6-K - ELPW - Equibles

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

FORM6-K

REPORTOF FOREIGN PRIVATE ISSUER

PURSUANTTO RULE 13a-16 OR 15d-16

UNDERTHE SECURITIES EXCHANGE ACT OF 1934

Forthe month of December 2025

CommissionFile Number:001-42416

ElongPower Holding Limited

3 Yan Jing Li Zhong Jie

Jiatai International Plaza

Block B, Room 2110

Beijing, China 100025

(Address,including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☒ Form 40-F ☐

INFORMATIONCONTAINED IN THIS FORM 6-K REPORT

In connection with an meeting of holders of class A ordinary shares and an extraordinary general meeting of shareholders of Elong Power Holding Limited (the “Company”), attached hereto and incorporated by reference herein are Notice of Meetings of Shareholders and Proxy Statement and Form of Proxy Card.

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EXHIBITINDEX

Exhibit No.	Description
99.1	Notice<br> of Meetings of Shareholders and Proxy Statement
99.2	Form<br> of Proxy Card for Class A Meeting
99.3	Form<br> of Proxy Card for EGM

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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, thereunto duly authorized.

	Elong Power Holding Limited
Date:<br> December 18, 2025	By:	/s/ Xiaodan Liu
	Name:	Xiaodan<br> Liu
	Title:	Chief<br> Executive Officer and Chairwoman of the Board of Directors

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Exhibit99.1

ElongPower Holding Limited

3 Yan Jing Li Zhong Jie

Jiatai International Plaza

Block B, Room 2110

Beijing, China 100025

NOTICEOF A MEETING OF THE HOLDERS OF CLASS A ORDINARY SHARES

To be held on January 6, 2026 at 10:00 a.m. Beijing Time (January 5, 2026 at 9:00 p.m. Eastern Time)

(or any adjournment(s) or postponement(s) thereof)

AND

NOTICEOF AN EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

To Be Held Immediately Following the Meeting of the Holders of the Class A Ordinary Shares

(or any adjournment(s) or postponement(s) thereof)

NOTICEOF A MEETING OF THE HOLDERS OF CLASS A ORDINARY SHARES

December 18, 2025

Dear Shareholders:

Notice is hereby given that a meeting of the holders of Class A ordinary shares of a par value of US$0.00016 each (the “Class A OrdinaryShares”) of Elong Power Holding Limited, a Cayman Islands exempted company (the “Company”) (the “ClassA Meeting”), will be held on January 6, 2026 at 10:00 a.m. Beijing Time (January 5, 2026 at 9:00 p.m. Eastern Time), at 3 Yan Jing Li Zhong Jie, Jiatai International Plaza, Block B, Room 2110, Beijing, China 100025, People’s Republic of China for the purpose of considering and, if thought fit, passing and approving the following resolution:

Proposalof the Class A Meeting: Increase of the Voting Rights of Class B Ordinary Shares:

By an ordinary resolution of the holders of the Class A Ordinary Shares to approve that: with immediate effect, the voting rights attached to each Class B ordinary share of a par value of US$0.00016 each (the “Class B Ordinary Shares”) of the Company be increased from fifty (50) votes to two hundred (200) votes on all matters subject to vote at general meetings of the Company. The Company’s board of directors (the “Board”) urges shareholders to vote “FOR” the Proposal of the Class A Meeting.

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NOTICEOF AN EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

Notice is hereby given that an extraordinary general meeting (the “EGM”) of shareholders of Elong Power Holding Limited, a Cayman Islands exempted company (the “Company”), will be held immediately following the Class A Meeting, at 3 Yan Jing Li Zhong Jie, Jiatai International Plaza, Block B, Room 2110, Beijing, China 100025, People’s Republic of China for the purpose of considering and, if thought fit, passing and approving the following resolutions:

1.	Proposal One. Subject to the approval by the holders of the Class A ordinary shares of a par value<br> of US$0.00016 each (the “Class A Ordinary Shares”) of the Proposal of<br> the Class A Meeting, by a special resolution to approve that with immediate effect, the voting<br> rights attached to each Class B ordinary share of a par value of US$0.00016 each (the “Class B Ordinary Shares”) of the Company be increased from fifty (50) votes to two hundred<br> (200) votes on all matters subject to vote at general meetings of the Company (the “Increase of Voting Rights of Class B Ordinary Shares”). The Board urges shareholders to<br> vote “FOR” Proposal One.
2.	Proposal Two. By an ordinary resolution, to approve a change of the Company’s authorized<br> share capital from US$25,000,000 divided into 156,250,000,000 ordinary shares of a par value<br> of US$0.00016 each, comprising 125,000,000,000 Class A Ordinary Shares of a par value of<br> US$0.00016 each and 31,250,000,000 Class B Ordinary Shares of a par value of US$0.00016 each,<br> to US$240,000,000 divided into 1,500,000,000,000 ordinary shares of a par value of US$0.00016<br> each, comprising 1,200,000,000,000 Class A Ordinary Shares of a par value of US$0.00016 each<br> and 300,000,000,000 Class B Ordinary Shares of a par value of US$0.00016 each (the “Share Capital Change”). The Board urges shareholders to vote “FOR” Proposal<br> Two.

Proposal One. Subject to the approval by the holders of the Class A ordinary shares of a par value of US$0.00016 each (the “Class A Ordinary Shares”) of the Proposal of the Class A Meeting, by a special resolution to approve that with immediate effect, the voting rights attached to each Class B ordinary share of a par value of US$0.00016 each (the “Class B Ordinary Shares”) of the Company be increased from fifty (50) votes to two hundred (200) votes on all matters subject to vote at general meetings of the Company (the “Increase of Voting Rights of Class B Ordinary Shares”). The Board urges shareholders to vote “FOR” Proposal One.

Proposal Two. By an ordinary resolution, to approve a change of the Company’s authorized share capital from US$25,000,000 divided into 156,250,000,000 ordinary shares of a par value of US$0.00016 each, comprising 125,000,000,000 Class A Ordinary Shares of a par value of US$0.00016 each and 31,250,000,000 Class B Ordinary Shares of a par value of US$0.00016 each, to US$240,000,000 divided into 1,500,000,000,000 ordinary shares of a par value of US$0.00016 each, comprising 1,200,000,000,000 Class A Ordinary Shares of a par value of US$0.00016 each and 300,000,000,000 Class B Ordinary Shares of a par value of US$0.00016 each (the “Share Capital Change”). The Board urges shareholders to vote “FOR” Proposal Two.

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| --- | | 3. | Proposal Three. By a special resolution, subject to approval by the shareholders of Proposals One and Two, and entirely conditional upon the effectiveness of the Increase of Voting Rights of Class B Ordinary Shares and the Share Capital Change, the third amended and restated memorandum and articles of association of the Company currently in effect be amended and restated by their deletion in their entirety and the substitution in their place with the fourth amended and restated memorandum and articles of association, annexed hereto as Annex A, to reflect the Increase of Voting Rights of Class B Ordinary Shares and the Share Capital Change, with immediate effect (the “Adoption of the Fourth Amended and Restated M&A”). The Board urges shareholders to vote “FOR” Proposal Three. | | --- | --- | | 4. | Proposal Four. By an ordinary resolution, to (a) implement a new round of share consolidations of the Company’s issued and unissued Class A Ordinary Shares and Class B Ordinary Shares, par value US$0.00016 each, at any one time or multiple times during a period of up to two years of the date of the EGM, at the exact consolidation ratio and effective time as the Board may determine from time to time in its absolute discretion, provided that the accumulative consolidation ratio for all such share consolidations (altogether, the “Share Consolidations” and each, a “Share Consolidation”) shall not be more than 4000:1; (b) authorize the Board, at its absolute and sole discretion, to implement one or more Share Consolidations, and determine the exact consolidation ratio and effective date of each of such Share Consolidations during a period of two (2) years of the date of the EGM; (c) authorize the Board to settle as the Board considers expedient any difficulty which arises in relation to the Share Consolidations so that no fractional shares be issued in connection with the Share Consolidations and all fractional shares resulting from the Share Consolidations will be rounded up to the whole number of shares; and (d) if and when deemed advisable by the Board in its sole discretion, to authorize any director or officer of the Company, for and on behalf of the Company, to do all such other acts and things and execute all such documents necessary or desirable to implement the Share Consolidations. The Board urges shareholders to vote “FOR” Proposal Four. | | 5. | Proposal Five. By a special resolution, subject to approval by the shareholders of Proposal Four, and entirely conditional upon the implementation of a Share Consolidation with the exact consolidation ratio and the effective date of such Share Consolidation as determined by the Board, the Company adopt an amended and restated memorandum and articles of association in substitution for and to the exclusion of, the memorandum and articles of association of the Company in effect immediately prior to the implementation of such Share Consolidation, to solely reflect such Share Consolidation, so long as it is implemented within two (2) years after the conclusion of the EGM (the “Adoption of New M&A upon Each Share Consolidation”). The Board urges shareholders to vote “FOR” Proposal Five. | | 6. | Proposal Six. By an ordinary resolution, to approve that with respect to the matters duly approved under these resolutions at the EGM, (a) any one or more of directors of the Company be and is/are hereby authorized to do all such acts and things and execute all such documents, which are ancillary to the Increase of the Voting Rights of Class B Ordinary Shares, the Share Capital Change, Adoption of the Fourth Amended and Restated M&A, the Share Consolidations, Adoption of New M&A upon Each Share Consolidation and other proposals under the foregoing resolutions, and of administrative nature, on behalf of the Company, including under seal where applicable, as he/she/they consider necessary, desirable or expedient to give effect to the foregoing resolutions; (b) the registered office service provider of the Company be and is hereby authorized and instructed to make the necessary filings with the Registrar of Companies of the Cayman Islands in respect of the foregoing resolutions; and (c) the Company’s share registrar and/or transfer agent be and is hereby instructed to update the register of members of the Company and that upon the surrender to the Company of the existing share certificates (if any) that they be cancelled and that any director or officer of the Company instructed to prepare, sign, seal and deliver on behalf of the Company new share certificates accordingly (from (a) to (c), the “General Authorization”). The Board urges shareholders to vote “FOR” Proposal Six. | | 7. | Proposal Seven. By an ordinary resolution, to adjourn the EGM to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of Proposal One to Six (the “Adjournment”). The Board urges shareholders to vote “FOR” Proposal Seven. |

Our Annual Report on Form 20-F for the fiscal year ended December 31, 2024 (the “2024 Annual Report”), including the financial statements, is available on the SEC’s website at http://www.sec.gov.

Yourvote is important. Whether or not you plan to attend the Meeting, I hope that you will vote as soon as possible. You may vote your sharesby either completing, signing and returning the accompanying proxy card or casting your vote over the Internet.

By<br> Order of the Board of Directors,
Sincerely,
/s/<br> Xiaodan Liu
Xiaodan<br> Liu
Chief<br> Executive Officer and Chairwoman of the Board of Directors

IMPORTANTNOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE MEETING OF THE HOLDERS OF CLASS A ORDINARY SHARES TO BE HELD ON JANUARY6, 2026 AT 10:00 A.M. BEIJING TIME (JANUARY 5, 2026 AT 9:00 P.M. EASTERN TIME) AND EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERSOF THE COMPANY TO BE HELD IMMEDIATELY FOLLOWING THE MEETING OF THE HOLDERS OF CLASS A ORDINARY SHARES.

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ElongPower Holding Limited

3 Yan Jing Li Zhong Jie

Jiatai International Plaza

Block B, Room 2110

Beijing, China 100025

ProxyStatement

The board of directors (the “Board”) of Elong Power Holding Limited, a Cayman Islands exempted company (the “Company,” or “we”), is furnishing this Proxy Statement and the accompanying proxy card to you to solicit your proxy for the Class A Meeting and the EGM of the Company. The Class A Meeting will be held on January 6, 2026 at 10:00 a.m. Beijing Time (January 5, 2026 at 9:00 p.m. Eastern Time) and the EGM will be held immediately following the Class A Meeting (together, the “Meetings”), at 3 Yan Jing Li Zhong Jie, Jiatai International Plaza, Block B, Room 2110, Beijing, China 100025.

QUESTIONSAND ANSWERS ABOUT THE MEETING

Whatis this proxy statement?

You have received this proxy statement because our Board is soliciting your proxy to vote your shares at the Meetings. This proxy statement includes information that we are required to provide to you under the rules of the Securities and Exchange Commission (“SEC”) and that is designed to assist you in voting your shares.

Whatis the purpose of the Meetings?

At the Class A Meeting, our holders of the Class A Ordinary Shares will act upon the Proposal for Class A Meeting of the Increase of the Voting Rights of Class B Ordinary Shares.

At the EGM, our shareholders will act upon the Proposal One to Proposal Seven as described in this proxy statement, including 1) Increase of the Voting Rights of Class B Ordinary Shares, 2) the Share Capital Change, 3) the Adoption of the Fourth Amended and Restated M&A, 4) the Share Consolidations, 5) Adoption of New M&A upon Each Share Consolidation, 6) the General Authorization and 7) the Adjournment.

Whatare the Board’s recommendations?

For holders of the Class A Ordinary Shares for the Class A Meeting, our Board recommends that you vote:

●	“FOR” the Increase of the Voting Rights of Class B Ordinary shares;

For our shareholders for the EGM, our Board recommends that you vote:

●	“FOR” the Increase of the Voting Rights of Class B Ordinary Shares;
●	“FOR” the Share Capital Change;
●	“FOR” the Adoption of the Fourth Amended and Restated M&A;
●	“FOR” the Share Consolidations;
●	“FOR” the Adoption of New M&A upon Each Share Consolidation;
●	“FOR” the General Authorization; and
●	“FOR” the Adjournment.

Whois entitled to attend and vote at the Meetings?

Only shareholders of Class A Ordinary Shares of record at the close of business on December 12, 2025, which we refer to as the Record Date, are entitled to receive notice of, and to attend and vote at, the Class A Meeting.

Only shareholders of Class A Ordinary Shares and Class B Ordinary Shares of record at the close of business on the Record Date are entitled to receive notice of, and to attend and vote at, the EGM.

Holders of Class A Ordinary Shares as of the Record Date are entitled to one (1) vote for each Class A Ordinary Share held for each of the proposals and holders of Class B Ordinary Shares as of the Record Date are entitled to fifty (50) votes for each Class B Ordinary Share held for each of the proposals.

A list of shareholders entitled to vote at the Meetings will be available at the Meetings.

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Whatis the difference between holding shares as a shareholder of record and as a beneficial owner?

Shareholderof Record. If your shares are registered directly in your name with our transfer agent, Transhare Corporation, you are considered, with respect to those shares, the “shareholder of record.” This proxy statement has been sent directly to you by us.

BeneficialOwner. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial owner” of shares held in street name. This proxy statement has been forwarded to you by your broker, bank or nominee who is considered, with respect to those shares, the shareholder of record. As the beneficial owner, you have the right to direct your broker, bank or nominee how to vote your shares by using the voting instructions included with your proxy materials.

Howdo I vote my shares?

Shareholders can vote in person at the Meetings or by proxy. There are two ways to vote by proxy:

●	By<br> Internet — You can vote over the Internet by going to www.transhare.com, clicking<br> on Vote Your Proxy, logging in using the control number and following the instructions to<br> vote your shares;
●	By<br> Mail — You can vote by mail by signing, dating and mailing the enclosed proxy card;
●	By Email — Please email your signed proxy card to Proxy@Transhare.com; or

If you vote via the internet, your electronic vote authorizes the named proxies in the same manner as if you signed, dated, and returned your proxy card. If you vote via the internet, do not return your proxy card.

If your shares are held in the name of a bank, broker or other holder of record, you will receive instructions from the holder of record. You must follow the instructions of the holder of record in order for your shares to be voted. Internet voting also will be offered to shareholders owning shares through certain banks and brokers. If your shares are not registered in your own name and you plan to vote your shares in person at the Meetings, you should contact your broker or agent to obtain a legal proxy or broker’s proxy card and bring it to the Meetings in order to vote.

If you vote by proxy, the individuals named on the proxy card (your “proxies”) will vote your shares in the manner you indicate. You may specify how your shares should be voted for each of the proposals. If you grant a proxy without indicating your instructions, your shares will be voted as follows:

At the Class A Meeting:

●	“FOR” the Increase of the Voting Rights of Class B Ordinary Shares;

At the EGM:

●	“FOR” the Increase of the Voting Rights of Class B Ordinary Shares;
●	“FOR” the Share Capital Change;
●	“FOR” the Adoption of the Fourth Amended and Restated M&A;
●	“FOR” the Share Consolidations;
●	“FOR” the Adoption of New M&A upon Each Share Consolidation;
●	“FOR” the General Authorization; and
●	“FOR” the Adjournment.

Whatconstitutes a quorum?

According to the Company’s currently effective memorandum and articles of association, (i) the Class A Meeting is duly constituted if, at the commencement of the Class A Meeting, there are present in person, through their authorised representative or by proxy holding in aggregate at least one-third of in nominal or par value amount of all Class A Ordinary Shares in issue and entitled to vote at such Class A Meeting; and (ii) the EGM is duly constituted if, at the commencement of the EGM, there are present in person, through their authorised representative or by proxy holding in aggregate at least one-third of all votes attaching to all Class A Ordinary Shares and Class B Ordinary Shares in issue and entitled to vote at such EGM.

Whatis a broker “non-vote” and what is its effect on voting?

If you are a beneficial owner of shares held in street name and do not provide the organization that holds your shares with specific voting instructions, under the rules of various national and regional securities exchanges, the organization that holds your shares may generally vote on routine matters but cannot vote on non-routine matters. If the organization that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, the organization that holds your shares does not have the authority to vote on the matter with respect to those shares. This is generally referred to as a “broker non-vote.”

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Howwill shares be voted at the Meetings?

In accordance with the Company’s currently effective memorandum and articles of association, all resolutions put to the vote of the Meetings shall be decided by way of a poll.

Whatis required to approve each item?

At the Class A Meeting, the affirmative vote of a simple majority of the votes cast by such shareholders as, being entitled to do so, vote in person or by proxy at the Class A Meeting is required to approve the Proposal for Class A Meeting of the Increase of the Voting Rights of Class B Ordinary Shares.

At the EGM, the votes required for each Proposal is as follows:

●	For<br> Proposal One of the Increase the Voting Rights of Class B Ordinary Shares, the affirmative vote of a majority not less than two-thirds<br> of the votes cast by such shareholders as, being entitled to do so, vote in person or by proxy at the EGM is required.
●	For<br> Proposal Two of the Share Capital Change, the affirmative vote of a simple majority of the votes cast by such shareholders as, being<br> entitled to do so, vote in person or by proxy at the EGM, is required.
●	For<br> Proposal Three of the Adoption of the Fourth Amended and Restated M&A, the affirmative vote of a majority not less than two-thirds<br> of the votes cast by such shareholders as, being entitled to do so, vote in person or by proxy at the EGM, is required.
●	For<br> Proposal Four of the Share Consolidations, the affirmative vote of a simple majority of the votes cast by such shareholders as, being<br> entitled to do so, vote in person or by proxy at the EGM, is required.
●	For<br> Proposal Five of the Adoption of New M&A upon Each Share Consolidation, the affirmative vote of a majority not less than two-thirds<br> of the votes cast by such shareholders as, being entitled to do so, vote in person or by proxy at the EGM, is required.
●	For<br> Proposal Six of the General Authorization, the affirmative vote of a simple majority of the votes cast by such shareholders as, being<br> entitled to do so, vote in person or by proxy at the EGM, is required.
●	For<br> Proposal Seven of the Adjournment, the affirmative vote of a simple majority of the votes cast by such shareholders as, being entitled<br> to do so, vote in person or by proxy at the EGM, is required.

For the purpose of determining whether the shareholders have approved the Proposal for the Class A Meeting, or Proposal One, Proposal Two, Proposal Three, Proposal Four, Proposal Five and Proposal Six for the EGM, abstentions and broker non-votes, if any, will not be counted as votes cast and will not affect the outcome of these Proposals. Abstentions will be counted for purposes of determining whether there is a quorum present.

For the purpose of determining whether the shareholders have approved Proposal Seven for the EGM, abstentions, if any, will not be counted as votes cast and will not affect the outcome of these Proposal, although they will be counted for purposes of determining whether there is a quorum present. If shareholders hold their shares through a broker, bank or other nominee and do not instruct them how to vote, the broker may have authority to vote the shares for Proposal Seven, which are considered routine matters.

Howwill Class A Ordinary Shares and Class B Ordinary Shares represented by properly executed proxies be voted?

At each Meeting, the Class A Ordinary Shares and/or Class B Ordinary Shares represented by proper proxies will, unless such proxies have previously been revoked, be voted in accordance with the instructions indicated in such proxies. If you do not provide voting instructions, your shares will be voted in accordance with the Board’s recommendations as set forth herein. Holders of Class A Ordinary Shares as of the Record Date are entitled to one (1) vote for each Class A Ordinary Share held for each of the proposals at the Class A Meeting and the EGM and holders of Class B Ordinary Shares as of the Record Date are entitled to fifty (50) vote for each Class B Ordinary Share held for each of the proposals at the EGM.

CanI change my vote or revoke my proxy?

Any shareholder executing a proxy has the power to revoke such proxy at any time prior to its exercise. You may revoke your proxy prior to exercise by:

●	filing<br> with us a written notice of revocation of your proxy,
●	submitting<br> a properly signed proxy card bearing a later date,
●	voting<br> over the Internet, or
●	voting<br> in person at the Meetings.

Whatdoes it mean if I receive more than one set of proxy materials?

If your shares are registered under different names or are in more than one account, you may receive more than one set of proxy materials. To ensure that all your shares are voted, please vote through the Internet using each personal identification number you are provided, or complete, sign and date the multiple proxy cards relating to your multiple accounts. We encourage you whenever possible to have all accounts registered in the same name and address. You can accomplish this by contacting our transfer agent, Transhare Corporation at (303) 662-1112.

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Whopaid for this proxy solicitation?

The cost of preparing, printing, assembling and mailing this proxy statement and other material furnished to shareholders in connection with the solicitation of proxies is borne by us.

Howdo I learn the results of the voting at the Meetings?

Preliminary results will be announced at the Meetings. Final results will be published in a Report on Form 6-K filed with the SEC.

Howare proxies solicited?

In addition to the mail solicitation of proxies, our officers, directors, employees and agents may solicit proxies by written communication, telephone or personal call. These persons will receive no special compensation for any solicitation activities. We will reimburse banks, brokers and other persons holding Class A Ordinary Shares and/or Class B Ordinary Shares for their expenses in forwarding proxy solicitation materials to beneficial owners of our Class A Ordinary Shares and/or Class B Ordinary Shares.

Whatis “householding?”

“Householding” means that we deliver a single set of proxy materials when requested to households with multiple shareholders, provided certain conditions are met. Householding reduces our printing and mailing costs.

If you or another shareholder of record sharing your address would like to receive an additional copy of the proxy materials, we will promptly deliver it to you upon your request by sending a written request by mail to:

ElongPower Holding Limited

3Yan Jing Li Zhong Jie

JiataiInternational Plaza

BlockB, Room 2110

Beijing,China 100025

If you would like to opt out of householding in future mailings, or if you are currently receiving multiple mailings at one address and would like to request householded mailings, you may do so by contacting our Corporate Secretary as indicated above.

CanI receive future shareholder communications electronically through the Internet?

Yes. You may elect to receive future notices of meetings, proxy materials and annual reports electronically through the Internet. To consent to electronic delivery, vote your shares using the Internet. At the end of the Internet voting procedure, the on-screen Internet voting instructions will tell you how to request future shareholder communications be sent to you electronically.

Once you consent to electronic delivery, you must vote your shares using the Internet and your consent will remain in effect until withdrawn. You may withdraw this consent at any time during the voting process and resume receiving shareholder communications in print form.

Whommay I contact for further assistance?

If you have any questions about giving your proxy or require any assistance, please contact us by mail, to:

ElongPower Holding Limited

GushanStandard Factory Building Project

3Yan Jing Li Zhong Jie

JiataiInternational Plaza

BlockB, Room 2110

Beijing,China 100025

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PROPOSALFOR THE CLASS A MEETING

Background

We are proposing to approve that: with immediate effect, the voting rights attached to each Class B ordinary share of a par value of US$0.00016 each (the “Class B Ordinary Shares”) of the Company be increased from fifty (50) votes to two hundred (200) votes on all matters subject to vote at general meetings of the Company.

VoteRequired

The affirmative vote of a simple majority of the votes cast by such shareholders of Class A Ordinary Shares as, being entitled to do so, vote in person or by proxy at the Class A Meeting is required. Unless otherwise instructed on the proxy or unless authority to vote is withheld, shares represented by executed proxies will be voted “FOR” all the director nominees in this Proposal. Abstentions and broker non-votes, if any, will not be counted as votes cast and will not affect the outcome of this Proposal, although they will be counted for purposes of determining whether there is a quorum present.

Recommendationof the Board of Directors

THEBOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE ALL OF YOUR SHARES “FOR” THIS PROPOSAL.

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Theproposals for the EGM are as follows:

PROPOSALONE

INCREASEOF VOTING RIGHTS OF CLASS B ORDINARY SHARES

Background

VoteRequired

The affirmative vote of a majority not less than two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or by proxy at the EGM is required. Unless otherwise instructed on the proxy or unless authority to vote is withheld, shares represented by executed proxies will be voted “FOR” all the director nominees in this Proposal. Abstentions and broker non-votes, if any, will not be counted as votes cast and will not affect the outcome of this Proposal, although they will be counted for purposes of determining whether there is a quorum present.

Recommendationof the Board of Directors

THEBOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE ALL OF YOUR SHARES “FOR” THIS PROPOSAL.

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PROPOSALTWO

THESHARE CAPITAL CHANGE

Background

We are proposing to approve a change of the Company’s authorized share capital from US$25,000,000 divided into 156,250,000,000 ordinary shares of a par value of US$0.00016 each, comprising 125,000,000,000 Class A ordinary shares of a par value of US$0.00016 each and 31,250,000,000 Class B ordinary shares of a par value of US$0.00016 each, to US$240,000,000 divided into 1,500,000,000,000 ordinary shares of a par value of US$0.00016 each, comprising 1,200,000,000,000 Class A ordinary shares of a par value of US$0.00016 each and 300,000,000,000 Class B ordinary shares of a par value of US$0.00016 each. (the “Share Capital Change”).

VoteRequired

The affirmative vote of a simple majority of the votes cast by such shareholders as, being entitled to do so, vote in person or by proxy at the Meeting is required. Unless otherwise instructed on the proxy or unless authority to vote is withheld, shares represented by executed proxies will be voted “FOR” this Proposal. Abstentions and broker non-votes, if any, will not be counted as votes cast and will not affect the outcome of this Proposal, although they will be counted for purposes of determining whether there is a quorum present.

Recommendationof the Board of Directors

THEBOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE “FOR” THIS PROPOSAL.

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PROPOSALTHREE

ADOPTIONOF THE FOURTH AMENDED AND RESTATED M&A

Background

At the annual general meeting of shareholders held on November 24, 2025, it was approved and authorized, among others, that

(i)	(A)<br> one or more share consolidations of the Company’s issued and unissued Class A Ordinary<br> Shares and Class B Ordinary Shares at a ratio of not less than two (2)-for-one (1) and not<br> more than five-hundred (500)-for-one (1) aggregately, with the exact ratio to be set at a<br> whole number within the aforementioned range and the exact date to be determined by the Board<br> in its sole discretion within two years after the date of November 24, 2025 provided that<br> the aggregate ratio shall not exceed five-hundred (500)-for-one (1) and that no fractional<br> share shall arise from the share consolidations, and (B) any fractional shares resulting<br> from the share consolidations be rounded up to the nearest whole Class A Ordinary Share or<br> and Class B Ordinary Share;
(ii)	the<br> Board do all other such acts and things as the Board considers necessary or desirable for<br> the purposes of the share consolidations, including determining the consolidation range and<br> the exact date of the share consolidations and instructing the registered office provider<br> or transfer agent of the Company to complete the necessary corporate record(s) and filing(s)<br> to reflect the share consolidations; and
(iii)	the<br> second amended and restated memorandum and articles of association of the Company be amended<br> and restated by their deletion in their entirety and the substitution in their place with<br> the third amended and restated memorandum and articles of association to reflect the share<br> capital increase and the share consolidations, with effect from the effective date of the<br> share capital increase and the Share consolidations.

(i)

(A) one or more share consolidations of the Company’s issued and unissued Class A Ordinary Shares and Class B Ordinary Shares at a ratio of not less than two (2)-for-one (1) and not more than five-hundred (500)-for-one (1) aggregately, with the exact ratio to be set at a whole number within the aforementioned range and the exact date to be determined by the Board in its sole discretion within two years after the date of November 24, 2025 provided that the aggregate ratio shall not exceed five-hundred (500)-for-one (1) and that no fractional share shall arise from the share consolidations, and (B) any fractional shares resulting from the share consolidations be rounded up to the nearest whole Class A Ordinary Share or and Class B Ordinary Share;

(ii)

the Board do all other such acts and things as the Board considers necessary or desirable for the purposes of the share consolidations, including determining the consolidation range and the exact date of the share consolidations and instructing the registered office provider or transfer agent of the Company to complete the necessary corporate record(s) and filing(s) to reflect the share consolidations; and

(iii)

the second amended and restated memorandum and articles of association of the Company be amended and restated by their deletion in their entirety and the substitution in their place with the third amended and restated memorandum and articles of association to reflect the share capital increase and the share consolidations, with effect from the effective date of the share capital increase and the Share consolidations.

According to the unanimous written resolutions of the Board passed on December 2, 2025, the share consolidation at the ratio of sixteen (16)-for-one (1) and the rounding up of any fractional shares resulting from the share consolidation to the nearest whole ordinary share to be effective on December 2, 2025 (the “Completed Share Consolidation”) were approved and took effect and the third amended and restated memorandum and articles of association became effective on December 2, 2025.

We are proposing to approve, subject to approval by the shareholders of Proposals One and Two, and entirely conditional upon the effectiveness of the Increase of Voting Rights of Class B Ordinary Shares and the Share Capital Change, the third amended and restated memorandum and articles of association of the Company currently in effect be amended and restated by their deletion in their entirety and the substitution in their place with the fourth amended and restated memorandum and articles of association, annexed hereto as Annex A, to reflect the Increase of Voting Rights of Class B Ordinary Shares and the Share Capital Change, with immediate effect (the “Adoptionof the Fourth Amended and Restated M&A”).

VoteRequired

This Proposal requires the affirmative (“FOR”) vote of not less than two-thirds of votes cast by shareholders present or represented by proxy and entitled to vote at the EGM. Unless otherwise instructed on the proxy or unless authority to vote is withheld, shares represented by executed proxies will be voted “FOR” this proposal. Abstentions or broker non-votes, if any, will not be counted as votes cast, although abstentions and broker non-votes will be counted for purposes of determining whether there is a quorum present

Recommendationof the Board of Directors

THEBOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE “FOR” THIS PROPOSAL.

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PROPOSALFOUR

THESHARE CONSOLIDATIONS

Background

In addition to the Completed Share Consolidation as described under Proposal Three, we are proposing to (a) implement a new round of share consolidations of the Company’s issued and unissued Class A Ordinary Shares and Class B Ordinary Shares, par value US$0.00016 each, at any one time or multiple times during a period of up to two years of the date of the EGM, at the exact consolidation ratio and effective time as the Board may determine from time to time in its absolute discretion, provided that the accumulative consolidation ratio for all such share consolidations (altogether, the “Share Consolidations” and each, a “Share Consolidation”) shall not be more than 4000:1; (b) authorize the Board, at its absolute and sole discretion, to implement one or more Share Consolidations, and determine the exact consolidation ratio and effective date of each of such Share Consolidations during a period of two (2) years of the date of the EGM; (c) authorize the Board to settle as the Board considers expedient any difficulty which arises in relation to the Share Consolidations so that no fractional shares be issued in connection with the Share Consolidations and all fractional shares resulting from the Share Consolidations will be rounded up to the whole number of shares; and (d) if and when deemed advisable by the Board in its sole discretion, to authorize any director or officer of the Company, for and on behalf of the Company, to do all such other acts and things and execute all such documents necessary or desirable to implement the Share Consolidations.

Purposeof Share Consolidations

The Company’s Class A Ordinary Shares are listed on the Nasdaq Global Market of Nasdaq Stock Market LLC (“Nasdaq”) under the trading symbol of “ELPW.” In order for the Class A Ordinary Shares to continue to be listed on Nasdaq, the Company must satisfy various listing standards established by Nasdaq. Specifically, Nasdaq Listing Rule 5450(a)(1) requires that listed shares maintain a minimum bid price of US$1.00 per share (the “Bid Price Rule”). Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the Minimum Bid Price Requirement exists if the deficiency continues for a period of 30 consecutive trading days. Upon such failure, the Company will receive a written notice from the Nasdaq Listing Qualifications Department and will be provided an initial compliance period of 180 calendar days to regain compliance with the Bid Price Rule. If the Company does not regain compliance within the allotted compliance period, including any extensions that may be granted by Nasdaq, Nasdaq will provide notice that the Company’s Class A Ordinary Shares will be subject to delisting. The Company would then be entitled to appeal Nasdaq’s determination to a Nasdaq Listing Qualifications Panel and request a hearing.

In addition, pursuant to Nasdaq Listing Rule 5810(c)(3)(A)(iii), if the Company’s Class A Ordinary Share has a closing bid price of $0.10 or less for ten consecutive business days, the Company will receive a written notice from the Nasdaq Listing Qualifications Department and the security shall be suspended from trading on Nasdaq; the Company shall be ineligible for any compliance period otherwise described in this Rule 5810(c)(3)(A). Further pursuant to Nasdaq Listing Rule 5810(c)(3)(A)(iv), if a Company’s Class A Ordinary Share fails to meet the continued listing requirement for minimum bid price and the Company has effected a reverse stock split over the prior one-year period; or has effected one or more reverse stock splits over the prior two-year period with a cumulative ratio of 250 shares or more to one, then the Company shall not be eligible for any compliance period specified in this Rule 5810(c)(3)(A) and the Listing Qualifications Department shall issue a Staff Delisting Determination under Rule 5810 with respect to that security. The Company would be entitled to appeal Nasdaq’s determination to a Nasdaq Listing Qualifications Panel and request a hearing.

The Board believes that the delisting of the Class A Ordinary Shares from Nasdaq would likely result in decreased liquidity. Such decreased liquidity would result in an increase in the volatility of the trading price of the Class A Ordinary Shares, a loss of current or future coverage by certain analysts and a diminution of institutional investor interest. In addition, the Board believes that such delisting could also cause a loss of confidence of corporate partners, customers and employees, which could harm the Company’s business and future prospects.

To enhance the Company’s ability to retain the compliance with the bid price requirement and remain listed on Nasdaq, the Board believes that it is in the best interest of the Company and the shareholders to authorize the Board to effectuate one or more Share Consolidations in addition to the Completed Share Consolidation to increase the market price of the Class A Ordinary Shares to meet the bid price requirement if needed. As a result, the Board is soliciting shareholders’ approval of the authorization to the Board to effect one or more Share Consolidations within the Range to be determined by the Board in its sole discretion within two years after the shareholders’ approval (and if the Board did not determine a ratio within such two-year period, the Share Consolidations would not proceed and will be abandoned), and to provide authorization to the Board to settle as it considers expedient any difficulty which arises in relation to any consolidation of Class A Ordinary Shares and Class B Ordinary Shares of the Company to round up any fractions of Class A Ordinary Shares and Class B Ordinary Shares issued to or registered in the name of such shareholders of the Company following or as a result of each Share Consolidation.

In evaluating whether or not to conduct a Share Consolidation, the Board also took into account various negative factors associated with such corporate action. These factors include: the negative perception of a share consolidation held by some investors, analysts and other stock market participants; the fact that the share prices of some companies that have effected share consolidations have subsequently declined back to pre-consolidation levels; the adverse effect on liquidity that might be caused by a reduced number of shares outstanding; and the costs associated with implementing a share consolidation.

The Board considered these factors, and the potential harm of being delisted from Nasdaq. The Board determined that continued listing on Nasdaq is in the best interest of the Company and its shareholders, and that the Share Consolidations are probably necessary to maintain the listing of the Class A Ordinary Shares on Nasdaq.

In addition, there can be no assurance that, after a Share Consolidation, the Company would be able to maintain the listing of the Class A Ordinary Shares on Nasdaq. Nasdaq maintains several other continued listing requirements currently applicable to the listing of the Class A Ordinary Shares. Shareholders should recognize that if a Share Consolidation is effected, they will own a smaller number of Class A Ordinary Shares and/or Class B Ordinary Shares than they currently own. While the Company expects that a Share Consolidation will result in an increase in the market price of the Class A Ordinary Shares, it may not increase the market price of the Class A Ordinary Shares in proportion to the reduction in the number of Class A Ordinary Shares outstanding or result in a permanent increase in the market price (which depends on many factors, including but not limited to our performance, prospects and other factors that may be unrelated to the number of shares outstanding).

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If a Share Consolidation is effected and the market price of the Class A Ordinary Shares declines, the percentage decline as an absolute number and as a percentage of the Company’s overall market capitalization may be greater than would occur in the absence of such Share Consolidation. Furthermore, the liquidity of the Class A Ordinary Shares could be adversely affected by the reduced number of shares that would be outstanding after a Share Consolidation. Accordingly, the Share Consolidations may not achieve the desired results that have been outlined above.

FractionalShares

No fractional shares shall be issued upon any Share Consolidation. Upon approval of this Proposal, the directors will be authorized to round up any fractions of Class A Ordinary Shares or Class B Ordinary Shares for issuing to such shareholders of the Company who are entitled to fractional shares following or as a result of a Share Consolidation.

Effectsof the Share Consolidations

AuthorizedShares and Unissued Shares

At the time of each Share Consolidation , our authorized Class A Ordinary Shares and Class B Ordinary Shares, will be consolidated at a ratio that shall not be more than 4000:1.

Issuedand Outstanding Shares

A Share Consolidation will also reduce the number of issued and outstanding Class A Ordinary Shares and Class B Ordinary Shares at the ratio that shall not be more than 4000:1.

Each shareholder’s proportionate ownership of the issued and outstanding Class A Ordinary Shares and Class B Ordinary Shares immediately following the effectiveness of a Share Consolidation would remain the same, with the exception of adjustments related to the treatment of fractional shares (see above).

Proportionate adjustments will be made based on the ratio of a Share Consolidation to the per share exercise price and the number of shares issuable upon the exercise or conversion of all outstanding options, warrants, convertible or exchangeable securities entitling the holders to purchase, exchange for, or convert into, our Class A Ordinary Shares and Class B Ordinary Shares. This will result in approximately the same aggregate price being required to be paid under such options, warrants, convertible or exchangeable securities upon exercise, and approximately the same value of Class A Ordinary Shares and Class B Ordinary Shares being delivered upon such exercise, exchange or conversion, immediately following the Share Consolidation as was the case immediately preceding such Share Consolidations.

There are no preferred shares currently issued and outstanding.

Procedurefor Implementing a Share Consolidation

As soon as practicable after the effective date of a Share Consolidation, the Company’s shareholders will be notified that a Share Consolidation has been effected through filing with SEC by the Company. The Company expects that its transfer agent, Transhare Corporation, will act as exchange agent for purposes of implementing the exchange of share certificates. If needed, holders of pre-consolidation shares will be asked to surrender to the exchange agent certificates representing pre-consolidation Class A Ordinary Shares and Class B Ordinary Shares in exchange for certificates representing post-consolidation Class A Ordinary Shares and Class B Ordinary Shares or, in the case of holders of non-certificated shares, such proof of ownership as required by the exchange agent, in accordance with the procedures to be set forth in a letter of transmittal that the Company will send to its registered shareholders. No new share certificates will be issued to a shareholder until such shareholder has surrendered such shareholder’s outstanding share certificate(s) together with the properly completed and executed letter of transmittal to the exchange agent.

SHAREHOLDERSSHOULD NOT DESTROY ANY SHARE CERTIFICATE(S) AND SHOULD NOT SUBMIT ANY CERTIFICATE(S) UNTIL REQUESTED TO DO SO.

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Banks, brokers or other nominees will be instructed to effect each Share Consolidation for their beneficial holders holding shares in “street name.” However, these banks, brokers or other nominees may have different procedures from those that apply to registered shareholders for processing the Share Consolidation. If a shareholder holds shares with a bank, broker or other nominee and has any questions in this regard, shareholders are encouraged to contact their bank, broker or other nominee.

VoteRequired

The affirmative vote of a simple majority of the votes cast by such shareholders as, being entitled to do so, vote in person or by proxy at the Meeting is required to approval this Proposal. Unless otherwise instructed on the proxy or unless authority to vote is withheld, shares represented by executed proxies will be voted “FOR” this Proposal. Abstentions and broker non-votes, if any, will not be counted as votes cast and will not affect the outcome of this Proposal, although they will be counted for purposes of determining whether there is a quorum present.

Recommendationof the Board of Directors

THEBOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE “FOR” THIS PROPOSAL.

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PROPOSALFIVE

THEADOPTION OF NEW M&A UPON EACH SHARE CONSOLIDATION

General

We are proposing to approve, subject to approval by the shareholders of Proposal Four, and entirely conditional upon the effectiveness of a Share Consolidation with the exact consolidation ratio and the effective date of such Share Consolidation as determined by the Board, the Company adopt an amended and restated memorandum and articles of association in substitution for and to the exclusion of, the memorandum and articles of association of the Company in effect immediately prior to effectiveness of such Share Consolidation, to solely reflect such Share Consolidation, so long as it is implemented within two (2) years after the conclusion of the EGM.

PotentialEffects

This Proposal Five is conditioned on the approval of Proposal Four. If Proposal Four does not receive the requisite vote for approval, then the New M&A will not become effective, even if this proposal receives the requisite votes for approval.

VoteRequired

Recommendationof the Board of Directors

THEBOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE “FOR” THIS PROPOSAL.

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PROPOSALSIX

GENERALAUTHORIZATION

Background

Proposal Six, if approved with respect to the matters duly approved under the resolutions at the EGM, will allow (a) any one or more of directors of the Company to be authorized to do all such acts and things and execute all such documents, which are ancillary to the Increase of the Voting Rights of Class B Ordinary Shares, the Share Capital Change, Adoption of the Fourth Amended and Restated M&A, the Share Consolidations, Adoption of New M&A upon Each Share Consolidation and other proposals under the foregoing resolutions, and of administrative nature, on behalf of the Company, including under seal where applicable, as he/she/they consider necessary, desirable or expedient to give effect to the foregoing resolutions; (b) the registered office service provider of the Company be and is hereby authorized and instructed to make the necessary filings with the Registrar of Companies of the Cayman Islands in respect of the foregoing resolutions; and (c) the Company’s share registrar and/or transfer agent be and is hereby instructed to update the register of members of the Company and that upon the surrender to the Company of the existing share certificates (if any) that they be cancelled and that any director or officer of the Company instructed to prepare, sign, seal and deliver on behalf of the Company new share certificates accordingly.

VoteRequired

This Proposal requires the affirmative (“FOR”) vote of a simple majority of such shareholders as, being entitled to do so, vote in person or by proxy at the Meeting. Unless otherwise instructed on the proxy or unless authority to vote is withheld, shares represented by executed proxies will be voted “FOR” this Proposal. Abstentions or broker non-votes, if any, will not be counted as votes cast, although abstentions and broker non-votes will be counted for purposes of determining whether there is a quorum present.

Recommendationof the Board of Directors

THEBOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE “FOR” THIS PROPOSAL.

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PROPOSALSEVEN

ADJOURNMENTOF THE MEETING TO A LATER DATE OR DATES, IF NECESSARY, TO PERMIT FURTHER SOLICITATION AND VOTE OF PROXIES IN THE EVENT THAT THERE AREINSUFFICIENT VOTES FOR, OR OTHERWISE IN CONNECTION WITH, THE APPROVAL OF PROPOSAL ONE, PROPOSAL TWO, PROPOSAL THREE, PROPOSAL FOUR, PROPOSALFIVE AND PROPOSAL SIX.

Proposal Seven, if adopted, will allow the chairman of the Meeting to adjourn the EGM to a later date or dates to permit further solicitation of proxies. This Proposal will only be presented to our shareholders in the event that there are insufficient votes for, or otherwise in connection with, the approval of the other proposals.

If Proposal Seven is not approved by our shareholders, the chairman of the EGM may not be able to adjourn the EGM to a later date in the event that there are insufficient votes for, or otherwise in connection with, the approval of Proposal One, Proposal Two, Proposal Three, Proposal Four, Proposal Five and Proposal Six.

VoteRequired

This Proposal requires the affirmative (“FOR”) vote of a simple majority of such shareholders as, being entitled to do so, vote in person or by proxy at the EGM. Unless otherwise instructed on the proxy or unless authority to vote is withheld, shares represented by executed proxies will be voted “FOR” this Proposal. Abstentions, if any, will not be counted as votes cast and will not affect the outcome of this Proposal, although they will be counted for purposes of determining whether there is a quorum present. If shareholders hold their shares through a broker, bank or other nominee and do not instruct them how to vote, the broker may have authority to vote the shares for this Proposal, which is considered a routine matter.

Recommendationof the Board of Directors

THEBOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE “FOR” THIS PROPOSAL.

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OTHERMATTERS

As of the date of this Proxy Statement, the Board of Directors has no knowledge of any business which will be presented for consideration at the Class A Meeting other than the Increase of Voting Right of Class B Ordinary Shares, and at the EGM other than 1) Increase of the Voting Rights of Class B Ordinary Shares, 2) the Share Capital Change, 3) the Adoption of the Fourth Amended and Restated M&A, 4) the Share Consolidations, 5) Adoption of New M&A upon Each Share Consolidation, and 6) the General Authorization.

WHEREYOU CAN FIND MORE INFORMATION

The Company files reports and other documents with the SEC under the Exchange Act. The Company’s SEC filings made electronically through the SEC’s EDGAR system are available to the public at the SEC’s website at http://www.sec.gov. You may also read and copy any document we file with the SEC at the SEC’s public reference room located at 100 F Street, NE, Room 1580, Washington, DC 20549. Please call the SEC at (800) SEC-0330 for further information on the operation of the public reference room.

Date:<br> December 18, 2025	By	Order<br> of the Board of Directors
		/s/ Xiaodan Liu
		Xiaodan<br> Liu<br><br> <br><br><br> <br>Chief<br> Executive Officer, Chairwoman of the Board of Director

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AnnexA

THE COMPANIES ACT (REVISED)

OF THE CAYMAN ISLANDS

COMPANY LIMITED BY SHARES

FOURTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION

ElongPower Holding Limited

(adopted by a Special Resolution passed at the extraordinary general meeting of shareholders of the Company held on [6 January 2026] (the “EGM”) and effective on [6 January 2026])

1.	The<br> name of the Company is Elong Power Holding Limited.
2.	The<br> Registered Office of the Company will be situated at the offices of Harneys Fiduciary (Cayman)<br> Limited, 4th Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Cayman<br> KY1-1002, Cayman Islands, or at such other location within the Cayman Islands as the Directors<br> may from time to time determine.
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3.	The<br> objects for which the Company is established are unrestricted and the Company shall have<br> full power and authority to carry out any object not prohibited by the Companies Act or any<br> other law of the Cayman Islands.
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4.	The<br> Company shall have and be capable of exercising all the functions of a natural person of<br> full capacity irrespective of any question of corporate benefit as provided by the Companies<br> Act.
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5.	The<br> Company will not trade in the Cayman Islands with any person, firm or corporation except<br> in furtherance of the business of the Company carried on outside the Cayman Islands; provided<br> that nothing in this section shall be construed as to prevent the Company effecting and concluding<br> contracts in the Cayman Islands, and exercising in the Cayman Islands all of its powers necessary<br> for the carrying on of its business outside the Cayman Islands.
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6.	The<br> liability of each Shareholder is limited to the amount, if any, unpaid on the Shares held<br> by such Shareholder.
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7.	The<br> authorised share capital of the Company is US$240,000,000 divided into 1,500,000,000,000<br> ordinary shares of a par value of US$0.00016 each, comprising 1,200,000,000,000 class A ordinary<br> shares of a par value of US$0.00016 each and 300,000,000,000 class B ordinary shares of a<br> par value of US$0.00016 each. Subject to the Companies Act and the Articles, the Company<br> shall have power to redeem or purchase any of its Shares and to increase or reduce its authorised<br> share capital and to sub-divide or consolidate the said Shares or any of them and to issue<br> all or any part of its capital whether original, redeemed, increased or reduced with or without<br> any preference, priority, special privilege or other rights or subject to any postponement<br> of rights or to any conditions or restrictions whatsoever and so that unless the conditions<br> of issue shall otherwise expressly provide every issue of shares whether stated to be ordinary,<br> preference or otherwise shall be subject to the powers on the part of the Company hereinbefore<br> provided.
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8.	The<br> Company has the power contained in the Companies Act to deregister in the Cayman Islands<br> and be registered by way of continuation in some other jurisdiction.
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9.	Capitalised<br> terms that are not defined in this Memorandum of Association bear the same meanings as those<br> given in the Articles of Association of the Company.
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THE COMPANIES ACT (REVISED)

OF THE CAYMAN ISLANDS

COMPANY LIMITED BY SHARES

FOURTH AMENDED AND RESTATED ARTICLES OF ASSOCIATION

ElongPower Holding Limited

(adopted by a Special Resolution passed at the extraordinary general meeting of shareholders of the Company held on [6 January 2026] and effective on [6 January 2026])

TABLE A

The regulations contained or incorporated in Table ‘A’ in the First Schedule of the Companies Act shall not apply to the Company and the following Articles shall comprise the Articles of Association of the Company.

1.	In<br> these Articles the following defined terms will have the meanings ascribed to them, if not<br> inconsistent with the subject or context:
“Affiliate”	means<br> in respect of a Person, any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled<br> by, or is under common control with, such Person, and (i) in the case of a natural person, shall include, without limitation, such<br> person’s spouse, parents, children, siblings, mother-in-law, father-in-law, brothers-in-law and sisters-in-law, a trust for<br> the benefit of any of the foregoing, and a corporation, partnership or any other entity wholly or jointly owned by any of the foregoing,<br> and (ii) in the case of an entity, shall include a partnership, a corporation or any other entity or any natural person which directly,<br> or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such entity. The term<br> “control” shall mean the ownership, directly or indirectly, of shares possessing more than fifty per cent (50%) of the<br> voting power of the corporation, partnership or other entity (other than, in the case of a corporation, securities having such power<br> only by reason of the happening of a contingency), or having the power to control the management or elect a majority of members to<br> the board of directors or equivalent decision-making body of such corporation, partnership or other entity;
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“Articles”	means<br> these articles of association of the Company, as amended or substituted from time to time;
“Board” and “Board of Directors” and “Directors”	means<br> the directors of the Company for the time being, or as the case may be, the directors assembled as a board or as a committee thereof;
“Chairman”	means<br> the chairman of the Board of Directors;
“Class” or “Classes”	means<br> any class or classes of Shares as may from time to time be issued by the Company;
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“Class A Ordinary Share”	means<br> a class A ordinary share of a par value of US$0.00016 in the capital of the Company and having the rights provided for in these Articles;
“Class B Ordinary Share”	means<br> a class B ordinary share of a par value of US$0.00016 in the capital of the Company and having the rights provided for in these Articles;
“Commission”	means<br> the Securities and Exchange Commission of the United States of America or any other federal agency for the time being administering<br> the Securities Act;
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“Communication Facilities”	means<br> video, video-conferencing, internet or online conferencing applications, telephone or tele-conferencing and/or any other video-communications,<br> internet or online conferencing application or telecommunications facilities by means of which all Persons participating in a meeting<br> are capable of hearing and being heard by each other;
“Company”	means<br> Elong Power Holding Limited, a Cayman Islands exempted company;
“Companies Act”	means<br> the Companies Act (Revised) of the Cayman Islands and any statutory amendment or re-enactment thereof;
“Company’s Website”	means<br> the main corporate/investor relations website of the Company, the address or domain name of which has been disclosed in any registration<br> statement, periodic report or other document filed by the Company with the Commission, or which has otherwise been notified to Shareholders;
“Designated Stock Exchange”	means<br> the stock exchange in the United States on which any Shares are listed for trading;
“Designated Stock Exchange Rules”	means<br> the relevant code, rules and regulations, as amended, from time to time, applicable as a result of the original and continued listing<br> of any Shares on the Designated Stock Exchange;
“electronic”	has<br> the meaning given to it in the Electronic Transactions Act and any amendment thereto or re-enactments thereof for the time being<br> in force and includes every other law incorporated therewith or substituted therefor;
“electronic communication”	means<br> a communication sent by electronic means, including electronic posting to the Company’s Website, transmission to any number,<br> address or internet website (including the website of the Commission) or other electronic delivery methods as otherwise decided and<br> approved by not less than two-thirds of the vote of the Board;
“Electronic Transactions Act”	means<br> the Electronic Transactions Act (Revised) of the Cayman Islands and any statutory amendment or re-enactment thereof;
“electronic record”	has<br> the meaning given to it in the Electronic Transactions Act and any amendment thereto or re-enactments thereof for the time being<br> in force and includes every other law incorporated therewith or substituted therefor;
“Founder”	means<br> Ms. LIU Xiaodan, a citizen of PRC with her ID Card number as 210603197806134028;
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“Memorandum of Association”	means<br> the memorandum of association of the Company, as amended or substituted from time to time;
“Ordinary Resolution”	means<br> a resolution:
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(a)	passed<br> by a simple majority of the votes cast by such Shareholders as, being entitled to do so, vote in person or, where proxies are allowed,<br> by proxy or, in the case of corporations, by their duly authorised representatives, at a general meeting of the Company held in accordance<br> with these Articles; or
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(b)	approved<br> in writing by all of the Shareholders entitled to vote at a general meeting of the Company in one or more instruments each signed<br> by one or more of the Shareholders and the effective date of the resolution so adopted shall be the date on which the instrument,<br> or the last of such instruments, if more than one, is executed;
“Ordinary Share”	means<br> a Class A Ordinary Share or a Class B Ordinary Share;
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“paid up”	means<br> paid up as to the par value in respect of the issue of any Shares and includes credited as paid up;
“Person”	means<br> any natural person, firm, company, joint venture, partnership, corporation, association or other entity (whether or not having a<br> separate legal personality) or any of them as the context so requires;
“Present”	means<br> in respect of any Person, such Person’s presence at a general meeting of Shareholders (or any meeting of the holders of any<br> Class of Shares), which may be satisfied by means of such Person or, if a corporation or other non-natural Person, its duly authorised<br> representative (or, in the case of any Shareholder, a proxy which has been validly appointed by such Shareholder in accordance with<br> these Articles), being: (a) physically present at the meeting; or (b) in the case of any meeting at which Communication Facilities<br> are permitted in accordance with these Articles, including any Virtual Meeting, connected by means of the use of such Communication<br> Facilities;
“Register”	means<br> the register of Members of the Company maintained in accordance with the Companies Act;
“Registered Office”	means<br> the registered office of the Company as required by the Companies Act;
“Seal”	means<br> the common seal of the Company (if adopted) including any facsimile thereof;
“Secretary”	means<br> any Person appointed by the Directors to perform any of the duties of the secretary of the Company;
“Securities Act”	means<br> the Securities Act of 1933 of the United States of America, as amended, or any similar federal statute and the rules and regulations<br> of the Commission thereunder, all as the same shall be in effect at the time;
“Share”	means<br> a share in the share capital of the Company. All references to “Shares” herein shall be deemed to be Shares of any or<br> all Classes as the context may require. For the avoidance of doubt in these Articles the expression “Share” shall include<br> a fraction of a Share;
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“Shareholder” or “Member”	means<br> a Person who is registered as the holder of one or more Shares in the Register;
“Share Premium Account”	means<br> the share premium account established in accordance with these Articles and the Companies Act;
“signed”	means<br> bearing a signature or representation of a signature affixed by mechanical means or an electronic<br> symbol or process attached to or logically associated with an electronic communication and<br> executed or adopted by a Person with the intent to sign the electronic communication;
“Special Resolution”	means<br> a special resolution of the Company passed in accordance with the Companies Act, being a resolution:
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(a)	passed<br> by not less than two-thirds of the votes cast by such Shareholders as, being entitled to do so, vote in person or, where proxies<br> are allowed, by proxy or, in the case of corporations, by their duly authorised representatives, at a general meeting of the Company<br> of which notice specifying the intention to propose the resolution as a special resolution has been duly given; or
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(b)	approved<br> in writing by all of the Shareholders entitled to vote at a general meeting of the Company in one or more instruments each signed<br> by one or more of the Shareholders and the effective date of the special resolution so adopted shall be the date on which the instrument<br> or the last of such instruments, if more than one, is executed;
“Treasury Share”	means<br> a Share held in the name of the Company as a treasury share in accordance with the Companies Act;
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“United States”	means<br> the United States of America, its territories, its possessions and all areas subject to its jurisdiction; and
“Virtual Meeting”	means<br> any general meeting of the Shareholders (or any meeting of the holders of any Class of Shares) at which the Shareholders (and any<br> other permitted participants of such meeting, including without limitation the chairman of the meeting and any Directors) are permitted<br> to attend and participate solely by means of Communication Facilities.
2.	In<br> these Articles, save where the context requires otherwise:
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(a)	words<br> importing the singular number shall include the plural number and vice versa;
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(b)	words<br> importing the masculine gender only shall include the feminine gender and any Person as the<br> context may require;
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(c)	the<br> word “may” shall be construed as permissive and the word “shall”<br> shall be construed as imperative;
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(d)	reference<br> to a dollar or dollars (or US$) and to a cent or cents is reference to dollars and cents<br> of the United States of America;
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(e)	reference<br> to a statutory enactment shall include reference to any amendment or re-enactment thereof<br> for the time being in force;
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(f)	reference<br> to any determination by the Directors shall be construed as a determination by the Directors<br> in their sole and absolute discretion and shall be applicable either generally or in any<br> particular case;
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(g)	any<br> phrase introduced by the terms “including”, “include” or “in<br> particular” or similar expression shall be construed as illustrative and shall not<br> limit the sense of the words preceding those terms;
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(h)	reference<br> to “in writing” shall be construed as written or represented by any means reproducible<br> in writing, including any form of print, lithograph, email, facsimile, photograph or telex<br> or represented by any other substitute or format for storage or transmission for writing<br> including in the form of an electronic record or partly one and partly another;
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(i)	any<br> requirements as to delivery under the Articles include delivery in the form of an electronic<br> record or an electronic communication;
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(j)	any<br> requirements as to execution or signature under the Articles, including the execution of<br> the Articles themselves, can be satisfied in the form of an electronic signature as defined<br> in the Electronic Transactions Act; and
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(k)	Sections<br> 8 and 19(3) of the Electronic Transactions Act shall not apply.
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3.	Subject<br> to the last two preceding Articles, any words defined in the Companies Act shall, if not<br> inconsistent with the subject or context, bear the same meaning in these Articles.
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PRELIMINARY

4.	The<br> business of the Company may be conducted as the Directors see fit.
5.	The<br> Registered Office shall be at such address in the Cayman Islands as the Directors may from<br> time to time determine. The Company may in addition establish and maintain such other offices<br> and places of business and agencies in such places as the Directors may from time to time<br> determine.
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6.	The<br> expenses incurred in the formation of the Company and in connection with the offer for subscription<br> and issue of Shares shall be paid by the Company. Such expenses may be amortised over such<br> period as the Directors may determine and the amount so paid shall be charged against income<br> and/or capital in the accounts of the Company as the Directors shall determine.
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7.	The<br> Directors shall keep, or cause to be kept, the Register at such place as the Directors may<br> from time to time determine and, in the absence of any such determination, the Register shall<br> be kept at the Registered Office.
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8.	Subject<br> to these Articles and where applicable the Designated Stock Exchange Rules, all Shares for<br> the time being unissued shall be under the control of the Directors who may, in their absolute<br> discretion and without the approval of the Members, cause the Company to:
(a)	issue,<br> allot and dispose of Shares (including, without limitation, preferred shares) (whether in<br> certificated form or non-certificated form) to such Persons, in such manner, on such terms<br> and having such rights and being subject to such restrictions as they may from time to time<br> determine;
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(b)	grant<br> rights over Shares or other securities to be issued in one or more classes or series as they<br> deem necessary or appropriate and determine the designations, powers, preferences, privileges<br> and other rights attaching to such Shares or securities, including dividend rights, voting<br> rights, conversion rights, terms of redemption and liquidation preferences, any or all of<br> which may be greater than the powers, preferences, privileges and rights associated with<br> the then issued and outstanding Shares, at such times and on such other terms as they think<br> proper; and
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(c)	grant<br> options with respect to Shares and issue warrants or similar instruments with respect thereto.
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9.	The<br> Directors may authorise the division of Shares into any number of Classes and the different<br> Classes shall be authorised, established and designated (or re-designated as the case may<br> be) and the variations in the relative rights (including, without limitation, voting, dividend<br> and redemption rights), restrictions, preferences, privileges and payment obligations as<br> between the different Classes (if any) may be fixed and determined by the Directors or by<br> an Ordinary Resolution. The Directors may issue Shares with such preferred or other rights,<br> all or any of which may be greater than the rights of Ordinary Shares, at such time and on<br> such terms as they may think appropriate. Notwithstanding Article 17, the Directors may issue<br> from time to time, out of the authorised share capital of the Company (other than the authorised<br> but unissued Ordinary Shares), series of preferred shares in their absolute discretion and<br> without approval of the Members; provided, however, before any preferred shares of any such<br> series are issued, the Directors shall by resolution of Directors determine, with respect<br> to any series of preferred shares, the terms and rights of that series, including:
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(a)	the<br> designation of such series, the number of preferred shares to constitute such series and<br> the subscription price thereof if different from the par value thereof;
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(b)	whether<br> the preferred shares of such series shall have voting rights, in addition to any voting rights<br> provided by law, and, if so, the terms of such voting rights, which may be general or limited;
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(c)	the<br> dividends, if any, payable on such series, whether any such dividends shall be cumulative,<br> and, if so, from what dates, the conditions and dates upon which such dividends shall be<br> payable, and the preference or relation which such dividends shall bear to the dividends<br> payable on any shares of any other class or any other series of shares;
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(d)	whether<br> the preferred shares of such series shall be subject to redemption by the Company, and, if<br> so, the times, prices and other conditions of such redemption;
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(e)	whether<br> the preferred shares of such series shall have any rights to receive any part of the assets<br> available for distribution amongst the Members upon the liquidation of the Company, and,<br> if so, the terms of such liquidation preference, and the relation which such liquidation<br> preference shall bear to the entitlements of the holders of shares of any other class or<br> any other series of shares;
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(f)	whether<br> the preferred shares of such series shall be subject to the operation of a retirement or<br> sinking fund and, if so, the extent to and manner in which any such retirement or sinking<br> fund shall be applied to the purchase or redemption of the preferred shares of such series<br> for retirement or other corporate purposes and the terms and provisions relative to the operation<br> thereof;
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(g)	whether<br> the preferred shares of such series shall be convertible into, or exchangeable for, shares<br> of any other class or any other series of preferred shares or any other securities and, if<br> so, the price or prices or the rate or rates of conversion or exchange and the method, if<br> any, of adjusting the same, and any other terms and conditions of conversion or exchange;
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(h)	the<br> limitations and restrictions, if any, to be effective while any preferred shares of such<br> series are outstanding upon the payment of dividends or the making of other distributions<br> on, and upon the purchase, redemption or other acquisition by the Company of, the existing<br> shares or shares of any other class of shares or any other series of preferred shares;
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(i)	the<br> conditions or restrictions, if any, upon the creation of indebtedness of the Company or upon<br> the issue of any additional shares, including additional shares of such series or of any<br> other class of shares or any other series of preferred shares; and
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(j)	any<br> other powers, preferences and relative, participating, optional and other special rights,<br> and any qualifications, limitations and restrictions thereof;
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and, for such purposes, the Directors may reserve an appropriate number of Shares for the time being unissued. The Company shall not issue Shares to bearer.

10.	The<br> Company may insofar as may be permitted by law, pay a commission to any Person in consideration<br> of his subscribing or agreeing to subscribe whether absolutely or conditionally for any Shares.<br> Such commissions may be satisfied by the payment of cash or the lodgement of fully or partly<br> paid-up Shares or partly in one way and partly in the other. The Company may also pay such<br> brokerage as may be lawful on any issue of Shares.
11.	The<br> Directors may refuse to accept any application for Shares, and may accept any application<br> in whole or in part, for any reason or for no reason.
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10.

The Company may insofar as may be permitted by law, pay a commission to any Person in consideration of his subscribing or agreeing to subscribe whether absolutely or conditionally for any Shares. Such commissions may be satisfied by the payment of cash or the lodgement of fully or partly paid-up Shares or partly in one way and partly in the other. The Company may also pay such brokerage as may be lawful on any issue of Shares.

11.

The Directors may refuse to accept any application for Shares, and may accept any application in whole or in part, for any reason or for no reason.

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CLASS A ORDINARY SHARES AND CLASS B ORDINARY SHARES

12.	Holders<br> of Class A Ordinary Shares and Class B Ordinary Shares shall at all times vote together as<br> one class on all resolutions submitted to a vote by the Members. Each Class A Ordinary Share<br> shall entitle the holder thereof to one (1) vote on all matters subject to vote at general<br> meetings of the Company, and each Class B Ordinary Share shall entitle the holder thereof<br> to two hundred (200) votes on all matters subject to vote at general meetings of the Company.
13.	Each<br> Class B Ordinary Share is convertible into one (1) Class A Ordinary Share at any time at<br> the option of the holder thereof. The right to convert shall be exercisable by the holder<br> of the Class B Ordinary Share delivering a written notice to the Company that such holder<br> elects to convert a specified number of Class B Ordinary Shares into Class A Ordinary Shares.<br> In no event shall Class A Ordinary Shares be convertible into Class B Ordinary Shares.
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14.	Any<br> conversion of Class B Ordinary Shares into Class A Ordinary Shares pursuant to these Articles<br> shall be effected by means of the re-designation and re-classification of each relevant Class<br> B Ordinary Share as a Class A Ordinary Share. Such conversion shall become effective (i)<br> in the case of any conversion effected pursuant to Article 13, forthwith upon the receipt<br> by the Company of the written notice delivered to the Company as described in Article 13<br> (or at such later date as may be specified in such notice) and upon entries being made in<br> the Register to record the re-designation and re-classification of the relevant Class B Ordinary<br> Shares as Class A Class Shares, or (ii) in the case of any automatic conversion effected<br> pursuant to Article 15, forthwith upon occurrence of the event specified in Article 15 which<br> triggers such automatic conversion, and upon entries being made in the Register to record<br> the re-designation and re-classification of the relevant Class B Ordinary Shares as Class<br> A Ordinary Shares at the relevant time.
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15.	Upon<br> any sale, transfer, assignment or disposition of any Class B Ordinary Share by a Shareholder<br> to any Person who is not the Founder, an Affiliate of the Founder, or upon a change of the<br> ultimate beneficial ownership of any Class B Ordinary Share to any Person who is not the<br> Founder, an Affiliate of the Founder, such Class B Ordinary Share shall be automatically<br> and immediately converted into a Class A Ordinary Share. For the avoidance of doubt, (i)<br> a sale, transfer, assignment or disposition shall be effective upon the Company’s registration<br> of such sale, transfer, assignment or disposition in its Register; and (ii) the creation<br> of any pledge, charge, encumbrance or other third party right of whatever description on<br> any Class B Ordinary Shares to secure a holder’s contractual or legal obligations shall<br> not be deemed as a sale, transfer, assignment or disposition, or a change of the ultimate<br> beneficial ownership, unless and until any such pledge, charge, encumbrance or other third<br> party right is enforced and results in the third party holding legal title to the relevant<br> Class B Ordinary Shares, in which case all the related Class B Ordinary Shares shall be automatically<br> converted into the same number of Class A Ordinary Shares. For the purposes of this Article<br> 15, beneficial ownership shall have the meaning set forth in Rule 13d-3 under the United<br> States Securities Exchange Act of 1934, as amended.
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16.	Save<br> and except for voting rights and conversion rights as set out in Articles 12 to 15 (inclusive),<br> the Class A Ordinary Shares and the Class B Ordinary Shares shall rank pari passu with one<br> another and shall have the same rights, preferences, privileges and restrictions.
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MODIFICATION OF RIGHTS

17.	Whenever<br> the capital of the Company is divided into different Classes the rights attached to any such<br> Class may, subject to any rights or restrictions for the time being attached to any Class,<br> only be materially adversely varied with the consent in writing of the holders of at least<br> two-thirds of the issued Shares of that Class or with the sanction of a Special Resolution<br> passed at a separate meeting of the holders of the Shares of that Class. Without (A) the<br> consent in writing of the holders of more than one-half of the issued Class A Ordinary Shares<br> and the holders of more than one-half of the issued Class B Ordinary Shares, or (B) the sanction<br> of an Ordinary Resolution passed at a separate meeting of the holders of the Class A Ordinary<br> Shares and of an Ordinary Resolution passed at a separate meeting of the holders of the Class<br> B Ordinary Shares, each voting separately, no dividend or other distribution payable in Shares<br> or rights to acquire Shares, and no division or combination of Shares, shall be effected<br> that changes the relative voting power of the holders of the Class A Ordinary Shares, as<br> a whole, compared to the holders of the Class B Ordinary Shares, as a whole. To every such<br> separate meeting all the provisions of these Articles relating to general meetings of the<br> Company or to the proceedings thereat shall, mutatis mutandis, apply, except that the necessary<br> quorum shall be one or more Persons holding or representing by proxy at least one-third in<br> nominal or par value amount of the issued Shares of the relevant Class (but so that if at<br> any adjourned meeting of such holders a quorum as above defined is not Present, those Shareholders<br> who are Present shall form a quorum) and that, subject to any rights or restrictions for<br> the time being attached to the Shares of that Class, every Shareholder of the Class shall<br> on a poll have one vote for each Share of the Class held by him. For the purposes of this<br> Article the Directors may treat all the Classes or any two or more Classes as forming one<br> Class if they consider that all such Classes would be affected in the same way by the proposals<br> under consideration, but in any other case shall treat them as separate Classes.
18.	The<br> rights conferred upon the holders of the Shares of any Class issued with preferred or other<br> rights shall not, subject to any rights or restrictions for the time being attached to the<br> Shares of that Class, be deemed to be materially adversely varied by, inter alia, the creation,<br> allotment or issue of further Shares ranking pari passu with or subsequent to them or the<br> redemption or purchase of any Shares of any Class by the Company. The rights of the holders<br> of Shares shall not be deemed to be materially adversely varied by the creation or issue<br> of Shares with preferred or other rights including, without limitation, the creation of Shares<br> with enhanced or weighted voting rights.
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17.

Whenever the capital of the Company is divided into different Classes the rights attached to any such Class may, subject to any rights or restrictions for the time being attached to any Class, only be materially adversely varied with the consent in writing of the holders of at least two-thirds of the issued Shares of that Class or with the sanction of a Special Resolution passed at a separate meeting of the holders of the Shares of that Class. Without (A) the consent in writing of the holders of more than one-half of the issued Class A Ordinary Shares and the holders of more than one-half of the issued Class B Ordinary Shares, or (B) the sanction of an Ordinary Resolution passed at a separate meeting of the holders of the Class A Ordinary Shares and of an Ordinary Resolution passed at a separate meeting of the holders of the Class B Ordinary Shares, each voting separately, no dividend or other distribution payable in Shares or rights to acquire Shares, and no division or combination of Shares, shall be effected that changes the relative voting power of the holders of the Class A Ordinary Shares, as a whole, compared to the holders of the Class B Ordinary Shares, as a whole. To every such separate meeting all the provisions of these Articles relating to general meetings of the Company or to the proceedings thereat shall, mutatis mutandis, apply, except that the necessary quorum shall be one or more Persons holding or representing by proxy at least one-third in nominal or par value amount of the issued Shares of the relevant Class (but so that if at any adjourned meeting of such holders a quorum as above defined is not Present, those Shareholders who are Present shall form a quorum) and that, subject to any rights or restrictions for the time being attached to the Shares of that Class, every Shareholder of the Class shall on a poll have one vote for each Share of the Class held by him. For the purposes of this Article the Directors may treat all the Classes or any two or more Classes as forming one Class if they consider that all such Classes would be affected in the same way by the proposals under consideration, but in any other case shall treat them as separate Classes.

18.

The rights conferred upon the holders of the Shares of any Class issued with preferred or other rights shall not, subject to any rights or restrictions for the time being attached to the Shares of that Class, be deemed to be materially adversely varied by, inter alia, the creation, allotment or issue of further Shares ranking pari passu with or subsequent to them or the redemption or purchase of any Shares of any Class by the Company. The rights of the holders of Shares shall not be deemed to be materially adversely varied by the creation or issue of Shares with preferred or other rights including, without limitation, the creation of Shares with enhanced or weighted voting rights.

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CERTIFICATES

19.	Every<br> Person whose name is entered as a Member in the Register may, without payment and upon its<br> written request, request a certificate within two calendar months after allotment or lodgement<br> of transfer (or within such other period as the conditions of issue shall provide) in the<br> form determined by the Directors. All certificates shall specify the Share or Shares held<br> by that Person, provided that in respect of a Share or Shares held jointly by several Persons<br> the Company shall not be bound to issue more than one certificate, and delivery of a certificate<br> for a Share to one of several joint holders shall be sufficient delivery to all. All certificates<br> for Shares shall be delivered personally or sent through the post addressed to the Member<br> entitled thereto at the Member’s registered address as appearing in the Register.
20.	Every<br> share certificate of the Company shall bear such legends as may be required under applicable<br> laws, including the Securities Act.
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21.	Any<br> two or more certificates representing Shares of any one Class held by any Member may at the<br> Member’s request be cancelled and a single new certificate for such Shares issued in<br> lieu on payment (if the Directors shall so require) of one U.S. dollar (US$1.00) or such<br> smaller sum as the Directors shall determine.
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22.	If<br> a share certificate shall be damaged or defaced or alleged to have been lost, stolen or destroyed,<br> a new certificate representing the same Shares may be issued to the relevant Member upon<br> request, subject to delivery up of the old certificate or (if alleged to have been lost,<br> stolen or destroyed) compliance with such conditions as to evidence and indemnity and the<br> payment of out-of-pocket expenses of the Company in connection with the request as the Directors<br> may think fit.
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23.	In<br> the event that Shares are held jointly by several Persons, any request may be made by any<br> one of the joint holders and if so made shall be binding on all of the joint holders.
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FRACTIONAL SHARES

24.

The Directors may issue fractions of a Share and, if so issued, a fraction of a Share shall be subject to and carry the corresponding fraction of liabilities (whether with respect to nominal or par value, premium, contributions, calls or otherwise), limitations, preferences, privileges, qualifications, restrictions, rights (including, without prejudice to the generality of the foregoing, voting and participation rights) and other attributes of a whole Share. If more than one fraction of a Share of the same Class is issued to or acquired by the same Shareholder such fractions shall be accumulated.

LIEN

25.	The<br> Company has a first and paramount lien on every Share (whether or not fully paid) for all<br> amounts (whether presently payable or not) payable at a fixed time or called in respect of<br> that Share. The Company also has a first and paramount lien on every Share registered in<br> the name of a Person indebted or under liability to the Company (whether he is the sole registered<br> holder of a Share or one of two or more joint holders) for all amounts owing by him or his<br> estate to the Company (whether or not presently payable). The Directors may at any time declare<br> a Share to be wholly or in part exempt from the provisions of this Article. The Company’s<br> lien on a Share extends to any amount payable in respect of it, including but not limited<br> to dividends.
26.	The<br> Company may sell, in such manner as the Directors in their absolute discretion think fit,<br> any Share on which the Company has a lien, but no sale shall be made unless an amount in<br> respect of which the lien exists is presently payable nor until the expiration of fourteen<br> (14) calendar days after a notice in writing, demanding payment of such part of the amount<br> in respect of which the lien exists as is presently payable, has been given to the registered<br> holder for the time being of the Share, or the Persons entitled thereto by reason of his<br> death or bankruptcy.
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27.	For<br> giving effect to any such sale the Directors may authorise a Person to transfer the Shares<br> sold to the purchaser thereof. The purchaser shall be registered as the holder of the Shares<br> comprised in any such transfer and he shall not be bound to see to the application of the<br> purchase money, nor shall his title to the Shares be affected by any irregularity or invalidity<br> in the proceedings in reference to the sale.
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28.	The<br> proceeds of the sale after deduction of expenses, fees and commissions incurred by the Company<br> shall be received by the Company and applied in payment of such part of the amount in respect<br> of which the lien exists as is presently payable, and the residue shall (subject to a like<br> lien for sums not presently payable as existed upon the Shares prior to the sale) be paid<br> to the Person entitled to the Shares immediately prior to the sale.
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CALLS ON SHARES

29.	Subject<br> to the terms of the allotment, the Directors may from time to time make calls upon the Shareholders<br> in respect of any moneys unpaid on their Shares, and each Shareholder shall (subject to receiving<br> at least fourteen (14) calendar days’ notice specifying the time or times of payment)<br> pay to the Company at the time or times so specified the amount called on such Shares. A<br> call shall be deemed to have been made at the time when the resolution of the Directors authorising<br> such call was passed.
30.	The<br> joint holders of a Share shall be jointly and severally liable to pay calls in respect thereof.
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31.	If<br> a sum called in respect of a Share is not paid before or on the day appointed for payment<br> thereof, the Person from whom the sum is due shall pay interest upon the sum at the rate<br> of eight percent per annum from the day appointed for the payment thereof to the time of<br> the actual payment, but the Directors shall be at liberty to waive payment of that interest<br> wholly or in part.
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32.	The<br> provisions of these Articles as to the liability of joint holders and as to payment of interest<br> shall apply in the case of non-payment of any sum which, by the terms of issue of a Share,<br> becomes payable at a fixed time, whether on account of the amount of the Share, or by way<br> of premium, as if the same had become payable by virtue of a call duly made and notified.
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33.	The<br> Directors may make arrangements with respect to the issue of partly paid Shares for a difference<br> between the Shareholders, or the particular Shares, in the amount of calls to be paid and<br> in the times of payment.
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34.	The<br> Directors may, if they think fit, receive from any Shareholder willing to advance the same<br> all or any part of the moneys uncalled and unpaid upon any partly paid Shares held by him,<br> and upon all or any of the moneys so advanced may (until the same would, but for such advance,<br> become presently payable) pay interest at such rate (not exceeding without the sanction of<br> an Ordinary Resolution, eight percent per annum) as may be agreed upon between the Shareholder<br> paying the sum in advance and the Directors. No such sum paid in advance of calls shall entitle<br> the Member paying such sum to any portion of a dividend declared in respect of any period<br> prior to the date upon which such sum would, but for such payment, become presently payable.
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FORFEITURE OF SHARES

35.	If<br> a Shareholder fails to pay any call or instalment of a call in respect of partly paid Shares<br> on the day appointed for payment, the Directors may, at any time thereafter during such time<br> as any part of such call or instalment remains unpaid, serve a notice on him requiring payment<br> of so much of the call or instalment as is unpaid, together with any interest which may have<br> accrued.
36.	The<br> notice shall name a further day (not earlier than the expiration of fourteen (14) calendar<br> days from the date of the notice) on or before which the payment required by the notice is<br> to be made, and shall state that in the event of non-payment at or before the time appointed,<br> the Shares in respect of which the call was made will be liable to be forfeited.
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37.	If<br> the requirements of any such notice as aforesaid are not complied with, any Share in respect<br> of which the notice has been given may at any time thereafter, before the payment required<br> by notice has been made, be forfeited by a resolution of the Directors to that effect.
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38.	A<br> forfeited Share may be sold or otherwise disposed of on such terms and in such manner as<br> the Directors think fit, and at any time before a sale or disposition the forfeiture may<br> be cancelled on such terms as the Directors think fit.
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39.	A<br> Person whose Shares have been forfeited shall cease to be a Shareholder in respect of the<br> forfeited Shares, but shall, notwithstanding, remain liable to pay to the Company all moneys<br> which at the date of forfeiture were payable by him to the Company in respect of the Shares<br> forfeited, but his liability shall cease if and when the Company receives payment in full<br> of the amount unpaid on the Shares forfeited.
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40.	A<br> certificate in writing under the hand of a Director that a Share has been duly forfeited<br> on a date stated in the certificate shall be conclusive evidence of the facts in the declaration<br> as against all Persons claiming to be entitled to the Share.
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41.	The<br> Company may receive the consideration, if any, given for a Share on any sale or disposition<br> thereof pursuant to the provisions of these Articles as to forfeiture and may execute a transfer<br> of the Share in favour of the Person to whom the Share is sold or disposed of and that Person<br> shall be registered as the holder of the Share and shall not be bound to see to the application<br> of the purchase money, if any, nor shall his title to the Shares be affected by any irregularity<br> or invalidity in the proceedings in reference to the disposition or sale.
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42.	The<br> provisions of these Articles as to forfeiture shall apply in the case of non-payment of any<br> sum which by the terms of issue of a Share becomes due and payable, whether on account of<br> the amount of the Share, or by way of premium, as if the same had been payable by virtue<br> of a call duly made and notified.
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TRANSFER OF SHARES

43.	The<br> instrument of transfer of any Share shall be in writing and in any usual or common form or<br> such other form as the Directors may, in their absolute discretion, approve and be executed<br> by or on behalf of the transferor and if in respect of a nil or partly paid up Share, or<br> if so required by the Directors, shall also be executed on behalf of the transferee and shall<br> be accompanied by the certificate (if any) of the Shares to which it relates and such other<br> evidence as the Directors may reasonably require to show the right of the transferor to make<br> the transfer. The transferor shall be deemed to remain a Shareholder until the name of the<br> transferee is entered in the Register in respect of the relevant Shares.
44.	(a)	The<br> Directors may in their absolute discretion decline to register any transfer of Shares which is not fully paid up or on which the<br> Company has a lien.
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(b)	The<br> Directors may also decline to register any transfer of any Share unless:
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(i)	the<br> instrument of transfer is lodged with the Company, accompanied by the certificate for the<br> Shares to which it relates and such other evidence as the Board may reasonably require to<br> show the right of the transferor to make the transfer;
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(ii)	the<br> instrument of transfer is in respect of only one Class of Shares;
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(iii)	the<br> instrument of transfer is properly stamped, if required;
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(iv)	in<br> the case of a transfer to joint holders, the number of joint holders to whom the Share is<br> to be transferred does not exceed four; and
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(v)	a<br> fee of such maximum sum as the Designated Stock Exchange may determine to be payable, or<br> such lesser sum as the Board of Directors may from time to time require, is paid to the Company<br> in respect thereof.
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45.	The<br> registration of transfers may, on ten (10) calendar days’ notice being given by advertisement<br> in such one or more newspapers, by electronic means or by any other means in accordance with<br> the Designated Stock Exchange Rules, be suspended and the Register closed at such times and<br> for such periods as the Directors may, in their absolute discretion, from time to time determine,<br> provided always that such registration of transfer shall not be suspended nor the Register<br> closed for more than thirty (30) calendar days in any calendar year.
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46.	All<br> instruments of transfer that are registered shall be retained by the Company. If the Directors<br> refuse to register a transfer of any Shares, they shall within three calendar months after<br> the date on which the transfer was lodged with the Company send notice of the refusal to<br> each of the transferor and the transferee.
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TRANSMISSION OF SHARES

47.	The<br> legal personal representative of a deceased sole holder of a Share shall be the only Person<br> recognised by the Company as having any title to the Share. In the case of a Share registered<br> in the name of two or more holders, the survivors or survivor, or the legal personal representatives<br> of the deceased survivor, shall be the only Person recognised by the Company as having any<br> title to the Share.
48.	Any<br> Person becoming entitled to a Share in consequence of the death or bankruptcy of a Shareholder<br> shall, upon such evidence being produced as may from time to time be required by the Directors,<br> have the right either to be registered as a Shareholder in respect of the Share or, instead<br> of being registered himself, to make such transfer of the Share as the deceased or bankrupt<br> Person could have made; but the Directors shall, in either case, have the same right to decline<br> or suspend registration as they would have had in the case of a transfer of the Share by<br> the deceased or bankrupt Person before the death or bankruptcy.
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49.	A<br> Person becoming entitled to a Share by reason of the death or bankruptcy of a Shareholder<br> shall be entitled to the same dividends and other advantages to which he would be entitled<br> if he were the registered Shareholder, except that he shall not, before being registered<br> as a Shareholder in respect of the Share, be entitled in respect of it to exercise any right<br> conferred by membership in relation to meetings of the Company, provided however, that the<br> Directors may at any time give notice requiring any such Person to elect either to be registered<br> himself or to transfer the Share, and if the notice is not complied with within ninety (90)<br> calendar days, the Directors may thereafter withhold payment of all dividends, bonuses or<br> other monies payable in respect of the Share until the requirements of the notice have been<br> complied with.
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REGISTRATION OF EMPOWERING INSTRUMENTS

50.	The<br> Company shall be entitled to charge a fee not exceeding one dollar (US$1.00) on the registration<br> of every probate, letters of administration, certificate of death or marriage, power of attorney,<br> notice in lieu of distringas, or other instrument.

ALTERATION OF SHARE CAPITAL

51.	The<br> Company may from time to time by Ordinary Resolution increase the share capital by such sum,<br> to be divided into Shares of such Classes and amount, as the resolution shall prescribe.
52.	The<br> Company may by Ordinary Resolution:
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(a)	increase<br> its share capital by new Shares of such amount as it thinks expedient;
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(b)	consolidate<br> and divide all or any of its share capital into Shares of a larger amount than its existing<br> Shares;
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(c)	subdivide<br> its Shares, or any of them, into Shares of an amount smaller than that fixed by the Memorandum,<br> provided that in the subdivision the proportion between the amount paid and the amount, if<br> any, unpaid on each reduced Share shall be the same as it was in case of the Share from which<br> the reduced Share is derived; and
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(d)	cancel<br> any Shares that, at the date of the passing of the resolution, have not been taken or agreed<br> to be taken by any Person and diminish the amount of its share capital by the amount of the<br> Shares so cancelled.
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53.	The<br> Company may by Special Resolution reduce its share capital and any capital redemption reserve<br> in any manner authorised by the Companies Act.
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REDEMPTION, PURCHASE AND SURRENDER OF SHARES

54.	Subject<br> to the provisions of the Companies Act and these Articles, the Company may:
(a)	issue<br> Shares that are to be redeemed or are liable to be redeemed at the option of the Shareholder<br> or the Company. The redemption of Shares shall be effected in such manner and upon such terms<br> as may be determined, before the issue of such Shares, by either the Board or by the Shareholders<br> by Ordinary Resolution;
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(b)	purchase<br> its own Shares (including any redeemable Shares) on such terms and in such manner and terms<br> as have been approved by the Board or by the Shareholders by Ordinary Resolution, or are<br> otherwise authorised by these Articles; and
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(c)	make<br> a payment in respect of the redemption or purchase of its own Shares in any manner permitted<br> by the Companies Act, including out of capital.
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55.	The<br> purchase of any Share shall not oblige the Company to purchase any other Share other than<br> as may be required pursuant to applicable law and any other contractual obligations of the<br> Company.
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56.	The<br> holder of the Shares being purchased shall be bound to deliver up to the Company the certificate(s)<br> (if any) thereof for cancellation and thereupon the Company shall pay to him the purchase<br> or redemption monies or consideration in respect thereof.
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57.	The<br> Directors may accept the surrender for no consideration of any fully paid Share.
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TREASURY SHARES

58.	The<br> Directors may, prior to the purchase, redemption or surrender of any Share, determine that<br> such Share shall be held as a Treasury Share.
59.	The<br> Directors may determine to cancel a Treasury Share or transfer a Treasury Share on such terms<br> as they think proper (including, without limitation, for nil consideration).
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GENERAL MEETINGS

60.	All<br> general meetings other than annual general meetings shall be called extraordinary general<br> meetings.
61.	(a)	The<br> Company may (but shall not be obliged to) in each calendar year hold a general meeting as its annual general meeting and shall specify<br> the meeting as such in the notices calling it. The annual general meeting shall be held at such time and place as may be determined<br> by the Directors.
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(b)	At<br> these meetings the report of the Directors (if any) shall be presented.
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62.	(a)	The<br> Chairman or the Directors (acting by a resolution of the Board) may call general meetings, and they shall, subject to below Article<br> 62(b), on a Shareholders’ requisition as provided in below Article 62(b), forthwith proceed to convene an extraordinary general<br> meeting of the Company.
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(b)	A<br> Shareholders’ requisition is a requisition of Members holding at the date of deposit<br> of the requisition Shares which carry in aggregate not less than one-half (1/2) of all votes<br> attaching to all the issued and outstanding Shares that as at the date of the deposit carry<br> the right to vote at general meetings of the Company; provided always that the Founder beneficially<br> owns more than one-half (1/2) of the total voting rights of the Company as at the date of<br> the deposit of the requisition Shares.
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(c)	The<br> requisition must state the objects of the meeting and must be signed by the requisitionists<br> and deposited at the Registered Office, and may consist of several documents in like form<br> each signed by one or more requisitionists.
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(d)	If<br> there are no Directors as at the date of the deposit of the Shareholders’ requisition,<br> or if the Directors do not within twenty-one (21) calendar days from the date of the deposit<br> of the requisition duly proceed to convene a general meeting to be held within a further<br> twenty-one (21) calendar days, the requisitionists, or any of them representing more than<br> one-half (1/2) of the total voting rights of all of them, may themselves convene a general<br> meeting, but any meeting so convened shall not be held after the expiration of three (3)<br> calendar months after the expiration of the said twenty-one (21) calendar days.
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(e)	A<br> general meeting convened as aforesaid by requisitionists shall be convened in the same manner<br> as nearly as possible as that in which general meetings are to be convened by Directors.
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NOTICE OF GENERAL MEETINGS

63.	At<br> least seven (7) calendar days’ notice shall be given for any general meeting. Every<br> notice shall be exclusive of the day on which it is given or deemed to be given and of the<br> day for which it is given and shall specify the place, the day and the hour of the meeting<br> and the general nature of the business and shall be given in the manner hereinafter mentioned<br> or in such other manner if any as may be prescribed by the Company, provided that a general<br> meeting of the Company shall, whether or not the notice specified in this Article has been<br> given and whether or not the provisions of these Articles regarding general meetings have<br> 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 the Shareholders (or their proxies) entitled<br> to attend and vote thereat; and
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(b)	in<br> the case of an extraordinary general meeting, by holders of two-thirds (2/3) of the Shareholders<br> having a right to attend and vote at the meeting, Present at the meeting or, in the case<br> of a corporation or other non-natural person, represented by its duly authorised representative<br> or proxy.
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64.	The<br> accidental omission to give notice of a meeting to or the non-receipt of a notice of a meeting<br> by any Shareholder shall not invalidate the proceedings at any meeting.
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PROCEEDINGS AT GENERAL MEETINGS

65.	No<br> business except for the appointment of a chairman for the meeting shall be transacted at<br> any general meeting unless a quorum of Shareholders is Present at the time when the meeting<br> proceeds to business. One or more Shareholders holding Shares which carry in aggregate (or<br> representing by proxy) not less than one-third (1/3) of all votes attaching to all Shares<br> in issue and entitled to vote at such general meeting, Present at the meeting, shall be a<br> quorum for all purposes.
66.	If<br> within half an hour from the time appointed for the meeting a quorum is not Present, the<br> meeting shall be dissolved.
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67.	If<br> the Directors wish to make this facility available for a specific general meeting or all<br> general meetings of the Company, attendance and participation in any general meeting of the<br> Company may be by means of Communication Facilities. Without limiting the generality of the<br> foregoing, the Directors may determine that any general meeting may be held as a Virtual<br> Meeting. The notice of any general meeting at which Communication Facilities will be utilised<br> (including any Virtual Meeting) must disclose the Communication Facilities that will be used,<br> including the procedures to be followed by any Shareholder or other participant of the meeting<br> who wishes to utilise such Communication Facilities for the purposes of attending and participating<br> in such meeting, including attending and casting any vote thereat.
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68.	The<br> Chairman, if any, shall preside as chairman at every general meeting of the Company.
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69.	If<br> there is no such Chairman, or if at any general meeting he is not Present within fifteen<br> minutes after the time appointed for holding the meeting or is unwilling to act as chairman<br> of the meeting, any Director or Person nominated by the Directors shall preside as chairman<br> of that meeting, failing which the Shareholders Present shall choose any Person Present to<br> be chairman of that meeting.
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70.	The<br> chairman of any general meeting (including any Virtual Meeting) shall be entitled to attend<br> and participate at any such general meeting by means of Communication Facilities, and to<br> act as the chairman of such general meeting, in which event the following provisions shall<br> apply:
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(a)	The<br> chairman of the meeting shall be deemed to be Present at the meeting; and
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(b)	If<br> the Communication Facilities are interrupted or fail for any reason to enable the chairman<br> of the meeting to hear and be heard by all other Persons participating in the meeting, then<br> the other Directors Present at the meeting shall choose another Director Present to act as<br> chairman of the meeting for the remainder of the meeting; provided that if no other Director<br> is Present at the meeting, or if all the Directors Present decline to take the chair, then<br> the meeting shall be automatically adjourned to the same day in the next week and at such<br> time and place as shall be decided by the Board of Directors.
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71.	The<br> chairman of any general meeting at which a quorum is Present may with the consent of the<br> meeting (and shall if so directed by the meeting) adjourn the meeting from time to time and<br> from place to place, but no business shall be transacted at any adjourned meeting other than<br> the business left unfinished at the meeting from which the adjournment took place. When a<br> meeting, or adjourned meeting, is adjourned for fourteen (14) calendar days or more, notice<br> of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid<br> it shall not be necessary to give any notice of an adjournment or of the business to be transacted<br> at an adjourned meeting.
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72.	The<br> Directors may cancel or postpone any duly convened general meeting at any time prior to such<br> meeting, except for general meetings requisitioned by the Shareholders in accordance with<br> these Articles, for any reason or for no reason, upon notice in writing to Shareholders.<br> A postponement may be for a stated period of any length or indefinitely as the Directors<br> may determine.
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73.	At<br> any general meeting a resolution put to the vote of the meeting shall be decided by a poll.
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74.	A<br> poll shall be taken in such manner as the chairman of the meeting directs, and the result<br> of the poll shall be deemed to be the resolution of the meeting.
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75.	All<br> questions submitted to a meeting shall be decided by an Ordinary Resolution except where<br> a greater majority is required by these Articles or by the Companies Act. In the case of<br> an equality of votes, the chairman of the meeting shall be entitled to a second or casting<br> vote.
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76.	A<br> poll shall be taken forthwith or at such time as the chairman of the meeting directs.
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VOTES OF SHAREHOLDERS

77.	Subject<br> to any rights and restrictions for the time being attached to any Share, on a poll every<br> Shareholder Present at the meeting shall have one (1) vote for each Class A Ordinary Share<br> and two hundred (200) votes for each Class B Ordinary Share of which such Shareholder is<br> the holder.
78.	In<br> the case of joint holders the vote of the senior who tenders a vote whether in person or<br> by proxy (or, if a corporation or other non-natural person, by its duly authorised representative<br> or proxy) shall be accepted to the exclusion of the votes of the other joint holders and<br> for this purpose seniority shall be determined by the order in which the names stand in the<br> Register.
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79.	Shares<br> carrying the right to vote that are held by a Shareholder of unsound mind, or in respect<br> of whom an order has been made by any court having jurisdiction in lunacy, may be voted by<br> his committee, or other Person in the nature of a committee appointed by that court, and<br> any such committee or other Person may vote in respect of such Shares by proxy.
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80.	No<br> Shareholder shall be entitled to vote at any general meeting of the Company unless all calls,<br> if any, or other sums presently payable by him in respect of Shares carrying the right to<br> vote held by him have been paid.
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81.	On<br> a poll votes may be given either personally or by proxy.
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82.	Each<br> Shareholder, other than a recognised clearing house (or its nominee(s)), may only appoint<br> one proxy on a poll. The instrument appointing a proxy shall be in writing under the hand<br> of the appointor or of his attorney duly authorised in writing or, if the appointor is a<br> corporation, either under Seal or under the hand of an officer or attorney duly authorised.<br> A proxy need not be a Shareholder.
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83.	An<br> instrument appointing a proxy may be in any usual or common form or such other form as the<br> Directors may approve.
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84.	The<br> instrument appointing a proxy shall be deposited at the Registered Office or at such other<br> place as is specified for that purpose in the notice convening the meeting, or in any instrument<br> of proxy sent out by the Company not less than 48 hours before the time for holding the meeting<br> or adjourned meeting at which the person named in the instrument proposes to vote, provided<br> that the Directors may in the notice convening the meeting, or in an instrument of proxy<br> sent out by the Company, direct that the instrument appointing a proxy may be deposited at<br> such other time (no later than the time for holding the meeting or adjourned meeting) at<br> the Registered Office or at such other place as is specified for that purpose in the notice<br> convening the meeting, or in any instrument of proxy sent out by the Company. The chairman<br> of the meeting may in any event at his discretion direct that an instrument of proxy shall<br> be deemed to have been duly deposited. An instrument of proxy that is not deposited in the<br> manner permitted shall be invalid.
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85.	A<br> resolution in writing signed by all the Shareholders for the time being entitled to receive<br> notice of and to attend and vote at general meetings of the Company (or being corporations<br> by their duly authorised representatives) shall be as valid and effective as if the same<br> had been passed at a general meeting of the Company duly convened and held.
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CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS

86.

Any corporation which is a Shareholder or a Director may by resolution of its directors or other governing body authorise such Person as it thinks fit to act as its representative at any meeting of the Company or of any meeting of holders of a Class or of the Directors or of a committee of Directors, and the Person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were an individual Shareholder or Director.

DEPOSITARY AND CLEARING HOUSES

87.

If a recognised clearing house (or its nominee(s)) is a Member of the Company it may, by resolution of its directors or other governing body or by power of attorney, authorise such Person(s) as it thinks fit to act as its representative(s) at any general meeting of the Company or of any Class of Shareholders provided that, if more than one Person is so authorised, the authorisation shall specify the number and Class of Shares in respect of which each such Person is so authorised. A Person so authorised pursuant to this Article shall be entitled to exercise the same powers on behalf of the recognised clearing house (or its nominee(s)) which he represents as that recognised clearing house (or its nominee(s)) could exercise if it were an individual Member holding the number and Class of Shares specified in such authorisation.

DIRECTORS

88.	(a)	Unless<br> otherwise determined by the Company in general meeting, the number of Directors shall not be less than three (3) and not be more<br> than nine (9) Directors, the exact number of Directors to be determined from time to time by the Board of Directors.
(b)	The<br> Board of Directors shall elect and appoint a Chairman by a majority of the Directors then<br> in office. Once elected, the Chairman will hold office for an indefinite period unless and<br> until removed in accordance with paragraph (f) below. The Chairman shall preside as chairman<br> at every meeting of the Board of Directors. To the extent the Chairman is not present at<br> a meeting of the Board of Directors within fifteen minutes after the time appointed for holding<br> the same, the attending Directors may choose one of them to be the chairman of the meeting.
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(c)	The<br> Company may by Ordinary Resolution, appoint any person to be a Director.
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(d)	The<br> Board may, by the affirmative vote of a simple majority of the remaining Directors present<br> and voting at a Board meeting, appoint any person as a Director, to fill a casual vacancy<br> on the Board.
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(e)	An<br> appointment of a Director may be on terms that the Director shall automatically retire from<br> office (unless he has sooner vacated office) at the next or a subsequent annual general meeting<br> or upon any specified event or after any specified period in a written agreement between<br> the Company and the Director, if any; but no such term shall be implied in the absence of<br> express provision. Each Director whose term of office expires shall be eligible for re-election<br> at a meeting of the Shareholders or re-appointment by the Board, which may be created in<br> accordance with Article 108.
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(f)	A<br> Director may be removed from office by Ordinary Resolution (except (A) when the Founder beneficially<br> owns less than one-half (1/2) of the total voting rights of the Company, a Director may only<br> be removed from office by Special Resolution and (B) with regard to the removal of a Director<br> who is the Chairman, who may be removed from office by Special Resolution), notwithstanding<br> anything in these Articles or in any agreement between the Company and such Director (but<br> without prejudice to any claim for damages under such agreement).
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(g)	The<br> notice of any meeting at which a resolution to remove a Director shall be proposed or voted<br> upon must contain a statement of the intention to remove that Director and such notice must<br> be served on that Director not less than ten (10) calendar days before the meeting. Such<br> Director is entitled to attend the meeting and be heard on the motion for his removal.
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89.	The<br> Board may, from time to time, and except as required by applicable law or Designated Stock<br> Exchange Rules, adopt, institute, amend, modify or revoke the corporate governance policies<br> or initiatives of the Company and determine on various corporate governance related matters<br> of the Company as the Board shall determine by resolution of Directors from time to time.
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90.	A<br> Director shall not be required to hold any Shares in the Company by way of qualification.<br> A Director who is not a Member of the Company shall nevertheless be entitled to attend and<br> speak at general meetings.
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91.	The<br> remuneration of the Directors may be determined by the Directors and may not be determined<br> by the Members.
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92.	The<br> Directors shall be entitled to be paid for their travelling, hotel and other expenses properly<br> incurred by them in going to, attending and returning from meetings of the Directors, or<br> any committee of the Directors, or general meetings of the Company, or otherwise in connection<br> with the business of the Company, or to receive such fixed allowance in respect thereof as<br> may be determined by the Directors from time to time, or a combination partly of one such<br> method and partly the other.
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ALTERNATE DIRECTOR OR PROXY

93.	Any<br> Director may in writing appoint another Person to be his alternate and, save to the extent<br> provided otherwise in the form of appointment, such alternate shall have authority to sign<br> written resolutions on behalf of the appointing Director, but shall not be required to sign<br> such written resolutions where they have been signed by the appointing director, and to act<br> in such Director’s place at any meeting of the Directors at which the appointing Director<br> is unable to be present. Every such alternate shall be entitled to attend and vote at meetings<br> of the Directors as a Director when the Director appointing him is not personally present<br> and where he is a Director to have a separate vote on behalf of the Director he is representing<br> in addition to his own vote. A Director may at any time in writing revoke the appointment<br> of an alternate appointed by him. Such alternate shall be deemed for all purposes to be a<br> Director of the Company and shall not be deemed to be the agent of the Director appointing<br> him. The remuneration of such alternate shall be payable out of the remuneration of the Director<br> appointing him and the proportion thereof shall be agreed between them.
94.	Any<br> Director may appoint any Person, whether or not a Director, to be the proxy of that Director<br> to attend and vote on his behalf, in accordance with instructions given by that Director,<br> or in the absence of such instructions at the discretion of the proxy, at a meeting or meetings<br> of the Directors which that Director is unable to attend personally. The instrument appointing<br> the proxy shall be in writing under the hand of the appointing Director and shall be in any<br> usual or common form or such other form as the Directors may approve, and must be lodged<br> with the chairman of the meeting of the Directors at which such proxy is to be used, or first<br> used, prior to the commencement of the meeting.
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93.

Any Director may in writing appoint another Person to be his alternate and, save to the extent provided otherwise in the form of appointment, such alternate shall have authority to sign written resolutions on behalf of the appointing Director, but shall not be required to sign such written resolutions where they have been signed by the appointing director, and to act in such Director’s place at any meeting of the Directors at which the appointing Director is unable to be present. Every such alternate shall be entitled to attend and vote at meetings of the Directors as a Director when the Director appointing him is not personally present and where he is a Director to have a separate vote on behalf of the Director he is representing in addition to his own vote. A Director may at any time in writing revoke the appointment of an alternate appointed by him. Such alternate shall be deemed for all purposes to be a Director of the Company and shall not be deemed to be the agent of the Director appointing him. The remuneration of such alternate shall be payable out of the remuneration of the Director appointing him and the proportion thereof shall be agreed between them.

94.

Any Director may appoint any Person, whether or not a Director, to be the proxy of that Director to attend and vote on his behalf, in accordance with instructions given by that Director, or in the absence of such instructions at the discretion of the proxy, at a meeting or meetings of the Directors which that Director is unable to attend personally. The instrument appointing the proxy shall be in writing under the hand of the appointing Director and shall be in any usual or common form or such other form as the Directors may approve, and must be lodged with the chairman of the meeting of the Directors at which such proxy is to be used, or first used, prior to the commencement of the meeting.

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POWERS AND DUTIES OF DIRECTORS

95.	Subject<br> to the Companies Act, these Articles and any resolutions passed in a general meeting, the<br> business of the Company shall be managed by the Directors, who may pay all expenses incurred<br> in setting up and registering the Company and may exercise all powers of the Company. No<br> resolution passed by the Company in general meeting shall invalidate any prior act of the<br> Directors that would have been valid if that resolution had not been passed.
96.	Subject<br> to these Articles, the Directors may from time to time appoint any natural person or corporation,<br> whether or not a Director to hold such office in the Company as the Directors may think necessary<br> for the administration of the Company, including but not limited to, chief executive officer,<br> one or more other executive officers, president, one or more vice presidents, treasurer,<br> assistant treasurer, manager or controller, and for such term and at such remuneration (whether<br> by way of salary or commission or participation in profits or partly in one way and partly<br> in another), and with such powers and duties as the Directors may think fit. Any natural<br> person or corporation so appointed by the Directors may be removed by the Directors. The<br> Directors may also appoint one or more of them to the office of managing director upon like<br> terms, but any such appointment shall ipso facto terminate if any managing director ceases<br> for any cause to be a Director, or if the Company by Ordinary Resolution resolves that his<br> tenure of office be terminated.
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97.	The<br> Directors may appoint any natural person or corporation to be a Secretary (and if need be<br> an assistant Secretary or assistant Secretaries) who shall hold office for such term, at<br> such remuneration and upon such conditions and with such powers as they think fit. Any Secretary<br> or assistant Secretary so appointed by the Directors may be removed by the Directors.
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98.	The<br> Directors may delegate any of their powers to committees consisting of such member or members<br> of their body as they think fit; any committee so formed shall in the exercise of the powers<br> so delegated conform to any regulations that may be imposed on it by the Directors.
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99.	The<br> Directors may from time to time and at any time by power of attorney (whether under Seal<br> or under hand) or otherwise appoint any company, firm or Person or body of Persons, whether<br> nominated directly or indirectly by the Directors, to be the attorney or attorneys or authorised<br> signatory (any such Person being an “Attorney” or “Authorised Signatory”,<br> respectively) of the Company for such purposes and with such powers, authorities and discretion<br> (not exceeding those vested in or exercisable by the Directors under these Articles) and<br> for such period and subject to such conditions as they may think fit, and any such power<br> of attorney or other appointment may contain such provisions for the protection and convenience<br> of Persons dealing with any such Attorney or Authorised Signatory as the Directors may think<br> fit, and may also authorise any such Attorney or Authorised Signatory to delegate all or<br> any of the powers, authorities and discretion vested in him.
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100.	The<br> Directors may from time to time provide for the management of the affairs of the Company<br> in such manner as they shall think fit and the provisions contained in the three next following<br> Articles shall not limit the general powers conferred by this Article.
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101.	The<br> Directors from time to time and at any time may establish any committees, local boards or<br> agencies for managing any of the affairs of the Company and may appoint any natural person<br> or corporation to be a member of such committees or local boards and may appoint any managers<br> or agents of the Company and may fix the remuneration of any such natural person or corporation.
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102.	The<br> Directors from time to time and at any time may delegate to any such committee, local board,<br> manager or agent any of the powers, authorities and discretions for the time being vested<br> in the Directors and may authorise the members for the time being of any such local board,<br> or any of them to fill any vacancies therein and to act notwithstanding vacancies and any<br> such appointment or delegation may be made on such terms and subject to such conditions as<br> the Directors may think fit and the Directors may at any time remove any natural person or<br> corporation so appointed and may annul or vary any such delegation, but no Person dealing<br> in good faith and without notice of any such annulment or variation shall be affected thereby.
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103.	Any<br> such delegates as aforesaid may be authorised by the Directors to sub-delegate all or any<br> of the powers, authorities, and discretion for the time being vested in them.
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BORROWING POWERS OF DIRECTORS

104.

The Directors may from time to time at their discretion exercise all the powers of the Company to raise or borrow money and to mortgage or charge its undertaking, property and assets (present and future) and uncalled capital or any part thereof, to issue debentures, debenture stock, bonds and other securities, whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party.

THE SEAL

105.	The<br> Seal shall not be affixed to any instrument except by the authority of a resolution of the<br> Directors provided always that such authority may be given prior to or after the affixing<br> of the Seal and if given after may be in general form confirming a number of affixing of<br> the Seal. The Seal shall be affixed in the presence of a Director or a Secretary (or an assistant<br> Secretary) or in the presence of any one or more Persons as the Directors may appoint for<br> the purpose and every Person as aforesaid shall sign every instrument to which the Seal is<br> so affixed in their presence.
106.	The<br> Company may maintain a facsimile of the Seal in such countries or places as the Directors<br> may appoint and such facsimile Seal shall not be affixed to any instrument except by the<br> authority of a resolution of the Directors provided always that such authority may be given<br> prior to or after the affixing of such facsimile Seal and if given after may be in general<br> form confirming a number of affixing of such facsimile Seal. The facsimile Seal shall be<br> affixed in the presence of such Person or Persons as the Directors shall for this purpose<br> appoint and such Person or Persons as aforesaid shall sign every instrument to which the<br> facsimile Seal is so affixed in their presence and such affixing of the facsimile Seal and<br> signing as aforesaid shall have the same meaning and effect as if the Seal had been affixed<br> in the presence of and the instrument signed by a Director or a Secretary (or an assistant<br> Secretary) or in the presence of any one or more Persons as the Directors may appoint for<br> the purpose.
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107.	Notwithstanding<br> the foregoing, a Secretary or any assistant Secretary shall have the authority to affix the<br> Seal, or the facsimile Seal, to any instrument for the purposes of attesting authenticity<br> of the matter contained therein but which does not create any obligation binding on the Company.
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DISQUALIFICATION OF DIRECTORS

108.	The<br> office of Director shall be vacated, if the Director:
(a)	becomes<br> bankrupt or makes any arrangement or composition with his creditors;
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(b)	dies<br> or is found to be or becomes of unsound mind;
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(c)	resigns<br> his office by notice in writing to the Company; or
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(d)	is<br> removed from office pursuant to any other provision of these Articles.
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PROCEEDINGS OF DIRECTORS

109.	The<br> Directors may meet together (either within or outside the Cayman Islands) for the despatch<br> of business, adjourn, and otherwise regulate their meetings and proceedings as they think<br> fit. Questions arising at any meeting shall be decided by a majority of votes. At any meeting<br> of the Directors, each Director present in person or represented by his proxy or alternate<br> shall be entitled to one vote. In case of an equality of votes the chairman of the meeting<br> shall have a second or casting vote. A Director may, and a Secretary or assistant Secretary<br> on the requisition of a Director shall, at any time summon a meeting of the Directors.
110.	A<br> Director may participate in any meeting of the Directors, or of any committee appointed by<br> the Directors of which such Director is a member, by means of telephone or similar communication<br> equipment by way of which all Persons participating in such meeting can communicate with<br> each other and such participation shall be deemed to constitute presence in person at the<br> meeting.
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111.	The<br> quorum necessary for the transaction of the business of the Board may be fixed by the Directors,<br> and unless so fixed, the quorum shall be a majority of Directors then in office. A Director<br> represented by proxy or by an alternate Director at any meeting shall be deemed to be present<br> for the purposes of determining whether or not a quorum is present.
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112.	A<br> Director who is in any way, whether directly or indirectly, interested in a contract or transaction<br> or proposed contract or transaction with the Company shall declare the nature of his interest<br> at a meeting of the Directors. A general notice given to the Directors by any Director to<br> the effect that he is a member of any specified company or firm and is to be regarded as<br> interested in any contract or transaction which may thereafter be made with that company<br> or firm shall be deemed a sufficient declaration of interest in regard to any contract so<br> made or transaction so consummated. Subject to the Designated Stock Exchange Rules and disqualification<br> by the chairman of the relevant Board meeting, a Director may vote in respect of any contract<br> or transaction or proposed contract or transaction notwithstanding that he may be interested<br> therein and if he does so his vote shall be counted and he may be counted in the quorum at<br> any meeting of the Directors at which any such contract or transaction or proposed contract<br> or transaction shall come before the meeting for consideration.
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113.	A<br> Director may hold any other office or place of profit under the Company (other than the office<br> of auditor) in conjunction with his office of Director for such period and on such terms<br> (as to remuneration and otherwise) as the Directors may determine and no Director or intending<br> Director shall be disqualified by his office from contracting with the Company either with<br> regard to his tenure of any such other office or place of profit or as vendor, purchaser<br> or otherwise, nor shall any such contract or arrangement entered into by or on behalf of<br> the Company in which any Director is in any way interested be liable to be avoided, nor shall<br> any Director so contracting or being so interested be liable to account to the Company for<br> any profit realised by any such contract or arrangement by reason of such Director holding<br> that office or of the fiduciary relation thereby established. A Director, notwithstanding<br> his interest, may be counted in the quorum present at any meeting of the Directors whereat<br> he or any other Director is appointed to hold any such office or place of profit under the<br> Company or whereat the terms of any such appointment are arranged and he may vote on any<br> such appointment or arrangement.
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114.	Any<br> Director may act by himself or through his firm in a professional capacity for the Company,<br> and he or his firm shall be entitled to remuneration for professional services as if he were<br> not a Director; provided that nothing herein contained shall authorise a Director or his<br> firm to act as auditor to the Company.
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115.	The<br> Directors shall cause minutes to be made for the purpose of recording:
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(a)	all<br> appointments of officers made by the Directors;
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(b)	the<br> names of the Directors present at each meeting of the Directors and of any committee of the<br> Directors; and
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(c)	all<br> resolutions and proceedings at all meetings of the Company, and of the Directors and of committees<br> of Directors.
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116.	When<br> the chairman of a meeting of the Directors signs the minutes of such meeting the same shall<br> be deemed to have been duly held notwithstanding that all the Directors have not actually<br> come together or that there may have been a technical defect in the proceedings.
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117.	A<br> resolution in writing signed by all the Directors or all the members of a committee of Directors<br> entitled to receive notice of a meeting of Directors or committee of Directors, as the case<br> may be (an alternate Director, subject as provided otherwise in the terms of appointment<br> of the alternate Director, being entitled to sign such a resolution on behalf of his appointer),<br> shall be as valid and effectual as if it had been passed at a duly called and constituted<br> meeting of Directors or committee of Directors, as the case may be. When signed a resolution<br> may consist of several documents each signed by one or more of the Directors or his duly<br> appointed alternate.
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118.	The<br> continuing Directors may act notwithstanding any vacancy in their body but if and for so<br> long as their number is reduced below the number fixed by or pursuant to these Articles as<br> the necessary quorum of Directors, the continuing Directors may act for the purpose of increasing<br> the number, or of summoning a general meeting of the Company, but for no other purpose.
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119.	Subject<br> to any regulations imposed on it by the Directors, a committee appointed by the Directors<br> may elect a chairman of its meetings. If no such chairman is elected, or if at any meeting<br> the chairman is not present within fifteen minutes after the time appointed for holding the<br> meeting, the committee members present may choose one of them to be chairman of the meeting.
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120.	A<br> committee appointed by the Directors may meet and adjourn as it thinks proper. Subject to<br> any regulations imposed on it by the Directors, questions arising at any meeting shall be<br> determined by a majority of votes of the committee members present and in case of an equality<br> of votes the chairman shall have a second or casting vote.
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121.	All<br> acts done by any meeting of the Directors or of a committee of Directors, or by any Person<br> acting as a Director, shall notwithstanding that it be afterwards discovered that there was<br> some defect in the appointment of any such Director or Person acting as aforesaid, or that<br> they or any of them were disqualified, be as valid as if every such Person had been duly<br> appointed and was qualified to be a Director.
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PRESUMPTION OF ASSENT

122.

A Director who is present at a meeting of the Board of Directors at which an action on any Company matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent from such action with the person acting as the chairman or secretary of the meeting before the adjournment thereof or shall forward such dissent by registered post to such person immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favour of such action.

DIVIDENDS

123.	Subject<br> to any rights and restrictions for the time being attached to any Shares and otherwise as<br> provided in these Articles, the Directors may from time to time declare dividends (including<br> interim dividends) and other distributions on Shares in issue and authorise payment of the<br> same out of the funds of the Company lawfully available therefor.
124.	Subject<br> to any rights and restrictions for the time being attached to any Shares and otherwise as<br> provided in these Articles, the Company by Ordinary Resolution may declare dividends, but<br> no dividend shall exceed the amount recommended by the Directors.
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125.	The<br> Directors may, before recommending or declaring any dividend, set aside out of the funds<br> legally available for distribution such sums as they think proper as a reserve or reserves<br> which shall, in the absolute discretion of the Directors, be applicable for meeting contingencies<br> or for equalising dividends or for any other purpose to which those funds may be properly<br> applied, and pending such application may in the absolute discretion of the Directors, either<br> be employed in the business of the Company or be invested in such investments (other than<br> Shares of the Company) as the Directors may from time to time think fit.
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126.	Any<br> dividend payable in cash to the holder of Shares may be paid in any manner determined by<br> the Directors. If paid by cheque it will be sent by mail addressed to the holder at his address<br> in the Register, or addressed to such person and at such addresses as the holder may direct.<br> Every such cheque or warrant shall, unless the holder or joint holders otherwise direct,<br> be made payable to the order of the holder or, in the case of joint holders, to the order<br> of the holder whose name stands first on the Register in respect of such Shares, and shall<br> be sent at his or their risk and payment of the cheque or warrant by the bank on which it<br> is drawn shall constitute a good discharge to the Company.
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127.	Subject<br> to other provisions of these Articles, the Directors may determine that a dividend shall<br> be paid wholly or partly by the distribution of specific assets (which may consist of the<br> shares or securities of any other company) and may settle all questions concerning such distribution.<br> Without limiting the generality of the foregoing, the Directors may fix the value of such<br> specific assets, may determine that cash payment shall be made to some Shareholders in lieu<br> of specific assets and may vest any such specific assets in trustees on such terms as the<br> Directors think fit.
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128.	Subject<br> to any rights and restrictions for the time being attached to any Shares, all dividends shall<br> be declared and paid according to the amounts paid up on the Shares, but if and for so long<br> as nothing is paid up on any of the Shares dividends may be declared and paid according to<br> the par value of the Shares. No amount paid on a Share in advance of calls shall, while carrying<br> interest, be treated for the purposes of this Article as paid on the Share.
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129.	If<br> several Persons are registered as joint holders of any Share, any of them may give effective<br> receipts for any dividend or other moneys payable on or in respect of the Share.
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130.	No<br> dividend shall bear interest against the Company.
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131.	Any<br> dividend unclaimed after a period of six calendar years from the date of declaration of such<br> dividend may be forfeited by the Board of Directors and, if so forfeited, shall revert to<br> the Company.
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ACCOUNTS, AUDIT AND ANNUAL RETURN AND DECLARATION

132.	The<br> books of account relating to the Company’s affairs shall be kept in such manner as<br> may be determined from time to time by the Directors.
133.	The<br> books of account shall be kept at the Registered Office or at such other place or places<br> as the Directors think fit, and shall always be open to the inspection of the Directors.
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134.	The<br> Directors may from time to time determine whether and to what extent and at what times and<br> places and under what conditions or regulations the accounts and books of the Company or<br> any of them shall be open to the inspection of Shareholders not being Directors, and no Shareholder<br> (not being a Director) shall have any right to inspect any account or book or document of<br> the Company except as conferred by law or authorised by the Directors or by Ordinary Resolution.
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135.	The<br> accounts relating to the Company’s affairs shall be audited in such manner and with<br> such financial year end as may be determined from time to time by the Directors or failing<br> any determination as aforesaid shall not be audited.
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136.	The<br> Directors may appoint an auditor of the Company who shall hold office until removed from<br> office by a resolution of the Directors and may fix his or their remuneration.
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137.	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 auditors.
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138.	The<br> auditors shall, if so required by the Directors, make a report on the accounts of the Company<br> during their tenure of office at the next annual general meeting following their appointment,<br> and at any time during their term of office, upon request of the Directors or any general<br> meeting of the Members.
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139.	The<br> Directors in each calendar year shall prepare, or cause to be prepared, an annual return<br> and declaration setting forth the particulars required by the Companies Act and deliver a<br> copy thereof to the Registrar of Companies in the Cayman Islands.
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CAPITALISATION OF RESERVES

140.	Subject<br> to the Companies Act, the Directors may:
(a)	resolve<br> to capitalise an amount standing to the credit of reserves (including a Share Premium Account,<br> capital redemption reserve and profit and loss account), which is available for distribution;
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(b)	appropriate<br> the sum resolved to be capitalised to the Shareholders in proportion to the nominal amount<br> of Shares (whether or not fully paid) held by them respectively and apply that sum on their<br> behalf in or towards:
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(i)	paying<br> up the amounts (if any) for the time being unpaid on Shares held by them respectively, or
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(ii)	paying<br> up in full unissued Shares or debentures of a nominal amount equal to that sum,
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and allot the Shares or debentures, credited as fully paid, to the Shareholders (or as they may direct) in those proportions, or partly in one way and partly in the other, but the Share Premium Account, the capital redemption reserve and profits which are not available for distribution may, for the purposes of this Article, only be applied in paying up unissued Shares to be allotted to Shareholders credited as fully paid;

(c)	make<br> any arrangements they think fit to resolve a difficulty arising in the distribution of a<br> capitalised reserve and in particular, without limitation, where Shares or debentures become<br> distributable in fractions the Directors may deal with the fractions as they think fit;
(d)	authorise<br> a Person to enter (on behalf of all the Shareholders concerned) into an agreement with the<br> Company providing for either:
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(i)	the<br> allotment to the Shareholders respectively, credited as fully paid, of Shares or debentures<br> to which they may be entitled on the capitalisation, or
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(ii)	the<br> payment by the Company on behalf of the Shareholders (by the application of their respective<br> proportions of the reserves resolved to be capitalised) of the amounts or part of the amounts<br> remaining unpaid on their existing Shares,
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and any such agreement made under this authority being effective and binding on all those Shareholders; and

(e)	generally<br> do all acts and things required to give effect to the resolution.
141.	Notwithstanding<br> any provisions in these Articles and subject to the Companies Act, the Directors may resolve<br> to capitalise an amount standing to the credit of reserves (including the share premium account,<br> capital redemption reserve and profit and loss account) or otherwise available for distribution<br> by applying such sum in paying up in full unissued Shares to be allotted and issued to:
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(a)	employees<br> (including Directors) or service providers of the Company or its Affiliates upon exercise<br> or vesting of any options or awards granted under any share incentive scheme or employee<br> benefit scheme or other arrangement which relates to such persons that has been adopted or<br> approved by the Directors or the Members;
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(b)	any<br> trustee of any trust or administrator of any share incentive scheme or employee benefit scheme<br> to whom shares are to be allotted and issued by the Company in connection with the operation<br> of any share incentive scheme or employee benefit scheme or other arrangement which relates<br> to such persons that has been adopted or approved by the Directors or Members; or
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(c)	service<br> providers of the Company or its Affiliates upon exercise or vesting of any options or awards<br> granted under any share incentive scheme or employee benefit scheme or other arrangement<br> which relates to such persons that has been adopted or approved by the Directors or the Members.
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SHARE PREMIUM ACCOUNT

142.	The<br> Directors shall in accordance with the Companies Act establish a Share Premium Account and<br> shall carry to the credit of such account from time to time a sum equal to the amount or<br> value of the premium paid on the issue of any Share.
143.	There<br> shall be debited to any Share Premium Account on the redemption or purchase of a Share the<br> difference between the nominal value of such Share and the redemption or purchase price provided<br> always that at the discretion of the Directors such sum may be paid out of the profits of<br> the Company or, if permitted by the Companies Act, out of capital.
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NOTICES

144.	Except<br> as otherwise provided in these Articles, any notice or document may be served by the Company<br> or by the Person entitled to give notice to any Shareholder either personally, or by posting<br> it by airmail or a recognised courier service in a prepaid letter addressed to such Shareholder<br> at his address as appearing in the Register, or by electronic mail to any electronic mail<br> address such Shareholder may have specified in writing for the purpose of such service of<br> notices, or by facsimile to any facsimile number such Shareholder may have specified in writing<br> for the purpose of such service of notices, or by placing it on the Company’s Website<br> should the Directors deem it appropriate. In the case of joint holders of a Share, all notices<br> shall be given to that one of the joint holders whose name stands first in the Register in<br> respect of the joint holding, and notice so given shall be sufficient notice to all the joint<br> holders.
145.	Any<br> Shareholder Present at any meeting of the Company shall for all purposes be deemed to have<br> received due notice of such meeting and, where requisite, of the purposes for which such<br> meeting was convened.
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146.	Any<br> notice or other document, if served by:
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(a)	post,<br> shall be deemed to have been served five (5) calendar days after the time when the letter<br> containing the same is posted;
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(b)	facsimile,<br> shall be deemed to have been served upon production by the transmitting facsimile machine<br> of a report confirming transmission of the facsimile in full to the facsimile number of the<br> recipient;
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(c)	recognised<br> courier service, shall be deemed to have been served 48 hours after the time when the letter<br> containing the same is delivered to the courier service; or
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(d)	electronic<br> means, shall be deemed to have been served immediately (i) upon the time of the transmission<br> to the electronic mail address supplied by the Shareholder to the Company or (ii) upon the<br> time of its placement on the Company’s Website.
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In proving service by post or courier service it shall be sufficient to prove that the letter containing the notice or documents was properly addressed and duly posted or delivered to the courier service.

147.	Any<br> notice or document delivered or sent by post to or left at the registered address of any<br> Shareholder in accordance with the terms of these Articles shall notwithstanding that such<br> Shareholder be then dead or bankrupt, and whether or not the Company has notice of his death<br> or bankruptcy, be deemed to have been duly served in respect of any Share registered in the<br> name of such Shareholder as sole or joint holder, unless his name shall at the time of the<br> service of the notice or document have been removed from the Register as the holder of the<br> Share, and such service shall for all purposes be deemed a sufficient service of such notice<br> or document on all Persons interested (whether jointly with or as claiming through or under<br> him) in the Share.
148.	Notice<br> of every general meeting of the Company shall be given to:
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(a)	all<br> Shareholders holding Shares with the right to receive notice and who have supplied to the<br> Company an address for the giving of notices to them; and
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(b)	every<br> Person entitled to a Share in consequence of the death or bankruptcy of a Shareholder, who<br> but for his death or bankruptcy would be entitled to receive notice of the meeting.
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No other Person shall be entitled to receive notices of general meetings.

INFORMATION

149.

Subject to the relevant laws, rules and regulations applicable to the Company, no Member shall be entitled to require discovery of any information in respect of any detail of the Company’s trading or any information which is or may be in the nature of a trade secret or secret process which may relate to the conduct of the business of the Company and which in the opinion of the Board would not be in the interests of the Members of the Company to communicate to the public.

150.

Subject to due compliance with the relevant laws, rules and regulations applicable to the Company, the Board shall be entitled to release or disclose any information in its possession, custody or control regarding the Company or its affairs to any of its Members including, without limitation, information contained in the Register and transfer books of the Company.

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INDEMNITY

151.	Every<br> Director (including for the purposes of this Article any alternate Director appointed pursuant<br> to the provisions of these Articles), Secretary, assistant Secretary, or other officer for<br> the time being and from time to time of the Company (but not including the Company’s<br> auditors) and the personal representatives of the same (each an “Indemnified Person”)<br> shall be indemnified and secured harmless against all actions, proceedings, costs, charges,<br> expenses, losses, damages or liabilities incurred or sustained by such Indemnified Person,<br> other than by reason of such Indemnified Person’s own dishonesty, willful default or<br> fraud, in or about the conduct of the Company’s business or affairs (including as a<br> result of any mistake of judgment) or in the execution or discharge of his duties, powers,<br> authorities or discretions, including without prejudice to the generality of the foregoing,<br> any costs, expenses, losses or liabilities incurred by such Indemnified Person in defending<br> (whether successfully or otherwise) any civil proceedings concerning the Company or its affairs<br> in any court whether in the Cayman Islands or elsewhere.
152.	No<br> Indemnified Person shall be liable:
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(a)	for<br> the acts, receipts, neglects, defaults or omissions of any other Director or officer or agent<br> of the Company; or
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(b)	for<br> any loss on account of defect of title to any property of the Company; or
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(c)	on<br> account of the insufficiency of any security in or upon which any money of the Company shall<br> be invested; or
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(d)	for<br> any loss incurred through any bank, broker or other similar Person; or
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(e)	for<br> any loss occasioned by any negligence, default, breach of duty, breach of trust, error of<br> judgement or oversight on such Indemnified Person’s part; or
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(f)	for<br> any loss, damage or misfortune whatsoever which may happen in or arise from the execution<br> or discharge of the duties, powers, authorities, or discretions of such Indemnified Person’s<br> office or in relation thereto;
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unless the same shall happen through such Indemnified Person’s own dishonesty, willful default or fraud.

FINANCIAL YEAR

153.	Unless<br> the Directors otherwise prescribe, the financial year of the Company shall end on 31 December<br> in each calendar year and shall begin on 1 January in each calendar year.

NON-RECOGNITION OF TRUSTS

154.

No Person shall be recognised by the Company as holding any Share upon any trust and the Company shall not, unless required by law, be bound by or be compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any Share or (except only as otherwise provided by these Articles or as the Companies Act requires) any other right in respect of any Share except an absolute right to the entirety thereof in each Shareholder registered in the Register.

WINDING UP

155.

If the Company shall be wound up the liquidator may, with the sanction of a Special Resolution of the Company and any other sanction required by the Companies Act, divide amongst the Members in species or in kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may for that purpose value any assets and, subject to Article 156, determine how the division shall be carried out as between the Members or different classes of Members. The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the Members as the liquidator, with the like sanction, shall think fit, but so that no Member shall be compelled to accept any asset upon which there is a liability.

156.

If the Company shall be wound up, and the assets available for distribution amongst the Members shall be insufficient to repay the whole of the share capital, such assets shall be distributed so that, as nearly as may be, the losses shall be borne by the Members in proportion to the par value of the Shares held by them. If in a winding up the assets available for distribution amongst the Members shall be more than sufficient to repay the whole of the share capital at the commencement of the winding up, the surplus shall be distributed amongst the Members in proportion to the par value of the Shares held by them at the commencement of the winding up subject to a deduction from those Shares in respect of which there are monies due, of all monies payable to the Company for unpaid calls or otherwise. This Article is without prejudice to the rights of the holders of Shares issued upon special terms and conditions.

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AMENDMENT OF ARTICLES OF ASSOCIATION

157.	Subject<br> to the Companies Act, the Company may at any time and from time to time by Special Resolution<br> alter or amend these Articles in whole or in part.

CLOSING OF REGISTER OR FIXING RECORD DATE

158.	For<br> the purpose of determining those Shareholders that are entitled to receive notice of, attend<br> or vote at any meeting of Shareholders or any adjournment thereof, or those Shareholders<br> that are entitled to receive payment of any dividend, or in order to make a determination<br> as to who is a Shareholder for any other purpose, the Directors may provide that the Register<br> shall be closed for transfers for a stated period which shall not exceed in any case thirty<br> (30) calendar days in any calendar year.
159.	In<br> lieu of or apart from closing the Register, the Directors may fix in advance a date as the<br> record date for any such determination of those Shareholders that are entitled to receive<br> notice of, attend or vote at a meeting of the Shareholders and for the purpose of determining<br> those Shareholders that are entitled to receive payment of any dividend the Directors may,<br> at or within ninety (90) calendar days prior to the date of declaration of such dividend,<br> fix a subsequent date as the record date for such determination.
---	---
160.	If<br> the Register is not so closed and no record date is fixed for the determination of those<br> Shareholders entitled to receive notice of, attend or vote at a meeting of Shareholders or<br> those Shareholders that are entitled to receive payment of a dividend, the date on which<br> notice of the meeting is posted or the date on which the resolution of the Directors declaring<br> such dividend is adopted, as the case may be, shall be the record date for such determination<br> of Shareholders. When a determination of those Shareholders that are entitled to receive<br> notice of, attend or vote at a meeting of Shareholders has been made as provided in this<br> Article, such determination shall apply to any adjournment thereof.
---	---

REGISTRATION BY WAY OF CONTINUATION

161.

The Company may by Special Resolution resolve to be registered by way of continuation in a jurisdiction outside the Cayman Islands or such other jurisdiction in which it is for the time being incorporated, registered or existing. In furtherance of a resolution adopted pursuant to this Article, the Directors may cause an application to be made to the Registrar of Companies to deregister the Company in the Cayman Islands or such other jurisdiction in which it is for the time being incorporated, registered or existing and may cause all such further steps as they consider appropriate to be taken to effect the transfer by way of continuation of the Company.

DISCLOSURE

162.

The Directors, or any service providers (including the officers, the Secretary and the Registered Office provider of the Company) specifically authorised by the Directors, shall be entitled to disclose to any regulatory or judicial authority or to any stock exchange on which securities of the Company may from time to time be listed any information regarding the affairs of the Company including without limitation information contained in the Register and books of the Company.

EXCLUSIVEFORUM

163.

For the avoidance of doubt and without limiting the jurisdiction of the courts of the Cayman Islands to hear, settle and/or determine disputes related to the Company, the courts of the Cayman Islands shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any Director, officer or other employee of the Company to the Company or the Members, (iii) any action asserting a claim arising pursuant to any provision of the Companies Act or these Articles including but not limited to any purchase or acquisition of Shares, security or guarantee provided in consideration thereof, or (iv) any action asserting a claim against the Company which if brought in the United States of America would be a claim arising under the internal affairs doctrine (as such concept is recognised under the laws of the United States from time to time).

164.

Unless the Company consents in writing to the selection of an alternative forum, the United States District Court for the Southern District of New York (or, if the United States District Court for the Southern District of New York lacks subject matter jurisdiction over a particular dispute, the state courts in New York County, New York) shall be the exclusive forum within the United States for the resolution of any complaint asserting a cause of action arising out of or relating in any way to the federal securities laws of the United States, regardless of whether such legal suit, action, or proceeding also involves parties other than the Company. Any person or entity purchasing or otherwise acquiring any Share or other securities in the Company, or purchasing or otherwise acquiring the Shares issued pursuant to deposit agreements, cannot waive compliance with the federal securities laws of the United States and the rules and regulations thereunder with respect to claims arising under the Securities Act and shall be deemed to have notice of and consented to the provisions of this Article. Without prejudice to the foregoing, if the provision in this Article is held to be illegal, invalid or unenforceable under applicable law, the legality, validity or enforceability of the rest of these Articles shall not be affected and this Article shall be interpreted and construed to the maximum extent possible to apply in the relevant jurisdiction with whatever modification or deletion may be necessary so as best to give effect to the intention of the Company.

---

Exhibit99.2

Control Number:	Number of Shares:	Registered Shareholder:

ElongPower Holding Limited

3Yan Jing Li Zhong Jie

JiataiInternational Plaza

BlockB, Room 2110

Beijing,China 100025

PROXY

Solicitedon Behalf of the Board of Directors for a Meeting of Holders of Class A Ordinary Shares

Tobe held on January 6, 2026 at 10:00 a.m. Beijing Time (January 5, 2026 at 9:00 p.m. Eastern Time)

The undersigned hereby appoints Xiaodan Liu as proxy with full power of substitution, to represent and to vote as set forth herein all the ordinary shares of Elong Power Holding Limited (the “Company”) which the undersigned is entitled to vote at the Meeting of Holders of Class A ordinary shares of a par value of US$0.00016 each (the “Class A Ordinary Shares”) of the Company (the “Class A Meeting”) and any adjournments or postponements thereof, as designated below, If nodesignation is made, the proxy, when properly executed, will be voted “FOR” in Item 1 of the Class A Meeting.

Item 1	By<br> an ordinary resolution of the holders of the Class A Ordinary Shares to approve that: with immediate effect, the voting rights attached<br> to each Class B ordinary share of a par value of US$0.00016 each (the “Class B Ordinary Shares”) of the Company be increased<br> from fifty (50) votes to two hundred (200) votes on all matters subject to vote at general meetings of the Company.
☐<br> For	☐<br> Against	☐<br> Abstain
---	---	---

In his discretion, the proxy is authorized to vote upon any other matters which may properly come before the Class A Meeting or any adjournment or postponement thereof.

THISPROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

Dated:<br> ____________________________, 202_
Signature
Signature<br> (Joint Owners)

Please date and sign name exactly as it appears hereon. Executors, administrators, trustees, etc. should so indicate when signing. If the shareholder is a corporation, the full corporate name should be inserted and the proxy signed by an officer of the corporation indicating his/her title

[SEEVOTING INSTRUCTIONS ON REVERSE SIDE]****

VOTINGINSTRUCTIONS

Please sign, date and mail this Proxy Card promptly to the following address in the enclosed postage-paid envelope:

Proxy Team

Transhare Corporation

Address: 17755 North US Highway 19, Suite # 140, Clearwater FL 33764

Telephone: (303) 662-1112

You may sign, date, scan and email your scanned Proxy Card to Proxy@Transhare.com

You may vote online through the Internet: www.Transhare.com click on Vote Your Proxy Enter Your Control Number:

Ifyou vote your proxy on the Internet, you do not need to mail back, fax or email your Proxy Card.

The Proxy Statement and the form of Proxy Card are available at https://www.transhare.com/elong.

Consent to electronic delivery of proxy material: __________________________(email address).

Exhibit99.3

Control Number:	Number of Shares:	Registered Shareholder:

ElongPower Holding Limited

3Yan Jing Li Zhong Jie

JiataiInternational Plaza

BlockB, Room 2110

Beijing,China 100025

PROXY

AnExtraordinary General Meeting of Shareholders

ToBe Held Immediately Following the Meeting of the Holders of the Class A Ordinary Shares

The undersigned hereby appoints Xiaodan Liu as proxy with full power of substitution, to represent and to vote as set forth herein all the ordinary shares of the Company which the undersigned is entitled to vote at the Extraordinary General Meeting of Shareholders of the Company (the “EGM”) and any adjournments or postponements thereof, as designated below. If no designation is made,the proxy, when properly executed, will be voted “FOR” in Items 1, 2, 3, 4, 5, 6 and 7 of the EGM.

Item 1	Subject<br> to the approval by the holders of the Class A ordinary shares of a par value of US$0.00016 each (the “Class A Ordinary Shares”)<br> of the Proposal of the Class A Meeting, by a special resolution to approve that with immediate effect, the voting rights attached<br> to each Class B ordinary share of a par value of US$0.00016 each (the “Class B Ordinary Shares”) of the Company<br> be increased from fifty (50) votes to two hundred (200) votes on all matters subject to vote at general meetings of the Company (the<br> “Increase of Voting Rights of Class B Ordinary Shares”).
☐<br> For	☐<br> Against	☐<br> Abstain
---	---	---
Item 2	By<br> an ordinary resolution, to approve a change of the Company’s authorized share capital from US$25,000,000 divided into 156,250,000,000<br> ordinary shares of a par value of US$0.00016 each, comprising 125,000,000,000 Class A Ordinary Shares of a par value of US$0.00016<br> each and 31,250,000,000 Class B Ordinary Shares of a par value of US$0.00016 each, to US$240,000,000 divided into 1,500,000,000,000<br> ordinary shares of a par value of US$0.00016 each, comprising 1,200,000,000,000 Class A Ordinary Shares of a par value of US$0.00016<br> each and 300,000,000,000 Class B Ordinary Shares of a par value of US$0.00016 each (the “Share Capital Change”).
---	---
☐<br> For	☐<br> Against	☐<br> Abstain
---	---	---
Item 3	By<br> a special resolution, subject to approval by the shareholders of Proposals One and Two, and entirely conditional upon the effectiveness<br> of the Increase of Voting Rights of Class B Ordinary Shares and the Share Capital Change, the third amended and restated memorandum<br> and articles of association of the Company currently in effect be amended and restated by their deletion in their entirety and the<br> substitution in their place with the fourth amended and restated memorandum and articles of association, annexed hereto as Annex<br> A, to reflect the Increase of Voting Rights of Class B Ordinary Shares and the Share Capital Change, with immediate effect (the<br> “Adoption of the Fourth Amended and Restated M&A”).
---	---
☐<br> For	☐<br> Against	☐<br> Abstain
---	---	---
Item 4	By<br> an ordinary resolution, to (a) implement a new round of share consolidations of the Company’s issued and unissued Class A Ordinary<br> Shares and Class B Ordinary Shares, par value US$0.00016 each, at any one time or multiple times during a period of up to two years<br> of the date of the EGM, at the exact consolidation ratio and effective time as the Board may determine from time to time in its absolute<br> discretion, provided that the accumulative consolidation ratio for all such share consolidations (altogether, the “Share Consolidations” and each, a “Share Consolidation”) shall not be more than 4000:1; (b) authorize the<br> Board, at its absolute and sole discretion, to implement one or more Share Consolidations, and determine the exact consolidation<br> ratio and effective date of each of such Share Consolidations during a period of two (2) years of the date of the EGM; (c) authorize<br> the Board to settle as the Board considers expedient any difficulty which arises in relation to the Share Consolidations so that<br> no fractional shares be issued in connection with the Share Consolidations and all fractional shares resulting from the Share Consolidations<br> will be rounded up to the whole number of shares; and (d) if and when deemed advisable by the Board in its sole discretion, to authorize<br> any director or officer of the Company, for and on behalf of the Company, to do all such other acts and things and execute all such<br> documents necessary or desirable to implement the Share Consolidations.
---	---
☐<br> For	☐<br> Against	☐<br> Abstain
---	---	---
Item 5	By<br> a special resolution, subject to approval by the shareholders of Proposal Four, and entirely conditional upon the implementation<br> of a Share Consolidation with the exact consolidation ratio and the effective date of such Share Consolidation as determined by the<br> Board, the Company adopt an amended and restated memorandum and articles of association in substitution for and to the exclusion<br> of, the memorandum and articles of association of the Company in effect immediately prior to the implementation of such Share Consolidation,<br> to solely reflect such Share Consolidation, so long as it is implemented within two (2) years after the conclusion of the EGM (the<br> “Adoption of New M&A upon Each Share Consolidation”).
---	---
☐<br> For	☐<br> Against	☐<br> Abstain
---	---	---
Item 6	By<br> an ordinary resolution, to approve that with respect to the matters duly approved under these resolutions at the EGM, (a) any one<br> or more of directors of the Company be and is/are hereby authorized to do all such acts and things and execute all such documents,<br> which are ancillary to the Increase of the Voting Rights of Class B Ordinary Shares, the Share Capital Change, Adoption of the Fourth<br> Amended and Restated M&A, the Share Consolidations, Adoption of New M&A upon Each Share Consolidation and other proposals<br> under the foregoing resolutions, and of administrative nature, on behalf of the Company, including under seal where applicable, as<br> he/she/they consider necessary, desirable or expedient to give effect to the foregoing resolutions; (b) the registered office service<br> provider of the Company be and is hereby authorized and instructed to make the necessary filings with the Registrar of Companies<br> of the Cayman Islands in respect of the foregoing resolutions; and (c) the Company’s share registrar and/or transfer agent<br> be and is hereby instructed to update the register of members of the Company and that upon the surrender to the Company of the existing<br> share certificates (if any) that they be cancelled and that any director or officer of the Company instructed to prepare, sign, seal<br> and deliver on behalf of the Company new share certificates accordingly.
---	---
☐<br> For	☐<br> Against	☐<br> Abstain
---	---	---
Item 7	By<br> an ordinary resolution, to adjourn the EGM to a later date or dates, if necessary, to permit further solicitation and vote of proxies<br> in the event that there are insufficient votes for, or otherwise in connection with, the approval of Proposal One to Six.
---	---
☐<br> For	☐<br> Against	☐<br> Abstain
---	---	---

In his discretion, the proxy is authorized to vote upon any other matters which may properly come before the EGM, or any adjournment or postponement thereof.

THISPROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

Dated:<br> ____________________________, 202_
Signature
Signature<br> (Joint Owners)

[SEEVOTING INSTRUCTIONS ON REVERSE SIDE]

VOTINGINSTRUCTIONS

Please sign, date and mail this Proxy Card promptly to the following address in the enclosed postage-paid envelope:

Proxy Team

Transhare Corporation

Address: 17755 North US Highway 19, Suite # 140, Clearwater FL 33764

Telephone: (303) 662-1112

You may sign, date, scan and email your scanned Proxy Card to Proxy@Transhare.com

You may vote online through the Internet: www.Transhare.com click on Vote Your Proxy Enter Your Control Number:

Ifyou vote your proxy on the Internet, you do not need to mail back, fax or email your Proxy Card.

The Proxy Statement and the form of Proxy Card are available at https://www.transhare.com/elong.

Consent to electronic delivery of proxy material: __________________________(email address).