Adlai Nortye Group Ltd 6-K, filed Aug 19, 2026

Adlai Nortye Group Ltd. (ANL)

6-K 2026-08-19 For: 2026-08-19

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Added on August 19, 2026

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Adlai Nortye Group Ltd filed this 6-K on August 19, 2026.

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Exhibit No.		Description
99.1		Constitution of Adlai Nortye Group Ltd. (registered on July 29, 2026)

	Adlai Nortye Group Ltd.

	By:	/s/ Yang Lu
	Name:	Yang Lu
	Title:	Chief Executive Officer and Chairman of Board of Directors

WORDS		MEANINGS

“The Act”	..	The Companies Act 1967 or any modification, amendment or re-enactment thereof for the time being in force and any reference to any provision of the Act is to that provision as so modified or re-enacted or contained in any such subsequent Act.

“ADS”		An American Depositary Share representing Class A Ordinary Shares.

“Affiliate”		In respect of a person, any other person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such person, and (i) in the case of a natural person, shall include, without limitation, such person’s spouse, parents, children, siblings, mother-inlaw, father-in-law, brothers-in-law and sisters-in-law, a trust for the benefit of any of the foregoing, and a corporation, partnership or any other entity wholly or jointly owned by any of the foregoing, and (ii) in the case of an entity, shall include a partnership, a corporation or any other entity or any natural person which directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such entity. The term “control” shall mean the ownership, directly or indirectly, of shares possessing more than fifty per cent (50%) of the voting power of the corporation, partnership or other entity (other than, in the case of a corporation, securities having such power only by reason of the happening of a contingency), or having the power to control the management or elect a majority of members to the board of directors or equivalent decision-making body of such corporation, partnership or other entity.

“Alternate Director”	..	An alternate director appointed pursuant to regulation 114.

“Auditors”	..	The auditors for the time being of the Company.

“Board” and “Board of Directors” and “Directors”		means the directors of the Company for the time being, or as the case may be, the directors assembled as a board or as a committee thereof.

“Chairman”		means the chairman of the Board of Directors.

“Class” or “Classes”		Any class or classes of Shares as may from time to time be issued by the Company.

“Class A Ordinary Share”		An Ordinary Share in the capital of the Company, designated as a Class A Ordinary Shares and having the rights provided for in this Constitution

“Class B Ordinary Share”		An Ordinary Share in the capital of the Company, designated as a Class B Ordinary Shares and having the rights provided for in this Constitution. .

“Commission”		The Securities and Exchange Commission of the United States of America or any other federal agency for the time being administering the Securities Act.

“The Company”	..	The abovenamed Company by whatever name from time to time called.

“Company’s Website		The main corporate/investor relations website of the Company, the address or domain name of which has been disclosed in any registration statement filed by the Company with the Commission in connection with its initial public offering of ADSs, or which has otherwise been notified to Shareholders.

“This Constitution”	..	This Constitution as from time to time altered.

“Designated Stock Exchange”		The stock exchange in the United States on which any Shares and ADSs are listed for trading.

“Designated Stock Exchange Rules”		The relevant code, rules and regulations, as amended, from time to time, applicable as a result of the original and continued listing of any Shares or ADSs on the Designated Stock Exchange.

“Dividend”	..	Includes bonus.

“Founder”		Means Yang Lu (路杨).

“Member” or “Shareholder”	..	A member of the Company (which shall, where the Act requires, exclude the Company where it is registered as a member by virtue of its holding shares as treasury shares).

“Month”	..	Calendar month.

“Ordinary Resolution”		A resolution passed by a simple majority of the votes cast by such Shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy or, in the case of corporations, by their duly authorised representatives, at a general meeting of the Company held in accordance with this Constitution

“Ordinary Shares”		The ordinary shares in the capital of the Company, including Class A Ordinary Shares and Class B Ordinary Shares.

“Office”	..	The Registered Office of the Company for the time being.

“Paid Up”	..	Paid up as to the par value in respect of the issue of any Shares and includes credited as paid up.

“person”		means any natural person, firm, company, joint venture, partnership, corporation, association or other entity (whether or not having a separate legal personality) or any of them as the context so requires.

“Register”	..	The register of Members of the Company.

“Registered address” or “address”	..	In relation to any Member, his physical address for the service or delivery of notices or documents personally or by post, except where otherwise expressly provided in this Constitution.

“Registrar”	..	The Registrar of Companies appointed under the Act and includes any Deputy or Assistant Registrar of Companies.

“Seal”	..	The Common Seal of the Company or in appropriate cases the Official Seal or duplicate Common Seal.

“Secretary”	..	The Secretary or Secretaries appointed under Section 171 of the Act and shall include any person entitled to perform the duties of Secretary temporarily.

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

“shares”	..	Shares in the capital of the Company. All references to “shares” herein shall be deemed to be shares of any or all Classes as the context may require.

“Signed”		Bearing a signature or representation of a signature affixed by mechanical means or an electronic symbol or process attached to or logically associated with an electronic communication and executed or adopted by a person with the intent to sign the electronic communication.

“Singapore”	..	The Republic of Singapore.

“Special Resolution”		A special resolution of the Company passed in accordance with the Act, being a resolution passed by not less than three-fourths of the votes cast by such Shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy or, in the case of corporations, by their duly authorised representatives, at a general meeting of the Company of which notice specifying the intention to propose the resolution as a special resolution has been duly given.

“Statutes”	..	The Act and every other act for the time being in force concerning companies and affecting the Company.

“United States”		means the United States of America, its territories, its possessions and all areas subject to its jurisdiction.

“Writing” and “Written”	..	Includes printing, lithography, photography and any other mode of representing or reproducing words in a visible form, whether in a physical document or in an electronic communication or form or otherwise howsoever.

“Year”	..	Calendar Year.

S$	..	The lawful currency of Singapore

The expressions “current address”, “electronic communication”, “financial statements” and “treasury shares” shall have the meanings ascribed to them respectively in the Act.

Words denoting the singular number only shall include the plural and vice versa.

Words denoting the masculine gender only shall include the feminine gender.

Words denoting persons shall include governments, states, state agencies, bodies corporate, unincorporated associations, partnerships and natural persons.

A reference in this Constitution to “holders” of shares or a class of shares shall, except where otherwise provided, exclude the Company in relation to shares held by it as treasury shares.

A reference in this Constitution to the Directors and to the doing of any act by two or more Directors shall, in the case where the Company has only one Director, be construed as a reference to that Director and the doing of that act by that Director.

Any reference in this Constitution to any enactment is a reference to that enactment as for the time being amended or enacted.

Any reference in this Constitution to a “regulation” shall refer to a provision of this Constitution for the time being in force.

Save as aforesaid, any word or expression used in the Act and the Interpretation Act 1965 shall, if not inconsistent with the subject or context, bear the same meaning in this Constitution.

The headnotes and marginal notes are inserted for convenience only and shall not affect the construction of this Constitution.

A Special Resolution shall be effective for any purposes for which an Ordinary Resolution is expressed to be required under any provision of this Constitution.

NAME

2. The name of the Company is ADLAI NORTYE GROUP LTD.		Name

REGISTERED OFFICE

3. The Registered Office of the Company will be situated in the Republic of Singapore. The Company may in addition establish and maintain such other offices and places of business and agencies in such places as the Directors may from time to time determine.		Office

LIABILITY OF MEMBERS

4. The liability of the Members is limited.		Liability of Members

BUSINESS OR ACTIVITY

5. Subject to the provisions of the Act, any other written law and this Constitution, the Company has:		Business or activity

PUBLIC COMPANY

6. The Company is a public company.		Public Company

SHARES

7. (1) Subject to the provisions of the Act and this Constitution, the Company may:		Redemption, Purchase and Surrender of Shares

8. (1) The Company may, subject to and in accordance with the Act, purchase or otherwise acquire its issued shares on such terms and in such manner as the Company may from time to time think fit. Ordinary shares that are purchased or acquired by the Company shall, unless held in treasury in accordance with the Act, be deemed to be cancelled immediately on purchase or acquisition. Preference shares that are purchased or acquired by the Company shall be deemed to be cancelled immediately on purchase or acquisition. On the cancellation of a share as aforesaid, the rights and privileges attached to that share shall expire.		Company may acquire its own issued shares.

(2) The purchase or acquisition of any share shall not oblige the Company to acquire any other share other than as may be required pursuant to applicable law and any other contractual obligations of the Company.

(3) The holder of the shares being purchased or acquired shall be bound to deliver up to the Company the certificate(s) (if any) thereof for cancellation and thereupon the Company shall pay to him the consideration in respect thereof.

(2) Notwithstanding anything in this Constitution, a treasury share shall be subject to such rights and restrictions as may be prescribed in the Act and may be dealt with by the Company in such manner as may be permitted by, and in accordance with, the Act. The Directors may, prior to the purchase, redemption or surrender of any Share, determine that such share shall be held as a treasury share. The Directors may determine to cancel a treasury share or transfer a treasury share on such terms as they think proper (including, without limitation, for nil consideration). In the event that the Directors do not specify that the relevant Shares are to be held as treasury shares, such shares shall be cancelled.		Treasury shares

(3) No dividend may be declared or paid, and no other distribution (whether in cash or otherwise) of the Company’s assets (including any distribution of assets to Shareholders on a winding up) may be declared or paid in respect of a treasury share. The Company shall be entered in the Register as the holder of the treasury shares provided that:

(4) Treasury shares may be disposed of by the Company on such terms and conditions as determined by the Directors.

(5) The Directors may refuse to accept any application for shares, and may accept any application in whole or in part, for any reason or for no reason.

12. The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall, unless otherwise expressly provided by the terms of issue of the shares of that class or by this Constitution as are in force at the time of such issue, be deemed to be varied by the creation or issue of further shares ranking equally therewith.		Creation or issue of further shares with special rights.

13. The Company may insofar as may be permitted by law, pay a commission to any person in consideration of his subscribing or agreeing to subscribe whether absolutely or conditionally for any shares. Such commissions may be satisfied by the payment of cash or the lodgement of fully or partly paid-up shares or partly in one way and partly in the other. The Company may also pay such brokerage as may be lawful on any issue of shares. The Company may use its share capital to pay any expenses (including brokerage or commission) incurred in any issue of shares in accordance with the provisions of the Act.		Power to pay commission and brokerage.

14. If any shares of the Company are issued for the purpose of raising money to defray the expenses of the construction of any works or the provisions of any plant which cannot be made profitable for a long period, the Company may, subject to the conditions and restrictions mentioned in the Act pay interest on so much of the share capital as is for the time being paid up and may charge the same to capital as part of the cost of the construction or provision.		Power to charge interest on capital.

15. Except as required by law, no person shall be recognised by the Company as holding any share upon any trust and except as required by law or this Constitution, the Company shall not be bound by or compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any share or unit of a share or any other rights in respect of any share or unit of a share, except an absolute right to the entirety thereof in the registered holder.		Exclusion of equities.

	(a)	the Company shall not be bound to register more than three persons as the holders of any share, except in the case of executors or trustees of a deceased shareholder;

	(b)	the joint holders of a share shall be liable severally as well as jointly in respect of all payments which ought to be made in respect of such share;

	(c)	on the death of any one of such joint holders the survivor or survivors shall be the only person or persons recognised by the Company as having title to such share but the Directors may require such evidence of death as they may deem fit;

	(d)	any one of such joint holders may give effectual receipts for any dividend payable to such joint holders; and

	(e)	only the person whose name stands first in the Register as one of the joint holders of any share shall be entitled to delivery of the certificate relating to such share or to receive notices from the Company and any notice given to such person shall be deemed notice to all the joint holders.

17. No person shall be recognised by the Company as having title to a fractional part of a share or otherwise than as the sole or a joint holder of the entirety of such share.		Fractional part of a share.

18. If by the conditions of allotment of any shares the whole or any part of the amount of the issue price thereof shall be payable by instalments every such instalment shall, when due, be paid to the Company by the person who for the time being shall be the registered holder of the share or his personal representatives, but this provision shall not affect the liability of any allottee who may have agreed to pay the same.		Payment of instalments.

19. The certificate of title to shares in the capital of the Company shall be issued under the Seal in such form as the Directors shall from time to time prescribe or executed as a deed in accordance with the provisions of the Act, and shall, unless otherwise resolved by the Directors, bear the autographic or facsimile signatures of at least one Director and the Secretary or a second Director or some other person appointed by the Directors.		Share Certificates.

20. Every person whose name is entered as a Member in the Register shall be entitled within 60 days after allotment or within 30 days after the lodgement of any transfer to one certificate for all his shares of any one class or to several certificates in reasonable denominations each for a part of the shares so allotted or transferred. Where a Member transfers part only of the shares comprised in a certificate or where a Member requires the Company to cancel any certificate or certificates and issue new certificates for the purpose of subdividing his holding in a different manner the old certificate or certificates shall be cancelled and a new certificate or certificates for the balance of such shares issued in lieu thereof and the Member shall pay a fee not exceeding $2/- for each such new certificate as the Directors may determine. All certificates shall specify the share or shares held by that person, 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. All certificates for shares shall be delivered personally or sent through the post addressed to the Member entitled thereto at such Member’s address notified by such Member to the Company prior to such delivery, or if absent of such notification, at the Member’s registered address as appearing in the Register. Every share certificate of the Company shall bear legends required under the applicable laws, including the Securities Act.		Entitlement to certificates.

21. If any certificate or other document of title to shares or debentures be worn out or defaced, then upon production thereof to the Directors, they may order the same to be cancelled and may issue a new certificate in lieu thereof. For every certificate so issued there shall be paid to the Company a fee not exceeding $2/- as the Directors may determine. Subject to the provisions of the Act and the requirements of the Directors thereunder, if any certificate or document be lost or destroyed or stolen, then upon proof thereof to the satisfaction of the Directors and on such indemnity as the Directors deem adequate being given, and on the payment of a fee not exceeding $2/- as the Directors may determine, a new certificate or document in lieu thereof shall be given to the person entitled to such lost or destroyed or stolen certificate or document.		New certificates may be issued.

22. In the event that shares are held jointly by several person s, any request may be made by any one of the joint holders and if so made shall be binding on all of the joint holders.

CLASS A ORDINARY SHARES AND CLASS B ORDINARY SHARES

23. Holders of Class A Ordinary Shares and Class B Ordinary Shares shall at all times vote together as one class on all resolutions submitted to a vote by the Members. Each Class A Ordinary Share shall entitle the holder thereof to one (1) vote on all matters subject to vote at general meetings of the Company, and each Class B Ordinary Share shall entitle the holder thereof to fifteen (15) votes on all matters subject to vote at general meetings of the Company.


24. Subject to applicable laws, each Class B Ordinary Share is convertible into one (1) Class A Ordinary Share at any time at the option of the holder thereof. The right to convert shall be exercisable by the holder of the Class B Ordinary Share in accordance with applicable laws and delivering a written notice to the Company that such holder elects to convert a specified number of Class B Ordinary Shares into Class A Ordinary Shares. In no event shall Class A Ordinary Shares be convertible into Class B Ordinary Shares.

25. Any conversion of Class B Ordinary Shares into Class A Ordinary Shares pursuant to this Constitution shall be effected by means of the re-designation of each relevant Class B Ordinary Share as a Class A Ordinary Share. Such conversion shall become effective (i) in the case of any conversion effected pursuant to regulation 24, forthwith upon the receipt by the Company of the written notice delivered to the Company as described in regulation 24 (or at such later date as may be specified in such notice), or (ii) in the case of any automatic conversion effected pursuant to regulation 26, forthwith upon occurrence of the event specified in regulation 26 which triggers such automatic conversion, and the Company shall make entries in the Register to record the re-designation of the relevant Class B Ordinary Shares as Class A Ordinary Shares at the relevant time.

26. Upon any sale, transfer, assignment or disposition of any Class B Ordinary Share by a Shareholder, or any Affiliate of the Founder to any person who is not the Founder, or an Affiliate of the Founder, or upon a change of ultimate beneficial ownership of any Class B Ordinary Share to any person who is not the Founder, or an Affiliate of the Founder, such Class B Ordinary Share shall be automatically and immediately converted into one Class A Ordinary Share. For the avoidance of doubt, (i) a sale, transfer, assignment or disposition shall be effective upon the Company’s registration of such sale, transfer, assignment or disposition in its Register; and (ii) the creation of any pledge, charge, encumbrance or other third party right of whatever description on any Class B Ordinary Shares to secure a holder’s contractual or legal obligations shall not be deemed as a sale, transfer, assignment or disposition unless and until any such pledge, charge, encumbrance or other third party right is enforced and results in the third party holding legal title to the relevant Class B Ordinary Shares, in which case all the related Class B Ordinary Shares shall be automatically converted into the same number of Class A Ordinary Shares. For the purpose of this regulation 26, beneficial ownership shall have the meaning set forth in Rule 13d-3 under the United States Securities Exchange Act of 1934, as amended.

27. Save and except for voting rights and conversion rights as set out in regulations 23 to 26 (inclusive), the Class A Ordinary Shares and the Class B Ordinary Shares shall rank pari passu with one another and shall have the same rights, preferences, privileges and restrictions.

RESTRICTION ON TRANSFER OF SHARES

28. Subject to the restrictions of this Constitution, any Member may transfer all or any of his shares, but every transfer must be in writing and in the usual common form, or in any other form which the Directors may approve. The instrument of transfer of a share shall be signed both by the transferor and by the transferee, and by the witness or witnesses thereto and 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. Shares of different classes shall not be comprised in the same instrument of transfer.		Form of Transfer.

29. (1) To enable the Company to lodge a notice of transfer of shares with the Registrar under Section 128(1)(a) of the Act, the following items in relation to the transfer of shares must be delivered by the transferor to the Office of the Company:		Documents to be delivered by the transferor to the Company.

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

	(b)	a fee of such maximum sum as the Designated Stock Exchange may determine to be payable, or such lesser sum as the Board of Directors may from time to time require;

	(c)	the certificate of the shares to which the instrument of transfer relates; and

	(d)	any other evidence as the Directors may reasonably require, to show the right of the transferor to make the transfer.

(2) Upon receipt of the items referred to in paragraph (1), the Company must, subject to regulation 31, lodge with the Registrar a notice of transfer of shares in accordance with Section 128 of the Act and retain the instrument of transfer referred to in regulation 28. All instruments of transfer which shall be registered shall be retained by the Company, but any instrument of transfer which the Directors may refuse to register shall (except in any case of fraud) be returned to the party presenting the same.		Retention of Transfers.

30. No share shall in any circumstances be transferred to any infant or bankrupt or person who is mentally disordered and incapable of managing himself or his affairs.		Infant, bankrupt or mentally disordered.

31. The Directors may, in their absolute discretion, decline to lodge a notice of transfer of shares with the Registrar if:

	(a)	the shares are not fully paid shares;

	(b)	the Directors do not approve of the transferee; or

	(c)	the Company has a lien on the shares,

but shall in such event, within 30 days after the date on which the transfer was lodged with the Company send to the transferor and transferee notice of the refusal.			Directors’ power to decline to lodge a notice of transfer.

32. The registration of transfers may, on ten calendar days’ notice being given by advertisement in such one or more newspapers, by electronic means or by any other means in accordance with the Designated Stock Exchange Rules, be suspended and the Register closed at such times and for such periods as the Directors may, in their absolute discretion, from time to time determine, provided always that such registration of transfer shall not be suspended nor the Register closed for more than thirty calendar days in any calendar year.		Suspension of lodgement of notice of transfer.

33. Nothing in this Constitution shall preclude the Directors from recognising a renunciation of the allotment of any share by the allottee in favour of some other person.		Renunciation of allotment.

TRANSMISSION OF SHARES

34. In case of the death of a Member whose name is registered in the Register, the survivor or survivors, where the deceased was a joint holder, and the executors or administrators of the deceased, where he was a sole or only surviving holder, shall be the only persons recognised by the Company as having any title to his interest in the shares, but nothing herein shall release the estate of a deceased Member (whether sole or joint) from any liability in respect of any share held by him.		Transmission on death.

35. (1) Any person becoming entitled to a share in consequence of the death or bankruptcy of any Member may, upon producing such evidence of title as the Directors shall require, be registered as holder of the share in the Register upon giving to the Company notice in writing of such his desire or nominate another person to be registered as the transferee of the share in the Register.		Persons becoming entitled on death or bankruptcy of Member may be registered.

(2) Notwithstanding paragraph (1), the Directors shall have the same right to decline or suspend the lodging of a notice of transfer of shares with the Registrar for the purpose of updating the Register under regulations 31 and 32 as they would have had in the case of a transfer of the share by the Member referred to in paragraph (1) before the death or bankruptcy of the Member.

36. If the person so becoming entitled shall elect to be registered himself, he shall deliver or send to the Company a notice in writing signed by him stating that he so elects. If he shall elect to nominate another person to be registered as the transferee of the share in the Register, he shall execute a transfer to that other person a transfer of the share. All the limitations, restrictions and provisions of this Constitution relating to the right to transfer and the lodging of a notice of transfer by the Company in relation to any transfer of shares shall be applicable to any such notice or transfer as aforesaid as if the death or bankruptcy of the Member had not occurred and the notice or transfer were a transfer executed by such Member.

37. Save as otherwise provided by or in accordance with this Constitution, a person entitled to a share by transmission (upon supplying to the Company such evidence as the Directors may reasonably require to show his title to the share), as a consequence of the death or bankruptcy of any Member, shall have the right to receive and give a discharge for any dividends or other moneys payable in respect of the share, but he shall have no right to receive notice of or to attend or vote at meetings of the Company, or (save as aforesaid) to any of the rights or privileges of a Member in respect of the share, unless and until he shall be registered as the holder thereof. 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 sixty (60) days the Directors may thereafter withhold payment of all dividends or other moneys payable in respect of the share until the requirements of the notice have been complied with.		Rights of unregistered executors and trustees.

38. There shall be paid to the Company in respect of the registration of any probate, letters of administration, certificate of marriage or death, power of attorney or other document relating to or affecting the title to any shares, such fee not exceeding $2/- as the Directors may from time to time require or prescribe.		Fee for registration of probate etc.

CALLS ON SHARES

39. Subject to the terms of the allotment, the Directors may from time to time make calls upon the Members in respect of any moneys unpaid on their shares, other than in accordance with the conditions of the allotment of the shares, if both of the following conditions are met:		Calls on shares.

	(a)	no call is payable at less than one month after the date fixed for the payment of the last preceding call; and

	(b)	at least fourteen days’ notice specifying the time or times and place of payment is given by the Company to the Members. A call may be revoked or postponed as the Directors may determine.

40. 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 in the notice referred to in regulation 39 the amount called on his shares. The joint holders of a share shall be jointly and severally liable to pay calls in respect thereof.		Member to pay to the Company

41. A call is treated as having 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.		Time when made.

42. 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 due from the day appointed for payment thereof to the time of actual payment at such rate not exceeding ten per cent per annum as the Directors determine, but the Directors may waive payment of such interest wholly or in part.		Interest on calls.

43. Any sum which, by the terms of issue of a share, becomes payable on allotment or at any fixed date, shall for all purposes of this Constitution 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 this Constitution 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.		Sum due on allotment.

44. No Member shall be entitled to receive any dividend or to be present or vote at any meeting or upon a poll, or to exercise any privilege as a Member until he shall have paid all calls for the time being due and payable on every share held by him, whether alone or jointly with any other person, together with interest and expenses (if any).		Rights of Member suspended until calls are duly paid.

45. The Directors may, on the issue of shares, differentiate between the holders as to the amount of calls to be paid and the times of payments.		Power to differentiate.

46. The Directors may, if they think fit, receive in advance from any Member (if the Member is willing) all or any part of the moneys uncalled and unpaid upon any shares held by him and such payments in advance of calls shall extinguish, so far as the same shall extend, the liability upon the shares in respect of which it is made, and upon the moneys so received or so much thereof as from time to time exceeds the amount of the calls then made upon the shares concerned the Company may pay interest at such rate not exceeding ten per cent per annum as may be agreed upon between the Directors and the Member paying such sum. Capital paid on shares in advance of calls shall not, whilst carrying interest, confer a right to participate in profits.		Payment in advance of calls.

FORFEITURE AND LIEN

47. If any Member fails to pay in full any call or instalment of a call on the day appointed for payment thereof, the Directors may, as long as any part of the call or instalment remains unpaid, serve a notice on such Member requiring payment of so much of the call or instalment as is unpaid together with any interest which may have accrued thereon and any expenses incurred by the Company by reason of such non-payment.		Notice requiring payment of calls.

48. The notice must name a day (not earlier than fourteen (14) days after the date of service of the notice) on or before which the payment required by the notice is to be made, and state that in the event of non-payment at or before the time appointed, the shares in respect of which the call was made are liable to be forfeited.		Notice to state time and place.

49. If the requirements of any such notice as aforesaid are not complied with, any share in respect of which such notice was given may, at any time thereafter but before the payment required by the notice has been made, be forfeited by a resolution of the Directors passed for the purpose of forfeiting the share. Such forfeiture shall include all dividends declared in respect of the forfeited share and not paid before the forfeiture. The Directors may accept a surrender of any share liable to be forfeited hereunder.		Forfeiture on non-compliance with notice.

50. The forfeiture or surrender of a share shall involve the extinction at the time of forfeiture or surrender of all interest in and all claims and demands against the Company in respect of the share, and all other rights and liabilities incidental to the share as between the Member whose share is forfeited or surrendered and the Company, except only such of those rights and liabilities as are by this Constitution expressly saved, or as are by the Act given or imposed in the case of past Members		Extinction of forfeited share.

51. Notwithstanding any such forfeiture, the Directors may, at any time before the forfeited share has been otherwise disposed of, annul the forfeiture, upon the terms of payment of all calls and interest due thereon and all expenses incurred in respect of the share and upon such further terms (if any) as they shall see fit.		Directors may allow forfeited share to be redeemed.

52. A share so forfeited or surrendered shall become the property of the Company and may be sold, re-allotted or otherwise disposed of either to the person who was before such forfeiture or surrender the holder thereof or entitled thereto, or to any other person, upon such terms and in such manner as the Directors shall think fit, and at any time before a sale, re-allotment or disposition the forfeiture or surrender may be cancelled on such terms as the Directors think fit. To give effect to any such sale, the Directors may, if necessary, authorise some person to transfer a forfeited or surrendered share to any such person as aforesaid.		Sale of shares forfeited.

53. The Company may receive the consideration, if any, given for the share on any sale or disposition pursuant to regulation 52 and may execute a transfer of such share in favour of the person to whom the share is sold or disposed 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.		Company may receive consideration of sale.

54. A person whose shares have been forfeited or surrendered shall cease to be a Member in respect of the shares, but shall notwithstanding the forfeiture or surrender remain liable to pay to the Company all moneys which at the date of forfeiture or surrender were payable by him to the Company in respect of the shares with interest thereon at ten per cent per annum (or such lower rate as the Directors may approve) from the date of forfeiture or surrender until payment, but such liability shall cease if and when the Company receives payment in full of all such money in respect of the shares and the Directors may waive payment of such interest either wholly or in part.		Rights and liabilities of Members whose shares have been forfeited or surrendered.

55. Notice of any forfeiture shall forthwith be given to the holder of the share forfeited or to the person entitled by transmission to the share forfeited as the case may be. An entry of the forfeiture with the date thereof and the fact of the notice given shall be made in the Register opposite the share. The provisions of this regulation 55 are directory only, and no forfeiture shall be in any manner invalidated by any omission to give such notice or to make such entry as aforesaid.		Notice of forfeiture.

56. The provisions of these regulations as to forfeiture shall apply in the case of non-payment of any sum which by the terms of issue of a share becomes due and payable, whether on account of the amount of the share, or by way of premium, as if the same had been payable by virtue of a call duly made and notified.		Non-payment and forfeiture

57. (1) The Company has a first and paramount lien on:		Company’s lien.

	(a)	every share (that is not a fully paid share) for all moneys (whether presently payable or not) called or payable at a fixed time in respect of that share; and

	(b)	all shares (other than fully paid shares) registered in the name of a person (whether he is the sole registered holder of a share or one of two or more joint holders) for all moneys presently payable by the person or the person’s estate to the Company.

(2) Such lien extends to all dividends declared or payable on the share for all calls and instalments due on any such share and interest and expenses thereon, but such lien shall only be upon the specific shares in respect of which such calls or instalments are due and unpaid and on all dividends from time to time declared in respect of the shares.

(3) The Directors may resolve that any share shall for some specified period be wholly or partly exempt from the provisions of paragraph (1) or (2), or both.

58. The Company may sell, in any manner as the Directors think fit, any share on which the Company has a lien, but no sale shall be made unless:		Sale of shares subject to lien.

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

	(b)	a notice in writing, stating and demanding payment of the amount in respect of which the lien exists as is presently payable, has been given by the Company to the registered holder for the time being of the share, or the person entitled to the share by reason of the death or bankruptcy of the registered holder of the share; and

	(c)	a period of fourteen days has expired after the giving of the notice in paragraph (b).