chairman of their meetings and determine the period for which he is to hold office;
but if no such Chairman is elected, or if at any meeting the Chairman is not present within five minutes after the time appointed
for holding the same, the Directors present may choose one of their number to be Chairman of the meeting. |
| 35.5 |
If
not otherwise designated by the Board, a committee may elect a Chairman of its meetings; if no such Chairman is elected, or if at
any meeting the Chairman is not present the members present may choose one of their number to be Chairman of the Meeting, in accordance
with the committee’s charter, if any. |
| 35.6 |
A
committee may meet and adjourn as it thinks proper. Questions arising at any meeting shall be determined by a majority of the votes
of the committee members present, and in the case of an equality of votes the Chairman shall have a second or casting vote. |
| 35.7 |
All
acts done by any meeting of the Directors or of a committee of the Directors (including any person acting as an alternate Director)
shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any Director or alternate
Director, and/or that they or any of them were disqualified, and/or had vacated their office and/or were not entitled to vote, be
as valid as if every such person had been duly appointed and/or not disqualified to be a Director or alternate Director and/or had
not vacated their office and/or had been entitled to vote, as the case may be. |
| 35.8 |
A
resolution in writing signed by all the Directors entitled to receive notice of a meeting of Directors (or their respective alternates)
shall be as valid and effective for all purposes as a resolution of Directors duly passed at a meeting of the Directors duly convened,
held and constituted. Any such resolution may consist of several documents, provided that each such document is signed by one or
more Directors. |
| 35.9 |
Any
Director or Directors or any committee thereof may participate in any meeting of the board of Directors or of such committee by means
of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each
other and participation in a meeting pursuant to this provision shall constitute presence in person at such meeting. All business
transacted in this way by the Directors or a committee of Directors is for the purpose of the Articles deemed to be validly and effectively
transacted at a meeting of the Directors or of a committee of Directors although fewer than two Directors or alternate Directors
are physically present at the same place. |
| 35.10 |
If
and for so long as there is a sole Director of the Company: |
| |
(a) |
he
may exercise all powers conferred on the Directors by the Articles by any means permitted by the Articles or the Companies Act; |
| |
(b) |
the
quorum for the transaction of business is one; and |
| |
(c) |
all
other provisions of the Articles apply with any necessary modification (unless the provision expressly provides otherwise). |
| 36.1 |
The
Directors may from time to time appoint one or more of their body to the office of managing director for such period and on such
terms as they think fit and, subject to the terms of any agreement entered into in any particular case, may revoke such appointment.
A Director so appointed shall be subject to the same provisions as regards removal and disqualification as the other Directors and
his appointment shall be automatically determined if he ceases for any cause to be a Director. |
| 36.2 |
A
managing director shall receive such remuneration (whether by way of salary, commission or participation in profits, or partly in
one way and partly in another) as the Directors may determine. |
| 36.3 |
The
Directors may entrust to and confer upon a managing director any powers, authorities and discretions exercisable by them upon such
terms and conditions and with such restrictions as they may think fit, and either collaterally with or to the exclusion of their
own powers and may from time to time revoke, alter, withdraw or vary all or any of such powers. |
A
Director who is present at a meeting of the board of Directors at which action on any Company matter is taken shall be presumed to have
assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent
to such action with the person acting as secretary of the meeting before the adjournment thereof or shall forward such dissent by registered
mail to the Secretary immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted
in favour of such action.
| 38.1 |
The
Directors may from time to time provide for the management of the affairs of the Company in such manner as they think fit and the
provisions contained in the three next following Articles shall be without prejudice to the general powers conferred by this Article. |
| 38.2 |
The
Directors from time to time and at any time may establish any committees, (including without limitation on Audit Committee) boards
or agencies, may appoint any persons to be members of such committees or boards, may appoint any managers or agents, and may fix
their remuneration. Any committee so formed shall in the exercise of powers so delegated conform to any regulations that may be imposed
on it by the Directors. |
| 38.3 |
The
Directors from time to time and at any time may delegate to any such committee, board, manager or agent any of the powers, authorities
and discretions for the time being vested in the Directors and may authorise the members for the time being of any such board, or
any of them, to fill up any vacancy therein, and to act notwithstanding vacancies, and any such appointment or delegation may be
made on such terms and subject to such conditions as the Directors may think fit, and the Directors may at any time remove any person
so appointed, and may annul or vary any such delegation, but no person dealing in good faith and without notice of any such annulment
or variation shall be affected thereby. Where a provision of the Articles refers to the exercise of a power, authority or discretion
by the Directors and that power, authority or discretion has been delegated by the Directors to a committee, the provision shall
be construed as permitting the exercise of the power, authority or discretion by the committee. |
| 38.4 |
The
Directors may from time to time and at any time by power of attorney appoint any company, firm or person or body of persons, whether
nominated directly or indirectly by the Directors, to be the attorney or attorneys of the Company for such purposes and with such
powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under the Articles) and for such
period and subject to such conditions as they may think fit, and any such powers of attorney may contain such provisions for the
protection and convenience of persons dealing with any such attorney as the Directors may think fit and may also authorise any such
attorney to delegate all or any of the powers, authorities and discretions vested in him. |
| 38.5 |
Any
such delegates as aforesaid may be authorised by the Directors to sub-delegate all or any of the powers, authorities and discretions
for the time being vested in them. |
| 39.1 |
Without
prejudice to the freedom of the Directors to establish any other committees, for so long as the shares of the Company (or depository
receipts therefor) are listed or quoted on the Designated Stock Exchange, the Board shall establish and maintain an Audit Committee
as a committee of the Board, the composition and responsibilities of which shall comply with the rules of the Designated Stock Exchange
and the rules and regulations of the SEC. |
| 39.2 |
The
Board shall adopt a formal written audit committee charter and review and assess the adequacy of the formal written charter on an
annual basis. |
| 39.3 |
The
Audit Committee shall meet at least once every financial quarter or more frequently as circumstances dictate. |
| 39.4 |
For
so long as the Shares of the Company (or depository receipts therefor) 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 utilize the Audit Committee
for the review and approval of potential conflicts of interest. Specifically, the Audit Committee shall approve any transaction or
transactions between the Company and any of the following parties: (i) any shareholder owning an interest in the voting power of
the Company or any subsidiary of the Company that gives such shareholder significant influence over the Company or any subsidiary
of the Company, (ii) any Director or executive officer of the Company or any subsidiary of the Company and any relative of such Director
or executive officer, (iii) any person in which a substantial interest in the voting power of the Company is owned, directly or indirectly,
by any person described in (i) or (ii) or over which such a person is able to exercise significant influence, and (iv) any affiliate
(other than a subsidiary) of the Company. |
| 40.1 |
Officers
of the Company may be elected by the Company in general meeting by Ordinary Resolution or appointed by the Directors and may consist
of a president, one or more vice presidents, a Secretary, one or more assistant secretaries, a treasurer, one or more assistant treasurers
and such other officers as the Company in general meeting by Ordinary Resolution or the Directors may from time to time think necessary
and all such officers shall perform such duties as may be prescribed by the Company in general meeting by Ordinary Resolution or
the Directors. They shall hold office until their successors are elected or appointed but any officer may be removed at any time
by the Company in general meeting by Ordinary Resolution or by the Directors. If any office becomes vacant the Company in general
meeting by Ordinary Resolution or the Directors may fill the same. Any person may hold more than one of these offices and no officer
need be a member or Director. |
| 41.1 |
The
Company may, if the Directors so determine, have a Seal. The Directors shall provide for the safe custody of the Seal which shall
only be used with the authority of the Directors or a committee of the Directors authorised in that regard. Every instrument to which
the Seal shall be affixed shall be signed by a Director or other person authorised by the Directors for that purpose. Notwithstanding
the provisions hereof, a Director, Secretary or other officer may affix the Seal to returns, lists, notices, certificates or any
other documents required to be authenticated by him under Seal or to be filed with the Registrar of Companies in the Cayman Islands
or elsewhere under his signature alone. |
| 41.2 |
The
Company may exercise the powers conferred by the Companies Act with regard to having a duplicate seal for use abroad and such powers
shall be vested in the Directors. |
| 42.1 |
Subject
to the Companies Act and these Articles, the Directors may from time to time declare dividends (including interim dividends) and
distributions on issued shares of the Company and authorise payment of the same out of funds of the Company lawfully available therefor. |
| 42.2 |
No
dividend or distribution shall be paid except out of the profits of the Company, realised or unrealised, or out of the share premium
account or as otherwise permitted by the Companies Act. |
| 42.3 |
The
Directors may, before declaring any dividends or distributions, set aside such sums as they think proper as a reserve or reserves
which shall at the discretion of the Directors be applicable for any purpose of the Company and pending such application may, at
the like discretion, be employed in the business of the Company. |
| 42.4 |
Subject
to the rights of persons, if any, entitled to shares with special rights as to dividends or distributions, if dividends or distributions
are to be declared on a class of shares they shall be declared and paid according to the amounts paid or credited as paid on the
shares of such class issued on the record date for such dividend or distribution but no amount paid or credited as paid on a share
in advance of calls shall be treated for the purposes of this Article as paid on the share. If at any time the share capital is divided
into different classes of shares 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. The Directors may
also pay at intervals settled by them any dividend payable at a fixed rate if it appears that there are sufficient funds of the Company
lawfully available for distribution to justify the payment. Provided the Directors act in good faith they shall not incur any liability
to the holders of shares conferring preferred rights for any loss they may suffer by the lawful payment of a dividend on any shares
having deferred or non-preferred rights. |
| 42.5 |
The
Directors may deduct from any dividend or distribution payable to any member all sums of money (if any) presently payable by him
to the Company on account of calls or otherwise. |
| 42.6 |
The
Directors may declare that any dividend or distribution be paid wholly or partly by the distribution of specific assets and in particular
of paid-up shares (as to issue price), debentures or debenture stock of any other company or in any one or more of such ways and
where any difficulty arises in regard to such distribution, the Directors may settle the same as they think expedient and in particular
may issue fractional certificates and fix the value for distribution of such specific assets or any part thereof and may determine
that cash payments shall be made to any members upon the footing of the value so fixed in order to adjust the rights of all members
and may vest any such specific assets in trustees as may seem expedient to the Directors. |
| 42.7 |
Any
dividend, distribution, interest or other monies payable in cash in respect of shares may be paid by cheque or warrant sent through
the post directed to the registered address of the holder, or, in the case of joint holders, to the holder who is first named on
the Register or to such person and to such address as such holder or joint holders may in writing direct. Every such cheque or warrant
shall be made payable to the order of the person to whom it is sent. Any one of two or more joint holders may give effectual receipts
for any dividends, distributions, bonuses or other monies payable in respect of the shares held by them as joint holders. |
| 42.8 |
No
dividend or distribution shall bear interest against the Company, save as otherwise provided. |
| 42.9 |
Except
as otherwise provided by the rights attached to any shares, dividends and other distributions may be paid in any currency. The Directors
may determine the basis of conversion for any currency conversions that may be required and how any costs involved are to be met. |
| 42.10 |
The
Directors may, before resolving to pay any dividend or other distribution, set aside such sums as they think proper as a reserve
or reserves which shall, at the discretion of the Directors, be applicable for any purpose of the Company and pending such application
may, at the discretion of the Directors, be employed in the business of the Company. |
| 42.11 |
Any
dividend or distribution which cannot be paid to a member and/or which remains unclaimed after six months from the date on which
such dividend or distribution becomes payable may, in the discretion of the Directors, be paid into a separate account in the Company’s
name, provided that the Company shall not be constituted as a trustee in respect of that account and the dividend or distribution
shall remain as a debt due to the Member. Any dividend or distribution which remains unclaimed after a period of six years from the
date on which such dividend or distribution becomes payable shall be forfeited and shall revert to the Company. |
| 43 |
Payment
by allotment of Shares |
| 43.1 |
Whenever
the Board has resolved that a dividend be paid or declared on any class of the share capital of the Company, the Board may further
resolve either: |
| |
(a) |
that
such dividend be satisfied wholly or in part in the form of an allotment of shares credited as fully paid up, provided that the members
entitled thereto will be entitled to elect to receive such dividend (or part thereof if the Board so determines) in cash in lieu
of such allotment. In such case, the following provisions shall apply: |
| |
(i) |
the
basis of any such allotment shall be determined by the Board; |
| |
(ii) |
the
Board, after determining the basis of allotment, shall give not less than ten (10) days’ notice in writing to the holders of
the relevant shares of the right of election accorded to them and shall send with such notice forms of election and specify the procedure
to be followed and the place at which and the latest date and time by which duly completed forms of election must be lodged in order
to be effective; |
| |
(iii) |
the
right of election may be exercised in respect of the whole or part of that portion of the dividend in respect of which the right
of election has been accorded; and |
| |
(iv) |
the
dividend (or that part of the dividend to be satisfied by the allotment of shares as aforesaid) shall not be payable in cash on shares
in respect whereof the cash election has not been duly exercised (“the non-elected shares”) and in satisfaction
thereof shares of the relevant class shall be allotted credited as fully paid up to the holders of the non-elected shares on the
basis of allotment determined as aforesaid and for such purpose the Board shall capitalise and apply out of any part of the undivided
profits of the Company (including profits carried and standing to the credit of any reserves or other special account, share premium
account, capital redemption reserve other than the Subscription Rights Reserve) as the Board may determine, such sum as may be required
to pay up in full the appropriate number of shares of the relevant class for allotment and distribution to and amongst the holders
of the non-elected shares on such basis; or |
| |
(b) |
that
the members entitled to such dividend shall be entitled to elect to receive an allotment of shares credited as fully paid up in lieu
of the whole or such part of the dividend as the Board may think fit. In such case, the following provisions shall apply: |
| |
(i) |
the
basis of any such allotment shall be determined by the Board; |
| |
(ii) |
the
Board, after determining the basis of allotment, shall give not less than ten (10) days’ notice in writing to the holders of
the relevant shares of the right of election accorded to them and shall send with such notice forms of election and specify the procedure
to be followed and the place at which and the latest date and time by which duly completed forms of election must be lodged in order
to be effective; |
| |
(iii) |
the
right of election may be exercised in respect of the whole or part of that portion of the dividend in respect of which the right
of election has been accorded; and |
| |
(iv) |
the
dividend (or that part of the dividend in respect of which a right of election has been accorded) shall not be payable in cash on
shares in respect whereof the Share election has been duly exercised (“the elected shares”) and in satisfaction
thereof shares of the relevant class shall be allotted credited as fully paid up to the holders of the elected shares on the basis
of allotment determined as aforesaid and for such purpose the Board shall capitalise and apply out of any part of the undivided profits
of the Company (including profits carried and standing to the credit of any reserves or other special account, share premium account,
capital redemption reserve other than the Subscription Rights Reserve) as the Board may determine, such sum as may be required to
pay up in full the appropriate number of shares of the relevant class for allotment and distribution to and amongst the holders of
the elected shares on such basis. |
| |
(a) |
The
shares allotted pursuant to the provisions this Article 43 shall rank pari passu in all respects with shares of the same class (if
any) then in issue save only as regards participation in the relevant dividend or in any other distributions, bonuses or rights paid,
made, declared or announced prior to or contemporaneously with the payment or declaration of the relevant dividend unless, contemporaneously
with the announcement by the Board of their proposal to apply the provisions of paragraph (a) or (b) of Article 43.1 in relation
to the relevant dividend or contemporaneously with their announcement of the distribution, bonus or rights in question, the Board
shall specify that the shares to be allotted pursuant to the provisions of Article 43.1 shall rank for participation in such distribution,
bonus or rights. |
| |
(b) |
The
Board may do all acts and things considered necessary or expedient to give effect to any capitalisation pursuant to the provisions
of Article 43.1, with full power to the Board to make such provisions as it thinks fit in the case of shares becoming distributable
in fractions (including provisions whereby, in whole or in part, fractional entitlements are aggregated and sold and the net proceeds
distributed to those entitled, or are disregarded or rounded up or down or whereby the benefit of fractional entitlements accrues
to the Company rather than to the members concerned). The Board may authorise any person to enter into on behalf of all members interested,
an agreement with the Company providing for such capitalisation and matters incidental thereto and any agreement made pursuant to
such authority shall be effective and binding on all concerned. |
| 43.3 |
The
Board may resolve in respect of any one particular dividend of the Company that notwithstanding the provisions of this Article 43
a dividend may be satisfied wholly in the form of an allotment of shares credited as fully paid up without offering any right to
shareholders to elect to receive such dividend in cash in lieu of such allotment. |
| 43.4 |
The
Board may on any occasion determine that rights of election and the allotment of shares under this Article 43 shall not be made available
or made to any shareholders with registered addresses in any territory where, in the absence of a registration statement or other
special formalities, the circulation of an offer of such rights of election or the allotment of shares would or might, in the opinion
of the Board, be unlawful or impracticable, and in such event the provisions aforesaid shall be read and construed subject to such
determination. Members affected as a result of the foregoing sentence shall not be or be deemed to be a separate class of members
for any purpose whatsoever. |
| 43.5 |
Any
resolution declaring a dividend on shares of any class may specify that the same shall be payable or distributable to the persons
registered as the holders of such shares at the close of business on a particular date, notwithstanding that it may be a date prior
to that on which the resolution is passed, and thereupon the dividend shall be payable or distributable to them in accordance with
their respective holdings so registered, but without prejudice to the rights inter se in respect of such dividend of transferors
and transferees of any such shares. The provisions of this Article shall mutatis mutandis apply to bonuses, capitalisation issues,
distributions of realised capital profits or offers or grants made by the Company to the members. |
| 44.1 |
The
Directors shall cause proper books of account to be kept with respect to: |
| |
(a) |
all
sums of money received and expended by the Company and the matters in respect of which the receipt and expenditure takes place; |
| |
(b) |
all
sales and purchases of goods by the Company; and |
| |
(c) |
the
assets and liabilities of the Company. |
| 44.2 |
Proper
books shall not be deemed to be kept if there are not kept such books of account as are necessary to give a true and fair view of
the state of the Company’s affairs and to explain its transactions. |
| 44.3 |
The
books of account shall be kept at such place or places as the Directors think fit, and shall always be open to the inspection of
the Directors. The books of accounts shall be retained for five (5) years from the date of their preparation, or such other period
as specified by the Companies Act. |
| 44.4 |
The
Directors shall from time to time determine whether and to what extent and at what times and places and under what conditions or
regulations the accounts and books of the Company or any of them shall be open to the inspection of members not being Directors and
no member (not being a Director) shall have any right of inspecting any account or book or document of the Company except as conferred
by Companies Act or authorised by the Directors or by the Company in general meeting. |
| 44.5 |
The
Directors shall from time to time cause to be prepared and to be laid before the Company in general meeting profit and loss accounts,
balance sheets, group accounts (if any) and such other reports and accounts as may be required by Companies Act. |
| 45.1 |
Subject
to applicable law and the rules of the Designated Stock Exchange, the Directors may appoint an Auditor or Auditors on such terms
as the Directors determine who shall hold office until otherwise resolved. |
| 45.2 |
Every
Auditor shall have the right of access at all times to the books and accounts and vouchers of the Company and shall be entitled to
require from the Directors and officers of the Company such information and explanation as may be necessary for the performance of
the duties of the auditors. |
| 45.3 |
Auditors
shall at any time during their term of office, upon request of the Directors or any general meeting of the members, make a report
on the accounts of the Company in general meeting during their tenure of office. |
The
fiscal year of the Company shall end on the 31st day of December in each year unless the Directors prescribe some other period therefor.
| 47 |
Capitalisation
of Profit and Share Premium |
| 47.1 |
The
Directors or the Company in general meeting, by Ordinary Resolution upon the recommendation of the Directors, may resolve that it
is desirable to capitalise any part of the amount for the time being standing to the credit of any of the Company’s reserve
accounts (including, without limitation, the share premium account and capital redemption reserve fund) or to the credit of the profit
and loss account or otherwise available for distribution, and accordingly that such sum be set free from distribution amongst the
members who would have been entitled thereto if distributed by way of dividend and in the same proportions on condition that the
same be not paid in cash but be applied in or towards paying up any amounts for the time being unpaid on any shares held by such
members respectively or paying up in full unissued shares or debentures of the Company to be allotted and distributed credited as
fully paid-up (as to Issue Price) to and amongst such members in the proportions aforesaid, or partly in the one way and partly in
the other, and the Directors shall give effect to such resolution. Provided that a share premium account and a capital redemption
reserve fund may, for the purpose of this Article, only be applied in the paying up of unissued shares to be issued to members of
the Company as fully paid bonus shares. |
| 47.2 |
Whenever
such a resolution as aforesaid shall have been passed, the Directors shall make all appropriations and applications of the undivided
profits resolved to be capitalised thereby, and all allotments and issues of fully paid shares or debentures, if any, and generally
shall do all acts and things required to give effect thereto, with full power to the Directors to make such provision by the issue
of fractional certificates or by payment in cash or otherwise as they think fit for the class of shares or debentures becoming distributable
in fractions, and also to authorise any person to enter into, on behalf of all the members entitled thereto, an agreement with the
Company providing for the allotment to them respectively, credited as fully paid-up (as to Issue Price), of any further shares or
debentures to which they may be entitled upon such capitalisation, or (as the case may require) for the payment up by the Company
on their behalf, by the application thereto of their respective proportions of the profits resolved to be capitalised of the amounts
or any part of the amounts remaining unpaid on their existing shares, and any agreement made under such authority shall be effective
and binding on all such members. |
| 47.3 |
The
Directors shall in accordance with the Companies Act establish a share premium account and shall carry to the credit of such account
from time to time a sum equal to the amount or value of the premium paid on the issue of any share. There shall be debited to any
share premium account: |
| |
(a) |
on
the redemption or purchase of a share the difference between the nominal value of such share and the redemption or purchase price
provided always that at the discretion of the Directors such sum may be paid out of the profits of the Company or, if permitted by
the Companies Act, out of capital; and |
| |
(b) |
any
other amounts paid out of any share premium account as permitted by the Companies Act. |
| 48.1 |
For
the purpose of determining members entitled to attend meetings, receive payment of any dividend or capitalisation or for any other
purpose, the Directors may provide that the Register may, after compliance with any notice requirement of the Designated Stock Exchange,
be suspended or closed for transfers for a stated period which shall not in any case exceed thirty (30) days in any year as the Board
may determine. In lieu of, or apart from, closing the Register, the Directors may fix in advance or arrears a date as the record
date for any such determination of members provided that the record date for a meeting may not be earlier than the date of notice
of such meeting. |
| 48.2 |
If
the Register is not so closed and no record date is fixed for the determination of members entitled to attend meetings, receive payment
of a distribution or capitalisation, the date on which the notice of the meeting is given or resolution of the Directors declaring
such dividend or capitalisation is adopted, as the case may be, shall be the record date for such determination of members. |
| 48.3 |
A
determination of the members of record entitled to notice of or to vote at a meeting of the members shall apply at any adjournment
of the meeting, provided however, that the Board may fix a new record date for the adjourned meeting. |
| 49.1 |
A
notice may be given by the Company to any member either personally or by sending it by courier, post, cable, telex, telefax or e-mail
to him or to his registered address, or (if he has no registered address) to the address, if any, within or without the Cayman Islands
supplied by him to the Company for the giving of notice to him. A notice may also be served by advertisement in appropriate newspapers
in accordance with the requirements of the Designated Stock Exchange or, to the extent permitted by the applicable laws, by placing
it on the Company’s website and giving to the member a notice stating that the notice and other document(s) are available there
(a “notice of availability”). The notice of availability may be given to the member by any of the means set out
above. |
| 49.2 |
Where
a notice is sent by courier, service of the notice shall be deemed to be effected by delivery of the notice to a courier company,
and shall be deemed to have been received on the third day (not including Saturdays or Sundays or public holidays) following the
day on which the notice was delivered to the courier. Where a notice is sent by post, service of the notice shall be deemed to be
effected by properly addressing, pre-paying and posting a letter containing the notice, and to have been effected in the case of
a notice of a meeting at the expiration of fourteen days after the letter containing the same is posted, and in any other case at
the time at which the letter would be delivered in the ordinary course of post. Any letter sent to an address outside the Cayman
Islands shall be sent by courier or airmail. |
| 49.3 |
Where
a notice is sent by cable, telex, telefax or e-mail, service of the notice shall be deemed to be effected by properly addressing
and sending such notice and to have been effected on the day received or, if such day is not a working day, on the next working day. |
| 49.4 |
A
notice may be given by the Company to the person or persons where the Company has been advised are entitled to a share in consequence
of the death or bankruptcy of a member by sending it through the post in prepaid letter 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, within or without
the Cayman Islands supplied for that purpose by the persons claiming to be so entitled, or (until such an address has been supplied)
by giving the notice in any manner in which the same might have been given if the death or bankruptcy had not occurred. |
| 49.5 |
A
notice shall be sufficiently given by the Company to the joint holders of record of a share by giving the notice to the joint holder
first named on the Register in respect of the share. |
| 49.6 |
Notice
of every general meeting shall be given in any manner hereinbefore authorised to: |
| |
(a) |
every
person shown as a member in the Register subject, in each case, to the immediately preceding Article; and |
| |
(b) |
every
person upon whom the ownership of a share devolves by reason of his being a legal personal representative or a trustee in bankruptcy
of a member where the member but for his death or bankruptcy would be entitled to receive notice of the meeting. |
| 49.7 |
No
other person shall be entitled to receive notices of general meetings. |
| 49.8 |
A
member who is present, either in person or by proxy, at any meeting of the Company or of the holders of any class of shares in the
Company shall be deemed to have received notice of the meeting, and, where requisite, of the purpose for which it was called. |
| 49.9 |
Every
person who becomes entitled to any share shall be bound by any notice in respect of that share which, before his name is entered
in the Register, has been given to the person from whom he derives his title. |
| 49.10 |
Subject
to the rights attached to shares, the Directors may fix any date as the record date for a dividend, allotment or issue. The record
date may be on or at any time before or after a date on which the dividend, allotment or issue is declared, made or paid. |
| 50.1 |
If
the Company is, or is likely to become, unable to pay its debts, the Directors shall have power to present a winding up petition
in the name of the Company and/or to apply for the appointment of provisional liquidators in respect of the Company. |
| 50.2 |
If
the Company shall be wound up, the liquidator may, with the sanction of an Ordinary Resolution of the Company and any other sanction
required by law, divide amongst the members in specie or kind the whole or any part of the assets of the Company (whether they shall
consist of property of the same kind or not) and may, for such purpose, set such value as he deems fair upon any property to be divided
as aforesaid and may determine how such division shall be carried out as between the members or different classes of members. The
liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit of
the members as the liquidator, with the like sanction, shall think fit, but so that no member shall be compelled to accept any shares
or other securities whereon there is any liability. |
| 50.3 |
If
the Company shall be wound up and the assets available for distribution amongst the members as such shall be insufficient to repay
the whole of the paid-up capital, such assets shall be distributed so that, as nearly as may be, the losses shall be borne by the
members in proportion to the capital paid up, or which ought to have been paid up, at the commencement of the winding up on the shares
held by them respectively. And if in a winding up the assets available for distribution amongst the members shall be more than sufficient
to repay the whole of the capital at the commencement of the winding up, the excess shall be distributed amongst the members in proportion
to the capital at the commencement of the winding up paid up on the shares held by them respectively. But this Article is to be without
prejudice to the rights of the holders of shares issued upon special terms and conditions. |
| 51.1 |
Every
Director, Secretary, or other officer of the Company (including alternate directors, proxy directors and former directors and officers),
any trustee for the time being acting in relation to the Company (including any nominee shareholder holding shares in the Company)
and their heirs and personal representatives (each an “Indemnified Person”) shall be entitled to be indemnified
out of the assets of the Company against all actions, proceedings, costs, damages, expenses, claims, losses or liabilities which
they or any of them may sustain or incur by reason of any act done or omitted in or about the execution of the duties of their respective
offices or trusts or otherwise in relation thereto, including any liability incurred by him in defending any proceedings, whether
civil or criminal, in which judgement is given in his favour or in which he is acquitted except to the extent that any of the foregoing
arise through his dishonesty. |
| 51.2 |
No
Indemnified Person shall be liable (a) for any loss, damage or misfortune whatsoever which may happen to or be incurred by the Company
in the execution of the duties, powers, authorities or discretions of his office or in relation thereto, (b) for the acts, receipts,
neglects, defaults or omissions of any other such Director or person or (c) by reason of his having joined in any receipt for money
not received by him personally or (d) for any loss on account of defect of title to any property of the Company or (e) on account
of the insufficiency of any security in or upon which any money of the Company shall be invested or (f) for any loss incurred through
any bank, broker or other agent or (g) for any loss occasioned by any negligence, default, breach of duty, breach of trust, error
of judgement or oversight on his part or (h) for any other loss or damage due to any such cause as aforesaid except to the extent
that any of the foregoing arise through his dishonesty. |
| 51.3 |
The
Company shall advance to each Indemnified Person reasonable attorneys’ fees and other costs and expenses incurred in connection
with the defence of any action, suit, proceeding or investigation involving such Indemnified Person for which indemnity will or could
be sought. In connection with any advance of any expenses hereunder, the Indemnified Person shall execute an undertaking to repay
the advanced amount to the Company if it shall be determined by final judgment or other final adjudication that such Indemnified
Person was not entitled to indemnification pursuant to this Article. If it shall be determined by a final judgment or other final
adjudication that such Indemnified Person was not entitled to indemnification with respect to such judgment, costs or expenses, then
such party shall not be indemnified with respect to such judgment, costs or expenses and any advancement shall be returned to the
Company (without interest) by the Indemnified Person. |
| 51.4 |
The
Directors, on behalf of the Company, may purchase and maintain insurance for the benefit of any Director or other officer of the
Company against any liability which, by virtue of any rule of law, would otherwise attach to such person in respect of any negligence,
default, breach of duty or breach of trust of which such person may be guilty in relation to the Company. |
| 52 |
Registration
by Way of Continuation |
| 52.1 |
The
Company, if registered as an exempted company under the Companies Act, may by Special Resolution resolve to be registered by way
of continuation in a jurisdiction outside the Cayman Islands which permits or does not prohibit the transfer of the Company to such
jurisdiction. |
| 52.2 |
In
furtherance of a resolution passed pursuant to the immediately preceding Article, the Directors shall cause an application to be
made to the Registrar of Companies to de-register the Company in the Cayman Islands or such other jurisdiction in which it is for
the time being incorporated, registered or existing and may cause all further steps as they consider appropriate to be taken to effect
the transfer by way of continuation of the Company. |
| 53.1 |
Without
prejudice to the rights of the Company in this Article 53, the Company may cease sending cheques for dividend entitlements or dividend
warrants by post if such cheques or warrants have been left uncashed on two (2) consecutive occasions. However, the Company may exercise
the power to cease sending cheques for dividend entitlements or dividend warrants after the first occasion on which such a cheque
or warrant is returned undelivered. |
| 53.2 |
The
Company shall have the power to sell, in such manner as the Board thinks fit, any shares of a member who is untraceable, but no such
sale shall be made unless: |
| |
(a) |
all
cheques or warrants in respect of dividends of the shares in question, being not less than three (3) in total number, for any sum
payable in cash to the holder of such shares sent during the relevant period in the manner authorized by these Articles have remained
uncashed; |
| |
(b) |
so
far as it is aware at the end of the relevant period, the Company has not at any time during the relevant period received any indication
of the existence of the member who is the holder of such shares or of a person entitled to such shares by death, bankruptcy or operation
of law; and |
| |
(c) |
the
Company, if so required by the rules governing the listing of the shares on the Designated Stock Exchange, has given notice to, and
caused advertisement in newspapers to be made in accordance with the requirements of the Designated Stock Exchange of its intention
to sell such shares in the manner required by the Designated Stock Exchange, and a period of three (3) months or such shorter period
as may be allowed by the Designated Stock Exchange has elapsed since the date of such advertisement. |
For
the purpose of the foregoing, the “relevant period” means the period commencing twelve (12) years before the date
of publication of the advertisement referred to in paragraph (c) of this Article and ending at the expiry of the period referred to in
that paragraph.
| 53.3 |
To
give effect to any such sale the Board may authorize some person to transfer the said shares and an instrument of transfer signed
or otherwise executed by or on behalf of such person shall be as effective as if it had been executed by the registered holder or
the person entitled by transmission to such shares, and the purchaser shall not be bound to see to the application of the purchase
money nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings relating to the sale. The
net proceeds of the sale will belong to the Company and upon receipt by the Company of such net proceeds. No trust shall be created
in respect of such debt and no interest shall be payable in respect of it and the Company shall not be required to account for any
money earned from the net proceeds which may be employed in the business of the Company or as it thinks fit. Any sale under this
Article 53 shall be valid and effective notwithstanding that the Member holding the Shares sold is dead, bankrupt or otherwise under
any legal disability or incapacity. |
The
Directors and the officers including any secretary or assistant secretary and/or any its service providers (including the registered
office provider for the Company), shall be entitled to disclose to any regulatory or judicial authority, or to any stock exchange on
which the shares may from time to time be listed, any information regarding the affairs of the Company including, without limitation,
any information contained in the Register and books of the Company.
| 55 |
Merger
and Consolidation |
The
Company shall, with the approval of a Special Resolution, have the power to merge or consolidate with one or more constituent companies
(as defined in the Companies Act), upon such terms as the Directors may determine.
41
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