Infobird Co., Ltd 6-K, filed Apr 28, 2023

Infobird Co., Ltd (IFBD)

6-K 2023-04-28 For: 2023-04-28

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Added on April 08, 2026

About this 6-K

Infobird Co., Ltd filed this 6-K on April 28, 2023.

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Exhibit No.	Description of Exhibit
99.1	Notice and Proxy Statement for the Extraordinary General Meeting of the Shareholders of Infobird Co., Ltd
99.2	Form of Proxy Card
99.3	Form of Fourth Amended and Restated Memorandum and Articles of Association of Infobird Co., Ltd

	INFOBIRD CO., LTD

	By:	/s/ Yiting Song
		Name: Yiting Song
		Title: Director and Chief Financial Officer

	1.	Proposal 1: To consider and approve by an ordinary resolution that every 5 ordinary shares (the “Ordinary Shares”) of a par value of US$0.005 each in the authorized share capital of the Company (including issued and unissued share capital) be consolidated into 1 Ordinary Share of a par value of US$0.025 each with effect from May 15, 2023 (the “Share Consolidation”); such that immediately following the Share Consolidation, the authorized share capital of the Company will be US$25,000,000 divided into 1,000,000,000 shares of par value of US$0.025 each, all of which are designated as Ordinary Shares.

	2.	Proposal 2: To consider and approve by a special resolution the amendments of the Company’s Memorandum and Articles of Association in the form of Fourth Amended and Restated Memorandum and Articles of Association attached as Annex B hereto to reflect the above Share Consolidation; and that the Fourth Amended and Restated Memorandum and Articles of Association be adopted as the Memorandum and Articles of Association of the Company, to the exclusion of the existing Amended and Restated Memorandum and Articles of Association with effect from May 15, 2023. The registered office provider of the Company shall be instructed to file the Fourth Amended and Restated Memorandum and Articles of Association with the Registrar of Companies in the Cayman Islands and to do and complete all other matters ancillary to such filing as may be necessary or desirable in order to give effect to amendment of the Memorandum and Articles of Association in the Cayman Islands.

	By Order of the Board of Directors,

	/s/ Cheuk Yee Li
	Cheuk Yee Li
	Chairman of the Board of Directors
	April 28, 2023

	Page
Proxy Statement	1
Questions and Answers about the Extraordinary General Meeting	2
Proposal 1: To Approve a Share Consolidation	5
Proposal 2: To Approve the Fourth Amended and Restated Memorandum and Articles of Association	8
Proxy Form	A-1
Fourth Amended and Restated Memorandum and Articles of Association	B-1

Q.	*What is the purpose of this document?*
	A.	This document serves as the Company’s proxy statement, including a notice of the Extraordinary General Meeting (the “Extraordinary General Meeting”) of Shareholders (the “Meeting Notice”), which is being provided to Company shareholders of record at the close of business on April 27, 2023 (the “Record Date”) because the Company’s Board of Directors is convening the Extraordinary General Meeting and soliciting shareholders’ proxies to vote at the Extraordinary General Meeting on the item of business outlined in the Meeting Notice.

Q.	*Why am I receiving these materials?*
	A.	We have sent you this proxy statement, including the Meeting Notice and the enclosed proxy card because the Board of Directors of the Company is soliciting your proxy to vote at the Extraordinary General Meeting, including at any adjournments or postponements of the meeting. You are invited to attend the Extraordinary General Meeting to vote on the proposal described in this proxy statement. However, you do not need to attend the meeting to vote your shares. Instead, you may simply complete, sign and return the enclosed proxy card. When you sign the enclosed proxy card, you appoint the proxy holder as your representative at the meeting. The proxy holder will vote your shares as you have instructed in the proxy card, thereby ensuring that your shares will be voted whether or not you attend the meeting. Even if you plan to attend the meeting, you should complete, sign and return your proxy card in advance of the meeting just in case your plans change. If you have signed and returned the proxy card and an issue comes up for a vote at the meeting that is not identified on the card, the proxy holder will vote your shares, pursuant to your proxy, in accordance with his or her judgment. The Company intends to mail this proxy statement and accompanying proxy card on or about May 2, 2023 to all shareholders entitled to vote at the Extraordinary General Meeting.

Q.	*Who may vote and how many votes my I cast?*
	A.	Only shareholders of record on the Record Date, April 27, 2023, will be entitled to vote at the Extraordinary General Meeting. On the Record Date, there were 22,939,315 ordinary shares outstanding and entitled to vote. Each ordinary share is entitled to one vote on each matter. There are no preferred shares issued and outstanding.

Q.	*How do I vote?*
	A.	You may vote “For” or “Against” the proposals, or “Abstain” from voting on such proposals. The procedures for voting are outlined below:

	●	To vote in person, come to the Extraordinary General Meeting and we will give you a ballot when you arrive; or
	●	To vote using the proxy card, simply complete, sign and date the enclosed proxy card and return it promptly in the envelope provided. If you return your signed proxy card to us by 11:59 p.m. EDT before the day of the Extraordinary General Meeting, we will vote your shares as you direct.

Q.	*What if I change my mind after I vote via proxy?*

	A.	If you hold your shares in your own name, you may revoke your proxy at any time before your shares are voted by:

		●	mailing a later dated proxy prior to the Extraordinary General Meeting;

		●	delivering a written request in person to return the executed proxy;

		●	voting in person at the Extraordinary General Meeting; or

		●	providing written notice of revocation to the Chairman of the Board of Directors of the Company at: Room 12A06, Block A, Boya International Center, Building 2, No. 1 Courtyard, Lize Zhongyi Road Chaoyang District, Beijing, China 100102.

Q.	*What does it mean if I receive more than one proxy card or voting instruction form?*

	A.	It means that you have multiple accounts at our transfer agent or with brokers, banks, or other fiduciaries. Please complete and return all proxy cards and voting instruction forms to ensure that all of your shares are voted.

Q.	*How many shares must be present to hold a valid meeting?*

	A.	For us to hold a valid Extraordinary General Meeting, we must have a quorum of the shareholders holding not less than one-third in nominal value of our total issued voting shares that are entitled to vote upon the business to be transacted. Proxies received but marked as abstentions and Broker Non-Votes will be treated as shares that are present and entitled to vote for purposes of determining a quorum. Your shares will be counted as present at the Extraordinary General Meeting if you:

		●	properly submit a proxy card (even if you do not provide voting instructions); or

		●	attend the Meeting and vote in person.

Q.	*How many votes are required to approve an item of business?*
	Assuming a quorum as referenced above is reached –

	A.	Proposal 1 will be approved if passed by a simple majority of the shareholders being entitled to do so, voting in person or by proxy at the Extraordinary General Meeting.
		Proposal 2 will be approved if passed by a majority of not less than two-thirds of the shareholders being entitled to do so, voting in person or by proxy at the Extraordinary General Meeting.

Q.	*Who pays the cost for soliciting proxies?*

	A.	We will pay the cost for the solicitation of proxies by the Board of Directors. Our solicitation of proxies will be made primarily by mail. Proxies may also be solicited personally, by telephone, fax or e-mail by our officers, directors, and regular supervisory and executive employees, none of whom will receive any additional compensation for their services. We will also reimburse brokers, banks, custodians, other nominees and fiduciaries for forwarding these materials to beneficial holders to obtain the authorization for the execution of proxies.

Q.	*Where can I find additional information about the Company?*

	A.	Our reports on 6-K, and other publicly available information, should be consulted for other important information about the Company. You can also find additional information about us on our web site at https://www.infobird.com. The mailing address and the location of the principal executive office of the Company is Room 12A06, Block A, Boya International Center, Building 2, No. 1 Courtyard, Lize Zhongyi Road Chaoyang District, Beijing, China 100102.

Date	Signature	Signature, if held jointly

Note: This proxy must be signed exactly as the name appears hereon. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by a duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by an authorized person.

	“allotment”	shares are taken to be allotted when a person acquires the unconditional right to be included in the Register of Members in respect of those shares;
	“Articles”	these articles of association of the Company as from time to time amended by Special Resolution;
	“Audit Committee”	the audit committee of the Company formed by the Board pursuant to Article 102 hereof, or any successor of the audit committee;
	“Board” or “Board of Directors”	means the board of directors of the Company;
	“clear days”	in relation to a period of notice means that period excluding both the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect;
	“Clearing House”	a clearing house recognized by the laws of the jurisdiction in which shares in the capital of the Company (or depository receipts thereof) are listed or quoted on a stock exchange or interdealer quotation system in such jurisdiction;
	“Company”	the above named company;
	“Company’s Web-site”	means the website of the Company, its web-address or domain name;
	“Compensation Committee” or “Remuneration Committee”	the compensation committee or the remuneration committee of the Company formed by the Board pursuant to Article 102 hereof, or any successor of the compensation committee or remuneration committee;
	“Communication Facilities”	shall mean technology by which natural persons are capable of hearing and being heard by each other, and if the Directors so determine in respect of any general meeting of the members, the functional equivalent for those with no or impaired hearing;
	“Designated Stock Exchange”	the Nasdaq Capital Market and/or any other stock exchange or interdealer quotation system on which shares in the capital of the Company are listed or quoted;
	“Directors”	means the Directors for the time being of the Company or, as the case may be, those Directors assembled as a board or as a committee of the board;
	“dividend”	includes a distribution or interim dividend or interim distribution;
	“electronic”	has the same meaning as in the Electronic Transactions Act (as revised);

	“electronic communication”	a communication sent by electronic means, including electronic posting to the Company’s Website, transmission to any number, address or internet website (including SEC’s website) or other electronic delivery methods as otherwise decided and approved by not less than two-thirds of the vote of the Board;
	“electronic record”	has the same meaning as in the Electronic Transactions Act (as revised);
	“electronic signature”	has the same meaning as in the Electronic Transactions Act (as revised);
	“Equity Securities”	shares and any securities convertible into or exchangeable or exercisable for shares;
	“Exchange Act”	the Securities Exchange Act of 1934, as amended;
	“executed”	means any mode of execution;
	“holder”	in relation to any share, the Member whose name is entered in the Register of Members as the holder of the share;
	“Indemnified Person”	means every Director, alternate Director, Secretary or other officer for the time being or from time to time of the Company;
	“Independent Directors”	means a Director who is an independent director as defined in any rules of the Designated Stock Exchange or in Rule 10A-3 under the Exchange Act, as the case may be;
	“Islands”	the British Overseas Territory of the Cayman Islands;
	“Act”	the Companies Act (as revised);
	“Member”	has the same meaning as in the Act;
	“Memorandum”	the memorandum of association of the Company as from time to time amended;
	“Month”	a calendar month;
	“Nomination and Governance Committee”	the nomination and governance committee of the Company formed by the Board pursuant to Article 102 hereof, or any successor of the nomination and governance committee;
	“officer”	includes a Director or a Secretary;
	“Ordinary Resolution”	a resolution (i) of a duly constituted general meeting of the Company passed by a simple majority of the votes cast by, or on behalf of, the Members entitled to vote present in person or by proxy and voting at the meeting or (ii) approved in writing by all of the Members entitled to vote at a general meeting of the Company in one or more instruments each signed by one or more of the Members and the effective date of the resolution so adopted shall be the date on which the instrument, or the last of such instruments, if more than one, is executed;
	“Other Indemnitors”	means persons or entities other than the Company that may provide indemnification, advancement of expenses and/or insurance to the Indemnified Persons in connection with such Indemnified Persons involvement in the management of the Company;
	“paid up”	means paid up as to the par value and any premium payable in respect of the issue of any shares and includes credited as paid up;
	“Person”	any individual, corporation, general or limited partnership, limited liability company, joint stock company, joint venture, estate, trust, association, organization or any other entity or governmental entity;

	(i)	holds a majority of the voting rights in it;
	(ii)	is a member of it and has the right to appoint or remove a majority of its board of directors; or
	(iii)	is a member of it and controls alone, pursuant to an agreement with other members, a majority of the voting rights in it; or
	(iv)	is a subsidiary of a company which is itself a subsidiary of that other company. For the purpose of this definition the expression “company” includes any body corporate established in or outside of the Islands;

* SPECIMEN *	VOTE ON INTERNET
1 MAIN STREET	Go to http://www.vstocktransfer.com/proxy
ANYWHERE PA 99999 - 9999	Click on Proxy Voter Login and log-on using the below control number. Voting will be open until 11:59 p.m. EDT on May 11, 2023.

	CONTROL #

	VOTE BY EMAIL
	Mark, sign and date your proxy card and return it to vote@vstocktransfer.com.

	VOTE BY MAIL
	Mark, sign and date your proxy card and return it in the envelope we have provided.

	VOTE BY FAX
	Mark, sign and date your proxy card and return it to 646-536-3179.

	VOTE AT MEETING
	If you would like to attend the Extraordinary General Meeting to be held on May 12, 2023 at 2:00 p.m. local time (2:00 a.m. Eastern Time) at Room 12A06, Block A, Boya International Center, Building 2, No. 1 Courtyard, Lize Zhongyi Road Chaoyang District, Beijing, China 100102

	1.	The name of the Company is Infobird Co., Ltd.
	2.	The registered office of the Company shall be situated at the office of Campbells Corporate Services Limited, Floor 4, Willow House, Cricket Square, Grand Cayman KY1-9010, Cayman Islands, or at such other place in the Cayman Islands as the directors may at any time decide.
	3.	The objects for which the Company is established are unrestricted and the Company shall have full power and authority to carry out any object not prohibited by any law as provided by Section 7(4) of the Companies Act (as revised).
	4.	The Company shall have and be capable of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit as provided by Section 27 (2) of the Companies Act (as revised).
	5.	Nothing in the preceding paragraphs shall be deemed to permit the Company to carry on the business of a bank or trust company without being licensed in that behalf under the provisions of the Banks and Trust Companies Act (as revised), or to carry on insurance business from within the Cayman Islands or the business of an insurance manager, agent, sub-agent or broker without being licensed in that behalf under the provisions of the Insurance Act (as revised), or to carry on the business of company management without being licensed in that behalf under the Companies Management Act (as revised).
	6.	The Company will not trade in the Cayman Islands with any person, firm or corporation except in furtherance of the business of the Company carried on outside the Cayman Islands, but nothing in this paragraph shall be so construed as to prevent the Company effecting and concluding contracts in the Cayman Islands and exercising in the Cayman Islands any of its power necessary for the carrying on of its business outside the Cayman Islands.
	7.	The liability of each Member is limited to the amount, if any, unpaid on such Member’s shares.
	8.	The share capital of the Company is US$25,000,000 divided into 1,000,000,000 ordinary shares of US$0.025 par value each with power for the Company, subject to the provisions of the Companies Act (as revised) and the Articles of Association, to redeem or purchase any of its shares and to sub-divide or consolidate the said shares or any of them and to issue all or any part of its capital whether original, redeemed, increased or reduced, with or without any preference, priority or special privilege or subject to any postponement of rights or to any conditions or restrictions whatsoever and so that unless the conditions of issue shall otherwise expressly provide, every issue of shares, whether stated to be ordinary, preference or otherwise, shall be subject to the powers on the part of the Company hereinbefore provided.
	9.	The Company has power to register by way of continuation as a body corporate limited by shares under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.
	10.	Capitalized terms that are not defined in this Memorandum of Association bear the same meaning as those given in the Articles of Association of the Company.

	1.	The regulations contained in Table A in the First Schedule of the Act shall not apply to the Company and the following regulations shall be the Articles of Association of the Company.
	2.	In these Articles:

	“Present”	means, in respect of any person, such person’s presence at a general meeting of members, which may be satisfied by means of such person or, in the case of a member being a corporation, its duly authorized representative (or, in the case of any member, a proxy which has been validly appointed by such member in accordance with these Articles), being: (a) physically present at the venue specified in the notice convening the meeting; or (b) in the case of any meeting at which Communications Facilities are permitted in accordance with these Articles, including any Virtual Meeting, connected by Communication Facilities in accordance with procedures specified in the notice convening such general meeting; and “Presence” shall be construed accordingly;
	“Register of Members”	the register of Members required to be kept pursuant to the Act; “Seal” the common seal of the Company including every duplicate seal;
	“SEC”	the United States Securities and Exchange Commission of the United States of America or any other federal agency for the time being administering the Securities Act;
	“Secretary”	any person appointed by the Directors to perform any of the duties of the secretary of the Company, including a joint, assistant or deputy secretary;
	“Securities Act	means the Securities Act of 1933 of the United States of America, as amended, or any similar federal statute and the rules and regulations of the SEC thereunder, all as the same shall be in effect at the time;
	“share”	a share in the share capital of the Company, and includes stock (except where a distinction between shares and stock is expressed or implied) and includes a fraction of a share;
	“signed”	includes an electronic signature or a representation of a signature affixed by mechanical means;
	“Special Resolution”	a resolution (i) which has been passed by a majority of not less than two-thirds (or, in respect of any resolution to approve any amendments to any provisions of these Articles that relate to or have an impact upon the procedures regarding the election, appointment, removal of Directors and/or the size of the Board, by two-thirds) of such Members as, being entitled to do so, vote in person or by proxy at a general meeting of which notice specifying the intention to propose the resolution as a special resolution has been duly given or (ii) approved in writing by all of the Members entitled to vote at a general meeting of the Company in one or more instruments each signed by one or more of the Members and the effective date of the Special Resolution so adopted shall be the date on which the instrument or the last of such instruments, if more than one, is executed;
	“subsidiary”	a company is a subsidiary of another company if that other company:

	“Transfer”	with respect to any Equity Securities of the Company, any sale, assignment, Lien, hypothecation, pledge, conveyance in trust, gift, transfer by bequest, devise or descent, or other transfer or disposition of any kind, including, but not limited to, transfers pursuant to divorce or legal separation, transfers to receivers, levying creditors, trustees or receivers in bankruptcy proceedings or general assignees for the benefit of creditors, whether voluntary, involuntarily or by operation of law, directly or indirectly (including the Transfer of a controlling interest in any entity the assets of which consist at least in part of Equity Securities). “transferor” and “transferee” have meanings corresponding to the foregoing;
	“Treasury Share”	means a Share held in the name of the Company as a treasury share in accordance with the Act;
	“U.S. Person”	means a Director who is citizen or resident of the United States of America;
	“Virtual Meeting”	means any general meeting of the members at which the members (and any other permitted participants of such meeting, including without limitation the Chairman and any Directors) are permitted to be Present solely by means of Communications Facilities;
	“written” and “in writing”	includes all modes of representing or reproducing words in visible form including in the form of an electronic record;

	(b)	unless the context otherwise requires, words or expressions defined in the law shall have the same meanings herein but excluding any statutory modification thereof not in force when these Articles become binding on the Company;
	(c)	unless the context otherwise requires:

	(i)	words importing the singular number shall include the plural number and vice-versa;
	(ii)	words importing the masculine gender only shall include the feminine gender; and
	(iii)	words importing persons only shall include companies or associations or bodies of person whether incorporated or not;

	(d)	the word “may” shall be construed as permissive and the word “shall” shall be construed as imperative;
	(e)	the headings herein are for convenience only and shall not affect the construction of these Articles;
	(f)	references to statutes are, unless otherwise specified, references to statutes of the Islands and, subject to paragraph (b) above, include any statutory modification or re-enactment thereof for the time being in force; and
	(g)	where an Ordinary Resolution is expressed to be required for any purpose, a Special Resolution is also effective for that purpose.

	3.	The business of the Company may be commenced as soon after incorporation as the Directors shall see fit, notwithstanding that only some of the shares may have been allotted.
	4.	The Directors may pay, out of the capital or any other monies of the Company, all expenses incurred in or about the formation and establishment of the Company including the expenses of registration.

	5.	(a)	The registered office of the Company shall be situated at the office of Campbells Corporate Services Limited, Floor 4, Willow House, Cricket Square, Grand Cayman KY1-9010, Cayman Islands, or at such other place in the Cayman Islands as the directors may at any time decide.
		(b)	The Company, in addition to its registered office, may establish and maintain such other offices, places of business and agencies in the Islands and elsewhere as the Directors may from time to time determine.

	6. (a)	Subject to the rules of any Designated Stock Exchange and to the provisions, if any, in the Memorandum and these Articles, the Directors have general and unconditional authority to allot, grant options over, offer or otherwise deal with or dispose of any unissued shares in the capital of the Company without the approval of holders of Shares (whether forming part of the original or any increased share capital), either at a premium or at par, with or without preferred, deferred or other special rights or restrictions, whether in regard to dividend, voting, return of capital or otherwise and to such persons, on such terms and conditions, and at such times as the Directors may decide, but so that no share shall be issued at a discount, except in accordance with the provisions of the Act. In particular and without prejudice to the generality of the foregoing, the Board is hereby empowered to authorize by resolution or resolutions from time to time and without the approval of holders of Shares the issuance of one or more classes or series of preferred Shares, to cause to be issued such preferred shares and to fix the designations, powers, preferences and relative, participating, optional and other rights, if any, and the qualifications, limitations and restrictions thereof, if any, including, without limitation, the number of shares constituting each such class or series, dividend rights, conversion rights, redemption privileges, voting powers, full or limited or no voting powers, and liquidation preferences, and to increase or decrease the size of any such class or series (but not below the number of Shares of any class or series of preferred Shares then outstanding) to the extent permitted by Act. Without limiting the generality of the foregoing, the resolution or resolutions providing for the establishment of any class or series of preferred shares may, to the extent permitted by law, provide that such class or series shall be superior to, rank equally with or be junior to the preferred Shares of any other class or series.
	(b)	The Company shall not issue shares or warrants to bearer.
	(c)	Subject to the rules of any Designated Stock Exchange, the Directors have general and unconditional authority to issue warrants or convertible securities of similar nature conferring the right upon the holders thereof to subscribe for, purchase or receive any class of shares or securities in the capital of the Company to such persons, on such terms and conditions, and at such times as the Directors may decide.
	(d)	The Company may issue fractions of a share of any class and 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, contribution, calls or otherwise howsoever), limitations, preferences, privileges, qualifications, restrictions, rights and other attributes of a whole share of that class of shares.
	7.	The Company may, in so far as the Act permits, pay a commission to any person in consideration of his subscribing or agreeing to subscribe, whether absolutely or conditionally, or procuring or agreeing to procure subscriptions (whether absolute or conditional) for any shares in the capital of the Company. Such commissions may be satisfied by the payment of cash or the allotment of fully or partly paid up shares or partly in one way and partly in the other. The Company may also, on any issue of shares, pay such brokerage fees as may be lawful.
	8.	Except as required by law, no person shall be recognized by the Company as holding any share upon any trust, and the Company shall not be bound by or be compelled in any way to recognize (even when having notice thereof) any equitable, contingent, future or partial interest in any share (except only as by these Articles or by law otherwise provided) or any other rights in respect of any share except an absolute right to the entirety thereof in the holder.

	11.	A Member shall only be entitled to a share certificate if the Directors resolve that share certificates shall be issued. Share certificates representing Shares, if any, shall be in such form as the Directors may determine. Share certificates shall be signed by one or more Directors or other person authorized by the Directors. The Directors may authorize certificates to be issued with the authorized signature(s) affixed by mechanical process. All certificates for Shares shall be consecutively numbered or otherwise identified and shall specify the Shares to which they relate. All certificates surrendered to the Company for transfer shall be cancelled and subject to the Articles and no new certificate shall be issued until the former certificate representing a like number of relevant Shares shall have been surrendered and cancelled. The Company shall be authorized to issue Shares in uncertificated form.
	12.	Every share certificate of the Company shall bear legends required under the applicable laws, including the Securities Act.
	13.	If a share certificate is defaced, worn-out, lost or destroyed, it may be renewed on such terms (if any) as to evidence and indemnity and payment of the expenses reasonably incurred by the Company in investigating evidence as the Directors may determine but otherwise free of charge, and (in the case of defacement or wearing-out) on delivery to the Company of the old certificate.

	14.	The Company shall have a first and paramount lien on every share (not being a fully paid share) for all moneys (whether presently payable or not) payable at a fixed time or called in respect of that share. The Directors may at any time declare any share to be wholly or in part exempt from the provisions of this Article. The Company’s lien on a share shall extend to any amount in respect of it.
	15.	The Company may sell in such manner as the Directors determine any shares on which the Company has a lien if a sum in respect of which the lien exists is presently payable and is not paid within fourteen (14) clear days after notice has been given to the holder of the share or to the person entitled to it in consequence of the death or bankruptcy of the holder, demanding payment and stating that if the notice is not complied with the shares may be sold.
	16.	To give effect to a sale the Directors may authorize some person to execute an instrument of transfer of the shares sold to, or in accordance with the directions of, the purchaser. The title of the transferee to the shares shall not be affected by any irregularity or invalidity in the proceedings in reference to the sale.

	18.	Subject to the terms of allotment, the Directors may make calls upon the Members in respect of any moneys unpaid on their shares (whether in respect of nominal value or premium) and each Member shall (subject to receiving at least fourteen (14) clear days’ notice specifying when and where payment is to be made) pay to the Company as required by the notice the amount called on his shares. A call may be required to be paid by installments. A call may, before receipt by the Company of any sum due thereunder, be revoked in whole or in part and payment of a call may be postponed in whole or in part. A person upon whom a call is made shall remain liable for calls made upon him notwithstanding the subsequent transfer of the shares in respect of which the call was made.
	19.	A call shall be deemed to have been made at the time when the resolution of the Directors authorizing the call was passed.
	20.	The joint holders of a share shall be jointly and severally liable to pay all calls in respect of the share.
	21.	If a call remains unpaid after it has become due and payable the person from whom it is due and payable shall pay interest on the amount unpaid from the day it became due and payable until it is paid at the rate fixed by the terms of allotment of the share or in the notice of the call or, if no rate is fixed, at an annual rate of ten percent (10%) but the Directors may waive payment of the interest wholly or in part.
	22.	An amount payable in respect of a share on allotment or at any fixed date, whether in respect of nominal value or premium or as an installment of a call, shall be deemed to be a call, and if it is not paid when due all the provisions of the Articles shall apply as if that amount had become due and payable by virtue of a call.
	23.	Subject to the terms of allotment, the Directors may make arrangements on the issue of shares for a difference between the holders in the amounts and times of payment of calls on their shares.
	24.	If a call remains unpaid after it has become due and payable the Directors may give to the person from whom it is due not less than fourteen (14) clear days’ notice requiring payment of the amount unpaid, together with any interest which may have accrued. The notice shall name the place where payment is to be made and shall state that if the notice is not complied with the shares in respect of which the call was made will be liable to be forfeited.
	25.	If the notice is not complied with any share in respect of which it was given may, before the payment is required by the notice has been made, be forfeited by a resolution of the Directors and the forfeiture shall include all dividends or other moneys payable in respect of the forfeited shares and not paid before the forfeiture.
	26.	Subject to the provisions of the Act, a forfeited share may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the Directors determine either to the person who was before the forfeiture the holder or to any other person, and at any time before a sale, re-allotment or other disposition, the forfeiture may be canceled on such terms as the Directors think fit. Where for the purposes of its disposal a forfeited share is to be transferred to any person the Directors may authorize any person to execute an instrument of transfer of the share to that person.
	27.	A person any of whose shares have been forfeited shall cease to be a Member in respect of them and shall surrender to the Company for cancellation the certificate for the shares forfeited but shall remain liable to the Company for all moneys which at the date of forfeiture were presently payable by him to the Company in respect of those shares with interest at the rate at which interest was payable on those moneys before the forfeiture or, if no interest was so payable, at an annual rate of ten percent (10%) from the date of forfeiture until payment but the Directors may waive payment wholly or in part or enforce payment without any allowance for the value of the shares at the time of forfeiture or for any consideration received on their disposal.

	29.	Subject to these Articles, any Member may transfer all or any of his shares by an instrument of transfer in the usual or common form or in a form prescribed by any Designated Stock Exchange or in any other form approved by the Board and may be under hand or, if the transferor or transferee is a Clearing House, by hand or by electronic machine imprinted signature or by such other manner of execution as the Board may approve from time to time.
	30.	The instrument of transfer shall be executed by or on behalf of the transferor and the transferee provided that the Board may dispense with the execution of the instrument of transfer by the transferee in any case which it thinks fit in its discretion to do so. Without prejudice to Article 29, the Board may also resolve, either generally or in any particular case, upon request by either the transferor or transferee, to accept mechanically executed transfers. The transferor shall be deemed to remain the holder of the share until the name of the transferee is entered in the Register of Members in respect thereof. Nothing in these Articles shall preclude the Board from recognizing a renunciation of the allotment or provisional allotment of any share by the allottee in favour of some other person.
	31.	(1) The Board may, in its absolute discretion, and without giving any reason therefore, refuse to register a transfer of any share that is not a fully paid up share to a person of whom it does not approve, or any share issued under any share incentive scheme for employees upon which a restriction on transfer imposed thereby still subsists, and it may also, without prejudice to the foregoing generality, refuse to register a transfer of any share to more than four joint holders or a transfer of any share that is not a fully paid up share on which the Company has a lien.

	(a)	a fee of such maximum sum as any Designated Stock Exchange may determine to be payable or such lesser sum as the Board may from time to time require is paid to the Company in respect thereof;
	(b)	the instrument of transfer is in respect of only one class of shares;
	(c)	the Shares are fully paid and free of any lien;
	(d)	the instrument of transfer is lodged at the registered office or such other place at which the Register of Members is kept, accompanied by any relevant share certificate(s) and/or such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer (and, if the instrument of transfer is executed by some other person on his behalf, the authority of that person so to do); and
	(e)	if applicable, the instrument of transfer is duly and properly stamped.

	34.	The registration of transfers of shares or of any class of shares may, after compliance with any notice requirement of any Designated Stock Exchange, be suspended and the Register of Members be closed at such times and for such periods (not exceeding in the whole thirty (30) days in any year) as the Board may determine.
	35.	The Company shall be entitled to retain any instrument of transfer which is registered, but any instrument of transfer which the Directors refuse to register shall be returned to the person lodging it when notice of the refusal is given.

	36.	If a Member dies the survivor, or survivors where he was a joint holder, and his personal representatives where he was a sole holder or the only survivor of joint holders shall be the only persons recognized by the Company as having any title to his interest; but nothing in the Articles shall release the estate of a deceased Member from any liability in respect of any share which had been jointly held by him.
	37.	A person becoming entitled to a share in consequence of the death or bankruptcy of a Member may, upon such evidence being produced as the Directors may properly require, elect either to become the holder of the share or to have some person nominated by him registered as the transferee. If he elects to become the holder he shall give notice to the Company to that effect. If he elects to have another person registered he shall execute an instrument of transfer of the share to that person. All the Articles relating to the transfer of shares shall apply to the notice or instrument of transfer as if it were an instrument of transfer executed by the Member and the death or bankruptcy of the Member had not occurred.
	38.	A person becoming entitled to a share by reason of the death or bankruptcy of a Member shall have the rights to which he would be entitled if he were the holder of the share, except that he shall not, before being registered as the holder of the share, be entitled in respect of it to attend or vote at any meeting of the Company or at any separate meeting of the holders of any class of shares in the Company.

	(i)	increase its share capital by such sum, to be divided into shares of such amount, as the resolution shall prescribe;
	(ii)	consolidate and divide all or any of its share capital into shares of larger amounts than its existing shares;
	(iii)	convert all or any of its paid up shares into stock and reconvert that stock into paid up shares of any denomination;
	(iv)	sub-divide its existing shares, or any of them, into shares of smaller amounts than is fixed by the Memorandum; and
	(v)	cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person, and diminish the amount of its share capital by the amount of the shares so cancelled.

	(a)	issue shares on terms that they are to be redeemed or are liable to be redeemed at the option of the Company or the Member on such terms and in such manner as the Directors may, before the issue of shares, determine;
	(b)	purchase its own shares (including any redeemable shares) in such manner and on such terms as the Directors may determine and agree with the relevant Member; and
	(c)	make a payment in respect of the redemption or purchase of its own shares in any manner authorized by the Act, including out of capital.
	43.	The Directors may, when making a payment in respect of the redemption or purchase of shares, if so authorized by the terms of issue of the shares (or otherwise by agreement with the holder of such shares) make such payment in cash or in specie (or partly in one and partly in the other).
	44.	Upon the date of redemption or purchase of a share, the holder shall cease to be entitled to any rights in respect thereof (excepting always the right to receive (i) the price therefore and (ii) any dividend which had been declared in respect thereof prior to such redemption or purchase being effected) and accordingly his name shall be removed from the Register of Members with respect thereto and the share shall be cancelled.