Equibles

6-K

Top Wealth Group Holding Ltd (TWG)

6-K 2025-03-12 For: 2025-03-12
View Original
Added on April 08, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TORULE 13a-16 OR 15d-16UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of March 2025

Commission File Number: 001-42014

TOP WEALTH GROUP HOLDING LIMITED

(Translation of registrant’s name into English)

Units 714 & 715

7F, Hong Kong Plaza

Connaught Road West

Hong KongTel: +852 36158567

(Address of principal executive office)

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

Form 20-F ☒        Form 40-F ☐

Top Wealth Group Holding Limited is filing this Report on Form 6-K to provide its proxy statement and notice of an annual meeting of shareholders.

EXHIBITS INDEX

Exhibit No. Description
99.1 Proxy Statement and Notice of Annual Meeting of Shareholders 
1

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: March 12, 2025 Top Wealth Group Holding Limited
By: /s/ Kim Kwan Kings, WONG
Name: Kim Kwan Kings, WONG
Title: Chief Executive Officer and Chairman

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Exhibit99.1

TopWealth Group Holding Limited

Units 714 & 715, Hong Kong Plaza

188 Connaught Road West, Hong Kong

PROXYSTATEMENT AND NOTICE OF

ANNUALMEETING OF SHAREHOLDERS

To the shareholders of March 12, 2025
Top Wealth Group Holding Limited Hong Kong

To our shareholders:

It is my pleasure to invite you to our Annual Meeting of Shareholders of Top Wealth Group Holding Limited (the “Company”) on 10:30 A.M., Hong Kong Time, on April 8, 2025 (10:30 P.M., Eastern Time, on April 7, 2025). The meeting will be held at our executive office at Units 714 & 715, Hong Kong Plaza, 188 Connaught Road West, Hong Kong.

The matters to be acted upon at the meeting are described in the Notice of Annual Meeting of Shareholders and Proxy Statement.

YOURVOTE IS VERY IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING OF SHAREHOLDERS, WE URGE YOU TO VOTE AND SUBMIT YOURPROXY ON THE INTERNET OR BY MAIL. IF YOU ARE A REGISTERED SHAREHOLDER AND ATTEND THE MEETING, YOU MAY REVOKE YOUR PROXY AND VOTEYOUR SHARES IN PERSON. IF YOU HOLD YOUR SHARES THROUGH A BANK OR BROKER AND WANT TO VOTE YOUR SHARES IN PERSON AT THE MEETING, PLEASECONTACT YOUR BANK OR BROKER TO OBTAIN A LEGAL PROXY. THANK YOU FOR YOUR SUPPORT.

By order of<br> the Board of Directors,
/s/ Kim Kwan Kings, WONG
Kim Kwan Kings, WONG
Chief Executive Officer,<br> Director and<br><br>Chairman of the Board

NOTICEOF ANNUAL MEETING OF SHAREHOLDERS

TOPWEALTH GROUP HOLDING LIMITED (THE “COMPANY”)

TIME: 10:30<br> A.M., Hong Kong Time, on April 8, 2025<br><br> <br>(10:30<br> P.M., Eastern Time, on April 7, 2025)
PLACE: Units 714 & 715, Hong<br> Kong Plaza, 188 Connaught Road West, Hong Kong

ITEMSOF BUSINESS:

Proposal One By an ordinary resolution, to approve the re-appointment<br> of five directors, Mr. Kim Kwan Kings, WONG, Mr. Hung, CHEUNG, Mr. Feiyong, LI, Ms. Phei Suan, HO, and Ms. Wai Chun, CHIK each to<br> serve a term expiring at the next annual meeting of shareholders or until their successors are duly elected and qualified, subject<br> to earlier death, resignation, or removal.
Proposal Two By an ordinary resolution, to ratify the appointment<br> of Onestop Assurance PAC, as the Company’s independent registered public accounting firm for the fiscal year ending December<br> 31, 2024. 
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Proposal Three By ordinary resolutions,
(i) to<br> approve the adoption of a dual-class share capital structure (the “Dual-Class Share Capital Structure”) by taking the following steps to redesignate and reclassify<br> the authorized share capital of the Company from US$50,000 divided into 500,000,000 ordinary<br> shares of par value US$0.0001 each (the “Ordinary Shares”) to US$50,000<br> divided into 450,000,000 class A ordinary shares of US$0.0001 each (the “Class A Ordinary Shares”) and 50,000,000 class B ordinary shares of US$0.0001 each (the<br> “Class B Ordinary Shares”) (the “Share Redesignation”):
(a) re-designating all<br> of the issued and outstanding Ordinary Shares (except for the 15,000,000 Ordinary Shares<br> held by WINWIN DEVELOPMENT GROUP LIMITED) into Class A Ordinary Shares, each having one (1) vote<br> per share and the other rights attached to it as set out in the amended and restated memorandum<br> and articles of association to be adopted by the shareholders of the Company at the Annual<br> Meeting on a one for one basis;
(b) re-designating<br> 15,000,000 issued and outstanding Ordinary Shares held by WINWIN DEVELOPMENT GROUP LIMITED<br> into Class B Ordinary Shares, each having 30 votes per share and the other rights attached<br> to it as set out in the amended and restated memorandum and articles of association to be<br> adopted by the shareholders of the Company at the Annual Meeting on a one for one basis;<br> and
(c) re-designating the<br> remaining 409,000,000 authorized but unissued Ordinary Shares into Class A Ordinary<br> Shares on a one for one basis, and the remaining 35,000,000 authorized but unissued Ordinary<br> Shares into Class B Ordinary Shares on a one for one basis; and
(ii) to<br> authorize and instruct the transfer agent and share registrar of the Company to update the<br> shareholder list of the Company as may be necessary to reflect the Share Redesignation.
Proposal<br> Four By ordinary<br> resolutions,
(i) to<br> approve and adopt the amended and restated memorandum and articles of association of the<br> Company as set forth in Appendix A to this notice (the “Amended M&A”),<br> in substitution for and to the exclusion of the memorandum and articles of association of<br> the Company currently in effect (the “Existing M&A”) in its entirety with immediate<br> effect, to reflect the changes in, among others the quorum for general meetings, the notice<br> period for general meetings, the voting method at general meetings and the authorized share<br> capital and to set out the rights and privileges of Class A Ordinary Shares and Class B<br> Ordinary Shares; and
(ii) to<br> authorize and instruct the registered office provider of the Company to make any necessary<br> filings with the Registrar of Companies in the Cayman Islands in connection with the adoption<br> of the Amended M&A and the passing of these special resolutions. 
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Proposal<br> Five By ordinary<br> resolutions,
(i) to<br> approve the consolidation of every issued and unissued shares of the Company at a ratio within<br> a range of thirty (30) shares into one (1) share to two hundred (200) shares into one (1)<br> share (the “Share Consolidation”), the exact ratio of which shall be determined<br> by further action at the discretion of the Board of Directors, but in no event shall cause<br> the Company to fail qualifying for the continuing listing standards on the Nasdaq Capital<br> Market, to be effective on a date on or prior to December 4, 2025 as may be determined by<br> the Board of Directors and announced by the Company (the “Effective Date”),<br> so that a shareholder holding every thirty (30) to two hundred (200) Class A Ordinary Shares<br> of US$0.0001 par value each (the “Pre-Consolidation Class A Ordinary Shares”) will<br> hold 1 new Class A Ordinary Share of par value ranging from US$0.003 to US$0.02 each (the<br> “Post-Consolidation Class A Ordinary Shares”), and a shareholder holding every<br> thirty (30) to two hundred (200) Class B Ordinary Shares of US$0.0001 par value each (the<br> “Pre-Consolidation Class B Ordinary Shares”) will hold 1 new Class B Ordinary Share<br> of par value ranging from US$0.003 to US$0.02 each (the “Post-Consolidation Class B<br> Ordinary Shares”), with such Post-Consolidation Class A Ordinary Shares having the same<br> rights and being subject to the same restrictions as the Pre-Consolidation Class A Ordinary<br> Shares and such Post-Consolidation Class B Ordinary Shares having the same rights and being<br> subject to the same restrictions as the Pre-Consolidation Class B Ordinary Shares as set<br> out in the Amended M&A in effect at the time of Effective Date, and any fractional shares<br> created as a result of the Share Consolidation would be rounded up to the nearest whole share;<br> and
(ii) in<br> respect of any and all fractional entitlements to the issued consolidated shares of the Company<br> resulting from the Share Consolidation, the Board of Directors be authorized to settle as<br> it considers expedient any difficulty which arises in relation to the Share Consolidation,<br> including but without prejudice to the generality of the foregoing: rounding up fractions<br> of shares issued to or registered in the name of such shareholders of the Company following<br> or as a result of the Share Consolidation to the nearest whole share, and/or capitalizing<br> all or any part of any amount for the time being standing to the credit of any reserve or<br> fund of the Company (including its share premium account and profit and loss account) whether<br> or not the same is available for distribution and applying such sum in paying up unissued<br> shares to be issued to the shareholders of the Company to round up any fractions of shares<br> issued to or registered in the name of such shareholders of the Company following or as a<br> result of the Share Consolidation.
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WHO MAY VOTE: You may vote if you were a<br> shareholder of record on March 7, 2025.
DATE OF MAILING: This notice and the proxy statement<br> are first being mailed to shareholders on or about March 14, 2025.
By order of<br> the Board of Directors,
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/s/ Kim Kwan Kings, WONG
Kim Kwan Kings, WONG
Chief Executive Officer,<br> Director and<br><br>Chairman of the Board 
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ABOUTTHE ANNUAL MEETING OF SHAREHOLDERS

Whatis this proxy statement?

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

Whatam I voting on?

You will be voting on the following described in this proxy statement:

Proposal One By an ordinary resolution, to approve the re-appointment<br> of five directors, Mr. Kim Kwan Kings, WONG, Mr. Hung, CHEUNG, Mr. Feiyong, LI, Ms. Phei Suan, HO, and Ms. Wai Chun, CHIK each to<br> serve a term expiring at the next annual meeting of shareholders or until their successors are duly elected and qualified, subject<br> to earlier death, resignation, or removal.
Proposal Two By an ordinary resolution, to ratify the appointment<br> of Onestop Assurance PAC, as the Company’s independent registered public accounting firm for the fiscal year ending December<br> 31, 2024
Proposal Three By ordinary resolutions,
(i) to<br> approve the adoption of a dual-class share capital structure (the “Dual-Class Share Capital Structure”) by taking the following steps to redesignate and reclassify<br> the authorized share capital of the Company from US$50,000 divided into 500,000,000 ordinary<br> shares of par value US$0.0001 each (the “Ordinary Shares”) to US$50,000<br> divided into 450,000,000 class A ordinary shares of US$0.0001 each (the “Class A Ordinary Shares”) and 50,000,000 class B ordinary shares of US$0.0001 each (the<br> “Class B Ordinary Shares”) (the “Share Redesignation”):
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(a) re-designating<br> all of the issued and outstanding Ordinary Shares (except for<br> the 15,000,000 Ordinary Shares held by WINWIN DEVELOPMENT GROUP LIMITED) into Class A Ordinary<br> Shares, each having one (1) vote per share and the other rights attached to it as set out<br> in the amended and restated memorandum and articles of association to be adopted by the shareholders<br> of the Company at the Annual Meeting on a one for one basis;
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(b) re-designating<br> 15,000,000 issued and outstanding Ordinary Shares held by WINWIN DEVELOPMENT GROUP LIMITED<br> into Class B Ordinary Shares, each having 30 votes per share and the other rights attached<br> to it as set out in the amended and restated memorandum and articles of association to be<br> adopted by the shareholders of the Company at the Annual Meeting on a one for one basis;<br> and
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(c) re-designating<br> the remaining 409,000,000 authorized but unissued Ordinary Shares into Class A Ordinary Shares<br> on a one for one basis, and the remaining 35,000,000 authorized but unissued Ordinary Shares<br> into Class B Ordinary Shares on a one for one basis; and
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(ii) to<br> authorize and instruct the transfer agent and share registrar of the Company to update the<br> shareholder list of the Company as may be necessary to reflect the Share Redesignation.
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Proposal Four By<br> special resolutions,
(i) to approve and adopt the<br> amended and restated memorandum and articles of association of the Company as set forth in Appendix A to this notice (the<br> “Amended M&A”), in substitution for and to the exclusion of the memorandum and articles of association of the<br> Company currently in effect (the “Existing M&A”) in its entirety with immediate effect, to reflect the<br> changes in, among others the quorum for general meetings, the notice period for general meetings, the voting method at general<br> meetings and the authorized share capital and to set out the rights and privileges of Class A Ordinary Shares and Class B Ordinary<br> Shares; and (ii) to authorize and instruct the registered office provider of the Company to make any necessary filings with the<br> Registrar of Companies in the Cayman Islands in connection with the adoption of the Amended M&A and the passing of these special<br> resolutions.
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(ii) to<br>authorize and instruct the registered office provider of the Company to make any necessary filings with the Registrar of Companies in<br>the Cayman Islands in connection with the adoption of the Amended M&A and the passing of these special resolutions.
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Proposal Five By ordinary resolutions,
--- --- --- ---
(i) to approve the consolidation of every issued and unissued shares<br>of the Company at a ratio within a range of thirty (30) shares into one (1) share to two hundred (200) shares into one (1) share (the<br>“Share Consolidation”), the exact ratio of which shall be determined by further action at the discretion of the Board<br>of Directors, but in no event shall cause the Company to fail qualifying for the continuing listing standards on the Nasdaq Capital Market,<br>to be effective on a date on or prior to December 4, 2025 as may be determined by the Board of Directors and announced by the Company<br>(the “Effective Date”), so that a shareholder holding every thirty (30) to two hundred (200) Class A Ordinary Shares<br>of US$0.0001 par value each (the “Pre-Consolidation Class A Ordinary Shares”) will hold 1 new Class A Ordinary Share<br>of par value ranging from US$0.003 to US$0.02 each (the “Post-Consolidation Class A Ordinary Shares”), and a shareholder<br>holding every thirty (30) to two hundred (200) Class B Ordinary Shares of US$0.0001 par value each (the “Pre-Consolidation ClassB Ordinary Shares”) will hold 1 new Class B Ordinary Share of par value ranging from US$0.003 to US$0.02 each (the “Post-ConsolidationClass B Ordinary Shares”), with such Post-Consolidation Class A Ordinary Shares having the same rights and being subject to<br>the same restrictions as the Pre-Consolidation Class A Ordinary Shares and such Post-Consolidation Class B Ordinary Shares having the<br>same rights and being subject to the same restrictions as the Pre-Consolidation Class B Ordinary Shares as set out in the Amended M&A<br>in effect at the time of Effective Date, and any fractional shares created as a result of the Share Consolidation would be rounded up<br>to the nearest whole share; and
(ii) in respect of any and all fractional entitlements to the<br>issued consolidated shares of the Company resulting from the Share Consolidation, the Board of Directors be authorized to settle as it<br>considers expedient any difficulty which arises in relation to the Share Consolidation, including but without prejudice to the generality<br>of the foregoing: rounding up fractions of shares issued to or registered in the name of such shareholders of the Company following or<br>as a result of the Share Consolidation to the nearest whole share, and/or capitalizing all or any part of any amount for the time being<br>standing to the credit of any reserve or fund of the Company (including its share premium account and profit and loss account) whether<br>or not the same is available for distribution and applying such sum in paying up unissued shares to be issued to the shareholders of<br>the Company to round up any fractions of shares issued to or registered in the name of such shareholders of the Company following or<br>as a result of the Share Consolidation. 
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Whatis the difference between holding shares as a shareholder of record and as a beneficial owner?

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

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

Whois entitled to vote?

You may vote if you owned ordinary shares of the Company as of the close of business on March 7, 2025, which we refer to as the “Record Date”. Each ordinary share is entitled to one vote. As of March 7, 2025, we had 56,000,000 ordinary shares issued and outstanding.

Howdo I vote before the Annual Meeting?

If you are a registered shareholder, meaning that you hold your shares in certificate form, you have the following voting options:

(1) By<br> Internet, which we encourage if you have Internet access, at the address shown on your proxy<br> card;
(2) By<br> mail, by completing, signing, and returning the enclosed proxy card; or
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(3) During<br> the Annual Meeting in person.
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If you vote via the internet, your electronic vote authorizes the named proxies in the same manner as if you signed, dated, and returned your proxy card. If you vote via the internet, do not return your proxy card.

If you hold your shares through an account with a bank or broker, your ability to vote by the Internet depends on their voting procedures. Please follow the directions that your bank or broker provides.

Can Ichange my mind after I return my proxy?

You may change your vote at any time before the polls close at the conclusion of voting at the Annual Meeting. You may do this by (1) signing another proxy card with a later date and returning it to us before the Annual Meeting, (2) voting again over the Internet prior to the time of the Annual Meeting, or (3) voting at the Annual Meeting if you are a registered shareholder or have followed the necessary procedures required by your bank or broker.

Whatif I return my proxy card but do not provide voting instructions?

Proxies that are signed and returned but do not contain instructions will be voted “FOR” Proposals One, Two, Three, Four and Five, in accordance with the best judgment of the named proxies on any other matters properly brought before the Annual Meeting.

Whatdoes it mean if I receive more than one proxy card or instruction form?

It indicates that your ordinary shares are registered differently and are in more than one account. To ensure that all shares are voted, please either vote each account on the Internet, or sign and return all proxy cards. We encourage you to register all your accounts in the same name and address. Those holding shares through a bank or broker should contact their bank or broker and request consolidation.

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Howmany votes must be present to hold the Annual Meeting?

Your shares are counted as present at the Annual Meeting if you attend the Annual Meeting and vote in person or if you properly return a proxy by internet or mail. In order for us to conduct our Annual Meeting, at least two shareholders holding our outstanding ordinary shares as of March 7, 2025 must be present in person or by proxy. This is referred to as a quorum. Abstentions and broker non-votes will be counted for purposes of establishing a quorum at the Annual Meeting. If a quorum is not present or represented 15 minutes of the time appointed for the Annual Meeting, or if at any time during the Annual Meeting it becomes inquorate, the chairman of the Annual Meeting shall adjourn the Annual Meeting to such other time or place as is determined by the directors of the Company. Should the Annual Meeting is adjourned for more than seven clear days, shareholders shall be given at least seven clear days’ notice of the date, time and place of the adjourned meeting and the general nature of the business to be transacted. If a quorum is not present within 15 minutes of the time appointed for the adjourned meeting, then the shareholders present in person or by proxy shall constitute a quorum.

Howmany votes are needed to approve the Company’s proposals?

Proposal One. The re-appointment of directors. This proposal requires affirmative (“FOR”) votes of a simple majority of votes cast by shares present or represented by proxy and entitled to vote at the Annual Meeting.

Proposal Two. The ratification of auditor. This proposal requires affirmative (“FOR”) votes of a majority of votes cast by shares present or represented by proxy and entitled to vote at the Annual Meeting.

Proposal Three. The Dual-Class Share Capital Structure. This proposal requires affirmative (“FOR”) votes of a simple majority of votes cast by shares present or represented by proxy and entitled to vote at the Annual Meeting.

Proposal Four. The approval and adoption of the amended and restated memorandum and articles of association of the Company. This proposal requires affirmative (“FOR”) votes of two-thirds of votes cast by shares present or represented by proxy and entitled to vote at the Annual Meeting.

Proposal Five. The consolidation of the Company’s shares. This proposal requires affirmative (“FOR”) votes of a simple majority of votes cast by shares present or represented by proxy and entitled to vote at the Annual Meeting.

Whatare Abstentions and Broker Non-Votes?

All votes will be tabulated by the inspector of election appointed for the Annual Meeting, who will separately tabulate affirmative and negative votes, abstentions and broker non-votes. An abstention is the voluntary act of not voting by a shareholder who is present at the Annual Meeting and entitled to vote. A broker “non-vote” occurs when a broker nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary power for that particular item and has not received instructions from the beneficial owner. If you hold your shares in “street name” through a broker or other nominee, your broker or nominee may not be permitted to exercise voting discretion with respect to some of the matters to be acted upon at the Annual Meeting. If you do not give your broker or nominee specific instructions regarding such matters, your proxy will be deemed a “broker non-vote.”

The question of whether your broker or nominee may be permitted to exercise voting discretion with respect to a particular matter depends on whether the particular proposal is deemed to be a “routine” matter and how your broker or nominee exercises any discretion they may have in the voting of the shares that you beneficially own. Brokers and nominees can use their discretion to vote “uninstructed” shares with respect to matters that are considered to be “routine,” but not with respect to “non-routine” matters. For any proposal that is considered a “routine” matter, your broker or nominee may vote your shares in its discretion either for or against the proposal even in the absence of your instruction. For any proposal that is considered a “non-routine” matter for which you do not give your broker instructions, the shares will be treated as broker non-votes. “Broker non-votes” occur when a beneficial owner of shares held in street name does not give instructions to the broker or nominee holding the shares as to how to vote on matters deemed “non-routine.” Broker non-votes will not be considered to be shares “entitled to vote” on any “non-routine” matter and therefore will not be counted as having been voted on the applicable proposal. Therefore, if you are a beneficial owner and want to ensure that shares you beneficially own are voted in favor or against any or all of the proposals in this proxy statement, the only way you can do so is to give your broker or nominee specific instructions as to how the shares are to be voted.

Abstentions and broker non-votes are not counted as votes cast on an item and therefore will not affect the outcome of any proposal presented in this proxy statement. Abstention and broker non-votes, if any, will be counted for purposes of determining whether there is a quorum present at the Annual Meeting.

Accordingly, we encourage you to provide voting instructions to your broker, whether or not you plan to attend the Annual Meeting.

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PROPOSALONE

BYAN ORDINARY RESOLUTION, TO APPROVE THE RE-APPOINTMENT OF FIVE DIRECTORS, MR. KIM KWAN KINGS, WONG, MR. HUNG, CHEUNG, MR. FEIYONG, LI,MS. PHEI SUAN, HO, AND MS. WAI CHUN, CHIK, EACH TO SERVE A TERM EXPIRING AT THE NEXT ANNUAL MEETING OF SHAREHOLDERS OR UNTIL THEIR SUCCESSORSARE DULY ELECTED AND QUALIFIED, SUBJECT TO EARLIER DEATH, RESIGNATION, OR REMOVAL(ITEM 1 ON THE PROXY CARD)

The Board is responsible for establishing broad corporate policies and monitoring the overall performance of the Company. It selects the Company’s executive officers, delegates authority for the conduct of the Company’s day-to-day operations to those officers and monitors their performance. Members of the Board keep themselves informed of the Company’s business by participating in Board and Committee meetings, by reviewing analyses and reports, and through discussions with the Chairman and other officers. There are currently five directors serving on the Board. The individuals who have been nominated for reappointment to the Board at the Annual Meeting are listed in the table below.

Each of the nominees is a current director of the Company. The Board has no reason to believe that any of the nominees will be unwilling or unable to serve, if appointed as a director. The affirmative vote of a simple majority of such shareholders as, being entitled to do so, vote in person or by proxy at the Meeting (and where a poll is taken regard shall be had in computing a majority to the number of votes to which each shareholder is entitled) is required to appoint each director. Proxies submitted on the accompanying proxy cardwill be voted FOR ALL director nominees listed below, unless the proxy card is marked otherwise.

Nominees

The names, the positions with the Company and the ages as of the Record Date of the individuals who are our nominees for appointment as directors are:

Name Age Position(s)
Kim Kwan Kings, WONG 54 Chief Executive Officer,<br> Director, and the Chairman of the Board
Hung, CHEUNG 56 Director
Feiyong, LI ^(1)(2)(3)^ 42 Director, Chair of Nominating<br> Committee
Phei Suan, HO ^(1)(2)(3)^ 45 Director, Chair of Audit<br> Committee
Wai Chun, CHIK ^(1)(2)(3)^ 40 Director, Chair of Compensation<br> Committee
(1) Member<br> of the Audit Committee
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(2) Member<br> of the Compensation Committee
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(3) Member<br> of the Nominating Committee
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KimKwan Kings, WONG, Chief Executive Officer, Director, and the Chairman of the Board

Mr. Wong oversees the general corporate strategy and brand promotion management and business expansion. Mr. Wong is one of the founders of the Company and has committed to expanding and promoting the Company’s business and international market for caviar products. Mr. Wong has extensive experience in market promotion, brand promotion, sales channel expansion, business planning in industries including new retail, health supplement, biotechnology, artificial intelligence. In the past five years, Mr. Wong has been the chief executive officer of TW HK.

Hung,CHEUNG, Director

Mr. Cheung is responsible for Top Wealth group of companies’ overall management, merger and acquisition and corporate/commercial transaction matters. Mr. Cheung has over 20 years of experience in corporate finance, business and administrative management. Since January 2023, Mr. Cheung has served as an executive director of Great Wall Terroir Holdings Limited (HKEx: 524), a company listed on the main board of the Stock Exchange of Hong Kong Limited. From 2015 to 2023, Mr. Cheung was a partner of DM Capital Limited, an asset management company based in the PRC. From January 2010 to October 2016, Mr. Cheung served as chairman of the board of China Biotech Services Holdings Limited (HKEx: 8037), a company listed on the GEM of the Stock Exchange of Hong Kong Limited. From 2003 to 2004, Mr. Cheung served as a non-executive director of Capital VC Limited (HKEx: 2324), a company listed on the main board of the Stock Exchange of Hong Kong Limited. Mr. Cheung obtained a Master of Business Administration from the Chinese University of Hong Kong in 2001.

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Feiyong,LI, Director, Chair of Nominating Committee

Mr. Li has extensive experience in advising equity investment projects in the Hong Kong and U.S. market and served a number of licensed corporations under the Securities and Futures Ordinance of Hong Kong. Mr. Li has served as an independent director and the chairman of Nominating and Corporate Governance Committee of Jayud Global Logistics Limited (NASDAQ: JYD) since March 31, 2023. Mr. Li has been serving as the investment manager at Koala Securities Limited since 2019. Mr. Li previously served as the general manager of Zen Corporate Consulting Limited from 2012 to 2021, where he focused on providing public relations processing services, listing consulting services, and corporate investment and financing services. From 2013 to 2020, Mr. Li also served as the chief investment officer of CNI Securities Group Limited, where he was responsible for project investment and financing. From 2009 to 2011, Mr. Li consecutively served as the investment consultant of Kingston Securities Limited and Guoyuan Securities Brokerage (Hong Kong) Limited. Mr. Li received an advanced diploma in business studies from the Windsor Management College of Singapore in 2021.

PheiSuan, HO, Director, Chair of Audit Committee

Ms. Ho has over 20 years’ experience in accounting, audit and corporate financing experience. Since October 2017, Ms. Ho served as the chief financial officer of Furniweb Holdings Limited (HKEx: 8480), a company listed on GEM of the Stock Exchange of Hong Kong Limited. From May 2014 to September 2017, Ms. Ho served as the group financial controller of PRG Holdings Berhad, a company listed on the main market of Busa Malaysia Securities Berhad. From April 2012 to April 2014, Ms. Ho served as the head of corporate finance of Encorp Berhad, a company listed on the main market of Busa Malaysia Securities Berhad. From April 2011 to March 2012, Ms. Ho served as the financial business consultant of Hewlett-Packard (Malaysia) Sdn Bhd. From March 2008 to October 2010, Ms. Ho served as an audit manager of KPMG China. From August 2002 to February 2008, Ms. Ho served as an audit manager of Ernst & Young in Malaysia. Ms. Ho obtained a bachelor degree of Accountancy from the University of Malaya in Malaysia in 2002. She has been a Chartered Accountant under the Malaysian Institute of Accountants since 2006 and a Certified Public Accountant of the Malaysian Institute of Certified Public Accountants since 2007.

WaiChun, CHIK, Director, Chair of Compensation Committee

Ms. Chik has over 16 years of experience in the auditing, accounting, corporate governance and company secretarial matters. She currently serves as the company secretary of P.B. Group Limited, a company that is listed on the Hong Kong Stock Exchange (HKEx: 8331) since August 2019, and FingerTango Inc., a company that is listed on the Hong Kong Stock Exchange (HKEx: 6860) since July 2023. She also currently serves as the independent non-executive director at Boltek Holdings Limited, a company that is listed on the Hong Kong Stock Exchange (HKEx: 8601), since September 2021. Furthermore, Ms. Chik is currently the head of company secretarial department of P.B. Advisory Limited. Ms. Chik obtained the master of corporate governance degree from the Hong Kong Polytechnic University in 2015. She was admitted as a member of CPA Australia in June 2011. Ms. Chik was also certified as a certified public accountant by the Hong Kong Institute of Certified Public Accountants in September 2011 and was admitted as an associate of both the Hong Kong Chartered Governance Institute (formerly known as the Hong Kong Institute of Chartered Secretaries) and the Chartered Governance Institute (formerly known as the Institute of Chartered Secretaries and Administrators) in March 2016.

Involvementin Certain Legal Proceedings

To the best of our knowledge, none of our directors or officers has been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors, nor has any been a party to any judicial or administrative proceeding during the past five years that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws, except for matters that were dismissed without sanction or settlement. Except as set forth in our discussion in “Related Party Transactions” in our Annual Report, our directors and officers have not been involved in any transactions with us or any of our affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the SEC.

BoardLeadership Structure

Mr. Kim Kwan Kings, WONG serves as the Chairman of the Board of Directors. As a smaller public company, we believe it is in the company’s best interest to allow the company to benefit from guidance from key members of management in a variety of capacities. We do not have a lead independent director and do not anticipate having a lead independent director because we will encourage our independent directors to freely voice their opinions on a relatively small company board. We believe this leadership structure is appropriate because we are a relatively small public company.

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VoteRequired

This proposal requires affirmative (“FOR”) votes of a majority of votes cast by shares present or represented by proxy and entitled to vote at the Annual Meeting and voting affirmatively or negatively on such matter. Unless otherwise instructed on the proxy or unless authority to vote is withheld, shares represented by executed proxies will be voted “FOR” this proposal. Abstentions or broker non-votes, if any, will not be counted as votes cast and will not affect the outcome of this proposal, although they will be counted for purposes of determining whether there is a quorum present.

Recommendationof the Board of Directors

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

PROPOSALTWOBY AN ORDINARY RESOLUTION, TO RATIFY THE APPOINTMENT OF ONESTOP ASSURANCE PAC AS THE COMPANY’S INDEPENDENT REGISTERED PUBLICACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2024(ITEM 2 ON THE PROXY CARD)

We are proposing to ratify the appointment of Onestop Assurance PAC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. The Audit Committee of the Board of Directors has appointed Onestop Assurance PAC to serve as the Company’s fiscal year 2024 independent registered public accounting firm. Although the Company’s governing documents do not require the submission of this matter to shareholders, the Board of Directors considers it desirable that the appointment of Onestop Assurance PAC be ratified by shareholders.

Audit services to be provided by Onestop Assurance PAC for fiscal 2024 will include the examination of the consolidated financial statements of the Company and services related to periodic filings made with the SEC.

A representative of Onestop Assurance PAC is not expected to be present at the Annual Meeting and therefore will not (i) have the opportunity to make a statement if they so desire or (ii) be available to respond to questions from shareholders.

If the appointment of Onestop Assurance PAC is not ratified, the Audit Committee of the Board of Directors will reconsider the appointment.

VoteRequired

This Proposal requires affirmative (“FOR”) votes of a simple majority of votes cast by shares present or represented by proxy and entitled to vote at the Annual Meeting and voting affirmatively or negatively on such matter. Unless otherwise instructed on the proxy or unless authority to vote is withheld, shares represented by executed proxies will be voted “FOR” this proposal. Abstentions or broker non-votes, if any, will not be counted as votes cast and will not affect the outcome of this proposal, although they will be counted for purposes of determining whether there is a quorum present.

Recommendationof the Board of Directors

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

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PROPOSALTHREEBY ORDINARY RESOLUTIONS, TO RE-CLASSIFY AND RE-DESIGNATETHE SHARES OF THE COMPANY(ITEM 3 ON THE PROXY CARD)

The Board of Directors approved, and recommended the shareholders of the Company to approve, by ordinary resolutions to:

(i) approve<br> the adoption of a dual-class share capital structure (the “Dual-Class Share Capital Structure”) by taking the following steps to redesignate and reclassify<br> the authorized share capital of the Company from US$50,000 divided into 500,000,000 ordinary<br> shares of par value US$0.0001 each (the “Ordinary Shares”) to US$50,000<br> divided into 450,000,000 class A ordinary shares of US$0.0001 each (the “Class A Ordinary Shares”) and 50,000,000 class B ordinary shares of US$0.0001 each (the<br> “Class B Ordinary Shares”) (the “Share Redesignation”):
(a) re-designating all<br> of the issued and outstanding Ordinary Shares (except for the 15,000,000 Ordinary Shares<br> held by WINWIN DEVELOPMENT GROUP LIMITED) into Class A Ordinary Shares, each having one (1) vote<br> per share and the other rights attached to it as set out in the amended and restated memorandum<br> and articles of association to be adopted by the shareholders of the Company at the Annual<br> Meeting on a one for one basis;
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(b) re-designating<br> 15,000,000 issued and outstanding Ordinary Shares held by WINWIN DEVELOPMENT GROUP LIMITED<br> into Class B Ordinary Shares, each having 30 votes per share and the other rights attached<br> to it as set out in the amended and restated memorandum and articles of association to be<br> adopted by the shareholders of the Company at the Annual Meeting on a one for one basis;<br> and
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(c) re-designating the<br> remaining 409,000,000 authorized but unissued Ordinary Shares into Class A Ordinary<br> Shares on a one for one basis, and the remaining 35,000,000 authorized but unissued Ordinary<br> Shares into Class B Ordinary Shares on a one for one basis; and
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(ii) authorize<br> and instruct the transfer agent and share registrar of the Company to update the shareholder<br> list of the Company as may be necessary to reflect the Share Redesignation.
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PotentialEffects

Following effectiveness of the proposed Dual-Class Share Capital Structure, each Class A Ordinary Share would be entitled to one (1) vote and each Class B Ordinary Share would be entitled to 30 votes on all matters subject to vote at general meetings of the Company, and with such other rights, preferences, and privileges as set forth in the amended and restated memorandum and articles of association to be approved and approved by the shareholders of the Company at the Annual Meeting. The Class B Ordinary Shares would not be convertible into Class A Ordinary Shares or any other equity securities authorized to be issued by the Company. Holders of the Class B Ordinary Shares would not be entitled to receive dividends of any kind.

The proposed Dual-Class Share Capital Structure will not affect in any way the validity or transferability of share certificates outstanding or the trading of the Company’s shares on the Nasdaq Capital Market.

Future issuances of Class B Ordinary Shares or securities convertible into Class B Ordinary Shares could have a dilutive effect on our earnings per share, book value per share, and the voting power and interest of current holders of ordinary shares. In addition, the availability of additional Class A Ordinary Shares for issuance could, under certain circumstances, discourage or make more difficult any efforts to obtain control of the Company. The Board of Directors is not aware of any attempt, or contemplated attempt, to acquire control of the Company, nor is this proposal being presented with the intent that it be used to prevent or discourage any acquisition attempt. However, nothing would prevent the Board of Directors from taking any such actions that it deems to be consistent with its fiduciary duties.

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As of the record date, Mr. Kim Kwan Kings, WONG, the Company’s Chief Executive Officer and Chairman of the Board, is the sole director of Winwin Development Group Limited, and Mr. Wong holds 90% interest and has voting and dispositive control of Winwin Development Group Limited. Prior to the proposed Share Redesignation, Mr. Kim Kwan Kings, WONG beneficially owns a total of 20,160,000 Ordinary Shares of the Company through Winwin Development Group Limited, representing approximately 36% of the total voting power of the Company. Following effectiveness of the proposed Share Redesignation, Mr. Kim Kwan Kings, WONG will beneficially hold approximately 92.7% of the total voting power of the Company.

Name<br> of Shareholder Number of Existing<br><br> Shares held Number of Shares to be<br><br> Held Giving Effect to<br> Share Re-designation
Winwin Development Group<br> Limited 20,160,000 Ordinary Shares 5,160,000 Class A Ordinary Shares <br>15,000,000<br> Class B Ordinary Shares

VoteRequired

This Proposal requires affirmative (“FOR”) votes of a simple majority of votes cast by shares present or represented by proxy and entitled to vote at the Annual Meeting and voting affirmatively or negatively on such matter. Unless otherwise instructed on the proxy or unless authority to vote is withheld, shares represented by executed proxies will be voted “FOR” this proposal. Abstentions or broker non-votes, if any, will not be counted as votes cast and will not affect the outcome of this proposal, although they will be counted for purposes of determining whether there is a quorum present.

Recommendationof the Board of Directors

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

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PROPOSALFOURBY SPECIAL RESOLUTIONS, TO ADOPT THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE COMPANY(ITEM 4 ON THE PROXY CARD)

General

The Board of Directors approved, and recommended the shareholders of the Company to approve, by special resolutions to,

(i) approve<br> and adopt the amended and restated memorandum and articles of association of the Company<br> as set forth in Appendix A to this notice (the “Amended M&A”)<br> in substitution for and to the exclusion of the memorandum and articles of association of<br> the company currently in effect (the “Existing M&A”) in its entirety<br> with immediate effect, to reflect the changes in, among others the quorum for general meetings,<br> the notice period for general meetings, the voting method at general meetings and the authorized<br> share capital and to set out the rights and privileges of Class A Ordinary Shares and Class<br> B Ordinary Shares; and
(ii) authorize<br> and instruct the registered office provider of the Company to make any necessary filings<br> with the Registrar of Companies in the Cayman Islands in connection with the adoption of<br> the Amended M&A and the passing of these special resolutions.
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PotentialEffects

If shareholders approve this proposal, the adoption of the Amended M&A will become effective immediately upon such approval.

VoteRequired

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

Recommendationof the Board of Directors

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

PROPOSALFIVEBY AN ORDINARY RESOLUTION, TO APPROVE THE CONSOLIDATION OF THECOMPANY’S SHARES(ITEM 5 ON THE PROXY CARD)

General

The Board of Directors, being aware of the fact that the Ordinary Shares of the Company has been trading on Nasdaq below Nasdaq’s minimum bid price requirement set forth in Nasdaq Listing Rules 5550(a)(2) and 5810(c)(3)(A) and the general volatility of current market conditions, and in order to maintain compliance to Nasdaq Listing Rules, including the minimum bid price requirement, has determined that it is in the best interests of the Company to effect a consolidation of each issued and unissued share in the authorised share capital of the Company (the “Share Consolidation”) into fewer, proportionally more valuable, shares at a ratio within a range of thirty (30) shares into one (1) share to two hundred (200) shares into one (1) share, the exact ratio of which shall be determined by further action of the Board of Directors, but in no event shall cause the Company to fail qualifying for the continuing listing standards on the Nasdaq Capital Market, to be effective on a date on or prior to December 4, 2025 as may be determined by the Board of Directors and announced by the Company (the “Effective Date”), so that a shareholder holding every thirty (30) to two hundred (200) Class A Ordinary Shares of US$0.0001 par value each (the “Pre-Consolidation Class A Ordinary Shares”) will hold 1 new Class A Ordinary Share of par value ranging from US$0.003 to US$0.02 each (the “Post-Consolidation Class A Ordinary Shares”), and a shareholder holding every thirty (30) to two hundred (200) Class B Ordinary Shares of US$0.0001 par value each (the “Pre-Consolidation Class B Ordinary Shares”) will hold 1 new Class B Ordinary Share of par value ranging from US$0.003 to US$0.02 each (the “Post-Consolidation Class B Ordinary Shares”), with such Post-Consolidation Class A Ordinary Shares having the same rights and being subject to the same restrictions as the Pre-Consolidation Class A Ordinary Shares and such Post-Consolidation Class B Ordinary Shares having the same rights and being subject to the same restrictions as the Pre-Consolidation Class B Ordinary Shares as set out in the Amended M&A in effect at the time of Effective Date, and any fractional shares created as a result of the Share Consolidation would be rounded up to the nearest whole share.

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In respect of any and all fractional entitlements to the issued consolidated shares of the Company resulting from the Share Consolidation, the Board of Directors may settle as it considers expedient any difficulty which arises in relation to the Share Consolidation, including but without prejudice to the generality of the foregoing: rounding up fractions of shares issued to or registered in the name of such shareholders of the Company following or as a result of the Share Consolidation to the nearest whole share, and/or capitalizing all or any part of any amount for the time being standing to the credit of any reserve or fund of the Company (including its share premium account and profit and loss account) whether or not the same is available for distribution and applying such sum in paying up unissued shares to be issued to the shareholders of the Company to round up any fractions of shares issued to or registered in the name of such shareholders of the Company following or as a result of the Share Consolidation.

The Share Consolidation is conditional upon the board of directors of the Company determining, confirming and approving that the Share Consolidation is an effective means of maintaining, or if necessary, regaining, compliance with the minimum trading price requirement for continued listing of our Ordinary Shares on The Nasdaq Capital Market.

The conditionality of the Share Consolidation will expire on December 4, 2025. In the event that no Effective Date has been determined by the Board of Directors after this date, the share capital of the Company shall remain unchanged unless otherwise resolved by the shareholders of the Company; and the authority granted to the Board of Directors in this proposal will terminate and no Share Consolidation will be implemented.

Purposeof the Share Consolidation

The Board of Directors’ primary objective in proposing the Share Consolidation is to raise the per share trading price of the Ordinary Shares of the Company (or Class A Ordinary Shares upon change of authorized share capital). In particular, this will help us to maintain the listing of our Ordinary Shares or Class A Ordinary Shares on Nasdaq.

Delisting from Nasdaq may adversely affect our ability to raise additional financing through the public or private sale of equity securities, may significantly affect the ability of investors to trade our securities and may negatively affect the value and liquidity of our Ordinary Shares or Class A Ordinary Shares. Delisting also could have other negative results, including the potential loss of employee confidence, the loss of institutional investors or interest in business development opportunities.

If we are delisted from Nasdaq and we are not able to list our Ordinary Shares or Class A Ordinary Shares on another exchange, our Ordinary Shares or Class A Ordinary Shares could be quoted on the OTC Markets or in the “pink sheets.” As a result, we could face significant adverse consequences including, among others:

● a<br> limited availability of market quotations for our securities;
● a<br> determination that our Ordinary Shares or Class A Ordinary Shares is a “penny<br> stock” which will require brokers trading in our Ordinary Shares or Class A Ordinary<br> Shares to adhere to more stringent rules and possibly result in a reduced level of trading<br> activity in the secondary trading market for our securities;
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● a<br> limited amount of news and little or no analyst coverage for us;
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● we<br> would no longer qualify for exemptions from state securities registration requirements, which<br> may require us to comply with applicable state securities laws; and
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● a<br> decreased ability to issue additional securities (including pursuant to short-form registration<br> statements on Form F-3) or obtain additional financing in the future.
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As of the Record Date, we were not in compliance with Nasdaq’s minimum bid price requirement. The Board of Directors believes that the proposed Share Consolidation is a potentially effective means for us to regain or maintain compliance with the listing rules of Nasdaq and to avoid, or at least mitigate, the likely adverse consequences of our Ordinary Shares or Class A Ordinary Shares being delisted from Nasdaq by producing the immediate effect of increasing the bid price of our Ordinary Shares or Class A Ordinary Shares.

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Determinationof Ratio

The ratio of the Share Consolidation, if approved and implemented, will be a ratio within a range of thirty (30) shares into one (1) share to two hundred (200) shares into one (1) share, with the final ratio to be determined by the Board of Directors on the Effective Date on or prior to December 4, 2025. Even if approved, the Board of Directors will have discretion not to implement the Share Consolidation.

In determining the Share Consolidation ratio, the Board of Directors will consider numerous factors, including:

● the<br> historical and projected performance of our Ordinary Shares or Class A Ordinary Shares;
● general<br> economic and other related conditions prevailing in our industry and in the marketplace;
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● the<br> projected impact of the selected Share Consolidation ratio on trading liquidity in our Ordinary<br> Shares or Class A Ordinary Shares;
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● our<br> capitalization (including the number of our Ordinary Shares or Class A Ordinary Shares<br> issued and outstanding);
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● the<br> prevailing trading price for our Ordinary Shares or Class A Ordinary Shares and the<br> volume level thereof; and
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● potential<br> devaluation of our market capitalization as a result of a Share Consolidation.
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The purpose of asking for authorization to implement the Share Consolidation at a ratio to be determined by the Board of Directors, as opposed to a ratio fixed in advance, is to give the Board of Directors the flexibility to take into account then-current market conditions and changes in price of our Ordinary Shares or Class A Ordinary Shares and to respond to other developments that may be deemed relevant when considering the appropriate ratio.

PotentialEffects

The Share Consolidation will affect all of our shareholders uniformly and will not affect any shareholder’s percentage ownership interests in the Company or proportionate voting power, except for minor adjustments due to the additional net share fraction that will need to be issued as a result of the treatment of fractional shares.

The principal effect of the Share Consolidation will be that (i) the authorized share capital of the Company be consolidated at a ratio within a range of thirty (30) shares into one (1) share to two hundred (200) shares into one (1) share, as the case may be based on the ratio for the Share Consolidation as determined by the Board of Directors, and (ii) all outstanding instruments entitling the holders thereof to purchase Ordinary Shares or Class A Ordinary Shares will enable such holders to purchase, upon exercise or conversion of their instruments, as applicable, between and including one-thirtieth to one-eightieth of the number of Ordinary Shares or Class A Ordinary Shares which such holders would have been able to purchase upon exercise or conversion of their instruments, as applicable, immediately preceding the Share Consolidation at an exercise or conversion price equal to between and including thirty to eighty times the exercise or conversion price specified before the Share Consolidation, resulting in essentially the same aggregate price being required to be paid therefor upon exercise or conversion thereof immediately preceding the Share Consolidation, as the case may be based on the ratio for the Share Consolidation as determined by the Board of Directors.

The following assumptions, which is for illustrative purposes only, illustrates the effects of the Share Consolidation at certain ratios within the foregoing range, without giving effect to any adjustments for fractional shares, on the authorized share capital of the Company upon change of authorized share capital:

Assuming thirty(30) shares into one (1) share Share Consolidation ratio:

From US$50,000 divided into 450,000,000 Class A Ordinary Shares of a par value of US$0.0001 each, and 50,000,000 Class B Ordinary Shares of a par value of US$0.0001 each;

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To US$50,000 divided into 15,000,000 Class A Ordinary Shares of a par value of US$0.003 each, and 1,666,667 Class B Ordinary Shares of a par value of US$0.003 each.

Assuming twohundred (200) shares into one (1) share Share Consolidation ratio:

From US$50,000 divided into 450,000,000 Class A Ordinary Shares of a par value of US$0.0001 each, and 50,000,000 Class B Ordinary Shares of a par value of US$0.0001 each;

To US$50,000 divided into 2,250,000 Class A Ordinary Shares of a par value of US$0.02 each, and 250,000 Class B Ordinary Shares of a par value of US$0.02 each.

AccountingMatters

The Share Consolidation will increase the par value of our Class A Ordinary Shares and Class B Ordinary Shares, respectively, in proportion to the ratio of the Share Consolidation, as determined by the Board of Directors. As a result, on the Effective Date, the number of authorized share capital would be reduced proportionate to the ratio of the Share Consolidation, as determined by the Board of Directors; however, the stated capital on our balance sheet attributable to the share capital will not be affected. The per share net loss and net book value of our equity will be retroactively increased for each period because there will be fewer securities outstanding.

Registrationand Trading of the Ordinary Shares

The Share Consolidation will not affect the registration of the Ordinary Shares (or Class A Ordinary Shares upon change of authorized share capital) or the Company’s obligation to publicly file financial and other information with the SEC. When the Share Consolidation is implemented, the Ordinary Shares or Class A Ordinary Shares will begin trading on a post-split basis on the Effective Date announced by the Company through press release. In connection with the Share Consolidation, the CUSIP number of the Ordinary Shares or Class A Ordinary Shares (which is an identifier used by participants in the securities industry to identify the Ordinary Shares or Class A Ordinary Shares) will change.

FractionalShares

No fractional shares will be issued to any shareholders in connection with the Share Consolidation. Any fractional shares created as a result of the Share Consolidation would be rounded up to the nearest whole share, therefore each shareholder will be entitled to receive one Ordinary Share (or Class A Ordinary Share upon change of authorized share capital) in lieu of the fractional share that would have resulted from the Share Consolidation.

StreetName Holders of Ordinary Shares

The Company intends for the Share Consolidation to treat shareholders holding Ordinary Shares (or Class A Ordinary Shares upon change of authorized share capital) in street name through a nominee (such as a bank or broker) in the same manner as shareholders whose shares are registered in their names. Nominees will be instructed to effect the Share Consolidation for their beneficial holders. However, nominees may have different procedures. Accordingly, shareholders holding Ordinary Shares or Class A Ordinary Shares in street name should contact their nominees.

ShareCertificates

Mandatory surrender of certificates is required by the shareholders. The Company’s transfer agent will adjust the record books of the Company to reflect the Share Consolidation as of the Effective Date, and mail new certificates to shareholders.

CertainRisks Associated with the Share Consolidation

Before voting on this proposal, you should consider the following risks associated with the implementation of the Share Consolidation:

● Although<br> we expect that the Share Consolidation will result in an increase in the market price of<br> the Ordinary Shares or Class A Ordinary Shares, we cannot assure you that the Share<br> Consolidation, if implemented, will increase the market price of the Ordinary Shares or Class A<br> Ordinary Shares in proportion to the reduction in the number of the Ordinary Shares or Class A<br> Ordinary Shares outstanding or result in a permanent increase in the market price. The effect<br> the Share Consolidation may have upon the market price of the Ordinary Shares or Class A<br> Ordinary Shares cannot be predicted with any certainty, and the history of similar Share<br> Consolidations for companies in similar circumstances to ours is varied. The market price<br> of the Ordinary Shares or Class A Ordinary Shares is dependent on many factors, including<br> our business and financial performance, general market conditions, prospects for future success<br> and other factors detailed from time to time in the reports we file with the SEC. Accordingly,<br> the total market capitalization of the Ordinary Shares or Class A Ordinary Shares after<br> the proposed Share Consolidation may be lower than the total market capitalization before<br> the proposed Share Consolidation and, in the future, the market price of the Ordinary Shares<br> or Class A Ordinary Shares following the Share Consolidation may not exceed or remain<br> higher than the market price prior to the proposed Share Consolidation. 
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● The<br> Share Consolidation may result in some shareholders owning “odd lots” of less<br> than 100 Ordinary Shares or Class A Ordinary Shares on a post-consolidation basis.<br> These odd lots may be more difficult to sell, or require greater transaction costs per share<br> to sell, than shares in “round lots” of even multiples of 100 shares.
● While<br> the Board of Directors believes that a higher share price may help generate investor interest,<br> there can be no assurance that the Share Consolidation will result in a per share price that<br> will attract institutional investors or investment funds or that such share price will satisfy<br> the investing guidelines of institutional investors or investment funds. As a result, the<br> trading liquidity of the Ordinary Shares or Class A Ordinary Shares may not necessarily<br> improve.
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VoteRequired

This proposal requires affirmative (“FOR”) votes of a majority of votes cast by shares present or represented by proxy and entitled to vote at the Annual Meeting and voting affirmatively or negatively on such matter. Unless otherwise instructed on the proxy or unless authority to vote is withheld, shares represented by executed proxies will be voted “FOR” this proposal. Abstentions or broker non-votes, if any, will not be counted as votes cast and will not affect the outcome of this proposal, although they will be counted for purposes of determining whether there is a quorum present.

Recommendationof the Board of Directors

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

OTHERMATTERS

GENERAL

The Board of Directors does not know of any matters other than those stated in this Proxy Statement that are to be presented for action at the meeting. If any other matters should properly come before the meeting, it is intended that proxies in the accompanying form will be voted on any such other matters in accordance with the judgment of the persons voting such proxies. Discretionary authority to vote on such matters is conferred by such proxies upon the persons voting them.

The Company will bear the cost of preparing, printing, assembling and mailing the proxy card, Proxy Statement and other material which may be sent to shareholders in connection with this solicitation. It is contemplated that brokerage houses will forward the proxy materials to beneficial owners at our request. In addition to the solicitation of proxies by use of the mails, officers and regular employees of the Company may solicit proxies without additional compensation, by telephone or telegraph. We may reimburse brokers or other persons holding Shares in their names or the names of their nominees for the expenses of forwarding soliciting material to their principals and obtaining their proxies.

If you have questions about the Annual Meeting or other information related to the proxy solicitation, you may contact the Company at +852 3615 8567.

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COMMUNICATIONSWITH THE BOARD OF DIRECTORS

Shareholders wishing to communicate with the Board of Directors or any individual director may write to the Board of Directors or the individual director to Top Wealth Group Holding Limited, Units 714 & 715, Hong Kong Plaza, 188 Connaught Road West, Hong Kong. Any such communication must state the number of Shares beneficially owned by the shareholder making the communication. All such communications will be forwarded to the Board of Directors or to any individual director or directors to whom the communication is directed unless the communication is clearly of a marketing nature or is unduly hostile, threatening, illegal, or similarly inappropriate, in which case the Company has the authority to discard the communication or take appropriate legal action regarding the communication.

WHEREYOU CAN FIND MORE INFORMATION

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

By order of<br> the Board of Directors,
/s/ Kim Kwan Kings, WONG
Kim Kwan Kings, WONG
Chief Executive Officer,<br> Director and<br><br> Chairman of the Board 
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Appendix A
Companies Act (Revised)<br><br> <br><br><br> <br>Company Limited byShares
****<br><br> <br>amended and restated<br><br> <br>memorandum of association OF Top Wealth Group Holding Limited
Adopted by special resolution passed on [date] 2025

Companies Act (Revised)

Company Limited by Shares

Amended and Restated

Memorandum of Association

of

Top Wealth Group Holding Limited

Adopted by special resolution passed on [date] 2025

1 The name<br> of the Company is Top Wealth Group Holding Limited.
2 The Company’s<br> registered office will be situated at the office of Ogier Global (Cayman) Limited, 89 Nexus<br> Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands or at such other place in the Cayman<br> Islands as the directors may at any time decide.
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3 The Company’s<br> objects are unrestricted. As provided by section 7(4) of the Companies Act (Revised), the<br> Company has full power and authority to carry out any object not prohibited by any law of<br> the Cayman Islands.
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4 The Company<br> has unrestricted corporate capacity. Without limitation to the foregoing, as provided by<br> section 27 (2) of the Companies Act (Revised), the Company has and is capable of exercising<br> all the functions of a natural person of full capacity irrespective of any question of corporate<br> benefit.
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5 Nothing<br> in any of the preceding paragraphs permits the Company to carry on any of the following businesses<br> without being duly licensed, namely:
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(a) the business of a bank or trust company<br> without being licensed in that behalf under the Banks and Trust Companies Act (Revised);<br> or
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(b) insurance business from within the<br> Cayman Islands or the business of an insurance manager, agent, sub-agent or broker without<br> being licensed in that behalf under the Insurance Act (Revised);or
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(c) the business of company management<br> without being licensed in that behalf under the Companies Management Act (Revised).
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6 The Company<br> will not trade in the Cayman Islands with any person, firm or corporation except in furtherance<br> of its business carried on outside the Cayman Islands. Despite this, the Company may effect<br> and conclude contracts in the Cayman Islands and exercise in the Cayman Islands any of its<br> powers necessary for the carrying on of its business outside the Cayman Islands.
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7 The Company<br> is a company limited by shares and accordingly the liability of each member is limited to<br> the amount (if any) unpaid on that member’s shares.
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8 The authorised<br> share capital of the Company is US$50,000 divided into 450,000,000 Class A Ordinary Shares<br> of US$0.0001 each and 50,000,000 Class B Ordinary Shares of US$0.0001 each. Other than as<br> set out in the preceding sentence, there is no limit on the number of shares of any class<br> which the Company is authorised to issue. However, subject to the Companies Act (Revised)<br> and the Company’s articles of association, the Company has power to do any one or more of<br> the following:
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(a) redeem or repurchase any of its shares;
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(b) increase or reduce its capital;
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(c) issue any part of its capital (whether<br> original, redeemed, increased or reduced):
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(i) with or without any preferential, deferred,<br> qualified or special rights, privileges or conditions; or
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(ii) subject to any limitations or restrictions
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and unless the condition of issue expressly declares otherwise, every issue of shares (whether declared to be ordinary, preference or otherwise) is subject to this power; and

(d) alter any of those rights, privileges,<br> conditions, limitations or restrictions.
9 The Company<br> has power to register by way of continuation as a body corporate limited by shares under<br> the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman<br> Islands.
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Companies Act (Revised)<br><br> <br><br><br> <br>Company Limited<br>By Shares
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amended and<br> restated<br><br> articles of association<br><br> of<br><br> Top Wealth Group Holding Limited<br><br> <br>****
Adopted by special resolution passed on [date] 2025

Contents

1 Definitions, interpretation and exclusion of Table A 1
Definitions 1
Interpretation 4
Exclusion of Table A Articles 5
2 Shares 5
Power to issue Shares and options, with or<br> without special rights 5
Power to issue fractions of a Share 6
Power to pay commissions and brokerage fees 6
Trusts not recognised 6
Security interests 6
Rights of Shares 7
Power to vary class rights 7
Effect of new Share issue on existing class<br> rights 8
No bearer Shares or warrants 8
Treasury Shares 8
Rights attaching to Treasury Shares and related<br> matters 8
Register of Members 9
Annual Return 9
3 Share certificates 9
Issue of share certificates 9
Renewal of lost or damaged share certificates 10
4 Lien on Shares 10
Nature and scope of lien 10
Company may sell Shares to satisfy lien 10
Authority to execute instrument of transfer 11
Consequences of sale of Shares to satisfy<br> lien 11
Application of proceeds of sale 11
5 Calls on Shares and forfeiture 12
Power to make calls and effect of calls 12
Time when call made 12
Liability of joint holders 12
Interest on unpaid calls 12
Deemed calls 13
Power to accept early payment 13
Power to make different arrangements at time<br> of issue of Shares 13
Notice of default 13
Forfeiture or surrender of Shares 13
Disposal of forfeited or surrendered Share<br> and power to cancel forfeiture or surrender 13
Effect of forfeiture or surrender on former<br> Member 14
Evidence of forfeiture or surrender 14
Sale of forfeited or surrendered Shares 14
6 Transfer of Shares 15
Form of Transfer 15
Power to refuse registration for Shares not<br> listed on a Designated Stock Exchange 15
Suspension of transfers 15
Company may retain instrument of transfer 15
Notice of refusal to register 16 
i
7 Transmission of Shares 16
Persons entitled on death of a Member 16
Registration of transfer of a Share following<br> death or bankruptcy 16
Indemnity 17
Rights of person entitled to a Share following<br> death or bankruptcy 17
8 Alteration of capital 17
Increasing, consolidating, converting, dividing<br> and cancelling share capital 17
Dealing with fractions resulting from consolidation<br> of Shares 17
Reducing share capital 18
9 Conversion, redemption and purchase of own Shares 18
Power to issue redeemable Shares and to purchase<br> own Shares 18
Power to pay for redemption or purchase in<br> cash or in specie 18
Effect of redemption or purchase of a Share 19
No conversion rights 19
10 Meetings of Members 19
Annual and extraordinary general meetings 19
Power to call meetings 19
Content of notice 20
Period of notice 21
Persons entitled to receive notice 21
Accidental omission to give notice or non-receipt<br> of notice 22
11 Proceedings at meetings of Members 22
Quorum 22
Lack of quorum 22
Chairman 23
Right of a Director to attend and speak 23
Accommodation of Members at Virtual Meeting 23
Security 23
Adjournment, postponement and cancellation 24
Method of voting 24
Taking of a poll 24
No casting vote 24
Written resolutions 24
Sole-Member Company 26
12 Voting rights of Members 26
Right to vote 26
Rights of joint holders 26
Representation of corporate Members 26
Member with mental disorder 27
Objections to admissibility of votes 27
Form of proxy 27
How and when proxy is to be delivered 28
Voting by proxy 29
13 Number of Directors 29
14 Appointment, disqualification and removal of Directors 30
First Directors 30
No age limit 30
Corporate Directors 30
No shareholding qualification 30 
ii
Appointment of Directors 30
Board’s power to appoint Directors 30
Removal of Directors 31
Resignation of Directors 31
Termination of the office of Director 31
15 Alternate Directors 32
Appointment and removal 32
Notices 32
Rights of alternate Director 32
Appointment ceases when the appointor ceases<br> to be a Director 33
Status of alternate Director 33
Status of the Director making the appointment 33
16 Powers of Directors 33
Powers of Directors 33
Directors below the minimum number 33
Appointments to office 34
Provisions for employees 34
Exercise of voting rights 34
Remuneration 35
Disclosure of information 35
17 Delegation of powers 35
Power to delegate any of the Directors’<br> powers to a committee 35
Local boards 36
Power to appoint an agent of the Company 36
Power to appoint an attorney or authorised<br> signatory of the Company 36
Borrowing Powers 37
Corporate Governance 37
18 Meetings of Directors 37
Regulation of Directors’ meetings 37
Calling meetings 37
Notice of meetings 38
Use of technology 38
Quorum 38
Chairman or deputy to preside 38
Voting 38
Recording of dissent 38
Written resolutions 39
Validity of acts of Directors in spite of<br> formal defect 39
19 Permissible Directors’ interests and disclosure 39
20 Minutes 39
21 Accounts and audit 40
Financial year 40
Auditors 40
22 Record dates 40
23 Dividends 41
Source of dividends 41
Declaration of dividends by Members 41
Payment of interim dividends and declaration<br> of final dividends by Directors 41 
iii
Apportionment of dividends 42
Right of set off 42
Power to pay other than in cash 42
How payments may be made 43
Dividends or other monies not to bear interest<br> in absence of special rights 43
Dividends unable to be paid or unclaimed 43
24 Capitalisation of profits 44
Capitalisation of profits or of any share<br> premium account or capital redemption reserve; 44
Applying an amount for the benefit of Members 44
25 Share Premium Account 44
Directors to maintain share premium account 44
Debits to share premium account 44
26 Seal 45
Company seal 45
Duplicate seal 45
When and how seal is to be used 45
If no seal is adopted or used 45
Power to allow non-manual signatures and facsimile<br> printing of seal 45
Validity of execution 46
27 Indemnity 46
Release 46
Insurance 47
28 Notices 47
Form of notices 47
Electronic communications 47
Persons entitled to notices 48
Persons authorised to give notices 48
Delivery of written notices 48
Joint holders 49
Signatures 49
Giving notice to a deceased or bankrupt Member 49
Date of giving notices 49
Saving provision 50
29 Authentication of Electronic Records 50
Application of Articles 50
Authentication of documents sent by Members<br> by Electronic means 50
Authentication of document sent by the Secretary<br> or Officers of the Company by Electronic means 51
Manner of signing 51
Saving provision 51
30 Transfer by way of continuation 52
31 Winding up 52
Distribution of assets in specie 52
No obligation to accept liability 52
32 Amendment of Memorandum and Articles 53
Power to change name or amend Memorandum 53
Power to amend these Articles 53 
iv

Companies Act (Revised)

Company Limited by Shares

Amended and Restated

Articles of Association

of

Top Wealth Group Holding Limited

Adopted by special resolution passed on [date] 2025

1 Definitions,<br> interpretation and exclusion of Table A

Definitions

1.1 In<br> these Articles, the following definitions apply:

Act means the Companies Act (Revised) of the Cayman Islands, including any statutory modification or re-enactment thereof for the time being in force;

Articles means, as appropriate:

(a) these<br> articles of association as amended from time to time: or
(b) two<br> or more particular articles of these Articles;
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and Article refers to a particular article of these Articles;

Auditors means the auditor or auditors for the time being of the Company;

Board means the board of Directors from time to time;

Board Resolution means (a) a resolution approved at a duly convened and constituted meeting of the Directors by an affirmative vote of a majority of the Directors present at the meeting who voted on the matter, or (b) a written resolution of the Directors passed in accordance with Article 18.14.

Business Day means a day when banks in Grand Cayman, the Cayman Islands are open for the transaction of normal banking business and for the avoidance of doubt, shall not include a Saturday, Sunday or public holiday in the Cayman Islands;

Cayman Islands means the British Overseas Territory of the Cayman Islands;

Class A Ordinary Share means the class A ordinary shares of US$0.0001 par value each of the Company, which have the rights set forth in these Articles;

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Class B Ordinary Share means the class B ordinary shares of US$0.0001 par value each of the Company, which have the rights set forth in these Articles;

Clear Days, in relation to a period of notice, means that period of calendar days excluding:

(a) the<br> calendar day when the notice is given or deemed to be given; and
(b) the<br> calendar day for which it is given or on which it is to take effect;
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Commission means Securities and Exchange Commission of the United States of America or other federal agency for the time being administering the U.S. Securities Act;

Company means the above-named company;

Default Rate means ten per cent per annum;

Designated Stock Exchanges means the NASDAQ Capital Market in the United States of America for so long as any class of the Company’s Shares are there listed and any other stock exchange on which any class of the Company’s Shares are listed for trading;

Designated Stock Exchange Rulesmeans the relevant code, rules and regulations, as amended, from time to time, applicable as a result of the original and continued listing of any Shares on the Designated Stock Exchanges;

Directors means the directors for the time being of the Company and the expression Director shall be construed accordingly;

Electronic has the meaning given to that term in the Electronic Transactions Act (Revised) of the Cayman Islands;

Electronic Communication Facilitiesmeans 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;

Electronic Record has the meaning given to that term in the Electronic Transactions Act (Revised) of the Cayman Islands;

Electronic Signature has the meaning given to that term in the Electronic Transactions Act (Revised) of the Cayman Islands;

Fully Paid Up means:

(a) in<br> relation to a Share with par value, means that the par value for that Share and any premium<br> payable in respect of the issue of that Share, has been fully paid or credited as paid in<br> money or money’s worth; and
(b) in<br> relation to a Share without par value, means that the agreed issue price for that Share has<br> been fully paid or credited as paid in money or money’s worth;
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2

General Meeting means a general meeting of the Company duly constituted in accordance with the Articles;

Independent Director means a Director who is an independent director as defined in the Designated Stock Exchange Rules as determined by the Board by Board Resolution;

Member means any person or persons entered on the register of Members from time to time as the holder of a Share;

Memorandum means the memorandum of association of the Company as amended from time to time;

month means a calendar month;

Officer means a person appointed to hold an office in the Company including a Director, alternate Director or liquidator and excluding the Secretary;

Ordinary Resolution means a resolution of a General Meeting passed by a simple majority of the votes by Members who (being entitled to do so) vote in person or by proxy or, in the case of corporation, by their duly authorised representatives, at that meeting. The expression includes a written resolution signed by the requisite majority in accordance with Article 11.14;

Partly PaidUp means:

(a) in<br> relation to a Share with par value, that the par value for that Share and any premium payable<br> in respect of the issue of that Share, has not been fully paid or credited as paid in money<br> or money’s worth; and
(b) in<br> relation to a Share without par value, means that the agreed issue price for that Share has<br> not been fully paid or credited as paid in money or money’s worth;
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Register of Members means the register of Members maintained in accordance with the Act and includes (except where otherwise stated) any branch or duplicate register of the Members;

Secretary means a person appointed to perform the duties of the secretary of the Company, including a joint, assistant or deputy secretary;

Share means a share in the capital of the Company and the expression:

(a) includes<br> stock (except where a distinction between shares and stock is expressed or implied); and
(b) where<br> the context permits, also includes a fraction of a Share;
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3

Special Resolution means a resolution of a General Meeting or a resolution of a meeting of the holders of any class of Shares in a class meeting duly constituted in accordance with the Articles in each case passed by a majority of not less than two-thirds of the votes by Members who (being entitled to do so) vote in person or by proxy at that meeting. The expression includes a unanimous written resolution signed by all Members entitled to vote at such meeting;

Treasury Shares means Shares held in treasury pursuant to the Act and Article 2.15; and

U.S. Securities Act means the Securities Act of 1933 of the United States of America, as amended, or any similar federal statute and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time; and

Virtual Meeting means any general meeting of the Members at which the Members (and any other permitted participants of such meeting, including without limitation the chairman of the meeting and any Directors) are permitted to attend and participate solely by means of Electronic Communication Facilities.

Interpretation

1.2 In<br> the interpretation of these Articles, the following provisions apply unless the context otherwise<br> requires:
(a) A<br> reference in these Articles to a statute is a reference to a statute of the Cayman Islands<br> as known by its short title, and includes:
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(i) any<br> statutory modification, amendment or re-enactment; and
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(ii) any<br> subordinate legislation or regulations issued under that statute.
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Without limitation to the preceding sentence, a reference to a revised Act of the Cayman Islands is taken to be a reference to the revision of that Act in force from time to time as amended from time to time.

(b) Headings<br> are inserted for convenience only and do not affect the interpretation of these Articles,<br> unless there is ambiguity.
(c) If<br> a day on which any act, matter or thing is to be done under these Articles is not a Business<br> Day, the act, matter or thing must be done on the next Business Day.
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(d) A<br> word which denotes the singular also denotes the plural, a word which denotes the plural<br> also denotes the singular, and a reference to any gender also denotes the other genders.
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(e) A<br> reference to a person includes, as appropriate, a company, trust, partnership, joint<br> venture, association, body corporate or government agency.
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(f) Where<br> a word or phrase is given a defined meaning another part of speech or grammatical form in<br> respect to that word or phrase has a corresponding meaning.
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4
(g) All<br> references to time are to be calculated by reference to time in the place where the Company’s<br> registered office is located.
(h) The<br> words written and in writing include all modes of representing or reproducing<br> words in a visible form, but do not include an Electronic Record where the distinction between<br> a document in writing and an Electronic Record is expressed or implied.
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(i) The<br> words including, include and in particular or any similar expression<br> are to be construed without limitation.
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(j) The<br> term “present” means, in respect of any person attending a meeting, such<br> person’s presence at a general meeting of Members (or any meeting of the holders of<br> any class of Shares), which may be satisfied by means of such person or, if a corporation<br> or other non-natural person, its duly authorized representative (or, in the case of any Member,<br> a proxy which has been validly appointed by such Member in accordance with these Articles),<br> being: (a) physically present at the meeting; or (b) in the case of any meeting at which<br> Electronic Communication Facilities are permitted in accordance with these Articles, including<br> any Virtual Meeting, connected by means of the use of such Electronic Communication Facilities.
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1.3 The<br> headings in these Articles are intended for convenience only and shall not affect the interpretation<br> of these Articles.
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Exclusion of Table A Articles

1.4 The<br> regulations contained in Table A in the First Schedule of the Act and any other regulations<br> contained in any statute or subordinate legislation are expressly excluded and do not apply<br> to the Company.
2 Shares
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Power to issue Shares and options, with or without special rights

2.1 Subject<br> to the provisions of the Act and these Articles about the redemption and purchase of the<br> Shares, the Directors have general and unconditional authority to allot (with or without<br> confirming rights of renunciation), grant options over or otherwise deal with any unissued<br> Shares to such persons, at such times and on such terms and conditions as they may decide.<br> No Share may be issued at a discount except in accordance with the provisions of the Act.
2.2 Without<br> limitation to the preceding Article, the Directors may so deal with the unissued Shares:
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(a) either<br> at a premium or at par; or
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(b) with<br> or without preferred, deferred or other special rights or restrictions, whether in regard<br> to dividend, voting, return of capital or otherwise.
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5
2.3 Without<br> limitation to the two preceding Articles,
(a) the<br> Company may issue rights, options, warrants or convertible securities or securities of similar<br> nature conferring the right upon the holders thereof to subscribe for, purchase or receive<br> any class of Shares or other securities in the Company at such times and on such terms and<br> conditions as the Directors may decide;
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(b) the<br> Directors may refuse to accept any application for Shares, and may accept any application<br> in whole or in part, for any reason or for no reason.
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Power to issue fractions of a Share

2.4 Subject<br> to the Act, the Company may issue fractions of a Share of any class. A fraction of a Share<br> shall be subject to and carry the corresponding fraction of liabilities (whether with respect<br> to calls or otherwise), limitations, preferences, privileges, qualifications, restrictions,<br> rights and other attributes of a Share of that class of Shares.

Power to pay commissions and brokerage fees

2.5 The<br> Company may pay a commission to any person in consideration of that person:
(a) subscribing<br> or agreeing to subscribe, whether absolutely or conditionally; or
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(b) procuring<br> or agreeing to procure subscriptions, whether absolute or conditional,
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for any Shares. That commission may be satisfied by the payment of cash or the allotment of Fully Paid Up or Partly Paid Up Shares or partly in one way and partly in another.

2.6 The<br> Company may employ a broker in the issue of its capital and pay him any proper commission<br> or brokerage.

Trusts not recognised

2.7 Except<br> as required by Act:
(a) no<br> person shall be recognised by the Company as holding any Share on any trust; and
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(b) no<br> person other than the Member shall be recognised by the Company as having any right in a<br> Share.
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Security interests

2.8 Notwithstanding<br> the preceding Article, the Company may (but shall not be obliged to) recognise a security<br> interest of which it has actual notice over shares. The Company shall not be treated as having<br> recognised any such security interest unless it has so agreed in writing with the secured<br> party. 
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Rights of Shares

2.9 Subject<br> to Article 2.1, the Memorandum and any Special Resolution to the contrary and without prejudice<br> to any special rights conferred thereby on the holders of any other Shares or class of Shares,<br> Class A Ordinary Shares and Class B Ordinary Shares shall carry equal rights and rank pari<br> passu with one another in all respects other than as set out below:
(a) Voting Rights:
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(i) Holders<br> of Class A Ordinary Shares and Class B Ordinary Shares have the right to receive notice of,<br> attend, speak and vote at general meetings of the Company. Holders of shares of Class A Ordinary<br> Shares and Class B Ordinary Shares shall, at all times, vote together as a single class on<br> all matters submitted to a vote for Members’ consent.
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(ii) Each<br> Class A Ordinary Share shall be entitled to one (1) vote on all matters subject to the vote<br> at general meetings of the Company; whereas, each Class B Ordinary Share shall be entitled<br> to thirty (30) votes on all matters subject to the vote at general meetings of the Company.
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(b) Transfer:
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(i) Subject<br> to the following Articles about the transfer of Shares, and provided that such transfer complies<br> with applicable rules of the Designated Stock Exchange (if applicable), Class A Ordinary<br> Shares may be transferred in accordance with the Articles and any applicable laws.
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(ii) Class<br> B Ordinary Shares shall under no circumstances be transferrable.
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(c) Dividends and Distribution:
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(i) Dividends<br> may be declared or paid, and other distribution (whether in cash or otherwise) of the Company’s<br> assets (including any distribution of assets to Members on a winding up) may be made to a<br> holder of a Class A Ordinary Share in accordance with the Article 23.
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(ii) No<br> dividend may be declared or paid, and no other distribution (whether in cash or otherwise)<br> of the Company’s assets (including any distribution of assets to Members on a winding<br> up) may be made to a holder of a Class B Ordinary Share.
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Power to vary class rights

2.10 If<br> the share capital is divided into different classes of Shares then, unless the terms on which<br> a class of Shares was issued state otherwise, the rights attaching to a class of Shares may<br> only be varied if one of the following applies:
(a) the<br> Members holding not less than 50% of the issued Shares of that class consent in writing to<br> the variation; or
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(b) the<br> variation is made with the sanction of a Special Resolution passed at a separate general<br> meeting of the Members holding the issued Shares of that class.
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7
2.11 For<br> the purpose of Article 2.10(b), all the provisions of these Articles relating to general<br> meetings apply, mutatis mutandis, to every such separate meeting except that the necessary<br> quorum shall be one or more persons holding, or representing by proxy, not less than one<br> third of the issued Shares of the class.
2.12 For<br> the purposes of a separate class meeting, the Directors may treat two or more or all the<br> classes of Shares as forming one class of Shares if the Directors consider that such classes<br> of Shares would be affected in the same way by the proposals under consideration, but in<br> any other case shall treat them as separate classes of Shares.
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Effect of new Share issue on existing class rights

2.13 Unless<br> the terms on which a class of Shares was issued state otherwise, the rights conferred on<br> the Member holding Shares of any class shall not be deemed to be varied by the creation or<br> issue of further Shares ranking pari passu with the existing Shares of that class.

No bearer Shares or warrants

2.14 The<br> Company shall not issue Shares or warrants to bearers.

Treasury Shares

2.15 Shares<br> that the Company purchases, redeems or acquires by way of surrender in accordance with the<br> Act shall be held as Treasury Shares and not treated as cancelled if:
(a) the<br> Directors so determine prior to the purchase, redemption or surrender of those shares; and
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(b) the<br> relevant provisions of the Memorandum and Articles and the Act are otherwise complied with.
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Rights attaching to Treasury Shares and related matters

2.16 No<br> dividend may be declared or paid, and no other distribution (whether in cash or otherwise)<br> of the Company’s assets (including any distribution of assets to Members on a winding<br> up) may be made to the Company in respect of a Treasury Share.
2.17 The<br> Company shall be entered in the register of Members as the holder of the Treasury Shares.<br> However:
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(a) the<br> Company shall not be treated as a Member for any purpose and shall not exercise any right<br> in respect of the Treasury Shares, and any purported exercise of such a right shall be void;<br> and
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(b) a<br> Treasury Share shall not be voted, directly or indirectly, at any meeting of the Company<br> and shall not be counted in determining the total number of issued shares at any given time,<br> whether for the purposes of these Articles or the Act.
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8
2.18 Nothing<br> in Article 2.17 prevents an allotment of Shares as Fully Paid Up bonus shares in respect<br> of a Treasury Share and Shares allotted as Fully Paid Up bonus shares in respect of a Treasury<br> Share shall be treated as Treasury Shares.
2.19 Treasury<br> Shares may be disposed of by the Company in accordance with the Act and otherwise on such<br> terms and conditions as the Directors determine.
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Register of Members

2.20 The<br> Directors shall keep or cause to be kept a register of Members as required by the Act and<br> may cause the Company to maintain one or more branch registers as contemplated by the Act,<br> provided that where the Company is maintaining one or more branch registers, the Directors<br> shall ensure that a duplicate of each branch register is kept with the Company’s principal<br> register of Members and updated within such number of days of any amendment having been made<br> to such branch register as may be required by the Act.
2.21 The<br> title to Shares listed on a Designated Stock Exchange may be evidenced and transferred in<br> accordance with the laws applicable to the rules and regulations of the Designated Stock<br> Exchange and, for these purposes, the register of Members may be maintained in accordance<br> with section 40B of the Act.
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Annual Return

2.22 The<br> Directors in each calendar year shall prepare or cause to be prepared an annual return and<br> declaration setting forth the particulars required by the Act and shall deliver a copy thereof<br> to the registrar of companies for the Cayman Islands.
3 Share<br> certificates
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Issue of share certificates

3.1 A<br> Member shall only be entitled to a share certificate if the Directors resolve that share<br> certificates shall be issued. Share certificates representing Shares, if any, shall be in<br> such form as the Directors may determine. If the Directors resolve that share certificates<br> shall be issued, upon being entered in the register of Members as the holder of a Share,<br> the Directors may issue to any Member:
(a) without<br> payment, one certificate for all the Shares of each class held by that Member (and, upon<br> transferring a part of the Member’s holding of Shares of any class, to a certificate<br> for the balance of that holding); and
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(b) upon<br> payment of such reasonable sum as the Directors may determine for every certificate after<br> the first, several certificates each for one or more of that Member’s Shares.
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3.2 Every<br> certificate shall specify the number, class and distinguishing numbers (if any) of the Shares<br> to which it relates and whether they are Fully Paid Up or Partly Paid Up. A certificate may<br> be executed under seal or executed in such other manner as the Directors determine.
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9
3.3 Every<br> certificate shall bear legends required under the applicable laws, including the U.S. Securities<br> Act.
3.4 The<br> Company shall not be bound to issue more than one certificate for Shares held jointly by<br> several persons and delivery of a certificate for a Share to one joint holder shall be a<br> sufficient delivery to all of them.
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Renewal of lost or damaged share certificates

3.5 If<br> a share certificate is defaced, worn-out, lost or destroyed, it may be renewed on such terms<br> (if any) as to:
(a) evidence;
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(b) indemnity;
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(c) payment<br> of the expenses reasonably incurred by the Company in investigating the evidence; and
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(d) payment<br> of a reasonable fee, if any for issuing a replacement share certificate,
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as the Directors may determine, and (in the case of defacement or wearing-out) on delivery to the Company of the old certificate.

4 Lien<br> on Shares

Nature and scope of lien

4.1 The<br> Company has a first and paramount lien on all Shares (whether Fully Paid Up or not) registered<br> in the name of a Member (whether solely or jointly with others). The lien is for all monies<br> payable to the Company by the Member or the Member’s estate:
(a) either<br> alone or jointly with any other person, whether or not that other person is a Member; and
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(b) whether<br> or not those monies are presently payable.
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4.2 At<br> any time the Board may by Board Resolution declare any Share to be wholly or partly exempt<br> from the provisions of this Article.
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Company may sell Shares to satisfy lien

4.3 The<br> Company may sell any Shares over which it has a lien if all of the following conditions are<br> met:
(a) the<br> sum in respect of which the lien exists is presently payable;
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(b) the<br> Company gives notice to the Member holding the Share (or to the person entitled to it in<br> consequence of the death or bankruptcy of that Member) demanding payment and stating that<br> if the notice is not complied with the Shares may be sold; and
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(c) that<br> sum is not paid within fourteen Clear Days after that notice is deemed to be given under<br> these Articles,
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and Shares to which this Article 4.3 applies shall be referred to as Lien Default Shares.

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4.4 The<br> Lien Default Shares may be sold in such manner as the Board determines by Board Resolution.
4.5 To<br> the maximum extent permitted by law, the Directors shall incur no personal liability to the<br> Member concerned in respect of the sale.
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Authority to execute instrument of transfer

4.6 To<br> give effect to a sale, the Directors may authorise any person to execute an instrument of<br> transfer of the Lien Default Shares sold to, or in accordance with the directions of, the<br> purchaser.
4.7 The<br> title of the transferee of the Lien Default Shares shall not be affected by any irregularity<br> or invalidity in the proceedings in respect of the sale.
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Consequences of sale of Shares to satisfy lien

4.8 On<br> a sale pursuant to the preceding Articles:
(a) the<br> name of the Member concerned shall be removed from the register of Members as the holder<br> of those Lien Default Shares; and
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(b) that<br> person shall deliver to the Company for cancellation the certificate (if any) for those Lien<br> Default Shares.
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4.9 Notwithstanding<br> the provisions of Article 4.8, such person shall remain liable to the Company for all monies<br> which, at the date of sale, were presently payable by him to the Company in respect of those<br> Lien Default Shares. That person shall also be liable to pay interest on those monies from<br> the date of sale until payment at the rate at which interest was payable before that sale<br> or, failing that, at the Default Rate. The Board may by Board Resolution waive payment wholly<br> or in part or enforce payment without any allowance for the value of the Lien Default Shares<br> at the time of sale or for any consideration received on their disposal.
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Application of proceeds of sale

4.10 The<br> net proceeds of the sale, after payment of the costs, shall be applied in payment of so much<br> of the sum for which the lien exists as is presently payable. Any residue shall be paid to<br> the person whose Lien Default Shares have been sold:
(a) if<br> no certificate for the Lien Default Shares was issued, at the date of the sale; or
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(b) if<br> a certificate for the Lien Default Shares was issued, upon surrender to the Company of that<br> certificate for cancellation
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but, in either case, subject to the Company retaining a like lien for all sums not presently payable as existed on the Lien Default Shares before the sale.

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5 Calls<br> on Shares and forfeiture

Power to make calls and effect of calls

5.1 Subject<br> to the terms of allotment, the Board may by Board Resolution make calls on the Members in<br> respect of any monies unpaid on their Shares including any premium. The call may provide<br> for payment to be by instalments. Subject to receiving at least 14 Clear Days’ notice specifying<br> when and where payment is to be made, each Member shall pay to the Company the amount called<br> on his Shares as required by the notice.
5.2 Before<br> receipt by the Company of any sum due under a call, that call may be revoked in whole or<br> in part and payment of a call may be postponed in whole or in part. Where a call is to be<br> paid in instalments, the Company may revoke the call in respect of all or any remaining instalments<br> in whole or in part and may postpone payment of all or any of the remaining instalments in<br> whole or in part.
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5.3 A<br> Member on whom a call is made shall remain liable for that call notwithstanding the subsequent<br> transfer of the Shares in respect of which the call was made. He shall not be liable for<br> calls made after he is no longer registered as Member in respect of those Shares.
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Time when call made

5.4 A<br> call shall be deemed to have been made at the time when the resolution of the Directors authorising<br> the call was passed.

Liability of joint holders

5.5 Members<br> registered as the joint holders of a Share shall be jointly and severally liable to pay all<br> calls in respect of the Share.

Interest on unpaid calls

5.6 If<br> a call remains unpaid after it has become due and payable the person from whom it is due<br> and payable shall pay interest on the amount unpaid from the day it became due and payable<br> until it is paid:
(a) at<br> the rate fixed by the terms of allotment of the Share or in the notice of the call; or
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(b) if<br> no rate is fixed, at the Default Rate.
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The Directors may waive payment of the interest wholly or in part.

12

Deemed calls

5.7 Any<br> amount payable in respect of a Share, whether on allotment or on a fixed date or otherwise,<br> shall be deemed to be payable as a call. If the amount is not paid when due the provisions<br> of these Articles shall apply as if the amount had become due and payable by virtue of a<br> call.

Power to accept early payment

5.8 The<br> Company may accept from a Member the whole or a part of the amount remaining unpaid on Shares<br> held by him although no part of that amount has been called up.

Power to make different arrangements at time of issue of Shares

5.9 Subject<br> to the terms of allotment, the Directors may make arrangements on the issue of Shares to<br> distinguish between Members in the amounts and times of payment of calls on their Shares.

Notice of default

5.10 If<br> a call remains unpaid after it has become due and payable the Directors may give to the person<br> from whom it is due not less than 14 Clear Days’ notice requiring payment of:
(a) the<br> amount unpaid;
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(b) any<br> interest which may have accrued;
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(c) any<br> expenses which have been incurred by the Company due to that person’s default.
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5.11 The<br> notice shall state the following:
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(a) the<br> place where payment is to be made; and
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(b) a<br> warning that if the notice is not complied with the Shares in respect of which the call is<br> made will be liable to be forfeited.
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Forfeiture or surrender of Shares

5.12 If<br> the notice given pursuant to Article 5.10 is not complied with, the Directors may, before<br> the payment required by the notice has been received, resolve that any Share the subject<br> of that notice be forfeited. The forfeiture shall include all dividends or other monies payable<br> in respect of the forfeited Share and not paid before the forfeiture. Despite the foregoing,<br> the Board may by Board Resolution determine that any Share the subject of that notice be<br> accepted by the Company as surrendered by the Member holding that Share in lieu of forfeiture.

Disposal of forfeited or surrendered Share and power to cancel forfeiture or surrender

5.13 A<br> forfeited or surrendered Share may be sold, re-allotted or otherwise disposed of on such<br> terms and in such manner as the Board by Board Resolution determine either to the former<br> Member who held that Share or to any other person. The forfeiture or surrender may be cancelled<br> on such terms as the Directors think fit at any time before a sale, re-allotment or other<br> disposition. Where, for the purposes of its disposal, a forfeited or surrendered Share is<br> to be transferred to any person, the Directors may by Board Resolution authorise some person<br> to execute an instrument of transfer of the Share to the transferee. 
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Effect of forfeiture or surrender on former Member

5.14 On<br> forfeiture or surrender:
(a) the<br> name of the Member concerned shall be removed from the register of Members as the holder<br> of those Shares and that person shall cease to be a Member in respect of those Shares; and
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(b) that<br> person shall surrender to the Company for cancellation the certificate (if any) for the forfeited<br> or surrendered Shares.
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5.15 Despite<br> the forfeiture or surrender of his Shares, that person shall remain liable to the Company<br> for all monies which at the date of forfeiture or surrender were presently payable by him<br> to the Company in respect of those Shares together with:
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(a) all<br> expenses; and
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(b) interest<br> from the date of forfeiture or surrender until payment:
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(i) at<br> the rate of which interest was payable on those monies before forfeiture; or
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(ii) if<br> no interest was so payable, at the Default Rate.
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The Directors, however, may waive payment wholly or in part.

Evidence of forfeiture or surrender

5.16 A<br> declaration, whether statutory or under oath, made by a Director or the Secretary shall be<br> conclusive evidence of the following matters stated in it as against all persons claiming<br> to be entitled to forfeited Shares:
(a) that<br> the person making the declaration is a Director or Secretary of the Company, and
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(b) that<br> the particular Shares have been forfeited or surrendered on a particular date.
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Subject to the execution of an instrument of transfer, if necessary, the declaration shall constitute good title to the Shares.

Sale of forfeited or surrendered Shares

5.17 Any<br> person to whom the forfeited or surrendered Shares are disposed of shall not be bound to<br> see to the application of the consideration, if any, of those Shares nor shall his title<br> to the Shares be affected by any irregularity in, or invalidity of the proceedings in respect<br> of, the forfeiture, surrender or disposal of those Shares. 
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6 Transfer<br> of Shares

Form of Transfer

6.1 Subject<br> to the following Articles about the transfer of Shares, and provided that such transfer complies<br> with applicable rules of the Designated Stock Exchange, a Member may freely transfer Shares<br> (except Class B Ordinary Shares which shall not be transferrable) to another person by completing<br> an instrument of transfer in a common form or in a form prescribed by the Designated Stock<br> Exchange (if such Shares are listed on the Designated Stock Exchange) or in any other form<br> approved by the Directors, executed:
(a) where<br> the Shares (except Class B Ordinary Shares which shall not be transferrable) are Fully Paid,<br> by or on behalf of that Member; and
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(b) where<br> the Shares (except Class B Ordinary Shares which shall not be transferrable) are partly paid,<br> by or on behalf of that Member and the transferee.
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6.2 The<br> transferor shall be deemed to remain the holder of a Share (except Class B Ordinary Shares<br> which shall not be transferrable) until the name of the transferee is entered into the Register<br> of Members.
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Power to refuse registration for Shares not listed on a Designated Stock Exchange

6.3 Where<br> any class of the Shares in question are not listed on or subject to the rules of any Designated<br> Stock Exchange, registration of any transfer of shares must be approved by the Directors<br> by Board Resolution, and the Directors may in their absolute discretion decline to register<br> any transfer of such Shares which are not Fully Paid Up or on which the Company has a lien.<br> The Directors may also, but are not required to, decline to register any transfer of any<br> such Share unless:
(a) the instrument of transfer is lodged<br> with the Company, accompanied by the certificate (if any) for the Shares to which it relates<br> and such other evidence as the Board may reasonably require to show the right of the transferor<br> to make the transfer;
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(b) the instrument of transfer is in respect<br> of only one class of Shares;
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(c) the instrument of transfer is properly<br> stamped, if required;
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(d) in the case of a transfer to joint<br> holders, the number of joint holders to whom the Share is to be transferred does not exceed<br> four;
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(e) the Shares transferred are Fully Paid<br> Up and free of any lien in favour of the Company; and
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(f) any applicable fee of such maximum<br> sum as the Designated Stock Exchanges may determine to be payable, or such lesser sum as<br> the Board may from time to time require, related to the transfer is paid to the Company.
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Suspension of transfers

6.4 The<br> registration of transfers may, on 14 days’ notice being given by advertisement in such<br> one or more newspapers or by electronic means, be suspended and the register of Members closed<br> at such times and for such periods as the Directors may, in their absolute discretion, from<br> time to time determine, provided always that such registration of transfer shall not be suspended<br> nor the register of Members closed for more than 30 days in any year.

Company may retain instrument of transfer

6.5 All<br> instruments of transfer that are registered shall be retained by the Company. 
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Notice of refusal to register

6.6 If<br> the Directors refuse to register a transfer of any Shares of any class not listed on a Designated<br> Stock Exchange, they shall within one month after the date on which the instrument of transfer<br> was lodged with the Company send to each of the transferor and the transferee notice of the<br> refusal.
7 Transmission<br> of Shares
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Persons entitled on death of a Member

7.1 If<br> a Member dies, the only persons recognised by the Company as having any title to the deceased<br> Members’ interest are the following:
(a) where<br> the deceased Member was a joint holder, the survivor or survivors; and
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(b) where<br> the deceased Member was a sole holder, that Member’s personal representative or representatives.
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7.2 Nothing<br> in these Articles shall release the deceased Member’s estate from any liability in<br> respect of any Share, whether the deceased was a sole holder or a joint holder.
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Registration of transfer of a Share following death or bankruptcy

7.3 A<br> person becoming entitled to a Share in consequence of the death or bankruptcy of a Member<br> may elect to do either of the following:
(a) to<br> become the holder of the Share; or
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(b) to<br> transfer the Share to another person.
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7.4 That<br> person must produce such evidence of his entitlement as the Directors may properly require.
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7.5 If<br> the person elects to become the holder of the Share, he must give notice to the Company to<br> that effect. For the purposes of these Articles, that notice shall be treated as though it<br> were an executed instrument of transfer.
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7.6 If<br> the person elects to transfer the Share to another person then:
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(a) if<br> the Share is Fully Paid Up, the transferor must execute an instrument of transfer; and
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(b) if<br> the Share is nil or Partly Paid Up, the transferor and the transferee must execute an instrument<br> of transfer.
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7.7 All<br> the Articles relating to the transfer of Shares shall apply to the notice or, as appropriate,<br> the instrument of transfer.
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Indemnity

7.8 A<br> person registered as a Member by reason of the death or bankruptcy of another Member shall<br> indemnify the Company and the Directors against any loss or damage suffered by the Company<br> or the Directors as a result of that registration.

Rights of person entitled to a Share following death or bankruptcy

7.9 A<br> person becoming entitled to a Share by reason of the death or bankruptcy of a Member shall<br> have the rights to which he would be entitled if he were registered as the holder of the<br> Share. But, until he is registered as Member in respect of the Share, he shall not be entitled<br> to attend or vote at any meeting of the Company or at any separate meeting of the holders<br> of that class of Shares.
8 Alteration<br> of capital
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Increasing, consolidating, converting, dividing and cancelling share capital

8.1 To<br> the fullest extent permitted by the Act, the Company may by Ordinary Resolution do any of<br> the following and amend its Memorandum for that purpose:
(a) increase<br> its share capital by new Shares of the amount fixed by that Ordinary Resolution and with<br> the attached rights, priorities and privileges set out in that Ordinary Resolution;
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(b) consolidate<br> and divide all or any of its share capital into Shares of larger amount than its existing<br> Shares;
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(c) convert<br> all or any of its Paid Up Shares into stock, and reconvert that stock into Paid Up Shares<br> of any denomination;
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(d) sub-divide<br> its Shares or any of them into Shares of an amount smaller than that fixed by the Memorandum,<br> so, however, that in the sub-division, the proportion between the amount paid and the amount,<br> if any, unpaid on each reduced Share shall be the same as it was in case of the Share from<br> which the reduced Share is derived; and
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(e) cancel<br> Shares which, at the date of the passing of that Ordinary Resolution, have not been taken<br> or agreed to be taken by any person, and diminish the amount of its share capital by the<br> amount of the Shares so cancelled or, in the case of Shares without nominal par value, diminish<br> the number of Shares into which its capital is divided.
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Dealing with fractions resulting from consolidation of Shares

8.2 Whenever,<br> as a result of a consolidation of Shares, any Members would become entitled to fractions<br> of a Share the Directors may on behalf of those Members deal with the fractions as it thinks<br> fit, including (without limitation):
(a) either<br> round up or down the fraction to the nearest whole number, such rounding to be determined<br> by the Directors acting in their sole discretion; or
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(b) sell<br> the Shares representing the fractions for the best price reasonably obtainable to any person<br> (including, subject to the provisions of the Act, the Company); and
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(c) distribute<br> the net proceeds in due proportion among those Members.
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8.3 For<br> the purposes of Article 8.2, the Directors may authorise some person to execute an instrument<br> of transfer of the Shares to, in accordance with the directions of, the purchaser. The transferee<br> shall not be bound to see to the application of the purchase money nor shall the transferee’s<br> title to the Shares be affected by any irregularity in, or invalidity of, the proceedings<br> in respect of the sale.

Reducing share capital

8.4 Subject<br> to the Act and to any rights for the time being conferred on the Members holding a particular<br> class of Shares, the Company may, by Special Resolution, reduce its share capital in any<br> way.
9 Conversion,<br> redemption and purchase of own Shares
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Power to issue redeemable Shares and to purchase own Shares

9.1 Subject<br> to the Act and to any rights for the time being conferred on the Members holding a particular<br> class of Shares, the Company may by its Directors:
(a) issue<br> Shares that are to be redeemed or liable to be redeemed, at the option of the Company or<br> the Member holding those redeemable Shares, on the terms and in the manner its Directors<br> determine before the issue of those Shares;
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(b) with<br> the consent by Special Resolution of the Members holding Shares of a particular class, vary<br> the rights attaching to that class of Shares so as to provide that those Shares are to be<br> redeemed or are liable to be redeemed at the option of the Company on the terms and in the<br> manner which the Directors determine at the time of such variation; and
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(c) purchase<br> all or any of its own Shares of any class including any redeemable Shares on the terms and<br> in the manner which the Directors determine at the time of such purchase.
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The Company may make a payment in respect of the redemption or purchase of its own Shares in any manner authorised by the Act, including out of any combination of the following: capital, its profits and the proceeds of a fresh issue of Shares.

Power to pay for redemption or purchase in cash or in specie

9.2 When<br> making a payment in respect of the redemption or purchase of Shares, the Directors may make<br> the payment in cash or in specie (or partly in one and partly in the other) if so<br> authorised by the terms of the allotment of those Shares or by the terms applying to those<br> Shares in accordance with Article 9.1, or otherwise by agreement with the Member holding<br> those Shares. 
18

Effect of redemption or purchase of a Share

9.3 Upon<br> the date of redemption or purchase of a Share:
(a) the<br> Member holding that Share shall cease to be entitled to any rights in respect of the Share<br> other than the right to receive:
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(i) the<br> price for the Share; and
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(ii) any<br> dividend declared in respect of the Share prior to the date of redemption or purchase;
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(b) the<br> Member’s name shall be removed from the register of Members with respect to the Share;<br> and
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(c) the<br> Share shall be cancelled or held as a Treasury Share, as the Directors may determine.
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9.4 For<br> the purpose of Article 9.3, the date of redemption or purchase is the date when the Member’s<br> name is removed from the register of Members with respect to the Shares the subject of the<br> redemption or purchase.
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No conversion rights

9.5 Class<br> A Ordinary Shares shall not be convertible into Class B Ordinary Shares.
9.6 Class<br> B Ordinary Shares shall not be convertible into Class A Ordinary Shares.
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10 Meetings<br> of Members
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Annual and extraordinary general meetings

10.1 The<br> Company may, but shall not (unless required by the applicable Designated Stock Exchange Rules)<br> be obligated to, in each year hold a general meeting as an annual general meeting, which,<br> if held, shall be convened by the chairman of the Board, or the Directors by Board Resolution,<br> in accordance with these Articles.
10.2 All<br> general meetings other than annual general meetings shall be called extraordinary general<br> meetings.
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Power to call meetings

10.3 The<br> chairman of the Board, or the Directors may by Board Resolution, call a general meeting at<br> any time.
10.4 If<br> there are insufficient Directors to constitute a quorum and the remaining Directors are unable<br> to agree on the appointment of additional Directors, the Directors must call a general meeting<br> for the purpose of appointing additional Directors.
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19
10.5 The<br> Directors must also call a general meeting if requisitioned in the manner set out in the<br> next two Articles.
10.6 Any<br> one or more Members holding not less than one-third of all votes attaching to the total issued<br> and paid up share capital of the Company at the date of deposit of the requisition shall<br> at all times have the right, by written requisition to the Board or the Secretary, to require<br> an extraordinary general meeting to be called by the Board for the transaction of any business<br> specified in such requisition; and such meeting shall be held within two (2) months after<br> the deposit of such requisition. If within twenty one (21) days of such deposit the Board<br> fails to proceed to convene such meeting the requisitionist(s) himself (themselves) may do<br> so in the same manner, and all reasonable expenses incurred by the requisitionist(s) as a<br> result of the failure of the Board shall be reimbursed to the requisitionist(s) by the Company.
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10.7 The<br> requisition must also:
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(a) specify<br> the purpose of the meeting.
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(b) be<br> signed by or on behalf of each requisitioner (and for this purpose each joint holder shall<br> be obliged to sign). The requisition may consist of several documents in like form signed<br> by one or more of the requisitioners; and
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(c) be<br> delivered in accordance with the notice provisions.
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10.8 Without<br> limitation to the foregoing, if there are insufficient Directors to constitute a quorum and<br> the remaining Directors are unable to agree on the appointment of additional Directors, any<br> one or more Members who together hold at least five per cent of the rights to vote at a general<br> meeting may call a general meeting for the purpose of considering the business specified<br> in the notice of meeting which shall include as an item of business the appointment of additional<br> Directors.
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10.9 If<br> the Members call a meeting under the above provisions, the Company shall reimburse their<br> reasonable expenses.
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Content of notice

10.10 Notice<br> of a general meeting shall specify each of the following:
(a) the<br> place, the date and the hour of the meeting;
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(b) whether<br> the meeting will be held virtually, at a physical place or both;
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(c) if<br> the meeting is to be held in any part at a physical place, the address of such place;
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(d) if<br> the meeting is to be held in two or more places, or in any part virtually, the Electronic<br> Communication Facilities that will be used to facilitate the meeting, including the procedures<br> to be followed by any Member or other participant of the meeting who wishes to utilise such<br> Electronic Communication Facilities for the purposes of attending and participating in such<br> meeting;
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(e) subject<br> to paragraph (f) and the requirements of (to the extent applicable) the Designated Stock<br> Exchange Rules, the general nature of the business to be transacted; and
(f) if<br> a resolution is proposed as a Special Resolution, the text of that resolution.
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10.11 In<br> each notice there shall appear with reasonable prominence the following statements:
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(a) that<br> a Member who is entitled to attend and vote is entitled to appoint one or more proxies to<br> attend and vote instead of that Member; and
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(b) that<br> a proxyholder need not be a Member.
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Period of notice

10.12 At<br> least seven Clear Days’ notice of an annual general meeting must be given to Members. For<br> any other general meeting, at least seven Clear Days’ notice must be given to Members.
10.13 Subject<br> to the Act, a meeting may be convened on shorter notice, subject to the Act with the consent<br> of the Member or Members who, individually or collectively, hold at least ninety per cent<br> of the voting rights of all those who have a right to vote at that meeting.
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Persons entitled to receive notice

10.14 Subject<br> to the provisions of these Articles and to any restrictions imposed on any Shares, the notice<br> shall be given to the following people:
(a) the<br> Members
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(b) persons<br> entitled to a Share in consequence of the death or bankruptcy of a Member;
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(c) the<br> Directors; and
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(d) the<br> Auditors (if appointed).
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10.15 The<br> Board may by Board Resolution determine that the Members entitled to receive notice of, attend<br> and vote at a meeting are those persons entered on the register of Members at the close of<br> business on a day determined by the Board.
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Accidental omission to give notice or non-receipt of notice

10.16 Proceedings<br> at a meeting shall not be invalidated by the following:
(a) an<br> accidental failure to give notice of the meeting to any person entitled to notice; or
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(b) non-receipt<br> of notice of the meeting by any person entitled to notice.
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10.17 In<br> addition, where a notice of meeting is published on a website proceedings at the meeting<br> shall not be invalidated merely because it is accidentally published:
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(a) in<br> a different place on the website; or
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(b) for<br> part only of the period from the date of the notification until the conclusion of the meeting<br> to which the notice relates.
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11 Proceedings<br> at meetings of Members
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Quorum

11.1 Save<br> as provided in the following Article, no business shall be transacted at any meeting unless<br> a quorum is present in person or by proxy at the meeting. A quorum is as follows:
(a) if<br> the Company has only one Member: that Member;
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(b) if<br> the Company has more than one Member: one or more Members holding Shares that represent not<br> less than one-third of the outstanding Shares carrying the right to vote at such general<br> meeting.
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Lack of quorum

11.2 If<br> a quorum is not present at the meeting within fifteen minutes of the time appointed for the<br> meeting, or if at any time during the meeting it becomes inquorate, then the following provisions<br> apply:
(a) If<br> the meeting was requisitioned by Members, it shall be cancelled.
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(b) In<br> any other case, the meeting shall stand adjourned to the same time and place seven days hence,<br> or to such other time or place as is determined by the Directors. If a quorum is not present<br> at the meeting within fifteen minutes of the time appointed for the adjourned meeting, then<br> the Members present in person or by proxy at the meeting shall constitute a quorum.
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Chairman

11.3 The<br> chairman of a general meeting (including a Virtual Meeting) shall be the chairman of the<br> Board appointed by Board Resolution, or such other Director as the Directors have nominated<br> to chair Board meetings in the absence of the chairman of the Board. Absent any such person<br> being present at the meeting within fifteen minutes of the time appointed for the meeting,<br> the Directors present shall elect one of their number to chair the meeting. The chairman<br> of the meeting shall be entitled to attend and participate at any such general meeting by<br> means of Electronic Communication Facilities, and to act as the chairman of such general<br> meeting, in which event the chairman of the meeting shall be deemed to be present at the<br> meeting.
11.4 If<br> no Director is present within fifteen minutes of the time appointed for the meeting, or if<br> no Director is willing to act as chairman, the Members present in person or by proxy and<br> entitled to vote shall choose one of their number to chair the meeting.
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Right of a Director to attend and speak

11.5 Even<br> if a Director is not a Member, he shall be entitled to attend and speak at any general meeting<br> and at any separate meeting of Members holding a particular class of Shares.

Accommodation of Members at Virtual Meeting

11.6 A<br> Member entitled to receive notice and attend a meeting will be deemed to be in attendance<br> at such meeting despite their attendance being virtual if adequate facilities are available<br> to ensure that the Member is able to:
(a) to<br> participate in the business for which the meeting has been convened; and
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(b) to<br> hear all that happens at the meeting.
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Without limiting the generality of the foregoing, the Directors may determine that any general meeting may be held as a Virtual Meeting.

Security

11.7 In<br> addition to any measures which the Board may be required to take due to the location or venue<br> of the meeting, the Board may make any arrangement and impose any restriction it considers<br> appropriate and reasonable in the circumstances to ensure the security of a meeting including,<br> without limitation, the searching of any person attending the meeting and the imposing of<br> restrictions on the items of personal property that may be taken into the meeting place.<br> The Board may refuse entry to, or eject from, a meeting a person who refuses to comply with<br> any such arrangements or restrictions. 
23

Adjournment, postponement and cancellation

11.8 A<br> meeting may be:
(a) postponed<br> or cancelled prior to the meeting at the discretion of the Directors by written notice provided<br> to all persons entitled to attend the meeting, unless the meeting was requisitioned by Members<br> or otherwise called by Members pursuant to Article 10; or
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(b) adjourned,<br> with or without an appointed date for resumption, at any time during the meeting at the discretion<br> of the chairman with the consent of the Members constituting a quorum.
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The chairman must adjourn the meeting if so directed by the meeting. No business, however, can be transacted at an adjourned meeting other than business which might properly have been transacted at the original meeting.

11.9 Should<br> a meeting be adjourned for more than 7 Clear Days, whether because of a lack of quorum or<br> otherwise, Members shall be given at least 7 Clear Days’ notice of the date, time and place<br> of the adjourned meeting and the general nature of the business to be transacted. Otherwise<br> it shall not be necessary to give any notice of the adjournment.

Method of voting

11.10 A<br> resolution put to the vote of the meeting shall be decided on a poll.

Taking of a poll

11.11 A<br> poll shall be taken in such manner as the chairman directs. He may appoint scrutineers (who<br> need not be Members) and fix a place and time for declaring the result of the poll. If, through<br> the aid of technology, the meeting is held as a Virtual Meeting or in more than one place,<br> the chairman may appoint scrutineers virtually and in more than one place; but if he considers<br> that the poll cannot be effectively monitored at that meeting, the chairman shall adjourn<br> the holding of the poll to a date, place and time when that can occur.

No casting vote

11.12 In<br> the case of an equality of votes, the chairman of the meeting shall not be entitled to a<br> second or casting vote.

Written resolutions

11.13 Without<br> limitation to section 60(1) of the Act, Members may pass a Special Resolution in writing<br> without holding a meeting if the following conditions are met:
(a) all<br> Members entitled to vote on the resolution are given notice of the resolution as if the same<br> were being proposed at a meeting of Members;
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24
(b) all<br> Members entitled so to vote:
(i) sign<br> a document; or
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(ii) sign<br> several documents in the like form each signed by one or more of those Members; and
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(c) the<br> signed document or documents is or are delivered to the Company, including, if the Company<br> so nominates, by delivery of an Electronic Record by Electronic means to the address specified<br> for that purpose.
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Such written resolution, which shall be as effective as if it had been passed at a meeting of the Members entitled to vote duly convened and held, is passed when all such Members have so signified their agreement to the resolution.

11.14 Members<br> may pass an Ordinary Resolution in writing without holding a meeting if the following conditions<br> are met:
(a) all<br> Members entitled to vote on the resolution are:
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(i) given<br> notice of the resolution as if the same were being proposed at a meeting of Members; and
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(ii) notified<br> in the same or an accompanying notice of the date by which the resolution must be passed<br> if it is not to lapse, being a period of 7 days beginning with the date that the notice is<br> first given;
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(b) the<br> required majority of the Members entitled so to vote:
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(i) sign<br> a document; or
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(ii) sign<br> several documents in the like form each signed by one or more of those Members; and
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(c) the<br> signed document or documents is or are delivered to the Company, including, if the Company<br> so nominates, by delivery of an Electronic Record by Electronic means to the address specified<br> for that purpose.
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Such written resolution, which shall be as effective as if it had been passed at a meeting of the Members entitled to vote duly convened and held, is passed upon the later of these dates: (i) subject to the following Article, the date next immediately following the end of the period of 5 days beginning with the date that notice of the resolution is first given and (ii) the date when the required majority have so signified their agreement to the resolution. However, the proposed written resolution lapses if it is not passed before the end of the period of 7 days beginning with the date that notice of it is first given.

11.15 If<br> all Members entitled to be given notice of the Ordinary Resolution consent, a written resolution<br> may be passed as soon as the required majority have signified their agreement to the resolution,<br> without any minimum period of time having first elapsed. Save that the consent of the majority<br> may be incorporated in the written resolution, each consent shall be in writing or given<br> by Electronic Record and shall otherwise be given to the Company in accordance with Article<br> 28 (Notices) prior to the written resolution taking effect. 
25
11.16 The<br> Directors may determine the manner in which written resolutions shall be put to Members.<br> In particular, they may provide, in the form of any written resolution, for each Member to<br> indicate, out of the number of votes the Member would have been entitled to cast at a meeting<br> to consider the resolution, how many votes he wishes to cast in favour of the resolution<br> and how many against the resolution or to be treated as abstentions. The result of any such<br> written resolution shall be determined on the same basis as on a poll.
11.17 If<br> a written resolution is described as a Special Resolution or as an Ordinary Resolution, it<br> has effect accordingly.
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Sole-Member Company

11.18 If<br> the Company has only one Member, and the Member records in writing his decision on a question,<br> that record shall constitute both the passing of a resolution and the minute of it.
12 Voting<br> rights of Members
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Right to vote

12.1 Subject<br> to the following, unless their Shares carry no right to vote, or unless a call or other amount<br> presently payable has not been paid, all Members are entitled to vote at a general meeting,<br> and all Members holding Shares of a particular class of Shares are entitled to vote at a<br> meeting of the holders of that class of Shares.
12.2 Members<br> may vote in person or by proxy.
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12.3 On<br> a poll, each Class A Ordinary Share shall be entitled to one (1) vote on all matters subject<br> to vote at general meetings of the Company, and each Class B Ordinary Share shall be entitled<br> to thirty (30) votes on all matters subject to vote at general meetings of the Company. A<br> fraction of a Class A Ordinary Share shall entitle its holder to an equivalent fraction of<br> one (1) vote, and a fraction of a Class B Ordinary Share shall entitle its holder to an equivalent<br> fraction of thirty (30) votes.
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12.4 No<br> Member is bound to vote on his Shares or any of them; nor is he bound to vote each of his<br> Shares in the same way.
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Rights of joint holders

12.5 If<br> Shares are held jointly, only one of the joint holders may vote. If more than one of the<br> joint holders tenders a vote, the vote of the holder whose name in respect of those Shares<br> appears first in the register of Members shall be accepted to the exclusion of the votes<br> of the other joint holder.

Representation of corporate Members

12.6 Save<br> where otherwise provided, a corporate Member must act by a duly authorised representative. 
26
12.7 A<br> corporate Member wishing to act by a duly authorised representative must identify that person<br> to the Company by notice in writing.
12.8 The<br> authorisation may be for any period of time, and must be delivered to the Company before<br> the commencement of the meeting at which it is first used.
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12.9 The<br> Directors of the Company may require the production of any evidence which they consider necessary<br> to determine the validity of the notice.
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12.10 Where<br> a duly authorised representative is present at a meeting that Member is deemed to be present<br> in person; and the acts of the duly authorised representative are personal acts of that Member.
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12.11 A<br> corporate Member may revoke the appointment of a duly authorised representative at any time<br> by notice to the Company; but such revocation will not affect the validity of any acts carried<br> out by the duly authorised representative before the Directors of the Company had actual<br> notice of the revocation.
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Member with mental disorder

12.12 A<br> Member in respect of whom an order has been made by any court having jurisdiction (whether<br> in the Cayman Islands or elsewhere) in matters concerning mental disorder may vote on a poll,<br> by that Member’s receiver, curator bonis or other person authorised in that<br> behalf appointed by that court.
12.13 For<br> the purpose of the preceding Article, evidence to the satisfaction of the Directors of the<br> authority of the person claiming to exercise the right to vote must be received not less<br> than 24 hours before holding the relevant meeting or the adjourned meeting in any manner<br> specified for the delivery of forms of appointment of a proxy, whether in writing or by Electronic<br> means. In default, the right to vote shall not be exercisable.
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Objections to admissibility of votes

12.14 An<br> objection to the validity of a person’s vote may only be raised at the meeting or at<br> the adjourned meeting at which the vote is sought to be tendered. Any objection duly made<br> shall be referred to the chairman whose decision shall be final and conclusive.

Form of proxy

12.15 An<br> instrument appointing a proxy shall be in any common form or in any other form approved by<br> the Directors.
12.16 The<br> instrument must be in writing and signed in one of the following ways:
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(a) by<br> the Member; or
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(b) by<br> the Member’s authorised attorney; or
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(c) if<br> the Member is a corporation or other body corporate, under seal or signed by an authorised<br> officer, secretary or attorney.
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If the Directors so resolve, the Company may accept an Electronic Record of that instrument delivered in the manner specified below and otherwise satisfying the Articles about authentication of Electronic Records.

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12.17 The<br> Directors may require the production of any evidence which they consider necessary to determine<br> the validity of any appointment of a proxy.
12.18 A<br> Member may revoke the appointment of a proxy at any time by notice to the Company duly signed<br> in accordance with Article 12.16.
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12.19 No<br> revocation by a Member of the appointment of a proxy made in accordance with Article 12.18<br> will affect the validity of any acts carried out by the relevant proxy before the Directors<br> of the Company had actual notice of the revocation.
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How and when proxy is to be delivered

12.20 Subject<br> to the following Articles, the Directors may, in the notice convening any meeting or adjourned<br> meeting, or in an instrument of proxy sent out by the Company, specify the manner by which<br> the instrument appointing a proxy shall be deposited and the place and the time (being not<br> later than the time appointed for the commencement of the meeting or adjourned meeting to<br> which the proxy relates) at which the instrument appointing a proxy shall be deposited. In<br> the absence of any such direction from the Directors in the notice convening any meeting<br> or adjourned meeting or in an instrument of proxy sent out by the Company, the form of appointment<br> of a proxy and any authority under which it is signed (or a copy of the authority certified<br> notarially or in any other way approved by the Directors) must be delivered so that it is<br> received by the Company before the time for holding the meeting or adjourned meeting at which<br> the person named in the form of appointment of proxy proposes to vote. They must be delivered<br> in either of the following ways:
(a) In<br> the case of an instrument in writing, it must be left at or sent by post:
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(i) to<br> the registered office of the Company; or
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(ii) to<br> such other place within the Cayman Islands specified in the notice convening the meeting<br> or in any form of appointment of proxy sent out by the Company in relation to the meeting.
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(b) If,<br> pursuant to the notice provisions, a notice may be given to the Company in an Electronic<br> Record, an Electronic Record of an appointment of a proxy must be sent to the address specified<br> pursuant to those provisions unless another address for that purpose is specified:
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(i) in<br> the notice convening the meeting; or
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(ii) in<br> any form of appointment of a proxy sent out by the Company in relation to the meeting; or
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(iii) in<br> any invitation to appoint a proxy issued by the Company in relation to the meeting.
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(c) Notwithstanding<br> Article 12.20(a) and Article 12.20(b), the chairman of the Company may, in any event at his<br> discretion, direct that an instrument of proxy shall be deemed to have been duly deposited.
12.21 If<br> the form of appointment of proxy is not delivered on time, it is invalid.
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12.22 When<br> two or more valid but differing appointments of proxy are delivered or received in respect<br> of the same Share for use at the same meeting and in respect of the same matter, the one<br> which is last validly delivered or received (regardless of its date or of the date of its<br> execution) shall be treated as replacing and revoking the other or others as regards that<br> Share. lf the Company is unable to determine which appointment was last validly delivered<br> or received, none of them shall be treated as valid in respect of that Share.
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12.23 The<br> Board may at the expense of the Company send forms of appointment of proxy to the Members<br> by post (that is to say, pre-paying and posting a letter), or by Electronic communication<br> or otherwise (with or without provision for their return by pre-paid post) for use at any<br> general meeting or at any separate meeting of the holders of any class of Shares, either<br> blank or nominating as proxy in the alternative any one or more of the Directors or any other<br> person. lf for the purpose of any meeting invitations to appoint as proxy a person or one<br> of a number of persons specified in the invitations are issued at the Company’s expense,<br> they shall be issued to all (and not to some only) of the Members entitled to be sent notice<br> of the meeting and to vote at it. The accidental omission to send such a form of appointment<br> or to give such an invitation to, or the non-receipt of such form of appointment by, any<br> Member entitled to attend and vote at a meeting shall not invalidate the proceedings at that<br> meeting
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Voting by proxy

12.24 A<br> proxy shall have the same voting rights at a meeting or adjourned meeting as the Member would<br> have had except to the extent that the instrument appointing him limits those rights. Notwithstanding<br> the appointment of a proxy, a Member may attend and vote at a meeting or adjourned meeting.<br> If a Member votes on any resolution a vote by his proxy on the same resolution, unless in<br> respect of different Shares, shall be invalid.
12.25 The<br> instrument appointing a proxy to vote at a meeting shall not confer any further right to<br> speak at the meeting, except with the permission of the chairman of the meeting.
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13 Number<br> of Directors
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13.1 There<br> shall be a Board consisting of not less than one person provided however that the Company<br> may by Ordinary Resolution increase or reduce the limits in the number of Directors. Unless<br> fixed by Ordinary Resolution, the maximum number of Directors shall be unlimited.
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14 Appointment,<br> disqualification and removal of Directors

First Directors

14.1 The<br> first Directors shall be appointed in writing by the subscriber or subscribers to the Memorandum,<br> or a majority of them.

No age limit

14.2 There<br> is no age limit for Directors save that they must be at least eighteen years of age.

Corporate Directors

14.3 Unless<br> prohibited by law, a body corporate may be a Director. If a body corporate is a Director,<br> the Articles about representation of corporate Members at general meetings apply, mutatis<br> mutandis, to the Articles about Directors’ meetings.

No shareholding qualification

14.4 Unless<br> a shareholding qualification for Directors is fixed by Ordinary Resolution, no Director shall<br> be required to own Shares as a condition of his appointment.

Appointment of Directors

14.5 A<br> Director may be appointed by Ordinary Resolution or by the Directors. Any appointment may<br> be to fill a vacancy or as an additional Director.
14.6 A<br> remaining Director may appoint a Director even though there is not a quorum of Directors.
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14.7 No<br> appointment can cause the number of Directors to exceed the maximum (if one is set); and<br> any such appointment shall be invalid.
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14.8 For<br> so long as Shares are listed on a Designated Stock Exchange, the Directors shall include<br> at least such number of Independent Directors as applicable law, rules or regulations or<br> the Designated Stock Exchange Rules require as determined by the Board by Board Resolution.
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Board’s power to appoint Directors

14.9 Without<br> prejudice to the Company’s power to appoint a person to be a Director pursuant to these<br> Articles, the Board shall have power at any time to appoint any person who is willing to<br> act as a Director, either to fill a vacancy or as an addition to the existing Board, subject<br> to the total number of Directors not exceeding any maximum number fixed by or in accordance<br> with these Articles.
14.10 An<br> appointment of a Director may be on terms that the Director shall automatically retire from<br> office (unless he has sooner vacated office) at the next or a subsequent annual general meeting<br> or upon any specified event or after any specified period in a written agreement between<br> the Company and the Director, if any; but no such term shall be implied in the absence of<br> express provision. Each Director whose term of office expires shall be eligible for re-election<br> at a meeting of the Members or re-appointment by the Board.
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30

Removal of Directors

14.11 A<br> Director may be removed by Board Resolution.

Resignation of Directors

14.12 A<br> Director may at any time resign office by giving to the Company notice in writing or, if<br> permitted pursuant to the notice provisions, in an Electronic Record delivered in either<br> case in accordance with those provisions.
14.13 Unless<br> the notice specifies a different date, the Director shall be deemed to have resigned on the<br> date that the notice is delivered to the Company.
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Termination of the office of Director

14.14 A<br> Director may retire from office as a Director by giving notice in writing to that effect<br> to the Company at the registered office, which notice shall be effective upon such date as<br> may be specified in the notice, failing which upon delivery to the registered office.
14.15 Without<br> prejudice to the provisions in these Articles for retirement (by rotation or otherwise),<br> a Director’s office shall be terminated forthwith if:
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(a) he<br> is prohibited by the law of the Cayman Islands from acting as a Director; or
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(b) he<br> is made bankrupt or makes an arrangement or composition with his creditors generally; or
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(c) he<br> resigns his office by notice to the Company; or
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(d) he<br> only held office as a Director for a fixed term and such term expires; or
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(e) in<br> the opinion of a registered medical practitioner by whom he is being treated he becomes physically<br> or mentally incapable of acting as a Director; or
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(f) he<br> is given notice by the majority of the other Directors (not being less than two in number)<br> to vacate office (without prejudice to any claim for damages for breach of any agreement<br> relating to the provision of the services of such Director); or
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(g) he<br> is made subject to any law relating to mental health or incompetence, whether by court order<br> or otherwise; or
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(h) without<br> the consent of the other Directors, he is absent from meetings of Directors for a continuous<br> period of six months.
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15 Alternate<br> Directors

Appointment and removal

15.1 Any<br> Director may appoint any other person, including another Director, to act in his place as<br> an alternate Director. No appointment shall take effect until the Director has given notice<br> of the appointment to the Board.
15.2 A<br> Director may revoke his appointment of an alternate at any time. No revocation shall take<br> effect until the Director has given notice of the revocation to the Board.
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15.3 A<br> notice of appointment or removal of an alternate Director shall be effective only if given<br> to the Company by one or more of the following methods:
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(a) by<br> notice in writing in accordance with the notice provisions contained in these Articles;
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(b) if<br> the Company has a facsimile address for the time being, by sending by facsimile transmission<br> to that facsimile address a facsimile copy or, otherwise, by sending by facsimile transmission<br> to the facsimile address of the Company’s registered office a facsimile copy (in either case,<br> the facsimile copy being deemed to be the notice unless Article 29.7 applies), in which event<br> notice shall be taken to be given on the date of an error-free transmission report from the<br> sender’s fax machine;
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(c) if<br> the Company has an email address for the time being, by emailing to that email address a<br> scanned copy of the notice as a PDF attachment or, otherwise, by emailing to the email address<br> provided by the Company’s registered office a scanned copy of the notice as a PDF attachment<br> (in either case, the PDF version being deemed to be the notice unless Article 29.7 applies),<br> in which event notice shall be taken to be given on the date of receipt by the Company or<br> the Company’s registered office (as appropriate) in readable form; or
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(d) if<br> permitted pursuant to the notice provisions, in some other form of approved Electronic Record<br> delivered in accordance with those provisions in writing.
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Notices

15.4 All<br> notices of meetings of Directors shall continue to be given to the appointing Director and<br> not to the alternate.

Rights of alternate Director

15.5 An<br> alternate Director shall be entitled to attend and vote at any Board meeting or meeting of<br> a committee of the Directors at which the appointing Director is not personally present,<br> and generally to perform all the functions of the appointing Director in his absence. An<br> alternate Director, however, is not entitled to receive any remuneration from the Company<br> for services rendered as an alternate Director. 
32

Appointment ceases when the appointor ceases to be a Director

15.6 An<br> alternate Director shall cease to be an alternate Director if:
(a) the<br> Director who appointed him ceases to be a Director; or
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(b) the<br> Director who appointed him revokes his appointment by notice delivered to the Board or to<br> the registered office of the Company or in any other manner approved by the Board; or
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(c) in<br> any event happens in relation to him which, if he were a Director of the Company, would cause<br> his office as Director to be vacated.
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Status of alternate Director

15.7 An<br> alternate Director shall carry out all functions of the Director who made the appointment.
15.8 Save<br> where otherwise expressed, an alternate Director shall be treated as a Director under these<br> Articles.
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15.9 An<br> alternate Director is not the agent of the Director appointing him.
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15.10 An<br> alternate Director is not entitled to any remuneration for acting as alternate Director.
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Status of the Director making the appointment

15.11 A<br> Director who has appointed an alternate is not thereby relieved from the duties which he<br> owes the Company.
16 Powers<br> of Directors
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Powers of Directors

16.1 Subject<br> to the provisions of the Act, the Memorandum and these Articles the business of the Company<br> shall be managed by the Directors who may for that purpose exercise all the powers of the<br> Company.
16.2 No<br> prior act of the Directors shall be invalidated by any subsequent alteration of the Memorandum<br> or these Articles. However, to the extent allowed by the Act, Members may, by Special Resolution,<br> validate any prior or future act of the Directors which would otherwise be in breach of their<br> duties.
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Directors below the minimum number

16.3 lf<br> the number of Directors is less than the minimum prescribed in accordance with these Articles,<br> the remaining Director or Directors shall act only for the purposes of appointing an additional<br> Director or Directors to make up such minimum or of convening a general meeting of the Company<br> for the purpose of making such appointment. lf there are no Director or Directors able or<br> willing to act, any two Members may summon a general meeting for the purpose of appointing<br> Directors. Any additional Director so appointed shall hold office (subject to these Articles)<br> only until the dissolution of the annual general meeting next following such appointment<br> unless he is re-elected during such meeting. 
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Appointments to office

16.4 The<br> Directors may by Board Resolution appoint a Director:
(a) as<br> chairman of the Board;
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(b) as<br> managing Director;
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(c) to<br> any other executive office,
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for such period, and on such terms, including as to remuneration as they think fit.

16.5 The<br> appointee must consent in writing to holding that office.
16.6 Where<br> a chairman is appointed he shall, unless unable to do so, preside at every meeting of Directors.
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16.7 If<br> there is no chairman, or if the chairman is unable to preside at a meeting, that meeting<br> may select its own chairman; or the Directors may nominate one of their number to act in<br> place of the chairman should he ever not be available.
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16.8 Subject<br> to the provisions of the Act, the Directors may also appoint and remove any person, who need<br> not be a Director:
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(a) as<br> Secretary; and
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(b) to<br> any office that may be required
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for such period and on such terms, including as to remuneration, as they think fit. In the case of an Officer, that Officer may be given any title the Directors decide.

16.9 The<br> Secretary or Officer must consent in writing to holding that office.
16.10 A<br> Director, Secretary or other Officer of the Company may not the hold the office, or perform<br> the services, of auditor.
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Provisions for employees

16.11 The<br> Board may make provision for the benefit of any persons employed or formerly employed by<br> the Company or any of its subsidiary undertakings (or any member of his family or any person<br> who is dependent on him) in connection with the cessation or the transfer to any person of<br> the whole or part of the undertaking of the Company or any of its subsidiary undertakings.

Exercise of voting rights

16.12 The<br> Board may exercise the voting power conferred by the Shares in any body corporate held or<br> owned by the Company in such manner in all respects as it thinks fit (including, without<br> limitation, the exercise of that power in favour of any resolution appointing any Director<br> as a Director of such body corporate, or voting or providing for the payment of remuneration<br> to the Directors of such body corporate). 
34

Remuneration

16.13 Every<br> Director may be remunerated by the Company for the services he provides for the benefit of<br> the Company, whether as Director, employee or otherwise, and shall be entitled to be paid<br> for the expenses incurred in the Company’s business including attendance at Directors’<br> meetings.
16.14 Until<br> otherwise determined by the Company by Ordinary Resolution, the Directors (other than alternate<br> Directors) shall be entitled to such remuneration by way of fees for their services in the<br> office of Director as the Directors may determine.
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16.15 Remuneration<br> may take any form and may include arrangements to pay pensions, health insurance, death or<br> sickness benefits, whether to the Director or to any other person connected to or related<br> to him.
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16.16 Unless<br> his fellow Directors determine otherwise, a Director is not accountable to the Company for<br> remuneration or other benefits received from any other company which is in the same group<br> as the Company or which has common shareholdings.
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Disclosure of information

16.17 Subject<br> to compliance with applicable laws, including the applicable federal securities laws of the<br> United States, the Directors may release or disclose to a third party any information regarding<br> the affairs of the Company, including any information contained in the register of Members<br> relating to a Member, (and they may authorise any Director, Officer or other authorised agent<br> of the Company to release or disclose to a third party any such information in his possession)<br> if:
(a) the<br> Company or that person, as the case may be, is lawfully required to do so under the laws<br> of any jurisdiction to which the Company is subject; or
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(b) such<br> disclosure is in compliance with the Designated Stock Exchange Rules; or
--- ---
(c) such<br> disclosure is in accordance with any contract entered into by the Company; or
--- ---
(d) the<br> Directors are of the opinion such disclosure would assist or facilitate the Company’s<br> operations.
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17 Delegation<br> of powers
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Power to delegate any of the Directors’ powers to a committee

17.1 The<br> Directors may delegate any of their powers to any committee consisting of one or more persons<br> who need not be Members. Persons on the committee may include non-Directors so long as the<br> majority of those persons are Directors. For so long as Shares are listed on a Designated<br> Stock Exchange, any such committee shall be made up of such number of Independent Directors<br> as required from time to time by the Designated Stock Exchange Rules or otherwise required<br> by applicable law.
17.2 The<br> delegation may be collateral with, or to the exclusion of, the Directors’ own powers.
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35
17.3 The<br> delegation may be on such terms as the Directors think fit, including provision for the committee<br> itself to delegate to a sub-committee; save that any delegation must be capable of being<br> revoked or altered by the Directors at will.
17.4 Unless<br> otherwise permitted by the Directors, a committee must follow the procedures prescribed for<br> the taking of decisions by Directors.
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17.5 For<br> so long as Shares are listed on a Designated Stock Exchange, the Board shall by Board Resolution<br> establish an audit committee, a compensation committee and a nominating and corporate governance<br> committee. Each of these committees shall be empowered to do all things necessary to exercise<br> the rights of such committee set forth in these Articles. Each of the audit committee, compensation<br> committee and nominating and corporate governance committee shall consist of at least three<br> Directors (or such larger minimum number as may be required from time to time by the Designated<br> Stock Exchange Rules). The majority of the committee members on each of the compensation<br> committee and nominating and corporate governance committee shall be Independent Directors.<br> The audit committee shall be made up of such number of Independent Directors as required<br> from time to time by the Designated Stock Exchange Rules or otherwise required by applicable<br> law.
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Local boards

17.6 The<br> Board may by Board Resolution establish any local or divisional board or agency for managing<br> any of the affairs of the Company whether in the Cayman Islands or elsewhere and may appoint<br> any persons to be members of a local or divisional Board, or to be managers or agents, and<br> may fix their remuneration.
17.7 The<br> Board may by Board Resolution delegate to any local or divisional board, manager or agent<br> any of its powers and authorities (with power to sub-delegate) and may authorise the members<br> of any local or divisional board or any of them to fill any vacancies and to act notwithstanding<br> vacancies.
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17.8 Any<br> appointment or delegation under Article 17.6 and Article 17.7 may be made on such terms and<br> subject to such conditions as the Board thinks fit and the Board may by Board Resolution<br> remove any person so appointed, and may revoke or vary any delegation.
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Power to appoint an agent of the Company

17.9 The<br> Directors may appoint any person, either generally or in respect of any specific matter,<br> to be the agent of the Company with or without authority for that person to delegate all<br> or any of that person’s powers. The Directors may make that appointment:
(a) by<br> causing the Company to enter into a power of attorney or agreement; or
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(b) in<br> any other manner they determine.
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Power to appoint an attorney or authorised signatory of the Company

17.10 The<br> Directors may appoint any person, whether nominated directly or indirectly by the Directors,<br> to be the attorney or the authorised signatory of the Company. The appointment may be:
(a) for<br> any purpose;
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36
(b) with<br> the powers, authorities and discretions;
(c) for<br> the period; and
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(d) subject<br> to such conditions
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as they think fit. The powers, authorities and discretions, however, must not exceed those vested in, or exercisable, by the Directors under these Articles. The Directors may do so by power of attorney or any other manner they think fit.

17.11 Any<br> power of attorney or other appointment may contain such provision for the protection and<br> convenience for persons dealing with the attorney or authorised signatory as the Directors<br> think fit. Any power of attorney or other appointment may also authorise the attorney or<br> authorised signatory to delegate all or any of the powers, authorities and discretions vested<br> in that person.
17.12 The<br> Board may by Board Resolution remove any person appointed under Article 17.10 and may revoke<br> or vary the delegation.
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Borrowing Powers

17.13 The<br> Directors may exercise all the powers of the Company to borrow money and to mortgage or charge<br> its undertaking, property and assets both present and future and uncalled capital, or any<br> part thereof, and to issue debentures and other securities, whether outright or as collateral<br> security for any debt, liability or obligation of the Company or its parent undertaking (if<br> any) or any subsidiary undertaking of the Company or of any third party.

Corporate Governance

17.14 The<br> Board may by Board Resolution, from time to time, and except as required by applicable law<br> or the Designated Stock Exchange Rules, adopt, institute, amend, modify or revoke the corporate<br> governance policies or initiatives of the Company, which shall be intended to set forth the<br> guiding principles and policies of the Company and the Board on various corporate governance<br> related matters as the Board shall determine by Board Resolution from time to time.
18 Meetings<br> of Directors
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Regulation of Directors’ meetings

18.1 Subject<br> to the provisions of these Articles, the Directors may regulate their proceedings as they<br> think fit.

Calling meetings

18.2 Any<br> Director may call a meeting of Directors at any time. The Secretary must call a meeting of<br> the Directors if requested to do so by a Director. 
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Notice of meetings

18.3 Notice<br> of a Board meeting may be given to a Director personally or by word of mouth or given in<br> writing or by Electronic communications at such address as he may from time to time specify<br> for this purpose (or, if he does not specify an address, at his last known address). A Director<br> may waive his right to receive notice of any meeting either prospectively or retrospectively.

Use of technology

18.4 A<br> Director may participate in a meeting of Directors through the medium of conference telephone,<br> video or any other form of communications equipment providing all persons participating in<br> the meeting are able to hear and speak to each other throughout the meeting.
18.5 A<br> Director participating in this way is deemed to be present in person at the meeting.
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Quorum

18.6 The<br> quorum for the transaction of business at a meeting of Directors shall be one unless the<br> Directors fix some other number.

Chairman or deputy to preside

18.7 The<br> Board may by Board Resolution appoint a chairman and one or more deputy chairman or chairmen<br> and may at any time revoke any such appointment.
18.8 The<br> chairman, or failing him any deputy chairman (the longest in office taking precedence if<br> more than one is present), shall preside at all Board meetings. If no chairman or deputy<br> chairman has been appointed, or if he is not present within five minutes after the time fixed<br> for holding the meeting, or is unwilling to act as chairman of the meeting, the Directors<br> present shall choose one of their number to act as chairman of the meeting.
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Voting

18.9 A<br> question which arises at a Board meeting shall be decided by a majority of votes. If votes<br> are equal the chairman may, if he wishes, exercise a casting vote.

Recording of dissent

18.10 A<br> Director present at a meeting of Directors shall be presumed to have assented to any action<br> taken at that meeting unless:
(a) his<br> dissent is entered in the minutes of the meeting; or
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(b) he<br> has filed with the meeting before it is concluded signed dissent from that action; or
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(c) he<br> has forwarded to the Company as soon as practical following the conclusion of that meeting<br> signed dissent.
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A Director who votes in favour of an action is not entitled to record his dissent to it.

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Written resolutions

18.11 The<br> Directors may pass a resolution in writing without holding a meeting if all Directors sign<br> a document or sign several documents in the like form each signed by one or more of those<br> Directors.
18.12 A<br> written resolution signed by a validly appointed alternate Director need not also be signed<br> by the appointing Director.
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18.13 A<br> written resolution signed personally by the appointing Director need not also be signed by<br> his alternate.
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18.14 A<br> resolution in writing passed pursuant to Article 18.11, Article 18.12 and/or Article 18.13<br> shall be as effective as if it had been passed at a meeting of the Directors duly convened<br> and held; and it shall be treated as having been passed on the day and at the time that the<br> last Director signs (and for the avoidance of doubt, such day may or may not be a Business<br> Day).
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Validity of acts of Directors in spite of formal defect

18.15 All<br> acts done by a meeting of the Board, or of a committee of the Board, or by any person acting<br> as a Director or an alternate Director, shall, notwithstanding that it is afterwards discovered<br> that there was some defect in the appointment of any Director or alternate Director or member<br> of the committee, or that any of them were disqualified or had vacated office or were not<br> entitled to vote, be as valid as if every such person had been duly appointed and qualified<br> and had continued to be a Director or alternate Director and had been entitled to vote.
19 Permissible<br> Directors’ interests and disclosure
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19.1 A<br> Director who is in any way, whether directly or indirectly, interested in a contract or transaction<br> or proposed contract or transaction with the Company shall declare the nature of his interest<br> at a meeting of the Directors. A general notice given to the Directors by any Director to<br> the effect that he is a member of any specified company or firm and is to be regarded as<br> interested in any contract or transaction which may thereafter be made with that company<br> or firm shall be deemed a sufficient declaration of interest in regard to any contract so<br> made or transaction so consummated. Subject to the Designated Stock Exchange Rules and disqualification<br> by the chairman of the relevant Board meeting, a Director may vote in respect of any contract<br> or transaction or proposed contract or transaction notwithstanding that he may be interested<br> therein provided the Director discloses to his fellow directors the nature and extent of<br> any material interests in respect of any contract or transaction or proposed contract or<br> transaction and if he does so his vote shall be counted and he may be counted in the quorum<br> at any meeting of the Directors at which any such contract or transaction or proposed contract<br> or transaction shall come before the meeting for consideration.
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20 Minutes
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20.1 The<br> Company shall cause minutes to be made in books of:
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(a) all<br> appointments of Officers and committees made by the Board and of any such Officer’s<br> remuneration; and
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(b) the<br> names of Directors present at every meeting of the Directors, a committee of the Board, the<br> Company or the holders of any class of shares or debentures, and all orders, resolutions<br> and proceedings of such meetings.
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39
20.2 Any<br> such minutes, if purporting to be signed by the chairman of the meeting at which the proceedings<br> were held or by the chairman of the next succeeding meeting or the Secretary, shall be prima<br> facie evidence of the matters stated in them.
21 Accounts<br> and audit
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21.1 The<br> Directors must ensure that proper accounting and other records are kept, and that accounts<br> and associated reports are distributed in accordance with the requirements of the Act.
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21.2 The<br> books of account shall be kept at the registered office of the Company and shall always be<br> open to inspection by the Directors. No Member (other than a Director) shall have any right<br> of inspecting any account or book or document of the Company except as conferred by the Act<br> or as authorised by the Directors or by Ordinary Resolution.
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Financial year

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

Auditors

21.4 The<br> Directors may appoint an Auditor of the Company who shall hold office on such terms as the<br> Directors determine.
21.5 At<br> any general meeting convened and held at any time in accordance with these Articles, the<br> Members may, by Ordinary Resolution, remove the Auditor before the expiration of his term<br> of office. If they do so, the Members shall, by Ordinary Resolution, at that meeting appoint<br> another Auditor in his stead for the remainder of his term.
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21.6 The<br> Auditors shall examine such books, accounts and vouchers; as may be necessary for the performance<br> of their duties.
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21.7 The<br> Auditors shall, if so requested by the Directors, make a report on the accounts of the Company<br> during their tenure of office at the next annual general meeting following their appointment,<br> and at any time during their term of office, upon request of the Directors or any general<br> meeting of the Company.
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22 Record<br> dates
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22.1 Except<br> to the extent of any conflicting rights attached to Shares, the resolution declaring a dividend<br> on Shares of any class, whether it be an Ordinary Resolution of the Members or a Board Resolution,<br> may specify that the dividend is payable or distributable to the persons registered as the<br> holders of those Shares at the close of business on a particular date, notwithstanding that<br> the date may be a date prior to that on which the resolution is passed.
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40
22.2 If<br> the resolution does so specify, the dividend shall be payable or distributable to the persons<br> registered as the holders of those Shares at the close of business on the specified date<br> in accordance with their respective holdings so registered, but without prejudice to the<br> rights inter se in respect of the dividend of transferors and transferees of any of<br> those Shares.
22.3 The<br> provisions of this Article apply, mutatis mutandis, to bonuses, capitalisation issues,<br> distributions of realised capital profits or offers or grants made by the Company to the<br> Members.
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23 Dividends
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Source of dividends

23.1 Dividends<br> may be declared and paid out of any funds of the Company lawfully available for distribution.
23.2 Subject<br> to the requirements of the Act regarding the application of a company’s Share premium<br> account and with the sanction of an Ordinary Resolution, dividends may also be declared and<br> paid out of any share premium account.
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Declaration of dividends by Members

23.3 Subject<br> to the provisions of the Act, the Company may by Ordinary Resolution declare dividends in<br> accordance with the respective rights of the Members but no dividend shall exceed the amount<br> recommended by the Directors.
23.4 No<br> dividend may be declared or paid, and no other distribution (whether in cash or otherwise)<br> of the Company’s assets (including any distribution of assets to Members on a winding<br> up) may be made to a holder of a Class B Ordinary Share.
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Payment of interim dividends and declaration of final dividends by Directors

23.5 Subject<br> to Article 23.4, the Directors may by Board Resolution declare and pay interim dividends<br> or recommend final dividends in accordance with the respective rights of the Members if it<br> appears to them that they are justified by the financial position of the Company and that<br> such dividends may lawfully be paid.
23.6 Subject<br> to the provisions of the Act, in relation to the distinction between interim dividends and<br> final dividends, the following applies:
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(a) Upon<br> determination to pay a dividend or dividends described as interim by the Directors in the<br> dividend Board Resolution, no debt shall be created by the declaration until such time as<br> payment is made.
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41
(b) Upon<br> declaration of a dividend or dividends described as final by the Directors in the dividend<br> Board Resolution, a debt shall be created immediately following the declaration, the due<br> date to be the date the dividend is stated to be payable in the Board Resolution.

If the Board Resolution fails to specify whether a dividend is final or interim, it shall be assumed to be interim.

23.7 In<br> relation to Shares carrying differing rights to dividends or rights to dividends at a fixed<br> rate, the following applies:
(a) If<br> the share capital is divided into different classes, the Directors may pay dividends on Shares<br> which confer deferred or non-preferred rights with regard to dividends as well as on Shares<br> which confer preferential rights with regard to dividends but no dividend shall be paid on<br> Shares carrying deferred or non-preferred rights if, at the time of payment, any preferential<br> dividend is in arrears.
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(b) The<br> Directors may also pay, at intervals settled by them, any dividend payable at a fixed rate<br> if it appears to them that there are sufficient funds of the Company lawfully available for<br> distribution to justify the payment.
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(c) If<br> the Directors act in good faith, they shall not incur any liability to the Members holding<br> Shares conferring preferred rights for any loss those Members may suffer by the lawful payment<br> of the dividend on any Shares having deferred or non-preferred rights.
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Apportionment of dividends

23.8 Except<br> as otherwise provided by the rights attached to Shares all dividends shall be declared and<br> paid according to the amounts Paid Up on the Shares on which the dividend is paid. All dividends<br> shall be apportioned and paid proportionately to the amount Paid Up on the Shares during<br> the time or part of the time in respect of which the dividend is paid. But if a Share is<br> issued on terms providing that it shall rank for dividend as from a particular date, that<br> Share shall rank for dividend accordingly.

Right of set off

23.9 The<br> Directors may deduct from a dividend or any other amount payable to a person in respect of<br> a Share any amount due by that person to the Company on a call or otherwise in relation to<br> a Share.

Power to pay other than in cash

23.10 If<br> the Directors so determine, any Board Resolution declaring a dividend may direct that it<br> shall be satisfied wholly or partly by the distribution of assets. If a difficulty arises<br> in relation to the distribution, the Directors may settle that difficulty in any way they<br> consider appropriate. For example, they may do any one or more of the following:
(a) issue<br> fractional Shares;
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42
(b) fix<br> the value of assets for distribution and make cash payments to some Members on the footing<br> of the value so fixed in order to adjust the rights of Members; and
(c) vest<br> some assets in trustees.
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How payments may be made

23.11 Subject<br> to Article 23.4, a dividend or other monies payable on or in respect of a Share may be paid<br> in any of the following ways:
(a) if<br> the Member holding that Share or other person entitled to that Share nominates a bank account<br> for that purpose - by wire transfer to that bank account; or
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(b) by<br> cheque or warrant sent by post to the registered address of the Member holding that Share<br> or other person entitled to that Share.
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23.12 For<br> the purposes of Article 23.11(a), the nomination may be in writing or in an Electronic Record<br> and the bank account nominated may be the bank account of another person. For the purposes<br> of Article 23.11(b), subject to any applicable law or regulation, the cheque or warrant shall<br> be made to the order of the Member holding that Share or other person entitled to the Share<br> or to his nominee, whether nominated in writing or in an Electronic Record, and payment of<br> the cheque or warrant shall be a good discharge to the Company.
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23.13 Subject<br> to Article 23.4, if two or more persons are registered as the holders of the Share or are<br> jointly entitled to it by reason of the death or bankruptcy of the registered holder (Joint Holders), a dividend (or other amount) payable on or in respect of that Share may be<br> paid as follows:
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(a) to<br> the registered address of the Joint Holder of the Share who is named first on the register<br> of Members or to the registered address of the deceased or bankrupt holder, as the case may<br> be; or
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(b) to<br> the address or bank account of another person nominated by the Joint Holders, whether that<br> nomination is in writing or in an Electronic Record.
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23.14 Subject<br> to Article 23.4, any Joint Holder of a Share may give a valid receipt for a dividend (or<br> other amount) payable in respect of that Share.
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Dividends or other monies not to bear interest in absence of special rights

23.15 Unless<br> provided for by the rights attached to a Share, no dividend or other monies payable by the<br> Company in respect of a Share shall bear interest.

Dividends unable to be paid or unclaimed

23.16 Subject<br> to Article 23.4, if a dividend cannot be paid to a Member or remains unclaimed within six<br> weeks after it was declared or both, the Directors may pay it into a separate account in<br> the Company’s name. If a dividend is paid into a separate account, the Company shall<br> not be constituted trustee in respect of that account and the dividend shall remain a debt<br> due to the Member. 
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23.17 A<br> dividend that remains unclaimed for a period of six years after it became due for payment<br> shall be forfeited to, and shall cease to remain owing by, the Company.
24 Capitalisation<br> of profits
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Capitalisation of profits or of any share premium account or capital redemption reserve;

24.1 The<br> Directors may resolve to capitalise:
(a) any<br> part of the Company’s profits not required for paying any preferential dividend (whether<br> or not those profits are available for distribution); or
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(b) any<br> sum standing to the credit of the Company’s share premium account or capital redemption reserve,<br> if any.
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24.2 Subject<br> to Article 23.4, the amount resolved to be capitalised must be appropriated to the Members<br> who would have been entitled to it had it been distributed by way of dividend and in the<br> same proportions. The benefit to each Member so entitled must be given in either or both<br> of the following ways:
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(a) by<br> paying up the amounts unpaid on that Member’s Shares;
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(b) by<br> issuing Fully Paid Up Shares, debentures or other securities of the Company to that Member<br> or as that Member directs. The Directors may resolve that any Shares issued to the Member<br> in respect of Partly Paid Up Shares (Original Shares) rank for dividend only to the<br> extent that the Original Shares rank for dividend while those Original Shares remain Partly<br> Paid Up.
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Applying an amount for the benefit of Members

24.3 Subject<br> to Article 23.4, the amount capitalised must be applied to the benefit of Members in the<br> proportions to which the Members would have been entitled to dividends if the amount capitalised<br> had been distributed as a dividend.
24.4 Subject<br> to the Act, if a fraction of a Share, a debenture or other security is allocated to a Member,<br> the Directors may issue a fractional certificate to that Member or pay him the cash equivalent<br> of the fraction.
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25 Share<br> Premium Account
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Directors to maintain share premium account

25.1 The<br> Directors shall establish a share premium account in accordance with the Act. They shall<br> carry to the credit of that account from time to time an amount equal to the amount or value<br> of the premium paid on the issue of any Share or capital contributed or such other amounts<br> required by the Act.

Debits to share premium account

25.2 The<br> following amounts shall be debited to any share premium account:
(a) on<br> the redemption or purchase of a Share, the difference between the nominal value of that Share<br> and the redemption or purchase price; and
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(b) any<br> other amount paid out of a share premium account as permitted by the Act.
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44
25.3 Notwithstanding<br> the preceding Article, on the redemption or purchase of a Share, the Directors may pay the<br> difference between the nominal value of that Share and the redemption purchase price out<br> of the profits of the Company or, as permitted by the Act, out of capital.
26 Seal
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Company seal

26.1 The<br> Company may have a seal if the Directors so determine by Board Resolution.

Duplicate seal

26.2 Subject<br> to the provisions of the Act, the Company may also have a duplicate seal or seals for use<br> in any place or places outside the Cayman Islands. Each duplicate seal shall be a facsimile<br> of the original seal of the Company. However, if the Directors so determine by Board Resolution,<br> a duplicate seal shall have added on its face the name of the place where it is to be used.

When and how seal is to be used

26.3 A<br> seal may only be used by the authority of the Directors. Unless the Directors otherwise determine<br> by Board Resolution, a document to which a seal is affixed must be signed in one of the following<br> ways:
(a) by<br> a Director (or his alternate) and the Secretary; or
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(b) by<br> a single Director (or his alternate).
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If no seal is adopted or used

26.4 If<br> the Directors do not adopt a seal, or a seal is not used, a document may be executed in the<br> following manner:
(a) by<br> a Director (or his alternate) and the Secretary; or
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(b) by<br> a single Director (or his alternate); or
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(c) in<br> any other manner permitted by the Act.
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Power to allow non-manual signatures and facsimile printing of seal

26.5 The<br> Directors may determine by Board Resolution that either or both of the following applies:
(a) that<br> the seal or a duplicate seal need not be affixed manually but may be affixed by some other<br> method or system of reproduction;
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(b) that<br> a signature required by these Articles need not be manual but may be a mechanical or Electronic<br> Signature.
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Validity of execution

26.6 If<br> a document is duly executed and delivered by or on behalf of the Company, it shall not be<br> regarded as invalid merely because, at the date of the delivery, the Secretary, or the Director,<br> or other Officer or person who signed the document or affixed the seal for and on behalf<br> of the Company ceased to be the Secretary or hold that office and authority on behalf of<br> the Company.
27 Indemnity
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27.1 To<br> the extent permitted by law, the Company shall indemnify each existing or former Director<br> (including alternate Director), Secretary and other Officer of the Company (including an<br> investment adviser or an administrator or liquidator) and their personal representatives<br> against:
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(a) all<br> actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or<br> sustained by the existing or former Director (including alternate Director), Secretary or<br> Officer in or about the conduct of the Company’s business or affairs or in the execution<br> or discharge of the existing or former Director’s (including alternate Director’s), Secretary’s<br> or Officer’s duties, powers, authorities or discretions; and
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(b) without<br> limitation to paragraph (a), all costs, expenses, losses or liabilities incurred by the existing<br> or former Director (including alternate Director), Secretary or Officer in defending (whether<br> successfully or otherwise) any civil, criminal, administrative or investigative proceedings<br> (whether threatened, pending or completed) concerning the Company or its affairs in any court<br> or tribunal, whether in the Cayman Islands or elsewhere.
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No such existing or former Director (including alternate Director), Secretary or Officer, however, shall be indemnified in respect of any matter arising out of his own dishonesty.

27.2 To<br> the extent permitted by Act, the Company may make a payment, or agree to make a payment,<br> whether by way of advance, loan or otherwise, for any legal costs incurred by an existing<br> or former Director (including alternate Director), Secretary or Officer of the Company in<br> respect of any matter identified in Article 27.1 on condition that the Director (including<br> alternate Director), Secretary or Officer must repay the amount paid by the Company to the<br> extent that it is ultimately found not liable to indemnify the Director (including alternate<br> Director), Secretary or that Officer for those legal costs.

Release

27.3 To<br> the extent permitted by Act, the Company may by Special Resolution release any existing or<br> former Director (including alternate Director), Secretary or other Officer of the Company<br> from liability for any loss or damage or right to compensation which may arise out of or<br> in connection with the execution or discharge of the duties, powers, authorities or discretions<br> of his office; but there may be no release from liability arising out of or in connection<br> with that person’s own dishonesty. 
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Insurance

27.4 To<br> the extent permitted by Act, the Company may pay, or agree to pay, a premium in respect of<br> a contract insuring each of the following persons against risks determined by the Directors,<br> other than liability arising out of that person’s own dishonesty:
(a) an<br> existing or former Director (including alternate Director), Secretary or Officer or auditor<br> of:
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(i) the<br> Company;
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(ii) a<br> company which is or was a subsidiary of the Company;
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(iii) a<br> company in which the Company has or had an interest (whether direct or indirect); and
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(b) a<br> trustee of an employee or retirement benefits scheme or other trust in which any of the persons<br> referred to in paragraph (a) is or was interested.
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28 Notices
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Form of notices

28.1 Save<br> where these Articles provide otherwise, and subject to the Designated Stock Exchange Rules,<br> any notice to be given to or by any person pursuant to these Articles shall be:
(a) in<br> writing signed by or on behalf of the giver in the manner set out below for written notices;<br> or
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(b) subject<br> to the next Article, in an Electronic Record signed by or on behalf of the giver by Electronic<br> Signature and authenticated in accordance with Articles about authentication of Electronic<br> Records; or
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(c) where<br> these Articles expressly permit, by the Company by means of a website.
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Electronic communications

28.2 A<br> notice may only be given to the Company in an Electronic Record if:
(a) the<br> Directors so resolve or otherwise accept the notice; or
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(b) any<br> Director or Officer provides the giver of the notice an electronic address to which the notice<br> may be sent and a notice is sent to that address within a reasonable period of time.
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28.3 A<br> notice may not be given by Electronic Record to a person other than the Company unless the<br> recipient has provided the giver of an Electronic address to which notice may be sent.
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28.4 Subject<br> to the Act, the Designated Stock Exchange Rules and to any other rules which the Company<br> is bound to follow, the Company may also send any notice or other document pursuant to these<br> Articles to a Member by publishing that notice or other document on a website where:
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(a) the<br> Company and the Member have agreed to his having access to the notice or document on a website<br> (instead of it being sent to him);
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47
(b) the<br> notice or document is one to which that agreement applies;
(c) the<br> Member is notified (in accordance with any requirements laid down by the Act and, in a manner<br> for the time being agreed between him and the Company for the purpose) of:
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(i) the<br> publication of the notice or document on a website;
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(ii) the<br> address of that website; and
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(iii) the<br> place on that website where the notice or document may be accessed, and how it may be accessed;<br> and
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(d) the<br> notice or document is published on that website throughout the publication period, provided<br> that, if the notice or document is published on that website for a part, but not all of,<br> the publication period, the notice or document shall be treated as being published throughout<br> that period if the failure to publish that notice of document throughout that period is wholly<br> attributable to circumstances which it would not be reasonable to have expected the Company<br> to prevent or avoid. For the purposes of this Article 28.4 “publication period”<br> means a period of not less than seven days, beginning on the day on which the notification<br> referred to in Article 28.4(c) is deemed sent.
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Persons entitled to notices

28.5 Any<br> notice or other document to be given to a Member may be given by reference to the register<br> of Members as it stands at any time within the period of seven days before the day that the<br> notice is given or (where and as applicable) within any other period permitted by, or in<br> accordance with the requirements of, (to the extent applicable) the Designated Stock Exchange<br> Rules and/or the Designated Stock Exchanges. No change in the register of Members after that<br> time shall invalidate the giving of such notice or document or require the Company to give<br> such item to any other person.

Persons authorised to give notices

28.6 A<br> notice by either the Company or a Member pursuant to these Articles may be given on behalf<br> of the Company or a Member by a Director or company secretary of the Company or a Member.

Delivery of written notices

28.7 Save<br> where these Articles provide otherwise, a notice in writing may be given personally to the<br> recipient, or left at (as appropriate) the Member’s or Director’s registered<br> address or the Company’s registered office, or posted to that registered address or<br> registered office. 
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Joint holders

28.8 Where<br> Members are joint holders of a Share, all notices shall be given to the Member whose name<br> first appears in the register of Members.

Signatures

28.9 A<br> written notice shall be signed when it is autographed by or on behalf of the giver, or is<br> marked in such a way as to indicate its execution or adoption by the giver.
28.10 An<br> Electronic Record may be signed by an Electronic Signature.
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Evidence of transmission

28.11 A<br> notice given by Electronic Record shall be deemed sent if an Electronic Record is kept demonstrating<br> the time, date and content of the transmission, and if no notification of failure to transmit<br> is received by the giver.
28.12 A<br> notice given in writing shall be deemed sent if the giver can provide proof that the envelope<br> containing the notice was properly addressed, pre-paid and posted, or that the written notice<br> was otherwise properly transmitted to the recipient.
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28.13 A<br> Member present, either in person or by proxy, at any meeting of the Company or of the holders<br> of any class of Shares shall be deemed to have received due notice of the meeting and, where<br> requisite, of the purposes for which it was called.
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Giving notice to a deceased or bankrupt Member

28.14 A<br> notice may be given by the Company to the persons entitled to a Share in consequence of the<br> death or bankruptcy of a Member by sending or delivering it, in any manner authorised by<br> these Articles for the giving of notice to a Member, addressed to them by name, or by the<br> title of representatives of the deceased, or trustee of the bankrupt or by any like description,<br> at the address, if any, supplied for that purpose by the persons claiming to be so entitled.
28.15 Until<br> such an address has been supplied, a notice may be given in any manner in which it might<br> have been given if the death or bankruptcy had not occurred.
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Date of giving notices

28.16 A<br> notice is given on the date identified in the following table
Method for giving notices When taken to be given
--- --- ---
(A) Personally At<br> the time and date of delivery
(B) By leaving it at the Member’s registered address At<br> the time and date it was left
(C) By posting it by prepaid post to the street or postal address<br>of that recipient 48<br> hours after the date it was posted
(D) By Electronic Record (other than publication on a website),<br>to recipient’s Electronic address 48<br> hours after the date it was sent
(E) By publication on a website 24<br> hours after the date on which the Member is deemed to have been notified of the publication of the notice or document on the website 
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Saving provision

28.17 None<br> of the preceding notice provisions shall derogate from the Articles about the delivery of<br> written resolutions of Directors and written resolutions of Members.
29 Authentication<br> of Electronic Records
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Application of Articles

29.1 Without<br> limitation to any other provision of these Articles, any notice, written resolution or other<br> document under these Articles that is sent by Electronic means by a Member, or by the Secretary,<br> or by a Director or other Officer of the Company, shall be deemed to be authentic if either<br> Article 29.2 or Article 29.4 applies.

Authentication of documents sent by Members by Electronic means

29.2 An<br> Electronic Record of a notice, written resolution or other document sent by Electronic means<br> by or on behalf of one or more Members shall be deemed to be authentic if the following conditions<br> are satisfied:
(a) the<br> Member or each Member, as the case may be, signed the original document, and for this purpose<br> Original Document includes several documents in like form signed by one or more of<br> those Members; and
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(b) the<br> Electronic Record of the Original Document was sent by Electronic means by, or at the direction<br> of, that Member to an address specified in accordance with these Articles for the purpose<br> for which it was sent; and
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(c) Article<br> 29.7 does not apply.
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29.3 For<br> example, where a sole Member signs a resolution and sends the Electronic Record of the original<br> resolution, or causes it to be sent, by facsimile transmission to the address in these Articles<br> specified for that purpose, the facsimile copy shall be deemed to be the written resolution<br> of that Member unless Article 29.7 applies.
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Authentication of document sent by the Secretary or Officers of the Company by Electronic means

29.4 An<br> Electronic Record of a notice, written resolution or other document sent by or on behalf<br> of the Secretary or an Officer or Officers of the Company shall be deemed to be authentic<br> if the following conditions are satisfied:
(a) the<br> Secretary or the Officer or each Officer, as the case may be, signed the original document,<br> and for this purpose Original Document includes several documents in like form signed<br> by the Secretary or one or more of those Officers; and
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(b) the<br> Electronic Record of the Original Document was sent by Electronic means by, or at the direction<br> of, the Secretary or that Officer to an address specified in accordance with these Articles<br> for the purpose for which it was sent; and
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(c) Article<br> 29.7 does not apply.
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This Article 29.4 applies whether the document is sent by or on behalf of the Secretary or Officer in his own right or as a representative of the Company.

29.5 For<br> example, where a sole Director signs a resolution and scans the resolution, or causes it<br> to be scanned, as a PDF version which is attached to an email sent to the address in these<br> Articles specified for that purpose, the PDF version shall be deemed to be the written resolution<br> of that Director unless Article 29.7 applies.

Manner of signing

29.6 For<br> the purposes of these Articles about the authentication of Electronic Records, a document<br> will be taken to be signed if it is signed manually or in any other manner permitted by these<br> Articles.

Saving provision

29.7 A<br> notice, written resolution or other document under these Articles will not be deemed to be<br> authentic if the recipient, acting reasonably:
(a) believes<br> that the signature of the signatory has been altered after the signatory had signed the original<br> document; or
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(b) believes<br> that the original document, or the Electronic Record of it, was altered, without the approval<br> of the signatory, after the signatory signed the original document; or
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(c) otherwise<br> doubts the authenticity of the Electronic Record of the document
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and the recipient promptly gives notice to the sender setting the grounds of its objection. If the recipient invokes this Article, the sender may seek to establish the authenticity of the Electronic Record in any way the sender thinks fit.

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30 Transfer<br> by way of continuation
30.1 The<br> Company may, by Special Resolution, resolve to be registered by way of continuation in a<br> jurisdiction outside:
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(a) the<br> Cayman Islands; or
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(b) such<br> other jurisdiction in which it is, for the time being, incorporated, registered or existing.
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30.2 To<br> give effect to any resolution made pursuant to the preceding Article, the Directors may cause<br> the following:
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(a) an<br> application be made to the Registrar of Companies of the Cayman Islands to deregister the<br> Company in the Cayman Islands or in the other jurisdiction in which it is for the time being<br> incorporated, registered or existing; and
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(b) all<br> such further steps as they consider appropriate to be taken to effect the transfer by way<br> of continuation of the Company.
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31 Winding<br> up
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Distribution of assets in specie

31.1 If<br> the Company is wound up the Members may, subject to these Articles and any other sanction<br> required by the Act, pass a Special Resolution allowing the liquidator to do either or both<br> of the following:
(a) to<br> divide in specie among the holders of the Class A Ordinary Shares the whole or any part of<br> the assets of the Company and, for that purpose, to value any assets and to determine how<br> the division shall be carried out as among the holders of the Class A Ordinary Shares; and/or
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(b) to<br> vest the whole or any part of the assets in trustees for the benefit of the holders of the<br> Class A Ordinary Shares and those liable to contribute to the winding up.
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31.2 No<br> distribution (whether in cash or otherwise) of the Company’s assets on a winding up<br> may be made to a holder of a Class B Ordinary Share.
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No obligation to accept liability

31.3 No<br> Member shall be compelled to accept any assets if an obligation attaches to them.
31.4 The<br> Directors are authorised to present a winding up petition
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31.5 The<br> Directors have the authority to present a petition for the winding up of the Company to the<br> Grand Court of the Cayman Islands on behalf of the Company without the sanction of a resolution<br> passed at a general meeting.
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32 Amendment<br> of Memorandum and Articles

Power to change name or amend Memorandum

32.1 Subject<br> to the Act, the Company may, by Special Resolution:
(a) change<br> its name; or
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(b) change<br> the provisions of its Memorandum with respect to its objects, powers or any other matter<br> specified in the Memorandum.
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Power to amend these Articles

32.2 Subject<br> to the Act and as provided in these Articles, the Company may, by Special Resolution, amend<br> these Articles in whole or in part.

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