8-K - DTSQ - Equibles

United

States

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

Form

8-K

Current

Report

Pursuant

to Section 13 or 15(d) of the

Securities

Exchange Act of 1934

October22, 2025

Date

of Report (Date of earliest event reported)

DTCloud Star Acquisition Corporation

(Exact Name of Registrant as Specified in its Charter)

Cayman Islands	001-42167	n/a00-0000000
(State<br> or other jurisdiction<br><br> <br>of<br> incorporation)	(Commission<br><br> <br>File<br> Number)	(I.R.S.<br> Employer<br><br> <br>Identification<br> No.)
Office 51, 10 Fl, 31 Hudson Yards<br><br> <br>New York, NY	10001
---	---
(Address<br> of Principal Executive Offices)	(Zip<br> Code)

Registrant’s telephone number, including area code: (718) 865-2000

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written<br> communications pursuant to Rule 425 under the Securities Act
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act
☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act
☐	Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units,<br> each consisting of one Ordinary Share, $0.0001 par value per share, and one Right	DTSQU	The<br> Nasdaq Stock Market LLC
Ordinary<br> Shares	DTSQ	The<br> Nasdaq Stock Market LLC
Rights,<br> each entitling the holder to receive one-ninth (1/9) of one Ordinary Share	DTSQR	The<br> Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item1.01. Entry Into a Material Definitive Agreement

Amendmentto the Investment Management Trust Agreement

As approved by its shareholders at the annual meeting of shareholders held on October 22, 2025 (the “Annual Meeting”), DT Cloud Star Acquisition Corporation (“DT Cloud Star”) entered into an amendment to the Investment Management Trust Agreement, with Wilmington Trust National Association, a national banking association, as trustee (the “Trust Amendment”) dated as of October 22, 2025. Pursuant to the Trust Amendment, DT Cloud Star has the right to extend the time for DT Cloud Star to complete its business combination (the “Business Combination Period”) under the Trust Agreement for a period of nine months from October 26, 2025 to October 26, 2026, by depositing into the Trust Account $75,000 for all remaining public shares (the “Extension Payment”) for each one-month extension. The foregoing description of the Trust Amendment is qualified in its entirety by reference to the full text of the Trust Amendment, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1, and is incorporated herein by reference.

PromissoryNote

On October 23, 2025, the Company issued an unsecured promissory note in the aggregate principal amount of $75,000 (the “Note”) to DT Cloud Star Management Limited, the Company’s initial public offering sponsor (“Sponsor”) in exchange for Sponsor depositing such amount into the Company’s trust account in order to extend the amount of time it has available to complete a business combination. The Note does not bear interest and matures upon the closing of a business combination by the Company. In addition, the Note may be converted by the holder into units of the Company identical to the units issued in the Company’s initial public offering at a price of $10.00 per unit.

Item5.03. Amendments to Articles of Incorporation or Bylaws.

The

third amended and restated memorandum and articles of association (the “M&AA”) was approved by the shareholders

of the Company at the Annual Meeting on October 22, 2025.

The foregoing description of DT Cloud Star’s M&AA is qualified in its entirety by reference to the full text of DT Cloud Star’s M&AA, a copy of which is filed with this Current Report on Form 8-K as Exhibit 3.1, and is incorporated herein by reference.

Item5.07. Submission of Matters to a Vote of Security Holders.

On October 22, 2025, DT Cloud Star held the previously adjourned Annual Meeting. On September 15, 2025, the record date for the Annual Meeting, there were 8,900,900 ordinary shares of DT Cloud Star entitled to vote at the Annual Meeting, of which 8,025,887, or approximately 90.17% of the total outstanding ordinary shares of DT Cloud Star, were represented in person or by proxy; therefore, a quorum was present.

1.Election of Directors

At the Annual Meeting, all of the following five nominees were elected to DT Cloud Star’s Board of Directors, in accordance with the voting results listed below, to serve until the next Annual Meeting and until their successors have been duly elected and have qualified.

Nominee
Sam Zheng Sun	7,057,671	968,216
Kenneth Lam	7,057,671	968,216
Shaoke Li	7,057,671	968,216
Longjiao Li	7,057,671	968,216
Chi Zhang	7,057,671	968,216

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2.Auditor Appointment

At the Annual Meeting, the shareholders voted to ratify the appointment of ELITE CPA P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.

FOR	AGAINST		ABSTAIN
6,670,139		1,354,047		1,701

3.Trust Amendment

Shareholders approved the proposal to amend DT Cloud Star’s Investment Management Trust Agreement by and between DT Cloud Star and Wilmington Trust National Association, as trustee, dated as of July 24, 2024, giving DT Cloud Star the right to extend the Business Combination Period from October 26, 2025 to October 26, 2026 by depositing $75,000 for each one month extended. Adoption of the Trust Amendment required approval by the affirmative vote of at least 65% of the outstanding shares. The voting results were as follows:

FOR	AGAINST		ABSTAIN
5,917,850		2,106,336		1,701

4.Charter Amendment

Shareholders approved the proposal to amend DT Cloud Star’s second amended and restated memorandum and articles of association, to extend the date by which the Company must consummate a business combination to October 26, 2026, by adopting the third amended and restated memorandum and articles of association.

Adoption of the Trust Amendment required approval by the affirmative vote of the holders of at least two-thirds of the Company’s ordinary shares issued and outstanding and entitled to vote and which are present (in person or by proxy). The voting results were as follows:

FOR	AGAINST		ABSTAIN
5,917,850		2,106,336		1,701

Item8.01. Other Events.

In connection with the shareholders’ vote at the Annual Meeting, 5,297,491 shares were tendered for redemption.

DT Cloud Star has deposited the initial payment of $75,000 in the Trust Account, to initially extend the date by which the Company can complete an initial business combination by one month to November 26, 2025.

Item9.01. Financial Statements and Exhibits

Exhibit No.	Description
3.1	Third Amended and Restated Memorandum and Articles of Association of DT Cloud Star
10.1	Amendment to the Investment Management Trust Agreement between DT Cloud Star and Wilmington Trust National Association dated October 22, 2025
10.2	Promissory Note dated October 22, 2025
104	Cover<br> Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: October 24, 2025

DT<br> CLOUD STAR ACQUISITION CORPORATION
By:	/s/ Sam Zheng Sun
Name:	Sam<br> Zheng Sun
Title:	Chief<br> Executive Officer

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Exhibit 3.1

CompaniesAct (revised)

CompanyLimited by Shares

THIRDAMENDED AND RESTATED

MEMORANDUMAND ARTICLES OF ASSOCIATION

DTCLOUD STAR ACQUISITION CORPORATION

Adoptedby special resolution PASSED ON 22 OCTOBER 2025

CompaniesAct (Revised)

CompanyLimited by Shares

ThirdAmended and Restated

Memorandumof Association

DTCloud Star Acquisition Corporation

Adoptedby special resolution passed on 22 OCTOBER 2025

1	The<br> name of the Company is DT Cloud Star Acquisition Corporation.
2	The<br> Company’s registered office will be situated at the office of Ogier Global (Cayman)<br> Limited, 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands, or at such other<br> place in the Cayman Islands as the directors may at any time decide.
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3	The<br> Company’s objects are unrestricted. As provided by section 7(4) of the Companies Act<br> (Revised), the Company has full power and authority to carry out any object not prohibited<br> by any law of the Cayman Islands.
---	---
4	The<br> Company has unrestricted corporate capacity. Without limitation to the foregoing, as provided<br> by section 27 (2) of the Companies Act (Revised), the Company has and is capable of exercising<br> all the functions of a natural person of full capacity irrespective of any question of corporate<br> benefit.
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5	Nothing<br> in any of the preceding paragraphs permits the Company to carry on any of the following businesses<br> without being duly licensed, namely:
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(a)	the<br> business of a bank or trust company without being licensed in that behalf under the Banks<br> and Trust Companies Act (Revised); or
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(b)	insurance<br> business from within the Cayman Islands or the business of an insurance manager, agent, sub-agent<br> or broker without being licensed in that behalf under the Insurance Act (Revised);or
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(c)	the<br> business of company management without being licensed in that behalf under the Companies<br> Management Act (Revised).
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6	The<br> Company will not trade in the Cayman Islands with any person, firm or corporation except<br> in furtherance of its business carried on outside the Cayman Islands. Despite this, the Company<br> may effect and conclude contracts in the Cayman Islands and exercise in the Cayman Islands<br> any of its powers necessary for the carrying on of its business outside the Cayman Islands.
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7	The<br> Company is a company limited by shares and accordingly the liability of each member is limited<br> to the amount (if any) unpaid on that member’s shares.
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8	The<br> authorized share capital of the Company is US$50,000 divided into 500,000,000 ordinary shares<br> of par value US$0.0001 each. Subject to the Companies Act (Revised) and the Company’s<br> articles of association, the Company has power to do any one or more of the following:
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(a)	to<br> redeem or repurchase any of its shares;
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(b)	to<br> increase or reduce its capital;
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(c)	to<br> issue any part of its capital (whether original, redeemed, increased or reduced):
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(i)	with<br> or without any preferential, deferred, qualified or special rights, privileges or conditions;<br> or
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(ii)	subject<br> to any limitations or restrictions
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and unless the condition of issue expressly declares otherwise, every issue of shares (whether declared to be ordinary, preference or otherwise) is subject to this power; and

(d)	to alter any of those rights,<br> privileges, conditions, limitations or restrictions.
9	The<br> Company has power to register by way of continuation as a body corporate limited by shares<br> under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the<br> Cayman Islands.
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CompaniesAct (revised)

CompanyLimited by ShareS

THIRDAmended and Restated

articlesof Association

DTCLOUD STAR ACQUISITION CORPORATION

Adoptedby special resolution PASSED on 22 OCTOBER2025

CONTENTS
1.	Definitions, interpretation and exclusion of Table A	1
	Definitions	1
	Interpretation	4
	Exclusion of Table A Articles	5
2.	Commencement of Business	5
3.	Shares	6
	Power to issue Shares and options, with or without special rights	6
	Power to issue fractions of a Share	6
	Power to pay commissions and brokerage fees	6
	Trusts not recognised	7
	Power to vary class rights	7
	Effect of new Share issue on existing class rights	7
	No bearer Shares or warrants	8
	Treasury Shares	8
	Rights attaching to Treasury Shares and related matters	8
4.	Register of Members	9
5.	Share certificates	9
	Issue of share certificates	9
	Renewal of lost or damaged share certificates	9
6.	Lien on Shares	10
	Nature and scope of lien	10
	Company may sell Shares to satisfy lien	10
	Authority to execute instrument of transfer	10
	Consequences of sale of Shares to satisfy lien	10
	Application of proceeds of sale	11
7.	Calls on Shares and forfeiture	11
	Power to make calls and effect of calls	11
	Time when call made	11
	Liability of joint holders	11
	Interest on unpaid calls	11
	Deemed calls	12
	Power to accept early payment	12

| i |

| --- | | | Power to make different arrangements at time of issue of Shares | 12 | | --- | --- | --- | | | Notice of default | 12 | | | Forfeiture or surrender of Shares | 12 | | | Disposal of forfeited or surrendered Share and power to cancel forfeiture or surrender | 13 | | | Effect of forfeiture or surrender on former Member | 13 | | | Evidence of forfeiture or surrender | 13 | | | Sale of forfeited or surrendered Shares | 14 | | 8. | Transfer of Shares | 14 | | | Form of transfer | 14 | | | Power to refuse registration | 14 | | | Power to suspend registration | 14 | | | Company may retain instrument of transfer | 14 | | 9. | Transmission of Shares | 14 | | | Persons entitled on death of a Member | 14 | | | Registration of transfer of a Share following death or bankruptcy | 15 | | | Indemnity | 15 | | | Rights of person entitled to a Share following death or bankruptcy | 15 | | 10. | Alteration of capital | 15 | | | Increasing, consolidating, converting, dividing and cancelling share capital | 15 | | | Dealing with fractions resulting from consolidation of Shares | 16 | | | Reducing share capital | 16 | | 11. | Redemption and purchase of own Shares | 16 | | | Power to issue redeemable Shares and to purchase own Shares | 16 | | | Power to pay for redemption or purchase in cash or in specie | 17 | | | Effect of redemption or purchase of a Share | 17 | | 12. | Meetings of Members | 18 | | | Power to call meetings | 18 | | | Content of notice | 19 | | | Period of notice | 19 | | | Persons entitled to receive notice | 20 | | | Publication of notice on a website | 20 | | | Time a website notice is deemed to be given | 20 | | | Required duration of publication on a website | 20 |

| ii |

| --- | | | Accidental omission to give notice or non-receipt of notice | 20 | | --- | --- | --- | | 13. | Proceedings at meetings of Members | 21 | | | Quorum | 21 | | | Lack of quorum | 21 | | | Use of technology | 21 | | | Chairman | 21 | | | Right of a director to attend and speak | 22 | | | Adjournment and Postponement | 22 | | | Method of voting | 22 | | | Taking of a poll | 22 | | | Chairman’s casting vote | 23 | | | Amendments to resolutions | 23 | | | Written resolutions | 23 | | | Sole-member company | 24 | | 14. | Voting rights of Members | 24 | | | Right to vote | 24 | | | Rights of joint holders | 24 | | | Representation of corporate Members | 24 | | | Member with mental disorder | 25 | | | Objections to admissibility of votes | 25 | | | Form of proxy | 25 | | | How and when proxy is to be delivered | 26 | | | Voting by proxy | 26 | | 15. | Number of directors | 27 | | 16. | Appointment, disqualification and removal of directors | 27 | | | No age limit | 27 | | | Corporate directors | 27 | | | No shareholding qualification | 27 | | | Appointment and removal of directors | 27 | | | Resignation of directors | 28 | | | Termination of the office of director | 28 | | 17. | Alternate directors | 29 | | | Appointment and removal | 29 |

| iii |

| --- | | | Notices | 30 | | --- | --- | --- | | | Rights of alternate director | 30 | | | Appointment ceases when the appointor ceases to be a director | 30 | | | Status of alternate director | 30 | | | Status of the director making the appointment | 30 | | 18. | Powers of directors | 31 | | | Powers of directors | 31 | | | Appointments to office | 31 | | | Remuneration | 32 | | | Disclosure of information | 32 | | 19. | Delegation of powers | 32 | | | Power to delegate any of the directors’ powers to a committee | 32 | | | Power to appoint an agent of the Company | 33 | | | Power to appoint an attorney or authorised signatory of the Company | 33 | | | Power to appoint a proxy | 34 | | 20. | Meetings of directors | 34 | | | Regulation of directors’ meetings | 34 | | | Calling meetings | 34 | | | Notice of meetings | 34 | | | Period of notice | 34 | | | Use of technology | 34 | | | Place of meetings | 34 | | | Quorum | 35 | | | Voting | 35 | | | Validity | 35 | | | Recording of dissent | 35 | | | Written resolutions | 35 | | | Sole director’s minute | 35 | | 21. | Permissible directors’ interests and disclosure | 36 | | | Permissible interests subject to disclosure | 36 | | | Notification of interests | 36 | | | Voting where a director is interested in a matter | 36 | | 22. | Minutes | 37 |

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| --- | | 23. | Accounts and audit | 37 | | --- | --- | --- | | | No automatic right of inspection | 37 | | | Sending of accounts and reports | 37 | | | Validity despite accidental error in publication on website | 38 | | | Audit | 38 | | 24. | Financial year | 39 | | 25. | Record dates | 39 | | 26. | Dividends | 39 | | | Declaration of dividends by Members | 39 | | | Payment of interim dividends and declaration of final dividends by directors | 39 | | | Apportionment of dividends | 40 | | | Right of set off | 40 | | | Power to pay other than in cash | 40 | | | How payments may be made | 41 | | | Dividends or other moneys not to bear interest in absence of special rights | 41 | | | Dividends unable to be paid or unclaimed | 41 | | 27. | Capitalisation of profits | 42 | | | Capitalisation of profits or of any share premium account or capital redemption reserve | 42 | | | Applying an amount for the benefit of members | 42 | | 28. | Share premium account | 42 | | | directors to maintain share premium account | 42 | | | Debits to share premium account | 42 | | 29. | Seal | 43 | | | Company seal | 43 | | | Duplicate seal | 43 | | | When and how seal is to be used | 43 | | | If no seal is adopted or used | 43 | | | Power to allow non-manual signatures and facsimile printing of seal | 43 | | | Validity of execution | 44 | | 30. | Indemnity | 44 | | | Indemnity | 44 | | | Release | 44 | | | Insurance | 45 | | 31. | Notices | 45 |

| v |

| --- | | | Form of notices | 45 | | --- | --- | --- | | | Electronic communications | 45 | | | Persons authorised to give notices | 46 | | | Delivery of written notices | 46 | | | Joint holders | 46 | | | Signatures | 46 | | | Evidence of transmission | 46 | | | Giving notice to a deceased or bankrupt Member | 46 | | | Date of giving notices | 47 | | | Saving provision | 47 | | 32. | Authentication of Electronic Records | 47 | | | Application of Articles | 47 | | | Authentication of documents sent by Members by Electronic means | 47 | | | Authentication of document sent by the Secretary or Officers of the Company by Electronic means | 48 | | | Manner of signing | 48 | | | Saving provision | 48 | | 33. | Transfer by way of continuation | 49 | | 34. | Winding up | 49 | | | Distribution of assets in specie | 49 | | | No obligation to accept liability | 49 | | | The directors are authorised to present a winding up petition | 49 | | 35. | Amendment of Memorandum and Articles | 50 | | | Power to change name or amend Memorandum | 50 | | | Power to amend these Articles | 50 | | 36. | Mergers and Consolidations | 50 | | 37. | Business Combination | 50 | | 38. | Certain Tax Filings | 53 | | 39. | Business Opportunities | 54 |

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CompaniesAct (Revised)

CompanyLimited by Shares

ThirdAmended and Restated

Articlesof Association

DTCloud Star Acquisition Corporation

Adoptedby special resolution passed on 22 OCTOBER 2025

1.	Definitions, interpretation and exclusion of Table A

Definitions

1.1	In<br> these Articles, the following definitions apply:

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

Affiliatein respect of a person, means any other person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person, and (a) in the case of a natural person, shall include, without limitation, such person’s spouse, parents, children, siblings, mother-in-law and father-in-law and brothers and sisters-in-law, whether by blood, marriage or adoption or anyone residing in such person’s home, a trust for the benefit of any of the foregoing, a company, partnership or any natural person or entity wholly or jointly owned by any of the foregoing and (b) in the case of an entity, shall include a partnership, a corporation or any natural person or entity which directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such entity.

ApplicableLaw means, with respect to any person, all provisions of laws, statutes, ordinances, rules, regulations, permits, certificates, judgments, decisions, decrees or orders of any governmental authority applicable to such person.

Articlesmeans, as appropriate:

(a)	these<br> amended and restated Articles of Association as amended, restated, supplemented and/or otherwise<br> modified from time to time: or
(b)	two<br> or more particular Articles of these Articles;
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and Article refers to a particular Article of these Articles.

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AuditCommittee means the audit committee of the board of directors of the Company established pursuant to Article 23.8 hereof, or any successor audit committee.

Auditormeans the person for the time being performing the duties of auditor of the Company.

BusinessCombination means a merger, share exchange, asset acquisition, share purchase, recapitalisation, reorganisation or similar business combination involving the Company, with one or more businesses or entities (each a target business), which Business Combination: (a) must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting discount and taxes payable on the interest earned on the trust account); and (b) must not be effectuated solely with another blank cheque company or a similar company with nominal operations.

BusinessDay means a day other than a day on which banking institutions or trust companies are authorised or obligated by law to close in New York City, a Saturday or a Sunday.

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

(a)	the<br> calendar day when the notice is given or deemed to be given; and
(b)	the<br> calendar day for which it is given or on which it is to take effect.
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ClearingHouse means a clearing house recognised by the laws of the jurisdiction in which the Shares (or depositary receipts therefor) are listed or quoted on a stock exchange or interdealer quotation system in such jurisdiction.

Companymeans the above-named company.

CompensationCommittee means the compensation committee of the board of directors of the Company established pursuant to the Articles, or any successor committee.

CompletionWindow means the period of time:

(a)	commencing on, and including,<br> the closing date of the IPO; and
(b)	ending<br> on the date that is 15 months after the closing date of the IPO (or, if requested by the<br> Sponsors, up to 27 months by means of up to 12 one-month extensions after the closing of<br> the IPO by the Sponsors depositing into the Trust Account, for each one-month extension,<br> such amount of additional funds in accordance with the trust agreement governing the Trust<br> Account as amended from time to time) , such earlier date as the Directors may approve<br> in accordance with the Articles or such later date as the Members may approve by Special<br> Resolution in accordance with the Articles.
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(a)

commencing on, and including, the closing date of the IPO; and

(b)

ending on the date that is 15 months after the closing date of the IPO (or, if requested by the Sponsors, up to 27 months by means of up to 12 one-month extensions after the closing of the IPO by the Sponsors depositing into the Trust Account, for each one-month extension, such amount of additional funds in accordance with the trust agreement governing the Trust Account as amended from time to time) , such earlier date as the Directors may approve in accordance with the Articles or such later date as the Members may approve by Special Resolution in accordance with the Articles.

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DefaultRate means 10% (ten per cent) per annum.

DesignatedStock Exchange means any United States national securities exchange, including the Nasdaq Stock Market LLC, the NYSE American LLC or The New York Stock Exchange LLC or any OTC market on which the Shares are listed for trading.

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Electronichas the meaning given to that term in the Electronic Transactions Act (Revised).

ElectronicRecord has the meaning given to that term in the Electronic Transactions Act (Revised).

ElectronicSignature has the meaning given to that term in the Electronic Transactions Act (Revised).

ExchangeAct means the United States Securities Exchange Act of 1934, as amended.

Foundersmeans all Members immediately prior to the consummation of the IPO.

FullyPaid and Paid Up:

(a)	in<br> relation to a Share with par value, means that the par value for that Share and any premium<br> payable in respect of the issue of that Share, has been fully paid or credited as paid in<br> money or money’s worth;
(b)	in<br> relation to a Share without par value, means that the agreed issue price for that Share has<br> been fully paid or credited as paid in money or money’s worth.
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IndependentDirector has the same meaning as in the rules and regulations of the Designated Stock Exchange or in Rule 10A-3 under the Exchange Act, as the case may be.

InvestorGroup means the Sponsor and its Affiliates, successors and assigns.

IPOmeans the Company’s initial public offering of securities.

IPORedemption has the meaning given to it in Article 37.6.

Islandsmeans the British Overseas Territory of the Cayman Islands.

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

Memorandummeans the Amended and Restated Memorandum of Association of the Company as amended, restated, supplemented and/or otherwise modified from time to time.

NominatingCommittee means the nominating committee of the board of directors of the Company established pursuant to the Articles, or any successor committee.

Officermeans a person then appointed to hold an office in the Company; and the expression includes a director, alternate director or liquidator.

OrdinaryResolution means a resolution of a duly constituted general meeting of the Company passed by a simple majority of the votes cast by, or on behalf of, the Members entitled to vote thereon. The expression also includes a unanimous written resolution by all the Members entitled to vote at that general meeting.

Over-AllotmentOption means the option of the Underwriters to purchase up to an additional 15% of the firm units (as described at Article 3.4) issued in the IPO at a price equal to US$10.00 per unit, less underwriting discount and commissions.

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PublicShare means a Share issued as part of the units (as described in Article 3.4) issued in the IPO.

RedemptionPrice has the meaning given to it in Article 37.6.

Registerof Members means the register of Members maintained in accordance with the Act and includes (except where otherwise stated) any branch or duplicate register of Members.

Representativemeans a representative of the Underwriters.

SECmeans the United States Securities and Exchange Commission.

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

Sharemeans a share in the share capital of the Company; and the expression:

(a)	includes<br> stock (except where a distinction between shares and stock is expressed or implied); and
(b)	where<br> the context permits, also includes a fraction of a share.
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SpecialResolution has the meaning given to that term in the Act; and the expression includes a unanimous written resolution.

Sponsormeans DT Cloud Star Management Limited, a company incorporated under the laws of the British Virgin Islands.

TaxFiling Authorised Person means such person as any director shall designate from time to time, acting severally.

TreasuryShares means Shares of the Company held in treasury pursuant to the Act and Article 3.14.

TrustAccount means the trust account established by the Company upon the consummation of its IPO and into which a certain amount of the net proceeds of the IPO, together with a certain amount of the proceeds of a private placement of warrants simultaneously with the closing date of the IPO, will be deposited.

Underwritermeans an underwriter of the IPO from time to time, and any successor underwriter.

Interpretation

1.2	In<br> the interpretation of these Articles, the following provisions apply unless the context otherwise<br> requires:
(a)	A<br> reference in these Articles to a statute is a reference to a statute of the Islands as known<br> by its short title, and includes:
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(i)	any<br> statutory modification, amendment or re-enactment; and
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(ii)	any<br> subordinate legislation or regulations issued under that statute.
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Without limitation to the preceding sentence, a reference to a revised Act of the Cayman Islands is taken to be a reference to the revision of that Act in force from time to time as amended from time to time.

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| --- | | (b) | Headings are inserted for convenience only and do not affect the interpretation of these Articles, unless there is ambiguity. | | --- | --- | | (c) | If a day on which any act, matter or thing is to be done under these Articles is not a Business Day, the act, matter or thing must be done on the next Business Day. | | --- | --- | | (d) | A word which denotes the singular also denotes the plural, a word which denotes the plural also denotes the singular, and a reference to any gender also denotes the other genders. | | --- | --- | | (e) | A reference to a person includes, as appropriate, a company, trust, partnership, joint venture, association, body corporate or government agency. | | --- | --- | | (f) | Where a word or phrase is given a defined meaning another part of speech or grammatical form in respect to that word or phrase has a corresponding meaning. | | --- | --- | | (g) | All references to time are to be calculated by reference to time in the place where the Company’s registered office is located. | | --- | --- | | (h) | The words written and in writing include all modes of representing or reproducing words in a visible form, but do not include an Electronic Record where the distinction between a document in writing and an Electronic Record is expressed or implied. | | --- | --- | | (i) | The words including, include and in particular or any similar expression are to be construed without limitation. | | --- | --- | | (j) | Any requirements as to execution or signature under the Articles including the execution of the Articles themselves can be satisfied in the form of an Electronic Signature. | | --- | --- | | (k) | Sections 8 and 19(3) of the Electronic Transactions Act shall not apply. | | --- | --- | | (l) | The term “holder” in relation to a Share means a person whose name is entered in the Register of Members as the holder of such Share. | | --- | --- |

Exclusion of Table A Articles

1.3	The<br> regulations contained in Table A in the First Schedule of the Act and any other regulations<br> contained in any statute or subordinate legislation are expressly excluded and do not apply<br> to the Company.
2.	Commencement of Business
---	---
2.1	The<br> business of the Company may be commenced as soon after incorporation of the Company as the<br> directors see fit.
---	---
2.2	The<br> directors may pay, out of the capital or any other monies of the Company, all expenses incurred<br> in or about the formation and establishment of the Company, including the expenses of registration.
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| 5 |

---
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Power to issue Shares and options, with or without special rights

3.1	Subject<br> to the provisions, if any, in the Act, the Memorandum (and to any direction that may be given<br> by the Company in general meeting), these Articles and, where applicable, the rules and regulations<br> of the Designated Stock Exchange, the SEC and/or any other competent regulatory authority<br> or otherwise under Applicable Law, and without prejudice to any rights attached to any existing<br> Shares, the directors have general and unconditional authority to allot (with or without<br> confirming rights of renunciation), issue, grant options over or otherwise deal with any<br> unissued Shares of the Company to such persons, at such times and on such terms and conditions<br> as they may decide.
3.2	Without<br> limitation to the preceding Article, the directors may so deal with the unissued Shares of<br> the Company:
---	---
(a)	either<br> at a premium or at par;
---	---
(b)	with<br> or without preferred, deferred or other special rights or restrictions whether in regard<br> to dividend, voting, return of capital or otherwise.
---	---
3.3	The<br> Company may issue rights, options, warrants or convertible securities or securities of similar<br> nature conferring the right upon the holders thereof to subscribe for, purchase or receive<br> any class of Shares or other securities in the Company at such times and on such terms and<br> conditions as the directors may decide.
---	---
3.4	The<br> Company may issue units of securities in the Company, which may be comprised of Shares, rights,<br> options, warrants or convertible securities or securities of similar nature conferring the<br> right upon the holders thereof to subscribe for, purchase or receive any class of Shares<br> or other securities in the Company, on such terms and conditions as the directors may decide.<br> The securities comprising any such units which are issued pursuant to the IPO can only be<br> traded separately from one another on the 52nd day following the date of the prospectus relating<br> to the IPO unless the Representative(s) determines that an earlier date is acceptable, subject<br> to the Company having filed a current report on Form 8-K containing an audited balance sheet<br> reflecting the Company’s receipt of the gross proceeds of the IPO with the SEC and<br> a press release announcing when such separate trading will begin. Prior to such date, the<br> units can be traded, but the securities comprising such units cannot be traded separately<br> from one another.
---	---

Power to issue fractions of a Share

3.5	Subject<br> to the Act, the Company may issue fractions of a Share of any class. A fraction of a Share<br> shall be subject to and carry the corresponding fraction of liabilities (whether with respect<br> to calls or otherwise), limitations, preferences, privileges, qualifications, restrictions,<br> rights and other attributes of a Share of that class of Shares.

Power to pay commissions and brokerage fees

3.6	The<br> Company may, in so far as the Act permits, pay a commission to any person in consideration<br> of that person:
(a)	subscribing<br> or agreeing to subscribe, whether absolutely or conditionally; or
---	---
(b)	procuring<br> or agreeing to procure subscriptions, whether absolute or conditional
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| --- |

for any Shares in the Company. That commission may be satisfied by the payment of cash or the allotment of Fully Paid or partly-paid Shares or partly in one way and partly in another.

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

Trusts not recognised

3.8	Except<br> as required by Applicable Law:
(a)	the<br> Company shall not be bound by or compelled to recognise in any way (even when notified) any<br> equitable, contingent, future or partial interest in any Share, or (except only as is otherwise<br> provided by these Articles or the Act) any other rights in respect of any Share other than<br> an absolute right to the entirety thereof in the holder; and
---	---
(b)	no<br> person other than the Member shall be recognised by the Company as having any right in a<br> Share.
---	---

Power to vary class rights

3.9	If<br> the share capital is divided into different classes of Shares then, unless the terms on which<br> a class of Shares was issued state otherwise, the rights attaching to a class of Shares may<br> only be varied if one of the following applies:
(a)	the<br> Members holding two thirds of the issued Shares of that class consent in writing to the variation;<br> or
---	---
(b)	the<br> variation is made with the sanction of a Special Resolution passed at a separate general<br> meeting of the Members holding the issued Shares of that class.
---	---
3.10	For<br> the purpose of paragraph (b) of the preceding Article, all the provisions of these Articles<br> relating to general meetings apply, mutatis mutandis, to every such separate meeting except<br> that:
---	---
(a)	the<br> necessary quorum shall be one or more persons holding, or representing by proxy, not less<br> than one third of the issued Shares of the class; and
---	---
(b)	any<br> Member holding issued Shares of the class, present in person or by proxy or, in the case<br> of a corporate Member, by its duly authorised representative, may demand a poll.
---	---

Effect of new Share issue on existing class rights

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

Capital contributions without issue of further Shares

3.12	With<br> the consent of a Member, the directors may accept a voluntary contribution to the capital<br> of the Company from that Member without issuing Shares in consideration for that contribution.<br> In that event, the contribution shall be dealt with in the following manner:
(a)	It<br> shall be treated as if it were a share premium.
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| --- | | (b) | Unless the Member agrees otherwise: | | --- | --- | | (i) | if the Member holds Shares in a single class of Shares, it shall be credited to the share premium account for that class of Shares; | | --- | --- | | (ii) | if the Member holds Shares of more than one class, it shall be credited rateably to the share premium accounts for those classes of Shares (in the proportion that the sum of the issue prices for each class of Shares that the Member holds bears to the total issue prices for all classes of Shares that the Member holds). | | --- | --- | | (c) | It shall be subject to the provisions of the Act and these Articles applicable to share premiums. | | --- | --- |

No bearer Shares or warrants

3.13	The<br> Company shall not issue Shares or warrants to bearers.

Treasury Shares

3.14	Shares<br> that the Company purchases, redeems or acquires by way of surrender in accordance with the<br> Act shall be held as Treasury Shares and not treated as cancelled if:
(a)	the<br> directors so determine prior to the purchase, redemption or surrender of those shares; and
---	---
(b)	the<br> relevant provisions of the Memorandum and Articles and the Act are otherwise complied with.
---	---

Rights attaching to Treasury Shares and related matters

3.15	No<br> dividend may be declared or paid, and no other distribution (whether in cash or otherwise)<br> of the Company’s assets (including any distribution of assets to members on a winding<br> up) may be made to the Company in respect of a Treasury Share.
3.16	The<br> Company shall be entered in the Register as the holder of the Treasury Shares. However:
---	---
(a)	the<br> Company shall not be treated as a member for any purpose and shall not exercise any right<br> in respect of the Treasury Shares, and any purported exercise of such a right shall be void;
---	---
(b)	a<br> Treasury Share shall not be voted, directly or indirectly, at any meeting of the Company<br> and shall not be counted in determining the total number of issued shares at any given time,<br> whether for the purposes of these Articles or the Act.
---	---
3.17	Nothing<br> in the preceding Article prevents an allotment of Shares as fully paid bonus shares in respect<br> of a Treasury Share and Shares allotted as fully paid bonus shares in respect of a Treasury<br> Share shall be treated as Treasury Shares.
---	---
3.18	Treasury<br> Shares may be disposed of by the Company in accordance with the Act and otherwise on such<br> terms and conditions as the directors determine.
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---
---	---
4.1	The<br> Company shall maintain or cause to be maintained the Register of Members in accordance with<br> the Act.
---	---
4.2	The<br> directors may determine that the Company shall maintain one or more branch registers of Members<br> in accordance with the Act. The directors may also determine which Register of Members shall<br> constitute the principal register and which shall constitute the branch register or registers,<br> and to vary such determination from time to time.
---	---
4.3	The<br> title to Shares listed on a Designated Stock Exchange may be evidenced and transferred in<br> accordance with the laws applicable to the rules and regulations of the Designated Stock<br> Exchange and, for these purposes, the Register of Members may be maintained in accordance<br> with section 40B of the Act.
---	---
5.	Share certificates
---	---

Issue of share certificates

5.1	Upon<br> being entered in the Register of Members as the holder of a Share, a Member shall be entitled:
(a)	without<br> payment, to one certificate for all the Shares of each class held by that Member (and, upon<br> transferring a part of the Member’s holding of Shares of any class, to a certificate<br> for the balance of that holding); and
---	---
(b)	upon<br> payment of such reasonable sum as the directors may determine for every certificate after<br> the first, to several certificates each for one or more of that Member’s Shares.
---	---
5.2	Every<br> certificate shall specify the number, class and distinguishing numbers (if any) of the Shares<br> to which it relates and whether they are Fully Paid or partly paid up. A certificate may<br> be executed under seal or executed in such other manner as the directors determine.
---	---
5.3	The<br> Company shall not be bound to issue more than one certificate for Shares held jointly by<br> several persons and delivery of a certificate for a Share to one joint holder shall be a<br> sufficient delivery to all of them.
---	---

Renewal of lost or damaged share certificates

5.4	If<br> a share certificate is defaced, worn-out, lost or destroyed, it may be renewed on such terms<br> (if any) as to:
(a)	evidence;
---	---
(b)	indemnity;
---	---
(c)	payment<br> of the expenses reasonably incurred by the Company in investigating the evidence; and
---	---
(d)	payment<br> of a reasonable fee, if any, for issuing a replacement share certificate
---	---

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

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---
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Nature and scope of lien

6.1	The<br> Company has a first and paramount lien on all Shares (whether Fully Paid or not) registered<br> in the name of a Member (whether solely or jointly with others). The lien is for all moneys<br> payable to the Company by the Member or the Member’s estate:
(a)	either<br> alone or jointly with any other person, whether or not that other person is a Member; and
---	---
(b)	whether<br> or not those moneys are presently payable.
---	---
6.2	At<br> any time the directors may declare any Share to be wholly or partly exempt from the provisions<br> of this Article.
---	---

Company may sell Shares to satisfy lien

6.3	The<br> Company may sell any Shares over which it has a lien if all of the following conditions are<br> met:
(a)	the<br> sum in respect of which the lien exists is presently payable;
---	---
(b)	the<br> Company gives notice to the Member holding the Share (or to the person entitled to it in<br> consequence of the death or bankruptcy of that Member) demanding payment and stating that<br> if the notice is not complied with the Shares may be sold; and
---	---
(c)	that<br> sum is not paid within 14 Clear Days after that notice is deemed to be given under these<br> Articles.
---	---
6.4	The<br> Shares may be sold in such manner as the directors determine.
---	---
6.5	To<br> the maximum extent permitted by Applicable Law, the directors shall incur no personal liability<br> to the Member concerned in respect of the sale.
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Authority to execute instrument of transfer

6.6	To<br> give effect to a sale, the directors may authorise any person to execute an instrument of<br> transfer of the Shares sold to, or in accordance with the directions of, the purchaser. The<br> title of the transferee of the Shares shall not be affected by any irregularity or invalidity<br> in the proceedings in respect of the sale.

Consequences of sale of Shares to satisfy lien

6.7	On<br> sale pursuant to the preceding Articles:
(a)	the<br> name of the Member concerned shall be removed from the Register of Members as the holder<br> of those Shares; and
---	---
(b)	that<br> person shall deliver to the Company for cancellation the certificate for those Shares.
---	---

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

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Application of proceeds of sale

6.8	The<br> net proceeds of the sale, after payment of the costs, shall be applied in payment of so much<br> of the sum for which the lien exists as is presently payable. Any residue shall be paid to<br> the person whose Shares have been sold:
(a)	if<br> no certificate for the Shares was issued, at the date of the sale; or
---	---
(b)	if<br> a certificate for the Shares was issued, upon surrender to the Company of that certificate<br> for cancellation
---	---

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

7.	Calls on Shares and forfeiture

Power to make calls and effect of calls

7.1	Subject<br> to the terms of allotment, the directors may make calls on the Members in respect of any<br> moneys unpaid on their Shares including any premium. The call may provide for payment to<br> be by instalments. Subject to receiving at least 14 Clear Days’ notice specifying when<br> and where payment is to be made, each Member shall pay to the Company the amount called on<br> his Shares as required by the notice.
7.2	Before<br> receipt by the Company of any sum due under a call, that call may be revoked in whole or<br> in part and payment of a call may be postponed in whole or in part. Where a call is to be<br> paid in instalments, the Company may revoke the call in respect of all or any remaining instalments<br> in whole or in part and may postpone payment of all or any of the remaining instalments in<br> whole or in part.
---	---
7.3	A<br> Member on whom a call is made shall remain liable for that call notwithstanding the subsequent<br> transfer of the Shares in respect of which the call was made. A person shall not be liable<br> for calls made after such person is no longer registered as Member in respect of those Shares.
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Time when call made

7.4	A<br> call shall be deemed to have been made at the time when the resolution of the directors authorising<br> the call was passed.

Liability of joint holders

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

Interest on unpaid calls

7.6	If<br> a call remains unpaid after it has become due and payable the person from whom it is due<br> and payable shall pay interest on the amount unpaid from the day it became due and payable<br> until it is paid:
(a)	at<br> the rate fixed by the terms of allotment of the Share or in the notice of the call; or
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| --- | | (b) | if no rate is fixed, at the Default Rate. | | --- | --- |

The directors may waive payment of the interest wholly or in part.

Deemed calls

7.7	Any<br> amount payable in respect of a Share, whether on allotment or on a fixed date or otherwise,<br> shall be deemed to be payable as a call. If the amount is not paid when due the provisions<br> of these Articles shall apply as if the amount had become due and payable by virtue of a<br> call.

Power to accept early payment

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

Power to make different arrangements at time of issue of Shares

7.9	Subject<br> to the terms of allotment, the directors may make arrangements on the issue of Shares to<br> distinguish between Members in the amounts and times of payment of calls on their Shares.

Notice of default

7.10	If<br> a call remains unpaid after it has become due and payable the directors may give to the person<br> from whom it is due not less than 14 Clear Days’ notice requiring payment of:
(a)	the<br> amount unpaid;
---	---
(b)	any<br> interest which may have accrued;
---	---
(c)	any<br> expenses which have been incurred by the Company due to that person’s default.
---	---
7.11	The<br> notice shall state the following:
---	---
(a)	the<br> place where payment is to be made; and
---	---
(b)	a<br> warning that if the notice is not complied with the Shares in respect of which the call is<br> made will be liable to be forfeited.
---	---

Forfeiture or surrender of Shares

7.12

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

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| --- | | 7.13 | The directors may accept the surrender for no consideration of any Fully Paid Share. | | --- | --- |

Disposal of forfeited or surrendered Share and power to cancel forfeiture or surrender

7.14

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

Effect of forfeiture or surrender on former Member

7.15	On<br> forfeiture or surrender:
(a)	the<br> name of the Member concerned shall be removed from the Register of Members as the holder<br> of those Shares and that person shall cease to be a Member in respect of those Shares; and
---	---
(b)	that<br> person shall surrender to the Company for cancellation the certificate (if any) for the forfeited<br> or surrendered Shares.
---	---
7.16	Despite<br> the forfeiture or surrender of his Shares, that person shall remain liable to the Company<br> for all moneys which at the date of forfeiture or surrender were presently payable by him<br> to the Company in respect of those Shares together with:
---	---
(a)	all<br> expenses; and
---	---
(b)	interest<br> from the date of forfeiture or surrender until payment:
---	---
(i)	at<br> the rate of which interest was payable on those moneys before forfeiture; or
---	---
(ii)	if<br> no interest was so payable, at the Default Rate.
---	---

The directors, however, may waive payment wholly or in part.

Evidence of forfeiture or surrender

7.17	A<br> declaration, whether statutory or under oath, made by a director or the Secretary shall be<br> conclusive evidence of the following matters stated in it as against all persons claiming<br> to be entitled to forfeited Shares:
(a)	that<br> the person making the declaration is a director or Secretary of the Company, and
---	---
(b)	that<br> the particular Shares have been forfeited or surrendered on a particular date.
---	---

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

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Sale of forfeited or surrendered Shares

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

8.1	Subject<br> to the following Articles about the transfer of Shares, and provided that such transfer complies<br> with the rules and regulations of the Designated Stock Exchange, the SEC and/or any other<br> competent regulatory authority or otherwise under Applicable Law, a Member may transfer Shares<br> to another person by completing an instrument of transfer in a common form or in a form prescribed<br> by the rules and regulations of the Designated Stock Exchange, the SEC and/or any other competent<br> regulatory authority or otherwise under Applicable Law or in any other form approved by the<br> directors, executed:
(a)	where<br> the Shares are Fully Paid, by or on behalf of that Member; and
---	---
(b)	where<br> the Shares are partly paid, by or on behalf of that Member and the transferee.
---	---
8.2	The<br> transferor shall be deemed to remain the holder of a Share until the name of the transferee<br> is entered into the Register of Members.
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Power to refuse registration

8.3	If<br> the Shares in question were issued in conjunction with rights, options or warrants issued<br> pursuant to Article 3.4 on terms that one cannot be transferred without the other, the directors<br> shall refuse to register the transfer of any such Share without evidence satisfactory to<br> them of the like transfer of such option or warrant.

Power to suspend registration

8.4	The<br> directors may suspend registration of the transfer of Shares at such times and for such periods,<br> not exceeding 30 days in any calendar year, as they determine.

Company may retain instrument of transfer

8.5	The<br> Company shall be entitled to retain any instrument of transfer which is registered; but an<br> instrument of transfer which the directors refuse to register shall be returned to the person<br> lodging it when notice of the refusal is given.
9.	Transmission of Shares
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Persons entitled on death of a Member

9.1	If<br> a Member dies, the only persons recognised by the Company as having any title to the deceased<br> Members’ interest are the following:
(a)	where<br> the deceased Member was a joint holder, the survivor or survivors; and
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| --- | | (b) | where the deceased Member was a sole holder, that Member’s personal representative or representatives. | | --- | --- | | 9.2 | Nothing in these Articles shall release the deceased Member’s estate from any liability in respect of any Share, whether the deceased was a sole holder or a joint holder. | | --- | --- |

Registration of transfer of a Share following death or bankruptcy

9.3	A<br> person becoming entitled to a Share in consequence of the death or bankruptcy of a Member<br> may elect to do either of the following:
(a)	to<br> become the holder of the Share; or
---	---
(b)	to<br> transfer the Share to another person.
---	---
9.4	That<br> person must produce such evidence of his entitlement as the directors may properly require.
---	---
9.5	If<br> the person elects to become the holder of the Share, he must give notice to the Company to<br> that effect. For the purposes of these Articles, that notice shall be treated as though it<br> were an executed instrument of transfer.
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9.6	If<br> the person elects to transfer the Share to another person then:
---	---
(a)	if<br> the Share is Fully Paid, the transferor must execute an instrument of transfer; and
---	---
(b)	if<br> the Share is partly paid, the transferor and the transferee must execute an instrument of<br> transfer.
---	---
9.7	All<br> these Articles relating to the transfer of Shares shall apply to the notice or, as appropriate,<br> the instrument of transfer.
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Indemnity

9.8	A<br> person registered as a Member by reason of the death or bankruptcy of another Member shall<br> indemnify the Company and the directors against any loss or damage suffered by the Company<br> or the directors as a result of that registration.

Rights of person entitled to a Share following death or bankruptcy

9.9

A person becoming entitled to a Share by reason of the death or bankruptcy of a Member shall have the rights to which he would be entitled if he were registered as the holder of the Share. However, until he is registered as Member in respect of the Share, he shall not be entitled to attend or vote at any meeting of the Company or at any separate meeting of the holders of that class of Shares in the Company.

10.

Alteration of capital

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Increasing, consolidating, converting, dividing and cancelling share capital

10.1	To<br> the fullest extent permitted by the Act, the Company may by Ordinary Resolution do any of<br> the following and amend its Memorandum for that purpose:
(a)	increase<br> its share capital by new Shares of the amount fixed by that Ordinary Resolution and with<br> the attached rights, priorities and privileges set out in that Ordinary Resolution;
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| --- | | (b) | consolidate and divide all or any of its share capital into Shares of larger amount than its existing Shares; | | --- | --- | | (c) | convert all or any of its Paid Up Shares into stock, and reconvert that stock into Paid Up Shares of any denomination; | | --- | --- | | (d) | sub-divide its Shares or any of them into Shares of an amount smaller than that fixed by the Memorandum, so, however, that in the sub-division, the proportion between the amount paid and the amount, if any, unpaid on each reduced Share shall be the same as it was in case of the Share from which the reduced Share is derived; and | | --- | --- | | (e) | cancel Shares which, at the date of the passing of that Ordinary Resolution, have not been taken or agreed to be taken by any person, and diminish the amount of its share capital by the amount of the Shares so cancelled or, in the case of Shares without nominal par value, diminish the number of Shares into which its capital is divided. | | --- | --- |

Dealing with fractions resulting from consolidation of Shares

10.2	Whenever,<br> as a result of a consolidation of Shares, any Members would become entitled to fractions<br> of a Share the directors may on behalf of those Members:
(a)	sell<br> the Shares representing the fractions for the best price reasonably obtainable to any person<br> (including, subject to the provisions of the Act, the Company); and
---	---
(b)	distribute<br> the net proceeds in due proportion among those Members.
---	---

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

Reducing share capital

10.3	Subject<br> to the Act and to any rights for the time being conferred on the Members holding a particular<br> class of Shares, the Company may, by Special Resolution, reduce its share capital in any<br> way.
11.	Redemption and purchase of own Shares
---	---

Power to issue redeemable Shares and to purchase own Shares

11.1	Subject<br> to the Act and Article 37, and to any rights for the time being conferred on the Members<br> holding a particular class of Shares, and, where applicable, the rules and regulations of<br> the Designated Stock Exchange, the SEC and/or any other competent regulatory authority or<br> otherwise under Applicable Law, the Company may by its directors:
(a)	issue<br> Shares that are to be redeemed or liable to be redeemed, at the option of the Company or<br> the Member holding those redeemable Shares, on the terms and in the manner its directors<br> determine before the issue of those Shares;
---	---

| 16 |

| --- | | (b) | with the consent by Special Resolution of the Members holding Shares of a particular class, vary the rights attaching to that class of Shares so as to provide that those Shares are to be redeemed or are liable to be redeemed at the option of the Company on the terms and in the manner which the directors determine at the time of such variation; and | | --- | --- | | (c) | purchase all or any of its own Shares of any class including any redeemable Shares on the terms and in the manner which the directors determine at the time of such purchase. | | --- | --- |

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

11.2	With<br> respect to redeeming, repurchasing or surrendering of Shares:
(a)	Members<br> who hold Public Shares are entitled to request the redemption of such Shares in the circumstances<br> described in Article 37.3;
---	---
(b)	Shares<br> held by the Sponsor shall be surrendered by the Sponsor for no consideration to the extent<br> that the Over-Allotment Option is not exercised in full so that the Sponsor will own 20%<br> of the Company’s issued Shares immediately after the IPO (without giving effect to<br> the sale of the private units and the issuance of representative shares in the IPO, and assuming<br> the Sponsor does not purchase units in the IPO); and
---	---
(c)	Public<br> Shares shall be repurchased by way of Tender Offer in the circumstances set out in Article<br> 37.2(b).
---	---

Power to pay for redemption or purchase in cash or in specie

11.3	When<br> making a payment in respect of the redemption or purchase of Shares, the directors may make<br> the payment in cash or in specie (or partly in one and partly in the other) if so authorised<br> by the terms of the allotment of those Shares, or by the terms applying to those Shares in<br> accordance with Article 11.1, or otherwise by agreement with the Member holding those Shares.

Effect of redemption or purchase of a Share

11.4	Upon<br> the date of redemption or purchase of a Share:
(a)	the<br> Member holding that Share shall cease to be entitled to any rights in respect of the Share<br> other than the right to receive:
---	---
(i)	the<br> price for the Share; and
---	---
(ii)	any<br> dividend declared in respect of the Share prior to the date of redemption or purchase;
---	---
(b)	the<br> Member’s name shall be removed from the Register of Members with respect to the Share;<br> and
---	---

| 17 |

| --- | | (c) | the Share shall be cancelled or held as a Treasury Shares, as the directors may determine. | | --- | --- |

For the purpose of this Article, the date of redemption or purchase is the date when the redemption or purchase falls due.

11.5	For<br> the avoidance of doubt, redemptions and repurchases of Shares in the circumstances described<br> in Articles 11.2(a), 11.2(b) and 11.2(c) above shall not require further approval of the<br> Members.
12.	Meetings of Members
---	---

Power to call meetings

12.1	To<br> the extent required by the rules and regulations of the Designated Stock Exchange, the SEC<br> and/or any other competent regulatory authority or otherwise under Applicable Law, an annual<br> general meeting of the Company shall be held no later than one year after the first financial<br> year end occurring after the IPO, and shall be held in each year thereafter at such time<br> as determined by the directors and the Company may, but shall not (unless required by the<br> Act or the rules and regulations of the Designated Stock Exchange, the SEC and/or any other<br> competent regulatory authority or otherwise under Applicable Law) be obliged to, in each<br> year hold any other general meeting.
12.2	The<br> agenda of the annual general meeting shall be set by the directors and shall include the<br> presentation of the Company’s annual accounts and the report of the directors (if any).
---	---
12.3	Annual<br> general meetings shall be held in New York, USA or in such other places as the directors<br> may determine.
---	---
12.4	All<br> general meetings other than annual general meetings shall be called extraordinary general<br> meetings and the Company shall specify the meeting as such in the notices calling it.
---	---
12.5	The<br> directors may call a general meeting at any time.
---	---
12.6	If<br> there are insufficient directors to constitute a quorum and the remaining directors are unable<br> to agree on the appointment of additional directors, the directors must call a general meeting<br> for the purpose of appointing additional directors.
---	---
12.7	The<br> directors must also call a general meeting if requisitioned in the manner set out in the<br> next two Articles.
---	---
12.8	The<br> requisition must be in writing and given by one or more Members who together hold not less<br> than 40% of the rights to vote at such general meeting.
---	---
12.9	The<br> requisition must also:
---	---
(a)	specify<br> the purpose of the meeting.
---	---
(b)	be<br> signed by or on behalf of each requisitioner (and for this purpose each joint holder shall<br> be obliged to sign). The requisition may consist of several documents in like form signed<br> by one or more of the requisitioners.
---	---
(c)	be<br> delivered in accordance with the notice provisions.
---	---

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| --- | | 12.10 | Should the directors fail to call a general meeting within 21 Clear Days from the date of receipt of a requisition, the requisitioners or any of them may call a general meeting within three months after the end of that period. | | --- | --- | | 12.11 | Without limitation to the foregoing, if there are insufficient directors to constitute a quorum and the remaining directors are unable to agree on the appointment of additional directors, any one or more Members who together hold at least 40% of the rights to vote at a general meeting may call a general meeting for the purpose of considering the business specified in the notice of meeting which shall include as an item of business the appointment of additional directors. | | --- | --- | | 12.12 | Members seeking to bring business before the annual general meeting or to nominate candidates for election as directors at the annual general meeting must deliver notice to the principal executive offices of the Company not later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the scheduled date of the annual general meeting. | | --- | --- |

Content of notice

12.13	Notice<br> of a general meeting shall specify each of the following:
(a)	the<br> place, the date and the hour of the meeting;
---	---
(b)	if<br> the meeting is to be held in two or more places, the technology that will be used to facilitate<br> the meeting;
---	---
(c)	subject<br> to paragraph (d), the general nature of the business to be transacted; and
---	---
(d)	if<br> a resolution is proposed as a Special Resolution, the text of that resolution.
---	---
12.14	In<br> each notice there shall appear with reasonable prominence the following statements:
---	---
(a)	that<br> a Member who is entitled to attend and vote is entitled to appoint one or more proxies to<br> attend and vote instead of that Member; and
---	---
(b)	that<br> a proxyholder need not be a Member.
---	---

Period of notice

12.15	At<br> least five Clear Days’ notice of a general meeting must be given to Members, provided<br> that a general meeting of the Company shall, whether or not the notice specified in this<br> Article has been given and whether or not the provisions of these Articles regarding general<br> meetings have been complied with, be deemed to have been duly convened if it is so agreed:
(a)	in<br> the case of an annual general meeting, by all of the Members entitled to attend and vote<br> thereat; and
---	---
(b)	in<br> the case of an extraordinary general meeting, by a majority in number of the Members having<br> a right to attend and vote at the meeting, together holding not less than 95% in par value<br> of the Shares giving that right.
---	---

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| --- |

Persons entitled to receive notice

12.16	Subject<br> to the provisions of these Articles and to any restrictions imposed on any Shares, the notice<br> shall be given to the following people:
(a)	the<br> Members;
---	---
(b)	persons<br> entitled to a Share in consequence of the death or bankruptcy of a Member; and
---	---
(c)	the<br> directors.
---	---

Publication of notice on a website

12.17	Subject<br> to the Act or the rules and regulations of the Designated Stock Exchange, the SEC and/or<br> any other competent regulatory authority or otherwise under Applicable Law, a notice of a<br> general meeting may be published on a website providing the recipient is given separate notice<br> of:
(a)	the<br> publication of the notice on the website;
---	---
(b)	the<br> place on the website where the notice may be accessed;
---	---
(c)	how<br> it may be accessed; and
---	---
(d)	the<br> place, date and time of the general meeting.
---	---
12.18	If<br> a Member notifies the Company that he is unable for any reason to access the website, the<br> Company must as soon as practicable give notice of the meeting to that Member by any other<br> means permitted by these Articles. This will not affect when that Member is deemed to have<br> received notice of the meeting.
---	---

Time a website notice is deemed to be given

12.19	A<br> website notice is deemed to be given when the Member is given notice of its publication.

Required duration of publication on a website

12.20	Where<br> the notice of meeting is published on a website, it shall continue to be published in the<br> same place on that website from the date of the notification until at least the conclusion<br> of the meeting to which the notice relates.

Accidental omission to give notice or non-receipt of notice

12.21	Proceedings<br> at a meeting shall not be invalidated by the following:
(a)	an<br> accidental failure to give notice of the meeting to any person entitled to notice; or
---	---
(b)	non-receipt<br> of notice of the meeting by any person entitled to notice.
---	---
12.22	In<br> addition, where a notice of meeting is published on a website, proceedings at the meeting<br> shall not be invalidated merely because it is accidentally published:
---	---
(a)	in<br> a different place on the website; or
---	---

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| --- | | (b) | for part only of the period from the date of the notification until the conclusion of the meeting to which the notice relates. | | --- | --- | | 13. | Proceedings at meetings of Members | | --- | --- |

Quorum

13.1

Save as provided in the following Article, no business shall be transacted at any meeting unless a quorum is present in person or by proxy. One or more Members who together hold not less than one-third of the Shares entitled to vote at such meeting being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorised representative or proxy shall be a quorum; provided that a quorum in connection with any meeting that is convened to vote on a Business Combination or any meeting convened with regards to an amendment described in Article 37.9 shall be a majority of the Shares entitled to vote at such meeting being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorised representative or proxy.

Lack of quorum

13.2	If<br> a quorum is not present within 15 minutes of the time appointed for the meeting, or if at<br> any time during the meeting it becomes inquorate, then the following provisions apply:
(a)	If<br> the meeting was requisitioned by Members, it shall be cancelled.
---	---
(b)	In<br> any other case, the meeting shall stand adjourned to the same time and place seven days hence,<br> or to such other time or place as is determined by the directors. If a quorum is not present<br> within 15 minutes of the time appointed for the adjourned meeting, then the meeting shall<br> be dissolved.
---	---

Use of technology

13.3	A<br> person may participate in a general meeting through the medium of conference telephone, video<br> or any other form of communications equipment providing all persons participating in the<br> meeting are able to hear and speak to each other throughout the meeting. A person participating<br> in this way is deemed to be present in person at the meeting.

Chairman

13.4	The<br> chairman of a general meeting shall be the chairman of the board or such other director as<br> the directors have nominated to chair board meetings in the absence of the chairman of the<br> board. Absent any such person being present within 15 minutes of the time appointed for the<br> meeting, the directors present shall elect one of their number to chair the meeting.
13.5	If<br> no director is present within 15 minutes of the time appointed for the meeting, or if no<br> director is willing to act as chairman, the Members present in person or by proxy and entitled<br> to vote shall choose one of their number to chair the meeting.
---	---

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| --- |

Right of a director to attend and speak

13.6	Even<br> if a director is not a Member, he shall be entitled to attend and speak at any general meeting<br> and at any separate meeting of Members holding a particular class of Shares in the Company.

Adjournment and Postponement

13.7	The<br> chairman may at any time adjourn a meeting. The chairman must adjourn the meeting if so directed<br> by the meeting. No business, however, can be transacted at an adjourned meeting other than<br> business which might properly have been transacted at the original meeting.
13.8	Should<br> a meeting be adjourned for more than twenty Clear Days, whether because of a lack of quorum<br> or otherwise, Members shall be given at least five Clear Days’ notice of the date,<br> time and place of the adjourned meeting and the general nature of the business to be transacted.<br> Otherwise it shall not be necessary to give any notice of the adjournment.
---	---
13.9	If,<br> prior to a Business Combination, a notice is issued in respect of a general meeting and the<br> directors, in their absolute discretion, consider that it is impractical or undesirable for<br> any reason to hold that general meeting at the place, the day and the hour specified in the<br> notice calling such general meeting, the directors may postpone the general meeting to another<br> place, day and/or hour provided that notice of the place, the day and the hour of the rearranged<br> general meeting is promptly given to all Members. No business shall be transacted at any<br> postponed meeting other than the business specified in the notice of the original meeting.
---	---
13.10	When<br> a general meeting is postponed for thirty days or more, notice of the postponed meeting shall<br> be given as in the case of an original meeting. Otherwise it shall not be necessary to give<br> any such notice of a postponed meeting. All proxy forms submitted for the original general<br> meeting shall remain valid for the postponed meeting. The directors may postpone a general<br> meeting which has already been postponed.
---	---

Method of voting

13.11	A<br> resolution put to the vote of the meeting shall be decided on a poll.

Taking of a poll

13.12	A<br> poll demanded on the question of adjournment shall be taken immediately.
13.13	A<br> poll demanded on any other question shall be taken either immediately or at an adjourned<br> meeting at such time and place as the chairman directs, not being more than 30 Clear Days<br> after the poll was demanded.
---	---
13.14	The<br> demand for a poll shall not prevent the meeting continuing to transact any business other<br> than the question on which the poll was demanded.
---	---
13.15	A<br> poll shall be taken in such manner as the chairman directs. He may appoint scrutineers (who<br> need not be Members) and fix a place and time for declaring the result of the poll. If, through<br> the aid of technology, the meeting is held in more than place, the chairman may appoint scrutineers<br> in more than place; but if he considers that the poll cannot be effectively monitored at<br> that meeting, the chairman shall adjourn the holding of the poll to a date, place and time<br> when that can occur.
---	---

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| --- |

Chairman’s casting vote

13.16	If<br> the votes on a resolution are equal, the chairman may if he wishes exercise a casting vote.

Amendments to resolutions

13.17	An<br> Ordinary Resolution to be proposed at a general meeting may be amended by Ordinary Resolution<br> if:
(a)	not<br> less than 48 hours before the meeting is to take place (or such later time as the chairman<br> of the meeting may determine), notice of the proposed amendment is given to the Company in<br> writing by a Member entitled to vote at that meeting; and
---	---
(b)	the<br> proposed amendment does not, in the reasonable opinion of the chairman of the meeting, materially<br> alter the scope of the resolution.
---	---
13.18	A<br> Special Resolution to be proposed at a general meeting may be amended by Ordinary Resolution,<br> if:
---	---
(a)	the<br> chairman of the meeting proposes the amendment at the general meeting at which the resolution<br> is to be proposed, and
---	---
(b)	the<br> amendment does not go beyond what the chairman considers is necessary to correct a grammatical<br> or other non-substantive error in the resolution.
---	---
13.19	If<br> the chairman of the meeting, acting in good faith, wrongly decides that an amendment to a<br> resolution is out of order, the chairman’s error does not invalidate the vote on that<br> resolution.
---	---

Written resolutions

13.20	Members<br> may pass a resolution in writing without holding a meeting if the following conditions are<br> met:
(a)	all<br> Members entitled so to vote are given notice of the resolution as if the same were being<br> proposed at a meeting of Members;
---	---
(b)	all<br> Members entitled so to vote :
---	---
(i)	sign<br> a document; or
---	---
(ii)	sign<br> several documents in the like form each signed by one or more of those Members; and
---	---
(c)	the<br> signed document or documents is or are delivered to the Company, including, if the Company<br> so nominates, by delivery of an Electronic Record by Electronic means to the address specified<br> for that purpose.
---	---

Such written resolution shall be as effective as if it had been passed at a meeting of the Members entitled to vote duly convened and held.

13.21	If<br> a written resolution is described as a Special Resolution or as an Ordinary Resolution, it<br> has effect accordingly.

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| --- | | 13.22 | The directors may determine the manner in which written resolutions shall be put to Members. In particular, they may provide, in the form of any written resolution, for each Member to indicate, out of the number of votes the Member would have been entitled to cast at a meeting to consider the resolution, how many votes he wishes to cast in favour of the resolution and how many against the resolution or to be treated as abstentions. The result of any such written resolution shall be determined on the same basis as on a poll. | | --- | --- |

Sole-member company

13.23	If<br> the Company has only one Member, and the Member records in writing his decision on a question,<br> that record shall constitute both the passing of a resolution and the minute of it.
14.	Voting rights of Members
---	---

Right to vote

14.1	Subject<br> to any rights or restrictions attached to any Member’s Shares, or unless a call or<br> other amount presently payable has not been paid, all Members are entitled to vote at a general<br> meeting, and all Members holding Shares of a particular class of Shares are entitled to vote<br> at a meeting of the holders of that class of Shares.
14.2	Members<br> may vote in person or by proxy.
---	---
14.3	Every<br> Member shall have one vote for each Share he holds, unless any Share carries special voting<br> rights.
---	---
14.4	A<br> fraction of a Share shall entitle its holder to an equivalent fraction of one vote.
---	---
14.5	No<br> Member is bound to vote on his Shares or any of them; nor is he bound to vote each of his<br> Shares in the same way.
---	---

Rights of joint holders

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

Representation of corporate Members

14.7	Save<br> where otherwise provided, a corporate Member must act by a duly authorised representative.
14.8	A<br> corporate Member wishing to act by a duly authorised representative must identify that person<br> to the Company by notice in writing.
---	---
14.9	The<br> authorisation may be for any period of time, and must be delivered to the Company not less<br> than two hours before the commencement of the meeting at which it is first used.
---	---
14.10	The<br> directors of the Company may require the production of any evidence which they consider necessary<br> to determine the validity of the notice.
---	---

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| --- | | 14.11 | Where a duly authorised representative is present at a meeting that Member is deemed to be present in person; and the acts of the duly authorised representative are personal acts of that Member. | | --- | --- | | 14.12 | A corporate Member may revoke the appointment of a duly authorised representative at any time by notice to the Company; but such revocation will not affect the validity of any acts carried out by the duly authorised representative before the directors of the Company had actual notice of the revocation. | | --- | --- | | 14.13 | If a clearing house (or its nominee(s)), being a corporation, is a Member, it may authorise such persons as it sees fit to act as its representative at any meeting of the Company or at any meeting of any class of Members provided that the authorisation shall specify the number and class of Shares in respect of which each such representative is so authorised. Each person so authorised under the provisions of this Article shall be deemed to have been duly authorised without further evidence of the facts and be entitled to exercise the same rights and powers on behalf of the clearing house (or its nominee(s)) as if such person was the registered holder of such Shares held by the clearing house (or its nominee(s)). | | --- | --- |

Member with mental disorder

14.14

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

14.15

For the purpose of the preceding Article, evidence to the satisfaction of the directors of the authority of the person claiming to exercise the right to vote must be received not less than 24 hours before holding the relevant meeting or the adjourned meeting in any manner specified for the delivery of forms of appointment of a proxy, whether in writing or by Electronic means. In default, the right to vote shall not be exercisable.

---

Objections to admissibility of votes

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

Form of proxy

14.17	An<br> instrument appointing a proxy shall be in any common form or in any other form approved by<br> the directors.
14.18	The<br> instrument must be in writing and signed in one of the following ways:
---	---
(a)	by<br> the Member; or
---	---
(b)	by<br> the Member’s authorised attorney; or
---	---
(c)	if<br> the Member is a corporation or other body corporate, under seal or signed by an authorised<br> officer, secretary or attorney.
---	---

If the directors so resolve, the Company may accept an Electronic Record of that instrument delivered in the manner specified below and otherwise satisfying these Articles about authentication of Electronic Records.

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| --- | | 14.19 | The directors may require the production of any evidence which they consider necessary to determine the validity of any appointment of a proxy. | | --- | --- | | 14.20 | A Member may revoke the appointment of a proxy at any time by notice to the Company duly signed in accordance with the Article above about signing proxies; but such revocation will not affect the validity of any acts carried out by the proxy before the directors of the Company had actual notice of the revocation. | | --- | --- |

How and when proxy is to be delivered

14.21	Subject<br> to the following Articles, the form of appointment of a proxy and any authority under which<br> it is signed (or a copy of the authority certified notarially or in any other way approved<br> by the directors) must be delivered so that it is received by the Company not less than 48<br> hours before the time for holding the meeting or adjourned meeting at which the person named<br> in the form of appointment of proxy proposes to vote. They must be delivered in either of<br> the following ways:
(a)	In<br> the case of an instrument in writing, it must be left at or sent by post:
---	---
(i)	to<br> the registered office of the Company; or
---	---
(ii)	to<br> such other place specified in the notice convening the meeting or in any form of appointment<br> of proxy sent out by the Company in relation to the meeting.
---	---
(b)	If,<br> pursuant to the notice provisions, a notice may be given to the Company in an Electronic<br> Record, an Electronic Record of an appointment of a proxy must be sent to the address specified<br> pursuant to those provisions unless another address for that purpose is specified:
---	---
(i)	in<br> the notice convening the meeting; or
---	---
(ii)	in<br> any form of appointment of a proxy sent out by the Company in relation to the meeting; or
---	---
(iii)	in<br> any invitation to appoint a proxy issued by the Company in relation to the meeting.
---	---
14.22	Where<br> a poll is taken:
---	---
(a)	if<br> it is taken more than seven Clear Days after it is demanded, the form of appointment of a<br> proxy and any accompanying authority (or an Electronic Record of the same) must be delivered<br> as required under the preceding Article not less than 24 hours before the time appointed<br> for the taking of the poll;
---	---
(b)	but<br> if it to be taken within seven Clear Days after it was demanded, the form of appointment<br> of a proxy and any accompanying authority (or an Electronic Record of the same) must be e<br> delivered as required under the preceding Article not less than two hours before the time<br> appointed for the taking of the poll.
---	---
14.23	If<br> the form of appointment of proxy is not delivered on time, it is invalid.
---	---

Voting by proxy

14.24

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

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---
---	---

Unless otherwise determined by Ordinary Resolution, the minimum number of directors shall be one and the maximum shall be ten.

16.	Appointment, disqualification and removal of directors

No age limit

16.1	There<br> is no age limit for directors save that they must be aged at least 18 years.

Corporate directors

16.2	Unless<br> prohibited by law, a body corporate may be a director. If a body corporate is a director,<br> these Articles about representation of corporate Members at general meetings apply, mutatis<br> mutandis, to these Articles about directors’ meetings.

No shareholding qualification

16.3	Unless<br> a shareholding qualification for directors is fixed by Ordinary Resolution, no director shall<br> be required to own Shares as a condition of his appointment.

Appointment and removal of directors

16.4	All<br> directors shall hold office until the expiration of their respective terms of office and<br> until their successors shall have been elected and qualified. A director elected to fill<br> a vacancy resulting from the death, resignation or removal of a director shall serve for<br> the remainder of the full term of the director whose death, resignation or removal shall<br> have created such vacancy and until his successor shall have been elected and qualified.
16.5	After<br> the closing of a Business Combination, the Company may by Ordinary Resolution appoint any<br> person to be a director or may by Ordinary Resolution remove any director.
---	---
16.6	Without<br> prejudice to the Company’s power to appoint a person to be a director pursuant to these<br> Articles, the directors shall have power at any time to appoint any person who is willing<br> to act as a director, either to fill a vacancy or as an additional director. A director elected<br> to fill a vacancy resulting from the death, resignation or removal of a director shall serve<br> for the remainder of the full term of the director whose death, resignation or removal shall<br> have created such vacancy and until his successor shall have been elected and qualified.
---	---
16.7	Notwithstanding<br> the other provisions of these Articles, in any case where, as a result of death, the Company<br> has no directors and no shareholders, the personal representatives of the last shareholder<br> to have died have the power, by notice in writing to the Company, to appoint a person to<br> be a director. For the purpose of this Article:
---	---
(a)	where<br> two or more shareholders die in circumstances rendering it uncertain who was the last to<br> die, a younger shareholder is deemed to have survived an older shareholder;
---	---

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| --- | | (b) | if the last shareholder died leaving a will which disposes of that shareholder’s shares in the Company (whether by way of specific gift, as part of the residuary estate, or otherwise): | | --- | --- | | (i) | the expression personal representatives of the last shareholder means: | | --- | --- | | (A) | until a grant of probate in respect of that will has been obtained from the Grand Court of the Cayman Islands, all of the executors named in that will who are living at the time the power of appointment under this Article is exercised; and | | --- | --- | | (B) | after such grant of probate has been obtained, only such of those executors who have proved that will; | | --- | --- | | (ii) | without derogating from section 3(1) of the Succession Act (Revised), the executors named in that will may exercise the power of appointment under this Article without first obtaining a grant of probate. | | --- | --- | | 16.8 | A remaining director may appoint a director even though there is not a quorum of directors. | | --- | --- | | 16.9 | No appointment can cause the number of directors to exceed the maximum; and any such appointment shall be invalid. | | --- | --- | | 16.10 | For so long as Shares are listed on a Designated Stock Exchange, the directors shall include at least such number of Independent Directors as Applicable Law or the rules and regulations of the Designated Stock Exchange require, subject to applicable phase-in rules of the Designated Stock Exchange. | | --- | --- |

Resignation of directors

16.11	A<br> director may at any time resign office by giving to the Company notice in writing or, if<br> permitted pursuant to the notice provisions, in an Electronic Record delivered in either<br> case in accordance with those provisions.
16.12	Unless<br> the notice specifies a different date, the director shall be deemed to have resigned on the<br> date that the notice is delivered to the Company.
---	---

Termination of the office of director

16.13	A<br> director’s office shall be terminated forthwith if:
(a)	he<br> is prohibited by the law of the Islands from acting as a director; or
---	---
(b)	he<br> is made bankrupt or makes an arrangement or composition with his creditors generally; or
---	---
(c)	in<br> the opinion of a registered medical practitioner by whom he is being treated he becomes physically<br> or mentally incapable of acting as a director; or
---	---
(d)	he<br> is made subject to any law relating to mental health or incompetence, whether by court order<br> or otherwise;
---	---

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| --- | | (e) | without the consent of the other directors, he is absent from meetings of directors for a continuous period of six months; or | | --- | --- | | (f) | all of the other directors (being not less than two in number) determine that he should be removed as a director, either by a resolution passed by all of the other directors at a meeting of the directors duly convened and held in accordance with these Articles or by a resolution in writing signed by all of the other directors. | | --- | --- | | 17. | Alternate directors | | --- | --- |

Appointment and removal

17.1	Any<br> director may appoint any other person, including another director, to act in his place as<br> an alternate director. No appointment shall take effect until the director has given notice<br> of the appointment to the other directors. Such notice must be given to each other director<br> by either of the following methods:
(a)	by<br> notice in writing in accordance with the notice provisions;
---	---
(b)	if<br> the other director has an email address, by emailing to that address a scanned copy of the<br> notice as a PDF attachment (the PDF version being deemed to be the notice unless Article<br> 32.7 applies), in which event notice shall be taken to be given on the date of receipt by<br> the recipient in readable form. For the avoidance of doubt, the same email may be sent to<br> the email address of more than one director (and to the email address of the Company pursuant<br> to Article 17.4(c)).
---	---
17.2	Without<br> limitation to the preceding Article, a director may appoint an alternate for a particular<br> meeting by sending an email to his fellow directors informing them that they are to take<br> such email as notice of such appointment for such meeting. Such appointment shall be effective<br> without the need for a signed notice of appointment or the giving of notice to the Company<br> in accordance with Article 17.4.
---	---
17.3	A<br> director may revoke his appointment of an alternate at any time. No revocation shall take<br> effect until the director has given notice of the revocation to the other directors. Such<br> notice must be given by either of the methods specified in Article 17.1.
---	---
17.4	A<br> notice of appointment or removal of an alternate director must also be given to the Company<br> by any of the following methods:
---	---
(a)	by<br> notice in writing in accordance with the notice provisions;
---	---
(b)	if<br> the Company has a facsimile address for the time being, by sending by facsimile transmission<br> to that facsimile address a facsimile copy or, otherwise, by sending by facsimile transmission<br> to the facsimile address of the Company’s registered office a facsimile copy (in either<br> case, the facsimile copy being deemed to be the notice unless Article 32.7 applies), in which<br> event notice shall be taken to be given on the date of an error-free transmission report<br> from the sender’s fax machine;
---	---
(c)	if<br> the Company has an email address for the time being, by emailing to that email address a<br> scanned copy of the notice as a PDF attachment or, otherwise, by emailing to the email address<br> provided by the Company’s registered office a scanned copy of the notice as a PDF attachment<br> (in either case, the PDF version being deemed to be the notice unless Article 32.7 applies),<br> in which event notice shall be taken to be given on the date of receipt by the Company or<br> the Company’s registered office (as appropriate) in readable form; or
---	---

| 29 |

| --- | | (d) | if permitted pursuant to the notice provisions, in some other form of approved Electronic Record delivered in accordance with those provisions in writing. | | --- | --- |

Notices

17.5	All<br> notices of meetings of directors shall continue to be given to the appointing director and<br> not to the alternate.

Rights of alternate director

17.6	An<br> alternate director shall be entitled to attend and vote at any board meeting or meeting of<br> a committee of the directors at which the appointing director is not personally present,<br> and generally to perform all the functions of the appointing director in his absence.
17.7	For<br> the avoidance of doubt:
---	---
(a)	if<br> another director has been appointed an alternate director for one or more directors, he shall<br> be entitled to a separate vote in his own right as a director and in right of each other<br> director for whom he has been appointed an alternate; and
---	---
(b)	if<br> a person other than a director has been appointed an alternate director for more than one<br> director, he shall be entitled to a separate vote in right of each director for whom he has<br> been appointed an alternate.
---	---
17.8	An<br> alternate director, however, is not entitled to receive any remuneration from the Company<br> for services rendered as an alternate director.
---	---

Appointment ceases when the appointor ceases to be a director

17.9	An<br> alternate director shall cease to be an alternate director if the director who appointed<br> him ceases to be a director.

Status of alternate director

17.10	An<br> alternate director shall carry out all functions of the director who made the appointment.
17.11	Save<br> where otherwise expressed, an alternate director shall be treated as a director under these<br> Articles.
---	---
17.12	An<br> alternate director is not the agent of the director appointing him.
---	---
17.13	An<br> alternate director is not entitled to any remuneration for acting as alternate director.
---	---

Status of the director making the appointment

17.14	A<br> director who has appointed an alternate is not thereby relieved from the duties which he<br> owes the Company.

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---
---	---

Powers of directors

18.1	Subject<br> to the provisions of the Act, the Memorandum and these Articles, the business of the Company<br> shall be managed by the directors who may for that purpose exercise all the powers of the<br> Company.
18.2	No<br> prior act of the directors shall be invalidated by any subsequent alteration of the Memorandum<br> or these Articles. However, to the extent allowed by the Act, following the consummation<br> of the IPO Members may by Special Resolution validate any prior or future act of the directors<br> which would otherwise be in breach of their duties.
---	---

Appointments to office

18.3	The<br> directors may appoint a director:
(a)	as<br> chairman of the board of directors;
---	---
(b)	as<br> vice-chairman of the board of directors;
---	---
(c)	as<br> managing director;
---	---
(d)	to<br> any other executive office
---	---

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

18.4	The<br> appointee must consent in writing to holding that office.
18.5	Where<br> a chairman is appointed he shall, unless unable to do so, preside at every meeting of directors.
---	---
18.6	If<br> there is no chairman, or if the chairman is unable to preside at a meeting, that meeting<br> may select its own chairman; or the directors may nominate one of their number to act in<br> place of the chairman should he ever not be available.
---	---
18.7	Subject<br> to the provisions of the Act, the directors may also appoint any person, who need not be<br> a director:
---	---
(a)	as<br> Secretary; and
---	---
(b)	to<br> any office that may be required (including, for the avoidance of doubt, one or more chief<br> executive officers, presidents, a chief financial officer, a treasurer, vice-presidents,<br> one or more assistant vice-presidents, one or more assistant treasurers and one or more assistant<br> secretaries),
---	---

for such period and on such terms, including as to remuneration, as they think fit. In the case of an Officer, that Officer may be given any title the directors decide.

18.8	The<br> Secretary or Officer must consent in writing to holding that office.
18.9	A<br> director, Secretary or other Officer of the Company may not hold the office, or perform the<br> services, of Auditor.
---	---

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| --- |

Remuneration

18.10	The<br> remuneration to be paid to the directors, if any, shall be such remuneration as the directors<br> shall determine, provided that no cash remuneration shall be paid to any director prior to<br> the consummation of a Business Combination. The directors shall also, whether prior to or<br> after the consummation of a Business Combination, be entitled to be paid all out of pocket<br> expenses properly incurred by them in connection with activities on behalf of the Company,<br> including identifying and consummating a Business Combination.
18.11	Remuneration<br> may take any form and may include arrangements to pay pensions, health insurance, death or<br> sickness benefits, whether to the director or to any other person connected to or related<br> to him.
---	---
18.12	Unless<br> his fellow directors determine otherwise, a director is not accountable to the Company for<br> remuneration or other benefits received from any other company which is in the same group<br> as the Company or which has common shareholdings.
---	---

Disclosure of information

18.13	The<br> directors may release or disclose to a third party any information regarding the affairs<br> of the Company, including any information contained in the Register of Members relating to<br> a Member, (and they may authorise any director, Officer or other authorised agent of the<br> Company to release or disclose to a third party any such information in his possession) if:
(a)	the<br> Company or that person, as the case may be, is lawfully required to do so under the laws<br> of any jurisdiction to which the Company is subject; or
---	---
(b)	such<br> disclosure is in compliance with the rules and regulations of the Designated Stock Exchange,<br> the SEC and/or any other competent regulatory authority or otherwise under Applicable Law;<br> or
---	---
(c)	such<br> disclosure is in accordance with any contract entered into by the Company; or
---	---
(d)	the<br> directors are of the opinion such disclosure would assist or facilitate the Company’s<br> operations.
---	---
19.	Delegation of powers
---	---

Power to delegate any of the directors’ powers to a committee

19.1	The<br> directors may delegate any of their powers to any committee consisting of one or more persons<br> who need not be Members (including, without limitation, the Audit Committee, the Compensation<br> Committee and the Nominating Committee). Persons on the committee may include non-directors<br> so long as the majority of those persons are directors.
19.2	The<br> delegation may be collateral with, or to the exclusion of, the directors’ own powers.
---	---
19.3	The<br> delegation may be on such terms as the directors think fit, including provision for the committee<br> itself to delegate to a sub-committee; save that any delegation must be capable of being<br> revoked or altered by the directors at will.
---	---

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| --- | | 19.4 | Unless otherwise permitted by the directors, a committee must follow the procedures prescribed for the taking of decisions by directors. | | --- | --- | | 19.5 | The directors may adopt formal written charters for committees and, if so adopted, shall review and assess the adequacy of such formal written charters on an annual basis. Each of these committees shall be empowered to do all things necessary to exercise the rights of such committee set forth in the Articles and shall have such powers as the directors may delegate pursuant to the Articles and as required by the rules and regulations of the Designated Stock Exchange, the SEC and/or any other competent regulatory authority or otherwise under Applicable Law. Each of the Audit Committee, the Compensation Committee and the Nominating Committee, if established, shall consist of such number of directors as the directors shall from time to time determine (or such minimum number as may be required from time to time by the rules and regulations of the Designated Stock Exchange, the SEC and/or any other competent regulatory authority or otherwise under Applicable Law). For so long as any class of Shares is listed on the Designated Stock Exchange, the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee shall be made up of such number of Independent Directors as is required from time to time by the rules and regulations of the rules and regulations of the Designated Stock Exchange, the SEC and/or any other competent regulatory authority or otherwise under Applicable Law. | | --- | --- |

Power to appoint an agent of the Company

19.6	The<br> directors may appoint any person, either generally or in respect of any specific matter,<br> to be the agent of the Company with or without authority for that person to delegate all<br> or any of that person’s powers. The directors may make that appointment:
(a)	by<br> causing the Company to enter into a power of attorney or agreement; or
---	---
(b)	in<br> any other manner they determine.
---	---

Power to appoint an attorney or authorised signatory of the Company

19.7	The<br> directors may appoint any person, whether nominated directly or indirectly by the directors,<br> to be the attorney or the authorised signatory of the Company. The appointment may be:
(a)	for<br> any purpose;
---	---
(b)	with<br> the powers, authorities and discretions;
---	---
(c)	for<br> the period; and
---	---
(d)	subject<br> to such conditions
---	---

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

19.8

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

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Power to appoint a proxy

19.9	Any<br> director may appoint any other person, including another director, to represent him at any<br> meeting of the directors. If a director appoints a proxy, then for all purposes the presence<br> or vote of the proxy shall be deemed to be that of the appointing director.
19.10	Articles<br> 17.1 to 17.4 inclusive (relating to the appointment by directors of alternate directors)<br> apply, mutatis mutandis, to the appointment of proxies by directors.
---	---
19.11	A<br> proxy is an agent of the director appointing him and is not an Officer.
---	---
20.	Meetings of directors
---	---

Regulation of directors’ meetings

20.1	Subject<br> to the provisions of these Articles, the directors may regulate their proceedings as they<br> think fit.

Calling meetings

20.2	Any<br> director may call a meeting of directors at any time. The Secretary, if any, must call a<br> meeting of the directors if requested to do so by a director.

Notice of meetings

20.3	Every<br> director shall be given notice of a meeting, although a director may waive retrospectively<br> the requirement to be given notice. Notice may be oral. Attendance at a meeting without written<br> objection shall be deemed to be a waiver of such notice requirement.

Period of notice

20.4	At<br> least five Clear Days’ notice of a meeting of directors must be given to directors.<br> A meeting may be convened on shorter notice with the consent of all directors.

Use of technology

20.5	A<br> director may participate in a meeting of directors through the medium of conference telephone,<br> video or any other form of communications equipment providing all persons participating in<br> the meeting are able to hear and speak to each other throughout the meeting.
20.6	A<br> director participating in this way is deemed to be present in person at the meeting.
---	---

Place of meetings

20.7	If<br> all the directors participating in a meeting are not in the same place, they may decide that<br> the meeting is to be treated as taking place wherever any of them is.

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| --- |

Quorum

20.8	The<br> quorum for the transaction of business at a meeting of directors shall be two unless the<br> directors fix some other number or unless the Company has only one director.

Voting

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

Validity

20.10	Anything<br> done at a meeting of directors is unaffected by the fact that it is later discovered that<br> any person was not properly appointed, or had ceased to be a director, or was otherwise not<br> entitled to vote.

Recording of dissent

20.11	A<br> director present at a meeting of directors shall be presumed to have assented to any action<br> taken at that meeting unless:
(a)	his<br> dissent is entered in the minutes of the meeting; or
---	---
(b)	he<br> has filed with the meeting before it is concluded signed dissent from that action; or
---	---
(c)	he<br> has forwarded to the Company as soon as practical following the conclusion of that meeting<br> signed dissent.
---	---

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

Written resolutions

20.12	The<br> directors may pass a resolution in writing without holding a meeting if all directors sign<br> a document or sign several documents in the like form each signed by one or more of those<br> directors.
20.13	Despite<br> the foregoing, a resolution in writing signed by a validly appointed alternate director or<br> by a validly appointed proxy need not also be signed by the appointing director. If a written<br> resolution is signed personally by the appointing director, it need not also be signed by<br> his alternate or proxy.
---	---
20.14	Such<br> written resolution shall be as effective as if it had been passed at a meeting of the directors<br> duly convened and held; and it shall be treated as having been passed on the day and at the<br> time that the last director signs.
---	---

Sole director’s minute

20.15	Where<br> a sole director signs a minute recording his decision on a question, that record shall constitute<br> the passing of a resolution in those terms.

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---
---	---

Permissible interests subject to disclosure

21.1	Save<br> as expressly permitted by these Articles or as set out below, a director may not have a direct<br> or indirect interest or duty which conflicts or may possibly conflict with the interests<br> of the Company.
21.2	If,<br> notwithstanding the prohibition in the preceding Article, a director discloses to his fellow<br> directors the nature and extent of any material interest or duty in accordance with the next<br> Article, he may:
---	---
(a)	be<br> a party to, or otherwise interested in, any transaction or arrangement with the Company or<br> in which the Company is or may otherwise be interested; or
---	---
(b)	be<br> interested in another body corporate promoted by the Company or in which the Company is otherwise<br> interested. In particular, the director may be a director, secretary or officer of, or employed<br> by, or be a party to any transaction or arrangement with, or otherwise interested in, that<br> other body corporate.
---	---
21.3	Such<br> disclosure may be made at a meeting of the board or otherwise (and, if otherwise, it must<br> be made in writing). The director must disclose the nature and extent of his direct or indirect<br> interest in or duty in relation to a transaction or arrangement or series of transactions<br> or arrangements with the Company or in which the Company has any material interest.
---	---
21.4	If<br> a director has made disclosure in accordance with the preceding Article, then he shall not,<br> by reason only of his office, be accountable to the Company for any benefit that he derives<br> from any such transaction or arrangement or from any such office or employment or from any<br> interest in any such body corporate, and no such transaction or arrangement shall be liable<br> to be avoided on the ground of any such interest or benefit.
---	---

Notification of interests

21.5	For<br> the purposes of the preceding Articles:
(a)	a<br> general notice that a director gives to the other directors that he is to be regarded as<br> having an interest of the nature and extent specified in the notice in any transaction or<br> arrangement in which a specified person or class of persons is interested shall be deemed<br> to be a disclosure that he has an interest in or duty in relation to any such transaction<br> of the nature and extent so specified; and
---	---
(b)	an<br> interest of which a director has no knowledge and of which it is unreasonable to expect him<br> to have knowledge shall not be treated as an interest of his.
---	---

Voting where a director is interested in a matter

21.6

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

21.7

Where proposals are under consideration concerning the appointment of two or more directors to offices or employment with the Company or any body corporate in which the Company is interested, the proposals may be divided and considered in relation to each director separately and each of the directors concerned shall be entitled to vote and be counted in the quorum in respect of each resolution except that concerning his or her own appointment.

---

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---
---	---

The Company shall cause minutes to be made in books kept for the purpose in accordance with the Act.

23.	Accounts and audit

Accounting and other records

23.1	The<br> directors must ensure that proper accounting and other records are kept, and that accounts<br> and associated reports are distributed in accordance with the requirements of the Act.

No automatic right of inspection

23.2	Members<br> are only entitled to inspect the Company’s records if they are expressly entitled to<br> do so by law, or by resolution made by the directors or passed by Ordinary Resolution.

Sending of accounts and reports

23.3	The<br> Company’s accounts and associated directors’ report or auditor’s report<br> that are required or permitted to be sent to any person pursuant to any law shall be treated<br> as properly sent to that person if:
(a)	they<br> are sent to that person in accordance with the notice provisions: or
---	---
(b)	they<br> are published on a website providing that person is given separate notice of:
---	---
(i)	the<br> fact that publication of the documents has been published on the website;
---	---
(ii)	the<br> address of the website; and
---	---
(iii)	the<br> place on the website where the documents may be accessed; and
---	---
(iv)	how<br> they may be accessed.
---	---
23.4	If,<br> for any reason, a person notifies the Company that he is unable to access the website, the<br> Company must, as soon as practicable, send the documents to that person by any other means<br> permitted by these Articles. This, however, will not affect when that person is taken to<br> have received the documents under the next Article.
---	---

Time of receipt if documents are published on a website

23.5	Documents<br> sent by being published on a website in accordance with the preceding two Articles are only<br> treated as sent at least five Clear Days before the date of the meeting at which they are<br> to be laid if:
(a)	the<br> documents are published on the website throughout a period beginning at least five Clear<br> Days before the date of the meeting and ending with the conclusion of the meeting; and
---	---

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| --- | | (b) | the person is given at least five Clear Days’ notice of the hearing. | | --- | --- |

Validity despite accidental error in publication on website

23.6	If,<br> for the purpose of a meeting, documents are sent by being published on a website in accordance<br> with the preceding Articles, the proceedings at that meeting are not invalidated merely because:
(a)	those<br> documents are, by accident, published in a different place on the website to the place notified;<br> or
---	---
(b)	they<br> are published for part only of the period from the date of notification until the conclusion<br> of that meeting.
---	---

Audit

23.7	The<br> directors may appoint an Auditor of the Company who shall hold office on such terms as the<br> directors determine.
23.8	Without<br> prejudice to the freedom of the directors to establish any other committee, if the Shares<br> (or depositary receipts therefor) are listed or quoted on the Designated Stock Exchange,<br> and if required by the Designated Stock Exchange, the directors shall establish and maintain<br> an Audit Committee as a committee of the directors and shall adopt a formal written Audit<br> Committee charter and review and assess the adequacy of the formal written charter on an<br> annual basis. The composition and responsibilities of the Audit Committee shall comply with<br> the rules and regulations of the SEC and the Designated Stock Exchange. The Audit Committee<br> shall meet at least once every financial quarter, or more frequently as circumstances dictate.
---	---
23.9	If<br> the Shares are listed or quoted on the Designated Stock Exchange, the Company shall conduct<br> an appropriate review of all related party transactions on an ongoing basis and shall utilise<br> the Audit Committee for the review and approval of potential conflicts of interest.
---	---
23.10	The<br> remuneration of the Auditor shall be fixed by the Audit Committee (if one exists).
---	---
23.11	If<br> the office of Auditor becomes vacant by resignation or death of the Auditor, or by his becoming<br> incapable of acting by reason of illness or other disability at a time when his services<br> are required, the directors shall fill the vacancy and determine the remuneration of such<br> Auditor.
---	---
23.12	Every<br> Auditor of the Company shall have a right of access at all times to the books and accounts<br> and vouchers of the Company and shall be entitled to require from the directors and officers<br> of the Company such information and explanation as may be necessary for the performance of<br> the duties of the Auditor.
---	---
23.13	Auditors<br> shall, if so required by the directors, make a report on the accounts of the Company during<br> their tenure of office at the next annual general meeting following their appointment in<br> the case of a company which is registered with the Registrar of Companies as an ordinary<br> company, and at the next extraordinary general meeting following their appointment in the<br> case of a company which is registered with the Registrar of Companies as an exempted company,<br> and at any other time during their term of office, upon request of the directors or any general<br> meeting of the Members.
---	---
24.14	Any<br> payment made to members of the Audit Committee (if one exists) shall require the review and<br> approval of the directors, with any director interested in such payment abstaining from such<br> review and approval.
---	---

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| --- | | 24.15 | The Audit Committee shall monitor compliance with the terms of the IPO and, if any non-compliance is identified, the Audit Committee shall be charged with the responsibility to take all action necessary to rectify such non-compliance or otherwise cause compliance with the terms of the IPO. | | --- | --- | | 24. | Financial year | | --- | --- |

Unless the directors otherwise specify, the financial year of the Company:

(a)	shall<br> end on 31st December in the year of its incorporation and each following year; and
(b)	shall<br> begin when it was incorporated and on 1st January each following year.
---	---
25.	Record dates
---	---

Except to the extent of any conflicting rights attached to Shares, the directors may fix any time and date as the record date for:

(a)	calling<br> a general meeting;
(b)	declaring<br> or paying a dividend;
---	---
(c)	making<br> or issuing an allotment of Shares; or
---	---
(d)	conducting<br> any other business required pursuant to these Articles.
---	---

The record date may be before or after the date on which a dividend, allotment or issue is declared, paid or made.

26.	Dividends

Declaration of dividends by Members

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

Payment of interim dividends and declaration of final dividends by directors

26.2	The<br> directors may pay interim dividends or declare final dividends in accordance with the respective<br> rights of the Members if it appears to them that they are justified by the financial position<br> of the Company and that such dividends may lawfully be paid.
26.3	Subject<br> to the provisions of the Act, in relation to the distinction between interim dividends and<br> final dividends, the following applies:
---	---
(a)	Upon<br> determination to pay a dividend or dividends described as interim by the directors in the<br> dividend resolution, no debt shall be created by the declaration until such time as payment<br> is made.
---	---

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| --- | | (b) | Upon declaration of a dividend or dividends described as final by the directors in the dividend resolution, a debt shall be created immediately following the declaration, the due date to be the date the dividend is stated to be payable in the resolution. | | --- | --- |

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

26.4	In<br> relation to Shares carrying differing rights to dividends or rights to dividends at a fixed<br> rate, the following applies:
(a)	If<br> the share capital is divided into different classes, the directors may pay dividends on Shares<br> which confer deferred or non- preferred rights with regard to dividends as well as on Shares<br> which confer preferential rights with regard to dividends but no dividend shall be paid on<br> Shares carrying deferred or non-preferred rights if, at the time of payment, any preferential<br> dividend is in arrears.
---	---
(b)	The<br> directors may also pay, at intervals settled by them, any dividend payable at a fixed rate<br> if it appears to them that there are sufficient funds of the Company lawfully available for<br> distribution to justify the payment.
---	---
(c)	If<br> the directors act in good faith, they shall not incur any liability to the Members holding<br> Shares conferring preferred rights for any loss those Members may suffer by the lawful payment<br> of the dividend on any Shares having deferred or non-preferred rights.
---	---

Apportionment of dividends

26.5

Except as otherwise provided by the rights attached to Shares, all dividends shall be declared and paid according to the amounts paid up on the Shares on which the dividend is paid. All dividends shall be apportioned and paid proportionately to the amount paid up on the Shares during the time or part of the time in respect of which the dividend is paid. If a Share is issued on terms providing that it shall rank for dividend as from a particular date, that Share shall rank for dividend accordingly.

Right of set off

26.6	The<br> directors may deduct from a dividend or any other amount payable to a person in respect of<br> a Share any amount due by that person to the Company on a call or otherwise in relation to<br> a Share.

Power to pay other than in cash

26.7	If<br> the directors so determine, any resolution declaring a dividend may direct that it shall<br> be satisfied wholly or partly by the distribution of assets. If a difficulty arises in relation<br> to the distribution, the directors may settle that difficulty in any way they consider appropriate.<br> For example, they may do any one or more of the following:
(a)	issue<br> fractional Shares;
---	---
(b)	fix<br> the value of assets for distribution and make cash payments to some Members on the footing<br> of the value so fixed in order to adjust the rights of Members; and
---	---
(c)	vest<br> some assets in trustees.
---	---

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| --- |

How payments may be made

26.8	A<br> dividend or other monies payable on or in respect of a Share may be paid in any of the following<br> ways:
(a)	if<br> the Member holding that Share or other person entitled to that Share nominates a bank account<br> for that purpose - by wire transfer to that bank account; or
---	---
(b)	by<br> cheque or warrant sent by post to the registered address of the Member holding that Share<br> or other person entitled to that Share.
---	---
26.9	For<br> the purpose of paragraph (a) of the preceding Article, the nomination may be in writing or<br> in an Electronic Record and the bank account nominated may be the bank account of another<br> person. For the purpose of paragraph (b) of the preceding Article, subject to any Applicable<br> Law or regulation, the cheque or warrant shall be made to the order of the Member holding<br> that Share or other person entitled to the Share or to his nominee, whether nominated in<br> writing or in an Electronic Record, and payment of the cheque or warrant shall be a good<br> discharge to the Company.
---	---
26.10	If<br> two or more persons are registered as the holders of the Share or are jointly entitled to<br> it by reason of the death or bankruptcy of the registered holder (Joint Holders), a dividend<br> (or other amount) payable on or in respect of that Share may be paid as follows:
---	---
(a)	to<br> the registered address of the Joint Holder of the Share who is named first on the Register<br> of Members or to the registered address of the deceased or bankrupt holder, as the case may<br> be; or
---	---
(b)	to<br> the address or bank account of another person nominated by the Joint Holders, whether that<br> nomination is in writing or in an Electronic Record.
---	---
26.11	Any<br> Joint Holder of a Share may give a valid receipt for a dividend (or other amount) payable<br> in respect of that Share.
---	---

Dividends or other moneys not to bear interest in absence of special rights

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

Dividends unable to be paid or unclaimed

26.13	If<br> a dividend cannot be paid to a Member or remains unclaimed within six weeks after it was<br> declared or both, the directors may pay it into a separate account in the Company’s<br> name. If a dividend is paid into a separate account, the Company shall not be constituted<br> trustee in respect of that account and the dividend shall remain a debt due to the Member.
26.14	A<br> dividend that remains unclaimed for a period of six years after it became due for payment<br> shall be forfeited to, and shall cease to remain owing by, the Company.
---	---

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---
---	---

Capitalisation of profits or of any share premium account or capital redemption reserve

27.1	The<br> directors may resolve to capitalise:
(a)	any<br> part of the Company’s profits not required for paying any preferential dividend (whether<br> or not those profits are available for distribution); or
---	---
(b)	any<br> sum standing to the credit of the Company’s share premium account or capital redemption<br> reserve, if any.
---	---

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

(a)	by<br> paying up the amounts unpaid on that Member’s Shares;
(b)	by<br> issuing Fully Paid Shares, debentures or other securities of the Company to that Member or<br> as that Member directs. The directors may resolve that any Shares issued to the Member in<br> respect of partly paid Shares (Original Shares) rank for dividend only to the extent that<br> the Original Shares rank for dividend while those Original Shares remain partly paid.
---	---

Applying an amount for the benefit of members

27.2	The<br> amount capitalised must be applied to the benefit of Members in the proportions to which<br> the Members would have been entitled to dividends if the amount capitalised had been distributed<br> as a dividend.
27.3	Subject<br> to the Act, if a fraction of a Share, a debenture, or other security is allocated to a Member,<br> the directors may issue a fractional certificate to that Member or pay him the cash equivalent<br> of the fraction.
---	---
28.	Share premium account
---	---

directors to maintain share premium account

28.1	The<br> directors shall establish a share premium account in accordance with the Act. They shall<br> carry to the credit of that account from time to time an amount equal to the amount or value<br> of the premium paid on the issue of any Share or capital contributed or such other amounts<br> required by the Act.

Debits to share premium account

28.2	The<br> following amounts shall be debited to any share premium account:
(a)	on<br> the redemption or purchase of a Share, the difference between the nominal value of that Share<br> and the redemption or purchase price; and
---	---
(b)	any<br> other amount paid out of a share premium account as permitted by the Act.
---	---

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| --- | | 28.3 | Notwithstanding the preceding Article, on the redemption or purchase of a Share, the directors may pay the difference between the nominal value of that Share and the redemption purchase price out of the profits of the Company or, as permitted by the Act, out of capital. | | --- | --- | | 29. | Seal | | --- | --- |

Company seal

29.1	The<br> Company may have a seal if the directors so determine.

Duplicate seal

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

When and how seal is to be used

29.3	A<br> seal may only be used by the authority of the directors. Unless the directors otherwise determine,<br> a document to which a seal is affixed must be signed in one of the following ways:
(a)	by<br> a director (or his alternate) and the Secretary; or
---	---
(b)	by<br> a single director (or his alternate).
---	---

If no seal is adopted or used

29.4	If<br> the directors do not adopt a seal, or a seal is not used, a document may be executed in the<br> following manner:
(a)	by<br> a director (or his alternate) or any Officer to which authority has been delegated by resolution<br> duly adopted by the directors; or
---	---
(b)	by<br> a single director (or his alternate); or
---	---
(c)	in<br> any other manner permitted by the Act.
---	---

Power to allow non-manual signatures and facsimile printing of seal

29.5	The<br> directors may determine that either or both of the following applies:
(a)	that<br> the seal or a duplicate seal need not be affixed manually but may be affixed by some other<br> method or system of reproduction;
---	---
(b)	that<br> a signature required by these Articles need not be manual but may be a mechanical or Electronic<br> Signature.
---	---

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Validity of execution

29.6

If a document is duly executed and delivered by or on behalf of the Company, it shall not be regarded as invalid merely because, at the date of the delivery, the Secretary, or the director, or other Officer or person who signed the document or affixed the seal for and on behalf of the Company ceased to be the Secretary or hold that office and authority on behalf of the Company.

30.

Indemnity

---

Indemnity

30.1	To<br> the extent permitted by Applicable Law, the Company shall indemnify each existing or former<br> Secretary, director (including alternate director), and other Officer of the Company (including<br> an investment adviser or an administrator or liquidator) and their personal representatives<br> against:
(a)	all<br> actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or<br> sustained by the existing or former Secretary, director or Officer in or about the conduct<br> of the Company’s business or affairs or in the execution or discharge of the existing<br> or former Secretary’s, director’s or Officer’s duties, powers, authorities<br> or discretions; and
---	---
(b)	without<br> limitation to paragraph (a), all costs, expenses, losses or liabilities incurred by the existing<br> or former Secretary, director or Officer in defending (whether successfully or otherwise)<br> any civil, criminal, administrative or investigative proceedings (whether threatened, pending<br> or completed) concerning the Company or its affairs in any court or tribunal, whether in<br> the Islands or elsewhere.
---	---

Such indemnity only applies if the directors are of the view that, in the absence of fraud, wilful default or wilful neglect, such existing or former Secretary, director or Officer acted honestly and in good faith with a view to what the person believes is in the best interests of the Company and, in the case of criminal proceedings, such person had no reasonable cause to believe that their conduct was unlawful. No such existing or former Secretary, director or Officer, however, shall be indemnified in respect of any matter arising out of his own actual fraud, wilful default or wilful neglect.

30.2

To the extent permitted by Applicable Law, the Company may make a payment, or agree to make a payment, whether by way of advance, loan or otherwise, for any legal costs incurred by an existing or former Secretary, director or Officer of the Company in respect of any matter identified in paragraph (a) or paragraph (b) of the preceding Article on condition that the Secretary, director or Officer must repay the amount paid by the Company to the extent that it is ultimately found not liable to indemnify the Secretary, director or that Officer for those legal costs.

Release

30.3

To the extent permitted by Applicable Law, the Company may by Special Resolution release any existing or former director (including alternate director), Secretary or other Officer of the Company from liability for any loss or damage or right to compensation which may arise out of or in connection with the execution or discharge of the duties, powers, authorities or discretions of his office; but there may be no release from liability arising out of or in connection with that person’s own actual fraud, wilful default or wilful neglect.

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Insurance

30.4	To<br> the extent permitted by Applicable Law, the Company may pay, or agree to pay, a premium in<br> respect of a contract insuring each of the following persons against risks determined by<br> the directors, other than liability arising out of that person’s own dishonesty:
(a)	an<br> existing or former director (including alternate director), Secretary or Officer or auditor<br> of:
---	---
(i)	the<br> Company;
---	---
(ii)	a<br> company which is or was a subsidiary of the Company;
---	---
(iii)	a<br> company in which the Company has or had an interest (whether direct or indirect); and
---	---
(b)	a<br> trustee of an employee or retirement benefits scheme or other trust in which any of the persons<br> referred to in paragraph (a) is or was interested.
---	---
31.	Notices
---	---

Form of notices

31.1	Save<br> where these Articles provide otherwise, any notice to be given to or by any person pursuant<br> to these Articles shall be:
(a)	in<br> writing signed by or on behalf of the giver in the manner set out below for written notices;<br> or
---	---
(b)	subject<br> to the next Article, in an Electronic Record signed by or on behalf of the giver by Electronic<br> Signature and authenticated in accordance with Articles about authentication of Electronic<br> Records; or
---	---
(c)	where<br> these Articles expressly permit, by the Company by means of a website.
---	---

Electronic communications

31.2	Without<br> limitation to Articles 17.1 to 17.4 inclusive (relating to the appointment and removal by<br> directors of alternate directors) and to Articles 19.8 to 19.10 inclusive (relating to the<br> appointment by directors of proxies), a notice may only be given to the Company in an Electronic<br> Record if:
(a)	the<br> directors so resolve;
---	---
(b)	the<br> resolution states how an Electronic Record may be given and, if applicable, specifies an<br> email address for the Company; and
---	---
(c)	the<br> terms of that resolution are notified to the Members for the time being and, if applicable,<br> to those directors who were absent from the meeting at which the resolution was passed.
---	---

If the resolution is revoked or varied, the revocation or variation shall only become effective when its terms have been similarly notified.

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| --- | | 31.3 | A notice may not be given by Electronic Record to a person other than the Company unless the recipient has notified the giver of an Electronic address to which notice may be sent. | | --- | --- |

Persons authorised to give notices

31.4	A<br> notice by either the Company or a Member pursuant to these Articles may be given on behalf<br> of the Company or a Member by a director or company secretary of the Company or a Member.

Delivery of written notices

31.5	Save<br> where these Articles provide otherwise, a notice in writing may be given personally to the<br> recipient, or left at (as appropriate) the Member’s or director’s registered<br> address or the Company’s registered office, or posted to that registered address or<br> registered office.

Joint holders

31.6	Where<br> Members are joint holders of a Share, all notices shall be given to the Member whose name<br> first appears in the Register of Members.

Signatures

31.7	A<br> written notice shall be signed when it is autographed by or on behalf of the giver, or is<br> marked in such a way as to indicate its execution or adoption by the giver.
31.8	An<br> Electronic Record may be signed by an Electronic Signature.
---	---

Evidence of transmission

31.9	A<br> notice given by Electronic Record shall be deemed sent if an Electronic Record is kept demonstrating<br> the time, date and content of the transmission, and if no notification of failure to transmit<br> is received by the giver.
31.10	A<br> notice given in writing shall be deemed sent if the giver can provide proof that the envelope<br> containing the notice was properly addressed, pre-paid and posted, or that the written notice<br> was otherwise properly transmitted to the recipient.
---	---

Giving notice to a deceased or bankrupt Member

31.11

A notice may be given by the Company to the persons entitled to a Share in consequence of the death or bankruptcy of a Member by sending or delivering it, in any manner authorised by these Articles for the giving of notice to a Member, addressed to them by name, or by the title of representatives of the deceased, or trustee of the bankrupt or by any like description, at the address, if any, supplied for that purpose by the persons claiming to be so entitled.

31.12

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

---

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Date of giving notices

31.13	A<br> notice is given on the date identified in the following table.
Method for giving notices	When taken to be given
---	---
Personally	At<br> the time and date of delivery
By<br> leaving it at the member’s registered address	At<br> the time and date it was left
If<br> the recipient has an address within the Islands, by posting it by prepaid post to the street or postal address of that recipient	48<br> hours after it was posted
If<br> the recipient has an address outside the Islands, by posting it by prepaid airmail to the street or postal address of that recipient	3<br> Clear Days after posting
By<br> Electronic Record (other than publication on a website), to recipient’s Electronic address	Within<br> 24 hours after it was sent
By<br> publication on a website	See<br> these Articles about the time when notice of a meeting of Members or accounts and reports, as the case may be, are published on a<br> website

Saving provision

31.14	None<br> of the preceding notice provisions shall derogate from these Articles about the delivery<br> of written resolutions of directors and written resolutions of Members.
32.	Authentication of Electronic Records
---	---

Application of Articles

32.1	Without<br> limitation to any other provision of these Articles, any notice, written resolution or other<br> document under these Articles that is sent by Electronic means by a Member, or by the Secretary,<br> or by a director or other Officer of the Company, shall be deemed to be authentic if either<br> Article 32.2 or Article 32.4 applies.

Authentication of documents sent by Members by Electronic means

32.2	An<br> Electronic Record of a notice, written resolution or other document sent by Electronic means<br> by or on behalf of one or more Members shall be deemed to be authentic if the following conditions<br> are satisfied:
(a)	the<br> Member or each Member, as the case may be, signed the original document, and for this purpose<br> Original Document includes several documents in like form signed by one or more of those<br> Members; and
---	---

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| --- | | (b) | the Electronic Record of the Original Document was sent by Electronic means by, or at the direction of, that Member to an address specified in accordance with these Articles for the purpose for which it was sent; and | | --- | --- | | (c) | Article 32.7 does not apply. | | --- | --- | | 32.3 | For example, where a sole Member signs a resolution and sends the Electronic Record of the original resolution, or causes it to be sent, by facsimile transmission to the address in these Articles specified for that purpose, the facsimile copy shall be deemed to be the written resolution of that Member unless Article 32.7 applies. | | --- | --- |

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

32.4	An<br> Electronic Record of a notice, written resolution or other document sent by or on behalf<br> of the Secretary or an Officer or Officers of the Company shall be deemed to be authentic<br> if the following conditions are satisfied:
(a)	the<br> Secretary or the Officer or each Officer, as the case may be, signed the original document,<br> and for this purpose Original Document includes several documents in like form signed by<br> the Secretary or one or more of those Officers; and
---	---
(b)	the<br> Electronic Record of the Original Document was sent by Electronic means by, or at the direction<br> of, the Secretary or that Officer to an address specified in accordance with these Articles<br> for the purpose for which it was sent; and
---	---
(c)	Article<br> 32.7 does not apply.
---	---

This Article applies whether the document is sent by or on behalf of the Secretary or Officer in his own right or as a representative of the Company.

32.5	For<br> example, where a sole director signs a resolution and scans the resolution, or causes it<br> to be scanned, as a PDF version which is attached to an email sent to the address in these<br> Articles specified for that purpose, the PDF version shall be deemed to be the written resolution<br> of that director unless Article 32.7 applies.

Manner of signing

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

Saving provision

32.7	A<br> notice, written resolution or other document under these Articles will not be deemed to be<br> authentic if the recipient, acting reasonably:
(a)	believes<br> that the signature of the signatory has been altered after the signatory had signed the original<br> document; or
---	---
(b)	believes<br> that the original document, or the Electronic Record of it, was altered, without the approval<br> of the signatory, after the signatory signed the original document; or
---	---

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

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

33.	Transfer by way of continuation
33.1	The<br> Company may, by Special Resolution, resolve to be registered by way of continuation in a<br> jurisdiction outside:
---	---
(a)	the<br> Islands; or
---	---
(b)	such<br> other jurisdiction in which it is, for the time being, incorporated, registered or existing.
---	---
33.2	To<br> give effect to any resolution made pursuant to the preceding Article, the directors may cause<br> the following:
---	---
(a)	an<br> application be made to the Registrar of Companies to deregister the Company in the Islands<br> or in the other jurisdiction in which it is for the time being incorporated, registered or<br> existing; and
---	---
(b)	all<br> such further steps as they consider appropriate to be taken to effect the transfer by way<br> of continuation of the Company.
---	---
34.	Winding up
---	---

Distribution of assets in specie

34.1	If<br> the Company is wound up, the Members may, subject to these Articles and any other sanction<br> required by the Act, pass a Special Resolution allowing the liquidator to do either or both<br> of the following:
(a)	to<br> divide in specie among the Members the whole or any part of the assets of the Company and,<br> for that purpose, to value any assets and to determine how the division shall be carried<br> out as between the Members or different classes of Members;
---	---
(b)	to<br> vest the whole or any part of the assets in trustees for the benefit of Members and those<br> liable to contribute to the winding up.
---	---

No obligation to accept liability

34.2	No<br> Member shall be compelled to accept any assets if an obligation attaches to them.

The directors are authorised to present a winding up petition

34.3	The<br> directors have the authority to present a petition for the winding up of the Company to the<br> Grand Court of the Cayman Islands on behalf of the Company without the sanction of a resolution<br> passed at a general meeting.

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---
---	---

Power to change name or amend Memorandum

35.1	Subject<br> to the Act, the Company may, by Special Resolution:
(a)	change<br> its name; or
---	---
(b)	change<br> the provisions of its Memorandum with respect to its objects, powers or any other matter<br> specified in the Memorandum.
---	---

Power to amend these Articles

35.2	Subject<br> to the Act and as provided in these Articles, the Company may, by Special Resolution, amend<br> these Articles in whole or in part.
36.	Mergers and Consolidations
---	---

The Company shall have the power to merge or consolidate with one or more constituent companies (as defined in the Act) upon such terms as the directors may determine and (to the extent required by the Act) with the approval of a Special Resolution.

37.	Business Combination
37.1	Notwithstanding<br> any other provision of these Articles, this Article 37 shall apply during the period commencing<br> upon the adoption of these Articles and terminating upon the first to occur of the consummation<br> of any Business Combination and the distribution of the Trust Account pursuant to Article<br> 37.10. In the event of a conflict between this Article 37 and any other Articles, the provisions<br> of this Article 37 shall prevail and this Article may not be amended prior to the consummation<br> of a Business Combination without a Special Resolution.
---	---
37.2	Prior<br> to the consummation of any Business Combination, the Company shall either:
---	---
(a)	submit<br> such Business Combination to its Members for approval; or
---	---
(b)	provide<br> Members with the opportunity to have their Shares repurchased by means of a tender offer<br> (a Tender Offer) for a per-Share repurchase price payable in cash, equal to the aggregate<br> amount then on deposit in the Trust Account, calculated as of two days prior to the consummation<br> of such Business Combination, including interest earned on the funds held in the Trust Account<br> (net of taxes paid or payable, if any), divided by the number of Public Shares then in issue.<br> Such obligation to repurchase Shares is subject to the completion of the proposed Business<br> Combination to which it relates.
---	---
37.3	If<br> the Company initiates any Tender Offer in accordance with Rule 13e-4 and Regulation 14E of<br> the Exchange Act in connection with a proposed Business Combination, it shall file Tender<br> Offer documents with the SEC prior to completing such Business Combination which contain<br> substantially the same financial and other information about such Business Combination and<br> the redemption rights as is required under Regulation 14A of the Exchange Act.
---	---
37.4	If,<br> alternatively, the Company holds a general meeting to approve a proposed Business Combination,<br> the Company will conduct any redemptions in conjunction with a proxy solicitation pursuant<br> to Regulation 14A of the Exchange Act, and not pursuant to the Tender Offer rules, and file<br> proxy materials with the SEC.
---	---

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| --- | | 37.5 | At a general meeting called for the purposes of approving a Business Combination pursuant to this Article, in the event that such Business Combination is approved by Ordinary Resolution, the Company shall be authorised to consummate such Business Combination. | | --- | --- | | 37.6 | Any Member holding Public Shares who is not a Founder, Officer or director may, contemporaneously with any vote on a Business Combination, elect to have their Public Shares redeemed for cash (the IPO Redemption), provided that no such Member acting together with any Affiliate of his or any other person with whom he is acting in concert or as a partnership, syndicate, or other group for the purposes of acquiring, holding, or disposing of Shares may exercise this redemption right with respect to more than 15% of the Public Shares without the Company’s prior consent, and provided further that any holder that holds Public Shares beneficially through a nominee must identify itself to the Company in connection with any redemption election in order to validly redeem such Public Shares. In connection with any vote held to approve a proposed Business Combination, holders of Public Shares seeking to exercise their redemption rights will be required to either tender their certificates (if any) to the Company’s transfer agent or to deliver their shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option, in each case up to two business days prior to the initially scheduled vote on the proposal to approve a Business Combination. If so demanded, the Company shall pay any such redeeming Member, regardless of whether he is voting for or against such proposed Business Combination or abstains from voting, a per-Share redemption price payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of a Business Combination, including interest earned on the Trust Account (net of taxes paid or payable, if any), divided by the number of Public Shares then in issue (such redemption price being referred to herein as the Redemption Price), but only in the event that the applicable proposed Business Combination is approved and in connection with its consummation. | | --- | --- | | 37.7 | The Redemption Price shall be paid promptly following the consummation of the relevant Business Combination. If the proposed Business Combination is not approved or completed for any reason then such redemptions shall be cancelled and share certificates (if any) returned to the relevant Members as appropriate. | | --- | --- | | 37.8 | In the event that the Company does not consummate a Business Combination within the Completion Window, or such later time as the Members of the Company may approve in accordance with these Articles, the Company shall: | | --- | --- | | (a) | cease all operations except for the purpose of winding up; | | --- | --- | | (b) | as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (net of any taxes payable, other than applicable excise tax which shall be paid by the Company out of the Trust Account), divided by the number of the Public Shares then in issue, which redemption will completely extinguish public Members’ rights as Members (including the right to receive further liquidation distributions, if any); and | | --- | --- | | (c) | as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Members and the directors, liquidate and dissolve, | | --- | --- |

subject in each case, to its obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of Applicable Law. If the Company shall wind up for any other reason prior to the consummation of a Business Combination, the Company shall, as promptly as reasonably possible but not more than ten business days thereafter, follow the foregoing procedures set out in this Article 37.8 with respect to the liquidation of the Trust Account, subject to its obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of Applicable Law.

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| --- | | 37.9 | In the event that any amendment is made to these Articles: | | --- | --- | | (a) | that would modify the substance or timing of the Company’s obligation to provide holders of Public Shares the right to: | | --- | --- | | (i) | have their shares redeemed or repurchased in connection with a Business Combination pursuant to Articles 37.2(b) or 37.6; or | | --- | --- | | (ii) | redeem 100% of the Public Shares if the Company has not consummated an initial Business Combination within the Completion Window; or | | --- | --- | | (b) | with respect to any other provision relating to the rights of holders of Public Shares, | | --- | --- |

each holder of Public Shares who is not a Founder, Officer or director shall be provided with the opportunity to redeem their Public Shares upon the approval of any such amendment (an Amendment Redemption) at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (net of taxes paid or payable, if any), divided by the number of Public Shares then in issue.

37.10	Except<br> for the withdrawal of interest to pay income taxes, if any, none of the funds held in the<br> Trust Account shall be released from the Trust Account:
(a)	to<br> the Company, until completion of any Business Combination; or
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(b)	to<br> the Members holding Public Shares, until the earliest of:
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(i)	a<br> repurchase of Shares by means of a Tender Offer pursuant to Article 37.2(b);
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(ii)	an<br> IPO Redemption pursuant to Article 37.6;
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(iii)	a<br> distribution of the Trust Account pursuant to Article 37.8; or
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(iv)	an<br> Amendment Redemption pursuant to Article 37.9.
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In no other circumstance shall a holder of Public Shares have any right or interest of any kind in the Trust Account.

37.11	After<br> the issue of Public Shares (including pursuant to the Over-Allotment Option), and prior to<br> the consummation of a Business Combination, the directors shall not issue additional Shares<br> or any other securities that would entitle the holders thereof to:
(a)	receive<br> funds from the Trust Account; or
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| --- | | (b) | vote as a class with the Public Shares: | | --- | --- | | (i) | on a Business Combination or on any other proposal presented to Members prior to or in connection with the completion of a Business Combination; or | | --- | --- | | (ii) | to approve an amendment to these Articles to: | | --- | --- | | (A) | extend the time the Company has to consummate a Business Combination beyond fifteen (15) months from the closing of the IPO; or | | --- | --- | | (B) | amend the foregoing provisions of these Articles. | | --- | --- | | 37.12 | The Company must complete one or more Business Combinations, which must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting discount and taxes payable on the interest earned on the trust account). An initial Business Combination must not be effectuated solely with another blank cheque company or a similar company with nominal operations | | --- | --- | | 37.13 | The uninterested Independent Directors shall approve any transaction or transactions between the Company and any of the following parties: | | --- | --- | | (a) | any Member owning an interest in the voting power of the Company that gives such Member a significant influence over the Company; and | | --- | --- | | (b) | any director or Officer of the Company and any Affiliate or relative of such director or Officer. | | --- | --- | | 37.14 | A director may vote in respect of any Business Combination in which such director has a conflict of interest with respect to the evaluation of such Business Combination. Such director must disclose such interest or conflict to the other directors. | | --- | --- | | 37.15 | The Company may enter into a Business Combination with a target business that is Affiliated with the Sponsor, a Founder, the directors of the Company or Officers. In the event the Company seeks to complete the Business Combination with a target that is Affiliated with the Sponsor, a Founder, Officers or directors, the Company, or a committee of Independent Directors, will obtain an opinion from an independent investment banking firm, which is a member of United States Financial Industry Regulatory Authority, or another independent valuation or accounting firm that such a Business Combination or transaction is fair to the Company from a financial point of view. | | --- | --- | | 37.16 | Any Business Combination must be approved by a majority of the Independent Directors. | | --- | --- | | 38. | Certain Tax Filings | | --- | --- | | 38.1 | Each Tax Filing Authorised Person and any such other person, acting alone, as any director shall designate from time to time, are authorised to file tax forms SS-4, W-8 BEN, W-8 IMY, W-9, 8832 and 2553 and such other similar tax forms as are customary to file with any US state or federal governmental authorities or foreign governmental authorities in connection with the formation, activities and/or elections of the Company and such other tax forms as may be approved from time to time by any director of the Company or an Officer. The Company further ratifies and approves any such filing made by any Tax Filing Authorised Person or such other person prior to the date of these Articles. | | --- | --- |

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39.1	In<br> recognition and anticipation of the facts that: (a) directors, managers, officers, members,<br> partners, managing members, employees and/or agents of one or more members of the Investor<br> Group (each of the foregoing, an “Investor Group Related Person”) may<br> serve as directors of the Company and/or Officers; and (b) the Investor Group engages, and<br> may continue to engage in the same or similar activities or related lines of business as<br> those in which the Company, directly or indirectly, may engage and/or other business activities<br> that overlap with or compete with those in which the Company, directly or indirectly, may<br> engage, the provisions under this heading “Business Opportunities” are set forth<br> to regulate and define the conduct of certain affairs of the Company as they may involve<br> the Members and the Investor Group Related Persons, and the powers, rights, duties and liabilities<br> of the Company and its Officers, directors and Members in connection therewith.
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39.2	To<br> the fullest extent permitted by Applicable Law, the directors and officers of the Company<br> shall have no duty, except and to the extent expressly assumed by contract, to refrain from<br> engaging directly or indirectly in the same or similar business activities or lines of business<br> as the Company. To the fullest extent permitted by Applicable Law, and subject to his or<br> her fiduciary duties under Applicable Law, the Company renounces any interest or expectancy<br> of the Company in, or in being offered an opportunity to participate in, any potential transaction<br> or matter which may be a corporate opportunity offered to any director and officer of the<br> Company, on the one hand, and the Company, on the other, unless such opportunity is expressly<br> offered to such director or officer of the Company solely in their capacity as an Officer<br> or director of the Company and the opportunity is one the Company is permitted to complete<br> on a reasonable basis.
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39.3	Except<br> as provided elsewhere in these Articles, the Company hereby renounces any interest or expectancy<br> of the Company in, or in being offered an opportunity to participate in, any potential transaction<br> or matter which may be a corporate opportunity for both the Company and the Investor Group,<br> about which a director of the Company and/or Officer who is also an Investor Group Related<br> Person acquires knowledge.
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39.4	To<br> the extent a court might hold that the conduct of any activity related to a corporate opportunity<br> that is renounced in this Article to be a breach of duty to the Company or its Members, the<br> Company hereby waives, to the fullest extent permitted by Applicable Law, any and all claims<br> and causes of action that the Company may have for such activities. To the fullest extent<br> permitted by Applicable Law, the provisions of this Article apply equally to activities conducted<br> in the future and that have been conducted in the past.
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Exhibit10.1

AMENDMENT TO THE

INVESTMENT MANAGEMENT TRUST AGREEMENT

This Amendment No. 1 (this “Amendment”), dated as of October 22, 2025, to the Investment Management Trust Agreement (as defined below) is made by and between DT Cloud Star Acquisition Corporation, a British Virgin Island corporation (the “Company”), Wilmington Trust National Association, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.

WHEREAS, the Company and the Trustee entered into an Investment Management Trust Agreement, dated July 24, 2024 (the “Trust Agreement”); and

WHEREAS, at a Shareholders Meeting of the Company held on October 7, 2025 (Eastern Time), the Company’s shareholders approved a proposal to amend the Trust Agreement to provide the Company the right to extend the date on which to commence liquidating the Trust Account from October 26, 2025 to October 26, 2026 by depositing $75,000 for all remaining public shares (the “Extension Payment”) for each one-month extension, which payment shall be paid into the trust account.

NOW THEREFORE, IT IS AGREED:

1. Preamble. The forth WHEREAS clause in the preamble of the Trust Agreement is hereby amended and restated to read as follows:

“WHEREAS, as described Registration Statement and in its Third Amended and Restated Memorandum and Articles of Association, the Company’s ability to complete a business combination may be extended in additional increments of one-month up to a total of 12 additional months from October 26, 2025 to October 26, 2026, subject to the payment into the Trust Account by the Sponsor (or its designees or affiliates) $75,000 for all remaining public shares (the “Extension Payment”) for each one-month extension, and which Extension Payments, if any, shall be added to the Trust Account.”

2. Section 1(i) is hereby amended and restated to read as follows:

Commence liquidation of the Trust Account only after and within two business days following (x) receipt of, and only in accordance with the terms of, a letter from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by an Authorized Representative (as such term is defined below), in coordination with the Company and VStock, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay any taxes (net of any taxes payable, other than applicable excise tax which shall be paid by the Company out of the Trust Account), only as directed in the Termination Letter and other documents referred to therein, or (y) upon the date which is the later of (1) October 26, 2026, and (2) such later date as may be approved by the Company’s shareholders in accordance with the Company’s amended and restated memorandum and articles of association (as may be amended from time to time, the “Charter”) (as applicable, the “Last Date”), if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay any taxes (net of any taxes payable, other than applicable excise tax which shall be paid by the Company out of the Trust Account) shall be distributed to the Public Shareholders of record as of such date as reflected in the records of VStock; provided, however, that in the event the Trustee receives a Termination Letter in a form substantially similar to Exhibit B hereto, or if the Trustee begins to liquidate the Property because it has received no such Termination Letter by the date specified in clause (y) of this Section 1(i), the Trustee shall keep the Trust Account open until twelve (12) months following the date the Property has been distributed to the Public Shareholders;

3. All other provisions of the Trust Agreement shall remain unaffected by the terms hereof.

4. This Amendment may be signed in any number of counterparts, each of which shall be an original and all of which shall be deemed to be one and the same instrument, with the same effect as if the signatures thereto and hereto were upon the same instrument. A facsimile signature shall be deemed to be an original signature for purposes of this Amendment.

5. This Amendment is intended to be in full compliance with the requirements for an Amendment to the Trust Agreement as required by Section 7(c) of the Trust Agreement, and every defect in fulfilling such requirements for an effective amendment to the Trust Agreement is hereby ratified, intentionally waived and relinquished by all parties hereto.

5. This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.

IN WITNESS WHEREOF, the parties have duly executed this Amendment to the Investment Management Trust Agreement as of the date first written above.

DT<br> CLOUD STAR ACQUISITION CORPORATION
By:	/s/<br> Sam Zheng Sun
Name:	Sam<br> Zheng Sun
Title:	Chief<br> Executive Officer
Wilmington<br> Trust, National Association, as Trustee
By:	/s/<br> Amy M. Kohr
Name:	Amy<br> M. Kohr
Title:	Assistant<br> Vice President
VStock<br> Transfer LLC
By:	/s/<br> Jenny Chen
Name:	Jenny<br> Chen
Title:	Compliance<br> Officer

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Exhibit10.2

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

PROMISSORYNOTE

Principal<br> Amount: $75,000	Dated<br> as of October 23, 2025

Keen Vision Acquisition Corporation (the “Maker”), promises to pay to the order of DT Cloud Star Management Limited or its registered assigns or successors in interest (the “Payee”) the principal sum of seventy five thousands ($75,000) in lawful money of the United States of America, on the terms and conditions described below. All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by the Maker to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this Note.

1.	Principal. The principal balance of this Promissory Note (this “Note”) shall be payable promptly after the date on which<br> the Maker consummates an initial business combination (a “Business Combination”) with a target business (as described<br> in its initial public offering prospectus dated July 24, 2024 (the “Prospectus”)). In the event that a Business<br> Combination does not close on or prior to November 26, 2025, as such deadline may be further extended by the Maker, this Note shall<br> be deemed to be terminated and no amounts will thereafter be due from Maker to Payee under the terms hereof. The principal balance<br> may not be prepaid without the consent of the Payee.
2.	Conversion Rights. The<br> Payee has the right, but not the obligation, to convert this Note, in whole or in part, into private units (the “Units”)<br> of the Maker, as described in the Prospectus, by providing the Maker with written notice of its intention to convert this note at<br> least one business day prior to the closing of a Business Combination. The number of Units to be received by the Payee in connection<br> with such conversion shall be an amount determined by dividing (x) the sum of the outstanding principal amount payable to such Payee<br> by (y) $10.00.
(a)	Fractional Shares. No fractional Units will be issued upon conversion of this Note. In lieu of any fractional Units to which Payee would<br> otherwise be entitled, Maker will pay to Payee in cash the amount of the unconverted principal balance of this note that would otherwise<br> be converted into such fractional share.
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(b)	Effect of Conversion. If the Maker timely receives notice of the Payee’s intention to convert this note at least one business<br> day prior to the closing of a Business Combination, this Note shall be deemed to be converted on the date the Business Combination<br> closes. At its expense, the Maker will, as soon as practicable after receiving this Note for cancellation after the closing of a<br> Business Combination (assuming receipt of timely notice of conversion), issue and deliver to Payee, at Payee’s address set<br> forth on the signature page hereto or such other address requested by Payee, a certificate or certificates for the number of Units<br> to which Payee is entitled upon such conversion (bearing such legends as are customary pursuant to applicable state and federal securities<br> laws), including a check payable to Payee for any cash amounts payable as a result of any fractional shares as described herein.
3.	Interest.<br> No interest shall accrue on the unpaid principal balance of this Note.
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4.	Application of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under<br> this Note, including (without limitation) reasonable attorney’s fees, then to the payment in full of any late charges and finally<br> to the reduction of the unpaid principal balance of this Note.

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| --- | | 5. | Events of Default. The following shall constitute an event of default (“Event of Default”): | | --- | --- | | (a) | Failure to Make Required Payments. Failure by Maker to pay the principal of this Note within five (5) business days following the date when due. | | --- | --- | | (b) | Voluntary Liquidation, Etc. The commencement by Maker of a proceeding relating to its bankruptcy, insolvency, reorganization, rehabilitation or other similar action, or the consent by it to the appointment of, or taking possession by, a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) for Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action by Maker in furtherance of any of the foregoing. | | (c) | Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of maker in an involuntary case under any applicable bankruptcy, insolvency or similar law, for the appointing of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) for Maker or for any substantial part of its property, or ordering the winding-up or liquidation of the affairs of Maker, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days. | | 6. | Remedies. | | --- | --- | | (a) | Upon the occurrence of an Event of Default specified in Section 5(a) hereof, Payee may, by written notice to Maker, declare this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable hereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding. | | --- | --- | | (b) | Upon the occurrence of an Event of Default specified in Sections 5(b) and 5(c), the unpaid principal balance of this Note, and all other sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action on the part of Payee. | | 7. | Waivers. Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by Payee. | | --- | --- | | 8. | Unconditional Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to Maker or affecting Maker’s liability hereunder. | | --- | --- | | 9. | Notices. Any notice called for hereunder shall be deemed properly given if (i) sent by certified mail, return receipt requested, (ii) personally delivered, (iii) dispatched by any form of private or governmental express mail or delivery service providing receipted delivery or (iv) sent by facsimile or (v) to the following addresses or to such other address as either party may designate by notice in accordance with this Section: |

If to Maker:

DT Cloud Star Acquisition Corporation

Office 51, 10 Fl, 31 Hudson Yards

New York, NY

Attn: Sam Zheng Sun

If to Payee:

DT Cloud Star Management Limited

Office 51, 10 Fl, 31 Hudson Yards

New York, NY

Attn: Guojian Chen

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Notice shall be deemed given on the earlier of (i) actual receipt by the receiving party, (ii) the date shown on a facsimile transmission confirmation, (iii) the date reflected on a signed delivery receipt, or (iv) two (2) Business Days following tender of delivery or dispatch by express mail or delivery service.

10.	Construction.<br> THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.
11.	Jurisdiction. The courts of New York have exclusive jurisdiction to settle any dispute arising out of or in connection with this agreement<br> (including a dispute relating to any non- contractual obligations arising out of or in connection with this agreement) and the parties<br> submit to the exclusive jurisdiction of the courts of New York.
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12.	Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,<br> be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any<br> such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other<br> jurisdiction.
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13.	Trust Waiver. Payee has read the Prospectus and understands that Maker has established the trust account described in the Prospectus,<br> initially in an amount of $75,000 for the benefit of the public stockholders and the underwriters of Maker’s initial public<br> offering (the “Underwriters”) and that, except for certain exceptions described in the Prospectus, Maker may disburse<br> monies from the trust account only: (i) to the public stockholders in the event of the conversion of their shares or the liquidation<br> of Maker; or (ii) to Maker and the Underwriters after consummation of a Business Combination.
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Notwithstanding anything herein to the contrary, Payee hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the trust account (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with Maker and will not seek recourse against the trust account for any reason whatsoever.

14.	Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the Maker<br> and the Payee.
15.	Assignment.<br> No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law<br> or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent<br> shall be void.
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16.	Further Assurance. The Maker shall, at its own cost and expense, execute and do (or procure to be executed and done by any other necessary<br> party) all such deeds, documents, acts and things as the Payee may from time to time require as may be necessary to give full effect<br> to this Promissory Note.
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IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by its Chief Executive Officer the day and year first above written.

DT<br> Cloud Star Acquisition Corporation
By:	/s/<br> Sam Zheng Sun
Name:	Sam<br> Zheng Sun
Title:	Chief<br> Executive Officer
Accepted<br> and Agreed:
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DT<br> Cloud Star Management Limited
By:	/s/<br> Guojian Chen
Name:	Guojian<br> Chen
Title:	Authorized<br> Person

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