PROPOSAL 3
TO APPROVE AMENDMENTS TO THE COMPANY’S AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION
Background
Upon the recommendation of the Board of Directors, pursuant to resolutions of the Board of Directors of the Company adopted on April 7, 2026, our shareholders are being asked to approve certain amendments to the Company’s A&R Memorandum and Articles to (a) amend the definition of “Class B Transfer” contained in Section 1 (Definitions and Interpretations) of the Memorandum of Association to provide that the grant of a pledge, charge or other security interest over Class B shares will not constitute a Class B Transfer triggering automatic conversion into Class A shares (the “Class B Transfer Amendment”), (b) to amend Section 7.4 of the Articles of Association to remove the requirement that the Company’s board of directors must fix a record date for determining shareholders entitled to vote at a meeting that is no earlier than the date that notice of such meeting is given to the Company’s shareholders (the “Record Date Amendment”), and (c) to amend Section 7.13 of the Articles of Association to revise the quorum requirement for any adjourned meeting of shareholders (other than a meeting convened upon the requisition of shareholders, which would otherwise be dissolved) to any one or more shareholders present in person or by proxy, replacing the current quorum requirement of not less than one-third (1/3) of the votes of the Shares entitled to vote on the matters to be considered by the meeting (the “Adjourned Meeting Quorum Amendment,” and together with the Class B Transfer Amendment and the Record Date Amendment, the “Amendments”).
Procedure for Implementing the Amendments into the A&R Memorandum and Articles of Association
The Amendments, if approved by our shareholders, would be incorporated into further amended and restated A&R Memorandum and Articles and become effective upon the registration of such further amended and restated A&R Memorandum and Articles by the BVI Registrar of Corporate Affairs, filed by the Company’s registered agent in the BVI.
Proposed Amendments
The text of each of the proposed Amendments is set forth below. Proposed additions are shown by bold underlined text and proposed deletions shown by strikethrough text .
3(a)
| Class B Transfer Amendment |
Proposed Amendment of the definition of “Class B Transfer” contained in Section 1 (Definitions and Interpretations):
“Class B Transfer” means any sale, assignment, transfer, conveyance, hypothecation or other transfer or disposition of a Class B Share or any legal or beneficial interest in a Class B Share, whether or not for value and whether voluntary or involuntary or by operation of law or court order (including any such order that results in the designation of any other person which is not a Permitted Transferee to exercise the voting rights attached to the Share). A “Class B Transfer” shall also include, without limitation, a transfer of a Class B Share to a broker or other nominee (regardless of whether or not there is a corresponding change in beneficial ownership).
Notwithstanding the foregoing, the creation of any pledge, charge, lien, security interest or other encumbrance (a “Pledge”) on any Class B Share to secure obligations of the holder (the “Pledgor”) or its Affiliates shall not be deemed a Class B Transfer and shall not, by itself, result in the conversion of such Class B Share, so long as the Pledgor retains Beneficial Ownership and Voting Control (each as defined below). For the avoidance of doubt, (x) the registration of any Class B Share in the name of a pledgee, custodian, or nominee (a “Pledgee”) for purposes of perfection or administration of a Pledge, and (y) the delivery of blank stock powers, shall not, in either case, constitute a Class B Transfer or result in conversion, so long as the Pledgor retains Beneficial Ownership and Voting Control.
Upon the enforcement of any Pledge that results in any person (other than a Permitted Transferee) acquiring Beneficial Ownership or Voting Control, each related Class B Share shall automatically convert into a Class A Share on the 30th day following such enforcement, unless prior to such date the Pledgee transfers such Class B Shares to a Permitted Transferee of the Pledgor, in which case no such conversion shall occur.
For purpose of Section 7 of this Memorandum, “Beneficial Ownership” shall have the meaning set forth in Rule 13d-3 under the Exchange Act, and “Voting Control” shall mean the power to vote or direct the voting of such Class B Share by proxy, voting agreement or otherwise.
