6-K
Platinum Analytics Cayman Ltd (PLTS)
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 September 2025
CommissionFile Number: 001-42853
PLATINUMANALYTICS CAYMAN LIMITED
(Registrant’sName)
60Anson Road, 17-01
Mapletree,Singapore 079914
(Addressof Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Entryinto a Material Definitive Agreement.
On September 18, 2025, Platinum Analytics Cayman Limited (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Kingswood Capital Partners, LLC as representative of the underwriters (the “Representative”), relating to the Company’s initial public offering (the “IPO”) of 2,300,000 Class A ordinary shares, par value $0.0004 per share (the “Ordinary Shares”), which included the Representative’s full exercise of its over-allotment option.
On March 31, 2025, the Company adopted its third amended and restated memorandum and articles of association in connection with its IPO (the “Articles”) by special resolution passed by shareholders of the Company. The Articles became effective after pricing. On April 10, 2025, the Company filed the Articles with the Registrar of Companies in the Cayman Islands.
On September 22, 2025, the Company closed the IPO. The Company completed the IPO pursuant to its registration statement on Form F-1 (File No. 333-287134), which was initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 9, 2025, as amended, and declared effective by the SEC on September 18, 2025. The Ordinary Shares were priced at $4.00 per share, and the offering was conducted on a firm commitment basis. The Ordinary Shares were previously approved for listing on The Nasdaq Capital Market and commenced trading under the ticker symbol “PLTS” on September 19, 2025.
In connection with the IPO, the Company issued a press release on September 19, 2025 announcing the pricing and trading of the IPO and a press release on September 22, 2025 announcing the closing of the IPO, respectively.
Copies of the Underwriting Agreement, the third amended and restated memorandum and articles of association, and the two press releases are attached hereto as Exhibits 1.1, 3.1, 99.1 and 99.2, respectively, and are incorporated by reference herein. The foregoing summary of the terms of the Underwriting Agreement is subject to, and qualified in its entirety by, such document.
This report does not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.
FinancialStatements and Exhibits.
The following exhibits are being filed herewith:
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.
| PLATINUM ANALYTICS CAYMAN LIMITED | ||
|---|---|---|
| Date:<br> September 23, 2025 | By: | /s/ Huiyi Zheng |
| Name: | Huiyi<br> Zheng | |
| Title: | Chief<br> Executive Officer |
Exhibit1.1
UNDERWRITINGAGREEMENT
September 18, 2025
Kingswood Capital Partners, LLC
7280 W. Palmetto Park Rd., Suite 301
Boca Raton, FL 33433
AsRepresentative of the Underwriters named on Annex A hereto
Ladies and Gentlemen:
The undersigned, Platinum Analytics Cayman Limited, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters named herein (the “Underwriters” and each an “Underwriter”), for whom Kingswood Capital Partners, LLC is acting as representative (in such capacity, the “Representative,” and if there are no underwriters other than the Representative, references to multiple underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) to issue and sell to the Underwriters an aggregate of 2,000,000 Class A Ordinary Shares, $0.0004 par value per share, of the Company (“Class A Ordinary Shares”) to be sold by the Company (the “Firm Shares”). The Company has also granted to the Representative an option (the “Over-Allotment Option”) to purchase up to 300,000 additional Class A Ordinary Shares from the Company, on the terms and for the purposes set forth in Section 1(b) hereof (the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this Agreement are herein collectively called the “Securities.” The offering and sale of the securities contemplated by this Agreement on the terms and conditions set forth herein is referred to herein as the “Offering.”
(1) Purchase of Securities*; Consideration.*
a. Firm Shares. On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters, severally and not jointly, at the Closing (as defined below) an aggregate of 2,000,000 Firm Shares at a purchase price equal to the public offering price net of an underwriting discount equal to seven percent (7.0%) of the public offering price of the shares being offered (the “Underwriting Fee”) or $4.00 per Ordinary Share (the “Per Share Purchase Price”).
b. Option Shares. On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the Underwriters an option, severally and not jointly, to purchase all or any portion of the Option Shares at the Per Share Purchase Price. The option granted hereunder may be exercised in whole or in part from time to time and at any time within 45 days after the Closing (as defined below) of this Offering upon notice (confirmed in writing) by the Representative to the Company setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option and the date and time, as determined by the Representative, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor earlier than the second Business Day (as defined below) or later than the tenth (10^th^) Business Day after the date on which the option shall have been exercised. The percentage of the total number of Option Shares to be purchased by the Underwriters shall be the same percentage of the number of Firm Shares to be purchased by such Underwriter of the total number of Firm Shares, as adjusted by the Representative in such manner as the Representative deems advisable to avoid fractional shares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered.
c. Commission and Expenses. In consideration of the services to be provided hereunder, the Company shall pay the Underwriters or their respective designees as set forth in Section 1(a) and, as applicable, Section 1(b). In addition, the Company shall reimburse the Representative for certain non-accountable expenses and certain out-of-pocket accountable expenses, as set forth in Section 4(i), which out-of-pocket accountable expense reimbursement shall be reduced by any Advances (as defined below) previously paid to the Representative. To the extent that the Underwriters’ incurred expenses are less than the Advances previously paid, the Underwriters will return to the Company that portion of the Advances not offset by out-of-pocket accountable expenses.
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d. Right of First Refusal. After the Closing of the Offering, for a period of eighteen (18) months from the commencement of sales of the Offering, the Company grants the Representative the right of first refusal to act as lead manager and bookrunner, or lead placement agent with respect to any public or private sale equity or debt securities of the Company and/or any of its subsidiaries (the “Financing”). In connection with such right, the Company agrees to furnish the Representative with the terms and conditions of any Financing and/or any bonafide proposed private or public sale of equity or debt securities to be made by the Company or any of its subsidiaries and the name and address of such person, entity, or representative. Representative shall notify the Company of its intention to exercise the right of first refusal within ten (10) business days following notice in writing by the Company. Notwithstanding the foregoing, the Company, at its option, may consider engaging the Representative to act as the Company’s financial advisor or placement agent for any other form of financing or strategic transaction, on terms to be mutually determined by the parties.
(2) Delivery and Payment.
a. Delivery of and Payment for Securities. Delivery of and payment for the Firm Shares shall be made at 10:00 A.M., Eastern time, on September 22, 2025 or at such other time as shall be agreed upon in writing by the Representative and the Company, and, with respect to the Option Shares, 10:00 A.M., Eastern time, on the date specified by the Representative in the written notice given by the Representative of the Underwriters’ election to purchase such Option Shares, or at such other time as shall be agreed upon in writing by the Representative and the Company. The hour and date of delivery of and payment for the Firm Shares is called the “First Closing Date,” and each time and date for delivery of the Option Shares, if not the First Closing Date, is called an “Option Closing Date,” and each such closing of the payment of the purchase price for, and delivery of the Firm Shares or Option Shares, as applicable, is referred to herein as a “Closing” and the date of each such Closing, a “Closing Date.” Each Closing shall be at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company, and each Closing may be undertaken by remote electronic exchange of Closing documentation. Payment for the Firm Shares and Option Shares, as applicable, shall be made on the applicable Closing Date by wire transfer in Federal (same day) funds to the Company upon delivery by the Company to the Representative of the Firm Shares or Option Shares, as applicable, through the full fast transfer facilities of the Depository Trust Company (the “DTC”) for the account of the Underwriters. The Firm Shares and Option Shares shall be registered in such names and in such denominations as the Representative may request in writing at least one (1) Business Day prior to the applicable Closing Date. The Company shall not be obligated to sell or deliver the Firm Shares or Option Shares to be purchased on such Closing Date except upon tender of payment by the Representative for all such Firm Shares or Option Shares, as applicable.
(3) Representations and Warranties of the Company. The Company represents and warrants to, and agrees with, each of the Underwriters that, as of the date hereof and as of the First Closing Date and each Option Closing Date (as if made at such Closing Date):
a. Filing of Registration Statement. The Company has filed with the Commission (as defined below) a registration statement, and an amendment or amendments thereto, on Form F-1 (File No. 333- 287134), including any related prospectus or prospectuses, for the registration of the Securities under the Securities Act (as defined below), which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Securities Act. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became effective (including the Preliminary Prospectus (as defined below) included in the registration statement, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of the Effective Date pursuant to paragraph (b) of Rule 430A of the Securities Act (the “Rule 430A Information”), is referred to herein as the “Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The Registration Statement was declared effective by the Commission on September 18, 2025.
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Each prospectus used prior to the effectiveness of the Registration Statement, and each prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” The Preliminary Prospectus, subject to completion and filed with the Commission on May 9, 2025, that was included in the Registration Statement immediately prior to the Applicable Time (as defined below) is hereinafter called the “Pricing Prospectus.” The final prospectus in the form first furnished to the Underwriters for use in the Offering is hereinafter called the “Prospectus.” Any reference to the “most recent Preliminary Prospectus” shall be deemed to refer to the latest Preliminary Prospectus included in the Registration Statement.
For purposes of this Agreement:
“Applicable Time” means 5:00 P.M. Eastern Time, on September 18, 2025.
“Business Day” means any day other than a Saturday, a Sunday or a day on which banking institutions or trust companies are authorized or obligated by law to close in the State of New York; provided, however, for clarification, banking institutions and trust companies shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of banking institutions in the State of New York generally are open for use by customers on such day.
“Class A Ordinary Shares” are to Class A ordinary shares of the Company, par value $0.0004 per share, each carrying one vote.
“Class B Ordinary Shares” are to Class B ordinary shares of the Company, par value $0.0004 per share, each carrying 20 votes.
“Commission” means the U.S. Securities and Exchange Commission.
“Effective Date” means each date and time that the Registration Statement or any post-effective amendment or amendments thereto became or becomes effective.
“Execution Time” means the date and time that this Agreement is executed and delivered by the parties to this Agreement.
“Issuer Free Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433 under the Securities Act (“Rule 433”), including any “free writing prospectus” (as defined in Rule 405 under the Securities Act) relating to the Securities that is (i) required to be filed with the Commission by the Company, (ii) a “road show that is a written communication” within the meaning of Rule 433(d)(8)(i), whether or not required to be filed with the Commission, or (iii) exempt from filing with the Commission pursuant to Rule 433(d)(5)(i) because it contains a description of the Securities or of the Offering that does not reflect the final terms, in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g).
“Marketing Materials” means written roadshow materials prepared by or on behalf of the Company and used or referred to by the Company or with the Company’s express consent.
“Offering” means the offering and sale of the Firm Shares and the Option Shares, as applicable.
“Ordinary Shares” are to the Class A Ordinary Shares and Class B Ordinary Shares of Platinum Analytics Cayman Limited.
“Pricing Disclosure Package” means the Pricing Prospectus, any Permitted Free Writing Prospectuses set forth on Schedule II and the information included on Schedule I hereto, all considered together.
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“Registration Statement” means the registration statement referred to in Section 4(a) hereof including exhibits and financial statements and any prospectus supplement relating to the Securities that is filed with the Commission pursuant to Rule 424(b) and deemed part of such registration statement pursuant to Rule 430A, as amended, on each Effective Date and, in the event any post- effective amendment thereto becomes effective prior to the First Closing Date, shall also mean such registration statement as so amended.
“Rule 158,” “Rule 163,” “Rule 164,” “Rule 172,” “Rule 405,” “Rule 415,” “Rule 424,” “Rule 430A,” “Rule 430B” and “Rule 433” refer to such rules under the Securities Act.
“Trading Day” means any day on which the Exchange is open for trading.
“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.
b. Disclosures in Registration Statement.
i. Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective, complied in all material respects with the requirements of the Securities Act. Each Preliminary Prospectus, including the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto, and the Prospectus, at the time each was filed with the Commission, complied in all material respects with the requirements of the Securities Act. Each Preliminary Prospectus delivered to the Underwriters for use in connection with this Offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system (“EDGAR”), except to the extent permitted by Regulation S-T;
ii. Neither the Registration Statement nor any amendment thereto, at the time each became effective pursuant to the Securities Act, as of the date of this Agreement, at the First Closing Date or at each Option Closing Date, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Representative expressly for use in the Registration Statement, the Pricing Prospectus or the Prospectus or any amendment thereof or supplement thereto. The parties acknowledge and agree that such information provided by or on behalf of the Underwriters consists solely of (i) the first sentence of the sub-section titled “Electronic Distribution” and (ii) the sub-section titled “Price Stabilization, Short Positions and Penalty Bids” under the caption “Underwriting” in the Prospectus (the “Underwriter Information”);
iii. The Pricing Disclosure Package, as of the Applicable Time, as of the date of this Agreement, and at the First Closing Date and each Option Closing Date, did not, does not and will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to the Underwriter Information. Each Issuer Free Writing Prospectus does not conflict with the information contained in the Registration Statement, the Preliminary Prospectus, the Pricing Prospectus or the Prospectus, and each Issuer Free Writing Prospectus, as supplemented by and taken together with the Pricing Prospectus as of the Applicable Time, did not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to the Underwriter Information; and
iv. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), or at the First Closing Date or each Option Closing Date, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to the Underwriter Information.
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c. Disclosure of Agreements. The agreements and documents described in the Registration Statement, the Pricing Disclosure Package and the Prospectus conform in all material respects to the descriptions thereof contained therein and there are no agreements or other documents required by the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package or the Prospectus or to be filed with the Commission as exhibits to the Registration Statement, that have not been so described or filed. Each agreement or other instrument (however characterized or described) to which any of the Company or its Subsidiaries (as defined below) is a party or by which any of them is or may be bound or affected and (i) that is referred to in the Registration Statement, the Pricing Disclosure Package or the Prospectus, or (ii) that is material to the business of the Company and its Subsidiaries, has been duly authorized and validly executed by the Company or a Subsidiary, as applicable, is in full force and effect in all material respects and is enforceable against the Company or such Subsidiary, as applicable, and, to the Company’s knowledge, the other parties thereto, in accordance with its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (y) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (z) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. None of such agreements or instruments has been assigned by any of the Company or its Subsidiaries, and neither the Company or such Subsidiary, as applicable, nor, to the Company’s knowledge, any other party is in default thereunder and, to the Company’s knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a default thereunder. To the best of the Company’s knowledge, performance by the Company or a Subsidiary, as applicable, of such agreements or instruments will not result in a violation of any existing applicable law, rule, regulation, judgment, order or decree of any governmental authority, agency or court, domestic or foreign, having jurisdiction over the Company or its Subsidiaries or any of their respective assets or businesses, including those relating to environmental laws and regulations, except to the extent that the violation would not result in a Material Adverse Change (as defined below).
d. Good Standing. The Company has been duly incorporated with limited liability, and is validly existing and in good standing under the laws of the Cayman Islands, has the corporate power and authority to own its property and to conduct its business as described in the Pricing Disclosure Package and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not result in a Material Adverse Change.
e. Subsidiaries. Each of the Company’s direct and indirect subsidiaries (each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been identified on Schedule III hereto. Each of the Subsidiaries has been duly incorporated, is validly existing as an entity in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its property and to conduct its business as described in the Pricing Disclosure Package and the Prospectus; all of the outstanding equity interests of each Subsidiary have been duly and validly authorized and issued, are owned directly or indirectly by the Company, are paid according to the applicable laws and the articles of association and non-assessable and, are free and clear of all liens, encumbrances, equities or claims. None of the outstanding share capital or equity interest in any Subsidiary was issued in violation of preemptive or similar rights of any security holder of such Subsidiary. All of the constitutive or organizational documents of each of the Subsidiaries comply with the requirements of applicable laws of its jurisdiction of incorporation or organization and are in full force and effect. Apart from the Subsidiaries, the Company has no direct or indirect subsidiaries or any other company over which it has direct or indirect effective control.
f. [Reserved].
g. Prior Securities Transactions. No securities of the Company have been sold by the Company or by or on behalf of, or for the benefit of, any person or persons controlling, controlled by or under common control with the Company, except as disclosed in the Pricing Disclosure Package and the Prospectus.
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h. Regulations.
i. The disclosures in the Pricing Disclosure Package and the Prospectus concerning the effects of federal, state, local and all foreign regulation on the Offering and the Company’s business as currently contemplated are correct in all respects and no other such regulations are required to be disclosed pursuant to the Securities Act in the Registration Statement, the Pricing Disclosure Package or the Prospectus which are not so disclosed.
ii. The Company is aware of and has been advised as to the content of the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies and five supporting guidelines, which was issued by the China Securities Regulatory Commission (the “CSRC”) on February 17, 2023 and has come into effect on March 31, 2023 (the “Trial Measures”), the Notice on the Administrative Arrangements for the Filing of the Overseas Securities Offering and Listing by Domestic Companies promulgated by the CSRC on the same day (the “CSRC Notice”), and any other official clarifications, guidance, interpretations or implementation rules in connection with or related thereto (collectively, the “CSRC Filing Rules”). The Company is not required to complete the filing procedure under the CSRC Filing Rules in connection with this Offering.
iii. To the best of the Company’s knowledge, except as disclosed in the Pricing Disclosure Package and the Prospectus, the Company is not subject to the regulations promulgated by the State Administration of Foreign Exchange (“SAFE”) relating to overseas investment by PRC residents or citizens, nor is it subject to the Rules on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, including any official interpretations, guidance, or implementation rules in connection therewith, in connection with the issuance and sale of the Securities, the listing and trading of the Securities on the Exchange, or the consummation of the transactions contemplated by this Agreement.
i. Absence of Certain Events. Except as contemplated in the Pricing Disclosure Package and in the Prospectus, subsequent to the respective dates as of which information is given in the Pricing Disclosure Package, neither the Company nor any of its Subsidiaries has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions, or declared or paid any dividends or made any distribution of any kind with respect to its share capital; and there has not been any change in the share capital (other than a change in the number of outstanding Ordinary Shares of the Company due to the issuance of shares upon the exercise of outstanding options or warrants or conversion of convertible securities), or any material change in the short-term or long-term debt (other than as a result of the conversion of convertible securities of the Company), or any issuance of options, warrants, convertible securities or other rights to purchase the share capital of the Company or any of its Subsidiaries, or any material adverse change in the general affairs, condition (financial or otherwise), business, prospects, management, properties, operations or results of operations of the Company and its Subsidiaries, taken as a whole (“Material Adverse Change”), or any development which could reasonably be expected to result in any Material Adverse Change.
j. Independent Accountants. AOGB CPA Limited (the “Auditor”), which has expressed its opinion with respect to the financial statements and schedules filed as a part of the Registration Statement and included in the Registration Statement, the Pricing Disclosure Package and the Prospectus, is (i) an independent public accounting firm within the meaning of the Securities Act, (ii) a registered public accounting firm (as defined in Section 2(a)(12) of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”)) and (iii) not in violation of the auditor independence requirements of the Sarbanes-Oxley Act. As of the date hereof, to the knowledge of the Company after due inquiry, the Auditor is registered with the Public Company Accounting Oversight Board.
k. Financial Statements, etc. The financial statements, including the notes thereto and supporting schedules included in the Registration Statement, the Pricing Disclosure Package and the Prospectus, comply in all material respects with the requirements of the Securities Act and fairly present the financial position and the results of operations of the Company and its Subsidiaries at the dates and for the periods to which they apply; and such financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”), consistently applied throughout the periods involved (provided that unaudited interim financial statements are subject to year-end audit adjustments that are not expected to be material in the aggregate and do not contain all footnotes required by GAAP); and the supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Except as included therein, no historical or pro forma financial statements are required to be included in the Registration Statement, the Pricing Disclosure Package or the Prospectus under the Securities Act. All disclosures contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission), if any, comply with Item 10 of Regulation S-K of the Securities Act. Each of the Registration Statement, the Pricing Disclosure Package and the Prospectus discloses all material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships of the Company and its Subsidiaries with unconsolidated entities or other persons that may have a material current or future effect on the financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses of the Company and its Subsidiaries.
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l. Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the Company, including the outstanding Class A Ordinary Shares, are duly authorized and validly issued, fully paid and non-assessable (which term “non-assessable” when used herein means that no further sums are required to be paid by the holders thereof in connection with the issue thereof), have been issued in compliance with all applicable securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which waiver has been delivered to counsel to the Underwriters), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital of the Company, including the Class A Ordinary Shares, conforms to the description thereof in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus. The Company has reserved from its duly authorized but unissued shares the maximum number of Class A Ordinary Shares issuable pursuant to this Agreement. Except as otherwise stated in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, (i) there are no pre-emptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Class A Ordinary Shares pursuant to the Company’s Memorandum and Articles of Association, as amended (as the same may be amended or restated from time to time, the “Organizational Documents”) or any agreement or other instrument to which the Company is a party or by which the Company is bound, (ii) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Class A Ordinary Shares or other securities of the Company (collectively “Registration Rights”), and (iii) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date of the Prospectus. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus under the caption “Capitalization.” The Class A Ordinary Shares (including the Securities) conform in all material respects to the description thereof contained in the Pricing Disclosure Package and the Prospectus.
m. Validity and Binding Effect of Agreements. This Agreement has been duly and validly authorized by the Company, and, when executed and delivered, will constitute, a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
n. No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement, the consummation by the Company of the transactions herein contemplated and the compliance by the Company with the terms hereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in a breach of, or conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of any of the Company and the Subsidiaries pursuant to the terms of any agreement or instrument to which any of the Company or the Subsidiaries, as applicable, is a party; (ii) result in any violation of the provisions of the Company’s Organizational Documents; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any governmental authority as of the date hereof, except in the case of (i) or (iii), such as would not result in a Material Adverse Change.
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o. No Defaults; Violations. No default exists, and no event has occurred which, with notice or lapse of time or both, would constitute a default, in the due performance and observance of any term, covenant or condition of any license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement or instrument evidencing an obligation for borrowed money, or any other agreement or instrument to which any of the Company or its Subsidiaries is a party or by which any of the Company or its Subsidiaries may be bound or to which any of their respective properties or assets is subject. None of the Company or its Subsidiaries is (i) in violation of any term or provision of its constitutive or organizational documents, or (ii) in violation of any franchise, license, permit, applicable law, rule, regulation, judgment or decree of any governmental authority, except, with respect to clause (ii), such as would not result in a Material Adverse Change.
p. Corporate Power; Licenses; Consents.
i. Conduct of Business. Each of the Company and its Subsidiaries has all requisite corporate power and authority, and has all necessary authorizations, approvals, orders, licenses, certificates and permits of and from all governmental regulatory officials and bodies that it needs as of the date hereof to conduct its business as described in the Pricing Disclosure Package and the Prospectus.
ii. Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals and orders required in connection therewith have been obtained. No consent, authorization or order of, and no filing with, any court, government agency or other body is required for the valid issuance, sale and delivery of the Securities and the consummation of the transactions and agreements contemplated by this Agreement and as contemplated by the Pricing Disclosure Package and the Prospectus, except with respect to applicable federal and state securities laws and the rules and regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”).
q. D&O Information. All information concerning the Company’s directors, officers and principal shareholders described in the Pricing Disclosure Package and the Prospectus, is true and correct in all material respects and the Company has not become aware of any information which would cause such information to become materially inaccurate or incorrect.
r. Litigation; Governmental Proceedings. Except as set forth in the Pricing Disclosure Package and in the Prospectus, there is not pending or, to the knowledge of the Company, threatened or contemplated, any action, suit or proceeding (i) to which the Company or any Subsidiary is a party or (ii) which has as the subject thereof any officer or director of, any employee benefit plan sponsored or any property or assets owned or leased by, the Company or any Subsidiary before or by any court or governmental authority, or any arbitrator, which, individually or in the aggregate, might result in any Material Adverse Change, or would materially and adversely affect the ability of the Company to perform its obligations under this Agreement or which are otherwise material in the context of the sale of the Securities. There are no current or, to the knowledge of the Company, pending, legal, governmental or regulatory actions, suits or proceedings (x) to which the Company or any Subsidiary is subject or (y) which has as the subject thereof any officer or director of, any employee plan sponsored by or any property or assets owned or leased by, the Company or any Subsidiary, that are required to be described in the Registration Statement, Pricing Disclosure Package and Prospectus and that have not been so described.
s. Insurance. Except as disclosed in the Pricing Disclosure Package and the Prospectus, each of the Company and its Subsidiaries carries, or is covered by, insurance from reputable insurers in such amounts and covering such risks as is adequate for the conduct of its business and the value of its properties and as is customary for companies engaged in similar businesses in similar industries; all policies of insurance and any fidelity or surety bonds insuring any of the Company or its Subsidiaries or their respective businesses, assets, employees, officers and directors are in full force and effect; each of the Company and its Subsidiaries is in compliance with the terms of such policies and instruments in all material respects; there are no claims by any of the Company or its Subsidiaries under any such policy or instrument as to which any insurance company is denying liability or defending under a reservation of rights clause; none of the Company or its Subsidiaries has been refused any insurance coverage sought or applied for; and none of the Company or its Subsidiaries has reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not result in a Material Adverse Change.
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t. Transactions Affecting Disclosure to FINRA.
i. Finder’s Fees. There are no claims, payments, arrangements, agreements or understandings relating to the payment of a finder’s, broker’s, agent’s, consulting or origination fee by the Company or any Subsidiary with respect to the sale of the Firm Shares or Option Shares hereunder or any other arrangements, agreements or understandings of the Company or any Subsidiary or, to the Company’s knowledge, any of its shareholders that may affect the Underwriters’ compensation, as defined by FINRA.
ii. Payments Within Twelve Months. None of the Company or its Subsidiaries has made any direct or indirect payments (in cash, securities or otherwise) to: (A) any person, as a finder’s fee, consulting fee or otherwise, in consideration of such person raising capital for the Company or introducing to the Company persons who raised or provided capital to the Company; (B) any FINRA member participating in the offering as defined in FINRA Rule 5110(j)(15) (“Participating FINRA Member”); or (C) any person or entity that has any direct or indirect affiliation or association with any Participating FINRA Member, within the twelve months period prior to the Effective Date, other than the payment to the Underwriters as provided hereunder in connection with the Offering.
iii. Use of Proceeds. None of the net proceeds of the Offering will be paid by the Company to any Participating FINRA Member or its affiliates, except as specifically authorized herein.
iv. FINRA Affiliation. There are no affiliations or associations between (A) any Participating FINRA Member and (B) the Company or any of its Subsidiaries or any of their respective officers, directors or, to the knowledge of the Company, 10% or greater security holders or, to the knowledge of the Company, any beneficial owner of the Company’s unregistered equity securities that were acquired at any time on or after the 180th day immediately preceding the date that the Registration Statement was initially filed with the Commission.
v. Information. All information provided by the Company in its FINRA questionnaire to the Underwriters’ counsel specifically for use by the Underwriters’ counsel in connection with its Public Offering System filings (and related disclosure) with FINRA is true, correct and complete in all material respects.
u. Foreign Corrupt Practices Act. Neither the Company nor any of its Subsidiaries or their respective affiliates, nor any director or officer, nor, to the Company’s knowledge, any employee, agent or representative of the Company or of any of its Subsidiaries or their respective affiliates, has (A) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (B) taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts or anything else of value, directly or indirectly, to any “government official” (including any officer or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) to influence official action or secure an improper advantage; or (C) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit; and the Company and its Subsidiaries and their respective affiliates have conducted their businesses in compliance with applicable anti-corruption laws and have instituted and maintain and will continue to maintain policies and procedures designed to promote and achieve compliance with such laws and with the representation and warranty contained herein.
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v. Compliance with OFAC.
i. None of the Company or its Subsidiaries, nor any director, officer or employee thereof, nor, to the Company’s knowledge, any agent, affiliate or representative of any of the Company or its Subsidiaries, is an individual or entity that is, or is owned or controlled by an individual or entity that is:
A. the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor
B. located, organized or resident in a country or territory that is the subject of Sanctions (including Burma/Myanmar, Iran, Libya, North Korea, Sudan and Syria).
ii. The Company will not, directly or indirectly, use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual or entity:
A. to fund or facilitate any activities or business of or with any individual or entity or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or
B. in any other manner that will result in a violation of Sanctions by any individual or entity (including any individual or entity participating in the offering, whether as underwriter, advisor, investor or otherwise).
iii. For the past five years, none of the Company or its Subsidiaries has knowingly engaged in, and is now knowingly engaged in, any dealings or transactions with any individual or entity, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions.
w. Money Laundering Laws. None of the Company or its Subsidiaries or their respective affiliates nor, to the knowledge of the Company, any of their respective officers, directors, supervisors, managers, agents, or employees, has violated, the Company’s participation in the Offering will not violate, and the Company and its Subsidiaries have instituted and maintain policies and procedures designed to ensure continued compliance with, each of the following laws: (A) anti-bribery laws, including but not limited to, any applicable law, rule, or regulation of any locality, including but not limited to any law, rule, or regulation promulgated to implement the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, signed December 17, 1997, including the U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.K. Bribery Act 2010, or any other law, rule or regulation of similar purposes and scope or (B) anti-money laundering laws, including but not limited to, applicable federal, state, international, foreign or other laws, regulations or government guidance regarding anti- money laundering, including, Title 18 US. Code section 1956 and 1957, the Patriot Act, the Bank Secrecy Act, and international anti-money laundering principles or procedures by an intergovernmental group or organization, such as the Financial Action Task Force on Money Laundering, of which the United States is a member and with which designation the United States representative to the group or organization continues to concur, all as amended, and any Executive order, directive, or regulation pursuant to the authority of any of the foregoing, or any orders or licenses issued thereunder.
x. Lock-Up Agreements. Schedule IV hereto contains a complete and accurate list of the Company’s officers, directors and each beneficial owner of five percent (5%) or more of the Company’s outstanding Ordinary Shares (or securities convertible or exercisable into Ordinary Shares) (collectively, the “Lock-Up Parties”). The Company has caused each of the Lock-Up Parties to deliver to the Representative an executed Lock-Up Agreement, in the form attached hereto as Exhibit A (the “Lock-Up Agreement”), prior to the execution of this Agreement. The Company will enforce the terms of each Lock-Up Agreement and issue stop-transfer instructions to its transfer agent and registrar for the Ordinary Shares with respect to any transaction or contemplated transaction that would constitute a breach of or default under the applicable Lock-Up Agreement. If any party to a Lock-Up Agreement breaches any provision of the applicable Lock-Up Agreement, the Company shall use best efforts to seek specific performance of the terms of such Lock-Up Agreement. If the Representative, in its sole discretion, agrees to release or waive the restrictions of any Lock-Up Agreement between an officer or director of the Company and the Representative and provides the Company with notice of the impending release or waiver at least three (3) Business Days before the effective date of such release or waiver, the Company agrees to announce the impending release or waiver by means of a press release substantially in the form of Exhibit B hereto, issued through a major news service, at least two (2) Business Days before the effective date of the release or waiver.
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y. Related Party Transactions. There are no business relationships or related party transactions involving the Company or any of its Subsidiaries or any other person required to be described in the Registration Statement, the Pricing Disclosure Package or the Prospectus that have not been described as required.
z. Sarbanes-Oxley Compliance. Except in each case as disclosed in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus:
i. Disclosure Controls. To the extent required, the Company has established and maintains disclosure controls and procedures (as defined in Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”) and such controls and procedures are effective in ensuring that material information relating to the Company is made known to the principal executive officer and the principal financial officer. The Company has utilized such controls and procedures in preparing and evaluating the disclosures in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus.
ii. Compliance. The Company is in compliance with the provisions of the Sarbanes-Oxley Act applicable to it, and has implemented or will implement such programs and taken reasonable steps to ensure its future compliance (not later than the relevant statutory and regulatory deadlines therefor) with all of the provisions of the Sarbanes-Oxley Act.
iii. Accounting Controls. To the extent required, the Company maintains a system of internal accounting controls sufficient to provide reasonable assurances that (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States and to maintain accountability for assets; (C) access to assets is permitted only in accordance with management’s general or specific authorization; and (D) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, the Company’s internal control over financial reporting is effective and none of the Company, its board of directors and audit committee is aware of any “significant deficiencies” or “material weaknesses” (each as defined by the Public Company Accounting Oversight Board) in its internal control over financial reporting, or any fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the Company’s internal controls; and since the end of the latest audited fiscal year, there has been no change in the Company’s internal control over financial reporting (whether or not remediated) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company’s board of directors has, subject to the exceptions, cure periods and the phase-in periods specified in the applicable rules of the Exchange (“Exchange Rules”), validly appointed an audit committee to oversee internal accounting controls whose composition satisfies the applicable requirements of the Exchange Rules and the Company’s board of directors and/or the audit committee has adopted a charter that satisfies the requirements of the Exchange Rules.
aa. Investment Company Act. None of the Company or its Subsidiaries is or, after giving effect to the Offering and the application of the proceeds thereof as described in the Pricing Disclosure Package and the Prospectus, will be, required to register as an “investment company,” as defined in the Investment Company Act of 1940, as amended.
bb. No Labor Disputes. No labor problem or dispute with the employees of any of the Company or its Subsidiaries exists or is threatened or imminent, and the Company is not aware of any existing or imminent labor disturbance by the employees of any of its or its Subsidiaries’ principal suppliers, contractors or customers, that could result in a Material Adverse Change.
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cc. Intellectual Property Rights. Each of the Company and its Subsidiaries owns or possesses or has valid rights to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, domain names, copyrights, licenses, inventions, trade secrets and similar rights (“Intellectual Property Rights”) necessary for the conduct of its business as currently carried on and as described in the Pricing Disclosure Package and the Prospectus. No action or use by any of the Company or its Subsidiaries necessary for the conduct of its business as currently carried on and as described in the Pricing Disclosure Package and the Prospectus will involve or give rise to any infringement of, or license or similar fees for, any Intellectual Property Rights of others. None of the Company or its Subsidiaries has received any notice alleging any such infringement, fee or conflict with asserted Intellectual Property Rights of others. Except as would not result, individually or in the aggregate, in a Material Adverse Change, (A) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any of the Intellectual Property Rights owned by any of the Company or its Subsidiaries; (B) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the rights of any of the Company or its Subsidiaries in or to any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim, that would, individually or in the aggregate, together with any other claims in this Section 3.1(cc), reasonably be expected to result in a Material Adverse Change; (C) the Intellectual Property Rights owned by each of the Company or its Subsidiaries and, to the knowledge of the Company, the Intellectual Property Rights licensed to any of the Company or its Subsidiaries have not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim that would, individually or in the aggregate, together with any other claims in this Section 3.1(cc), reasonably be expected to result in a Material Adverse Change; (D) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that any of the Company or its Subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property Rights or other proprietary rights of others, the Company has not received any written notice of such claim and the Company is unaware of any other facts which would form a reasonable basis for any such claim that would, individually or in the aggregate, together with any other claims in this Section 3.1(cc), reasonably be expected to result in a Material Adverse Change; and (E) to the Company’s knowledge, no employee of the Company or its Subsidiaries is in or has ever been in violation in any material respect of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non- competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or its Subsidiaries, or actions undertaken by the employee while employed with any of the Company or its Subsidiaries. To the Company’s knowledge, all material technical information developed by and belonging to any of the Company or its Subsidiaries which has not been patented has been kept confidential. None of the Company or its Subsidiaries is a party to or bound by any options, licenses or agreements with respect to the Intellectual Property Rights of any other person or entity that are required to be set forth in the Pricing Disclosure Package and the Prospectus and are not described therein. The Pricing Disclosure Package and the Prospectus contain in all material respects the same description of the matters set forth in the preceding sentence. None of the technology employed by any of the Company or its Subsidiaries has been obtained or is being used by the Company or its Subsidiaries in violation of any contractual obligation binding on any of the Company or its Subsidiaries (or, to the Company’s knowledge, binding on any of their respective officers, directors or employees) that is material to the Company or its Subsidiaries or in violation of the material rights of any persons.
dd. Taxes. The provisions for taxes payable, if any, shown on the financial statements filed with or as part of the Registration Statement are sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of such consolidated financial statements. No issues have been raised (and are currently pending) by any taxing authority in connection with any of the returns or taxes asserted as due from any of the Company or its Subsidiaries and no waivers of statutes of limitation with respect to the returns or collection of taxes have been given by or requested from any of the Company or its Subsidiaries. The term “taxes” means all federal, state, local, foreign and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatever, together with any interest and any penalties, additions to tax or additional amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements and other documents required to be filed in respect to taxes.
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ee. ERISA and Employee Benefits Matters. None of the Company or its Subsidiaries maintains any “employee benefit plan” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, including any stock purchase, stock option, stock-based severance, employment, change-in-control, medical, disability, fringe benefit, bonus, incentive, deferred compensation, employee loan and all other employee benefit plans, agreements, programs, policies or other arrangements, under which (i) any current or former employee, director or independent contractor has any present or future right to benefits and which are contributed to, sponsored by or maintained by any of the Company or its Subsidiaries or (ii) any of the Company or its Subsidiaries has had or has any present or future obligation or liability
ff. Compliance with Laws. Each of the Company and its Subsidiaries holds, and is operating in compliance in all material respects with, all franchises, grants, authorizations, licenses, permits, easements, consents, certificates and orders of any governmental authority or self-regulatory body required for the conduct of its business and all such franchises, grants, authorizations, licenses, permits, easements, consents, certifications and orders are valid and in full force and effect; and none of the Company or its Subsidiaries has received notice of any revocation or modification of any such franchise, grant, authorization, license, permit, easement, consent, certification or order or has reason to believe that any such franchise, grant, authorization, license, permit, easement, consent, certification or order will not be renewed in the ordinary course; and each of the Company and its Subsidiaries is in compliance in all material respects with all applicable federal, state, local and foreign laws, regulations, orders and decrees.
gg. Ownership of Assets. The properties held under lease by any of the Company or its Subsidiaries is held by it under valid, subsisting and enforceable leases with only such exceptions with respect to any particular lease as do not interfere in any material respect with the conduct of the business of the Company or its Subsidiaries, as applicable.
hh. Compliance with Environmental Laws. None of the Company or its Subsidiaries is in violation of any statute, rule, regulation, decision or order of any governmental authority or any court, domestic or foreign, relating to the use, disposal or release of hazardous or toxic substances or relating to the protection or restoration of the environment or human exposure to hazardous or toxic substances (collectively, “Environmental Laws”), owns or operates any real property contaminated with any substance that is subject to any Environmental Laws, is liable for any off-site disposal or contamination pursuant to any Environmental Laws, or is subject to any claim relating to any Environmental Laws, which violation, contamination, liability or claim would, individually or in the aggregate, result in a Material Adverse Change; and none of the Company or its Subsidiaries is aware of any pending investigation which might lead to such a claim. None of the Company or its Subsidiaries anticipates incurring any material capital expenditures relating to compliance with Environmental Laws.
ii. Compliance with Occupational Laws. Each of the Company and its Subsidiaries (i) is in compliance, in all material respects, with any and all applicable foreign, federal, state and local laws, rules, regulations, treaties, statutes and codes promulgated by any and all governmental authorities relating to the protection of human health and safety in the workplace (“Occupational Laws”); (ii) has received all material permits, licenses or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (iii) is in compliance, in all material respects, with all terms and conditions of such permit, license or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to the Company’s knowledge, threatened against any of the Company or its Subsidiaries relating to Occupational Laws, and the Company does not have knowledge of any facts, circumstances or developments relating to its operations or cost accounting practices that would reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedings.
jj. Ineligible Issuer. At the time of filing the Registration Statement and any post-effective amendment thereto, at the time of effectiveness of the Registration Statement and any amendment thereto, at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the Securities Act) of any of the Securities and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405, without taking account of any determination by the Commission pursuant to Rule 405 that it is not necessary that the Company be considered an ineligible issuer.
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kk. Business Arrangements. Except as disclosed in the Pricing Disclosure Package and the Prospectus, none of the Company or its Subsidiaries has granted rights to develop, manufacture, produce, assemble, distribute, license, market or sell its products to any other person or is bound by any agreement that affects the exclusive right of any of the Company or its Subsidiaries to develop, manufacture, produce, assemble, distribute, license, market or sell its products.
ll. Industry Data. The statistical and market-related data included in each of the Pricing Disclosure Package and the Prospectus are based on or derived from sources that the Company reasonably and in good faith believes are reliable and accurate or represent the Company’s good faith estimates that are made on the basis of data derived from such sources. The Company has obtained all consents required for the inclusion of such statistical and market-related data in each of the Pricing Disclosure Package and the Prospectus.
mm. Forward-looking Statements. No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act) contained in the Pricing Disclosure Package or the Prospectus has been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith.
nn. Emerging Growth Company. From the time of initial confidential submission of the Registration Statement with the Commission (or, if earlier, the first date on which the Company engaged directly or through any person authorized to act on its behalf in any Testing-the-Waters Communication (as defined below)) through the date hereof, the Company has been and is an “emerging growth company,” as defined in Section 2(a) of the Securities Act (an “Emerging Growth Company”). “Testing-the-Waters Communication” means any oral or written communication with potential investors undertaken in reliance on Section 5(d) of the Securities Act.
oo. Testing-the-Waters Communications. The Company (i) has not alone engaged in any Testing-the-Waters Communications, other than Testing-the-Waters Communications with the prior consent of the Representative with entities that are qualified institutional buyers within the meaning of Rule 144A under the Securities Act or institutions that are accredited investors within the meaning of Rule 501 under the Securities Act and (ii) has not authorized anyone other than the Underwriters to engage in Testing-the-Waters Communications. The Company reconfirms that the Underwriters has been authorized to act on its behalf in undertaking Testing-the-Waters Communications. The Company has not distributed any Written Testing-the-Waters Communications (as defined below) other than those listed on Schedule V hereto. “Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Securities Act. Any individual Written Testing-the-Waters Communication does not conflict with the information contained in the Registration Statement or the Pricing Disclosure Package, complied in all material respects with the Securities Act, and when taken together with the Pricing Disclosure Package as of the Applicable Time, did not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
pp. No Other Offering Materials. The Company has not distributed and will not distribute any prospectus or other offering material in connection with the Offering other than any Pricing Prospectus, the Pricing Disclosure Package or the Prospectus or other materials permitted by the Securities Act to be distributed by the Company; provided, however, that, except as set forth on Schedule II, the Company has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus, except in accordance with the provisions of Section 4(m) of this Agreement and, except as set forth on Schedule II, the Company has not made and will not make any communication relating to the Securities that would constitute a Testing-the-Waters Communication, except in accordance with the provisions of Section 4(m) of this Agreement.
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qq. Payments of Dividends; Payments in Foreign Currency. Except as described in the Pricing Disclosure Package and the Prospectus, (i) none of the Company or its Subsidiaries is prohibited, directly or indirectly, from (A) paying any dividends or making any other distributions on its share capital, (B) making or repaying any loan or advance to the Company or any other Subsidiary or (C) transferring any of its properties or assets to the Company or any other Subsidiary; and (ii) all dividends and other distributions declared and payable upon the share capital of the Company or any of its Subsidiaries (A) may be converted into foreign currency that may be freely transferred out of such person’s jurisdiction of incorporation, without the consent, approval, authorization or order of, or qualification with, any court or governmental agency or body in such person’s jurisdiction of incorporation or tax residence, and (B) are not and will not be subject to withholding, value added or other taxes under the currently effective laws and regulations of such person’s jurisdiction of incorporation, without the necessity of obtaining any consents, approvals, authorizations, orders, registrations, clearances or qualifications of or with any court or governmental agency or body having jurisdiction over such person.
rr. PFIC Status. Based on the Company’s current income and assets and projections as to the value of its assets and the market value of its Class A Ordinary Shares, including the current and anticipated valuation of its assets, the Company does not believe it was a Passive Foreign Investment Company (“PFIC”) within the meaning of Section 1297 of the United States Internal Revenue Code of 1986, as amended, for its most recent taxable year, and does not expect to become a PFIC for its current taxable year or in the foreseeable future.
ss. Foreign Private Issuer. From the time of initial confidential submission of the Registration Statement with the Commission (or, if earlier, the first date on which the Company engaged directly or through any person authorized to act on its behalf in any Testing-the-Waters Communication) through the date hereof, the Company has been and is a “foreign private issuer” within the meaning of Rule 405 under the Securities Act.
tt. Margin Securities. The Company owns no “margin securities” as that term is defined in Regulation U of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”), and none of the proceeds of Offering will be used, directly or indirectly, for the purpose of purchasing or carrying any margin security, for the purpose of reducing or retiring any indebtedness which was originally incurred to purchase or carry any margin security or for any other purpose which might cause any of the Class A Ordinary Shares to be considered a “purpose credit” within the meanings of Regulation T, U or X of the Federal Reserve Board.
uu. Stock Exchange Listing. The Securities have been approved for listing on the Exchange upon official notice of issuance and, on the date the Registration Statement became effective, the Company’s Registration Statement on Form 8-A or other applicable form under the Exchange Act, became effective.
vv. No Stop Orders, etc. Neither the Commission nor, to the Company’s knowledge, any state regulatory authority has issued any order preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus or has instituted or, to the Company’s knowledge, threatened to institute, any proceedings with respect to such an order. The Company has complied with each request (if any) from the Commission for additional information.
ww. No Immunity. None of the Company or its Subsidiaries or any of their respective properties, assets or revenues has any right of immunity, under the laws of the Cayman Islands, Singapore, Hong Kong, the PRC or the State of New York, from any legal action, suit or proceeding, the giving of any relief in any such legal action, suit or proceeding, set-off or counterclaim, the jurisdiction of any Cayman Islands, Singapore, Hong Kong, PRC, New York or United States federal court, service of process, attachment upon or prior to judgment, or attachment in aid of execution of judgment, or execution of a judgment, or other legal process or proceeding for the giving of any relief or for the enforcement of a judgment, in any such court, with respect to its obligations, liabilities or any other matter under or arising out of or in connection with this Agreement ; and, to the extent that the Company or any of its Subsidiaries or any of their respective properties, assets or revenues may have or may hereafter become entitled to any such right of immunity in any such court in which proceedings may at any time be commenced, each of the Company and its Subsidiaries waives or will waive such right to the extent permitted by law and has consented to such relief and enforcement as provided in this Agreement.
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xx. Validity of Choice of Law. Each of the choice of the laws of the State of New York as the governing law of this Agreement is a valid choice of law under the laws of the Cayman Islands (except for those laws (a) which a court of competent jurisdiction in the Cayman Islands considers to be procedural in nature, (b) which are revenue or penal laws or (c) the application of which would be inconsistent with public policy, as such term is interpreted under the laws of the Cayman Islands, Singapore, Hong Kong and PRC and will be honored by courts in the Cayman Islands, Singapore, Hong Kong and PRC. The Company has the power to submit, and pursuant to this Agreement has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each of the State of New York and United States Federal court sitting in New York County (each, a “New York Court”) and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in any such court; and the Company has the power to designate, appoint and empower, and pursuant to this Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to this Agreement, any preliminary prospectus, the Pricing Disclosure Package, the Prospectus, the Registration Statement, or the offering of the Securities in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in this Agreement.
yy. Enforceability of Judgment. The courts of the Cayman Islands would recognize as a valid judgment, a final and conclusive judgment in personam obtained in a New York Court against the Company based upon this Agreement under which a sum of money is payable (other than a sum of money payable in respect of multiple damages, taxes or other charges of a like nature or in respect of a fine or other penalty) provided that (a) such courts had proper jurisdiction over the parties subject to such judgment; (b) such courts did not contravene the rules of natural justice of the Cayman Islands; (c) such judgment was not obtained by fraud; (d) the enforcement of the judgment would not be contrary to the public policy of the Cayman Islands; (e) no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands; (f) there is due compliance with the correct procedures under the laws of the Cayman Islands; (g) is not in respect of penalties, fines, taxes or similar fiscal or revenue obligations of the Company; and (h) is final and for a liquidated sum. The Company is not aware of any reason why the enforcement in the Cayman Islands, Singapore, Hong Kong or PRC of such a New York Court judgment would be, as of the date hereof, contrary to public policy of the Cayman Islands, Singapore, Hong Kong or PRC.
zz. Officer’s Certificate. Any certificate signed by any duly authorized officer of the Company and delivered to you or to the Underwriters’ counsel shall be deemed a representation and warranty by the Company to the Underwriters as to the matters covered thereby.
aaa. Licensing and Permits. No consent, approval, authorization, license or permit of, any governmental or regulatory authority is required for the operation of the Company’s and its subsidiaries’ software development businesses or electronic communication network (“ECN”) businesses as currently conducted, being a spot FX trading platform that does not handle transaction monies, and involves neither spot foreign exchange for the purposes of leveraged foreign exchange trading nor spot foreign exchange contracts that are traded on a margin basis, except where the failure to obtain such consents, approvals, authorizations, licenses or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.
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(4) Certain Agreements of the Company. The Company agrees with the Underwriters as follows:
a. Required Filings. The Company will prepare and file a Prospectus with the Commission containing the Rule 430A Information omitted from the Preliminary Prospectus within the time period required by, and otherwise in accordance with the provisions of, Rules 424(b) and 430A of the Securities Act. If the Company has elected to rely upon Rule 462(b) of the Securities Act to increase the size of the offering registered under the Securities Act and the Rule 462(b) Registration Statement has not yet been filed and become effective, the Company will prepare and file the Rule 462(b) Registration Statement with the Commission within the time period required by, and otherwise in accordance with the provisions of, Rule 462(b) and the Securities Act. The Company will prepare and file with the Commission, promptly upon the Representative’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Representative’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Securities by the Underwriters; and the Company will furnish the Representative and its counsel a copy of any proposed amendment or supplement to the Registration Statement or Prospectus and will not file any amendment or supplement to the Registration Statement or Prospectus to which the Representative shall reasonably object by notice to the Company after having been furnished a copy a reasonable time prior to the filing.
b. Notification of Certain Commission Actions. The Company will advise the Representative, promptly after the Company shall receive notice or obtain knowledge thereof, of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment thereto or preventing or suspending the use of any Preliminary Prospectus, the Pricing Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceeding for any such purpose; and the Company will promptly use its best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such a stop order should be issued.
c. Continued Compliance with Securities Laws. i. Within the time during which a prospectus (assuming the absence of Rule 172) relating to the Securities is required to be delivered under the Securities Act by the Underwriters or any dealer, the Company will comply with all requirements imposed upon it by the Securities Act, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities as contemplated by the provisions hereof, the Pricing Disclosure Package and the Prospectus. If during such period any event occurs as a result of which the Prospectus (or if the Prospectus is not yet available to prospective purchasers, the Pricing Disclosure Package) would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period it is necessary to amend the Registration Statement or supplement the Prospectus (or if the Prospectus is not yet available to prospective investors, the Pricing Disclosure Package) to comply with the Securities Act, the Company promptly will (x) notify the Underwriters of such untrue statement or omission, (y) amend the Registration Statement or supplement the Prospectus (or, if the Prospectus is not yet available to prospective purchasers, the Pricing Disclosure Package) (at the expense of the Company) so as to correct such statement or omission or effect such compliance, and (z) notify the Underwriters when any amendment to the Registration Statement is filed or becomes effective or when any supplement to the Prospectus (or, if the Prospectus is not yet available to prospective purchasers, the Pricing Disclosure Package) is filed.
ii. If at any time following issuance of an Issuer Free Writing Prospectus or Written Testing-the-Waters Communication there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus or Written Testing-the-Waters Communication conflicted or would conflict with the information contained in the Registration Statement, any Preliminary Prospectus or the Prospectus relating to the Securities or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Company (x) has promptly notified or promptly will notify the Underwriters of such conflict, untrue statement or omission, (y) has promptly amended or will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus or Written Testing-the-Waters Communication to eliminate or correct such conflict, untrue statement or omission, and (z) has notified or promptly will notify the Underwriters when such amendment or supplement was or is filed with the Commission to the extent required to be filed by the Securities Act.
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d. Rule 158. The Company will make generally available to its security holders as soon as practicable, but in no event later than 16 months after the end of the Company’s current fiscal quarter, an earnings statement (which need not be audited) covering a 12-month period beginning after the effective date of the Registration Statement (which, for purposes of this paragraph, will be deemed to be the effective date of the Rule 462(b) Registration Statement, if applicable) that shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder. Documents filed with the Commission pursuant to its EDGAR system shall be deemed to have satisfied the Company’s requirements under this Section.
e. Furnishing of Prospectuses. The Company will furnish to the Underwriters copies of the Registration Statement, including all exhibits, each Preliminary Prospectus relating to the Securities, the Final Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Underwriters reasonably requests. The Company will pay the expenses of printing and distributing to the Underwriters all such documents.
f. Blue Sky Qualifications. The Company shall take or cause to be taken all necessary action to qualify the Securities for sale under the securities laws of such domestic United States or foreign jurisdictions as the Underwriters may reasonably designate and to continue such qualifications in effect so long as required for the distribution of the Securities, except that the Company shall not be required in connection therewith to qualify as a foreign corporation or to execute a general consent to service of process in any state.
g. Provision of Documents. The Company will furnish, at its own expense, to the Underwriters and their counsel copies of the Registration Statement (one of which will be signed and will include all consents and exhibits filed therewith), and to the Underwriters and any dealer each Preliminary Prospectus, the Pricing Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Underwriters may from time to time reasonably request.
h. Reporting Requirements. The Company shall file on a timely basis with the Commission such periodic and special reports as required by the Exchange Act.
i. Payment of Expenses. The Company shall be responsible for and shall pay all expenses relating to the Offering, including: (i) all filing fees and communication expenses relating to the registration of the Securities with the Commission and the filing of the offering materials with FINRA and the listing of the Firm Shares and the Option Shares on the Exchange; (ii) all reasonable travel and lodging expenses incurred by the Representative or its counsel in connection with visits to, and examinations of, the Company; (iii) translation costs for due diligence purposes; (iv) all fees, expenses and disbursements relating to the registration or qualification of the Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of Representative’s counsel); (v) the costs of all mailing and printing of the underwriting documents, agreement among underwriters, selected dealers’ agreements, registration statements, prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final prospectuses as the Representative may reasonably deem necessary; (vi) the costs of preparing, printing and delivering certificates representing the Securities, if any; (vii) the fees and expenses of the transfer agent for such Securities, up to $15,000 fees and expenses DTC Eligibility services to be provided by the Representative; (viii) the reasonable cost of road show meetings and preparation of a power point presentation; (ix) all reasonable fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (x) the costs and expenses of the Company’s public relations firm; (xi) the fees and expenses of the Company’s accountants, legal counsel and other agents and representatives; (xii) share transfer taxes, if any, payable upon the transfer of the Securities from the Company to the Underwriters; and (xiii) the legal fees of Representative’s counsel in connection with the purchase and sale of the Securities, which shall be payable on the First Closing Date. Notwithstanding anything contained herein to the contrary, the Company’s obligation to pay accountable expenses of the Representative as set forth under items (ii), (iii), (viii) (with respect to the travel and lodging expenses of the Representative and its counsel for road show meetings only), and (xiii) shall not exceed $175,000 in the aggregate, including the costs associated with “tombstone or lucite” advertisements, in the event of the Closing of the Offering. In the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 7 hereof. The Company has already paid an expense deposit of $45,000 to the Representative, upon the execution of the Engagement Letter (as defined in Section 15), and an additional $45,000 upon initial public filing of the Registration Statement, for the Representative’s anticipated out-of-pocket expenses, both of which shall be considered as payment of accountable expenses to the Representative as set forth under this Section; any expense deposits will be returned to the Company to the extent the Representative’s accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)(A). The Company shall also pay to the Representative by deduction from the net proceeds of the Offering, a non-accountable expense allowance equal to one percent (1.0%) of the gross proceeds of the Offering received by the Company from the sale of the Class A Ordinary Shares (excluding any Option Shares sold pursuant to the Over-Allotment Option).
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j. Use of Proceeds. The Company will apply the net proceeds from the sale of the Company Firm Shares and Option Shares, as applicable, to be sold by the Company hereunder for the purposes set forth in the Pricing Disclosure Package and in the Prospectus and will file such reports with the Commission with respect to the sale of the Firm Shares and Option Shares, as applicable, and the application of the proceeds therefrom as may be required in accordance with Rule 463 under the Securities Act.
k. Absence of Manipulation. The Company has not taken and will not take, directly or indirectly, any action designed to or which might reasonably be expected to cause or result in, or which has constituted, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities, and has not effected any sales of Class A Ordinary Shares which are required to be disclosed in response to Item 701 of Regulation S-K under the Securities Act which have not been so disclosed in the Registration Statement.
l. Emerging Growth Company. The Company will promptly notify the Underwriters if the Company ceases to be an Emerging Growth Company at any time prior to the later of (i) completion of the distribution of Securities within the meaning of the Securities Act and (B) completion of the 180-day restricted period referenced to in Section 4(n) hereof.
m. Free Writing Prospectuses. The Company represents and agrees that, unless it obtains the prior written consent of the Representative, and the Representative represents and agrees that, unless it obtains the prior written consent of the Company, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a free writing prospectus required to be filed with the Commission, provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of the free writing prospectuses included in Schedule II. Any such free writing prospectus consented to by the Company or the Underwriters is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and has complied and will comply with the requirements of Rules 164 and 433 under the Securities Act applicable to any Permitted Free Writing Prospectus. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road show. Each Underwriter represents and agrees that, (A) unless it obtains the prior written consent of the Company, it has not distributed, and will not distribute, any Written Testing-the-Waters Communication other than those listed on Schedule V, and (B) any Testing-the-Waters Communication undertaken by it was with entities that are qualified institutional buyers with the meaning of Rule 144A under the Securities Act or institutions that are accredited investors within the meaning of Rule 501 under the Securities Act.
n. Company Lock-Up Agreement. The Company, on behalf of itself and any successor entity, will not, without the prior written consent of the Representative, from the date of execution of this Agreement and continuing to and including the date six (6) months after the Closing (the “Lock-Up Period”), (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any Class A Ordinary Shares or any shares of the Company or any securities convertible into or exercisable or exchangeable for Class A Ordinary Shares or any shares of the Company, (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any Class A Ordinary Shares or any shares of the Company or any securities convertible into or exercisable or exchangeable for Class A Ordinary Shares or any shares of the Company, or (iii) enter into any swap or other agreement or arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Class A Ordinary Shares, whether any such transaction described in clause (i), (ii), or (iii) above is to be settled by delivery of Class A Ordinary Shares or such other securities, in cash or otherwise, except to the Underwriters pursuant to this Agreement. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. The restrictions contained in this Section 4(n) shall not apply to (a) the Class A Ordinary Shares to be sold by the Company hereunder, (b) with the prior written consent of the Representative, the issuance by the Company of Class A Ordinary Shares upon the exercise of stock options outstanding on the date hereof and disclosed in the Registration Statement, the Pricing Disclosure Package or the Prospectus, (c) the issuance by the Company of stock options, Class A Ordinary Shares or shares of the Company under any equity compensation plan of the Company disclosed in the Registration Statement, the Pricing Disclosure Package or the Prospectus, (d) the establishment of, and the sale of Class A Ordinary Shares pursuant to, a plan pursuant to Rule 10b5-1 under the Exchange Act, and (e) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith during the Lock-Up Period and provided that any such issuance shall only be to a Person (or to the equity holders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital.
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o. Transfer Agent; Public Relations Firm. The Company shall maintain, at its expense, a registrar and transfer agent for the Company’s Ordinary Shares reasonably acceptable to the Representative, and shall retain such transfer agent for a period of not less than one (1) year from the First Closing Date. On or prior to the First Closing Date, the Company shall engage a public relations firm that is reasonably acceptable to the Representative and shall retain such public relations firm for a period of not less than one year from the First Closing Date.
p. Securities Law Disclosure; Publicity. At the request of the Representative, by 5:00 p.m., Eastern time, on the date hereof, the Company shall issue a press release disclosing the material terms of the Offering. The Company and the Representative shall consult with each other in issuing any other press releases with respect to the Offering, and neither the Company nor any Underwriter shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of such Underwriter, or without the prior consent of such Underwriter, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. The Company shall not issue any press release without the Representative’s prior written consent, commencing on the date of this Agreement and continuing for a period of 45 days from the First Closing Date, other than normal and customary releases issued in the ordinary course of the Company’s business, each of which the Underwriters shall have a reasonable right to review in advance of publication.
q. PRC Law Compliance. The Company shall comply with the PRC Overseas Investment and Listing Regulations, and cause the holders of its Class A Ordinary Shares that are, or that are directly or indirectly owned or controlled by, PRC residents or PRC citizens, to comply with the PRC Overseas Investment and Listing Regulations applicable to them, including requesting each such shareholder to complete any registration or other procedures required under the applicable PRC Overseas Investment and Listing Regulations (including any applicable rules and regulations of the SAFE).
(5) Conditions of the Obligations of the Underwriters. The obligations of the Underwriters hereunder are subject to the accuracy, as of the date hereof and as of the First Closing Date and each Option Closing Date (as if made at such Closing Date), of and compliance with all representations, warranties and agreements of the Company contained herein, to the performance by the Company of the obligations hereunder and to the following additional conditions:
a. Filing of Prospectuses. All filings required by Rules 424, 430A and 433 of the Securities Act shall have been timely made (without reliance on Rule 424(b)(8) or Rule 164(b)); no stop order suspending the effectiveness of the Registration Statement or any part thereof or any amendment thereof, nor suspending or preventing the use of the Pricing Disclosure Package, the Prospectus or any issuer free writing prospectus shall have been issued; no proceedings for the issuance of such an order shall have been initiated or threatened; and any request of the Commission for additional information (to be included in the Registration Statement, the Pricing Disclosure Package, the Prospectus, any issuer free writing prospectus or otherwise) shall have been complied with to the Underwriters’ satisfaction.
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b. Continued Compliance with Securities Laws. The Underwriters shall not have advised the Company that (i) the Registration Statement or any amendment thereof or supplement thereto contains an untrue statement of a material fact which, in the Underwriters’ reasonable opinion, is material or omits to state a material fact which, in the Underwriters’ reasonable opinion, is required to be stated therein or necessary to make the statements therein not misleading, or (ii) the Pricing Disclosure Package or the Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus contains an untrue statement of fact which, in the Underwriters’ reasonable opinion, is material, or omits to state a fact which, in the Underwriters’ reasonable opinion, is material and is required to be stated therein, or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading.
c. Absence of Certain Events. Except as contemplated in the Pricing Disclosure Package and in the Prospectus, subsequent to the respective dates as of which information is given in the Pricing Disclosure Package and the Prospectus, none of the Company or its Subsidiaries has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions, or declared or paid any dividends or made any distribution of any kind with respect to its share capital; and there shall not have been any change in the share capital (other than a change in the number of outstanding Class A Ordinary Shares of the Company due to the issuance of shares upon the exercise of outstanding options), or any material change in the short-term or long-term debt of any of the Company or its Subsidiaries, or any issuance of options, warrants, convertible securities or other rights to purchase the share capital of any of the Company or its Subsidiaries, or any Material Adverse Change or any development involving a prospective Material Adverse Change (whether or not arising in the ordinary course of business), that, in the Underwriters’ reasonable judgment, makes it impractical or inadvisable to offer or deliver the Securities on the terms and in the manner contemplated in the Pricing Disclosure Package and in the Prospectus.
d. Officer’s Certificate. The Underwriters shall have received on and as of each Closing Date a certificate, addressed to the Underwriters, signed by the Chief Executive Officer and the Chief Financial Officer of the Company to the effect that such officers have carefully examined the Registration Statement, the Pricing Disclosure Package, Prospectus, any Issuer Free Writing Prospectus and this Agreement and that:
i. The representations and warranties of the Company in this Agreement are true and correct as if made at and as of such Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date; and
ii. No stop order or other order suspending the effectiveness of the Registration Statement or any part thereof or any amendment thereof or the qualification of the Securities for offering or sale, nor suspending or preventing the use of the Pricing Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, has been issued, and no proceeding for that purpose has been instituted or, to the best of their knowledge, is contemplated by the Commission or any state or regulatory body.
e. Chief Executive Officer’s Certificate on the Declaration. On the date hereof, the Underwriters shall have received a certificate, addressed to the Underwriters, signed by the Chief Executive Officer of the Company, Huiyi Zheng, which certifies the Declaration of Huiyi Zheng in his individual capacity and on behalf of the Company, in form acceptable to the Representative in its sole discretion.
f. Chief Financial Officer’s Certificate. At each Closing Date, the Underwriters shall have received a certificate of the Company signed by the Chief Financial Officer of the Company dated such Closing Date, certifying: (i) that Organizational Documents as the Closing Date, are true and complete, have not been modified and are in full force and effect; (ii) that the resolutions of the Company’s board of directors relating to the public offering contemplated by this Agreement are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
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g. Chief Financial Officer’s Certificate on Registration Statement. On the date hereof, the Underwriters shall have received a customary certificate of the Company signed by the Chief Financial Officer of the Company, certifying as to the accuracy of certain information in the Registration Statement, and a bring-down certificate on each Closing Date.
h. Opinion of U.S. Counsel for the Company. At each Closing Date, the Underwriters shall have received the written opinion and negative assurance letter of Loeb & Loeb LLP, U.S. counsel for the Company, dated such Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters.
i. Opinion of Cayman Islands Counsel for the Company. At each Closing Date, the Underwriters shall have received the written opinion of Ogier, Cayman Islands counsel for the Company, dated such Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters.
j. Opinion of PRC Counsel for the Company. At each Closing Date, the Underwriters shall have received the written opinion of AllBright Law Offices (Fuzhou), PRC counsel for the Company, dated such Closing Date and addressed to the Underwriters in form and substance reasonably satisfactory to the Underwriters.
k. No Legal Impediment to Issuance. No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of such Closing Date, prevent the issuance or sale of the Securities; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of such Closing Date, prevent the issuance or sale of the Securities.
l. Good Standing. At each Closing Date, the Underwriters shall have received on and as of such Closing Date satisfactory evidence of the good standing of the Company and each of its Subsidiaries in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Underwriters may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions or, for any such jurisdiction in which evidence of good standing may not be obtained from appropriate governmental authorities, in the form of an opinion of counsel licensed in the applicable jurisdiction.
m. Lock-Up Agreements. On the date hereof, the Underwriters shall have received all of the Lock-Up Agreements from the Lock-Up Parties, and the Lock-Up Agreements shall be in full force and effect.
n. Reserved.
o. Reserved.
p. FINRA Matters. FINRA shall issue a letter of no objections with respect to the fairness and reasonableness of the underwriting terms and arrangements.
q. Comfort Letters. The Company shall have requested and caused the Auditor to have furnished to the Underwriters, at the Execution Time and at each Closing Date and settlement date, a comfort letter (which on each Closing Date may refer to letters previously delivered to the Underwriters hereunder), dated respectively as of the Execution Time and as of such Closing Date and any settlement date, in form and substance satisfactory to the Underwriters.
r. Exchange Listing. The Firm Shares and Option Shares, as applicable, to be delivered on each Closing Date shall have been approved for listing on the Nasdaq Capital Market (the “Exchange”), subject to official notice of issuance, and such Firm Shares and Option Shares, as applicable, shall be DTC eligible.
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s. Additional Documents. On or prior to each Closing Date, the Company shall have furnished to the Underwriters such further certificates and documents as the Underwriters may reasonably request. All opinions, letters, certificates and evidence mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Underwriters. The Company will furnish the Underwriters with such conformed copies of such opinions, certificates, letters and other documents as the Underwriters shall reasonably request.
t. Opinion of Singapore Counsel for the Company. At each Closing Date, the Underwriters shall have received the written opinion of Drew & Napier LLC, Singapore counsel for the Company, dated such Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters.
(6) Indemnification and Contribution.
a. The Company agrees to indemnify, defend and hold harmless to the fullest extent permitted by applicable law the Underwriters, their respective affiliates, directors and officers and employees, and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each an “Underwriter Indemnified Party”), from and against any losses, claims, damages or liabilities (including in settlement of any litigation if such settlement is effected with the prior written consent of the Company) arising out of (i) an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Securities Act Regulations, or arise out of or are based upon the omission from the Registration Statement, or alleged omission to state therein, a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) an untrue statement or alleged untrue statement of a material fact contained in the Pricing Disclosure Package, the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus, any Marketing Materials, or any Written Testing-the-Waters Communications or in any other materials used in connection with the offering of the Securities, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and will reimburse such Indemnified Party for any legal or other expenses reasonably incurred by it in connection with evaluating, investigating or defending against such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Pricing Disclosure Package, the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus, any Marketing Materials, any Written Testing-the-Waters Communications or in any other materials used in connection with the offering of the Securities, in reliance upon and in conformity with the Underwriter Information. The indemnification obligations under this Section 6(a) are not exclusive and will be in addition to any liability which the Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Party.
b. Each Underwriter, severally and not jointly, will indemnify, defend and hold harmless the Company, its affiliates, directors, officers and employees, and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each a “Company Indemnified Party”), from and against any losses, claims, damages or liabilities to which such Company Indemnified Party may become subject, under the Securities Act or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Representative), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Pricing Disclosure Package, the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus, any Marketing Materials, any Written Testing-the-Waters Communications or in any other materials used in connection with the offering of the Securities, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Pricing Disclosure Package, the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus, any Marketing Materials, any Written Testing-the-Waters Communications or in any other materials used in connection with the offering of the Securities in reliance upon and in conformity with the Underwriter Information, and will reimburse such Company Indemnified Party for any legal or other expenses reasonably incurred by it in connection with defending against any such loss, claim, damage, liability or action. The indemnification obligations under this Section 6(b) are not exclusive and will be in addition to any liability which each Underwriter might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Company Indemnified Party.
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c. Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the failure to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have to any indemnified party except to the extent such indemnifying party has been materially prejudiced by such failure. In case any such action shall be brought against any indemnified party, and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of the indemnifying party’s election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof; provided, however, that if (i) the indemnified party has reasonably concluded (based on advice of counsel) that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, (ii) a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party (in which case the indemnifying party will not have the right to direct the defense of such action on behalf of the indemnified party), or (iii) the indemnifying party has not in fact employed counsel reasonably satisfactory to the indemnified party to assume the defense of such action within a reasonable time after receiving notice of the commencement of the action, the indemnified party shall have the right to employ a single counsel to represent it in any claim in respect of which indemnity may be sought under subsection (a) or (b) of this Section 6, in which event the reasonable fees and expenses of such separate counsel shall be borne by the indemnifying party or parties and reimbursed to the indemnified party as incurred.
d. The indemnifying party under this Section 6 shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is a party or could be named and indemnity was or would be sought hereunder by such indemnified party, unless such settlement, compromise or consent (i) includes an unconditional release of such indemnified party from all liability for claims that are the subject matter of such action, suit or proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. Notwithstanding the foregoing, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel pursuant to Section 6(c), such indemnifying party agrees that it shall be liable for any settlement effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
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e. If the indemnification provided for in this Section 6 is unavailable or insufficient to hold harmless an indemnified party under subsection (a) or (b) above, then the indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities referred to in subsection (a) or (b) above, (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other hand from the offering and sale of the Securities or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and the Underwriters on the other hand in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other hand shall be deemed to be in the same proportion as the total net proceeds from the Offering (before deducting expenses) received by the Company bear to the total Underwriting Fee received by the Underwriters. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or the Underwriters and the parties’ relevant intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contributions pursuant to this subsection (e) were to be determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in the first sentence of this subsection (e). The amount paid by an indemnified party as a result of the losses, claims, damages or liabilities referred to in the first sentence of this subsection (e) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending against any action or claim that is the subject of this subsection (e). No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.
f. Notwithstanding the provisions of this Section 6, no Underwriter shall be required to pay pursuant to this Section 6, either as indemnification or contribution or both, any amount in excess of the amount of the Underwriting Fee actually received by it pursuant to this Agreement.
g. For purposes of this Agreement, the Underwriters confirm, and the Company acknowledges, that there is no information concerning the Underwriters furnished in writing to the Company by the Representative specifically for preparation of or inclusion in the Registration Statement, the Pricing Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, other than the Underwriter Information.
(7) Term and Termination of Agreement. The term of this Agreement will commence upon the execution of this Agreement and will terminate upon the consummation of the final Closing of the Offering; provided the Underwriters shall have the right to terminate this Agreement by giving notice to the Company at any time at or prior to the First Closing Date, and the option referred to in Section 1(b), if exercised, may be cancelled at any time prior to an Option Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition of the Underwriters’ obligations hereunder is not fulfilled, (iii) trading on the Exchange shall have been wholly suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the Exchange, by such Exchange or by order of the Commission or any other governmental authority, (v) a banking moratorium shall have been declared by federal or state authorities, or (vi) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis that, in the Representative’s reasonable judgment, is material and adverse and makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination shall be without liability on the part of any party to any other party, except that those portions of this Agreement specified in Section 9 shall at all times be effective and shall survive such termination. Notwithstanding anything to the contrary in this Agreement, in the event that this Agreement shall not be carried out for any reason whatsoever, the Company shall be obligated to pay to the Underwriters their reasonable, actual and accountable out-of-pocket expenses related to the transactions contemplated herein, less any advances previously paid which as of the date hereof is $90,000 (the “Advances”), then due and payable and upon demand the Company shall pay the full amount thereof to the Underwriters. To the extent that such out-of-pocket expenses are less than the Advances, the Underwriters will return to the Company that portion of the Advances not offset by such expenses. The Representative shall not be responsible for any expenses of the Company or others or for any charges or claims relative to the Offering if the Offering is not consummated due to the Representative abandoning the Offering. Notwithstanding anything to the contrary contained herein, any provision in this Agreement concerning or relating to confidentiality, indemnification, contribution, advancement, the Company’s representations and warranties and the Company’s obligations to pay fees and reimburse expenses will survive any expiration or termination of this Agreement.
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(8) Underwriter Default.
a. If any Underwriter or Underwriters shall default in its or their obligation to purchase Firm Shares or Option Shares, if the Over-Allotment Option is exercised hereunder, and if the Firm Shares or Option Shares , as applicable, with respect to which such default relates (the “Default Securities”) do not (after giving effect to arrangements, if any, made by the Representative pursuant to subsection (b) below) exceed in the aggregate 10% of the number of Firm Shares or Option Shares, as applicable, each non-defaulting Underwriter, acting severally and not jointly, agrees to purchase from the Company that number of Default Securities that bears the same proportion to the total number of Default Securities then being purchased as the number of Firm Shares or Option Shares, as applicable, set forth opposite the name of such Underwriter on Annex A hereto bears to the aggregate number of Firm Shares or Option Shares, as applicable, set forth opposite the names of the non-defaulting Underwriters; subject, however, to such adjustments to eliminate fractional shares as the Representative in its sole discretion shall make.
b. In the event that the aggregate number of Default Securities exceeds 10% of the number of Firm Shares or Option Shares, if the Over-Allotment Option is exercised hereunder, the Representative may in its discretion arrange for itself or for another party or parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase the Default Securities on the terms contained herein. In the event that within five (5) calendar days after such a default the Representative does not arrange for the purchase of the Default Securities as provided in this Section 8, this Agreement shall thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in Sections 4(i), 6, 7, 8 and 9) or the Underwriters, but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability, if any, to the other Underwriters and the Company for damages occasioned by its or their default hereunder.
c. In the event that any Default Securities are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Representative or the Company shall have the right to postpone the First Closing Date for a period, not exceeding five (5) Business Days, in order to effect whatever changes may thereby be necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the reasonable opinion of Underwriters’ counsel, may be necessary or advisable. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 8 with like effect as if it had originally been a party to this Agreement with respect to such Firm Shares or Option Shares, as applicable.
(9) [Reserved].
(10) Survival of Indemnities, Representations, Warranties, Etc. The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company and the Underwriters, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of the Underwriters or the Company or any person controlling any of them and shall survive delivery of and payment for the Securities. Notwithstanding any termination of this Agreement, including any termination pursuant to Section 7, the payment, reimbursement, indemnity and contribution agreements contained in Sections 4(i), 6, 7, 8 and 9, and the Company’s covenants, representations, and warranties set forth in this Agreement shall not terminate and shall remain in full force and effect at all times. The indemnity and contribution provisions contained in Section 6 and the covenants, warranties and representations of the Company contained in this Agreement shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of the Underwriters, any person who controls the Underwriters within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act or any affiliate of the Underwriters, or by or on behalf of the Company, the Company’s directors or officers or any person who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and (iii) the issuance and delivery of the Securities. The Company and the Underwriters agree to notify each other of the commencement of any proceeding against either of them promptly, and, in the case of the Company, against any of the Company’s officers or directors in connection with the issuance and sale of the Securities, or in connection with the Registration Statement and the Prospectus.
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(11) Notices. All communications hereunder shall be in writing and shall be mailed, hand delivered, delivered by reputable overnight courier (i.e., Federal Express) or delivered by facsimile or e-mail transmission to the parties hereto as follows:
Ifto the Company, to:
Platinum Analytics Cayman Limited
60 Anson Road, 17-01, Mapletree,
Singapore 079914
Attention: Huiyi Zheng
Email: kelvin.zheng@platinumanalytics.net
witha copy to (which shall not constitute notice):
Loeb & Loeb LLP
345 Park Avenue
New York, NY 10154
Attention: Andrei Sirabionian, Esq.
Email: asirabionian@loeb.com
Ifto the Underwriters, to:
Kingswood Capital Partners, LLC
7280 W. Palmetto Park Rd., Suite 301
Boca Raton, FL 33433
Attention: Brian Herman
Email: bherman@kingswoodus.com
witha copy to (which shall not constitute notice):
Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas
New York, New York 10105
Attention: Richard I. Anslow, Esq.
Email: ranslow@egsllp.com
Facsimile: (212) 370-7889
(12) Successors. This Agreement will inure to the benefit of and be binding upon parties hereto and their respective successors and the officers and directors and controlling persons referred to in Section 6, and no other person will have any right or obligation hereunder.
(13) Headings. The headings of the various sections of this Agreement have been inserted for convenience of reference only and will not be deemed to be part of this Agreement.
(14) Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement. In the event that any signature is delivered by facsimile transmission, electronic delivery, or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the Party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile, electronic copy, or “.pdf” signature page were an original thereof. If an electronic or digital signature is set forth on the signature page of this Agreement or on the signature page of any document delivered pursuant to this Agreement, such electronic or digital signature shall be deemed to be an original signature.
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(15) Absence of Fiduciary Relationship. The Company acknowledges and agrees that:
a. No Other Relationship. The Underwriters have been retained solely as independent contractors to act as underwriters in connection with the sale of Firm Shares or Option Shares, as applicable, and that no fiduciary, advisory or agency relationship between the Company and any Underwriter and any Underwriter has been created in respect of any of the transactions contemplated by this Agreement or the Final Prospectus, irrespective of whether any such Underwriter has advised or is advising the Company on other matters.
b. Arm’s-Length Negotiations. The price of the Firm Shares and Option Shares set forth in this Agreement was established by the Company following discussions and arm’s-length negotiations with the Underwriters is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement;
c. Absence of Obligation to Disclose. The Company has been advised that the Underwriters and their respective affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company, and that the Underwriters have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and
d. Waiver. The Company waives, to the fullest extent permitted by law, any claims it may have against the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Underwriters shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including shareholders, employees or creditors of the Company.
(16) Amendment; Entire Agreement. In case any provision in this Agreement shall be invalid, illegal or unenforceable, the validity and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior and all contemporaneous agreements (whether written or oral), understandings and negotiations with respect to the subject matter hereof. This Agreement may only be amended or modified in writing, signed by the Company and the Representative, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. Notwithstanding anything herein to the contrary, the Engagement Letter, dated March 19, 2025 (the “Engagement Letter”), by and between the Company and the Representative, shall continue to be effective and the terms therein, including, without limitation, Section 1 and Section 20, except section 12, with respect to any future offerings, shall continue to survive and be enforceable by the Representative in accordance with its terms, provided that, in the event of a conflict between the terms of the Engagement Letter and this Agreement, the terms of this Agreement shall prevail.
(17) Confidentiality. In the event of the consummation or public announcement of the Offering, the Underwriters shall have the right to disclose their participation in the Offering, including through, at the Underwriters’ cost, the use of “tombstone” advertisements in financial and other newspapers and journals. The Underwriters agree not to use any confidential information concerning the Company provided to the Underwriters by the Company for any purposes other than those contemplated under this Agreement.
(18) Applicable Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.
(19) Submission to Jurisdiction; Appointment of Agent for Service. The Company and hereby irrevocably submits to the exclusive jurisdiction of the U.S. federal and state courts in and for New York County, New York or the United States District Court for the Southern District of New York (each, a “New York Court”) in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The Company and each of the Company’s Subsidiaries irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in the New York Courts, and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. The Company irrevocably appoints Puglisi & Associates as its authorized agent (the “Authorized Agent”) in the United States, upon which process may be served in any such suit or proceeding, and agree that service of process in any manner permitted by applicable law upon such agent shall be deemed in every respect effective service of process in any manner permitted by applicable law upon the Company in any such suit or proceeding. The Company further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of two years from the date of this Agreement.
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(20) Judgment Currency. If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder into any currency other than United States dollars, the parties hereto agree, to the fullest extent permitted by law, that the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Underwriters could purchase United States dollars with such other currency in The State of New York on the Business Day preceding that on which final judgment is given. The obligation of the Company pursuant to this Agreement with respect to any sum due from it to the Underwriters or any person controlling the Underwriters shall, notwithstanding any judgment in a currency other than United States dollars, not be discharged until the first Business Day following receipt by the Underwriters or controlling person of any sum in such other currency, and only to the extent that the Underwriters or controlling person may in accordance with normal banking procedures purchase United States dollars with such other currency. If the United States dollars so purchased are less than the sum originally due to the Underwriters or controlling person hereunder, the Company agrees as a separate obligation and notwithstanding any such judgment, to indemnify the Underwriters or controlling person against such loss. If the United States dollars so purchased are greater than the sum originally due to the Underwriters or controlling person hereunder, the Underwriters or controlling person agrees to pay to the Company an amount equal to the excess of the dollars so purchased over the sum originally due to the Underwriters or controlling person hereunder.
(21) Time of Essence. Time shall be of the essence of this Agreement.
[SignaturePage Follows]
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Please sign and return to the Company the enclosed duplicates of this Agreement whereupon this Agreement will become a binding agreement between the Company and the Underwriters in accordance with its terms.
| Very truly yours, | |
|---|---|
| Platinum Analytics Cayman Limited | |
| By: | /s/<br> Huiyi Zheng |
| Name: | Huiyi<br> Zheng |
| Title: | Chief<br> Executive Officer |
Accepted by the Representative, acting for itself and as Representative of the Underwriters named on Annex A hereto, as of the date first written above:
| Kingswood Capital Partners, LLC | |
|---|---|
| By: | /s/<br> Brian Herman |
| Name: | Brian<br> Herman |
| Title: | Senior<br> Managing Director |
[SignaturePage to Underwriting Agreement]
ANNEXA
| Name of Underwriters | Number of Securities Being Purchased<br><br> from the Company (1) | |
|---|---|---|
| Kingswood Capital Partners, LLC | 1,750,000 | |
| Wallachbeth Capital LLC | 250,000 | |
| Total | 2,000,000 | |
| (1) | The<br> Underwriters may purchase an additional 300,000 Option Shares, to the extent the option described in Section 1(b) of this Agreement<br> is exercised in the manner described in this Agreement. | |
| --- | --- |
SCHEDULEI
PricingInformation
Initial public offering price per share for the Securities: $4.00
Number of Company Firm Shares offered: 2,000,000
Number of Option Shares offered: 300,000
SCHEDULEII
CertainPermitted Free Writing Prospectuses
SCHEDULEIII
Subsidiaries
| Subsidiaries | Place of Incorporation |
|---|---|
| Platinum<br> Analytics Trading Technology Limited | British<br> Virgin Islands |
| Platinum<br> Analytics Singapore Pte. Ltd. | Singapore |
SCHEDULEIV
Lock-UpParties
Huiyi Zheng
Platinum Analytics Limited
Qihong Bao
Yinjie Zhou
Anqi Lu
Chenling Zhang
Shiao-Hua Yen
LUN Partners Ventures Limited
Yi Tianqi
Hypper Technology Limited
Finext Limited
JOHN NG TECK SONG
KOH YAK YIN BETTY
JCBNEXT PTE. LTD.
ALPHA PI ENTERPRISE PTE. LTD.
Allegiant Investments Limited
Chan, Ting Hing Carol
Little Rain Assets Limited
WANG SIJIA
Blue Moonstone Limited
Kazuhiro Ono
GLAUX PARTNERS PTE. LTD.
SCHEDULEV
Testingthe Waters Communications
None.
EXHIBITA
Formof Lock-Up Agreement
[●], 2025
Kingswood Capital Partners, LLC
7280 W. Palmetto Park Rd., Suite 301
Boca Raton, FL 33433
Ladies and Gentlemen:
As an inducement to the underwriters, for which Kingswood Capital Partners, LLC (the “Representative”) is acting as the representative, to execute an underwriting agreement (the “Underwriting Agreement”) providing for a public offering (the “Offering”) of Class A Ordinary Shares, $0.0004 par value per share (the “Class A Ordinary Shares”), of Platinum Analytics Cayman Limited and any successor (by merger or otherwise) thereto (the “Company”), the undersigned hereby agrees that without, in each case, the prior written consent of the Representative during the period commencing on the date of this Lock-Up Agreement (this “Agreement”) and continuing and including the date six (6) months after the closing of the Offering pursuant to the Underwriting Agreement (such period, the “Lock-Up Period”), the undersigned will not: (1) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, make any short sale or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares or any securities convertible into, exercisable or exchangeable for or that represent the right to receive Ordinary Shares (including Ordinary Shares which may be deemed to be beneficially owned by the undersigned or an Affiliate (as defined below) of the undersigned or a person in privity with the undersigned or an Affiliate of the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) whether now owned or hereafter acquired by the undersigned or an Affiliate of the undersigned or a person in privity with the undersigned or an Affiliate of the undersigned or with respect to which the undersigned or an Affiliate of the undersigned or a person in privity with the undersigned or an Affiliate of the undersigned has or hereafter acquires the power of disposition (collectively, the “Undersigned’s Securities”); (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Undersigned’s Securities, whether any such transaction described in clause (1) above or this clause (2) is to be settled by delivery of Undersigned’s Securities or such other securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to, the registration of any Undersigned’s Securities or any security convertible into or exercisable or exchangeable for Ordinary Shares; or (4) publicly disclose the intention to do any of the foregoing. For purposes herein, “Affiliate” means, with respect to any Person (which means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, governmental authority or other entity of any kind), any other Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with such Person as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended, (the “Securities Act”).
The undersigned agrees that the foregoing restrictions preclude the undersigned from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Undersigned’s Securities even if such Undersigned’s Securities would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include any short sale or any purchase, sale or grant of any right (including any put or call option) with respect to any of the Undersigned’s Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such Undersigned’s Securities.
If the undersigned is an officer or director of the Company, (i) the Representative agrees that, at least three (3) business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Ordinary Shares, the Representative will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by issuing a press release through a major news service at least two (2) business days before the effective date of the release or waiver. Any release or waiver granted by the Representative hereunder to any such officer or director shall only be effective two (2) business days after the publication date of such press release. The provisions of this paragraph will not apply if both (a) the release or waiver is effected solely to permit a transfer not for consideration and otherwise permitted hereunder, or (b) the transferee has agreed in writing to be bound by the same terms described in this Agreement that are applicable to the transferor, to the extent and for the duration that such terms remain in effect at the time of the transfer.
Notwithstanding the foregoing, the undersigned may transfer the Undersigned’s Securities (i) as a bona fide gift or gifts; (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned; (iii) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity (1) to another corporation, partnership, limited liability company, trust or other business entity that is a direct or indirect Affiliate of the undersigned or (2) as distributions of Ordinary Shares or any security convertible into or exercisable for Ordinary Shares to limited partners, limited liability company members or shareholders of the undersigned, (iv) if the undersigned is a trust, to the beneficiary of such trust or the settlor of such trust; (v) by will, testate succession or intestate succession; (vi) by operation of law, such as pursuant to a qualified domestic relations order, divorce decree or settlement, or an order of a court or regulatory agency; (vii) to the Company in connection with the vesting, settlement, or exercise of restricted stock units, stock options, warrants or other rights to purchase Ordinary Shares (including net or cashless exercises); provided that any Ordinary Shares received by the undersigned upon such vesting, settlement, or exercise shall be and remain Undersigned’s Securities subject to the terms of this Agreement for the duration of the Lock-Up Period; (viii) pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction made to all holders of Ordinary Shares involving a Change of Control of the Company (including voting in favor of such transaction or taking any other action in connection with such transaction); provided that in the event that such tender offer, merger, consolidation or other similar transaction is not completed, the Undersigned’s Securities shall remain subject to the restrictions contained in this Agreement (for purposes hereof, “Change of Control” shall mean the transfer, in one transaction or a series of related transactions, to a Person or group of affiliated Persons of the Company’s voting securities if, after such transfer, such Person or group of affiliated Persons would hold more than 50% of the outstanding voting securities of the Company or the surviving entity); or (ix) by establishing a trading plan pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for the transfer of Undersigned’s Securities; provided that (1) such plan does not provide for any transfers of Undersigned’s Securities during the Lock-Up Period, and (2) no public announcement or filing under the Exchange Act or otherwise regarding the establishment of such plan shall be required or voluntarily made by or on behalf of the undersigned or the Company during the Lock-Up Period; provided that, in the case of any transfer or distribution pursuant to clauses (i) through (vi) above, that (x) such transfer shall not involve a disposition for value, (y) the transferee agrees in writing with the Representative to be bound by the terms of this Agreement, and (z) no filing by any party under Section 16(a) of the Exchange Act, shall be required or shall be made voluntarily in connection with such transfer, other than a Form 5 filing, which may be filed after the Lock-Up Period, or any required Schedule 13G or 13D filings, provided that such filings clearly indicate the nature of the transfer.
Furthermore, notwithstanding the foregoing, the undersigned may transfer the Undersigned’s Securities in a transaction not involving a public offering or public resale; provided that (x) the transferee agrees in writing with the Representative to be bound by the terms of this Agreement, and (y) no filing by any party under Section 16(a) of the Exchange Act shall be required or shall be made voluntarily in connection with such transfer. For purposes of this Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin.
In furtherance of the foregoing, the Company and its transfer agent and registrar are hereby authorized to decline to make any transfer of Ordinary Shares if such transfer would constitute a violation or breach of this Agreement.
The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Agreement and that upon request, the undersigned will execute any additional documents necessary to ensure the validity or enforcement of this Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned.
The undersigned understands that the undersigned shall be released from all obligations under this Agreement if (i) the Company notifies the Representative that it does not intend to proceed with the Offering, (ii) the Underwriting Agreement does not become effective, or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Ordinary Shares to be sold thereunder, or (iii) the Offering is not consummated by [ ], 2025.
The undersigned understands that the underwriters named in the Underwriting Agreement are entering into the Underwriting Agreement and proceeding with the Offering in reliance upon this Agreement.
This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to the conflict of laws principles thereof.
[SignaturePage Follows]
| Very<br> truly yours, | |
|---|---|
| Printed<br> Name of Holder | |
| By: | |
| Signature | |
| Printed<br> Name of Person Signing | |
| (and<br> indicate capacity of person signing if signing as custodian, trustee, or on behalf of an entity) |
EXHIBITB
Formof Company Press Release for Waivers or Releases of Officer/Director Lock-Up Agreements
[●]
Platinum Analytics Cayman Limited (the “Company”) announced today that Kingswood Capital Partners, LLC (“Kingswood”), [the sole Underwriter], is [waiving] [releasing] [a] lock-up restriction**[s]** with respect to an aggregate of [●][Class A/Class B] Ordinary Shares held by certain [officers] [directors] of the Company. These [officers] [directors] entered into lock-up agreements with Kingswood in connection with the Company’s initial public offering.
This [waiver] [release] will take effect on [●] [date that is at least 2 business days following date of this press release].
Thispress release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited,and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the UnitedStates Securities Act of 1933, as amended.
Exhibit3.1
THECOMPANIES ACT (REVISED) OF THE CAYMAN ISLANDS
COMPANYLIMITED BY SHARES
THIRDAMENDED AND RESTATED
MEMORANDUMOF ASSOCIATION
OF
PlatinumAnalytics Cayman Limited
(Adopted by special resolution passed on March 31, 2025)
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TheCompanies Act (Revised) of the Cayman Islands
CompanyLimited by Shares
ThirdAmended and Restated
Memorandumof Association
of
PlatinumAnalytics Cayman Limited
(Adopted by special resolution passed on March 31, 2025)
| 1 | The<br> name of the Company is Platinum Analytics Cayman Limited. |
|---|---|
| 2 | The<br> Company’s registered office will be situated at the offices of Osiris International Cayman |
| Limited,<br> Suite #4-210, Governors Square, 23 Lime Tree Bay Avenue, PO Box 32311, Grand Cayman KY1-1209, Cayman Islands or at such other place<br> in the Cayman Islands as the directors may at any time decide. | |
| 3 | The<br> Company’s objects are unrestricted. As provided by section 7(4) of the Companies Act |
| (Revised),<br> the Company has full power and authority to carry out any object not prohibited by any law of the Cayman Islands. | |
| 4 | The<br> Company has unrestricted corporate capacity. Without limitation to the foregoing, as |
| provided<br> by section 27 (2) of the Companies Act (Revised), the Company has and is capable of exercising all the functions of a natural person<br> of full capacity irrespective of any question of corporate benefit. | |
| 5 | Nothing<br> in any of the preceding paragraphs permits the Company to carry on any of the following businesses without being duly licensed, namely: |
| (a) | the<br> business of a bank or trust company without being licensed in that behalf under the Banks and Trust Companies Act (Revised); or |
| --- | --- |
| (b) | insurance<br> business from within the Cayman Islands or the business of an insurance manager, agent, sub-agent or broker without being licensed<br> in that behalf under the Insurance Act (Revised);or |
| (c) | the<br> business of company management without being licensed in that behalf under the Companies Management Act (Revised). |
| 6 | Unless<br> licensed to do so, the Company will not trade in the Cayman Islands with any person,firm or corporation except in furtherance of<br> its business carried on outside the Cayman Islands.<br> Despite this, the Company may effect and conclude contracts in the Cayman Islands and exercise in the Cayman Islands any of its powers<br> necessary for the carrying on of its business outside the Cayman Islands. |
| --- | --- |
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| 7 | The<br> Company is a company limited by shares and accordingly the liability of each member is limited to the amount (if any) unpaid on that<br> member’s shares. |
| --- | --- |
| 8 | The<br> authorised share capital of the Company is US$50,000.00 divided into100,000,000 |
| Class<br> A Ordinary Shares of par value of US$0.0004 each and 25,000,000 Class B Ordinary Shares of par value of US$0.0004 each. Subject to<br> the Companies Act (Revised) and the Company’s articles of association, the Company has power to do any one or more of the following: | |
| (a) | to<br> redeem or repurchase any of its shares; |
| --- | --- |
| (b) | to<br> increase or reduce its capital; |
| (c) | to<br> issue any part of its capital (whether original, redeemed, increased or reduced): |
| (i) | with<br> or without any preferential, deferred, qualified or special rights, privileges or conditions; or |
| --- | --- |
| (ii) | subject<br> to any limitations or restrictions |
| and<br> unless the condition of issue expressly declares otherwise, every issue of shares (whether declared to be ordinary, preference or<br> otherwise) is subject to this power; or | |
| (d) | to<br> alter any of those rights, privileges, conditions, limitations or restrictions. |
| --- | --- |
| 9 | The<br> Company has power to register by way of continuation as a body corporate limited by shares under the laws of any jurisdiction outside<br> the Cayman Islands and to be deregistered in the Cayman Islands. |
| --- | --- |
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THECOMPANIES ACT (REVISED) OF THE CAYMAN ISLANDS
COMPANYLIMITED BY SHARES
THIRDAMENDED AND RESTATED
ARTICLESOF ASSOCIATION
OF
PlatinumAnalytics Cayman Limited
(Adopted by special resolution passed on March 31, 2025)
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CONTENTS
| 1 | Definitions, interpretation and exclusion of Table A | 8 |
|---|---|---|
| Definitions | 8 | |
| --- | --- | |
| Interpretation | 12 | |
| Exclusion<br> of Table A Articles | 13 | |
| 2 | Shares | 13 |
| --- | --- | --- |
| Power<br> to issue Shares and options, with or without special rights | 13 | |
| --- | --- | |
| Power<br> to issue fractions of a Share | 14 | |
| --- | --- | |
| Power<br> to pay commissions and brokerage fees | 14 | |
| Trusts<br> not recognised | 15 | |
| Security<br> interests | 15 | |
| Rights<br> of Shares | 15 | |
| Power<br> to vary class rights | 17 | |
| Effect<br> of new Share issue on existing class rights | 18 | |
| No<br> bearer Shares or warrants | 18 | |
| Treasury<br> Shares | 18 | |
| Rights<br> attaching to Treasury Shares and related matters | 18 | |
| Register<br> of Members | 19 | |
| Annual<br> Return | 19 | |
| 3 | Share certificates | 19 |
| --- | --- | --- |
| Issue<br> of share certificates | 19 | |
| --- | --- | |
| Renewal<br> of lost or damaged share certificates | 20 | |
| 4 | Lien on Shares | 20 |
| --- | --- | --- |
| Nature<br> and scope of lien | 20 | |
| --- | --- | |
| Company<br> may sell Shares to satisfy lien | 21 | |
| Authority<br> to execute instrument of transfer | 21 | |
| Consequences<br> of sale of Shares to satisfy lien | 21 | |
| Application<br> of proceeds of sale | 22 | |
| 5 | Calls on Shares and forfeiture | 22 |
| --- | --- | --- |
| Power<br> to make calls and effect of calls | 22 | |
| --- | --- | |
| Time<br> when call made | 22 | |
| Liability<br> of joint holders | 23 | |
| Interest<br> on unpaid calls | 23 | |
| Deemed<br> calls | 23 | |
| Power<br> to accept early payment | 23 | |
| Power<br> to make different arrangements at time of issue of Shares | 23 | |
| Notice<br> of default | 23 | |
| Forfeiture<br> or surrender of Shares | 24 | |
| Disposal<br> of forfeited or surrendered Share and power to cancel forfeiture or surrender | 24 | |
| Effect<br> of forfeiture or surrender on former Member | 24 | |
| Evidence<br> of forfeiture or surrender | 25 | |
| Sale<br> of forfeited or surrendered Shares | 25 | |
| 6 | Transfer of Shares | 25 |
| --- | --- | --- |
| Form<br> of Transfer | 25 | |
| --- | --- | |
| Power<br> to refuse registration for Shares not listed on a Designated Stock Exchange | 26 | |
| Suspension<br> of transfers | 26 | |
| Company<br> may retain instrument of transfer | 26 | |
| Notice<br> of refusal to register | 26 |
IT*
| 4 |
| --- | | 7 | Transmission of Shares | 27 | | --- | --- | --- | | Persons<br> entitled on death of a Member | 27 | | --- | --- | | Registration<br> of transfer of a Share following death or bankruptcy | 27 | | Indemnity | 28 | | Rights<br> of person entitled to a Share following death or bankruptcy | 28 | | 8 | Alteration of capital | 28 | | --- | --- | --- | | Increasing,<br> consolidating, converting, dividing and cancelling share capital | 28 | | --- | --- | | Dealing<br> with fractions resulting from consolidation of Shares | 29 | | Reducing<br> share capital | 29 | | 9 | Redemption and purchase of own Shares | 29 | | --- | --- | --- | | Power<br> to issue redeemable Shares and to purchase own Shares | 29 | | --- | --- | | Power<br> to pay for redemption or purchase in cash or in specie | 30 | | Effect<br> of redemption or purchase of a Share | 30 | | 10 | Meetings of Members | 30 | | --- | --- | --- | | Annual<br> and extraordinary general meetings | 30 | | --- | --- | | Power<br> to call meetings | 31 | | Content<br> of notice | 32 | | Period<br> of notice | 32 | | Persons<br> entitled to receive notice | 32 | | Accidental<br> omission to give notice or non-receipt of notice | 33 | | 11 | Proceedings at meetings of Members | 33 | | --- | --- | --- | | Quorum | 33 | | --- | --- | | Lack<br> of quorum | 33 | | Chairman | 34 | | Right<br> of a Director to attend and speak | 34 | | Accommodation<br> of Members at Virtual Meeting | 34 | | Security | 34 | | Adjournment,<br> postponement and cancellation | 35 | | Method<br> of voting | 35 | | Taking<br> of a poll | 35 | | Chairman’s<br> casting vote | 35 | | Written<br> resolutions | 35 | | Sole-Member<br> Company | 37 | | 12 | Voting rights of Members | 37 | | --- | --- | --- | | Right<br> to vote | 37 | | --- | --- | | Rights<br> of joint holders | 38 | | Representation<br> of corporate Members | 38 | | Member<br> with mental disorder | 38 | | Objections<br> to admissibility of votes | 39 | | Form<br> of proxy | 39 | | How<br> and when proxy is to be delivered | 40 | | Voting<br> by proxy | 41 | | 13 | Number of Directors | 41 | | --- | --- | --- | | 14 | Appointment, disqualification and removal of Directors | 41 | | First<br> Directors | 41 | | --- | --- | | No<br> age limit | 41 |
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| --- | | Corporate<br> Directors | 42 | | --- | --- | | No<br> shareholding qualification | 42 | | --- | --- | | Appointment<br> of Directors | 42 | | Board’s<br> power to appoint Directors | 42 | | Removal<br> of Directors | 42 | | Resignation<br> of Directors | 43 | | Termination<br> of the office of Director | 43 | | 15 | Alternate Directors | 44 | | --- | --- | --- | | Appointment<br> and removal | 44 | | --- | --- | | Notices | 44 | | Rights<br> of alternate Director | 44 | | Appointment<br> ceases when the appointor ceases to be a Director | 45 | | Status<br> of alternate Director | 45 | | Status<br> of the Director making the appointment | 45 | | 16 | Powers of Directors | 45 | | --- | --- | --- | | Powers<br> of Directors | 45 | | --- | --- | | Directors<br> below the minimum number | 46 | | Appointments<br> to office | 46 | | Provisions<br> for employees | 47 | | Exercise<br> of voting rights | 47 | | Remuneration | 47 | | Disclosure<br> of information | 48 | | 17 | Delegation of powers | 48 | | --- | --- | --- | | Power<br> to delegate any of the Directors’ powers to a committee | 48 | | --- | --- | | Local<br> boards | 49 | | Power<br> to appoint an agent of the Company | 49 | | Power<br> to appoint an attorney or authorised signatory of the Company | 49 | | Borrowing<br> Powers | 50 | | Corporate<br> Governance | 50 | | 18 | Meetings of Directors | 50 | | --- | --- | --- | | Regulation<br> of Directors’ meetings | 50 | | --- | --- | | Calling<br> meetings | 50 | | Notice<br> of meetings | 50 | | Use<br> of technology | 51 | | Quorum | 51 | | Chairman<br> or deputy to preside | 51 | | Voting | 51 | | Recording<br> of dissent | 51 | | Written<br> resolutions | 52 | | Validity<br> of acts of Directors in spite of formal defect | 52 | | 19 | Permissible Directors’ interests and disclosure | 52 | | --- | --- | --- | | 20 | Minutes | 53 | | 21 | Accounts and audit | 53 | | Financial<br> year | 53 | | --- | --- | | Auditors | 53 | | 22 | Record dates | 54 | | --- | --- | --- |
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| --- | | 23 | Dividends | 54 | | --- | --- | --- | | Source<br> of dividends | 54 | | --- | --- | | Declaration<br> of dividends by Members | 54 | | Payment<br> of interim dividends and declaration of final dividends by Directors | 55 | | Apportionment<br> of dividends | 55 | | Right<br> of set off | 56 | | Power<br> to pay other than in cash | 56 | | How<br> payments may be made | 56 | | Dividends<br> or other monies not to bear interest in absence of special rights | 57 | | Dividends<br> unable to be paid or unclaimed | 57 | | 24 | Capitalisation of profits | 57 | | --- | --- | --- | | Capitalisation<br> of profits or of any share premium account or capital redemption reserve; | 57 | | --- | --- | | Applying<br> an amount for the benefit of Members | 58 | | 25 | Share Premium Account | 58 | | --- | --- | --- | | Directors<br> to maintain share premium account | 58 | | --- | --- | | Debits<br> to share premium account | 58 | | 26 | Seal | 58 | | --- | --- | --- | | Company<br> seal | 58 | | --- | --- | | Duplicate<br> seal | 58 | | --- | --- | | When<br> and how seal is to be used | 59 | | If<br> no seal is adopted or used | 59 | | Power<br> to allow non-manual signatures and facsimile printing of seal | 59 | | Validity<br> of execution | 59 | | 27 | Indemnity | 60 | | --- | --- | --- | | Release | 60 | | --- | --- | | Insurance | 61 | | 28 | Notices | 61 | | --- | --- | --- | | Form<br> of notices | 61 | | --- | --- | | Electronic<br> communications | 61 | | Persons<br> entitled to notices | 62 | | Persons<br> authorised to give notices | 62 | | Delivery<br> of written notices | 63 | | Joint<br> holders | 63 | | Signatures | 63 | | Giving<br> notice to a deceased or bankrupt Member | 63 | | Date<br> of giving notices | 64 | | Saving<br> provision | 64 | | 29 | Authentication of Electronic Records | 64 | | --- | --- | --- | | Application<br> of Articles | 64 | | --- | --- | | Authentication<br> of documents sent by Members by Electronic means | 65 | | Authentication<br> of document sent by the Secretary or Officers of the Company by Electronic means | 65 | | Manner<br> of signing | 65 | | Saving<br> provision | 66 | | 30 | Transfer by way of continuation | 66 | | --- | --- | --- | | 31 | Winding up | 67 | | Distribution<br> of assets in specie | 67 | | --- | --- | | No<br> obligation to accept liability | 67 | | 32 | Amendment of Memorandum and Articles | 67 | | --- | --- | --- | | Power<br> to change name or amend Memorandum | 67 | | --- | --- | | Power<br> to amend these Articles | 67 |
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TheCompanies Act (Revised) of the Cayman Islands
CompanyLimited by Shares
ThirdAmended and Restated
Articles of Association
of
PlatinumAnalytics Cayman Limited
(Adopted by special resolution passed on March 31, 2025)
Definitions,interpretation and exclusion of Table A
Definitions
| 1.1 | In<br> these Articles, the following definitions apply: |
|---|---|
| Act means the Companies Act (Revised) of the Cayman Islands, including any statutory modification or re-enactment thereof for the<br> time being in force; | |
| Affiliate means in respect of a person or entity, any other person or entity that, directly or indirectly (including through one or more<br> intermediaries), controls, is controlled by, or is under common control with, such person or entity, and (i) in the case of a natural<br> person, shall include, without limitation, such person’s spouse, parents, children, siblings, mother-in-law and father-in-law<br> and brothers and sisters-in-law, a trust solely for the benefit of any of the foregoing, a company, partnership or entity wholly<br> owned by one or more of the foregoing, and (ii) in the case of an entity, shall include a partnership, a corporation or any natural<br> person or entity which directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common<br> control with, such entity. The term “control” in this definition shall mean the ownership, directly or indirectly, of<br> securities possessing more than fifty percent (50%) of the voting power of the corporation, or the partnership or other entity (other<br> than, in the case of corporation, securities having such power only by reason of the happening of a contingency not within the reasonable<br> control of such partnership, corporation, natural person or entity), or having the power to control the management or elect a majority<br> of members to the board of directors or equivalent decision-making body of such corporation, partnership or other entity; | |
| Articles means, as appropriate: | |
| (a) | these<br> articles of association as amended from time to time: or |
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| --- | | (b) | two<br> or more particular articles of these Articles; | | --- | --- | | and<br> Article refers to a particular article of these Articles; | | --- | | Auditors means the auditor or auditors for the time being of the Company; | | Board means the board of Directors from time to time; | | Business Day means a day when banks in Grand Cayman, the Cayman Islands are open for the transaction of normal banking business and for<br> the avoidance of doubt, shall not include a Saturday, Sunday or public holiday in the Cayman Islands; | | Cayman Islands means the British Overseas Territory of the Cayman Islands; | | Class A Ordinary Share means the class A ordinary shares of US$0.0004 par value each of the Company, which have the rights set forth<br> in these Articles; | | Class B Ordinary Share means the class B ordinary shares of US$0.0004 par value each of the Company, which have the rights set forth<br> in these Articles; | | Clear Days, in relation to a period of notice, means that period of calendar days excluding: | | (a) | the<br> calendar day when the notice is given or deemed to be given; and | | --- | --- | | (b) | the<br> calendar day for which it is given or on which it is to take effect; | | Commission means Securities and Exchange Commission of the United States of America or other federal agency for the time being administering<br> the U.S. Securities Act; | | --- | | Company means the above-named company; | | Conversion Date means in respect of a Conversion Notice means the day on which that Conversion Notice is delivered; | | Conversion Notice means a written notice delivered to the Company at its office (and as otherwise stated therein) stating that a holder<br> of Class B Ordinary Shares elects to convert the number of Class B Ordinary Shares specified therein pursuant to Article 2.9(a); | | Conversion Number in relation to any Class B Ordinary Shares, such number of Class A Ordinary Shares as may, upon exercise of the Conversion<br> Right, be issued at the Conversion Rate; | | Conversion Rate in relation to the conversion of Class B Ordinary Shares to Class A Ordinary Shares means, at any time, on a one-to-one<br> basis. The foregoing Conversion Rate shall also be adjusted to account for any subdivision (by share split, subdivision, exchange, capitalisation,<br>rights issue, reclassification, recapitalisation or otherwise) or combination (by reverse share split, share consolidation, exchange,<br>reclassification, recapitalisation or otherwise) or similar reclassification or recapitalisation of the Class A Ordinary Shares in issue<br>into a greater or lesser number of shares occurring after the original filing of the Articles without a proportionate and corresponding<br>subdivision, combination or similar reclassification or recapitalisation of the Class B Ordinary Shares in issue; |
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ConversionRight in respect of a holder of Class B Ordinary Shares, subject to the provisions of these Articles and to any applicable fiscal or other laws or regulations including the Act, to convert all or any of its Class B Ordinary Shares, into the Conversion Number of Class A Ordinary Shares in its discretion;
DefaultRate means ten per cent per annum;
DesignatedStock Exchanges means the Nasdaq Capital Market in the United States of America for so long as any class of the Company’s Shares are there listed and any other stock exchange on which any class of the Company’s Shares are listed for trading;
DesignatedStock Exchange Rules means the relevant code, rules and regulations, as amended, from time to time, applicable as a result of the original and continued listing of any Shares on the Designated Stock Exchanges;
Directorsmeans the directors for the time being of the Company and the expression Director shall be construed accordingly;
Electronichas the meaning given to that term in the Electronic Transactions Act (Revised) of the Cayman Islands;
ElectronicCommunication Facilities means video, video-conferencing, internet or online conferencing applications, telephone or tele-conferencing and/or any other video communications, internet or online conferencing application or telecommunications facilities by means of which all persons participating in a meeting are capable of hearing and being heard by each other;
ElectronicRecord has the meaning given to that term in the Electronic Transactions Act (Revised) of the Cayman Islands;
ElectronicSignature has the meaning given to that term in the Electronic Transactions Act (Revised) of the Cayman Islands;
FullyPaid Up means:
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| --- | | (a) | in<br> relation to a Share with par value, means that the par value for that Share and any premium payable in respect of the issue of that<br> Share, has been fully paid or credited as paid in money or money’s worth; and | | --- | --- | | (b) | in<br> relation to a Share without par value, means that the agreed issue price for that Share has been fully paid or credited as paid in<br> money or money’s worth; |
generalmeeting means a general meeting of the Company duly constituted in accordance with the Articles;
IndependentDirector means a Director who is an independent director as defined in the Designated Stock Exchange Rules as determined by the Board;
Membermeans any person or persons entered on the register of Members from time to time as the holder of a Share;
Memorandummeans the memorandum of association of the Company as amended from time to time;
monthmeans a calendar month;
Officermeans a person appointed to hold an office in the Company including a Director, alternate Director or liquidator and excluding the Secretary;
OrdinaryResolution means a resolution of a general meeting passed by a simple majority of the votes cast by, or on behalf of, the Members who (being entitled to do so) vote in person or by proxy or, in the case of corporations, by their duly authorised representatives, at that meeting. The expression includes a written resolution signed by the requisite majority in accordance with Article 11.14;
PartlyPaid Up means:
| (a) | in<br> relation to a Share with par value, that the par value for that Share and any |
|---|---|
| premium<br> payable in respect of the issue of that Share, has not been fully paid or credited as paid in money or money’s worth; and | |
| (b) | in<br> relation to a Share without par value, means that the agreed issue price for that |
| Share<br> has not been fully paid or credited as paid in money or money’s worth; |
Secretarymeans a person appointed to perform the duties of the secretary of the Company, including a joint, assistant or deputy secretary;
Sharemeans a share in the share capital of the Company and the expression:
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| --- | | (a) | includes<br> stock (except where a distinction between shares and stock is expressed or implied); and | | --- | --- | | (b) | where<br> the context permits, also includes a fraction of a Share; |
SpecialResolution means a resolution of a general meeting or a resolution of a meeting of the holders of any class of Shares in a class meeting duly constituted in accordance with the Articles in each case passed by a majority of not less than two-thirds of the votes cast by, or on behalf of, Members who (being entitled to do so) vote in person or by proxy at that meeting. The expression includes a unanimous written resolution signed by all of the Members entitled to vote at such meeting;
TreasuryShares means Shares held in treasury pursuant to the Act and Article 2.15;
U.S.Securities Act means the Securities Act of 1933 of the United States of America, as amended, or any similar federal statute and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time; and
VirtualMeeting means any general meeting of the Members at which the Members (and any other permitted participants of such meeting, including without limitation the chairman of the meeting and any Directors) are permitted to attend and participate solely by means of Electronic Communication Facilities.
Interpretation
| 1.2 | In<br> the interpretation of these Articles, the following provisions apply unless the context otherwise requires: |
|---|---|
| (a) | A<br> reference in these Articles to a statute is a reference to a statute of the Cayman |
| --- | --- |
| Islands<br> as known by its short title, and includes: | |
| (i) | any<br> statutory modification, amendment or re-enactment; and |
| --- | --- |
| (ii) | any<br> subordinate legislation or regulations issued under that statute. |
| Without<br> limitation to the preceding sentence, a reference to a revised Act of the Cayman Islands is taken to be a reference to the revision<br> of that Act in force from time to time as amended from time to time. | |
| --- | --- |
| (b) | Headings<br> are inserted for convenience only and do not affect the interpretation of these Articles, unless there is ambiguity. |
| (c) | If<br> a day on which any act, matter or thing is to be done under these Articles is not a |
| Business<br> Day, the act, matter or thing must be done on the next Business Day. |
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| --- | | (d) | A<br> word which denotes the singular also denotes the plural, a word which denotes the plural also denotes the singular, and a reference<br> to any gender also denotes the other genders. | | --- | --- | | (e) | A<br> reference to a person includes, as appropriate, a company, trust, partnership, joint venture, association, body corporate<br> or government agency. | | (f) | Where<br> a word or phrase is given a defined meaning another part of speech or grammatical form in respect to that word or phrase has a corresponding<br> meaning. | | (g) | All<br> references to time are to be calculated by reference to time in the place where the Company’s registered office is located. | | (h) | The<br> words written and in writing include all modes of representing or reproducing words in a visible form, but do not include<br> an Electronic Record where the distinction between a document in writing and an Electronic Record is expressed or implied. | | (i) | The<br> words including, include and in particular or any similar expression are to be construed without limitation. | | --- | --- | | (j) | The<br> term “present” means, in respect of any person attending a meeting, such person’s presence at a general<br> meeting of Members (or any meeting of the holders of any class of Shares), which may be satisfied by means of such person or, if<br> a corporation or other non-natural person, its duly authorized representative (or, in the case of any Member, a proxy which has been<br> validly appointed by such Member in accordance with these Articles), being: (a) physically present at the meeting; or (b) in the<br> case of any meeting at which Electronic Communication Facilities are permitted in accordance with these Articles, including any Virtual<br> Meeting, connected by means of the use of such Electronic Communication Facilities. | | 1.3 | The<br> headings in these Articles are intended for convenience only and shall not affect the interpretation of these Articles. | | --- | --- |
Exclusion of Table A Articles
| 1.4 | The<br> regulations contained in Table A in the First Schedule of the Act and any other regulations contained in any statute or subordinate<br> legislation are expressly excluded and do not apply to the Company. |
|---|---|
| 2 | Shares |
Power to issue Shares and options,with or without special rights
| 2.1 | Subject<br> to the provisions of the Act and these Articles about the redemption and purchase of the Shares, the Directors have general and unconditional<br> authority to allot (with or without confirming rights of renunciation), grant options over or otherwise deal with any unissued Shares<br> to such persons, at such times and on such terms and conditions as they may decide. No Share may be issued at a discount except in<br> accordance with the provisions of the Act. |
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| --- | | 2.2 | Without<br> limitation to the preceding Article, the Directors may so deal with the unissued Shares: | | --- | --- | | (a) | either<br> at a premium or at par; or | | --- | --- | | (b) | with<br> or without preferred, deferred or other special rights or restrictions, whether in regard to dividend, voting, return of capital<br> or otherwise. | | 2.3 | Without<br> limitation to the two preceding Articles, | | --- | --- | | (a) | the<br> Company may issue rights, options, warrants or convertible securities or securities of similar nature conferring the right upon the<br> holders thereof to subscribe for, purchase or receive any class of Shares or other securities in the Company at such times and on<br> such terms and conditions as the Directors may decide; | | --- | --- | | (b) | the<br> Directors may refuse to accept any application for Shares, and may accept any application in whole or in part, for any reason or<br> for no reason. | | Power to issue fractions of a Share | | --- | | 2.4 | Subject<br> to the Act, the Company may issue fractions of a Share of any class. A fraction of a Share shall be subject to and carry the corresponding<br> fraction of liabilities (whether with respect to calls or otherwise), limitations, preferences, privileges, qualifications, restrictions,<br> rights and other attributes of a Share of that class of Shares. | | --- | --- | | Power to pay commissions and brokerage fees | | --- | | 2.5 | The<br> Company may pay a commission to any person in consideration of that person: | | --- | --- | | (a) | subscribing<br> or agreeing to subscribe, whether absolutely or conditionally; or | | --- | --- | | (b) | procuring<br> or agreeing to procure subscriptions, whether absolute or conditional, for any Shares. That commission may be satisfied by the payment<br> of cash or the allotment of Fully Paid Up or Partly Paid Up Shares or partly in one way and partly in another. | | 2.6 | The<br> Company may employ a broker in the issue of its capital and pay him any proper commission or brokerage. | | --- | --- |
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| --- | | Trusts not recognised | | --- | | 2.7 | Except<br> as required by Act: | | --- | --- | | (a) | no<br> person shall be recognised by the Company as holding any Share on any trust; and | | --- | --- | | (b) | no<br> person other than the Member shall be recognised by the Company as having any right in a Share. | | Security interests | | --- | | 2.8 | Notwithstanding<br> the preceding Article, the Company may (but shall not be obliged to) recognise a security interest of which it has actual notice<br> over shares. The Company shall not be treated as having recognised any such security interest unless it has so agreed in writing<br> with the secured party. | | --- | --- | | Rights of Shares | | --- | | 2.9 | Subject<br> to Article 2.1, the Memorandum and any Special Resolution to the contrary and without prejudice to any special rights conferred thereby<br> on the holders of any other Shares or class of Shares, Class A Ordinary Shares and Class B Ordinary Shares shall carry equal rights<br> and rank pari passu with one another in all respects other than as set out below: | | --- | --- | | (a) | Conversion<br> Rights: | | --- | --- | | (i) | Subject<br> to the provisions hereof and to compliance with all fiscal and other laws and regulations applicable thereto, including the Act,<br> a holder of Class B Ordinary Shares shall have the Conversion Right in respect of each Class B Ordinary Share in its holding. For<br> the avoidance of doubt, a holder of Class A Ordinary Shares shall have no rights to convert Class A Ordinary Shares into Class B<br> Ordinary Shares under any circumstances. | | --- | --- | | (ii) | Each<br> Class B Ordinary Share shall be converted at the option of the holder, at any time after issue and without the payment of any additional<br> sum, into such Conversion Number of fully paid Class A Ordinary Shares calculated at the Conversion Rate. Such conversion shall take<br> effect on the Conversion Date. A Conversion Notice shall not be effective if it is not accompanied by the share certificates in respect<br> of the relevant Class B Ordinary Shares and/or such other evidence (if any) as the Directors may reasonably require to prove the<br> title of the person exercising such right (or, if such certificates have been lost or destroyed, such evidence of title and such<br> indemnity as the Directors may reasonably require). Any and all taxes and stamp, issue and registration duties (if any) arising on<br> conversion shall be borne by the holder of Class B Ordinary Shares requesting conversion. |
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| --- | | (iii) | On<br> the Conversion Date, every Class B Ordinary Share converted shall automatically<br> be re-designated and re-classified (or in such other manner as the Directors may direct that is not in contravention of applicable<br> laws) as the applicable Conversion Number of Class A Ordinary Shares with such rights and restrictions attached thereto and shall<br> rank pari passu in all respects with the Class A Ordinary Shares then in issue and the Company shall enter or procure the entry of<br> the name of the relevant holder of converted Class B Ordinary Shares as the holder of the corresponding number of Class A Ordinary<br> Shares resulting from the conversion of the Class B Ordinary Shares in, and make any other necessary and consequential changes to,<br> the register of members and shall procure that, if required, certificates in respect of the relevant Class A Ordinary Shares, together<br> with a new certificate for any unconverted Class B Ordinary Shares comprised in the certificate(s) surrendered by the holder of the<br> Class B Ordinary Shares, are issued to the holders thereof | | --- | --- | | (iv) | Until<br> such time as the Class B Ordinary Shares have been converted into Class<br> A Ordinary Shares, the Company shall: (A) at all times keep available for issue and free of all liens, charges, options, mortgages,<br> pledges, claims, equities, encumbrances and other third-party rights of any nature, and not subject to any pre-emptive rights out<br> of its authorised but unissued share capital, such number of authorised but unissued Class A Ordinary Shares as would enable all<br> Class B Ordinary Shares to be converted into Class A Ordinary Shares and any other rights of conversion into, subscription for or<br> exchange into Class A Ordinary Shares to be satisfied in full; and (B) not make any issue, grant or distribution or take any other<br> action if the effect would be that on the conversion of the Class B Ordinary Shares to Class A Ordinary Shares it would be required<br> to issue Class A Ordinary Shares at a price lower than the par value thereof. | | (b) | Voting<br> Rights: | | --- | --- | | (i) | Holders<br> of Class A Ordinary Shares and Class B Ordinary Shares have the right to receive notice of, attend, speak and vote at general meetings<br> of the Company. Holders of shares of Class A Ordinary Shares and Class B Ordinary Shares shall, at all times, vote together as a<br> single class on all matters submitted to a vote for Members’ consent. | | --- | --- | | (ii) | Each<br> Class A Ordinary Share shall be entitled to one (1) vote on all matters subject to the vote<br> at general meetings of the Company; whereas, each Class B Ordinary Share shall be entitled<br> to twenty (20) votes on all matters subject to the vote at general meetings of the Company. |
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| --- | | (c) | Transfer: | | --- | --- | | (i) | Upon<br> any sale, transfer, assignment or disposition of Class B Ordinary Shares<br> by a holder thereof to any person or entity which is not an Affiliate of such holder, such Class B Ordinary Shares validly transferred<br> to the new holder shall be automatically and immediately converted into such Conversion Number of Class A Ordinary Shares calculated<br> based on the Conversion Rate. | | --- | --- | | (ii) | For<br> the avoidance of doubt, (i) a sale, transfer, assignment or disposition shall be effective upon the Company’s registration<br> of such sale, transfer, assignment or disposition in the Company’s register of Members; (ii) the creation of any pledge, charge,<br> encumbrance or other third party right of whatever description on any of Class B Ordinary Shares to secure a holder’s contractual<br> or legal obligations shall not be deemed as a sale, transfer, assignment or disposition unless and until any such pledge, charge,<br> encumbrance or other third party right is enforced and results in the third party holding fee simple ownership interest to the related<br> Class B Ordinary Shares, in which case all the related Class B Ordinary Shares shall be automatically converted into the same number<br> of Class A Ordinary Shares upon the Company’s registration of the third party or its designee as a Member holding that number<br> of Class A Ordinary Shares in the register of Members; and (iii) any sale, transfer, assignment or disposition of Class B Ordinary<br> Shares by Qihong Bao to Platinum Analytics Cayman Limited, or by Platinum Analytics Cayman Limited to Qihong Bao, will not trigger<br> the automatic conversion of Class B Ordinary Shares into Class A Ordinary Shares pursuant to this Article 2.9(c). |
Power to vary class rights
| 2.10 | If<br> the share capital is divided into different classes of Shares then, unless the terms on which a class of Shares was issued state<br> otherwise, the rights attaching to a class of Shares may only be varied if one of the following applies: |
|---|---|
| (a) | the<br> Members holding not less than two-thirds of the issued Shares of that class consent in writing to the variation; or |
| --- | --- |
| (b) | the<br> variation is made with the sanction of a Special Resolution passed at a separate general meeting of the Members holding the issued<br> Shares of that class. |
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| --- | | 2.11 | For<br> the purpose of Article 2.10(b), all the provisions of these Articles relating to general meetings apply, mutatis mutandis, to every<br> such separate meeting except that the necessary quorum shall be one or more persons holding, or representing by proxy, not less than<br> one third of the issued Shares of the class; | | --- | --- | | 2.12 | For<br> the purposes of a separate class meeting, the Directors may treat two or more or all the classes of Shares as forming one class of<br> Shares if the Directors consider that such classes of Shares would be affected in the same way by the proposals under consideration,<br> but in any other case shall treat them as separate classes of Shares. |
Effect of new Share issue on existingclass rights
| 2.13 | Unless<br> the terms on which a class of Shares was issued state otherwise, the rights conferred on the Member holding Shares of any class shall<br> not be deemed to be varied by the creation or issue of further Shares ranking pari passu with the existing Shares of that<br> class. |
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| No bearer Shares or warrants | |
| --- | --- |
| 2.14 | The<br> Company shall not issue Shares or warrants to bearers. |
| Treasury Shares | |
| 2.15 | Shares<br> that the Company purchases, redeems or acquires by way of surrender in accordance with the Act shall be held as Treasury Shares and<br> not treated as cancelled if: |
| (a) | the<br> Directors so determine prior to the purchase, redemption or surrender of those shares; and |
| --- | --- |
| (b) | the<br> relevant provisions of the Memorandum and Articles and the Act are otherwise complied with. |
| Rights attaching to Treasury Shares and related matters | |
| --- | --- |
| 2.16 | No<br> dividend may be declared or paid, and no other distribution (whether in cash or otherwise) of the Company’s assets (including<br> any distribution of assets to Members on a winding up) may be made to the Company in respect of a Treasury Share. |
| 2.17 | The<br> Company shall be entered in the register of Members as the holder of the Treasury Shares. However: |
| (a) | the<br> Company shall not be treated as a Member for any purpose and shall not exercise any right in respect of the Treasury Shares, and<br> any purported exercise of such a right shall be void; and |
| --- | --- |
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| --- | | (b) | a<br> Treasury Share shall not be voted, directly or indirectly, at any meeting of the Company and shall not be counted in determining<br> the total number of issued shares at any given time, whether for the purposes of these Articles or the Act. | | --- | --- | | 2.18 | Nothing<br> in Article 2.17 prevents an allotment of Shares as Fully Paid Up bonus shares in respect of a Treasury Share and Shares allotted<br> as Fully Paid Up bonus shares in respect of a Treasury Share shall be treated as Treasury Shares. | | --- | --- | | 2.19 | Treasury<br> Shares may be disposed of by the Company in accordance with the Act and otherwise on such terms and conditions as the Directors determine. |
Registerof Members
| 2.20 | The<br> Directors shall keep or cause to be kept a register of Members as required by the Act and may cause the Company to maintain one or<br> more branch registers as contemplated by the Act, provided that where the Company is maintaining one or more branch registers, the<br> Directors shall ensure that a duplicate of each branch register is kept with the Company’s principal register of Members and<br> updated within such number of days of any amendment having been made to such branch register as may be required by the Act. |
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| 2.21 | The<br> title to Shares listed on a Designated Stock Exchange may be evidenced and transferred in accordance with the laws applicable to<br> the rules and regulations of the Designated Stock Exchange and, for these purposes, the register of Members may be maintained in<br> accordance with section 40B of the Act. |
AnnualReturn
| 2.22 | The<br> Directors in each calendar year shall prepare or cause to be prepared an annual return and declaration setting forth the particulars<br> required by the Act and shall deliver a copy thereof to the registrar of companies for the Cayman Islands. |
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| 3 | Share certificates |
Issueof share certificates
| 3.1 | A<br> Member shall only be entitled to a share certificate if the Directors resolve that share certificates shall be issued. Share certificates<br> representing Shares, if any, shall be in such form as the Directors may determine. If the Directors resolve that share certificates<br> shall be issued, upon being entered in the register of Members as the holder of a Share, the Directors may issue to any Member: |
|---|---|
| (a) | without<br> payment, one certificate for all the Shares of each class held by that Member (and, upon transferring a part of the Member’s<br> holding of Shares of any class, to a certificate for the balance of that holding); and |
| --- | --- |
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| --- | | (b) | upon<br>payment of such reasonable sum as the Directors may determine for every certificate after the first, several certificates each for one<br>or more of that Member’s Shares. | | --- | --- | | 3.2 | Every<br>certificate shall specify the number, class and distinguishing numbers (if any) of the Shares to which it relates and whether they are<br>Fully Paid Up or Partly Paid Up. A certificate may be executed under seal or executed in such other manner as the Directors determine. | | --- | --- | | 3.3 | Every<br>certificate shall bear legends required under the applicable laws, including the U.S. Securities Act (to the extent applicable). | | --- | --- | | 3.4 | The<br> Company shall not be bound to issue more than one certificate for Shares held jointly by<br> several persons and delivery of a certificate for a Share to one joint holder shall be a<br> sufficient delivery to all of them. | | --- | --- |
Renewalof lost or damaged share certificates
| 3.5 | If<br>a share certificate is defaced, worn-out, lost or destroyed, it may be renewed on such terms<br>(if any) as to: |
|---|---|
| (a) | evidence; |
| --- | --- |
| (b) | indemnity; |
| --- | --- |
| (c) | payment<br>of the expenses reasonably incurred by the Company in investigating the evidence; and |
| --- | --- |
| (d) | payment of a reasonable<br> fee, if any for issuing a replacement share certificate, as the Directors may determine, and (in the case of defacement or<br> wearing-out) on delivery to the Company of the old certificate. |
| --- | --- |
| 4 | Lienon Shares |
| --- | --- |
Natureand scope of lien
| 4.1 | The<br>Company has a first and paramount lien on all Shares (whether Fully Paid Up or not) registered in the name of a Member (whether solely<br>or jointly with others). The lien is for all monies payable to the Company by the Member or the Member’s estate: |
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| (a) | either<br>alone or jointly with any other person, whether or not that other person is a Member; and |
| --- | --- |
| (b) | whether<br>or not those monies are presently payable. |
| --- | --- |
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| --- | | 4.2 | At<br> any time the Board may declare any Share to be wholly or partly exempt from the provisions<br> of this Article. | | --- | --- |
Companymay sell Shares to satisfy lien
| 4.3 | The<br> Company may sell any Shares over which it has a lien if all of the following conditions are<br> met: |
|---|---|
| (a) | the<br>sum in respect of which the lien exists is presently payable; |
| --- | --- |
| (b) | the<br>Company gives notice to the Member holding the Share (or to the person entitled to it in consequence of the death or bankruptcy of that<br>Member) demanding payment and stating that if the notice is not complied with the Shares may be sold; and |
| --- | --- |
| (c) | that<br>sum is not paid within fourteen (14) Clear Days after that notice is deemed to be given under these Articles, and<br>Shares to which this Article 4.3 applies shall be referred to as Lien Default Shares. |
| --- | --- |
| 4.4 | The<br>Lien Default Shares may be sold in such manner as the Board determines. |
| --- | --- |
| 4.5 | To<br>the maximum extent permitted by law, the Directors shall incur no personal liability to the Member concerned in respect of the sale. |
| --- | --- |
Authorityto execute instrument of transfer
| 4.6 | To<br> give effect to a sale, the Directors may authorise any person to execute an instrument of<br> transfer of the Lien Default Shares sold to, or in accordance with the directions of, the<br> purchaser. |
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| 4.7 | The<br> title of the transferee of the Lien Default Shares shall not be affected by any irregularity<br> or invalidity in the proceedings in respect of the sale. |
| --- | --- |
Consequencesof sale of Shares to satisfy lien
| 4.8 | On<br>a sale pursuant to the preceding Articles: |
|---|---|
| (a) | the<br>name of the Member concerned shall be removed from the register of Members as the holder of those Lien Default Shares; and |
| --- | --- |
| (b) | that<br>person shall deliver to the Company for cancellation the certificate (if any) for those Lien Default Shares. |
| --- | --- |
| 4.9 | Notwithstanding<br>the provisions of Article 4.8, such person shall remain liable to the Company for all monies which, at the date of sale, were presently<br>payable by him to the Company in respect of those Lien Default Shares. That person shall also be liable to pay interest on those monies<br>from the date of sale until payment at the rate at which interest was payable before that sale or, failing that, at the Default Rate.<br>The Board may waive payment wholly or in part or enforce payment without any allowance for the value of the Lien Default Shares at the<br>time of sale or for any consideration received on their disposal. |
| --- | --- |
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Applicationof proceeds of sale
| 4.10 | The<br> net proceeds of the sale, after payment of the costs, shall be applied in payment of so much<br> of the sum for which the lien exists as is presently payable. Any residue shall be paid to<br> the person whose Lien Default Shares have been sold: |
|---|---|
| (a) | if<br>no certificate for the Lien Default Shares was issued, at the date of the sale; or |
| --- | --- |
| (b) | if a certificate for the<br> Lien Default Shares was issued, upon surrender to the Company of that certificate for cancellation but,<br>in either case, subject to the Company retaining a like lien for all sums not presently payable as existed on the Lien Default Shares<br>before the sale. |
| --- | --- |
| 5 | Callson Shares and forfeiture |
| --- | --- |
Powerto make calls and effect of calls
| 5.1 | Subject<br>to the terms of allotment, the Board may make calls on the Members in respect of any monies unpaid on their Shares including any premium.<br>The call may provide for payment to be by instalments. Subject to receiving at least 14 Clear Days’ notice specifying when and where<br>payment is to be made, each Member shall pay to the Company the amount called on his Shares as required by the notice. |
|---|---|
| 5.2 | Before<br>receipt by the Company of any sum due under a call, that call may be revoked in whole or in part and payment of a call may be postponed<br>in whole or in part. Where a call is to be paid in instalments, the Company may revoke the call in respect of all or any remaining instalments<br>in whole or in part and may postpone payment of all or any of the remaining instalments in whole or in part. |
| --- | --- |
| 5.3 | A<br> Member on whom a call is made shall remain liable for that call notwithstanding the subsequent<br> transfer of the Shares in respect of which the call was made. He shall not be liable for<br> calls made after he is no longer registered as Member in respect of those Shares. |
| --- | --- |
Timewhen call made
| 5.4 | A<br> call shall be deemed to have been made at the time when the resolution of the Directors authorising<br> the call was passed. |
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| --- |
Liabilityof joint holders
| 5.5 | Members<br>registered as the joint holders of a Share shall be jointly and severally liable to pay all calls in respect of the Share. |
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Intereston unpaid calls
| 5.6 | If<br>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<br>unpaid from the day it became due and payable until it is paid: |
|---|---|
| (a) | at<br>the rate fixed by the terms of allotment of the Share or in the notice of the call; or |
| --- | --- |
| (b) | if<br>no rate is fixed, at the Default Rate. |
| --- | --- |
The Directors may waive payment of the interest wholly or in part.
Deemedcalls
| 5.7 | Any<br> amount payable in respect of a Share, whether on allotment or on a fixed date or otherwise,<br> shall be deemed to be payable as a call. If the amount is not paid when due the provisions<br> of these Articles shall apply as if the amount had become due and payable by virtue of a<br> call. |
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Powerto accept early payment
| 5.8 | The<br> Company may accept from a Member the whole or a part of the amount remaining unpaid on Shares<br> held by him although no part of that amount has been called up. |
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Powerto make different arrangements at time of issue of Shares
| 5.9 | Subject<br> to the terms of allotment, the Directors may make arrangements on the issue of Shares to<br> distinguish between Members in the amounts and times of payment of calls on their Shares. |
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Noticeof default
| 5.10 | If<br> a call remains unpaid after it has become due and payable the Directors may give to the person<br> from whom it is due not less than 14 Clear Days’ notice requiring payment of: |
|---|---|
| (a) | the<br>amount unpaid; |
| --- | --- |
| (b) | any<br>interest which may have accrued; and |
| --- | --- |
| (c) | any<br>expenses which have been incurred by the Company due to that person’s default. |
| --- | --- |
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5.11 The notice shall state the following:
| (a) | the<br>place where payment is to be made; and |
|---|---|
| (b) | a<br>warning that if the notice is not complied with the Shares in respect of which the call is made will be liable to be forfeited. |
| --- | --- |
Forfeitureor surrender of Shares
| 5.12 | If<br> the notice given pursuant to Article 5.10 is not complied with, the Directors may, before<br> the payment required by the notice has been received, resolve that any Share the subject<br> of that notice be forfeited. The forfeiture shall include all dividends or other monies payable<br> in respect of the forfeited Share and not paid before the forfeiture. Despite the foregoing,<br> the Board may determine that any Share the subject of that notice be accepted by the Company<br> as surrendered by the Member holding that Share in lieu of forfeiture. |
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Disposalof forfeited or surrendered Share and power to cancel forfeiture or surrender
| 5.13 | A<br> forfeited or surrendered Share may be sold, re-allotted or otherwise disposed of on such<br> terms and in such manner as the Board determine either to the former Member who held that<br> Share or to any other person. The forfeiture or surrender may be cancelled on such terms<br> as the Directors think fit at any time before a sale, re-allotment or other disposition.<br> Where, for the purposes of its disposal, a forfeited or surrendered Share is to be transferred<br> to any person, the Directors may authorise some person to execute an instrument of transfer<br> of the Share to the transferee. The Directors may accept the surrender for no consideration<br> of any Share in accordance with the Act. |
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Effectof forfeiture or surrender on former Member
| 5.14 | On forfeiture or surrender: |
|---|---|
| (a) | the<br>name of the Member concerned shall be removed from the register of Members as the holder of those Shares and that person shall cease<br>to be a Member in respect of those Shares; and |
| --- | --- |
| (b) | that<br>person shall surrender to the Company for cancellation the certificate (if any) for the<br>forfeited or surrendered Shares. |
| --- | --- |
| 5.15 | Despite<br> the forfeiture or surrender of his Shares, that person shall remain liable to the Company<br> for all monies which at the date of forfeiture or surrender were presently payable by him<br> to the Company in respect of those Shares together with: |
| --- | --- |
| (a) | all<br>expenses; and |
| --- | --- |
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| --- | | (b) | interest<br>from the date of forfeiture or surrender until payment: | | --- | --- | | (i) | at<br>the rate of which interest was payable on those monies before forfeiture; or | | --- | --- | | (ii) | if<br>no interest was so payable, at the Default Rate. | | --- | --- |
The Directors, however, may waive payment wholly or in part.
Evidenceof forfeiture or surrender
| 5.16 | A<br> declaration, whether statutory or under oath, made by a Director or the Secretary shall be<br> conclusive evidence of the following matters stated in it as against all persons claiming<br> to be entitled to forfeited Shares: |
|---|---|
| (a) | that<br>the person making the declaration is a Director or Secretary of the Company, and |
| --- | --- |
| (b) | that<br>the particular Shares have been forfeited or surrendered on a particular date. |
| --- | --- |
Subject to the execution of an instrument of transfer, if necessary, the declaration shall constitute good title to the Shares.
Saleof forfeited or surrendered Shares
| 5.17 | Any<br> person to whom the forfeited or surrendered Shares are disposed of shall not be bound to<br> see to the application of the consideration, if any, of those Shares nor shall his title<br> to the Shares be affected by any irregularity in, or invalidity of the proceedings in respect<br> of, the forfeiture, surrender or disposal of those Shares. |
|---|---|
| 6 | Transferof Shares |
| --- | --- |
Formof Transfer
| 6.1 | Subject<br>to the following Articles about the transfer of Shares, and provided that such transfer complies with applicable rules of the Designated<br>Stock Exchange, a Member may freely transfer Shares to another person by completing an instrument of transfer in a common form or in<br>a form prescribed by the Designated Stock Exchange (if such Shares are listed on the Designated Stock Exchange) or in any other form<br>approved by the Directors, executed: |
|---|---|
| (a) | where<br>the Shares are Fully Paid, by or on behalf of that Member; and |
| --- | --- |
| (b) | where<br>the Shares are partly paid, by or on behalf of that Member and the transferee. |
| --- | --- |
| 6.2 | The<br> transferor shall be deemed to remain the holder of a Share until the name of the transferee<br> is entered into the register of Members. |
| --- | --- |
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Powerto refuse registration for Shares not listed on a Designated Stock Exchange
| 6.3 | Where<br> the Shares of any class in question are not listed on or subject to the rules of any Designated<br> Stock Exchange, the Directors may in their absolute discretion decline to register any transfer<br> of such Shares which are not Fully Paid Up or on which the Company has a lien. |
|---|---|
| 6.4 | The<br> Directors may also, but are not required to, decline to register any transfer of any such<br> Share unless: |
| --- | --- |
| (a) | the<br>instrument of transfer is lodged with the Company, accompanied by the certificate (if any) for the Shares to which it relates and such<br>other evidence as the Board may reasonably require to show the right of the transferor to make the transfer; |
| --- | --- |
| (b) | the<br>instrument of transfer is in respect of only one class of Shares; |
| --- | --- |
| (c) | the<br>instrument of transfer is properly stamped, if required; |
| --- | --- |
| (d) | in<br>the case of a transfer to joint holders, the number of joint holders to whom the Share is to be transferred does not exceed four; |
| --- | --- |
| (e) | the<br>Shares transferred are Fully Paid Up and free of any lien in favour of the Company; and |
| --- | --- |
| (f) | any<br>applicable fee of such maximum sum as the Designated Stock Exchanges (to the extent applicable) may determine to be payable, or such<br>lesser sum as the Board may from time to time require, related to the transfer is paid to the Company. |
| --- | --- |
Suspensionof transfers
| 6.5 | The<br> registration of transfers may, on 14 Clear Days’ notice being given by advertisement<br> in such one or more newspapers or by electronic means, be suspended and the register of Members<br> closed at such times and for such periods as the Directors may, in their absolute discretion,<br> from time to time determine, provided always that such registration of transfer shall not<br> be suspended nor the register of Members closed for more than 30 Clear Days in any year. |
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Companymay retain instrument of transfer
| 6.6 | All<br>instruments of transfer that are registered shall be retained by the Company. |
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Noticeof refusal to register
| 6.7 | If<br>the Directors refuse to register a transfer of any Shares of any class not listed on a Designated Stock Exchange, they shall within one<br>month after the date on which the instrument of transfer was lodged with the Company send to each of the transferor and the transferee<br>notice of the refusal. |
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| --- | | 7 | Transmissionof Shares | | --- | --- |
Personsentitled on death of a Member
| 7.1 | If<br>a Member dies, the only persons recognised by the Company as having any title to the deceased Members’ interest are the following: |
|---|---|
| (a) | where<br>the deceased Member was a joint holder, the survivor or survivors; and |
| --- | --- |
| (b) | where<br>the deceased Member was a sole holder, that Member’s personal representative or representatives. |
| --- | --- |
| 7.2 | Nothing<br>in these Articles shall release the deceased Member’s estate from any liability in respect of any Share, whether the deceased was<br>a sole holder or a joint holder. |
| --- | --- |
Registrationof transfer of a Share following death or bankruptcy
| 7.3 | A<br> person becoming entitled to a Share in consequence of the death or bankruptcy of a Member<br> may elect to do either of the following: |
|---|---|
| (a) | to<br>become the holder of the Share; or |
| --- | --- |
| (b) | to<br>transfer the Share to another person. |
| --- | --- |
| 7.4 | That<br> person must produce such evidence of his entitlement as the Directors may properly require. |
| --- | --- |
| 7.5 | If<br>the person elects to become the holder of the Share, he must give notice to the Company to that effect. For the purposes of these Articles,<br>that notice shall be treated as though it were an executed instrument of transfer. |
| --- | --- |
| 7.6 | If<br>the person elects to transfer the Share to another person then: |
| --- | --- |
| (a) | if<br>the Share is Fully Paid Up, the transferor must execute an instrument of transfer; and |
| --- | --- |
| (b) | if<br>the Share is nil or Partly Paid Up, the transferor and the transferee must execute an instrument of transfer. |
| --- | --- |
| 7.7 | All<br> the Articles relating to the transfer of Shares shall apply to the notice or, as appropriate,<br> the instrument of transfer. |
| --- | --- |
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Indemnity
| 7.8 | A<br> person registered as a Member by reason of the death or bankruptcy of another Member shall<br> indemnify the Company and the Directors against any loss or damage suffered by the Company<br> or the Directors as a result of that registration. |
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Rightsof person entitled to a Share following death or bankruptcy
| 7.9 | A<br> person becoming entitled to a Share by reason of the death or bankruptcy of a Member shall<br> have the rights to which he would be entitled if he were registered as the holder of the<br> Share. But, until he is registered as Member in respect of the Share, he shall not be entitled<br> to attend or vote at any meeting of the Company or at any separate meeting of the holders<br> of that class of Shares. |
|---|---|
| 8 | Alterationof capital |
| --- | --- |
Increasing,consolidating, converting, dividing and cancelling share capital
| 8.1 | To<br>the fullest extent permitted by the Act, the Company may by Ordinary Resolution do any of the following and amend its Memorandum for<br>that purpose: |
|---|---|
| (a) | increase<br>its share capital by new Shares of the amount fixed by that Ordinary Resolution and with the attached rights, priorities and privileges<br>set out in that Ordinary Resolution; |
| --- | --- |
| (b) | consolidate<br>and divide all or any of its share capital into Shares of larger amount than its existing Shares; |
| --- | --- |
| (c) | convert<br>all or any of its Paid Up Shares into stock, and reconvert that stock into Paid Up Shares of any denomination; |
| --- | --- |
| (d) | sub-divide<br>its Shares or any of them into Shares of an amount smaller than that fixed by the Memorandum, so, however, that in the sub-division,<br>the proportion between the amount paid and the amount, if any, unpaid on each reduced Share shall be the same as it was in case of the<br>Share from which the reduced Share is derived; and |
| --- | --- |
| (e) | cancel<br>Shares which, at the date of the passing of that Ordinary Resolution, have not been taken or agreed to be taken by any person, and diminish<br>the amount of its share capital by the amount of the Shares so cancelled or, in the case of Shares without nominal par value, diminish<br>the number of Shares into which its capital is divided. |
| --- | --- |
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Dealingwith fractions resulting from consolidation of Shares
| 8.2 | Whenever,<br> as a result of a consolidation of Shares, any Members would become entitled to fractions<br> of a Share the Directors may on behalf of those Members deal with the fractions as it thinks<br> fit, including (without limitation): |
|---|---|
| (a) | either<br>round up or down the fraction to the nearest whole number, such rounding to be determined by the Directors acting in their sole discretion; |
| --- | --- |
| (b) | sell<br>the Shares representing the fractions for the best price reasonably obtainable to any person (including, subject to the provisions of<br>the Act, the Company); or |
| --- | --- |
| (c) | distribute<br>the net proceeds in due proportion among those Members. |
| --- | --- |
| 8.3 | For<br>the purposes of Article 8.2, the Directors may authorise some person to execute an instrument of transfer of the Shares to, in accordance<br>with the directions of, the purchaser. The transferee shall not be bound to see to the application of the purchase money nor shall the<br>transferee’s title to the Shares be affected by any irregularity in, or invalidity of, the proceedings in respect of the sale. |
| --- | --- |
Reducingshare capital
| 8.4 | Subject<br> to the Act and to any rights for the time being conferred on the Members holding a particular<br> class of Shares, the Company may, by Special Resolution, reduce its share capital in any<br> way. |
|---|---|
| 9 | Redemptionand purchase of own Shares |
| --- | --- |
Powerto issue redeemable Shares and to purchase own Shares
| 9.1 | Subject<br>to the Act and to any rights for the time being conferred on the Members holding a particular class of Shares, the Company may by its<br>Directors: |
|---|---|
| (a) | issue<br>Shares that are to be redeemed or liable to be redeemed, at the option of the Company or the Member holding those redeemable Shares,<br>on the terms and in the manner its Directors determine before the issue of those Shares; |
| --- | --- |
| (b) | with<br>the consent by Special Resolution of the Members holding Shares of a particular class, vary the rights attaching to that class of Shares<br>so as to provide that those Shares are to be redeemed or are liable to be redeemed at the option of the Company on the terms and in the<br>manner which the Directors determine at the time of such variation; and |
| --- | --- |
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| --- | | (c) | purchase<br>all or any of its own Shares of any class including any redeemable Shares on the terms and in the manner which the Directors determine<br>at the time of such purchase. | | --- | --- |
The Company may make a payment in respect of the redemption or purchase of its own Shares in any manner authorised by the Act, including out of any combination of the following: capital, its profits and the proceeds of a fresh issue of Shares.
Powerto pay for redemption or purchase in cash or in specie
| 9.2 | When<br>making a payment in respect of the redemption or purchase of Shares, the Directors may make the payment in cash or in specie (or<br>partly in one and partly in the other) if so authorised by the terms of the allotment of those Shares or by the terms applying to those<br>Shares in accordance with Article 9.1, or otherwise by agreement with the Member holding those Shares. |
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Effectof redemption or purchase of a Share
| 9.3 | Upon<br>the date of redemption or purchase of a Share: |
|---|---|
| (a) | the<br>Member holding that Share shall cease to be entitled to any rights in respect of the Share other than the right to receive: |
| --- | --- |
| (i) | the<br>price for the Share; and |
| --- | --- |
| (ii) | any<br>dividend declared in respect of the Share prior to the date of redemption or purchase; |
| --- | --- |
| (b) | the<br>Member’s name shall be removed from the register of Members with respect to the Share; and |
| --- | --- |
| (c) | the<br>Share shall be cancelled or held as a Treasury Share, as the Directors may determine. |
| --- | --- |
| 9.4 | For<br>the purpose of Article 9.3, the date of redemption or purchase is the date when the Member’s name is removed from the register of Members<br>with respect to the Shares the subject of the redemption or purchase. |
| --- | --- |
| 10 | Meetingsof Members |
| --- | --- |
Annualand extraordinary general meetings
| 10.1 | The<br> Company may, but shall not (unless required by the applicable Designated Stock Exchange Rules)<br> be obligated to, in each year hold a general meeting as an annual general meeting, which,<br> if held, shall be convened by the Board, in accordance with these Articles. |
|---|---|
| 10.2 | All<br> general meetings other than annual general meetings shall be called extraordinary general<br> meetings. |
| --- | --- |
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Powerto call meetings
| 10.3 | The<br>Directors may call a general meeting at any time. |
|---|---|
| 10.4 | If<br>there are insufficient Directors to constitute a quorum and the remaining Directors are unable to agree on the appointment of additional<br>Directors, the Directors must call a general meeting for the purpose of appointing additional Directors. |
| --- | --- |
| 10.5 | The<br> Directors must also call a general meeting if requisitioned in the manner set out in the<br> next two Articles. |
| --- | --- |
| 10.6 | The<br> requisition must be in writing and given by one or more Member(s) who together hold(s) at<br> least ten per cent of the rights to vote at such general meeting. |
| --- | --- |
| 10.7 | The<br>requisition must also: |
| --- | --- |
| (a) | specify<br>the purpose of the meeting. |
| --- | --- |
| (b) | be<br>signed by or on behalf of each requisitioner (and for this purpose each joint holder shall be obliged to sign). The requisition may consist<br>of several documents in like form signed by one or more of the requisitioners; and |
| --- | --- |
| (c) | be<br>delivered in accordance with the notice provisions. |
| --- | --- |
| 10.8 | Should<br> the Directors fail to call a general meeting within 21 Clear Days’ from the date of<br> receipt of a requisition, the requisitioners or any of them may call a general meeting within<br> three months after the end of that period. |
| --- | --- |
| 10.9 | Without<br> limitation to the foregoing, if there are insufficient Directors to constitute a quorum and<br> the remaining Directors are unable to agree on the appointment of additional Directors, any<br> one or more Member(s) who together hold(s) at least five (5) per vent of the rights to vote<br> at a general meeting may call a general meeting for the purpose of considering the business<br> specified in the notice of meeting which shall include as an item of business the appointment<br> of additional Directors. |
| --- | --- |
| 10.10 | If<br> the Member(s) call(s) a meeting under the above provisions, the Company shall reimburse their<br> reasonable expenses. |
| --- | --- |
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Contentof notice
| 10.11 | Notice<br>of a general meeting shall specify each of the following: |
|---|---|
| (a) | place,<br>the date and the hour of the meeting; |
| --- | --- |
| (b) | whether<br>the meeting will be held virtually, at a physical place or both; |
| --- | --- |
| (c) | if<br>the meeting is to be held in any part at a physical place, the address of such place; |
| --- | --- |
| (d) | if<br>the meeting is to be held in two or more places, or in any part virtually, the Electronic Communication Facilities that will be used<br>to facilitate the meeting including the procedures to be followed by any Member or other participant of the meeting who wishes to utilise<br>such Electronic Communication Facilities for the purposes of attending and participating in such meeting; |
| --- | --- |
| (e) | subject<br>to paragraph (f) and the requirements of (to the extent applicable) the Designated Stock Exchange Rules, the general nature of the business<br>to be transacted; and |
| --- | --- |
| (f) | if<br>a resolution is proposed as a Special Resolution, the text of that resolution. |
| --- | --- |
| 10.12 | In<br>each notice there shall appear with reasonable prominence the following statements: |
| --- | --- |
| (a) | that<br>a Member who is entitled to attend and vote is entitled to appoint one or more proxies to attend and vote instead of that Member; and |
| --- | --- |
| (b) | that<br>a proxyholder need not be a Member. |
| --- | --- |
Periodof notice
| 10.13 | At<br>least five (5) Clear Days’ notice must be given to Members for any general meeting. |
|---|---|
| 10.14 | Subject<br>to the Act, a meeting may be convened on shorter notice, subject to the Act with the consent of the Member or Members who, individually<br>or collectively, hold at least ninety per cent of the voting rights of all those who have a right to vote at that meeting. |
| --- | --- |
Personsentitled to receive notice
| 10.15 | Subject<br> to the provisions of these Articles and to any restrictions imposed on any Shares, the notice<br> shall be given to the following people: |
|---|---|
| (a) | the<br>Members; and |
| --- | --- |
| (b) | persons<br>entitled to a Share in consequence of the death or bankruptcy of a Member. |
| --- | --- |
| 10.16 | The<br>Board may determine that the Members entitled to receive notice of, attend and vote at a meeting are those persons entered on the register<br>of Members at the close of business on a day determined by the Board. |
| --- | --- |
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Accidentalomission to give notice or non-receipt of notice
| 10.17 | Proceedings<br>at a meeting shall not be invalidated by the following: |
|---|---|
| (a) | an<br>accidental failure to give notice of the meeting to any person entitled to notice; or |
| --- | --- |
| (b) | non-receipt<br>of notice of the meeting by any person entitled to notice. |
| --- | --- |
| 10.18 | In<br> addition, where a notice of meeting is published on a website proceedings at the meeting<br> shall not be invalidated merely because it is accidentally published: |
| --- | --- |
| (a) | in<br>a different place on the website; or |
| --- | --- |
| (b) | for<br>part only of the period from the date of the notification until the conclusion of the meeting to which the notice relates. |
| --- | --- |
| 11 | Proceedingsat meetings of Members |
| --- | --- |
Quorum
| 11.1 | Save<br> as provided in the following Article, no business shall be transacted at any meeting unless<br> a quorum is present in person or by proxy at the meeting. A quorum is as follows: |
|---|---|
| (a) | if<br>the Company has only one Member: that Member; |
| --- | --- |
| (b) | if<br>the Company has more than one Member: one or more Members holding Shares that represent not less than one-third of the outstanding Shares<br>carrying the right to vote at such general meeting. |
| --- | --- |
Lackof quorum
| 11.2 | If<br> a quorum is not present at the meeting within fifteen minutes of the time appointed for the<br> meeting, or if at any time during the meeting it becomes inquorate, then the following provisions<br> apply: |
|---|---|
| (a) | If<br>the meeting was requisitioned by Member(s), it shall be cancelled. |
| --- | --- |
| (b) | In<br>any other case, the meeting shall stand adjourned to the same time and place seven days hence, or to such other time or place as is determined<br>by the Directors. If a quorum is not present at the meeting within fifteen minutes of the time appointed for the adjourned meeting, then<br>the Members present in person or by proxy at the meeting shall constitute a quorum. |
| --- | --- |
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Chairman
| 11.3 | The<br> chairman of a general meeting (including any Virtual Meeting) shall be the chairman of the<br> Board or such other Director as the Directors may determine. Absent any such person being<br> present at the meeting within fifteen minutes of the time appointed for the meeting, the<br> Directors present shall elect one of their number to chair the meeting. The chairman of the<br> meeting shall be entitled to attend and participate at any such general meeting by means<br> of Electronic Communication Facilities, and to act as the chairman of such general meeting,<br> in which event the chairman of the meeting shall be deemed to be present at the meeting. |
|---|---|
| 11.4 | If<br> no Director is present within fifteen minutes of the time appointed for the meeting, or if<br> no Director is willing to act as chairman, the Members present in person or by proxy and<br> entitled to vote shall choose one of their number to chair the meeting. |
| --- | --- |
Rightof a Director to attend and speak
| 11.5 | Even<br> if a Director is not a Member, he shall be entitled to attend and speak at any general meeting<br> and at any separate meeting of Members holding a particular class of Shares. |
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Accommodationof Members at Virtual Meeting
| 11.6 | A<br> Member entitled to receive notice and attend a meeting will be deemed to be in attendance<br> at such meeting despite their attendance being virtual if adequate facilities are available<br> to ensure that the Member is able to: |
|---|---|
| (a) | to<br>participate in the business for which the meeting has been convened; and |
| --- | --- |
| (b) | to<br>hear all that happens at the meeting. |
| --- | --- |
Without limiting the generality of the foregoing, the Directors may determine that any general meeting may be held as a Virtual Meeting.
Security
| 11.7 | In<br> addition to any measures which the Board may be required to take due to the location or venue<br> of the meeting, the Board may make any arrangement and impose any restriction it considers<br> appropriate and reasonable in the circumstances to ensure the security of a meeting including,<br> without limitation, the searching of any person attending the meeting and the imposing of<br> restrictions on the items of personal property that may be taken into the meeting place.<br> The Board may refuse entry to, or eject from, a meeting a person who refuses to comply with<br> any such arrangements or restrictions. |
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Adjournment,postponement and cancellation
| 11.8 | A<br>meeting may be: |
|---|---|
| (a) | postponed<br>or cancelled prior to the meeting at the discretion of the Directors by written notice provided to all persons entitled to attend the<br>meeting, unless the meeting was requisitioned by Member(s) or otherwise called by Member(s) pursuant to Article 10; or |
| --- | --- |
| (b) | adjourned,<br>with or without an appointed date for resumption, at any time during the meeting at the discretion of the chairman with the consent of<br>the Member(s) constituting a quorum. |
| --- | --- |
| The | chairman<br>must adjourn the meeting if so directed by the Member(s) constituting a quorum at the meeting. No business, however, can be transacted<br>at an adjourned or postponed meeting other than business which might properly have been transacted at the original meeting. |
| --- | --- |
| 11.9 | Should<br> a meeting be adjourned for more than seven (7) Clear Days, whether because of a lack of quorum<br> or otherwise, Members shall be given at least seven (7) Clear Days’ notice of the date, time<br> and place of the adjourned meeting and the general nature of the business to be transacted.<br> Otherwise it shall not be necessary to give any notice of the adjournment. |
| --- | --- |
Methodof voting
| 11.10 | A<br>resolution put to the vote of the meeting shall be decided on a poll. |
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Takingof a poll
| 11.11 | A<br> poll shall be taken in such manner as the chairman directs. He may appoint scrutineers (who<br> need not be Members) and fix a place and time for declaring the result of the poll. If, through<br> the aid of technology, the meeting is held as a Virtual Meeting or in more than one place,<br> the chairman may appoint scrutineers virtually and in more than one place; but if he considers<br> that the poll cannot be effectively monitored at that meeting, the chairman shall adjourn<br> the holding of the poll to a date, place and time when that can occur. |
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Chairman’scasting vote
| 11.12 | In<br> the case of an equality of votes, the Chairman of the meeting shall be entitled to a second<br> or casting vote. |
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Writtenresolutions
| 11.13 | Without<br> limitation to section 60(1) of the Act, Members may pass a Special Resolution in writing<br> without holding a meeting if the following conditions are met: |
|---|---|
| (a) | all<br>Members entitled to vote on the resolution are given notice of the resolution as if the same were being proposed at a meeting of Members; |
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| --- | | (b) | all<br>Members entitled so to vote; | | --- | --- | | (i) | sign<br>a document; or | | --- | --- | | (ii) | sign<br> several documents in the like form each signed by one or more of those Members; and | | --- | --- | | (c) | the<br>signed document or documents is or are delivered to the Company, including, if the Company so nominates, by delivery of an Electronic<br>Record by Electronic means to the address specified for that purpose. | | --- | --- |
Such written resolution, which shall be as effective as if it had been passed at a meeting of the Members entitled to vote duly convened and held, is passed when all such Members have so signified their agreement to the resolution.
| 11.14 | Members<br> may pass an Ordinary Resolution in writing without holding a meeting if the following conditions<br> are met: |
|---|---|
| (a) | all<br>Members entitled to vote on the resolution are: |
| --- | --- |
| (i) | given<br>notice of the resolution as if the same were being proposed at a meeting of Members; and |
| --- | --- |
| (ii) | notified<br>in the same or an accompanying notice of the date by which the resolution must be passed if it is not to lapse, being a period of five<br>(5) Clear Days beginning with the date that the notice is first given; |
| --- | --- |
| (b) | the<br>required majority of the Members entitled so to vote: |
| --- | --- |
| (i) | sign<br>a document; or |
| --- | --- |
| (ii) | sign<br>several documents in the like form each signed by one or more of those Members; and |
| --- | --- |
| (c) | the<br>signed document or documents is or are delivered to the Company, including, if the Company so nominates, by delivery of an Electronic<br>Record by Electronic means to the address specified for that purpose. |
| --- | --- |
Such written resolution, which shall be as effective as if it had been passed at a meeting of the Members entitled to vote duly convened and held, is passed upon the later of these dates:
(1) subject to the following Article, the date next immediately following the end of the period of five (5) Clear Days beginning with the date that notice of the resolution is first given and (ii) the date when the required majority have so signified their agreement to the resolution.
However, the proposed written resolution lapses if it is not passed before the end of the period of 14 days beginning with the date that notice of it is first given.
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| --- | | 11.15 | If<br> all Members entitled to be given notice of the Ordinary Resolution consent, a written resolution<br> may be passed as soon as the required majority have signified their agreement to the resolution,<br> without any minimum period of time having first elapsed. Save that the consent of the majority<br> may be incorporated in the written resolution, each consent shall be in writing or given<br> by Electronic Record and shall otherwise be given to the Company in accordance with Article<br> 28 (Notices) prior to the written resolution taking effect. | | --- | --- | | 11.16 | The<br> Directors may determine the manner in which written resolutions shall be put to Members.<br> In particular, they may provide, in the form of any written resolution, for each Member to<br> indicate, out of the number of votes the Member would have been entitled to cast at a meeting<br> to consider the resolution, how many votes he wishes to cast in favour of the resolution<br> and how many against the resolution or to be treated as abstentions. The result of any such<br> written resolution shall be determined on the same basis as on a poll. | | --- | --- | | 11.17 | If<br> a written resolution is described as a Special Resolution or as an Ordinary Resolution, it<br> has effect accordingly. | | --- | --- | | 11.18 | The<br> Directors may determine the manner in which written resolutions shall be put to Members.<br> In particular, they may provide, in the form of any written resolution, for each Member to<br> indicate, out of the number of votes the Member would have been entitled to cast at a meeting<br> to consider the resolution, how many votes he wishes to cast in favour of the resolution<br> and how many against the resolution or to be treated as abstentions. The result of any such<br> written resolution shall be determined on the same basis as on a poll. | | --- | --- |
Sole-MemberCompany
| 11.19 | If<br> the Company has only one Member, and the Member records in writing his decision on a question,<br> that record shall constitute both the passing of a resolution and the minute of it. |
|---|---|
| 12 | Votingrights of Members |
| --- | --- |
Rightto vote
| 12.1 | Unless<br> their Shares carry no right to vote, or unless a call or other amount presently payable has<br> not been paid, all Members are entitled to vote at a general meeting and all Members holding<br> Shares of a particular class of Shares are entitled to vote at a meeting of the holders of<br> that class of Shares. Unless otherwise required under the Act or by these Articles, 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. |
|---|---|
| 12.2 | Members<br>may vote in person or by proxy. |
| --- | --- |
| 12.3 | On<br>a poll, each Class A Ordinary Share shall be entitled to one (1) vote on all matters subject to vote at general meetings of the Company,<br>and each Class B Ordinary Share shall be entitled to twenty (20) votes on all matters subject to vote at general meetings of the Company.<br>A fraction of a Class A Ordinary Share shall entitle its holder to an equivalent fraction of one (1) vote, and a fraction of a Class<br>B Ordinary Share shall entitle its holder to an equivalent fraction of twenty (20) votes. |
| --- | --- |
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| --- | | 12.4 | No<br> Member is bound to vote on his Shares or any of them; nor is he bound to vote each of his<br> Shares in the same way. | | --- | --- |
Rightsof joint holders
| 12.5 | If<br> Shares are held jointly, only one of the joint holders may vote. If more than one of the<br> joint holders tenders a vote, the vote of the holder whose name in respect of those Shares<br> appears first in the register of Members shall be accepted to the exclusion of the votes<br> of the other joint holder. |
|---|
Representationof corporate Members
| 12.6 | Save<br> where otherwise provided, a corporate Member must act by a duly authorised representative. |
|---|---|
| 12.7 | A<br> corporate Member wishing to act by a duly authorised representative must identify that person<br> to the Company by notice in writing. |
| --- | --- |
| 12.8 | The<br>authorisation may be for any period of time, and must be delivered to the Company before the commencement of the meeting at which it<br>is first used. |
| --- | --- |
| 12.9 | The<br>Directors of the Company may require the production of any evidence which they consider necessary to determine the validity of the notice. |
| --- | --- |
| 12.10 | Where<br> a duly authorised representative is present at a meeting that Member is deemed to be present<br> in person; and the acts of the duly authorised representative are personal acts of that Member. |
| --- | --- |
| 12.11 | A<br> corporate Member may revoke the appointment of a duly authorised representative at any time<br> by notice to the Company; but such revocation will not affect the validity of any acts carried<br> out by the duly authorised representative before the Directors of the Company had actual<br> notice of the revocation. |
| --- | --- |
Memberwith mental disorder
| 12.12 | A<br> Member in respect of whom an order has been made by any court having jurisdiction (whether<br> in the Cayman Islands or elsewhere) in matters concerning mental disorder may vote by that<br> Member’s receiver, curator bonis or other person authorised in that behalf appointed<br> by that court. |
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| --- | | 12.13 | For<br> the purpose of the preceding Article, evidence to the satisfaction of the Directors of the<br> authority of the person claiming to exercise the right to vote must be received not less<br> than 24 hours before holding the relevant meeting or the adjourned meeting in any manner<br> specified for the delivery of forms of appointment of a proxy, whether in writing or by Electronic<br> means. In default, the right to vote shall not be exercisable. | | --- | --- |
Objectionsto admissibility of votes
| 12.14 | An<br> objection to the validity of a person’s vote may only be raised at the meeting or at<br> the adjourned meeting at which the vote is sought to be tendered. Any objection duly made<br> shall be referred to the chairman whose decision shall be final and conclusive. |
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Formof proxy
| 12.15 | An<br> instrument appointing a proxy shall be in any common form or in any other form approved by<br> the Directors. |
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| 12.16 | The<br>instrument must be in writing and signed in one of the following ways: |
| --- | --- |
| (a) | by<br>the Member; or |
| --- | --- |
| (b) | by<br>the Member’s authorised attorney; or |
| --- | --- |
| (c) | if<br>the Member is a corporation or other body corporate, under seal or signed by an authorised officer, secretary or attorney. |
| --- | --- |
If the Directors so resolve, the Company may accept an Electronic Record of that instrument delivered in the manner specified below and otherwise satisfying the Articles about authentication of Electronic Records.
| 12.17 | The<br> Directors may require the production of any evidence which they consider necessary to determine<br> the validity of any appointment of a proxy. |
|---|---|
| 12.18 | A<br> Member may revoke the appointment of a proxy at any time by notice to the Company duly signed<br> in accordance with Article 12.16. |
| --- | --- |
| 12.19 | No<br> revocation by a Member of the appointment of a proxy made in accordance with Article 12.18<br> will affect the validity of any acts carried out by the relevant proxy before the Directors<br> of the Company had actual notice of the revocation. |
| --- | --- |
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Howand when proxy is to be delivered
| 12.20 | Subject<br> to the following Articles, the Directors may, in the notice convening any meeting or adjourned<br> meeting, or in an instrument of proxy sent out by the Company, specify the manner by which<br> the instrument appointing a proxy shall be deposited and the place and the time (being not<br> later than the time appointed for the commencement of the meeting or adjourned meeting to<br> which the proxy relates) at which the instrument appointing a proxy shall be deposited. In<br> the absence of any such direction from the Directors in the notice convening any meeting<br> or adjourned meeting or in an instrument of proxy sent out by the Company, the form of appointment<br> of a proxy and any authority under which it is signed (or a copy of the authority certified<br> notarially or in any other way approved by the Directors) must be delivered so that it is<br> received by the Company before the time for holding the meeting or adjourned meeting at which<br> the person named in the form of appointment of proxy proposes to vote. They must be delivered<br> in either of the following ways: |
|---|---|
| (a) | In<br>the case of an instrument in writing, it must be left at or sent by post: |
| --- | --- |
| (i) | to<br>the registered office of the Company; or |
| --- | --- |
| (ii) | to<br>such other place specified in the notice convening the meeting or in any form of appointment of proxy sent out by the Company in relation<br>to the meeting. |
| --- | --- |
| (b) | If,<br>pursuant to the notice provisions, a notice may be given to the Company in an Electronic Record, an Electronic Record of an appointment<br>of a proxy must be sent to the address specified pursuant to those provisions unless another address for that purpose is specified: |
| --- | --- |
| (i) | in<br>the notice convening the meeting; or |
| --- | --- |
| (ii) | in<br>any form of appointment of a proxy sent out by the Company in relation to the meeting; or |
| --- | --- |
| (iii) | in<br>any invitation to appoint a proxy issued by the Company in relation to the meeting. |
| --- | --- |
| (c) | Notwithstanding<br>Article 12.20(a) and Article 12.20(b), the chairman of the Company may, in any event at his discretion, direct that an instrument of<br>proxy shall be deemed to have been duly deposited. |
| --- | --- |
| 12.21 | If<br>the form of appointment of proxy is not delivered on time, it is invalid. |
| --- | --- |
| 12.22 | When<br> two or more valid but differing appointments of proxy are delivered or received in respect<br> of the same Share for use at the same meeting and in respect of the same matter, the one<br> which is last validly delivered or received (regardless of its date or of the date of its<br> execution) shall be treated as replacing and revoking the other or others as regards that<br> Share. lf the Company is unable to determine which appointment was last validly delivered<br> or received, none of them shall be treated as valid in respect of that Share. |
| --- | --- |
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| --- | | 12.23 | The<br> Board may at the expense of the Company send forms of appointment of proxy to the Members<br> by post (that is to say, pre-paying and posting a letter), or by Electronic communication<br> or otherwise (with or without provision for their return by pre-paid post) for use at any<br> general meeting or at any separate meeting of the holders of any class of Shares, either<br> blank or nominating as proxy in the alternative any one or more of the Directors or any other<br> person. lf for the purpose of any meeting invitations to appoint as proxy a person or one<br> of a number of persons specified in the invitations are issued at the Company’s expense,<br> they shall be issued to all (and not to some only) of the Members entitled to be sent notice<br> of the meeting and to vote at it. The accidental omission to send such a form of appointment<br> or to give such an invitation to, or the non-receipt of such form of appointment by, any<br> Member entitled to attend and vote at a meeting shall not invalidate the proceedings at that<br> meeting | | --- | --- |
Votingby proxy
| 12.24 | A<br> proxy shall have the same voting rights at a meeting or adjourned meeting as the Member would<br> have had except to the extent that the instrument appointing him limits those rights. Notwithstanding<br> the appointment of a proxy, a Member may attend and vote at a meeting or adjourned meeting.<br> If a Member votes on any resolution a vote by his proxy on the same resolution, unless in<br> respect of different Shares, shall be invalid. |
|---|---|
| 12.25 | The<br> instrument appointing a proxy to vote at a meeting shall not confer any further right to<br> speak at the meeting, except with the permission of the chairman of the meeting. |
| --- | --- |
13 Number of Directors
| 13.1 | There<br> shall be a Board consisting of not less than one person provided however that the Company<br> may by Ordinary Resolution increase or reduce the limits in the number of Directors. Unless<br> fixed by Ordinary Resolution, the maximum number of Directors shall be unlimited. |
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14 Appointment, disqualification and removal of Directors
FirstDirectors
| 14.1 | The<br> first Directors shall be appointed in writing by the subscriber or subscribers to the Memorandum,<br> or a majority of them. |
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Noage limit
| 14.2 | There<br>is no age limit for Directors save that they must be at least eighteen years of age. |
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CorporateDirectors
| 14.3 | Unless<br> prohibited by law, a body corporate may be a Director. If a body corporate is a Director,<br> the Articles about representation of corporate Members at general meetings apply, mutatis<br> mutandis, to the Articles about Directors’ meetings. |
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Noshareholding qualification
| 14.4 | Unless<br> a shareholding qualification for Directors is fixed by Ordinary Resolution, no Director shall<br> be required to own Shares as a condition of his appointment. |
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Appointmentof Directors
| 14.5 | A<br> Director may be appointed by Ordinary Resolution or by the Directors. Any appointment may<br> be to fill a vacancy or as an additional Director. |
|---|---|
| 14.6 | The<br> remaining Director(s) may appoint a Director even though there is not a quorum of Directors. |
| --- | --- |
| 14.7 | No<br> appointment can cause the number of Directors to exceed the maximum (if one is set); and<br> any such appointment shall be invalid. |
| --- | --- |
| 14.8 | For<br> so long as any class of the Shares are listed on a Designated Stock Exchange, the Directors<br> shall include at least such number of Independent Directors as applicable law, rules or regulations<br> or the Designated Stock Exchange Rules require as determined by the Board. |
| --- | --- |
Board’spower to appoint Directors
| 14.9 | Without<br> prejudice to the Company’s power to appoint a person to be a Director pursuant to these<br> Articles, the Board shall have power at any time to appoint any person who is willing to<br> act as a Director, either to fill a vacancy or as an addition to the existing Board, subject<br> to the total number of Directors not exceeding any maximum number fixed by or in accordance<br> with these Articles. |
|---|---|
| 14.10 | 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 Members or re-appointment by the Board. |
| --- | --- |
Removalof Directors
| 14.11 | A<br>Director may be removed by Ordinary Resolution. |
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Resignationof Directors
| 14.12 | A<br> Director may at any time resign office by giving to the Company notice in writing or, if<br> permitted pursuant to the notice provisions, in an Electronic Record delivered in either<br> case in accordance with those provisions. |
|---|---|
| 14.13 | Unless<br> the notice specifies a different date, the Director shall be deemed to have resigned on the<br> date that the notice is delivered to the Company. |
| --- | --- |
Terminationof the office of Director
| 14.14 | A<br> Director may retire from office as a Director by giving notice in writing to that effect<br> to the Company at the registered office, which notice shall be effective upon such date as<br> may be specified in the notice, failing which upon delivery to the registered office. |
|---|---|
| 14.15 | Without<br> prejudice to the provisions in these Articles for retirement (by rotation or otherwise),<br> a Director’s office shall be terminated forthwith if: |
| --- | --- |
| (a) | he<br>is prohibited by the law of the Cayman Islands from acting as a Director; or |
| --- | --- |
| (b) | he<br>is made bankrupt or makes an arrangement or composition with his creditors generally; or |
| --- | --- |
| (c) | he<br>resigns his office by notice to the Company; or |
| --- | --- |
| (d) | he<br>only held office as a Director for a fixed term and such term expires; or |
| --- | --- |
| (e) | in<br>the opinion of a registered medical practitioner by whom he is being treated he becomes physically or mentally incapable of acting as<br>a Director; or |
| --- | --- |
| (f) | he<br>is given notice by the majority of the other Directors (not being less than two in number) to vacate office (without prejudice to any<br>claim for damages for breach of any agreement relating to the provision of the services of such Director); or |
| --- | --- |
| (g) | he<br>is made subject to any law relating to mental health or incompetence, whether by court order or otherwise; or |
| --- | --- |
| (h) | without<br>the consent of the other Directors, he is absent from meetings of Directors for a continuous period of six months. |
| --- | --- |
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| --- | | 15 | Alternate Directors | | --- | --- |
Appointmentand removal
| 15.1 | Any<br> Director may appoint any other person, including another Director, to act in his place as an alternate Director. No appointment shall<br> take effect until the Director has given notice of the appointment to the Board. |
|---|---|
| 15.2 | A<br> Director may revoke his appointment of an alternate at any time. No revocation shall take effect until the Director has given notice<br> of the revocation to the Board. |
| 15.3 | A<br> notice of appointment or removal of an alternate Director shall be effective only if given to the Company by one or more of the following<br> methods: |
| (a) | by<br> notice in writing in accordance with the notice provisions contained in these Articles; |
| --- | --- |
| (b) | if<br> the Company has a facsimile address for the time being, by sending by facsimile transmission to that facsimile address a facsimile<br> copy or, otherwise, by sending by facsimile transmission to the facsimile address of the Company’s registered office a facsimile<br> copy (in either case, the facsimile copy being deemed to be the notice unless Article 29.7 applies), in which event notice shall<br> be taken to be given on the date of an error-free transmission report from the sender’s fax machine; |
| (c) | if<br> the Company has an email address for the time being, by emailing to that email address a scanned copy of the notice as a PDF attachment<br> or, otherwise, by emailing to the email address provided by the Company’s registered office a scanned copy of the notice as a PDF<br> attachment (in either case, the PDF version being deemed to be the notice unless Article 29.7 applies), in which event notice shall<br> be taken to be given on the date of receipt by the Company or the Company’s registered office (as appropriate) in readable form;<br> or |
| (d) | if<br> permitted pursuant to the notice provisions, in some other form of approved Electronic Record delivered in accordance with those<br> provisions in writing. |
Notices
| 5.4 | All<br> notices of meetings of Directors shall continue to be given to the appointing Director and not to the alternate. |
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Rightsof alternate Director
| 15.5 | An<br> alternate Director shall be entitled to attend and vote at any Board meeting or meeting of a committee of the Directors at which<br> the appointing Director is not personally present, and generally to perform all the functions of the appointing Director in his absence.<br> An alternate Director, however, is not entitled to receive any remuneration from the Company for services rendered as an alternate<br> Director |
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Appointmentceases when the appointor ceases to be a Director
| 15.6 | An<br> alternate Director shall cease to be an alternate Director if: |
|---|---|
| (a) | the<br> Director who appointed him ceases to be a Director; or |
| --- | --- |
| (b) | the<br> Director who appointed him revokes his appointment by notice delivered to the Board or to the registered office of the Company or<br> in any other manner approved by the Board; or |
| (c) | in<br> any event happens in relation to him which, if he were a Director of the Company, would cause his office as Director to be vacated. |
Statusof alternate Director
| 15.7 | An alternate<br> Director shall carry out all functions of the Director who made the appointment. |
|---|---|
| 15.8 | Save<br> where otherwise expressed, an alternate Director shall be treated as a Director under these Articles |
| 15.9 | An alternate<br> Director is not the agent of the Director appointing him. |
| 15.10 | An alternate<br> Director is not entitled to any remuneration for acting as alternate Director. |
Statusof the Director making the appointment
| 15.11 | A<br> Director who has appointed an alternate is not thereby relieved from the duties which he owes the Company. |
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| 16 | Powers of Directors |
Powersof Directors
| 16.1 | Subject<br> to the provisions of the Act, the Memorandum and these Articles the business of the Company shall be managed by the Directors who<br> may for that purpose exercise all the powers of the Company. |
|---|---|
| 16.2 | No<br> prior act of the Directors shall be invalidated by any subsequent alteration of the Memorandum or these Articles. However, to the<br> extent allowed by the Act, Members may, by Special Resolution, validate any prior or future act of the Directors which would otherwise<br> be in breach of their duties. |
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Directorsbelow the minimum number
| 16.3 | lf<br> the number of Directors is less than the minimum prescribed in accordance with these Articles,<br> the remaining Director or Directors shall act only for the purposes of appointing an additional<br> Director or Directors to make up such minimum or of convening a general meeting of the Company<br> for the purpose of making such appointment. lf there are no Director or Directors able or<br> willing to act, any two Members may summon a general meeting for the purpose of appointing<br> Directors. Any additional Director so appointed shall hold office (subject to these Articles)<br> only until the dissolution of the annual general meeting next following such appointment<br> unless he is re-elected during such meeting. |
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Appointmentsto office
| 16.4 | The<br> Directors may appoint a Director: |
|---|---|
| (a) | as<br> chairman of the Board; |
| --- | --- |
| (b) | as<br> managing Director; |
| (c) | to<br> any other executive office, |
for such period, and on such terms, including as to remuneration as they think fit.
| 16.5 | The<br> appointee must consent in writing to holding that office. |
|---|---|
| 16.6 | Where<br> a chairman is appointed he shall, unless unable to do so, preside at every meeting of Directors. |
| 16.7 | If<br> there is no chairman, or if the chairman is unable to preside at a meeting, that meeting may select its own chairman; or the Directors<br> may nominate one of their number to act in place of the chairman should he ever not be available. |
| 16.8 | Subject<br> to the provisions of the Act, the Directors may also appoint and remove any person, who need<br> not be a Director: |
| (a) | as<br> Secretary; and |
| --- | --- |
| (b) | to<br> any office that may be required |
for such period and on such terms, including as to remuneration, as they think fit. In the case of an Officer, that Officer may be given any title the Directors decide.
| 16.9 | The<br> Secretary or Officer must consent in writing to holding that office. |
|---|---|
| 16.10 | A<br> Director, Secretary or other Officer of the Company may not the hold the office, or perform<br> the services, of auditor. |
| --- | --- |
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Provisionsfor employees
| 16.11 | The<br> Board may make provision for the benefit of any persons employed or formerly employed by<br> the Company or any of its subsidiary undertakings (or any member of his family or any person<br> who is dependent on him) in connection with the cessation or the transfer to any person of<br> the whole or part of the undertaking of the Company or any of its subsidiary undertakings. |
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Exerciseof voting rights
| 16.12 | The<br> Board may exercise the voting power conferred by the shares in any body corporate held or<br> owned by the Company in such manner in all respects as it thinks fit (including, without<br> limitation, the exercise of that power in favour of any resolution appointing any Director<br> as a Director of such body corporate, or voting or providing for the payment of remuneration<br> to the Directors of such body corporate). |
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Remuneration
| 16.13 | Every<br> Director may be remunerated by the Company for the services he provides for the benefit of the Company, whether as Director, employee<br> or otherwise, and shall be entitled to be paid for the expenses incurred in the Company’s business including attendance at<br> Directors’ meetings. |
|---|---|
| 16.14 | Until<br> otherwise determined by the Company by Ordinary Resolution, the Directors (other than alternate Directors) shall be entitled to such<br> remuneration by way of fees for their services in the office of Director as the Directors may determine. |
| 16.15 | Remuneration<br> may take any form and may include arrangements to pay pensions, health insurance, death or sickness benefits, whether to the Director<br> or to any other person connected to or related to him. |
| 16.16 | Unless<br> his fellow Directors determine otherwise, a Director is not accountable to the Company for remuneration or other benefits received<br> from any other company which is in the same group as the Company or which has common shareholdings. |
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Disclosureof information
| 16.17 | Subject<br> to compliance with applicable laws, including the applicable federal securities laws of the<br> United States, the Directors may release or disclose to a third party any information regarding<br> the affairs of the Company, including any information contained in the register of Members<br> relating to a Member, (and they may authorise any Director, Officer or other authorised agent<br> of the Company to release or disclose to a third party any such information in his possession)<br> if: |
|---|---|
| (a) | the<br> Company or that person, as the case may be, is lawfully required to do so under the laws of any jurisdiction to which the Company<br> is subject; or |
| --- | --- |
| (b) | such<br> disclosure is in compliance with the Designated Stock Exchange Rules (to the extent applicable); or |
| (c) | such<br> disclosure is in accordance with any contract entered into by the Company; or |
| (d) | the<br> Directors are of the opinion such disclosure would assist or facilitate the Company’s operations. |
17 Delegation of powers
Powerto delegate any of the Directors’ powers to a committee
| 17.1 | The<br> Directors may delegate any of their powers to any committee consisting of one or more persons who need not be Members. Persons on<br> the committee may include non-Directors so long as the majority of those persons are Directors. For so long as any class of the Shares<br> are listed on a Designated Stock Exchange, any such committee shall be made up of such number of Independent Directors as required<br> from time to time by the Designated Stock Exchange Rules or otherwise required by applicable law. |
|---|---|
| 17.2 | The<br> delegation may be collateral with, or to the exclusion of, the Directors’ own powers. |
| 17.3 | The<br> delegation may be on such terms as the Directors think fit, including provision for the committee itself to delegate to a sub-committee;<br> save that any delegation must be capable of being revoked or altered by the Directors at will. |
| 17.4 | Unless<br> otherwise permitted by the Directors, a committee must follow the procedures prescribed for the taking of decisions by Directors. |
| 17.5 | For so long as any class of the Shares are listed on a Designated Stock Exchange, the Board shall, if<br> required by the Designated Stock Exchange Rules, establish an audit committee, a compensation committee and a nominating and corporate<br> governance committee. Each of these committees shall be empowered to do all things necessary to exercise the rights of such committee<br> set forth in these Articles. Each of the audit committee, compensation committee and nominating and corporate governance committee<br> (if so established) shall be made up of such number of Independent Directors as required from time to time by the Designated Stock<br> Exchange Rules or otherwise required by applicable law, subject to any exemptions permitted under the Designated Stock Exchange Rules<br> and other applicable laws. |
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Localboards
| 17.6 | The<br> Board may establish any local or divisional board or agency for managing any of the affairs of the Company whether in the Cayman<br> Islands or elsewhere and may appoint any persons to be members of a local or divisional Board, or to be managers or agents, and may<br> fix their remuneration. |
|---|---|
| 17.7 | The<br> Board may delegate to any local or divisional board, manager or agent any of its powers and authorities (with power to sub-delegate)<br> and may authorise the members of any local or divisional board or any of them to fill any vacancies and to act notwithstanding vacancies. |
| 17.8 | Any<br> appointment or delegation under this Article 17.8 may be made on such terms and subject to such conditions as the Board thinks fit<br> and the Board may remove any person so appointed, and may revoke or vary any delegation. |
Powerto appoint an agent of the Company
| 17.9 | The<br> Directors may appoint any person, either generally or in respect of any specific matter,<br> to be the agent of the Company with or without authority for that person to delegate all<br> or any of that person’s powers. The Directors may make that appointment: |
|---|---|
| (a) | by<br> causing the Company to enter into a power of attorney or agreement; or |
| --- | --- |
| (b) | in<br> any other manner they determine. |
Powerto appoint an attorney or authorised signatory of the Company
| 17.10 | The<br> Directors may appoint any person, whether nominated directly or indirectly by the Directors,<br> to be the attorney or the authorised signatory of the Company. The appointment may be: |
|---|---|
| (a) | for<br> any purpose; |
| --- | --- |
| (b) | with<br> the powers, authorities and discretions; |
| (c) | for<br> the period; and |
| (d) | subject<br> to such conditions |
as they think fit. The powers, authorities and discretions, however, must not exceed those vested in, or exercisable, by the Directors under these Articles. The Directors may do so by power of attorney or any other manner they think fit.
| 17.11 | Any<br> power of attorney or other appointment may contain such provision for the protection and<br> convenience for persons dealing with the attorney or authorised signatory as the Directors<br> think fit. Any power of attorney or other appointment may also authorise the attorney or<br> authorised signatory to delegate all or any of the powers, authorities and discretions vested<br> in that person. |
|---|---|
| 17.12 | The<br> Board may remove any person appointed under Article 17.10 and may revoke or vary the delegation. |
| --- | --- |
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BorrowingPowers
| 17.13 | The<br> Directors may exercise all the powers of the Company to borrow money and to mortgage or charge<br> its undertaking, property and assets both present and future and uncalled capital, or any<br> part thereof, and to issue debentures and other securities, whether outright or as collateral<br> security for any debt, liability or obligation of the Company or its parent undertaking (if<br> any) or any subsidiary undertaking of the Company or of any third party. |
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CorporateGovernance
| 17.14 | The<br> Board may, from time to time, and except as required by applicable law or (to the extent<br> applicable) the Designated Stock Exchange Rules, adopt, institute, amend, modify or revoke<br> the corporate governance policies or initiatives of the Company, which shall be intended<br> to set forth the guiding principles and policies of the Company and the Board on various<br> corporate governance related matters as the Board shall determine by resolution from time<br> to time. |
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18 Meetings of Directors
Regulationof Directors’ meetings
| 18.1 | Subject<br> to the provisions of these Articles, the Directors may regulate their proceedings as they<br> think fit. |
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Callingmeetings
| 18.2 | Any<br> Director may call a meeting of Directors at any time. The Secretary must call a meeting of<br> the Directors if requested to do so by a Director. |
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Noticeof meetings
| 18.3 | Notice<br> of a Board meeting may be given to a Director personally or by word of mouth or given in<br> writing or by Electronic communications at such address as he may from time to time specify<br> for this purpose (or, if he does not specify an address, at his last known address). A Director<br> may waive his right to receive notice of any meeting either prospectively or retrospectively. |
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Useof technology
| 18.4 | A<br> Director may participate in a meeting of Directors through the medium of conference telephone, video or any other form of communications<br> equipment providing all persons participating in the meeting are able to hear and speak to each other throughout the meeting. |
|---|---|
| 18.5 | A<br> Director participating in this way is deemed to be present in person at the meeting. |
Quorum
| 18.6 | The<br> quorum for the transaction of business at a meeting of Directors shall be two (except that<br> if the Board is comprised of a single Director only, then the quorum shall be one) unless<br> the Directors fix some other number. |
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Chairmanor deputy to preside
| 18.7 | The<br> Board may appoint a chairman and one or more deputy chairman or chairmen and may at any time revoke any such appointment. |
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| 18.8 | The<br> chairman, or failing him any deputy chairman (the longest in office taking precedence if more than one is present), shall preside<br> at all Board meetings. If no chairman or deputy chairman has been appointed, or if he is not present within five minutes after the<br> time fixed for holding the meeting, or is unwilling to act as chairman of the meeting, the Directors present shall choose one of<br> their number to act as chairman of the meeting. |
Voting
| 18.9 | A<br> question which arises at a Board meeting shall be decided by a majority of votes. If votes<br> are equal the chairman may, if he wishes, exercise a casting vote. |
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Recordingof dissent
| 18.10 | A<br> Director present at a meeting of Directors shall be presumed to have assented to any action<br> taken at that meeting unless: |
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| (a) | his<br> dissent is entered in the minutes of the meeting; or |
| --- | --- |
| (b) | he<br> has filed with the meeting before it is concluded signed dissent from that action; or |
| (c) | he<br> has forwarded to the Company as soon as practical following the conclusion of that meeting signed dissent. |
A Director who votes in favour of an action is not entitled to record his dissent to it.
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Writtenresolutions
| 18.11 | The<br> Directors may pass a resolution in writing without holding a meeting if all Directors sign a document or sign several documents in<br> the like form each signed by one or more of those Directors. |
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| 18.12 | A<br> written resolution signed by a validly appointed alternate Director need not also be signed by the appointing Director. |
| 18.13 | A<br> written resolution signed personally by the appointing Director need not also be signed by his alternate. |
| 18.14 | A<br> resolution in writing passed pursuant to Article 18.11, Article 18.12 and/or Article 18.13 shall be as effective as if it had been<br> passed at a meeting of the Directors duly convened and held; and it shall be treated as having been passed on the day and at the<br> time that the last Director signs (and for the avoidance of doubt, such day may or may not be a Business Day). |
Validityof acts of Directors in spite of formal defect
| 18.15 | All<br> acts done by a meeting of the Board, or of a committee of the Board, or by any person acting<br> as a Director or an alternate Director, shall, notwithstanding that it is afterwards discovered<br> that there was some defect in the appointment of any Director or alternate Director or member<br> of the committee, or that any of them were disqualified or had vacated office or were not<br> entitled to vote, be as valid as if every such person had been duly appointed and qualified<br> and had continued to be a Director or alternate Director and had been entitled to vote. |
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| 19 | Permissible Directors’ interests and disclosure |
| --- | --- |
| 19.1 | 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 provided the Director discloses to his fellow directors the nature and extent of<br> any material interests in respect of any contract or transaction or proposed contract or<br> transaction and if he does so his vote shall be counted and he may be counted in the quorum<br> at 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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| --- | | 20 | Minutes | | --- | --- |
| 20.1 | The<br> Company shall cause minutes to be made in books of: |
|---|---|
| (a) | all<br> appointments of Officers and committees made by the Board and of any such Officer’s remuneration; and |
| --- | --- |
| (b) | the<br> names of Directors present at every meeting of the Directors, a committee of the Board, the Company or the holders of any class of<br> shares or debentures, and all orders, resolutions and proceedings of such meetings. |
| 20.2 | Any<br> such minutes, if purporting to be signed by the chairman of the meeting at which the proceedings<br> were held or by the chairman of the next succeeding meeting or the Secretary, shall be prima<br> facie evidence of the matters stated in them. |
| --- | --- |
| 21 | Accounts and audit |
| 21.1 | The<br> Directors must ensure that proper accounting and other records are kept, and that accounts and associated reports are distributed<br> in accordance with the requirements of the Act. |
| --- | --- |
| 21.2 | The<br> books of account shall be kept at the registered office of the Company and shall always be open to inspection by the Directors. No<br> Member (other than a Director) shall have any right of inspecting any account or book or document of the Company except as conferred<br> by the Act or as authorised by the Directors or by Ordinary Resolution. |
Financialyear
| 21.3 | Unless<br> the Directors otherwise prescribe, the financial year of the Company shall end on 31 December<br> in each year and begin on 1 January in each year. |
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Auditors
| 21.4 | The<br> Directors may appoint or remove an Auditor of the Company who shall hold office on such terms as the Directors determine, provided<br> that for so long as any class of the Shares are listed on a Designated Stock Exchange, such appointment or removal shall be made<br> in accordance with the applicable Designated Stock Exchange Rules. |
|---|---|
| 21.5 | At<br> any general meeting convened and held at any time in accordance with these Articles, the Members may by Ordinary Resolution remove<br> the Auditor before the expiration of his term of office. If they do so, the Members shall, by Ordinary Resolution, at that meeting<br> appoint another Auditor in his stead for the remainder of his term. |
| 21.6 | The<br> Auditors shall examine such books, accounts and vouchers; as may be necessary for the performance of their duties. |
| 21.7 | The<br> Auditors shall, if so requested by the Directors, make a report on the accounts of the Company during their tenure of office at the<br> next annual general meeting following their appointment, and at any time during their term of office, upon request of the Directors<br> or any general meeting of the Company. |
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| --- | | 22 | Record dates | | --- | --- | | 22.1 | Except<br> to the extent of any conflicting rights attached to Shares, the resolution declaring a dividend on Shares of any class, whether it<br> be an Ordinary Resolution of the Members or a Director’s resolution, may specify that the dividend is payable or distributable<br> to the persons registered as the holders of those Shares at the close of business on a particular date, notwithstanding that the<br> date may be a date prior to that on which the resolution is passed. | | --- | --- | | 22.2 | If<br> the resolution does so specify, the dividend shall be payable or distributable to the persons registered as the holders of those<br> Shares at the close of business on the specified date in accordance with their respective holdings so registered, but without prejudice<br> to the rights inter se in respect of the dividend of transferors and transferees of any of those Shares. | | 22.3 | The<br> provisions of this Article apply, mutatis mutandis, to bonuses, capitalisation issues, distributions of realised capital profits<br> or offers or grants made by the Company to the Members. | | 23 | Dividends | | --- | --- |
Sourceof dividends
| 23.1 | Dividends<br> may be declared and paid out of any funds of the Company lawfully available for distribution. |
|---|---|
| 23.2 | Subject<br> to the requirements of the Act regarding the application of a company’s Share premium account and with the sanction of an Ordinary<br> Resolution, dividends may also be declared and paid out of any share premium account. |
Declarationof dividends by Members
| 23.3 | Subject<br> to the provisions of the Act, the Company may by Ordinary Resolution declare dividends in<br> accordance with the respective rights of the Members but no dividend shall exceed the amount<br> recommended by the Directors. |
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Paymentof interim dividends and declaration of final dividends by Directors
| 23.4 | The<br> Directors may declare and pay interim dividends or recommend final dividends in accordance<br> with the respective rights of the Members if it appears to them that they are justified by<br> the financial position of the Company and that such dividends may lawfully be paid. |
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| 23.5 | Subject<br> to the provisions of the Act, in relation to the distinction between interim dividends and<br> final dividends, the following applies: |
| --- | --- |
| (a) | Upon<br> determination to pay a dividend or dividends described as interim by the Directors in the dividend resolution, no debt shall be created<br> by the declaration until such time as payment is made. |
| --- | --- |
| (b) | Upon<br> declaration of a dividend or dividends described as final by the Directors in the dividend resolution, a debt shall be created immediately<br> following the declaration, the due date to be the date the dividend is stated to be payable in the resolution. |
If the resolution fails to specify whether a dividend is final or interim, it shall be assumed to be interim.
| 23.6 | In<br> relation to Shares carrying differing rights to dividends or rights to dividends at a fixed<br> rate, the following applies: |
|---|---|
| (a) | If<br> the share capital is divided into different classes, the Directors may pay dividends on Shares which confer deferred or non-preferred<br> rights with regard to dividends as well as on Shares which confer preferential rights with regard to dividends but no dividend shall<br> be paid on Shares carrying deferred or non-preferred rights if, at the time of payment, any preferential dividend is in arrears. |
| --- | --- |
| (b) | The<br> Directors may also pay, at intervals settled by them, any dividend payable at a fixed rate if it appears to them that there are sufficient<br> funds of the Company lawfully available for distribution to justify the payment. |
| (c) | If<br> the Directors act in good faith, they shall not incur any liability to the Members holding Shares conferring preferred rights for<br> any loss those Members may suffer by the lawful payment of the dividend on any Shares having deferred or non-preferred rights. |
Apportionmentof dividends
| 23.7 | Except<br> as otherwise provided by the rights attached to Shares all dividends shall be declared and<br> paid according to the amounts Paid Up on the Shares on which the dividend is paid. All dividends<br> shall be apportioned and paid proportionately to the amount Paid Up on the Shares during<br> the time or part of the time in respect of which the dividend is paid. But if a Share is<br> issued on terms providing that it shall rank for dividend as from a particular date, that<br> Share shall rank for dividend accordingly. |
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Rightof set off
| 23.8 | The<br> Directors may deduct from a dividend or any other amount payable to a person in respect of<br> a Share any amount due by that person to the Company on a call or otherwise in relation to<br> a Share. |
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Powerto pay other than in cash
| 23.9 | If<br> the Directors so determine, any resolution declaring a dividend may direct that it shall<br> be satisfied wholly or partly by the distribution of assets. If a difficulty arises in relation<br> to the distribution, the Directors may settle that difficulty in any way they consider appropriate.<br> For example, they may do any one or more of the following: |
|---|---|
| (a) | issue<br> fractional Shares; |
| --- | --- |
| (b) | fix<br> the value of assets for distribution and make cash payments to some Members on the footing of the value so fixed in order to adjust<br> the rights of Members; and |
| (c) | vest<br> some assets in trustees. |
Howpayments may be made
| 23.10 | A<br> dividend or other monies payable on or in respect of a Share may be paid in any of the following<br> ways: |
|---|---|
| (a) | if<br> the Member holding that Share or other person entitled to that Share nominates a bank account for that purpose - by wire transfer<br> to that bank account; or |
| --- | --- |
| (b) | by<br> cheque or warrant sent by post to the registered address of the Member holding that Share or other person entitled to that Share. |
| 23.11 | For<br> the purposes of Article 23.10(a), the nomination may be in writing or in an Electronic Record<br> and the bank account nominated may be the bank account of another person. For the purposes<br> of Article 23.10(b), subject to any applicable law or regulation, the cheque or warrant shall<br> be made to the order of the Member holding that Share or other person entitled to the Share<br> or to his nominee, whether nominated in writing or in an Electronic Record, and payment of<br> the cheque or warrant shall be a good discharge to the Company. |
| --- | --- |
| 23.12 | If<br> two or more persons are registered as the holders of the Share or are jointly entitled to<br> it by reason of the death or bankruptcy of the registered holder (Joint Holders),<br> a dividend (or other amount) payable on or in respect of that Share may be paid as follows: |
| --- | --- |
| (a) | to<br> the registered address of the Joint Holder of the Share who is named first on the register of Members or to the registered address<br> of the deceased or bankrupt holder, as the case may be; or |
| --- | --- |
| (b) | to<br> the address or bank account of another person nominated by the Joint Holders, whether that nomination is in writing or in an Electronic<br> Record. |
| 23.13 | Any<br> Joint Holder of a Share may give a valid receipt for a dividend (or other amount) payable<br> in respect of that Share. |
| --- | --- |
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Dividendsor other monies not to bear interest in absence of special rights
| 23.14 | Unless<br> provided for by the rights attached to a Share, no dividend or other monies payable by the<br> Company in respect of a Share shall bear interest. |
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Dividendsunable to be paid or unclaimed
| 23.15 | If<br> a dividend cannot be paid to a Member or remains unclaimed within six weeks after it was declared or both, the Directors may pay<br> it into a separate account in the Company’s name. If a dividend is paid into a separate account, the Company shall not be constituted<br> trustee in respect of that account and the dividend shall remain a debt due to the Member. |
|---|---|
| 23.16 | A<br> dividend that remains unclaimed for a period of six years after it became due for payment shall be forfeited to, and shall cease<br> to remain owing by, the Company. |
| 24 | Capitalisation of profits |
| --- | --- |
Capitalisationof profits or of any share premium account or capital redemption reserve;
| 24.1 | The<br> Directors may resolve to capitalise: |
|---|---|
| (a) | any<br> part of the Company’s profits not required for paying any preferential dividend (whether or not those profits are available for<br> distribution); or |
| --- | --- |
| (b) | any<br> sum standing to the credit of the Company’s share premium account or capital redemption reserve, if any. |
| 24.2 | The<br> amount resolved to be capitalised must be appropriated to the Members who would have been<br> entitled to it had it been distributed by way of dividend and in the same proportions. The<br> benefit to each Member so entitled must be given in either or both of the following ways:: |
| --- | --- |
| (a) | by<br> paying up the amounts unpaid on that Member’s Shares; |
| --- | --- |
| (b) | by<br> issuing Fully Paid Up Shares, debentures or other securities of the Company to that Member or as that Member directs. The Directors<br> may resolve that any Shares issued to the Member in respect of Partly Paid Up Shares (Original Shares) rank for dividend only<br> to the extent that the Original Shares rank for dividend while those Original Shares remain Partly Paid Up. |
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Applyingan amount for the benefit of Members
| 24.3 | The<br> amount capitalised must be applied to the benefit of Members in the proportions to which the Members would have been entitled to<br> dividends if the amount capitalised had been distributed as a dividend. |
|---|---|
| 24.4 | Subject<br> to the Act, if a fraction of a Share, a debenture or other security is allocated to a Member, the Directors may issue a fractional<br> certificate to that Member or pay him the cash equivalent of the fraction. |
| 25 | Share Premium Account |
| --- | --- |
Directorsto maintain share premium account
| 25.1 | The<br> Directors shall establish a share premium account in accordance with the Act. They shall<br> carry to the credit of that account from time to time an amount equal to the amount or value<br> of the premium paid on the issue of any Share or capital contributed or such other amounts<br> required by the Act. |
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Debitsto share premium account
| 25.2 | The<br> following amounts shall be debited to any share premium account: |
|---|---|
| (a) | on<br> the redemption or purchase of a Share, the difference between the nominal value of that Share and the redemption or purchase price;<br> and |
| --- | --- |
| (b) | any<br> other amount paid out of a share premium account as permitted by the Act. |
| 25.3 | Notwithstanding<br> the preceding Article, on the redemption or purchase of a Share, the Directors may pay the<br> difference between the nominal value of that Share and the redemption purchase price out<br> of the profits of the Company or, as permitted by the Act, out of capital. |
| --- | --- |
| 26 | Seal |
| --- | --- |
Companyseal
| 26.1 | The<br> Company may have a seal if the Directors so determine. |
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Duplicateseal
| 26.2 | Subject<br> to the provisions of the Act, the Company may also have a duplicate seal or seals for use<br> in any place or places outside the Cayman Islands. Each duplicate seal shall be a facsimile<br> of the original seal of the Company. However, if the Directors so determine, a duplicate<br> seal shall have added on its face the name of the place where it is to be used. |
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Whenand how seal is to be used
| 26.3 | A<br> seal may only be used by the authority of the Directors. Unless the Directors otherwise determine,<br> a document to which a seal is affixed must be signed in one of the following ways: |
|---|---|
| (a) | by<br> a Director (or his alternate) and the Secretary; or |
| --- | --- |
| (b) | by<br> a single Director (or his alternate). |
Ifno seal is adopted or used
| 26.4 | If<br> the Directors do not adopt a seal, or a seal is not used, a document may be executed in the<br> following manner: |
|---|---|
| (a) | by<br> a Director (or his alternate) and the Secretary; or |
| --- | --- |
| (b) | by<br> a single Director (or his alternate); or |
| (c) | in<br> any other manner permitted by the Act. |
Powerto allow non-manual signatures and facsimile printing of seal
| 26.5 | The<br> Directors may determine that either or both of the following applies: |
|---|---|
| (a) | that<br> the seal or a duplicate seal need not be affixed manually but may be affixed by some other method or system of reproduction; |
| --- | --- |
| (b) | that<br> a signature required by these Articles need not be manual but may be a mechanical or Electronic Signature. |
Validityof execution
| 26.6 | If<br> a document is duly executed and delivered by or on behalf of the Company, it shall not be<br> regarded as invalid merely because, at the date of the delivery, the Secretary, or the Director,<br> or other Officer or person who signed the document or affixed the seal for and on behalf<br> of the Company ceased to be the Secretary or hold that office and authority on behalf of<br> the Company. |
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| --- | | 27 | Indemnity | | --- | --- |
| 27.1 | To<br> the extent permitted by law, the Company shall indemnify each existing or former Director<br> (including alternate Director), Secretary and other Officer of the Company (including an<br> investment adviser or an administrator or liquidator) and their personal representatives<br> against: |
|---|---|
| (a) | all<br> actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by the existing or former Director<br> (including alternate Director), Secretary or Officer in or about the conduct of the Company’s business or affairs or in the execution<br> or discharge of the existing or former Director’s (including alternate Director’s), Secretary’s or Officer’s duties,<br> powers, authorities or discretions; and |
| --- | --- |
| (b) | without<br> limitation to paragraph (a), all costs, expenses, losses or liabilities incurred by the existing or former Director (including alternate<br> Director), Secretary or Officer in defending (whether successfully or otherwise) any civil, criminal, administrative or investigative<br> proceedings (whether threatened, pending or completed) concerning the Company or its affairs in any court or tribunal, whether in<br> the Cayman Islands or elsewhere. |
No such existing or former Director (including alternate Director), Secretary or Officer, however, shall be indemnified in respect of any matter arising out of his own dishonesty, fraud, wilful default or wilful neglect.
| 27.2 | To<br> the extent permitted by Act, the Company may make a payment, or agree to make a payment,<br> whether by way of advance, loan or otherwise, for any legal costs incurred by an existing<br> or former Director (including alternate Director), Secretary or Officer of the Company in<br> respect of any matter identified in Article 27.1 on condition that the Director (including<br> alternate Director), Secretary or Officer must repay the amount paid by the Company to the<br> extent that it is ultimately found not liable to indemnify the Director (including alternate<br> Director), Secretary or that Officer for those legal costs. |
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Release
| 27.3 | To<br> the extent permitted by Act, the Company may by Special Resolution release any existing or<br> former Director (including alternate Director), Secretary or other Officer of the Company<br> from liability for any loss or damage or right to compensation which may arise out of or<br> in connection with the execution or discharge of the duties, powers, authorities or discretions<br> of his office; but there may be no release from liability arising out of or in connection<br> with that person’s own dishonesty, fraud, wilful default or wilful neglect. |
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Insurance
| 27.4 | To<br> the extent permitted by Act, the Company may pay, or agree to pay, a premium in respect of<br> a contract insuring each of the following persons against risks determined by the Directors,<br> other than liability arising out of that person’s own dishonesty, fraud, wilful default<br> or wilful neglect: |
|---|---|
| (a) | an<br> existing or former Director (including alternate Director), Secretary or Officer or auditor of: |
| --- | --- |
| (i) | the<br> Company; |
| --- | --- |
| (ii) | a<br> company which is or was a subsidiary of the Company; |
| (iii) | a<br> company in which the Company has or had an interest (whether direct or indirect); and |
| (b) | a<br> trustee of an employee or retirement benefits scheme or other trust in which any of the persons referred to in paragraph (a) is or<br> was interested. |
| --- | --- |
| 28 | Notices |
| --- | --- |
Formof notices
| 28.1 | Save<br> where these Articles provide otherwise, and subject to the Designated Stock Exchange Rules<br> (to the extent applicable), any notice to be given to or by any person pursuant to these<br> Articles shall be: |
|---|---|
| (a) | in<br> writing signed by or on behalf of the giver in the manner set out below for written notices; or |
| --- | --- |
| (b) | subject<br> to the next Article, in an Electronic Record signed by or on behalf of the giver by Electronic Signature and authenticated in accordance<br> with Articles about authentication of Electronic Records; or |
| (c) | where<br> these Articles expressly permit, by the Company by means of a website. |
Electroniccommunications
| 28.2 | A<br> notice may only be given to the Company in an Electronic Record if: |
|---|---|
| (a) | the<br> Directors so resolve or otherwise accept the notice; or |
| --- | --- |
| (b) | any<br> Director or Officer provides the giver of the notice an electronic address to which the notice may be sent and a notice is sent to<br> that address within a reasonable period of time. |
| 28.3 | A<br> notice may not be given by Electronic Record to a person other than the Company unless the<br> recipient has provided the giver of the notice with an Electronic address to which notice<br> may be sent. |
| --- | --- |
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| --- | | 28.4 | Subject<br> to the Act, the Designated Stock Exchange Rules (to the extent applicable) and to any other<br> rules which the Company is bound to follow, the Company may also send any notice or other<br> document pursuant to these Articles to a Member by publishing that notice or other document<br> on a website where: | | --- | --- | | (a) | the<br> Company and the Member have agreed to his having access to the notice or document on a website (instead of it being sent to him); | | --- | --- | | (b) | the<br> notice or document is one to which that agreement applies; | | (c) | the<br> Member is notified (in accordance with any requirements laid down by the Act and, in a manner for the time being agreed between him<br> and the Company for the purpose) of: | | (i) | the<br> publication of the notice or document on a website; | | --- | --- | | (ii) | the<br> address of that website; and | | (iii) | the<br> place on that website where the notice or document may be accessed, and how it may be accessed; and | | (d) | the<br> notice or document is published on that website throughout the publication period, provided that, if the notice or document is published<br> on that website for a part, but not all of, the publication period, the notice or document shall be treated as being published throughout<br> that period if the failure to publish that notice of document throughout that period is wholly attributable to circumstances which<br> it would not be reasonable to have expected the Company to prevent or avoid. For the purposes of this Article 28.4 “publication<br> period” means a period of not less than twenty-one days, beginning on the day on which the notification referred to in Article<br> 28.4(c) is deemed sent. | | --- | --- |
Personsentitled to notices
| 28.5 | For<br> so long as any class of the Shares are listed on a Designated Stock Exchange, any notice<br> or other document to be given to a Member may be given by reference to the register of Members<br> as it stands at any time within the period of twenty-one days before the day that the notice<br> is given or (where and as applicable) within any other period permitted by, or in accordance<br> with the requirements of, (to the extent applicable) the Designated Stock Exchange Rules<br> and/or the Designated Stock Exchanges. No change in the register of Members after that time<br> shall invalidate the giving of such notice or document or require the Company to give such<br> item to any other person. |
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Personsauthorised to give notices
| 28.6 | A<br> notice by either the Company or a Member pursuant to these Articles may be given on behalf<br> of the Company or a Member by a Director or company secretary of the Company or a Member. |
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Deliveryof written notices
| 28.7 | Save<br> where these Articles provide otherwise, a notice in writing may be given personally to the<br> recipient, or left at (as appropriate) the Member’s or Director’s registered<br> address or the Company’s registered office, or posted to that registered address or<br> registered office. |
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Jointholders
| 28.8 | Where<br> Members are joint holders of a Share, all notices shall be given to the Member whose name<br> first appears in the register of Members. |
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Signatures
| 28.9 | A<br> written notice shall be signed when it is autographed by or on behalf of the giver, or is marked in such a way as to indicate its<br> execution or adoption by the giver. |
|---|---|
| 28.10 | An<br> Electronic Record may be signed by an Electronic Signature. |
Evidenceof transmission
| 28.11 | A<br> notice given by Electronic Record shall be deemed sent if an Electronic Record is kept demonstrating the time, date and content of<br> the transmission, and if no notification of failure to transmit is received by the giver. |
|---|---|
| 28.12 | A<br> notice given in writing shall be deemed sent if the giver can provide proof that the envelope containing the notice was properly<br> addressed, pre-paid and posted, or that the written notice was otherwise properly transmitted to the recipient. |
| 28.13 | A<br> Member present, either in person or by proxy, at any meeting of the Company or of the holders of any class of Shares shall be deemed<br> to have received due notice of the meeting and, where requisite, of the purposes for which it was called. |
Givingnotice to a deceased or bankrupt Member
| 28.14 | A<br> notice may be given by the Company to the persons entitled to a Share in consequence of the death or bankruptcy of a Member by sending<br> or delivering it, in any manner authorised by these Articles for the giving of notice to a Member, addressed to them by name, or<br> by the title of representatives of the deceased, or trustee of the bankrupt or by any like description, at the address, if any, supplied<br> for that purpose by the persons claiming to be so entitled. |
|---|---|
| 28.15 | Until<br> such an address has been supplied, a notice may be given in any manner in which it might have been given if the death or bankruptcy<br> had not occurred. |
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Dateof giving notices
28.16 A notice is given on the date identified in the following table
| Method for giving notices | When taken to be given |
|---|---|
| (A)<br> Personally | At<br> the time and date of delivery |
| (B)<br> By leaving it at the Member’s registered address | At<br> the time and date it was left |
| (C)<br> By posting it by prepaid post to the street or postal address of that recipient | 48<br> hours after the date it was posted |
| (D)<br> By Electronic Record (other than<br><br> <br>publication<br> on a website), to recipient’s Electronic address | 48<br> hours after the date it was sent |
| (E)<br> By publication on a website | 24<br> hours after the date on which the Member is deemed to have been notified of the publication of the notice or document on the website |
Savingprovision
| 28.17 | None<br> of the preceding notice provisions shall derogate from the Articles about the delivery of<br> written resolutions of Directors and written resolutions of Members. |
|---|---|
| 29 | Authentication of Electronic Records |
| --- | --- |
Applicationof Articles
| 29.1 | Without<br> limitation to any other provision of these Articles, any notice, written resolution or other<br> document under these Articles that is sent by Electronic means by a Member, or by the Secretary,<br> or by a Director or other Officer of the Company, shall be deemed to be authentic if either<br> Article 29.2 or Article 29.4 applies. |
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Authenticationof documents sent by Members by Electronic means
| 29.2 | An<br> Electronic Record of a notice, written resolution or other document sent by Electronic means<br> by or on behalf of one or more Members shall be deemed to be authentic if the following conditions<br> are satisfied: |
|---|---|
| (a) | the<br> Member or each Member, as the case may be, signed the original document, and for this purpose Original Document includes several<br> documents in like form signed by one or more of those Members; and |
| --- | --- |
| (b) | the<br> Electronic Record of the Original Document was sent by Electronic means by, or at the direction of, that Member to an address specified<br> in accordance with these Articles for the purpose for which it was sent; and |
| (c) | Article<br> 29.7 does not apply. |
| 29.3 | For<br> example, where a sole Member signs a resolution and sends the Electronic Record of the original<br> resolution, or causes it to be sent, by facsimile transmission to the address in these Articles<br> specified for that purpose, the facsimile copy shall be deemed to be the written resolution<br> of that Member unless Article 29.7 applies. |
| --- | --- |
Authenticationof document sent by the Secretary or Officers of the Company by Electronic means
| 29.4 | An<br> Electronic Record of a notice, written resolution or other document sent by or on behalf<br> of the Secretary or an Officer or Officers of the Company shall be deemed to be authentic<br> if the following conditions are satisfied: |
|---|---|
| (a) | the<br> Secretary or the Officer or each Officer, as the case may be, signed the original document, and for this purpose Original Document includes several documents in like form signed by the Secretary or one or more of those Officers; and |
| --- | --- |
| (b) | the<br> Electronic Record of the Original Document was sent by Electronic means by, or at the direction of, the Secretary or that Officer<br> to an address specified in accordance with these Articles for the purpose for which it was sent; and |
| (c) | Article<br> 29.7 does not apply. |
This Article 29.4 applies whether the document is sent by or on behalf of the Secretary or Officer in his own right or as a representative
of the Company.
| 29.5 | For<br> example, where a sole Director signs a resolution and scans the resolution, or causes it<br> to be scanned, as a PDF version which is attached to an email sent to the address in these<br> Articles specified for that purpose, the PDF version shall be deemed to be the written resolution<br> of that Director unless Article 29.7 applies. |
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Mannerof signing
| 29.6 | For<br> the purposes of these Articles about the authentication of Electronic Records, a document<br> will be taken to be signed if it is signed manually or in any other manner permitted by these<br> Articles. |
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Savingprovision
| 29.7 | A<br> notice, written resolution or other document under these Articles will not be deemed to be<br> authentic if the recipient, acting reasonably: |
|---|---|
| (a) | believes<br> that the signature of the signatory has been altered after the signatory had signed the original document; or |
| --- | --- |
| (b) | believes<br> that the original document, or the Electronic Record of it, was altered, without the approval of the signatory, after the signatory<br> signed the original document; or |
| (c) | otherwise<br> doubts the authenticity of the Electronic Record of the document |
and the recipient promptly gives notice to the sender setting the grounds of its objection. If the recipient invokes this Article, the sender may seek to establish the authenticity of the Electronic Record in any way the sender thinks fit.
| 30 | Transfer by way of continuation |
|---|
| 30.1 | The<br> Company may, by Special Resolution, resolve to be registered by way of continuation in a<br> jurisdiction outside: |
|---|---|
| (a) | the<br> Cayman Islands; or |
| --- | --- |
| (b) | such<br> other jurisdiction in which it is, for the time being, incorporated, registered or existing. |
| 30.2 | To<br> give effect to any resolution made pursuant to the preceding Article, the Directors may cause<br> the following: |
| --- | --- |
| (a) | an<br> application be made to the Registrar of Companies of the Cayman Islands to deregister the Company in the Cayman Islands or in the<br> other jurisdiction in which it is for the time being incorporated, registered or existing; and |
| --- | --- |
| (b) | all<br> such further steps as they consider appropriate to be taken to effect the transfer by way of continuation of the Company. |
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| --- | | 31 | Winding up | | --- | --- |
Distributionof assets in specie
| 31.1 | If<br> the Company is wound up the Members may, subject to these Articles and any other sanction<br> required by the Act, pass a Special Resolution allowing the liquidator to do either or both<br> of the following: |
|---|---|
| (a) | to<br> divide in specie among the Members the whole or any part of the assets of the Company and, for that purpose, to value any assets<br> and to determine how the division shall be carried out as between the Members or different classes of Members; and/or |
| --- | --- |
| (b) | to<br> vest the whole or any part of the assets in trustees for the benefit of Members and those liable to contribute to the winding up. |
Noobligation to accept liability
| 31.2 | No<br> Member shall be compelled to accept any assets if an obligation attaches to them. |
|---|---|
| 31.3 | The<br> Directors are authorised to present a winding up petition |
| 31.4 | The<br> Directors have the authority to present a petition for the winding up of the Company to the Grand Court of the Cayman Islands on<br> behalf of the Company without the sanction of a resolution passed at a general meeting. |
| 32 | Amendment of Memorandum and Articles |
Powerto change name or amend Memorandum
| 32.1 | Subject<br> to the Act, the Company may, by Special Resolution: |
|---|---|
| (a) | change<br> its name; or |
| --- | --- |
| (b) | change<br> the provisions of its Memorandum with respect to its objects, powers or any other matter specified in the Memorandum. |
Powerto amend these Articles
| 32.2 | Subject<br> to the Act and as provided in these Articles, the Company may, by Special Resolution, amend<br> these Articles in whole or in part. |
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Exhibit 99.1
PlatinumAnalytics Cayman Limited Announces Pricing of Its Initial Public Offering
Singapore, September 19, 2025 — Platinum Analytics Cayman Limited (the “Company” or “PLTS”), a software developer specializing in the provision of FX trading software development solutions, data analytics solutions and technology development solutions to financial institutions with a strategic focus on serving Asia and other emergent markets, today announced the pricing of its initial public offering (the “Offering”) of 2,000,000 Class A ordinary shares (the “Ordinary Shares”) at a public offering price of $4.00 per share for gross proceeds of $8,000,000, before deducting underwriting discounts and offering expenses. The Ordinary Shares have been approved for listing on the Nasdaq Capital Market and are expected to commence trading on September 19, 2025, under the ticker symbol “PLTS”.
The Company has granted the underwriters an option, within 45 days from the closing date of the Offering, to purchase up to an additional 300,000 Ordinary Shares at the public offering price, less underwriting discounts, to cover the over-allotment option, if any.
The Offering is expected to close on September 22, 2025, subject to the satisfaction of customary closing conditions.
The Offering is being conducted on a firm commitment basis. Kingswood Capital Partners, LLC is acting as the bookrunner and representative of the underwriters for the Offering.
The Company intends to use $2.7 million, which is expected to be approximately 40% of the net proceeds from this Offering, for research and development purposes; $2.1 million, which is expected to be approximately 30% of the net proceeds, for the expansion of its marketing and sales team; and $2.0 million, which is expected to be approximately 30% of the net proceeds, for procurement of IT facilitate and financial licenses.
A registration statement on Form F-1 (File No. 333-287134) relating to the Offering, as amended, has been filed with the U.S. Securities and Exchange Commission (the “SEC”) and was declared effective by the SEC on September 18, 2025. The Offering is being made only by means of a prospectus. Copies of the final prospectus related to the Offering, when available, may be obtained from Kingswood Capital Partners, LLC at 11440 W. Bernardo Ct., Suite 300, San Diego, CA 92127, or via email lciervo@kingswoodus.com, or telephone at (561) 961-0505. In addition, a copy of the final prospectus can also be obtained via the SEC’s website at www.sec.gov.
Before you invest, you should read the prospectus and other documents the Company has filed or will file with the SEC for more information about the Company and the Offering. This press release shall not be constituted as an offer to sell or the solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
AboutPlatinum Analytics Cayman Limited
Established in 2017 in Singapore, Platinum Analytics Cayman Limited, through its wholly-owned Singapore subsidiary, Platinum Analytics Singapore Pte. Ltd., develops FX trading software, data analytics, and technology solutions for financial institutions, focusing on Asia and other emergent markets. Supported by the Monetary Authority of Singapore (MAS), it addresses rapid growth in currency trade volumes, complex cross-border transactions, and emerging market volatility.
The Company operates the Platinum ECN spot FX trading platform for institutional and enterprise clients. Its products – Platinum AI, Platinum ECN, and Platinum Smart Trade – deliver scalable, flexible, AI-driven, low-latency trading and analytics. For more information, please visit: www.platinumanalytics.net.
Forward-LookingStatement
This press release contains forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. When the Company uses words such as “may, “will, “intend,” “should,” “believe,” “expect,” “anticipate,” “project,” “estimate” or similar expressions that do not relate solely to historical matters, it is making forward-looking statements. These forward-looking statements include, without limitation, the Company’s statements regarding the expected trading of its Ordinary Shares on the Nasdaq Capital Market and the closing of the Offering. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause the actual results to differ materially from the Company’s expectations discussed in the forward-looking statements. These statements are subject to uncertainties and risks including, but not limited to, the uncertainties related to market conditions and the completion of the initial public offering on the anticipated terms or at all, and other factors discussed in the “Risk Factors” section of the registration statement filed with the SEC. For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. Additional factors are discussed in the Company’s filings with the SEC, which are available for review at www.sec.gov. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof.
Formore information, please contact:
Underwriters
Kingswood Capital Partners, LLC
+1 (561) 961 0505
lciervo@kingswoodus.com
Investor Relations
WFS Investor Relations Inc.
Connie Kang
Partner
Email: ckang@wealthfsllc.com
Tel: +86 1381 185 7742 (CN)
Exhibit 99.2
PlatinumAnalytics Cayman Limited Announces Closing of Its Initial Public Offering and Full Exercise of Over Allotment
Singapore, September 22, 2025 — Platinum Analytics Cayman Limited (the “Company” or “PLTS”), a software developer specializing in the provision of FX trading software development solutions, data analytics solutions and technology development solutions to financial institutions with a strategic focus on serving Asia and other emergent markets, today announced the closing of its initial public offering (the “Offering”) of 2,300,000 Class A ordinary shares (the “Ordinary Shares”), which included the underwriters’ full exercise of their over-allotment option, at a public offering price of $4.00 per share for gross proceeds of $9,200,000, before deducting underwriting discounts and offering expenses. The Offering closed on September 22, 2025 and the Ordinary Shares commenced trading on the Nasdaq Capital Market on September 19, 2025, under the ticker symbol “PLTS”.
The Offering was conducted on a firm commitment basis. Kingswood Capital Partners, LLC acted as the bookrunner and representative of the underwriters for the Offering.
The Company intends to use $3.3 million, which is expected to be approximately 40% of the net proceeds from this Offering, for research and development purposes; $2.4 million, which is expected to be approximately 30% of the net proceeds, for the expansion of its marketing and sales team; and $2.4 million, which is expected to be approximately 30% of the net proceeds, for procurement of IT facilitate and financial licenses.
A registration statement on Form F-1 (File No. 333-287134) relating to the Offering, as amended, has been filed with the U.S. Securities and Exchange Commission (the “SEC”) and was declared effective by the SEC on September 18, 2025. The Offering is being made only by means of a prospectus. Copies of the final prospectus related to the Offering, when available, may be obtained from Kingswood Capital Partners, LLC at 11440 W. Bernardo Ct., Suite 300, San Diego, CA 92127, or via email lciervo@kingswoodus.com, or telephone at (561) 961-0505. In addition, a copy of the final prospectus can also be obtained via the SEC’s website at www.sec.gov.
Before you invest, you should read the prospectus and other documents the Company has filed or will file with the SEC for more information about the Company and the Offering. This press release shall not be constituted as an offer to sell or the solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
AboutPlatinum Analytics Cayman Limited
Established in 2017 in Singapore, Platinum Analytics Cayman Limited, through its wholly-owned Singapore subsidiary, Platinum Analytics Singapore Pte. Ltd., develops FX trading software, data analytics, and technology solutions for financial institutions, focusing on Asia and other emergent markets. Supported by the Monetary Authority of Singapore (MAS), it addresses rapid growth in currency trade volumes, complex cross-border transactions, and emerging market volatility.
The Company operates the Platinum ECN spot FX trading platform for institutional and enterprise clients. Its products – Platinum AI, Platinum ECN, and Platinum Smart Trade – deliver scalable, flexible, AI-driven, low-latency trading and analytics. For more information, please visit: www.platinumanalytics.net.
Forward-LookingStatement
This press release contains forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. When the Company uses words such as “may, “will, “intend,” “should,” “believe,” “expect,” “anticipate,” “project,” “estimate” or similar expressions that do not relate solely to historical matters, it is making forward-looking statements. These forward-looking statements include, without limitation, the Company’s statements regarding the expected trading of its Ordinary Shares on the Nasdaq Capital Market and the closing of the Offering. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause the actual results to differ materially from the Company’s expectations discussed in the forward-looking statements. These statements are subject to uncertainties and risks including, but not limited to, the uncertainties related to market conditions and the completion of the initial public offering on the anticipated terms or at all, and other factors discussed in the “Risk Factors” section of the registration statement filed with the SEC. For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. Additional factors are discussed in the Company’s filings with the SEC, which are available for review at www.sec.gov. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof.
Formore information, please contact:
Underwriters
Kingswood Capital Partners, LLC
+1 (561) 961 0505
lciervo@kingswoodus.com
Investor Relations
WFS Investor Relations Inc.
Connie Kang
Partner
Email: ckang@wealthfsllc.com
Tel: +86 1381 185 7742 (CN)