Real Messenger Corp 20-F, filed Nov 25, 2024
Real Messenger Corp (RMSG)
About this 20-F
Real Messenger Corp filed this 20-F on November 25, 2024, covering the fiscal year ended November 19, 2024.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F
(Mark One)
☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☐ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended __________________
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☒ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report: November 19, 2024
Commission File Number: 001-42413
REAL MESSENGER CORPORATION
(Exact name of Registrant as specified in its charter)
| Not applicable | Cayman Islands | |
| (Translation of Registrant’s name into English) | (Jurisdiction of incorporation or organization) |
695 Town Center Drive, Suite 1200
Costa Mesa, CA 92626
(Address of Principal Executive Offices)
Mr. Kwai Hoi Ma (Thomas Ma)
695 Town Center Drive, Suite 1200
Costa Mesa, CA 92626
Telephone: +1-657-408-8684
Email: IR@real.co
(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
| Class A ordinary shares par value $0.0001 per share | RMSG | NASDAQ Capital Market | ||
| Warrants, each whole warrant exercisable for one-half of one Class A ordinary share at an exercise price of $11.50 per full share | RMSGW | NASDAQ Capital Market |
Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of November 19, 2024: 4,821,298 Class A ordinary shares, par value $0.0001 per share, and 4,500,000 Class B ordinary shares, par value $0.0001 per share.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☐
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer”, “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ | Non-accelerated filer ☒ |
| Emerging growth company ☒ |
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐
| † | The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. |
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
| U.S. GAAP ☒ | International Financial Reporting Standards as issued by the International Accounting Standards Board ☐ | Other ☐ |
If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☐
Table of Contents
| Page | ||
| CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS | -ii- | |
| EXPLANATORY NOTE | -iii- | |
| PART I | 1 | |
| ITEM 1. | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS | 1 |
| ITEM 2. | OFFER STATISTICS AND EXPECTED TIMETABLE | 1 |
| ITEM 3. | KEY INFORMATION | 1 |
| ITEM 4. | INFORMATION ON THE COMPANY | 2 |
| ITEM 4A. | UNRESOLVED STAFF COMMENTS | 3 |
| ITEM 5. | OPERATING AND FINANCIAL REVIEW AND PROSPECTS | 3 |
| ITEM 6. | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES | 4 |
| ITEM 7. | MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS | 4 |
| ITEM 8. | FINANCIAL INFORMATION | 6 |
| ITEM 9. | THE OFFER AND LISTING | 6 |
| ITEM 10. | ADDITIONAL INFORMATION | 7 |
| ITEM 11. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS | 8 |
| ITEM 12. | DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES | 8 |
| PART II | 9 | |
| PART III | 10 | |
| ITEM 17. | FINANCIAL STATEMENTS | 10 |
| ITEM 18. | FINANCIAL STATEMENTS | 10 |
| ITEM 19. | EXHIBIT INDEX | 10 |
| -i- |
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Shell Company Report on Form 20-F (including information incorporated by reference herein, the “Report”) is being filed by Real Messenger Corporation., a Cayman Islands exempted company (“PubCo”). Unless otherwise indicated, “we,” “us,” “our,” “PubCo,” and the “Company”, and similar terminology refer to Real Messenger Corporation.
This Report contains or may contain forward-looking statements as defined in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”) that involve significant risks and uncertainties. All statements other than statements of historical facts are forward-looking statements. These forward-looking statements include information about our possible or assumed future results of operations or our performance. Words such as “expects,” “intends,” “plans,” “believes,” “anticipates,” “estimates,” and variations of such words and similar expressions are intended to identify the forward-looking statements. The risk factors and cautionary language referred to or incorporated by reference in this Report provide examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations described in our forward-looking statements, including among other things, the items identified in the “Risk Factors” section of PubCo’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on August 19, 2024, which are incorporated herein by reference.
Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Report. Although we believe that the expectations reflected in such forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. These statements involve known and unknown risks and are based upon a number of assumptions and estimates which are inherently subject to significant uncertainties and contingencies, many of which are beyond our control. Actual results may differ materially from those expressed or implied by such forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements contained in this Report, or the documents to which we refer readers in this Report, to reflect any change in our expectations with respect to such statements or any change in events, conditions or circumstances upon which any statement is based.
| -ii- |
The Business Combination
As previously reported on the Current Report on Form 8-K filed by Nova Vision Acquisition Corp. (“Nova SPAC”) with the SEC on March 27, 2023, Nova SPAC entered into a Merger Agreement (as amended, the “Agreement”) with Real Messenger Holdings Limited, a Cayman Islands exempted company (“RMHL”) and the other parties thereto. The Agreement is included as an exhibit to this Report as Exhibit 2.1.
As previously reported on the Current Report on Form 8-K filed by Nova SPAC with the SEC on September 12, 2024, Nova SPAC held an extraordinary general meeting of shareholders (the “EGM”), at which holders of 1,829,333 ordinary shares or 92.48% of the outstanding ordinary shares of Nova SPAC ( the “Nova SPAC Ordinary Shares”) were present in person or by proxy, constituting a quorum for the transaction of business. Only shareholders of record of Nova SPAC as of the close of business on August 19, 2024, the record date (the “Record Date”) for the EGM, were entitled to vote at the EGM. As of the Record Date, 1,978,052 ordinary shares of Nova SPAC were outstanding and entitled to vote at the EGM.
At the EGM, Nova SPAC’s shareholders voted to approve the proposals outlined in the definitive proxy statement filed by Nova SPAC with the SEC on August 19, 2024 (the “Proxy Statement”), including, among other things, the adoption of the Agreement and approval of the transactions contemplated by the Agreement, as described in the sections titled “Proposal No. 1 – The Redomestication Merger Proposal” beginning on page 75 of the Proxy Statement, and Proposal No. 2 – The Acquisition Merger Proposal” beginning on page 77 of the Proxy Statement. Pursuant to the Agreement, among other things, (i) subject to the approval and adoption of the Agreement, as the same had been amended through August 13, 2024, by the shareholders of Nova SPAC, Nova SPAC will merge with and into Real Messenger Corporation, a Cayman Islands exempted company and wholly owned subsidiary of Nova SPAC (the “Company” or “PubCo”), with PubCo remaining as the surviving publicly traded entity (the “Redomestication Merger”); (ii) substantially concurrently with the Redomestication Merger, RM2 Limited (“Merger Sub”), a Cayman Islands exempted company and wholly owned subsidiary of PubCo, will be merged with and into RMHL, with RMHL remaining as the surviving entity, resulting in RMHL being a wholly owned subsidiary of PubCo (the “Acquisition Merger”). collectively, the Redomestication Merger and the Acquisition Merger are referred to herein as the “Business Combination”).
In connection with the EGM, shareholders holding 200,133 of Nova SPAC’s public ordinary shares exercised their right to redeem such shares, after giving effect to certain redemption elections prior to Closing, for a pro rata portion of the funds in Nova SPAC’s trust account (the “Trust Account”). As a result, approximately $2,507,666 (approximately $12.53 per share) was removed from the Trust Account to pay such holders on November 19, 2024. Following redemptions, Nova SPAC had 9,919 public ordinary shares outstanding.
On November 19, 2024 (the “Closing Date”), the Business Combination was completed (the “Closing”). On November 20, 2024, the Company’s ordinary shares commenced trading on the Nasdaq Stock Market (“Nasdaq”) under the symbol “RMSG” and the Company’s warrants commenced trading on Nasdaq under the symbol “RMSGW”.
| -iii- |
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
A. Directors and Senior Management
The directors and executive officers upon consummation of the Business Combination are set forth in the Proxy Statement in the section entitled “PubCo’s Directors and Executive Officers after the Business Combination” beginning on page 16 thereof and that disclosure is incorporated herein by reference. The business address of each of the directors and executive officers of the Company is 695 Town Center Drive, Suite 1200, Costa Mesa, CA 92626.
B. Advisors
Nixon Peabody LLP will act as counsel to the Company upon and following the consummation of the Business Combination.
C. Auditors
Marcum Asia CPAs LLP, headquartered in New York, NY, has acted as RMHL’s independent registered public accountant since 2023. Following the consummation of the Business Combination, Marcum Asia CPAs LLP has acted as the Company’s independent registered public accounting firm.
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
Not Applicable.
A. [Reserved]
B. Capitalization and Indebtedness
The following table sets forth the capitalization of the Company on an unaudited pro forma combined basis as of March 31, 2024, after giving effect to the Business Combination.
| As of March 31, 2024 (pro forma) | ($ in thousands) | |||
| Cash and cash equivalents | 8,305 | |||
| Total equity | 8,656 | |||
| Debt: | ||||
| Non-current debt | - | |||
| Current debt | 302 | |||
| Total indebtedness | 302 | |||
| Total capitalization | 8,354 | |||
C. Reasons for the Offer and Use of Proceeds
Not applicable.
D. Risk Factors
The risk factors associated with the Company’s business are described in the Proxy Statement in the section entitled “Risk Factors” beginning on page 32 thereof and are incorporated herein by reference.
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ITEM 4. INFORMATION ON THE COMPANY
A. History and Development of the Company
Nova SPAC
Nova Vision Acquisition Corp. (“Nova SPAC”) was a blank check company incorporated on March 18, 2021 under the laws of the British Virgin Islands for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar business combination with one or more businesses or entities (the “Business Combination”). All of Nova SPAC’s activities since inception through the completion of the Business Combination have related to its formation and initial public offering, and since the closing of its initial public offering, a search for a business combination candidate, resulting in the Business Combination. Nova SPAC’s principal place of business was located at 2 Havelock Road #07-12, Singapore 059763 prior to the Business Combination.
The Company
Real Messenger Corporation was incorporated in the Cayman Islands on June 27, 2023 as an exempted company with limited liability for the purpose of effecting the Business Combination and to serve as the publicly traded parent company of Real Messenger following the Business Combination. The Company’s principal place of business is located at 695 Town Center Drive, Suite 1200, Costa Mesa, CA 92626 and its telephone number is +1-657-408-8684.
B. Business Overview
A description of the business of the Company is included in the Proxy Statement in the sections entitled “Business of Real Messenger” (beginning on page 104 thereof), “Nova Vision’s Business” (beginning on page 131 thereof), “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Real Messenger” (beginning on page 118 thereof), and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Nova Vision” (beginning on page 136 thereof), which are incorporated herein by reference.
C. Organizational Structure
The Company is a Cayman Islands exempted company with no subsidiaries prior to the effectiveness of the Business Combination. The following chart illustrates the corporate structure of the Company and its subsidiaries post-Business Combination.
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Note: Includes holders of 23,000 underwriter shares issued in Nova Vision’s IPO and holders of the 500,000 shares transferred from the Sponsor to the investors in a 2023 private placement (the “2023 Private Placement Investors”).
The ownership percentages above reflect the final shareholder structure of the Company immediately post-business combination closing. For more information, please see “Unaudited Pro Forma Condensed Consolidated Financial Information - Basis of Pro Forma Presentation.”
D. Property, Plants and Equipment
The Company’s principal place of business is located at 695 Town Center Drive, Suite 1200, Costa Mesa, CA 92626 and its telephone number is +1-657-408-8684.
ITEM 4A. UNRESOLVED STAFF COMMENTS
None.
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
The discussion and analysis of the financial condition of the Company is included in the Proxy Statement in the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Real Messenger” (beginning on page 118 thereof) and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Nova Vision” (beginning on page 136 thereof) which are incorporated herein by reference.
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ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
A. Directors and Executive Officers
See the section entitled “PubCo’s Directors and Executive Officers After the Business Combination” in the Proxy Statement beginning on page 156 thereof which is incorporated herein by reference.
B. Compensation
To date, the Company’s executive officers and directors have not received any compensation.
C. Board Practices
See “PubCo’s Directors and Executive Officers After the Business Combination” in the Proxy Statement beginning on page 156 thereof which is incorporated herein by reference.
D. Employees
The Company currently has 19 employees, of whom 16, or 84% are based in Hong Kong. As of July 31, 2023, we had 32 employees, of whom 16, or 50%, are based in Hong Kong. As of July 31, 2022, we had 22 employees, with 13 or 59%, based in Hong Kong. Over the past two years, we have hired talent who work from various places in the U.S., United Kingdom, Singapore and India, reflecting our focus on finding the right talent, regardless of location.
E. Share Ownership
Ownership of Company shares by its executive officers and directors upon consummation of the Business Combination is set forth in Item 7.A of this Report.
F. Disclosure of Registrant’s Action to Recover Erroneously Awarded Compensation
Not applicable
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
A. Major Shareholders
The following tables sets forth information regarding the beneficial ownership of the Company’s Ordinary Shares immediately after the consummation of the Business Combination by:
| ● | each person known to the Company who is the beneficial owner of more than 5% of any class of its shares immediately after the Business Combination; | |
| ● | each of its officers and directors; and | |
| ● | all of its officers and directors as a group. |
Unless otherwise indicated, the Company believes that all persons named in the table will have, immediately after the consummation of the Business Combination, sole voting and investment power with respect to all the Company’s securities beneficially owned by them.
Beneficial ownership is determined in accordance with SEC rules and includes voting or investment power with respect to securities. Except as indicated by the footnotes below, the Company believes, based on the information furnished to it, that the persons and entities named in the table below will have, immediately after the consummation of the Business Combination, sole voting and investment power with respect to all stock that they beneficially own, subject to applicable community property laws. All Ordinary Shares subject to options or warrants exercisable within 60 days of the consummation of the Business Combination are deemed to be outstanding and beneficially owned by the persons holding those options or warrants for the purpose of computing the number of shares beneficially owned and the percentage ownership of that person. They are not, however, deemed to be outstanding and beneficially owned for the purpose of computing the percentage ownership of any other person.
| 4 |
Subject to the paragraph above, percentage ownership of issued shares is based on 9,321,298 Ordinary Shares to be issued and outstanding upon consummation of the Business Combination. Such amount (i) includes the issuance of the 6,400,000 Ordinary Shares in the Acquisition Merger, including 1,900,000 Class A Ordinary Shares and 4,500,000 Class B Ordinary Shares to be issued to the current Real Messenger shareholders; (ii) includes the issuance of 1,833,169 Ordinary Shares to the Nova Vision shareholders in connection with the Redomestication Merger (assuming after actual redemptions and includes an aggregate of 605,750 shares are issued upon conversion of the NOVA Rights, including private rights); (iii) includes the issuance of 537,629 Ordinary Shares to holders of convertible promissory notes issued by Nova Vision (an aggregate of 48,875 shares are issued upon conversion of the NOVA Rights); (iv) includes the 500,000 additional Ordinary Shares to be transferred from the Sponsor to the 2023 Private Placement Investors (v) includes the issuance of 50,500 Ordinary Shares to Underwriter in connection with the Redomestication Merger; and (vi) assumes no exercise of the Warrants.
Ordinary Shares | Voting Power (%) | |||||||||||
| Name and Address of Beneficial Owner(1) | Number | % | % | |||||||||
| Executive Officers and Directors | ||||||||||||
| Kwai Hoi, Ma | 4,700,000 | 2 | 50.42 | 90.72 | ||||||||
| Elaine Yee Ling Ho | - | - | - | |||||||||
| Eric Ping Hang Wong | 100,000 | 1.07 | 0.20 | |||||||||
| Matthew Smith | - | - | - | |||||||||
| David Wai-Keung Chung | - | - | - | |||||||||
| Chun Fung Horace Ma | 20,000 | * | * | |||||||||
| All Executive Officers and Directors as a group | 4,820,000 | 51.49 | 90.92 | |||||||||
Ordinary Shares | Voting Power (%) | |||||||||||
| Name and Address of Beneficial Owner(1) | Number | % | % | |||||||||
| 5% Or Greater Holders | ||||||||||||
| Kwai Hoi, Ma | 4,700,000 | 2 | 50.42 | 90.72 | ||||||||
| Bloomington DH Holdings Limited3 | 3,300,000 | 34.40 | 66.24 | |||||||||
| Edinburgh DH Holdings Limited4 | 1,400,000 | 15.02 | 24.49 | |||||||||
| Fantastic Global Venture Limited5 | 700,000 | 7.51 | 1.41 | |||||||||
| TKO Investment Limited6 | 900,000 | 9.66 | 1.81 | |||||||||
| Nova Pulsar Holdings Limited7 | 1,445,879 | 15.51 | 2.90 | |||||||||
* Less than 1%.
1 Unless otherwise indicated, the business address of each of the individuals or entities is c/o 695 Town Center Drive, Suite 1200, Costa Mesa, CA 92626. The business address for Eric Ping Hang Wong and Chun Fung Horace Ma is 2 Havelock Road, #07-12, Singapore 059763.
2 Includes (i) 3,300,000 Class B ordinary shares owned by Bloomington DH Holdings Limited, a holding company owned and controlled by Kwai Hoi, Ma; and (ii) 1,200,000 Class B ordinary shares and 200,000 Class A ordinary shares owned by Edinburgh DH Holdings Limited, a holding company owned and controlled by the spouse of Kwai Hoi, Ma. The aforementioned 200,000 Class A ordinary shares consist of 100,000 Class A ordinary shares transferred from Nova Pulsar Holdings Limited and 100,000 Class A ordinary shares issued upon the conversion of a 2023 Convertible Note purchased in a private placement conducted by the Company in 2023.
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3 Holding company owned and controlled by Kwai Hoi, Ma, who holds voting and/or dispositive power of the shares of the Company.
4 Holding company owned and controlled by the spouse of Kwai Hoi, Ma, who holds voting and/or dispositive power of the shares of the Company.
5 Holding company owned and controlled by Mr. Ching Yuk, Ma, who holds voting and/or dispositive power of the shares of the Company. The business address of Fantastic Global Venture Limited is 130 Des Voeux Road, Central, Hong Kong.
6 Holding company owned and controlled by Ms. Kwai Yun, Ma, who holds voting and/or dispositive power of the shares of the Company. The business address of TKO Investment Limited is Kingston Chambers, PO Box 173, Road Town, Tortola, British Virgin Islands.
7 Holding company owned and controlled by Mr. Wing-Ho, Ngan, who holds voting and/or dispositive power of the shares of the Company. The business address for Nova Pulsar Holdings Limited is 2 Havelock Road, #07-12, Singapore 059763.
B. Related Party Transactions
Related party transactions of the Company are described in the Proxy Statement in the section entitled “Certain Transactions of Real Messenger” beginning on page 166 thereof, which is incorporated herein by reference.
C. Interests of Experts and Counsel
Not Applicable
A. Consolidated Statements and Other Financial Information
See Item 18 of this Report.
B. Significant Changes
Not applicable
A. Offer and Listing Details
The Company’s Class A ordinary shares and warrants trade on the Nasdaq under the symbols RMSG and RMSGW, respectively.
B. Plan of Distribution
Not applicable
C. Markets
The Company’s ordinary shares and warrants trade on the Nasdaq under the symbols RMSG and RMSGW, respectively.
D. Selling Shareholders
Not applicable
E. Dilution
Not applicable
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F. Expenses of the Issue
Not applicable
ITEM 10. ADDITIONAL INFORMATION
A. Share Capital
At the EGM, Nova SPAC’s stockholders also approved the Amended and Restated Memorandum and Articles of Association (“Amended Charter”) to, among other things, remove provisions applicable to blank check companies and to change Nova SPAC’s name to “Real Messenger Corporation”. The Amended Charter, which became effective upon filing with the General Registry of the Cayman Islands on November 12, 2024, includes the amendments proposed by Proposal No. 4, the Governance Proposal, as set forth in the Proxy Statement.
The Amended Charter is filed herewith as Exhibit 3.1 to this Form 20-F, and incorporated herein by reference.
B. Memorandum and Articles of Association
We are an exempted company incorporated under the laws of the Cayman Islands and our affairs are governed by our Amended and Restated Memorandum and Articles of Association, as amended and restated from time to time, and Companies Law (2020 Revision) of the Cayman Islands, which we refer to as the Companies Law below, and the common law of the Cayman Islands.
The Amended Charter is filed herewith as Exhibit 3.1 to this Form 20-F, and incorporated herein by reference.
The description of the Amended Charter contained in the Proxy Statement in the section titled “Description of PubCo’s Securities” beginning on Page 176 thereof is incorporated herein by reference.
Registered Office and Objects
Our registered office in the Cayman Islands is the office of Ogier Global (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands, or at such other place within the Cayman Islands as the Directors may decide.
According to Clause 3 of our Amended Charter, the objects for which we are established are unrestricted and we shall have full power and authority to carry out any object not prohibited by the Companies Law or as the same may be revised from time to time, or any other law of the Cayman Islands.
Board of Directors
See “Item 6. Directors, Senior Management and Employees.”
Ordinary Shares
The description of our ordinary shares is contained in the Proxy Statement in the section entitled “Description PubCo’s Securities (beginning on page 177),” which is incorporated herein by reference.
C. Material Contracts
The Company’s material contracts are listed in the Exhibit List to the Proxy Statement beginning on page ___, which disclosure is incorporated herein by reference.
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D. Exchange Controls and Other Limitations Affecting Security Holders
Under the laws of the Cayman Islands, there are currently no restrictions on the export or import of capital, including foreign exchange controls or restrictions that affect the remittance of dividends, interest or other payments to non-resident holders of our ordinary shares.
E. Taxation
The material United States federal income tax consequences of owning and disposing of our securities following the Business Combination are described in the Proxy Statement in the section entitled “U.S. Federal Income Tax Considerations” (beginning on page 167) which is incorporated herein by reference.
F. Dividends and Paying Agents
The Company has no current plans to pay dividends and does not currently have a paying agent.
G. Statement by Experts
The consolidated financial statements of Real Messenger Holdings Limited as of and for the years ended March 31, 2024 and 2023 included in the Proxy Statement have been audited by Marcum Asia CPAs LLP, an independent registered public accounting firm as stated in their report appearing herein. Such financial statements are included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.
The consolidated financial statements of Nova Vision Acquisition Corp. for the years ended December 31, 2023 and 2022 included in the Proxy Statement have been audited by MaloneBailey, LLP, independent registered public accounting firm, as set forth in their report, thereon (which contains an explanatory paragraph relating to substantial doubt about the ability of Nova Vision Acquisition Corp. to continue as a going concern as described in Note 1 to the financial statements), appearing elsewhere in Proxy Statement, and are included in reliance on such report given upon such firm as experts in auditing and accounting.
H. Documents on Display
We are subject to certain of the informational filing requirements of the Exchange Act. Since we are a “foreign private issuer,” we are exempt from the rules and regulations under the Exchange Act prescribing the furnishing and content of proxy statements, and our officers, directors and principal shareholders are exempt from the reporting and “short-swing” profit recovery provisions contained in Section 16 of the Exchange Act, with respect to their purchase and sale of our shares. In addition, we are not required to file reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. However, we are required to file with the SEC an Annual Report on Form 20-F containing financial statements audited by an independent accounting firm. We also furnish to the SEC, on Form 6-K, unaudited financial information after each of our first three fiscal quarters. The SEC also maintains a website at http://www.sec.gov that contains reports and other information that we file with or furnish electronically with the SEC.
I. Subsidiary Information
Not applicable.
J. Annual Report to Security Holders
Not applicable.
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended, (the Exchange Act), and are not required to provide the information otherwise required under this item.
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
Not applicable.
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ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
Not required
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
Not required
ITEM 15. CONTROLS AND PROCEDURES
Not required
Not required
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT
Not required
Not required
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Not required
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
Not required
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
None
ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
Not applicable
ITEM 16G. CORPORATE GOVERNANCE
Not required
ITEM 16H. MINE SAFETY DISCLOSURE
Not applicable
ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable
ITEM 16J. INSIDER TRADING POLICIES
Not applicable
Not applicable
| 9 |
See “Item 18. Financial Statements.”
The Company’s audited financial statements for the years ended March 31, 2024 and March 31, 2023 each of which is included in the Proxy Statement between pages F-39 and F-55 are incorporated herein by reference.
Nova Vision’s unaudited consolidated financial statements for the six months ended June 30, 2024 and June 30, 2023 and its audited consolidated financial statements for the years ended December 31, 2023 and 2022, each of which is included in the Proxy Statement between pages F-3 and F-36 are incorporated herein by reference.
| * | Filed herewith |
| 10 |
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this report on its behalf.
| REAL MESSENGER CORPORATION | ||
| November 25, 2024 | By: | /s/ Kwai Hoi Ma |
| Name: | Kwai Hoi Ma | |
| Title: | Chief Executive Office and Principal Executive Officer | |
| 11 |
EXHIBIT 3.1
The Companies Act (Revised)
Company Limited by Shares
Real Messenger Corporation | ||
AMENDED AND RESTATED memorandum AND ARTICLES of association
(adopted by a special resolution passed on 12 November 2024 and effective on 14 November 2024)
|
||
The Companies Act (Revised)
OF THE CAYMAN ISLANDS
Company Limited by Shares
Amended and Restated
MEMORANDUM of Association
of
Real Messenger Corporation
(adopted by a Special Resolution passed on 12 November 2024 and effective on 14 November 2024)
| 1 | The name of the Company is Real Messenger Corporation. |
| 2 | The Company’s registered office will be situated at the office of Ogier Global (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands or at such other place in the Cayman Islands as the directors may at any time decide. |
| 3 | The objects for which the Company is established are unrestricted and the Company shall have full power and authority to carry out any object not prohibited by the Companies Act or any other law of the Cayman Islands. |
| 4 | The Company shall have and be capable of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit as provided by the Companies Act. |
| 5 | The Company will not trade in the Cayman Islands with any person, firm or corporation except in furtherance of the business of the Company carried on outside the Cayman Islands; provided that nothing in this section shall be construed as to prevent the Company effecting and concluding contracts in the Cayman Islands, and exercising in the Cayman Islands all of its powers necessary for the carrying on of its business outside the Cayman Islands. |
| 6 | The liability of each Shareholder is limited to the amount, if any, unpaid on the Shares held by such Shareholder. |
| 7 | The authorised share capital of the Company is US$50,000 divided into (i) 488,000,000 Class A ordinary shares of a par value of USD0.0001 each and (ii) 12,000,000 Class B ordinary shares of a par value of USD0.0001 each. Subject to the Companies Act and the Articles, the Company shall have power to redeem or purchase any of its Shares and to increase or reduce its authorised share capital and to sub-divide or consolidate the said Shares or any of them and to issue all or any part of its capital whether original, redeemed, increased or reduced with or without any preference, priority, special privilege or other rights or subject to any postponement of rights or to any conditions or restrictions whatsoever and so that unless the conditions of issue shall otherwise expressly provide every issue of shares whether stated to be ordinary, preference or otherwise shall be subject to the powers on the part of the Company hereinbefore provided. |
| 8 | The Company has the power contained in the Companies Act to deregister in the Cayman Islands and be registered by way of continuation in some other jurisdiction. |
| 9 | Capitalised terms that are not defined in this Memorandum of Association bear the same meanings as those given in the Articles of Association of the Company. |
| 2 |
The Companies Act (Revised)
OF THE CAYMAN ISLANDS
Company Limited by Shares
Amended and Restated
ARTICLES of Association
of
Real Messenger Corporation
(adopted by a Special Resolution passed on 12 November 2024 and effective on 14 November 2024)
TABLE A
The regulations contained or incorporated in Table ‘A’ in the First Schedule of the Companies Act shall not apply to the Company and the following Articles shall comprise the Articles of Association of the Company.
INTERPRETATION
| 1 | In these Articles the following defined terms will have the meanings ascribed to them, if not inconsistent with the subject or context: |
| “Affiliate” | means in respect of a Person, any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person, and (i) in the case of a natural person, shall include, without limitation, such person’s spouse, parents, children, siblings, mother-in-law, father-in-law, brothers-in-law and sisters-in-law, a trust for the benefit of any of the foregoing, and a corporation, partnership or any other entity wholly or jointly owned by any of the foregoing, and (ii) in the case of an entity, shall include a partnership, a corporation or any other entity or any natural person which directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such entity. The term “control” shall mean the ownership, directly or indirectly, of shares possessing more than fifty per cent (50%) of the voting power of the corporation, partnership or other entity (other than, in the case of a corporation, securities having such power only by reason of the happening of a contingency), or having the power to control the management or elect a majority of members to the board of directors or equivalent decision-making body of such corporation, partnership or other entity; | ||
| “Articles” | means these articles of association of the Company, as amended or substituted from time to time; |
| 3 |
| “Board” and “Board of Directors” and “Directors” | means the directors of the Company for the time being, or as the case may be, the directors assembled as a board or as a committee thereof; | ||
| “Chairperson” | means the chairperson of the Board of Directors; | ||
| “Class” or “Classes” | means any class or classes of Shares as may from time to time be issued by the Company; | ||
| “Class A Ordinary Share” | means an Ordinary Share of a par value of US$0.0001 in the capital of the Company, designated as a Class A Ordinary Share and having the rights provided for in these Articles; | ||
| “Class B Ordinary Share” | means an Ordinary Share of a par value of US$0.0001 in the capital of the Company, designated as a Class B Ordinary Share and having the rights provided for in these Articles; | ||
| “Commission” | means the Securities and Exchange Commission of the United States of America or any other federal agency for the time being administering the Securities Act; | ||
| “Communication 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; | ||
| “Company” | means Real Messenger Corporation, a Cayman Islands exempted company; | ||
| “Companies Act” | means the Companies Act (As Revised) of the Cayman Islands and any statutory amendment or re-enactment thereof; | ||
| “Company’s Website” | means the main corporate/investor relations website of the Company, the address or domain name of which has been notified to the Shareholders; | ||
| “Designated Person” | means Mr. Kwai Hoi Ma. | ||
| “Designated Stock Exchange” | means the stock exchange in the United States on which the Company’s securities are traded; | ||
| “Designated Stock 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 securities of the Company on the Designated Stock Exchange; |
| 4 |
| “electronic” | has the meaning given to it in the Electronic Transactions Act and any amendment thereto or re-enactments thereof for the time being in force and includes every other law incorporated therewith or substituted therefor; | ||
| “electronic communication” | means electronic posting to the Company’s Website, transmission to any number, address or internet website or other electronic delivery methods as otherwise decided and approved by not less than two-thirds of the vote of the Board; | ||
| “Electronic Transactions Act” | means the Electronic Transactions Act (As Revised) of the Cayman Islands and any statutory amendment or re-enactment thereof; | ||
| “electronic record” | has the meaning given to it in the Electronic Transactions Act and any amendment thereto or re-enactments thereof for the time being in force and includes every other law incorporated therewith or substituted therefor; | ||
| “Memorandum of Association” | means the memorandum of association of the Company, as amended or substituted from time to time; | ||
| “Ordinary Resolution” | means a resolution: | ||
| (a) | passed by a simple majority of the votes cast by such Shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy or, in the case of corporations, by their duly authorised representatives, at a general meeting of the Company held in accordance with these Articles; or | ||
|
(b) |
approved in writing by all of the Shareholders entitled to vote at a general meeting of the Company in one or more instruments each signed by one or more of the Shareholders and the effective date of the resolution so adopted shall be the date on which the instrument, or the last of such instruments, if more than one, is executed; | ||
| “Ordinary Share” | means a Class A Ordinary Share or a Class B Ordinary Share; | ||
| “paid up” | means paid up as to the par value in respect of the issue of any Shares and includes credited as paid up; |
| 5 |
| “Person” | means any natural person, firm, company, joint venture, partnership, corporation, association or other entity (whether or not having a separate legal personality) or any of them as the context so requires; | ||
| “Present” | means, in respect of any Person, such Person’s presence at a general meeting of Shareholders (or any meeting of the holders of any Class of Shares), which may be satisfied by means of such Person or, if a corporation or other non-natural Person, its duly authorised representative (or, in the case of any Shareholder, a proxy which has been validly appointed by such Shareholder in accordance with these Articles), being: (a) physically present at the meeting; or (b) in the case of any meeting at which Communication Facilities are permitted in accordance with these Articles, including any Virtual Meeting, connected by means of the use of such Communication Facilities; | ||
| “Register” | means the register of Members of the Company maintained in accordance with the Companies Act; | ||
| “Registered Office” | means the registered office of the Company as required by the Companies Act; | ||
| “Seal” | means the common seal of the Company (if adopted) including any facsimile thereof; | ||
| “Secretary” | means any Person appointed by the Directors to perform any of the duties of the secretary of the Company; | ||
| “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; | ||
| “Share” | means a share in the capital of the Company. All references to “Shares” herein shall be deemed to be Shares of any or all Classes as the context may require. For the avoidance of doubt in these Articles the expression “Share” shall include a fraction of a Share; | ||
| “Shareholder” or “Member” | means a Person who is registered as the holder of one or more Shares in the Register; | ||
| “Share Premium Account” | means the share premium account established in accordance with these Articles and the Companies Act; |
| 6 |
| “signed” | means bearing a signature or representation of a signature affixed by mechanical means or an electronic symbol or process attached to or logically associated with an electronic communication and executed or adopted by a Person with the intent to sign the electronic communication; | ||
| “Special Resolution” | means a special resolution of the Company passed in accordance with the Companies Act, being a resolution: | ||
| (a) | passed by not less than two-thirds of the votes cast by such Shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy or, in the case of corporations, by their duly authorised representatives, at a general meeting of the Company of which notice specifying the intention to propose the resolution as a special resolution has been duly given; or | ||
| (b) | approved in writing by all of the Shareholders entitled to vote at a general meeting of the Company in one or more instruments each signed by one or more of the Shareholders and the effective date of the special resolution so adopted shall be the date on which the instrument or the last of such instruments, if more than one, is executed; | ||
| “Treasury Share” | means a Share held in the name of the Company as a treasury share in accordance with the Companies Act; | ||
| “United States” | means the United States of America, its territories, its possessions and all areas subject to its jurisdiction; and | ||
| “Virtual Meeting” | means any general meeting of the Shareholders (or any meeting of the holders of any Class of Shares) at which the Shareholders (and any other permitted participants of such meeting, including without limitation the chairperson of the meeting and any Directors) are permitted to attend and participate solely by means of Communication Facilities. |
| 2 | In these Articles, save where the context requires otherwise: |
| (a) | words importing the singular number shall include the plural number and vice versa; |
| (b) | words importing the masculine gender only shall include the feminine gender and any Person as the context may require; |
| (c) | the word “may” shall be construed as permissive and the word “shall” shall be construed as imperative; |
| (d) | reference to a dollar or dollars (or US$) and to a cent or cents is reference to dollars and cents of the United States of America; |
| 7 |
| (e) | reference to a statutory enactment shall include reference to any amendment or re-enactment thereof for the time being in force; |
| (f) | reference to any determination by the Directors shall be construed as a determination by the Directors in their sole and absolute discretion and shall be applicable either generally or in any particular case; |
| (g) | reference to “in writing” shall be construed as written or represented by any means reproducible in writing, including any form of print, lithograph, email, facsimile, photograph or telex or represented by any other substitute or format for storage or transmission for writing including in the form of an electronic record or partly one and partly another; |
| (h) | any requirements as to delivery under the Articles include delivery in the form of an electronic record or an electronic communication; |
| (i) | any requirements as to execution or signature under the Articles, including the execution of the Articles themselves, can be satisfied in the form of an electronic signature as defined in the Electronic Transactions Act; and |
| (j) | Sections 8 and 19(3) of the Electronic Transactions Act shall not apply. |
| 3 | Subject to the last two preceding Articles, any words defined in the Companies Act shall, if not inconsistent with the subject or context, bear the same meaning in these Articles. |
PRELIMINARY
| 4 | The business of the Company may be conducted as the Directors see fit. |
| 5 | The Registered Office shall be at such address in the Cayman Islands as the Directors may from time to time determine. The Company may in addition establish and maintain such other offices and places of business and agencies in such places as the Directors may from time to time determine. |
| 6 | The expenses incurred in the formation of the Company and in connection with the offer for subscription and issue of Shares shall be paid by the Company. Such expenses may be amortised over such period as the Directors may determine and the amount so paid shall be charged against income and/or capital in the accounts of the Company as the Directors shall determine. |
| 7 | The Directors shall keep, or cause to be kept, the Register at such place as the Directors may from time to time determine and, in the absence of any such determination, the Register shall be kept at the Registered Office. |
| 8 |
SHARES
| 8 | Subject to these Articles, all Shares for the time being unissued shall be under the control of the Directors who may, in their absolute discretion and without the approval of the Members, cause the Company to: |
| (a) | issue, allot and dispose of Shares (including, without limitation, preferred shares) (whether in certificated form or non-certificated form) to such Persons, in such manner, on such terms and having such rights and being subject to such restrictions as they may from time to time determine; |
| (b) | grant rights over Shares or other securities to be issued in one or more classes or series as they deem necessary or appropriate and determine the designations, powers, preferences, privileges and other rights attaching to such Shares or securities, including dividend rights, voting rights, conversion rights, terms of redemption and liquidation preferences, any or all of which may be greater than the powers, preferences, privileges and rights associated with the then issued and outstanding Shares, at such times and on such other terms as they think proper; and |
| (c) | grant options with respect to Shares and issue warrants or similar instruments with respect thereto. |
| 9 | The Directors may authorise the division of Shares into any number of Classes and the different Classes shall be authorised, established and designated (or re-designated as the case may be) and the variations in the relative rights (including, without limitation, voting, dividend and redemption rights), restrictions, preferences, privileges and payment obligations as between the different Classes (if any) may be fixed and determined by the Directors or by an Ordinary Resolution. The Directors may issue Shares with such preferred or other rights, all or any of which may be greater than the rights of Ordinary Shares, at such time and on such terms as they may think appropriate. Notwithstanding Article 17, the Directors may issue from time to time, out of the authorised share capital of the Company (other than the authorised but unissued Ordinary Shares), series of preferred shares in their absolute discretion and without approval of the Members; provided, however, before any preferred shares of any such series are issued, the Directors shall by resolution of Directors determine, with respect to any series of preferred shares, the terms and rights of that series, including: |
| (a) | the designation of such series, the number of preferred shares to constitute such series and the subscription price thereof if different from the par value thereof; |
| (b) | whether the preferred shares of such series shall have voting rights, in addition to any voting rights provided by law, and, if so, the terms of such voting rights, which may be general or limited; |
| (c) | the dividends, if any, payable on such series, whether any such dividends shall be cumulative, and, if so, from what dates, the conditions and dates upon which such dividends shall be payable, and the preference or relation which such dividends shall bear to the dividends payable on any shares of any other class or any other series of shares; |
| 9 |
| (d) | whether the preferred shares of such series shall be subject to redemption by the Company, and, if so, the times, prices and other conditions of such redemption; |
| (e) | whether the preferred shares of such series shall have any rights to receive any part of the assets available for distribution amongst the Members upon the liquidation of the Company, and, if so, the terms of such liquidation preference, and the relation which such liquidation preference shall bear to the entitlements of the holders of shares of any other class or any other series of shares; |
| (f) | whether the preferred shares of such series shall be subject to the operation of a retirement or sinking fund and, if so, the extent to and manner in which any such retirement or sinking fund shall be applied to the purchase or redemption of the preferred shares of such series for retirement or other corporate purposes and the terms and provisions relative to the operation thereof; |
| (g) | whether the preferred shares of such series shall be convertible into, or exchangeable for, shares of any other class or any other series of preferred shares or any other securities and, if so, the price or prices or the rate or rates of conversion or exchange and the method, if any, of adjusting the same, and any other terms and conditions of conversion or exchange; |
| (h) | the limitations and restrictions, if any, to be effective while any preferred shares of such series are outstanding upon the payment of dividends or the making of other distributions on, and upon the purchase, redemption or other acquisition by the Company of, the existing shares or shares of any other class of shares or any other series of preferred shares; |
| (i) | the conditions or restrictions, if any, upon the creation of indebtedness of the Company or upon the issue of any additional shares, including additional shares of such series or of any other class of shares or any other series of preferred shares; and |
| (j) | any other powers, preferences and relative, participating, optional and other special rights, and any qualifications, limitations and restrictions thereof; |
and, for such purposes, the Directors may reserve an appropriate number of Shares for the time being unissued. The Company shall not issue Shares to bearer.
| 10 | The Company may insofar as may be permitted by law, pay a commission to any Person in consideration of his subscribing or agreeing to subscribe whether absolutely or conditionally for any Shares. Such commissions may be satisfied by the payment of cash or the lodgement of fully or partly paid-up Shares or partly in one way and partly in the other. The Company may also pay such brokerage as may be lawful on any issue of Shares. |
| 10 |
| 11 | The Directors may refuse to accept any application for Shares, and may accept any application in whole or in part, for any reason or for no reason. |
CLASS A ORDINARY SHARES AND CLASS B ORDINARY SHARES
| 12 | Holders of Class A Ordinary Shares and Class B Ordinary Shares shall at all times vote together as one class on all resolutions submitted to a vote by the Members. Each Class A Ordinary Share shall entitle the holder thereof to one (1) vote on all matters subject to vote at general meetings of the Company, and each Class B Ordinary Share shall entitle the holder thereof to ten (10) votes on all matters subject to vote at general meetings of the Company. |
| 13 | Each Class B Ordinary Share is convertible into one (1) Class A Ordinary Share at any time at the option of the holder thereof. The right to convert shall be exercisable by the holder of the Class B Ordinary Share delivering a written notice to the Company that such holder elects to convert a specified number of Class B Ordinary Shares into Class A Ordinary Shares. In no event shall Class A Ordinary Shares be convertible into Class B Ordinary Shares. |
| 14 | Any conversion of Class B Ordinary Shares into Class A Ordinary Shares pursuant to these Articles shall be effected by means of the re-designation of each relevant Class B Ordinary Share as a Class A Ordinary Share. Such conversion shall become effective (i) in the case of any conversion effected pursuant to Article 13, forthwith upon the receipt by the Company of the written notice delivered to the Company as described in Article 13 (or at such later date as may be specified in such notice), or (ii) in the case of any automatic conversion effected pursuant to Article 15, forthwith upon occurrence of the event specified in Article 15 which triggers such automatic conversion, and the Company shall make entries in the Register to record the re-designation of the relevant Class B Ordinary Shares as Class A Ordinary Shares. |
| 15 | Upon any sale, transfer, assignment or disposition of any Class B Ordinary Share by a Shareholder to any person who is not the Designated Person or an Affiliate of the Designated Person, or upon a change of ultimate beneficial ownership of any Class B Ordinary Share to any Person who is not the Designated Person or an Affiliate of the Designated Person, such Class B Ordinary Share shall be automatically and immediately converted into the same number of Class A Ordinary Share. For the avoidance of doubt, (i) a sale, transfer, assignment or disposition shall be effective upon the Company’s registration of such sale, transfer, assignment or disposition in its Register; and (ii) the creation of any pledge, charge, encumbrance or other third party right of whatever description on any Class B Ordinary Shares to secure a holder’s contractual or legal obligations shall not be deemed as a sale, transfer, assignment or disposition, or a change of ultimate beneficial ownership, unless and until any such pledge, charge, encumbrance or other third party right is enforced and results in the third party holding legal title to the relevant Class B Ordinary Shares, in which case all the related Class B Ordinary Shares shall be automatically converted into the same number of Class A Ordinary Shares. For the purposes of this Article 15, beneficial ownership shall have the meaning set forth in Rule 13d-3 under the United States Securities Exchange Act of 1934, as amended. |
| 11 |
| 16 | Save and except for voting rights and conversion rights as set out in Articles 12 to 15 (inclusive), the Class A Ordinary Shares and the Class B Ordinary Shares shall rank pari passu with one another and shall have the same rights, preferences, privileges and restrictions. |
MODIFICATION OF RIGHTS
| 17 | Whenever the capital of the Company is divided into different Classes the rights attached to any such Class may, subject to any rights or restrictions for the time being attached to any Class, only be materially adversely varied with the consent in writing of the holders of two-thirds of the issued Shares of that Class or with the sanction of a Special Resolution passed at a separate meeting of the holders of the Shares of that Class. To every such separate meeting all the provisions of these Articles relating to general meetings of the Company or to the proceedings thereat shall, mutatis mutandis, apply, except that the necessary quorum shall be one or more Persons holding or representing by proxy at least one-third in nominal or par value amount of the issued Shares of the relevant Class (but so that if at any adjourned meeting of such holders a quorum as above defined is not Present, those Shareholders who are Present shall form a quorum) and that, subject to any rights or restrictions for the time being attached to the Shares of that Class, every Shareholder of the Class shall on a poll have one vote for each Share of the Class held by him. For the purposes of this Article the Directors may treat all the Classes or any two or more Classes as forming one Class if they consider that all such Classes would be affected in the same way by the proposals under consideration, but in any other case shall treat them as separate Classes. |
| 18 | The rights conferred upon the holders of the Shares of any Class issued with preferred or other rights shall not, subject to any rights or restrictions for the time being attached to the Shares of that Class, be deemed to be materially adversely varied by, inter alia, the creation, allotment or issue of further Shares ranking pari passu with or subsequent to them or the redemption or purchase of any Shares of any Class by the Company. The rights of the holders of Shares shall not be deemed to be materially adversely varied by the creation or issue of Shares with preferred or other rights including, without limitation, the creation of Shares with enhanced or weighted voting rights. |
CERTIFICATES
| 19 | Every Person whose name is entered as a Member in the Register may, without payment and upon its written request, request a certificate within two calendar months after allotment or lodgement of transfer (or within such other period as the conditions of issue shall provide) in the form determined by the Directors. All certificates shall specify the Share or Shares held by that Person, provided that in respect of a Share or Shares held jointly by several Persons the Company shall not be bound to issue more than one certificate, and delivery of a certificate for a Share to one of several joint holders shall be sufficient delivery to all. All certificates for Shares shall be delivered personally or sent through the post addressed to the Member entitled thereto at the Member’s registered address as appearing in the Register. |
| 20 | Every share certificate of the Company shall bear such legends as may be required under applicable laws, including the Securities Act. |
| 12 |
| 21 | Any two or more certificates representing Shares of any one Class held by any Member may at the Member’s request be cancelled and a single new certificate for such Shares issued in lieu on payment (if the Directors shall so require) of one dollar (US$1.00) or such smaller sum as the Directors shall determine. |
| 22 | If a share certificate shall be damaged or defaced or alleged to have been lost, stolen or destroyed, a new certificate representing the same Shares may be issued to the relevant Member upon request, subject to delivery up of the old certificate or (if alleged to have been lost, stolen or destroyed) compliance with such conditions as to evidence and indemnity and the payment of out-of-pocket expenses of the Company in connection with the request as the Directors may think fit. |
| 23 | In the event that Shares are held jointly by several Persons, any request may be made by any one of the joint holders and if so made shall be binding on all of the joint holders. |
FRACTIONAL SHARES
| 24 | The Directors may issue fractions of a Share and, if so issued, a fraction of a Share shall be subject to and carry the corresponding fraction of liabilities (whether with respect to nominal or par value, premium, contributions, calls or otherwise), limitations, preferences, privileges, qualifications, restrictions, rights (including, without prejudice to the generality of the foregoing, voting and participation rights) and other attributes of a whole Share. If more than one fraction of a Share of the same Class is issued to or acquired by the same Shareholder such fractions shall be accumulated. |
LIEN
| 25 | The Company has a first and paramount lien on every Share (whether or not fully paid) for all amounts (whether presently payable or not) payable at a fixed time or called in respect of that Share. The Company also has a first and paramount lien on every Share registered in the name of a Person indebted or under liability to the Company (whether he is the sole registered holder of a Share or one of two or more joint holders) for all amounts owing by him or his estate to the Company (whether or not presently payable). The Directors may at any time declare a Share to be wholly or in part exempt from the provisions of this Article. The Company’s lien on a Share extends to any amount payable in respect of it, including but not limited to dividends. |
| 26 | The Company may sell, in such manner as the Directors in their absolute discretion think fit, any Share on which the Company has a lien, but no sale shall be made unless an amount in respect of which the lien exists is presently payable nor until the expiration of fourteen calendar days after a notice in writing, demanding payment of such part of the amount in respect of which the lien exists as is presently payable, has been given to the registered holder for the time being of the Share, or the Persons entitled thereto by reason of his death or bankruptcy. |
| 27 | For giving effect to any such sale the Directors may authorise a Person to transfer the Shares sold to the purchaser thereof. The purchaser shall be registered as the holder of the Shares comprised in any such transfer and he shall not be bound to see to the application of the purchase money, nor shall his title to the Shares be affected by any irregularity or invalidity in the proceedings in reference to the sale. |
| 13 |
| 28 | The proceeds of the sale after deduction of expenses, fees and commissions incurred by the Company shall be received by the Company and applied in payment of such part of the amount in respect of which the lien exists as is presently payable, and the residue shall (subject to a like lien for sums not presently payable as existed upon the Shares prior to the sale) be paid to the Person entitled to the Shares immediately prior to the sale. |
CALLS ON SHARES
| 29 | Subject to the terms of the allotment, the Directors may from time to time make calls upon the Shareholders in respect of any moneys unpaid on their Shares, and each Shareholder shall (subject to receiving at least fourteen calendar days’ notice specifying the time or times of payment) pay to the Company at the time or times so specified the amount called on such Shares. A call shall be deemed to have been made at the time when the resolution of the Directors authorising such call was passed. |
| 30 | The joint holders of a Share shall be jointly and severally liable to pay calls in respect thereof. |
| 31 | If a sum called in respect of a Share is not paid before or on the day appointed for payment thereof, the Person from whom the sum is due shall pay interest upon the sum at the rate of eight percent per annum from the day appointed for the payment thereof to the time of the actual payment, but the Directors shall be at liberty to waive payment of that interest wholly or in part. |
| 32 | The provisions of these Articles as to the liability of joint holders and as to payment of interest shall apply in the case of non-payment of any sum which, by the terms of issue of a Share, becomes payable at a fixed time, whether on account of the amount of the Share, or by way of premium, as if the same had become payable by virtue of a call duly made and notified. |
| 33 | The Directors may make arrangements with respect to the issue of partly paid Shares for a difference between the Shareholders, or the particular Shares, in the amount of calls to be paid and in the times of payment. |
| 34 | The Directors may, if they think fit, receive from any Shareholder willing to advance the same all or any part of the moneys uncalled and unpaid upon any partly paid Shares held by him, and upon all or any of the moneys so advanced may (until the same would, but for such advance, become presently payable) pay interest at such rate (not exceeding without the sanction of an Ordinary Resolution, eight percent per annum) as may be agreed upon between the Shareholder paying the sum in advance and the Directors. No such sum paid in advance of calls shall entitle the Member paying such sum to any portion of a dividend declared in respect of any period prior to the date upon which such sum would, but for such payment, become presently payable. |
| 14 |
FORFEITURE OF SHARES
| 35 | If a Shareholder fails to pay any call or instalment of a call in respect of partly paid Shares on the day appointed for payment, the Directors may, at any time thereafter during such time as any part of such call or instalment remains unpaid, serve a notice on him requiring payment of so much of the call or instalment as is unpaid, together with any interest which may have accrued. |
| 36 | The notice shall name a further day (not earlier than the expiration of fourteen calendar days from the date of the notice) on or before which the payment required by the notice is to be made, and shall state that in the event of non-payment at or before the time appointed, the Shares in respect of which the call was made will be liable to be forfeited. |
| 37 | If the requirements of any such notice as aforesaid are not complied with, any Share in respect of which the notice has been given may at any time thereafter, before the payment required by notice has been made, be forfeited by a resolution of the Directors to that effect. |
| 38 | A forfeited Share may be sold or otherwise disposed of on such terms and in such manner as the Directors think fit, and at any time before a sale or disposition the forfeiture may be cancelled on such terms as the Directors think fit. |
| 39 | A Person whose Shares have been forfeited shall cease to be a Shareholder in respect of the forfeited Shares, but shall, notwithstanding, remain liable to pay to the Company all moneys which at the date of forfeiture were payable by him to the Company in respect of the Shares forfeited, but his liability shall cease if and when the Company receives payment in full of the amount unpaid on the Shares forfeited. |
| 40 | A certificate in writing under the hand of a Director that a Share has been duly forfeited on a date stated in the certificate shall be conclusive evidence of the facts in the declaration as against all Persons claiming to be entitled to the Share. |
| 41 | The Company may receive the consideration, if any, given for a Share on any sale or disposition thereof pursuant to the provisions of these Articles as to forfeiture and may execute a transfer of the Share in favour of the Person to whom the Share is sold or disposed of and that Person shall be registered as the holder of the Share and shall not be bound to see to the application of the purchase money, if any, nor shall his title to the Shares be affected by any irregularity or invalidity in the proceedings in reference to the disposition or sale. |
| 42 | The provisions of these Articles as to forfeiture shall apply in the case of non-payment of any sum which by the terms of issue of a Share becomes due and payable, whether on account of the amount of the Share, or by way of premium, as if the same had been payable by virtue of a call duly made and notified. |
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TRANSFER OF SHARES
| 43 | The instrument of transfer of any Share shall be in writing and in any usual or common form or such other form as the Directors may, in their absolute discretion, approve and be executed by or on behalf of the transferor and if in respect of a nil or partly paid up Share, or if so required by the Directors, shall also be executed on behalf of the transferee and shall be accompanied by the certificate (if any) of the Shares to which it relates and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer. The transferor shall be deemed to remain a Shareholder until the name of the transferee is entered in the Register in respect of the relevant Shares. |
| 44 | (a) | The Directors may in their absolute discretion decline to register any transfer of Shares which is not fully paid up or on which the Company has a lien. |
| (b) | The Directors may also decline to register any transfer of any Share unless: |
| (i) | the instrument of transfer is lodged with the Company, accompanied by the certificate for the Shares to which it relates and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer; |
| (ii) | the instrument of transfer is in respect of only one Class of Shares; |
| (iii) | the instrument of transfer is properly stamped, if required; |
| (iv) | in 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; and |
| (v) | a fee of such maximum sum as the Designated Stock Exchange may determine to be payable, or such lesser sum as the Board of Directors may from time to time require, is paid to the Company in respect thereof. |
| 45 | The registration of transfers may, on fourteen calendar days’ notice being given by advertisement in such one or more newspapers, by electronic means or by any other means in accordance with the Designated Stock Exchange Rules, be suspended and the Register closed at such times and for such periods as the Directors may, in their absolute discretion, from time to time determine, provided always that such registration of transfer shall not be suspended nor the Register closed for more than thirty calendar days in any calendar year. |
| 46 | All instruments of transfer that are registered shall be retained by the Company. If the Directors refuse to register a transfer of any Shares, they shall within three calendar months after the date on which the transfer was lodged with the Company send notice of the refusal to each of the transferor and the transferee. |
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TRANSMISSION OF SHARES
| 47 | The legal personal representative of a deceased sole holder of a Share shall be the only Person recognised by the Company as having any title to the Share. In the case of a Share registered in the name of two or more holders, the survivors or survivor, or the legal personal representatives of the deceased survivor, shall be the only Person recognised by the Company as having any title to the Share. |
| 48 | Any Person becoming entitled to a Share in consequence of the death or bankruptcy of a Shareholder shall, upon such evidence being produced as may from time to time be required by the Directors, have the right either to be registered as a Shareholder in respect of the Share or, instead of being registered himself, to make such transfer of the Share as the deceased or bankrupt Person could have made; but the Directors shall, in either case, have the same right to decline or suspend registration as they would have had in the case of a transfer of the Share by the deceased or bankrupt Person before the death or bankruptcy. |
| 49 | A Person becoming entitled to a Share by reason of the death or bankruptcy of a Shareholder shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered Shareholder, except that he shall not, before being registered as a Shareholder in respect of the Share, be entitled in respect of it to exercise any right conferred by membership in relation to meetings of the Company, provided however, that the Directors may at any time give notice requiring any such Person to elect either to be registered himself or to transfer the Share, and if the notice is not complied with within ninety calendar days, the Directors may thereafter withhold payment of all dividends, bonuses or other monies payable in respect of the Share until the requirements of the notice have been complied with. |
REGISTRATION OF EMPOWERING INSTRUMENTS
| 50 | The Company shall be entitled to charge a fee not exceeding one U.S. dollar (US$1.00) on the registration of every probate, letters of administration, certificate of death or marriage, power of attorney, notice in lieu of distringas, or other instrument. |
ALTERATION OF SHARE CAPITAL
| 51 | The Company may from time to time by Ordinary Resolution increase the share capital by such sum, to be divided into Shares of such Classes and amount, as the resolution shall prescribe. |
| 52 | The Company may by Ordinary Resolution: |
| (a) | increase its share capital by new Shares of such amount as it thinks expedient; |
| (b) | consolidate and divide all or any of its share capital into Shares of a larger amount than its existing Shares; |
| (c) | subdivide its Shares, or any of them, into Shares of an amount smaller than that fixed by the Memorandum, provided that in the subdivision the proportion between the amount paid and the amount, if any, unpaid on each reduced Share shall be the same as it was in case of the Share from which the reduced Share is derived; and |
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| (d) | cancel any Shares that, at the date of the passing of the resolution, have not been taken or agreed to be taken by any Person and diminish the amount of its share capital by the amount of the Shares so cancelled. |
| 53 | The Company may by Special Resolution reduce its share capital and any capital redemption reserve in any manner authorised by the Companies Act. |
REDEMPTION, PURCHASE AND SURRENDER OF SHARES
| 54 | Subject to the provisions of the Companies Act and these Articles, the Company may: |
| (a) | issue Shares that are to be redeemed or are liable to be redeemed at the option of the Shareholder or the Company. The redemption of Shares shall be effected in such manner and upon such terms as may be determined, before the issue of such Shares, by the Board; |
| (b) | purchase its own Shares (including any redeemable Shares) on such terms and in such manner and terms as have been approved by the Board or, or are otherwise authorised by these Articles; and |
| (c) | make a payment in respect of the redemption or purchase of its own Shares in any manner permitted by the Companies Act, including out of capital. |
| 55 | The purchase of any Share shall not oblige the Company to purchase any other Share other than as may be required pursuant to applicable law and any other contractual obligations of the Company. |
| 56 | The holder of the Shares being purchased shall be bound to deliver up to the Company the certificate(s) (if any) thereof for cancellation and thereupon the Company shall pay to him the purchase or redemption monies or consideration in respect thereof. |
| 57 | The Directors may accept the surrender for no consideration of any fully paid Share. |
TREASURY SHARES
| 58 | The Directors may, prior to the purchase, redemption or surrender of any Share, determine that such Share shall be held as a Treasury Share. |
| 59 | The Directors may determine to cancel a Treasury Share or transfer a Treasury Share on such terms as they think proper (including, without limitation, for nil consideration). |
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GENERAL MEETINGS
| 60 | All general meetings other than annual general meetings shall be called extraordinary general meetings. |
| 61 | (a) The Company may (but shall not be obliged to) in each calendar year hold a general meeting as its annual general meeting and shall specify the meeting as such in the notices calling it. The annual general meeting shall be held at such time and place as may be determined by the Directors. |
| (b) At these meetings the report of the Directors (if any) shall be presented. |
| 62 | (a) The Chairperson or a majority of the Directors (acting by a resolution of the Board) may call general meetings, and they shall on a Shareholders’ requisition forthwith proceed to convene an extraordinary general meeting of the Company. |
(b) A Shareholders’ requisition is a requisition of Members holding at the date of deposit of the requisition Shares which carry in aggregate not less than ten per cent (10%) of all votes attaching to all issued and outstanding Shares of the Company that as at the date of the deposit carry the right to vote at general meetings of the Company.
(c) The requisition must state the objects of the meeting and must be signed by the requisitionists and deposited at the Registered Office, and may consist of several documents in like form each signed by one or more requisitionists.
(d) If there are no Directors as at the date of the deposit of the Shareholders’ requisition, or if the Directors do not within twenty-one (21) calendar days from the date of the deposit of the requisition duly proceed to convene a general meeting to be held within a further twenty-one (21) calendar days, the requisitionists, or any of them representing more than one-half of the total voting rights of all of them, may themselves convene a general meeting, but any meeting so convened shall not be held after the expiration of three calendar months after the expiration of the said twenty-one (21) calendar days.
(e) A general meeting convened as aforesaid by requisitionists shall be convened in the same manner as nearly as possible as that in which general meetings are to be convened by Directors.
NOTICE OF GENERAL MEETINGS
| 63 | At least seven (7) calendar days’ notice shall be given for any general meeting. Every notice shall be exclusive of the day on which it is given or deemed to be given and of the day for which it is given and shall specify the place, the day and the hour of the meeting and the general nature of the business and shall be given in the manner hereinafter mentioned or in such other manner if any as may be prescribed by the Company, provided that a general meeting of the Company shall, whether or not the notice specified in this Article has been given and whether or not the provisions of these Articles regarding general meetings have been complied with, be deemed to have been duly convened if it is so agreed by ninety per cent (90%) of the Shareholders entitled to attend and vote thereat. |
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| 64 | The accidental omission to give notice of a meeting to or the non-receipt of a notice of a meeting by any Shareholder shall not invalidate the proceedings at any meeting. |
PROCEEDINGS AT GENERAL MEETINGS
| 65 | No business except for the appointment of a chairperson for the meeting shall be transacted at any general meeting unless a quorum of Shareholders is Present at the time when the meeting proceeds to business. A quorum shall consist of the presence of (a) if the Company has only one Shareholder, that Shareholder; (b) if the Company has more than one Shareholder, then (i) subject to the requirement as set forth in (ii) below, two or more Shareholders holding Class B Ordinary Shares carrying the right to vote at such general meeting; or (ii) for so long as the Shares are listed on the Designated Stock Exchange, one or more Shareholders holding shares that represent not less than one-third of the issued and outstanding Shares carrying the right to vote at such general meeting. |
| 66 | If, within fifteen minutes from the time appointed for the general meeting, or at any time during the meeting, a quorum is not Present, the meeting, if convened upon the requisition of Shareholders, shall be dissolved. In any other case it shall stand adjourned to the same time and place seven days hence or to such other time or place as is determined by the Directors. If a quorum is not present within fifteen minutes of the time appointed for the adjourned meeting, then the Shareholders Present in person or by proxy shall constitute a quorum. |
| 67 | If the Directors wish to make this facility available for a specific general meeting or all general meetings of the Company, attendance and participation in any general meeting of the Company may be by means of Communication Facilities. Without limiting the generality of the foregoing, the Directors may determine that any general meeting may be held as a Virtual Meeting. The notice of any general meeting at which Communication Facilities will be utilized (including any Virtual Meeting) must disclose the Communication Facilities that will be used, including the procedures to be followed by any Shareholder or other participant of the Meeting who wishes to utilize such Communication Facilities for the purposes of attending and participating in such meeting, including attending and casting any vote thereat. |
| 68 | The Chairperson, if any, of the Board of Directors shall preside as chairperson at every general meeting of the Company. If there is no such Chairperson of the Board of Directors, or if at any general meeting he is not Present within fifteen minutes after the time appointed for holding the meeting or is unwilling to act as chairperson of the meeting, any Director or Person nominated by the Chairperson (or, in the absence of such Chairperson nomination, the Directors) shall preside as chairperson of that meeting, failing which the Shareholders Present shall choose any Person Present to be chairperson of that meeting. |
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| 69 | The chairperson of any general meeting (including any Virtual Meeting) shall be entitled to attend and participate at any such general meeting by means of Communication Facilities, and to act as the chairperson of such general meeting, in which event the following provisions shall apply: |
| (a) | The chairperson of the meeting shall be deemed to be Present at the meeting; and |
| (b) | If the Communication Facilities are interrupted or fail for any reason to enable the chairperson of the meeting to hear and be heard by all other Persons participating in the meeting, then the other Directors Present at the meeting shall choose another Director Present to act as chairperson of the meeting for the remainder of the meeting; provided that if no other Director is Present at the meeting, or if all the Directors Present decline to take the chair, then the meeting shall be automatically adjourned to the same day in the next week and at such time and place as shall be decided by the board of Directors. |
| 70 | The chairperson may with the consent of any general meeting at which a quorum is Present (and shall if so directed by the meeting) adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting, or adjourned meeting, is adjourned for seven calendar days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting. |
| 71 | The Directors may cancel or postpone any duly convened general meeting at any time prior to such meeting, except for general meetings requisitioned by the Shareholders in accordance with these Articles, for any reason or for no reason, upon notice in writing to Shareholders. A postponement may be for a stated period of any length or indefinitely as the Directors may determine. |
| 72 | At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands, unless a poll is (before or on the declaration of the result of the show of hands) demanded by the chairperson of the meeting or at least two Shareholders Present having the right to vote on the resolutions or one or more Shareholders Present who together hold at least ten per cent (10%) of the voting rights of all those who are entitled to vote on the resolutions, and unless a poll is so demanded, a declaration by the chairperson of the meeting that a resolution has, on a show of hands, been carried, or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the book of the proceedings of the Company, shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of, or against, that resolution. |
| 73 | If a poll is duly demanded it shall be taken in such manner as the chairperson of the meeting directs, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. |
| 74 | All questions submitted to a meeting shall be decided by an Ordinary Resolution except where a greater majority is required by these Articles or by the Companies Act. In the case of an equality of votes, whether on a show of hands or on a poll, the chairperson of the meeting at which the show of hands takes place or at which the poll is demanded, shall not be entitled to a second or casting vote. |
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| 75 | A poll demanded on the election of a chairperson of the meeting or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such time as the chairperson of the meeting directs. |
VOTES OF SHAREHOLDERS
| 76 | Subject to any rights and restrictions for the time being attached to any Share, on a show of hands every Shareholder Present at the meeting shall, at a general meeting of the Company, each have one vote and on a poll every Shareholder Present at the meeting shall have one (1) vote for each Class A Ordinary Share and ten (10) votes for each Class B Ordinary Share of which he is the holder. |
| 77 | In the case of joint holders the vote of the senior who tenders a vote whether in person or by proxy (or, if a corporation or other non-natural person, by its duly authorised representative or proxy) shall be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority shall be determined by the order in which the names stand in the Register. |
| 78 | Shares carrying the right to vote that are held by a Shareholder of unsound mind, or in respect of whom an order has been made by any court having jurisdiction in lunacy, may be voted, whether on a show of hands or on a poll, by his committee, or other Person in the nature of a committee appointed by that court, and any such committee or other Person may vote in respect of such Shares by proxy. |
| 79 | No Shareholder shall be entitled to vote at any general meeting of the Company unless all calls, if any, or other sums presently payable by him in respect of Shares carrying the right to vote held by him have been paid. |
| 80 | On a poll votes may be given either personally or by proxy. |
| 81 | Each Shareholder, other than a recognised clearing house (or its nominee(s)) or depositary (or its nominee(s)), may only appoint one proxy on a show of hand. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under Seal or under the hand of an officer or attorney duly authorised. A proxy need not be a Shareholder. |
| 82 | An instrument appointing a proxy may be in any usual or common form or such other form as the Directors may approve. |
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| 83 | The instrument appointing a proxy shall be deposited at the Registered Office or at such other place as is specified for that purpose in the notice convening the meeting, or in any instrument of proxy sent out by the Company: |
| (a) | not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote; or |
| (b) | in the case of a poll taken more than 48 hours after it is demanded, be deposited as aforesaid after the poll has been demanded and not less than 24 hours before the time appointed for the taking of the poll; or |
| (c) | where the poll is not taken forthwith but is taken not more than 48 hours after it was demanded be delivered at the meeting at which the poll was demanded to the chairperson or to the secretary or to any director; |
provided that the Directors may in the notice convening the meeting, or in an instrument of proxy sent out by the Company, direct that the instrument appointing a proxy may be deposited at such other time (no later than the time for holding the meeting or adjourned meeting) at the Registered Office or at such other place as is specified for that purpose in the notice convening the meeting, or in any instrument of proxy sent out by the Company. The Chairperson may in any event at his discretion direct that an instrument of proxy shall be deemed to have been duly deposited. An instrument of proxy that is not deposited in the manner permitted shall be invalid.
| 84 | The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll. |
| 85 | A resolution in writing signed by all the Shareholders for the time being entitled to receive notice of and to attend and vote at general meetings of the Company (or being corporations by their duly authorised representatives) shall be as valid and effective as if the same had been passed at a general meeting of the Company duly convened and held. |
CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS
| 86 | Any corporation which is a Shareholder or a Director may by resolution of its directors or other governing body authorise such Person as it thinks fit to act as its representative at any meeting of the Company or of any meeting of holders of a Class or of the Directors or of a committee of Directors, and the Person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were an individual Shareholder or Director. |
DEPOSITARY AND CLEARING HOUSES
| 87 | If a recognised clearing house (or its nominee(s)) or depositary (or its nominee(s)) is a Member of the Company it may, by resolution of its directors or other governing body or by power of attorney, authorise such Person(s) as it thinks fit to act as its representative(s) at any general meeting of the Company or of any Class of Shareholders provided that, if more than one Person is so authorised, the authorisation shall specify the number and Class of Shares in respect of which each such Person is so authorised. A Person so authorised pursuant to this Article shall be entitled to exercise the same powers on behalf of the recognised clearing house (or its nominee(s)) or depositary (or its nominee(s)) which he represents as that recognised clearing house (or its nominee(s)) or depositary (or its nominee(s)) could exercise if it were an individual Member holding the number and Class of Shares specified in such authorisation, including the right to vote individually on a show of hands. |
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DIRECTORS
| 88 | (a) Unless otherwise determined by the Company in general meeting, the number of Directors shall not be less than one (1) Director, the exact number of Directors to be determined from time to time by the Board of Directors. |
| (b) The Board of Directors shall elect and appoint a Chairperson by a majority of the Directors then in office. The period for which the Chairperson will hold office will also be determined by a majority of all of the Directors then in office. The Chairperson shall preside as chairperson at every meeting of the Board of Directors. To the extent the Chairperson is not present at a meeting of the Board of Directors within fifteen minutes after the time appointed for holding the same, the attending Directors may choose one of their number to be the chairperson of the meeting. |
| (c) The Company may by Ordinary Resolution appoint any person to be a Director. |
| (d) The Board may, by the affirmative vote of a simple majority of the Directors present and voting at a Board meeting, appoint any person as a Director, to fill a casual vacancy on the Board or as an addition to the Board. |
| (e) An appointment of a Director may be on terms that the Director shall automatically retire from office (unless he has sooner vacated office) at the next or a subsequent annual general meeting or upon any specified event or after any specified period in a written agreement between the Company and the Director, if any; but no such term shall be implied in the absence of express provision. Each Director whose term of office expires shall be eligible for re-election at a meeting of the Shareholders or re-appointment by the Board. |
| 89 | A Director may be removed from office by an Ordinary Resolution, notwithstanding anything in these Articles or in any agreement between the Company and such Director (but without prejudice to any claim for damages under such agreement). A vacancy on the Board created by the removal of a Director under the previous sentence may be filled by an Ordinary Resolution or by the affirmative vote of a simple majority of the remaining Directors present and voting at a Board meeting. The notice of any meeting at which a resolution to remove a Director shall be proposed or voted upon must contain a statement of the intention to remove that Director and such notice must be served on that Director not less than ten (10) calendar days before the meeting. Such Director is entitled to attend the meeting and be heard on the motion for his removal. |
| 90 | The Board may, from time to time, and except as required by applicable law or Designated Stock Exchange Rules, adopt, institute, amend, modify or revoke the corporate governance policies or initiatives of the Company and determine on various corporate governance related matters of the Company as the Board shall determine by resolution of Directors from time to time. |
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| 91 | A Director shall not be required to hold any Shares in the Company by way of qualification. A Director who is not a Member of the Company shall nevertheless be entitled to attend and speak at general meetings. |
| 92 | The remuneration of the Directors may be determined by the Directors or by Ordinary Resolution. |
| 93 | The Directors shall be entitled to be paid their travelling, hotel and other expenses properly incurred by them in going to, attending and returning from meetings of the Directors, or any committee of the Directors, or general meetings of the Company, or otherwise in connection with the business of the Company, or to receive such fixed allowance in respect thereof as may be determined by the Directors from time to time, or a combination partly of one such method and partly the other. |
ALTERNATE DIRECTOR OR PROXY
| 94 | Any Director may in writing appoint another Person to be his alternate and, save to the extent provided otherwise in the form of appointment, such alternate shall have authority to sign written resolutions on behalf of the appointing Director, but shall not be required to sign such written resolutions where they have been signed by the appointing director, and to act in such Director’s place at any meeting of the Directors at which the appointing Director is unable to be present. Every such alternate shall be entitled to attend and vote at meetings of the Directors as a Director when the Director appointing him is not personally present and where he is a Director to have a separate vote on behalf of the Director he is representing in addition to his own vote. A Director may at any time in writing revoke the appointment of an alternate appointed by him. Such alternate shall be deemed for all purposes to be a Director and shall not be deemed to be the agent of the Director appointing him. The remuneration of such alternate shall be payable out of the remuneration of the Director appointing him and the proportion thereof shall be agreed between them. |
| 95 | Any Director may appoint any Person, whether or not a Director, to be the proxy of that Director to attend and vote on his behalf, in accordance with instructions given by that Director, or in the absence of such instructions at the discretion of the proxy, at a meeting or meetings of the Directors which that Director is unable to attend personally. The instrument appointing the proxy shall be in writing under the hand of the appointing Director and shall be in any usual or common form or such other form as the Directors may approve, and must be lodged with the chairperson of the meeting of the Directors at which such proxy is to be used, or first used, prior to the commencement of the meeting. |
POWERS AND DUTIES OF DIRECTORS
| 96 | Subject to the Companies Act, these Articles and to any resolutions passed in a general meeting, the business of the Company shall be managed by the Directors, who may pay all expenses incurred in setting up and registering the Company and may exercise all powers of the Company. No resolution passed by the Company in general meeting shall invalidate any prior act of the Directors that would have been valid if that resolution had not been passed. |
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| 97 | Subject to these Articles, the Directors may from time to time appoint any natural person or corporation, whether or not a Director to hold such office in the Company as the Directors may think necessary for the administration of the Company, including but not limited to, chief executive officer, one or more other executive officers, president, one or more vice presidents, treasurer, assistant treasurer, manager or controller, and for such term and at such remuneration (whether by way of salary or commission or participation in profits or partly in one way and partly in another), and with such powers and duties as the Directors may think fit. Any natural person or corporation so appointed by the Directors may be removed by the Directors. The Directors may also appoint one or more of their number to the office of managing director upon like terms, but any such appointment shall ipso facto terminate if any managing director ceases for any cause to be a Director, or if the Company by Ordinary Resolution resolves that his tenure of office be terminated. |
| 98 | The Directors may appoint any natural person or corporation to be a Secretary (and if need be an assistant Secretary or assistant Secretaries) who shall hold office for such term, at such remuneration and upon such conditions and with such powers as they think fit. Any Secretary or assistant Secretary so appointed by the Directors may be removed by the Directors or by the Company by Ordinary Resolution. |
| 99 | The Directors may delegate any of their powers to committees consisting of such member or members of their body as they think fit; any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on it by the Directors. |
| 100 | The Directors may from time to time and at any time by power of attorney (whether under Seal or under hand) or otherwise appoint any company, firm or Person or body of Persons, whether nominated directly or indirectly by the Directors, to be the attorney or attorneys or authorised signatory (any such Person being an “Attorney” or “Authorised Signatory”, respectively) of the Company for such purposes and with such powers, authorities and discretion (not exceeding those vested in or exercisable by the Directors under these Articles) and for such period and subject to such conditions as they may think fit, and any such power of attorney or other appointment may contain such provisions for the protection and convenience of Persons dealing with any such Attorney or Authorised Signatory as the Directors may think fit, and may also authorise any such Attorney or Authorised Signatory to delegate all or any of the powers, authorities and discretion vested in him. |
| 101 | The Directors may from time to time provide for the management of the affairs of the Company in such manner as they shall think fit and the provisions contained in the three next following Articles shall not limit the general powers conferred by this Article. |
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| 102 | The Directors from time to time and at any time may establish any committees, local boards or agencies for managing any of the affairs of the Company and may appoint any natural person or corporation to be a member of such committees or local boards and may appoint any managers or agents of the Company and may fix the remuneration of any such natural person or corporation. |
| 103 | The Directors from time to time and at any time may delegate to any such committee, local board, manager or agent any of the powers, authorities and discretions for the time being vested in the Directors and may authorise the members for the time being of any such local board, or any of them to fill any vacancies therein and to act notwithstanding vacancies and any such appointment or delegation may be made on such terms and subject to such conditions as the Directors may think fit and the Directors may at any time remove any natural person or corporation so appointed and may annul or vary any such delegation, but no Person dealing in good faith and without notice of any such annulment or variation shall be affected thereby. |
| 104 | Any such delegates as aforesaid may be authorised by the Directors to sub-delegate all or any of the powers, authorities, and discretion for the time being vested in them. |
BORROWING POWERS OF DIRECTORS
| 105 | The Directors may from time to time at their discretion exercise all the powers of the Company to raise or borrow money and to mortgage or charge its undertaking, property and assets (present and future) and uncalled capital or any part thereof, to issue debentures, debenture stock, bonds and other securities, whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party. |
THE SEAL
| 106 | The Seal shall not be affixed to any instrument except by the authority of a resolution of the Directors provided always that such authority may be given prior to or after the affixing of the Seal and if given after may be in general form confirming a number of affixing of the Seal. The Seal shall be affixed in the presence of a Director or a Secretary (or an assistant Secretary) or in the presence of any one or more Persons as the Directors may appoint for the purpose and every Person as aforesaid shall sign every instrument to which the Seal is so affixed in their presence. |
| 107 | The Company may maintain a facsimile of the Seal in such countries or places as the Directors may appoint and such facsimile Seal shall not be affixed to any instrument except by the authority of a resolution of the Directors provided always that such authority may be given prior to or after the affixing of such facsimile Seal and if given after may be in general form confirming a number of affixing of such facsimile Seal. The facsimile Seal shall be affixed in the presence of such Person or Persons as the Directors shall for this purpose appoint and such Person or Persons as aforesaid shall sign every instrument to which the facsimile Seal is so affixed in their presence and such affixing of the facsimile Seal and signing as aforesaid shall have the same meaning and effect as if the Seal had been affixed in the presence of and the instrument signed by a Director or a Secretary (or an assistant Secretary) or in the presence of any one or more Persons as the Directors may appoint for the purpose. |
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| 108 | Notwithstanding the foregoing, a Secretary or any assistant Secretary shall have the authority to affix the Seal, or the facsimile Seal, to any instrument for the purposes of attesting authenticity of the matter contained therein but which does not create any obligation binding on the Company. |
DISQUALIFICATION OF DIRECTORS
| 109 | The office of Director shall be vacated, if the Director: |
| (a) | becomes bankrupt or makes any arrangement or composition with his creditors; |
| (b) | dies or is found to be or becomes of unsound mind; |
| (c) | resigns his office by notice in writing to the Company; |
| (d) | without special leave of absence from the Board, is absent from meetings of the Board for three consecutive meetings and the Board resolves that his office be vacated; or |
| (e) | is removed from office pursuant to any other provision of these Articles. |
PROCEEDINGS OF DIRECTORS
| 110 | The Directors may meet together (either within or outside the Cayman Islands) for the despatch of business, adjourn, and otherwise regulate their meetings and proceedings as they think fit. Questions arising at any meeting shall be decided by a majority of votes. At any meeting of the Directors, each Director present in person or represented by his proxy or alternate shall be entitled to one vote. In case of an equality of votes the Chairperson shall have a second or casting vote. A Director may, and a Secretary or assistant Secretary on the requisition of a Director shall, at any time summon a meeting of the Directors. |
| 111 | A Director may participate in any meeting of the Directors, or of any committee appointed by the Directors of which such Director is a member, by means of telephone or similar communication equipment by way of which all Persons participating in such meeting can communicate with each other and such participation shall be deemed to constitute presence in person at the meeting. |
| 112 | The quorum necessary for the transaction of the business of the Board may be fixed by the Directors, and unless so fixed, the quorum shall be a majority of Directors then in office. A Director represented by proxy or by an alternate Director at any meeting shall be deemed to be present for the purposes of determining whether or not a quorum is present. |
| 113 | A Director who is in any way, whether directly or indirectly, interested in a contract or transaction or proposed contract or transaction with the Company shall declare the nature of his interest at a meeting of the Directors. A general notice given to the Directors by any Director to the effect that he is a member of any specified company or firm and is to be regarded as interested in any contract or transaction which may thereafter be made with that company or firm shall be deemed a sufficient declaration of interest in regard to any contract so made or transaction so consummated. Subject to the Designated Stock Exchange Rules and disqualification by the chairperson of the relevant Board meeting, a Director may vote in respect of any contract or transaction or proposed contract or transaction notwithstanding that he may be interested therein and if he does so his vote shall be counted and he may be counted in the quorum at any meeting of the Directors at which any such contract or transaction or proposed contract or transaction shall come before the meeting for consideration. |
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| 114 | A Director may hold any other office or place of profit under the Company (other than the office of auditor) in conjunction with his office of Director for such period and on such terms (as to remuneration and otherwise) as the Directors may determine and no Director or intending Director shall be disqualified by his office from contracting with the Company either with regard to his tenure of any such other office or place of profit or as vendor, purchaser or otherwise, nor shall any such contract or arrangement entered into by or on behalf of the Company in which any Director is in any way interested be liable to be avoided, nor shall any Director so contracting or being so interested be liable to account to the Company for any profit realised by any such contract or arrangement by reason of such Director holding that office or of the fiduciary relation thereby established. A Director, notwithstanding his interest, may be counted in the quorum present at any meeting of the Directors whereat he or any other Director is appointed to hold any such office or place of profit under the Company or whereat the terms of any such appointment are arranged and he may vote on any such appointment or arrangement. |
| 115 | Any Director may act by himself or through his firm in a professional capacity for the Company, and he or his firm shall be entitled to remuneration for professional services as if he were not a Director; provided that nothing herein contained shall authorise a Director or his firm to act as auditor to the Company. |
| 116 | The Directors shall cause minutes to be made for the purpose of recording: |
| (a) | all appointments of officers made by the Directors; |
| (b) | the names of the Directors present at each meeting of the Directors and of any committee of the Directors; and |
| (c) | all resolutions and proceedings at all meetings of the Company, and of the Directors and of committees of Directors. |
| 117 | When the chairperson of a meeting of the Directors signs the minutes of such meeting the same shall be deemed to have been duly held notwithstanding that all the Directors have not actually come together or that there may have been a technical defect in the proceedings. |
| 118 | A resolution in writing signed by all the Directors or all the members of a committee of Directors entitled to receive notice of a meeting of Directors or committee of Directors, as the case may be (an alternate Director, subject as provided otherwise in the terms of appointment of the alternate Director, being entitled to sign such a resolution on behalf of his appointer), shall be as valid and effectual as if it had been passed at a duly called and constituted meeting of Directors or committee of Directors, as the case may be. When signed a resolution may consist of several documents each signed by one or more of the Directors or his duly appointed alternate. |
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| 119 | The continuing Directors may act notwithstanding any vacancy in their body but if and for so long as their number is reduced below the number fixed by or pursuant to these Articles as the necessary quorum of Directors, the continuing Directors may act for the purpose of increasing the number, or of summoning a general meeting of the Company, but for no other purpose. |
| 120 | Subject to any regulations imposed on it by the Directors, a committee appointed by the Directors may elect a chairperson of its meetings. If no such chairperson is elected, or if at any meeting the chairperson is not present within fifteen minutes after the time appointed for holding the meeting, the committee members present may choose one of their number to be chairperson of the meeting. |
| 121 | A committee appointed by the Directors may meet and adjourn as it thinks proper. Subject to any regulations imposed on it by the Directors, questions arising at any meeting shall be determined by a majority of votes of the committee members present and in case of an equality of votes the chairperson shall have a second or casting vote. |
| 122 | All acts done by any meeting of the Directors or of a committee of Directors, or by any Person acting as a Director, shall notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such Director or Person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such Person had been duly appointed and was qualified to be a Director. |
PRESUMPTION OF ASSENT
| 123 | A Director who is present at a meeting of the Board of Directors at which an action on any Company matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent from such action with the person acting as the chairperson or secretary of the meeting before the adjournment thereof or shall forward such dissent by registered post to such person immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favour of such action. |
DIVIDENDS
| 124 | Subject to any rights and restrictions for the time being attached to any Shares, the Directors may from time to time declare dividends (including interim dividends) and other distributions on Shares in issue and authorise payment of the same out of the funds of the Company lawfully available therefor. |
| 125 | Subject to any rights and restrictions for the time being attached to any Shares, the Company by Ordinary Resolution may declare dividends, but no dividend shall exceed the amount recommended by the Directors. |
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| 126 | The Directors may, before recommending or declaring any dividend, set aside out of the funds legally available for distribution such sums as they think proper as a reserve or reserves which shall, in the absolute discretion of the Directors, be applicable for meeting contingencies or for equalising dividends or for any other purpose to which those funds may be properly applied, and pending such application may in the absolute discretion of the Directors, either be employed in the business of the Company or be invested in such investments (other than Shares of the Company) as the Directors may from time to time think fit. |
| 127 | Any dividend payable in cash to the holder of Shares may be paid in any manner determined by the Directors. If paid by cheque it will be sent by mail addressed to the holder at his address in the Register, or addressed to such person and at such addresses as the holder may direct. Every such cheque or warrant shall, unless the holder or joint holders otherwise direct, be made payable to the order of the holder or, in the case of joint holders, to the order of the holder whose name stands first on the Register in respect of such Shares, and shall be sent at his or their risk and payment of the cheque or warrant by the bank on which it is drawn shall constitute a good discharge to the Company. |
| 128 | The Directors may determine that a dividend shall be paid wholly or partly by the distribution of specific assets (which may consist of the shares or securities of any other company) and may settle all questions concerning such distribution. Without limiting the generality of the foregoing, the Directors may fix the value of such specific assets, may determine that cash payment shall be made to some Shareholders in lieu of specific assets and may vest any such specific assets in trustees on such terms as the Directors think fit. |
| 129 | Subject to any rights and restrictions for the time being attached to any Shares, all dividends shall be declared and paid according to the amounts paid up on the Shares, but if and for so long as nothing is paid up on any of the Shares dividends may be declared and paid according to the par value of the Shares. No amount paid on a Share in advance of calls shall, while carrying interest, be treated for the purposes of this Article as paid on the Share. |
| 130 | If several Persons are registered as joint holders of any Share, any of them may give effective receipts for any dividend or other moneys payable on or in respect of the Share. |
| 131 | No dividend shall bear interest against the Company. |
| 132 | Any dividend unclaimed after a period of six calendar years from the date of declaration of such dividend may be forfeited by the Board of Directors and, if so forfeited, shall revert to the Company. |
ACCOUNTS, AUDIT AND ANNUAL RETURN AND DECLARATION
| 133 | The books of account relating to the Company’s affairs shall be kept in such manner as may be determined from time to time by the Directors. |
| 134 | The books of account shall be kept at the Registered Office, or at such other place or places as the Directors think fit, and shall always be open to the inspection of the Directors. |
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| 135 | The Directors may from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of Shareholders not being Directors, and no Shareholder (not being a Director) shall have any right to inspect any account or book or document of the Company except as conferred by law or authorised by the Directors or by Ordinary Resolution. |
| 136 | The accounts relating to the Company’s affairs shall be audited in such manner and with such financial year end as may be determined from time to time by the Directors or failing any determination as aforesaid shall not be audited. |
| 137 | The Directors may appoint an auditor of the Company who shall hold office until removed from office by a resolution of the Directors and may fix his or their remuneration. |
| 138 | Every auditor of the Company shall have a right of access at all times to the books and accounts and vouchers of the Company and shall be entitled to require from the Directors and officers of the Company such information and explanation as may be necessary for the performance of the duties of the auditors. |
| 139 | The auditors shall, if so required by the Directors, make a report on the accounts of the Company during their tenure of office at the next annual general meeting following their appointment, and at any time during their term of office, upon request of the Directors or any general meeting of the Members. |
| 140 | The Directors in each calendar year shall prepare, or cause to be prepared, an annual return and declaration setting forth the particulars required by the Companies Act and deliver a copy thereof to the Registrar of Companies in the Cayman Islands. |
CAPITALISATION OF RESERVES
| 141 | Subject to the Companies Act, the Directors may: |
| (a) | resolve to capitalise an amount standing to the credit of reserves (including a Share Premium Account, capital redemption reserve and profit and loss account), which is available for distribution; |
| (b) | appropriate the sum resolved to be capitalised to the Shareholders in proportion to the nominal amount of Shares (whether or not fully paid) held by them respectively and apply that sum on their behalf in or towards: |
| (i) | paying up the amounts (if any) for the time being unpaid on Shares held by them respectively, or |
| (ii) | paying up in full unissued Shares or debentures of a nominal amount equal to that sum, |
and allot the Shares or debentures, credited as fully paid, to the Shareholders (or as they may direct) in those proportions, or partly in one way and partly in the other, but the Share Premium Account, the capital redemption reserve and profits which are not available for distribution may, for the purposes of this Article, only be applied in paying up unissued Shares to be allotted to Shareholders credited as fully paid;
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| (c) | make any arrangements they think fit to resolve a difficulty arising in the distribution of a capitalised reserve and in particular, without limitation, where Shares or debentures become distributable in fractions the Directors may deal with the fractions as they think fit; |
| (d) | authorise a Person to enter (on behalf of all the Shareholders concerned) into an agreement with the Company providing for either: |
| (i) | the allotment to the Shareholders respectively, credited as fully paid, of Shares or debentures to which they may be entitled on the capitalisation, or |
| (ii) | the payment by the Company on behalf of the Shareholders (by the application of their respective proportions of the reserves resolved to be capitalised) of the amounts or part of the amounts remaining unpaid on their existing Shares, |
and any such agreement made under this authority being effective and binding on all those Shareholders; and
| (e) | generally do all acts and things required to give effect to the resolution. |
SHARE PREMIUM ACCOUNT
| 142 | The Directors shall in accordance with the Companies Act establish a Share Premium Account and shall carry to the credit of such account from time to time a sum equal to the amount or value of the premium paid on the issue of any Share. |
| 143 | There shall be debited to any Share Premium Account on the redemption or purchase of a Share the difference between the nominal value of such Share and the redemption or purchase price provided always that at the discretion of the Directors such sum may be paid out of the profits of the Company or, if permitted by the Companies Act, out of capital. |
NOTICES
| 144 | Except as otherwise provided in these Articles, any notice or document may be served by the Company or by the Person entitled to give notice to any Shareholder either personally, or by posting it by airmail or a recognised courier service in a prepaid letter addressed to such Shareholder at his address as appearing in the Register, or by electronic mail to any electronic mail address such Shareholder may have specified in writing for the purpose of such service of notices, or by facsimile to any facsimile number such Shareholder may have specified in writing for the purpose of such service of notices, or by placing it on the Company’s Website should the Directors deem it appropriate. In the case of joint holders of a Share, all notices shall be given to that one of the joint holders whose name stands first in the Register in respect of the joint holding, and notice so given shall be sufficient notice to all the joint holders. |
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| 145 | Notices sent from one country to another shall be sent or forwarded by prepaid airmail or a recognised courier service. |
| 146 | Any Shareholder Present at any meeting of the Company shall for all purposes be deemed to have received due notice of such meeting and, where requisite, of the purposes for which such meeting was convened. |
| 147 | Any notice or other document, if served by: |
| (a) | post, shall be deemed to have been served five calendar days after the time when the letter containing the same is posted; |
| (b) | facsimile, shall be deemed to have been served upon production by the transmitting facsimile machine of a report confirming transmission of the facsimile in full to the facsimile number of the recipient; |
| (c) | recognised courier service, shall be deemed to have been served 48 hours after the time when the letter containing the same is delivered to the courier service; or |
| (d) | electronic means, shall be deemed to have been served immediately (i) upon the time of the transmission to the electronic mail address supplied by the Shareholder to the Company or (ii) upon the time of its placement on the Company’s Website. |
In proving service by post or courier service it shall be sufficient to prove that the letter containing the notice or documents was properly addressed and duly posted or delivered to the courier service.
| 148 | Any notice or document delivered or sent by post to or left at the registered address of any Shareholder in accordance with the terms of these Articles shall notwithstanding that such Shareholder be then dead or bankrupt, and whether or not the Company has notice of his death or bankruptcy, be deemed to have been duly served in respect of any Share registered in the name of such Shareholder as sole or joint holder, unless his name shall at the time of the service of the notice or document have been removed from the Register as the holder of the Share, and such service shall for all purposes be deemed a sufficient service of such notice or document on all Persons interested (whether jointly with or as claiming through or under him) in the Share. |
| 149 | Notice of every general meeting of the Company shall be given to: |
| (a) | all Shareholders holding Shares with the right to receive notice and who have supplied to the Company an address for the giving of notices to them; and |
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| (b) | every Person entitled to a Share in consequence of the death or bankruptcy of a Shareholder, who but for his death or bankruptcy would be entitled to receive notice of the meeting. |
No other Person shall be entitled to receive notices of general meetings.
INFORMATION
| 150 | Subject to the relevant laws, rules and regulations applicable to the Company, no Member shall be entitled to require discovery of any information in respect of any detail of the Company’s trading or any information which is or may be in the nature of a trade secret or secret process which may relate to the conduct of the business of the Company and which in the opinion of the Board would not be in the interests of the Members of the Company to communicate to the public. |
| 151 | Subject to due compliance with the relevant laws, rules and regulations applicable to the Company, the Board shall be entitled to release or disclose any information in its possession, custody or control regarding the Company or its affairs to any of its Members including, without limitation, information contained in the Register and transfer books of the Company. |
INDEMNITY
| 152 | Every Director (including for the purposes of this Article any alternate Director appointed pursuant to the provisions of these Articles), Secretary, assistant Secretary, or other officer for the time being and from time to time of the Company (but not including the Company’s auditors) and the personal representatives of the same (each an “Indemnified Person”) shall be indemnified and secured harmless against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by such Indemnified Person, other than by reason of such Indemnified Person’s own dishonesty, wilful default or fraud, in or about the conduct of the Company’s business or affairs (including as a result of any mistake of judgment) or in the execution or discharge of his duties, powers, authorities or discretions, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by such Indemnified Person in defending (whether successfully or otherwise) any civil proceedings concerning the Company or its affairs in any court whether in the Cayman Islands or elsewhere. |
| 153 | No Indemnified Person shall be liable: |
| (a) | for the acts, receipts, neglects, defaults or omissions of any other Director or officer or agent of the Company; or |
| (b) | for any loss on account of defect of title to any property of the Company; or |
| (c) | on account of the insufficiency of any security in or upon which any money of the Company shall be invested; or |
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| (d) | for any loss incurred through any bank, broker or other similar Person; or |
| (e) | for any loss occasioned by any negligence, default, breach of duty, breach of trust, error of judgement or oversight on such Indemnified Person’s part; or |
| (f) | for any loss, damage or misfortune whatsoever which may happen in or arise from the execution or discharge of the duties, powers, authorities, or discretions of such Indemnified Person’s office or in relation thereto; |
unless the same shall happen through such Indemnified Person’s own dishonesty, wilful default or fraud.
FINANCIAL YEAR
| 154 | Unless the Directors otherwise prescribe, the financial year of the Company shall end on December 31st in each calendar year and shall begin on January 1st in each calendar year. |
NON-RECOGNITION OF TRUSTS
| 155 | No Person shall be recognised by the Company as holding any Share upon any trust and the Company shall not, unless required by law, be bound by or be compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any Share or (except only as otherwise provided by these Articles or as the Companies Act requires) any other right in respect of any Share except an absolute right to the entirety thereof in each Shareholder registered in the Register. |
WINDING UP
| 156 | If the Company shall be wound up the liquidator may, with the sanction of a Special Resolution of the Company and any other sanction required by the Companies Act, divide amongst the Members in species or in kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may for that purpose value any assets and determine how the division shall be carried out as between the Members or different classes of Members. The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the Members as the liquidator, with the like sanction, shall think fit, but so that no Member shall be compelled to accept any asset upon which there is a liability. |
| 157 | If the Company shall be wound up, and the assets available for distribution amongst the Members shall be insufficient to repay the whole of the share capital, such assets shall be distributed so that, as nearly as may be, the losses shall be borne by the Members in proportion to the par value of the Shares held by them. If in a winding up the assets available for distribution amongst the Members shall be more than sufficient to repay the whole of the share capital at the commencement of the winding up, the surplus shall be distributed amongst the Members in proportion to the par value of the Shares held by them at the commencement of the winding up subject to a deduction from those Shares in respect of which there are monies due, of all monies payable to the Company for unpaid calls or otherwise. This Article is without prejudice to the rights of the holders of Shares issued upon special terms and conditions. |
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AMENDMENT OF MEMORANDUM AND ARTICLES OF ASSOCIATION
| 158 | Subject to the Companies Act, the Company may at any time and from time to time by Special Resolution alter or amend the Memorandum of Association or these Articles in whole or in part. |
CLOSING OF REGISTER OR FIXING RECORD DATE
| 159 | For the purpose of determining those Shareholders that are entitled to receive notice of, attend or vote at any meeting of Shareholders or any adjournment thereof, or those Shareholders that are entitled to receive payment of any dividend, or in order to make a determination as to who is a Shareholder for any other purpose, the Directors may provide that the Register shall be closed for transfers for a stated period which shall not exceed in any case thirty calendar days in any calendar year. |
| 160 | In lieu of or apart from closing the Register, the Directors may fix in advance a date as the record date for any such determination of those Shareholders that are entitled to receive notice of, attend or vote at a meeting of the Shareholders and for the purpose of determining those Shareholders that are entitled to receive payment of any dividend the Directors may, at or within ninety calendar days prior to the date of declaration of such dividend, fix a subsequent date as the record date for such determination. |
| 161 | If the Register is not so closed and no record date is fixed for the determination of those Shareholders entitled to receive notice of, attend or vote at a meeting of Shareholders or those Shareholders that are entitled to receive payment of a dividend, the date on which notice of the meeting is posted or the date on which the resolution of the Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of Shareholders. When a determination of those Shareholders that are entitled to receive notice of, attend or vote at a meeting of Shareholders has been made as provided in this Article, such determination shall apply to any adjournment thereof. |
REGISTRATION BY WAY OF CONTINUATION
| 162 | The Company may by Special Resolution resolve to be registered by way of continuation in a jurisdiction outside the Cayman Islands or such other jurisdiction in which it is for the time being incorporated, registered or existing. In furtherance of a resolution adopted pursuant to this Article, the Directors may cause an application to be made to the Registrar of Companies to deregister the Company in the Cayman Islands or such other jurisdiction in which it is for the time being incorporated, registered or existing and may cause all such further steps as they consider appropriate to be taken to effect the transfer by way of continuation of the Company. |
DISCLOSURE
| 163 | The Directors, or any service providers (including the officers, the Secretary and the registered office provider of the Company) specifically authorised by the Directors, shall be entitled to disclose to any regulatory or judicial authority or to any stock exchange on which securities the Company may from time to time be listed any information regarding the affairs of the Company including without limitation information contained in the Register and books of the Company. |
MERGERS AND CONSOLIDATION
| 164 | The Company shall have the power to merge or consolidate with one or more other constituent companies (as defined in the Companies Act) upon such terms as the Directors may determine and (to the extent required by the Companies Act) with the approval of a Special Resolution. |
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Exhibit 15.1
Unaudited Condensed Combined Pro Forma Financial Statements of PubCo
Defined terms included below shall have the same meaning as terms defined and included elsewhere in this annual report on Form 20-F and, if not defined in the Form 20-F, in the proxy statement and prospectus on form F-4 (Reg. No. 333-273102), as amended, initially filed with the SEC on August 19, 2024 (the “Proxy Statement/Prospectus”).
Introduction
The following unaudited pro forma condensed combined financial information presents the combination of the financial information of Real Messenger Corporation (“Real Messenger”) and Nova Vision Acquisition Corp. (“Nova”), adjusted to give effect to the Business Combination. The unaudited pro forma condensed combined financial information should be read in conjunction with the accompanying notes.
The unaudited pro forma combined balance sheet as of March 31, 2024 gives pro forma effect to the Transactions as if they had been consummated as of that date. The unaudited pro forma combined statements of operations for the year ended March 31, 2024, give pro forma effect to the Transactions as if they had occurred as of the beginning of the earliest period presented. The pro forma financial information is presented based on Nova’s financial statements as of and for the period ended June 30, 2024. As the business combination is treated as a reverse merger, Real Messenger has been determined to be the “acquiror” with its financial statements for the fiscal year ended March 31, 2024. See “Accounting for the Transactions.”
This information should be read together with Real Messenger’s and Nova’s historical financial statements and related notes, “Real Messenger’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Nova’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other financial information in the Proxy Statement/Prospectus.
The unaudited pro forma combined balance sheet as of March 31, 2024 has been prepared using the following:
| ● | Real Messenger’s audited balance sheet as of March 31, 2024, as included elsewhere in this Report, and |
| ● | Nova’s unaudited consolidated balance sheet as of June 30, 2024, as included elsewhere in this Report |
The unaudited pro forma combined statements of operations for the year ended March 31, 2024 have been prepared using the following:
| ● | Real Messenger’s audited statements of operations and comprehensive income for the year ended March 31, 2024, as included elsewhere in this Report, and |
| ● | Nova’s unaudited consolidated statements of operations for the six months ended June 30, 2024 and 2023 and for the year ended December 31, 2023. |
Description of the Transactions
On March 27, 2023, Nova Vision Acquisition Corp., an British Virgin Islands exempted company (“Nova” or the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Real Messenger Holdings Limited, a business company incorporated in the Cayman Islands (the “Real Messenger”, or the “Company”), Real Messenger Corporation, an exempted company incorporated with limited liability in the Cayman Islands, (“PubCo”), RM2 Limited and an exempted company incorporated with limited liability in the Cayman Islands and a wholly-owned subsidiary of PubCo (“Merger Sub”).
Pursuant to the Merger Agreement, (a) on November 19, 2024, the Company merged with and into Merger Sub (the “Reincorporation Merger”), with Merger Sub surviving the Reincorporation Merger as a wholly-owned subsidiary of PubCo and the outstanding Company Securities being converted into the right to receive PubCo Securities; (b) on November 19, 2024, the Closing Date and immediately following the Reincorporation Merger, and as part of the same overall transaction as the Reincorporation Merger, Merger Sub merged with and into the Real Messenger (the “Acquisition Merger”, and together with the Reincorporation Merger, the “Mergers”), with the Merger Sub surviving the Acquisition Merger as a wholly-owned subsidiary of PubCo and the outstanding Purchaser Securities being converted into the right to receive PubCo Securities.
Under the Business Combination Agreement, as amended, the Aggregate Merger Consideration Amount paid to the shareholders of Real Messenger was (a) form of 6,400,000 newly issued PubCo Ordinary Shares (as defined below) valued at $10.00 per share, which is comprised of (A) 5,950,000 PubCo Ordinary Shares (the “Closing Payment Shares”) which shall be issued at the Closing and (B) 450,000 PubCo Ordinary Shares (the “Holdback Shares”, together with the Closing Payment Shares, the “Merger Consideration Shares”) which shall be issued at the Closing and are subject to surrender and forfeiture for indemnification obligations under the Merger Agreement.
The following summarizes the unaudited pro forma the Ordinary Shares outstanding upon the Closing:
| Shares outstanding | ||||||||
Ownership in shares | Ownership % | |||||||
| Nova ordinary shareholders held by public shareholders (1) | 584,919 | 6.28 | % | |||||
| Nova ordinary shareholders held by Founders | 1,248,250 | 13.39 | % | |||||
| Nova ordinary shareholders held by Underwriters | 50,500 | 0.54 | % | |||||
| Shares issued to Private Placement investors(2) | 500,000 | 5.36 | % | |||||
| Shares issued to Convertible Promissory Notes Holders (3) | 537,629 | 5.77 | % | |||||
| Shares issued to Real Messenger shareholders in Business Combination | 6,400,000 | 68.66 | % | |||||
| Total PubCo Ordinary Shares Outstanding | 9,321,298 | 100.00 | % | |||||
| 1 | 9,919 Nova shares held by public shareholders were left. |
| 2 | On November 19, 2024, in connection with the consummation of the Business Combination, 2023 Private Placement Investors will receive additional 500,000 PubCo Ordinary Shares transferred from Sponsor. |
| 3 | On November 19, 2024, in connection with the consummation of the Business Combination, all the received funds of $4,887,540 from the issuance of Convertible Promissory Notes from issuance date to closing date of the Business Combination (“Conversion Amount”) were automatically converted into 537,629 (including rights shares) PubCo Ordinary Shares Convertible Promissory Notes Holders. |
Accounting for the Transactions
The Transactions will be accounted for as a reverse merger in accordance with U.S. GAAP. Under this method of accounting, Nova will be treated as the “acquired” company for financial reporting purposes. This determination was primarily based on Real Messenger shareholders expecting to have a majority of the voting power of the combined company, Real Messenger comprising the ongoing operations of the combined entity, Real Messenger comprising a majority of the governing body of the combined company, and Real Messenger’s senior management comprising the senior management of the combined company. Accordingly, for accounting purposes, the Transactions will be treated as the equivalent of Real Messenger issuing share for the net assets of Nova, accompanied by a recapitalization. The net assets of Real Messenger will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Transactions will be those of Real Messenger.
Basis of Pro Forma Presentation
The historical financial information has been adjusted to give pro forma effect to events that depict the accounting for the transaction (“Transaction Accounting Adjustments”) and present other transaction effects that have occurred or reasonably expected to occur (“Management’s Adjustments”). The unaudited pro forma condensed combined financial statements were prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, SEC Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Business.” Management elected not to present any Management’s Adjustments.
The unaudited pro forma combined financial information is for illustrative purposes only. The financial results may have been different had the companies always been combined. You should not rely on the unaudited pro forma combined financial information as being indicative of the historical results that would have been achieved had the companies always been combined or the future results that the combined company will experience. Nova and Real Messenger have not had any historical relationship prior to the Transactions. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.
There is no historical activity with respect to PubCo and Merger Sub accordingly, no adjustments were required with respect to these entities in the pro forma combined financial statements.
Included in the shares outstanding and weighted average shares outstanding as presented in the pro forma combined financial statements are 9,317,085 Ordinary Shares of PubCo issued to the Sellers, such amount calculated using the Real Messenger Merger Shares, times Real Messenger Exchange Ratio. Real Messenger Merger Shares means a number of PubCo Ordinary Shares equal to the quotient determined by dividing (i) the Aggregate Merger Consideration Amount by (ii) Per Share Price. Per Share Price means the Redemption Price, which shall be no less than the par value of Purchaser Ordinary Shares. Real Messenger Exchange Ratio represents the quotient obtained by dividing (i) the Company Merger Shares as of the Reincorporation Merger Effective Time divided by (ii) the aggregate number of, without duplication, Company Ordinary Shares that are (i) issued and outstanding, and (ii) issuable directly or indirectly upon, or subject to, the conversion, exercise or settlement of any Company Preferred Shares and Company Convertible Securities.
Upon the completion of the Business Combination, after considering the actual redemption of 200,133 shares in November 2024 (prior to giving effect to any warrant exercises and assuming automatic conversion of rights into ordinary shares), Public Shareholders, the Sponsor and other Initial Shareholders, Underwriters, Private Placement Investors, Convertible Promissory Notes Holders and the Sellers would own approximately 6.28%, 13.39%, 0.54%, 5.36%, 5.77% and 68.66% of the outstanding shares of PubCo, respectively, such percentages calculated assuming that the Sellers and their affiliates receive approximately 9,321,298 Ordinary Shares of PubCo, derived from the shares outstanding and weighted average shares outstanding as presented in the pro forma combined financial statements (after rounding adjustment).
| 2 |
UNAUDITED PRO FORMA COMBINED BALANCE SHEET
AS OF MARCH 31, 2024
| Actual Redemption | ||||||||||||||||
| (A) Nova | (B) Real Messenger | Pro Forma Adjustments | Pro Forma Balance Sheet | |||||||||||||
| ASSETS | ||||||||||||||||
| Current assets: | ||||||||||||||||
| Cash and cash equivalents | $ | 16,718 | $ | 597,160 | $ 126,123 | (3) | $ | 8,261,658 | ||||||||
| (33,319 | )(5) | |||||||||||||||
| (225,000 | )(7) | |||||||||||||||
| (821,842 | )(6) | |||||||||||||||
| 7,000,000 | (9) | |||||||||||||||
| 1,500,000 | (4) | |||||||||||||||
| 220,000 | (4) | |||||||||||||||
| (118,182 | )(11) | |||||||||||||||
| Deferred offering cost | - | 376,081 | (376,081 | )(6) | - | |||||||||||
| Prepaid expenses and other current assets | 2,198 | 649,080 | - | 651,278 | ||||||||||||
| Total Current Assets | 18,916 | 1,622,321 | 7,271,699 | 8,912,936 | ||||||||||||
| Non-current assets: | ||||||||||||||||
| Investment held in Trust Account | 18,720,990 | - | 223,581 | (1) | - | |||||||||||
| (18,818,448 | )(2) | |||||||||||||||
| (126,123 | )(3) | |||||||||||||||
| Property and equipment, net | - | 45,670 | - | 45,670 | ||||||||||||
| Total Non-current Assets | 18,720,990 | 45,670 | (18,720,990 | ) | 45,670 | |||||||||||
| Total Assets | $ | 18,739,906 | $ | 1,667,991 | $ | (11,449,291 | ) | $ | 8,958,606 | |||||||
| LIABILITIES | ||||||||||||||||
| Current liabilities: | ||||||||||||||||
| Working capital loan payable, related party | $ | 753,750 | $ | - | $ | 1,720,000 | (4) | - | ||||||||
| - | (2,473,750 | )(5) | ||||||||||||||
| Extension loan payable, related party | 2,017,669 | - | 94,970 | (1) | - | |||||||||||
| (2,112,639 | )(5) | |||||||||||||||
| Amounts due to related parties | 301,151 | 87,456 | (301,151 | )(5) | 87,456 | |||||||||||
| Accrued expenses and other current liabilities | 33,319 | 214,746 | (33,319 | )(5) | 214,746 | |||||||||||
| Total Current Liabilities | 3,105,889 | 302,202 | (3,105,889 | ) | 302,202 | |||||||||||
| Non-current liabilities: | ||||||||||||||||
| Deferred Underwriting Compensation | 750,000 | - | (750,000 | )(7) | - | |||||||||||
| Convertible promissory notes | - | 5,000,000 | 7,000,000 | (9) | - | |||||||||||
| (12,000,000 | )(8) | |||||||||||||||
| Amounts due to related parties | - | 17,333 | (17,333 | )(11) | - | |||||||||||
| Accrued expenses and other current liabilities | - | 5,095 | (5,095 | )(11) | - | |||||||||||
| Total Non-current Liabilities | 750,000 | 5,022,428 | (5,772,428 | ) | - | |||||||||||
| Total Liabilities | 3,855,889 | 5,324,630 | (8,878,317 | ) | 302,202 | |||||||||||
| Commitments and Contingencies | ||||||||||||||||
| Ordinary shares subject to possible redemption, 1,550,297 shares issued and outstanding at redemption value as of June 30, 2024 | 18,720,990 | - | 97,458 | (7) | - | |||||||||||
| (18,818,448 | )(2) | |||||||||||||||
| SHAREHOLDERS’ EQUITY | ||||||||||||||||
| Ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 1,768,000 shares issued and outstanding (excluding 1,550,297 shares subject to redemption as of June 30, 2024) | 177 | - | (177 | )(8) | - | |||||||||||
| Shares in escrow | - | - | 45 | (8) | 45 | |||||||||||
| Class A Ordinary Share (par value $0.0001 per share, 496,000,000 shares authorized; 1,000,000 shares issued and outstanding as of March 31, 2024 | - | 100 | (100 | )(8) | 482 | |||||||||||
| 54 | (5) | |||||||||||||||
| 188 | (8) | |||||||||||||||
| 190 | (8) | |||||||||||||||
| 50 | (10) | |||||||||||||||
| Class B Ordinary Share (par value $0.0001 per share, 4,000,000 shares authorized; 4,000,000 shares issued and outstanding of March 31, 2024 | - | 400 | (400 | )(8) | 405 | |||||||||||
| 405 | (8) | |||||||||||||||
| Additional paid in capital | - | 13,038,627 | 428,031 | (7) | 25,583,381 | |||||||||||
| 4,887,486 | (5) | |||||||||||||||
| 12,000,000 | (8) | |||||||||||||||
| (3,837,790 | )(8) | |||||||||||||||
| (556,842 | )(6) | |||||||||||||||
| (376,081 | )(6) | |||||||||||||||
| (50 | )(10) | |||||||||||||||
| Accumulated deficit | (3,837,150 | ) | (16,746,217 | ) | 3,837,150 | (8) | (16,978,360 | ) | ||||||||
| (265,000 | )(6) | |||||||||||||||
| (95,754 | )(11) | |||||||||||||||
| 128,611 | (1) | |||||||||||||||
| Accumulated other comprehensive income | - | 50,451 | - | 50,451 | ||||||||||||
| Total Shareholders’ (Deficit)/Equity | (3,836,973 | ) | (3,656,639 | ) | 16,150,016 | 8,656,404 | ||||||||||
| Total Liabilities, Temporary Equity and Shareholders’ (Deficit)/Equity | $ | 18,739,906 | $ | 1,667,991 | $ | (11,449,291 | ) | $ | 8,958,606 | |||||||
| 3 |
Unaudited Pro Forma Combined Balance Sheet Adjustments
The pro forma adjustment to the unaudited combined pro forma balance sheet consists of the following:
| (A) | Derived from the unaudited consolidated balance sheet of NOVA as of June 30, 2024. |
| (B) | Derived from the audited balance sheet of Real Messenger as of March 31, 2024. |
| (1) | Reflects the addition of cash held in the Trust Account from June 30, 2024 through the redemption date. |
| (2) | Reflects an aggregate redemption payment of $16.3 million made from the Trust Account for a pre-combination redemption of 1,340,245 NOVA ordinary shares for a redemption price of $12.17 per share on August 6, 2024.
Reflects the actual shares redeemed. Upon closing of the Business Combination, an aggregate redemption payment of $2.5 million made from the Trust Account for a pre-combination redemption of 200,133 NOVA ordinary shares for a redemption price of $12.53 per share |
| (3) | Reflects the release of cash from cash and investment held in the Trust Account. |
| (4) | Reflects the issuance of promissory notes of $1,500,000 by the Sponsor to settle transaction fee upon the completion of the Business Combination. Reflects the issuance of promissory notes of $85,000, $58,000, $60,000, $20,000 and $32,000 by the Sponsor to support NOVA’s working capital in July 2024, August 2024, August 2024, October 2024 and November 2024, respectively. |
| (5) | Reflects the cash settlement of accrued expense.
Reflects issuance of 537,629 NOVA ordinary shares including converted rights shares at $10 per share to pay off the outstanding balance of related party balances, notes payable and promissory notes, an aggregate of $4,887,540. Upon the closing of the Business Combination, NOVA is obligated to pay these balances off, pursuant to the Business Combination Agreement and the note holders have chosen to convert their notes rather than cash settle the debt. |
| (6) | Reflects settlement of $0.8 million of deferred offering costs incurred upon the completion of Business Combination and $556,842 to record as a reduction in additional paid in capital
Reflects an adjustment $0.4 million to reduce deferred offering costs, which was already reflected on Real Messenger’s historical financial statement. As part of the Business Combination, the $0.4 million was determined to be deferred offering costs and offset to additional-paid-in capital. |
| (7) | reflects the actual redemption of 1,340,245 NOVA ordinary shares on August 6, 2024 and 200,133 ordinary shares on November 19, 2024, for an aggregate redemption payment of $16.3 million and $2.5 million, respectively. All NOVA ordinary shares previously subject to possible redemption amounting to $0.1 million would be transferred to additional paid-in capital.
Reflects the settlement of $750,000 of deferred underwriting commission incurred during the NOVA IPO due upon completion of the business combination, or $0.53 million of discount and charged to the additional paid-in capital. |
| (8) | Reflects (i) recapitalization of Real Messenger through issuance of Nova shares and eliminate Nova historical accumulated deficits; (ii) the contribution of all the share capital in Real Messenger to Nova. The total number of PubCo Ordinary Shares issued and outstanding upon completion of the Business Combination was 9,317,085, at the par value of $0.0001 per share, with total par value of all outstanding shares amounting to $931, after the redemption of 200,133 shares and including $12,000,000 convertible notes from Private Placement converter into 1,900,000 PubCo Ordinary Shares). |
| (9) | Reflects the gross proceeds of $7,000,000 convertible notes from the Private Placement. |
| (10) | Reflects the 500,000 additional PubCo Ordinary Shares to the Private Placement Investors upon the Closing of the Business Combination in connection with the Private Placement. |
| (11) | Reflects the settlement of $118,182 interest expense of 5,000,000 convertible notes from the 2023 Private Placement, which was paid in cash. |
| 4 |
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED MARCH 31, 2024
| Actual Redemption | ||||||||||||||||
| (A) | (B) | Pro Forma | Pro Forma Income | |||||||||||||
| Nova | Real Messenger | Adjustments | Statement | |||||||||||||
| Revenues | $ | - | $ | - | $ | - | $ | - | ||||||||
| Selling expenses | - | (1,771,614 | ) | - | (1,771,619 | ) | ||||||||||
| General and administrative expenses | (845,715 | ) | (1,657,879 | ) | 120,000 | (3) | (2,648,606 | ) | ||||||||
| (265,000 | )(4) | |||||||||||||||
| Research and development expenses | - | (1,459,828 | ) | - | (1,459,811 | ) | ||||||||||
| Total operating (loss)/income | (845,715 | ) | (4,889,321 | ) | (145,000 | ) | (5,880,036 | ) | ||||||||
| Other income (expense): | ||||||||||||||||
| Dividend income earned in investments held in Trust Account | 936,223 | - | 128,611 | (1) | - | |||||||||||
| (1,064,834 | )(2) | |||||||||||||||
| Foreign exchange difference, net | (31 | ) | - | - | (31 | ) | ||||||||||
| Interest expense | - | (22,428 | ) | (95,754 | )(5) | (118,182 | ) | |||||||||
| Interest income | 10 | 12,743 | (12,753 | )(2) | - | |||||||||||
| Total other income/(expense), net | 936,202 | (9,685 | ) | (1,044,730 | ) | (118,213 | ) | |||||||||
| Income before provision for income taxes | 90,487 | (4,899,006 | ) | (1,189,730 | ) | (5,998,249 | ) | |||||||||
| Income tax expense | - | - | - | - | ||||||||||||
| Net income/(loss) | $ | 90,487 | $ | (4,899,006 | ) | $ | (1,189,730 | ) | $ | (5,998,249 | ) | |||||
| Net change in foreign currency translation adjustment | - | 1,111 | - | - | ||||||||||||
| Total comprehensive income/(loss) | 90,487 | (4,897,895 | ) | (1,189,730 | ) | (5,998,249 | ) | |||||||||
| Weighted average shares outstanding of ordinary shares | - | 4,000,000 | 9,321,298 | 9,321,298 | ||||||||||||
| Weighted average shares outstanding of redeemable ordinary shares | 1,550,297 | - | - | - | ||||||||||||
| Basic and diluted net income/(loss) per ordinary share | $ | 0.05 | (1.22 | ) | - | $ | (0.64 | ) | ||||||||
| Weighted average shares outstanding of non-redeemable ordinary shares | 1,768,000 | - | - | - | ||||||||||||
| Basic and diluted net income per ordinary share | $ | 0.05 | - | - | - | |||||||||||
| 5 |
Notes and adjustment to Unaudited Pro Forma Condensed Combined Statement of Income
The notes and pro forma adjustments to the unaudited condensed combined pro forma statements of operations consist of the following:
| A. | Derived from NOVA’s unaudited consolidated statement of operations for the six months ended June 30, 2024 and 2023, and audited consolidated statement of operations for the year ended December 31, 2023. |
| B. | Derived from Real Messenger’s audited consolidated statement of operations for the year ended March 31, 2024. |
| (1) | Represents the addition of interest income earned in the Trust Account from June 30, 2024 through the redemption date. |
| (2) | Represents an adjustment to eliminate interest income related to cash and investment held in Trust Account. |
| (3) | Represents an adjustment to eliminate a monthly administrative service fee of $10,000 payable to Nova Pulsar Holdings Limited commencing from July 1, 2022, which will be terminated upon completion of the Business Combination or the liquidation of the trust account to public shareholders. |
| (4) | Represents an adjustment to record the transaction cost of $265,000. |
| (5) | Represents the interest expense of 7,000,000 convertible notes from Private Placement, which is paid in cash. |
Net Income Per Share
The weighted average shares outstanding and net income per share information give pro forma effect to Business Combination and the other transactions contemplated by the Business Combination Agreement as if they had occurred on April 1, 2023.
The unaudited pro forma condensed combined basic and diluted earnings per share calculations are based on the sum of the Nova post-combination weighted average number of redeemable shares outstanding of 1,550,297 and non-redeemable shares outstanding of 1,768,000 under both scenarios for the year ended March 31, 2024 adjusted by (a) 6,400,000 merger consideration shares estimated, derived from the shares outstanding and weighted average shares outstanding as presented in the pro forma combined financial statements (after rounding adjustment), to be issued in connection with the Business Combination; (b) 500,000 shares issued to the Private Placement investors; (c) 533,416 shares issued to the holders of Convertible Promissory Notes issued by Nova; (d) Underwriter representative shares; (e) actual redemption of 200,133 shares.
No adjustment was made to the pro forma basic earnings per share amounts presented for the year ended March 31, 2024, the effects of outstanding warrants were not considered in the calculation of diluted earnings per share, since the inclusion of such warrants and options would be anti-dilutive.
| For the Year Ended | ||||
| March 31, 2024 | ||||
| Pro forma net loss | (5,998,249 | ) | ||
| Weighted average shares outstanding—basic and diluted | 9,321,298 | |||
| Net loss per share—basic and diluted | (0.64 | ) | ||
| Weighted average shares outstanding—basic and diluted: | ||||
| Nova ordinary shareholders held by public shareholders | 584,919 | |||
| Nova ordinary shareholders held by Founders | 1,248,250 | |||
| Underwriter representative shares | 50,500 | |||
| Shares issued to Private Investors as private placement upon successful Business Combination | 500,000 | |||
| Shares issued to Sponsor as the converted shares upon successful Business Combination | 537,629 | |||
| Shares issued to Real Messenger shareholders in Business Combination | 6,400,000 | |||
| Total weighted average shares outstanding | 9,321,298 | |||
| 6 |
Exhibit 23.1
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S CONSENT
We consent to the incorporation by reference in this Shell Company Report on Form 20-F (File No. 001-42413) of Real Messenger Corporation of our report dated July 17, 2024, with respect to our audits of the consolidated financial statements of Real Messenger Holdings Limited as of March 31, 2024 and 2023 and for each of the two years in the period ended March 31, 2024, which report appears in the Amendment No.8 to Form F-4 Registration Statement (File No. 333-273102). We also consent to the reference to our Firm under the heading “Statement by Experts”, which is part of this Shell Company Report on Form 20-F.
/s/ Marcum Asia CPAs LLP
Marcum Asia CPAs LLP
New York, NY
November 25, 2024
NEW YORK OFFICE ● 7 Penn Plaza ● Suite 830 ● New York, New York ● 10001
Phone 646.442.4845 ● Fax 646.349.5200 ● www.marcumasia.com