Equibles

6-K

Top Wealth Group Holding Ltd (TWG)

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

UNITED STATES

SECURITIES AND EXCHANGECOMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATEISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of August 2025

Commission File Number: 001-42014

TOP WEALTH GROUP HOLDINGLIMITED

(Translation of registrant’s name into English)

Units 714 & 715

7F, Hong Kong Plaza

Connaught Road West

Hong Kong

Tel: +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 extraordinary general meeting of shareholders.

EXHIBITS INDEX

Exhibit No. Description
99.1 Proxy Statement and Notice of Extraordinary General Meeting of Shareholders
99.2 Form of Proxy Card
99.3 Form of Second Amended and Restated Memorandum and Articles of Association
99.4 Top Wealth Group Holding Limited 2025 Second Equity Incentive Plan 
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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: August 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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Exhibit 99.1

Top Wealth Group Holding Limited

Units 714 & 715, Hong Kong Plaza

188 Connaught Road West, Hong Kong

PROXY STATEMENT AND NOTICE OF

EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

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

To our shareholders:

It is my pleasure to invite you to our Extraordinary General Meeting of Shareholders of Top Wealth Group Holding Limited (the “Company”) on 10:30 A.M., Hong Kong Time, on August 22, 2025 (10:30 P.M., Eastern Time, on August 21, 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 Extraordinary General Meeting of Shareholders and Proxy Statement.

YOUR VOTE IS VERY IMPORTANT. WHETHER OR NOTYOU PLAN TO ATTEND THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS, WE URGE YOU TO VOTE AND SUBMIT YOUR PROXY ON THE INTERNET OR BYMAIL. IF YOU ARE A REGISTERED SHAREHOLDER AND ATTEND THE MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE YOUR SHARES IN PERSON. IF YOU HOLDYOUR SHARES THROUGH A BANK OR BROKER AND WANT TO VOTE YOUR SHARES IN PERSON AT THE MEETING, PLEASE CONTACT YOUR BANK OR BROKER TO OBTAINA LEGAL PROXY. THANK YOU FOR YOUR SUPPORT.

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

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

TOP WEALTH GROUP HOLDING LIMITED (THE “COMPANY”)

TIME: 10:30 A.M., Hong Kong Time, on August 22, 2025 (10:30 P.M., Eastern Time, on August 21, 2025)
PLACE: Units 714 & 715, Hong Kong Plaza, 188 Connaught Road West, Hong Kong
ITEMS OF BUSINESS:
Proposal One By ordinary resolution,
(i) to approve the increase of the authorized share capital of the Company from US$50,000 divided into 5,000,000 class A ordinary shares of par value US$0.009 each (the “Class A Ordinary Shares”) and 555,556 class B ordinary shares of par value US$0.009 each (the “Class B Ordinary Shares”) by the creation of additional 1,995,000,000 Class A Ordinary Shares and additional 199,444,444 Class B Ordinary Shares to US$19,800,000 divided into 2,000,000,000 Class A Ordinary Shares of US$0.009 each and 200,000,000 Class B Ordinary Shares of par value US$0.009 each (the “Increase of Authorized Share Capital”); and
(ii) to authorize and instruct Ogier Global (Cayman) Limited, the registered office provider of the Company (the “RO Provider”), to update register of members of the Company to reflect the new authorized share capital of the Company forthwith and to attend any necessary filing of the new authorized share capital of the Company together with these ordinary resolutions (or any necessary extract thereof) with the Registrar of Companies in the Cayman Islands (the “Registrar”).
Proposal Two Subject to and conditional upon the approval for the Increase of Authorized Share Capital above, by special resolution,
(i) to approve and adopt the second amended and restated memorandum and articles of association of the Company (the “Amended M&A”) as the memorandum and articles of association of the Company, in substitution for and to the exclusion of the existing amended and restated memorandum and articles of association of the Company in its entirety with immediate effect; and
(ii) to authorize and instruct the RO Provider to arrange the necessary filing of the Amended M&A together with this special resolution (or any necessary extract thereof) with the Registrar. 
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Proposal Three By ordinary resolution,
(i) to approve, confirm and accept in all respects the terms of, and the consummation of the transactions<br>contemplated by the 2025 Second Equity Incentive Plan (the “Plan”);
(ii) to adopt the Plan with effect from the date of this ordinary resolution;
(iii) 20% of the number of Class A Ordinary Shares issued as of an effective date to be determined by the Board<br>in its sole discretion until December 31, 2026 which may consist of authorized but unissued Class A Ordinary Shares, Class A Ordinary<br>Shares purchased on the open market, or Class A Ordinary Share previously issued and outstanding and repurchased by the Company, be and<br>are hereby reserved for issuance and/or re-issuance (as the case may be) (the “ESOP Shares”); and
(iv) to authorize any director and/or officer of the Company to do all such other acts, deeds, matters and<br>things as that director or officer may deem necessary or expedient in connection with the Plan and/or to consummate the transaction contemplated<br>thereunder, and to carry out all of the Company’s obligations thereunder or execute any other documents deemed necessary as appropriate<br>by him to give effect to such resolutions and the transactions contemplated under the Plan (including, without limitation, the filings<br>with the relevant authorities and the issuance of the ESOP Shares and the relevant share certificates in accordance with the Plan and<br>the memorandum and articles of association of the Company then in effect).
WHO MAY VOTE: You may vote if you were a shareholder of record on August 1, 2025.
DATE OF MAILING: This notice and the proxy statement are first being mailed to shareholders on or about August 13, 2025.
By order of the Board of Directors,
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/s/ Kim Kwan Kings, WONG
Kim Kwan Kings, WONG
Chief Executive Officer, Director and
Chairman of the Board 
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ABOUT THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

What is 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.

What am I voting on?

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

Proposal One By an ordinary resolution,
(i) to approve the increase of the authorized share capital of the Company from US$50,000 divided into 5,000,000<br>class A ordinary shares of par value US$0.009 each (the “Class A Ordinary Shares”) and 555,556 class B ordinary shares<br>of par value US$0.009 each (the “Class B Ordinary Shares”) by the creation of additional 1,995,000,000 Class A Ordinary<br>Shares and additional 199,444,444 Class B Ordinary Shares to US$19,800,000 divided into 2,000,000,000 Class A Ordinary Shares of US$0.009<br>each and 200,000,000 Class B Ordinary Shares of par value US$0.009 each (the “Increase of Authorized Share Capital”);<br>and
(ii) to authorize and instruct Ogier Global (Cayman) Limited, the registered office provider of the Company<br>(the “RO Provider”), to update register of members of the Company to reflect the new authorized share capital of the<br>Company forthwith and to attend any necessary filing of the new authorized share capital of the Company together with these ordinary resolutions<br>(or any necessary extract thereof) with the Registrar of Companies in the Cayman Islands (the “Registrar”).
Proposal Two Subject to and conditional upon the approval for the Increase of Authorized Share Capital above, by special resolution,
(i) to approve and adopt the second amended and restated memorandum and articles of association of the Company (the “AmendedM&A”) as the memorandum and articles of association of the Company, in substitution for and to the exclusion of the existing<br>amended and restated memorandum and articles of association of the Company in its entirety with immediate effect; and
(ii) to authorize and instruct the RO Provider to arrange the necessary filing of the Amended M&A together with these special resolutions<br>(or any necessary extract thereof) with the Registrar. 
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Proposal Three By ordinary resolution,
(i) to approve, confirm and accept in all respects the terms of, and the consummation of the transactions<br>contemplated by the 2025 Second Equity Incentive Plan (the “Plan”);
(ii) to adopt the Plan with effect from the date of this ordinary resolution;
(iii) 20% of the number of Class A Ordinary Shares issued as of an effective date to be determined by the Board<br>in its sole discretion until December 31, 2026 which may consist of authorized but unissued Class A Ordinary Shares, Class A Ordinary<br>Shares purchased on the open market, or Class A Ordinary Share previously issued and outstanding and repurchased by the Company, be and<br>are hereby reserved for issuance and/or re-issuance (as the case may be) (the “ESOP Shares”); and
(iv) to authorize any director and/or officer of the Company to do all such other acts, deeds, matters and<br>things as that director or officer may deem necessary or expedient in connection with the Plan and/or to consummate the transaction contemplated<br>thereunder, and to carry out all of the Company’s obligations thereunder or execute any other documents deemed necessary as appropriate<br>by him to give effect to such resolutions and the transactions contemplated under the Plan (including, without limitation, the filings<br>with the relevant authorities and the issuance of the ESOP Shares and the relevant share certificates in accordance with the Plan and<br>the memorandum and articles of association of the Company then in effect). 
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What is the difference between holding shares as a shareholderof record and as a beneficial owner?

Shareholder of 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.

Beneficial Owner. 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.

Who is entitled to vote?

You may vote if you owned ordinary shares of the Company as of the close of business on August 1, 2025, which we refer to as the “Record Date”. Each Class A ordinary share is entitled to one (1) vote and each Class B ordinary share is entitled to thirty (30) votes. As of August 1, 2025, we had 580,029 Class A ordinary shares and 166,667 Class B ordinary shares issued and outstanding.

How do I vote before the Extraordinary General Meeting?

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

(1) By Internet, which we encourage if you have Internet access,<br>at the address shown on your proxy card;
(2) By mail, by completing, signing, and returning the enclosed<br>proxy card; or
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(3) During the Extraordinary General 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 I change 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 Extraordinary General Meeting. You may do this by (1) signing another proxy card with a later date and returning it to us before the Extraordinary General Meeting, (2) voting again over the Internet prior to the time of the Extraordinary General Meeting, or (3) voting at the Extraordinary General Meeting if you are a registered shareholder or have followed the necessary procedures required by your bank or broker.

What if 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 and Three, in accordance with the best judgment of the named proxies on any other matters properly brought before the Extraordinary General Meeting.

What does it mean if I receive more than one proxy card or instructionform?

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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How many votes must be present to hold the Extraordinary GeneralMeeting?

Your shares are counted as present at the Extraordinary General Meeting if you attend the Extraordinary General Meeting and vote in person or if you properly return a proxy by internet or mail. In order for us to conduct our Extraordinary General Meeting, at least one or more shareholders holding not less than one third of our outstanding ordinary shares of the class as of August 1, 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 Extraordinary General Meeting. If a quorum is not present or represented 15 minutes of the time appointed for the Extraordinary General Meeting, or if at any time during the Extraordinary General Meeting it becomes inquorate, the chairman of the Extraordinary General Meeting shall adjourn the Extraordinary General Meeting to such other time or place as is determined by the directors of the Company. Should the Extraordinary General 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.

How many votes are needed to approve the Company’s proposals?

Proposal One. The Increase of Authorized Share Capital. 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 Extraordinary General Meeting.

Proposal Two. 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 Extraordinary General Meeting.

Proposal Three. The adoption of the 2025 Second Equity Incentive Plan. 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 Extraordinary General Meeting.

What are Abstentions and Broker Non-Votes?

All votes will be tabulated by the inspector of election appointed for the Extraordinary General 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 Extraordinary General 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 Extraordinary General 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 Extraordinary General Meeting.

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

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PROPOSAL ONE

BY ORDINARY RESOLUTION, TO INCREASE THE AUTHORIZEDSHARE CAPITAL OF THE COMPANY

(ITEM 1 ON THE PROXY CARD)

General

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

(i) to approve the increase of the authorized share capital of<br>the Company from US$50,000 divided into 5,000,000 class A ordinary shares of par value US$0.009 each (the “Class A OrdinaryShares”) and 555,556 class B ordinary shares of par value US$0.009 each (the “Class B Ordinary Shares”)<br>by the creation of additional 1,995,000,000 Class A Ordinary Shares and additional 199,444,444 Class B Ordinary Shares to US$19,800,000<br>divided into 2,000,000,000 Class A Ordinary Shares of US$0.009 each and 200,000,000 Class B Ordinary Shares of par value US$0.009 each<br>(the “Increase of Authorized Share Capital”); and
(ii) to authorize and instruct Ogier Global (Cayman) Limited,<br>the registered office provider of the Company (the “RO Provider”), to update register of members of the Company to<br>reflect the new authorized share capital of the Company forthwith and to attend any necessary filing of the new authorized share capital<br>of the Company together with these ordinary resolutions (or any necessary extract thereof) with the Registrar of Companies in the Cayman<br>Islands (the “Registrar”).
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Potential Effects

If shareholders approve this proposal, the Increase of Authorized Share Capital will become effective immediately upon such approval.

Vote Required

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 Extraordinary General 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.

Recommendation of the Board of Directors

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERSVOTE “FOR” THIS PROPOSAL.

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PROPOSAL TWO

BY SPECIAL RESOLUTION, TO ADOPT THE AMENDEDAND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF

THE COMPANY

(ITEM 2 ON THE PROXY CARD)

General

The Board of Directors approved, and recommended the shareholders of the Company to approve, subject to and conditional upon the approval of the Increase of Authorized Share Capital above, by special resolution,

(i) to approve and adopt the second amended and restated memorandum<br>and articles of association of the Company (the “Amended M&A”) in substitution for and to the exclusion of the<br>existing memorandum and articles of association of the Company in its entirety with immediate effect; and
(ii) to authorize and instruct the RO Provider of the Company<br>to arrange the necessary filing of the Amended M&A together with this special resolution (or any necessary extract thereof) with<br>the Registrar.
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Potential Effects

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

Vote Required

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 Extraordinary General 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.

Recommendation of the Board of Directors

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERSVOTE “FOR” THIS PROPOSAL.

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PROPOSAL THREE

BY ORDINARY RESOLUTION, TO ADOPT THE 2025 SECONDEQUITY INCENTIVE PLAN OF THE COMPANY

(ITEM 3 ON THE PROXY CARD)

General

In order to attract, retain and provide incentives to key management employees, directors, and consultants of the Company and its affiliates (the “Key Personnel”), and to align the interests of such Key Personnel with those of the Company’s shareholders; the Board is proposing to adopt the 2025 Second Equity Incentive Plan (the “Plan”).

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

(a) to approve, confirm and accept in all respects the terms<br>of, and the consummation of the transactions contemplated by the 2025 Second Equity Incentive Plan (the “Plan”);
(b) to adopt the Plan with effect from the date of this ordinary<br>resolution;
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(c) 20% of the number of Class A Ordinary Shares issued as of<br>an effective date to be determined by the Board in its sole discretion until December 31, 2026 which may consist of authorized but unissued<br>Class A Ordinary Shares, Class A Ordinary Shares purchased on the open market, or Class A Ordinary Share previously issued and outstanding<br>and repurchased by the Company, be and are hereby reserved for issuance and/or re-issuance (as the case may be) (the “ESOP Shares”);<br>and
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(d) to authorize any director and/or officer of the Company to<br>do all such other acts, deeds, matters and things as that director or officer may deem necessary or expedient in connection with the<br>Plan and/or to consummate the transaction contemplated thereunder, and to carry out all of the Company’s obligations thereunder<br>or execute any other documents deemed necessary as appropriate by him to give effect to such resolutions and the transactions contemplated<br>under the Plan (including, without limitation, the filings with the relevant authorities and the issuance of the ESOP Shares and the<br>relevant share certificates in accordance with the Plan and the memorandum and articles of association of the Company then in effect).
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Potential Effects

If shareholders approve this proposal, the Plan will become effective immediately upon such approval.

Vote Required

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 Extraordinary General 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.

Recommendation of the Board of Directors

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERSVOTE “FOR” THIS PROPOSAL.

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OTHER MATTERS

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 Extraordinary General Meeting or other information related to the proxy solicitation, you may contact the Company at +852 3615 8567.

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COMMUNICATIONS WITH 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.

WHERE YOU 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 the Board of Directors,
/s/ Kim Kwan Kings, WONG
Kim Kwan Kings, WONG
Chief Executive Officer, Director and
Chairman of the Board

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Exhibit 99.2

Exhibit 99.3

Companies Act (Revised)

Company Limited by Shares

SECONDamended and restated

memorandumof associationOFTop Wealth Group Holding Limited

Adopted by special resolution passed on ______________ 2025

Companies Act (Revised)

Company Limited by Shares

Second Amended and Restated

Memorandum of Association

of

Top Wealth Group Holding Limited

Adopted by special resolution passed on _____________ 2025

1 The name of the Company is Top Wealth Group Holding Limited.
2 The Company’s 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 Islands as the directors may at any time<br>decide.
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3 The Company’s 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 the Cayman Islands.
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4 The Company has unrestricted corporate capacity. Without limitation to the foregoing, as provided by section<br>27 (2) of the Companies Act (Revised), the Company has and is capable of exercising all the functions of a natural person of full capacity<br>irrespective of any question of corporate benefit.
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5 Nothing 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 without being licensed in that behalf under the Banks and Trust<br>Companies Act (Revised); or
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(b) insurance business from within the Cayman Islands or the business of an insurance manager, agent, sub-agent<br>or broker without being licensed in that behalf under the Insurance Act (Revised);or
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(c) the business of company management without being licensed in that behalf under the Companies Management<br>Act (Revised).
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6 The Company 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 and conclude contracts in the Cayman Islands<br>and exercise in the Cayman Islands any of its powers necessary for the carrying on of its business outside the Cayman Islands.
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7 The Company 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 share capital of the Company is US$19,800,000 divided into 2,000,000,000 Class A<br> Ordinary Shares of US$0.009 each and 200,000,000 Class B Ordinary Shares of US$0.009 each. Other than as set out in the preceding<br> sentence, there is no limit on the number of shares of any class which the Company is authorised to issue. However, subject to the Companies Act (Revised) and the Company’s<br>articles of association, the Company has power to do any one or more of 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 original, redeemed, increased or reduced):
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(i) with or without any preferential, deferred, 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, conditions, limitations or restrictions.
9 The Company has power to register by way of continuation as a body corporate limited by shares under the<br>laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.
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Companies Act (Revised)

Company Limited By Shares

SECOND amended and restated

articles of association

of

Top Wealth Group Holding Limited

Adopted by special resolution passed on ______________ 2025

Contents

1 Definitions, interpretation and exclusion of Table A 1
Definitions 1
Interpretation 5
Exclusion of Table A Articles 6
2 Shares 6
Power to issue Shares and options, with or without special rights 6
Power to issue fractions of a Share 6
Power to pay commissions and brokerage fees 7
Trusts not recognised 7
Security interests 7
Rights of Shares 7
Power to vary class rights 9
Effect of new Share issue on existing class rights 10
No bearer Shares or warrants 10
Treasury Shares 10
Rights attaching to Treasury Shares and related matters 10
Register of Members 11
Annual Return 11
3 Share certificates 11
Issue of share certificates 11
Renewal of lost or damaged share certificates 12
4 Lien on Shares 12
Nature and scope of lien 12
Company may sell Shares to satisfy lien 12
Authority to execute instrument of transfer 13
Consequences of sale of Shares to satisfy lien 13
Application of proceeds of sale 13
5 Calls on Shares and forfeiture 14
Power to make calls and effect of calls 14
Time when call made 14
Liability of joint holders 14
Interest on unpaid calls 14
Deemed calls 15
Power to accept early payment 15
Power to make different arrangements at time of issue of Shares 15
Notice of default 15
Forfeiture or surrender of Shares 15
Disposal of forfeited or surrendered Share and power to cancel forfeiture or surrender 15
Effect of forfeiture or surrender on former Member 16
Evidence of forfeiture or surrender 16
Sale of forfeited or surrendered Shares 17
6 Transfer of Shares 17
Form of Transfer 17
Power to refuse registration for Shares not listed on a Designated Stock Exchange 17
Suspension of transfers 18
Company may retain instrument of transfer 18
Notice of refusal to register 18 
i
7 Transmission of Shares 18
Persons entitled on death of a Member 18
Registration of transfer of a Share following death or bankruptcy 18
Indemnity 19
Rights of person entitled to a Share following death or bankruptcy 19
8 Alteration of capital 19
Increasing, consolidating, converting, dividing and cancelling share capital 19
Dealing with fractions resulting from consolidation of Shares 20
Reducing share capital 20
9 Conversion, redemption and purchase of own Shares 21
Power to issue redeemable Shares and to purchase own Shares 21
Power to pay for redemption or purchase in cash or in specie 21
Effect of redemption or purchase of a Share 21
10 Meetings of Members 22
Annual and extraordinary general meetings 22
Power to call meetings 22
Content of notice 23
Period of notice 23
Persons entitled to receive notice 24
Accidental omission to give notice or non-receipt of notice 24
11 Proceedings at meetings of Members 24
Quorum 24
Lack of quorum 25
Chairman 25
Right of a Director to attend and speak 25
Accommodation of Members at Virtual Meeting 25
Security 26
Adjournment, postponement and cancellation 26
Method of voting 26
Taking of a poll 26
No casting vote 26
Written resolutions 27
Sole-Member Company 28
12 Voting rights of Members 28
Right to vote 28
Rights of joint holders 28
Representation of corporate Members 29
Member with mental disorder 29
Objections to admissibility of votes 29
Form of proxy 30
How and when proxy is to be delivered 30
Voting by proxy 31
13 Number of Directors 32
14 Appointment, disqualification and removal of Directors 32
First Directors 32
No age limit 32
Corporate Directors 32
No shareholding qualification 32
Appointment of Directors 32 
ii
Board’s power to appoint Directors 33
Removal of Directors 33
Resignation of Directors 33
Termination of the office of Director 33
15 Alternate Directors 34
Appointment and removal 34
Notices 35
Rights of alternate Director 35
Appointment ceases when the appointor ceases to be a Director 35
Status of alternate Director 35
Status of the Director making the appointment 35
16 Powers of Directors 36
Powers of Directors 36
Directors below the minimum number 36
Appointments to office 36
Provisions for employees 37
Exercise of voting rights 37
Remuneration 37
Disclosure of information 38
17 Delegation of powers 38
Power to delegate any of the Directors’ powers to a committee 38
Local boards 39
Power to appoint an agent of the Company 39
Power to appoint an attorney or authorised signatory of the Company 39
Borrowing Powers 40
Corporate Governance 40
18 Meetings of Directors 40
Regulation of Directors’ meetings 40
Calling meetings 40
Notice of meetings 40
Use of technology 41
Quorum 41
Chairman or deputy to preside 41
Voting 41
Recording of dissent 41
Written resolutions 42
Validity of acts of Directors in spite of formal defect 42
19 Permissible Directors’ interests and disclosure 42
20 Minutes 42
21 Accounts and audit 43
Financial year 43
Auditors 43
22 Record dates 44
23 Dividends 44
Source of dividends 44
Declaration of dividends by Members 44
Payment of interim dividends and declaration of final dividends by Directors 44
Apportionment of dividends 45
Right of set off 45 
iii
Power to pay other than in cash 46
How payments may be made 46
Dividends or other monies not to bear interest in absence of special rights 47
Dividends unable to be paid or unclaimed 47
24 Capitalisation of profits 47
Capitalisation of profits or of any share premium account or capital redemption reserve; 47
Applying an amount for the benefit of Members 47
25 Share Premium Account 48
Directors to maintain share premium account 48
Debits to share premium account 48
26 Seal 48
Company seal 48
Duplicate seal 48
When and how seal is to be used 48
If no seal is adopted or used 49
Power to allow non-manual signatures and facsimile printing of seal 49
Validity of execution 49
27 Indemnity 49
Release 50
Insurance 50
28 Notices 51
Form of notices 51
Electronic communications 51
Persons entitled to notices 52
Persons authorised to give notices 52
Delivery of written notices 52
Joint holders 52
Signatures 52
Giving notice to a deceased or bankrupt Member 53
Date of giving notices 53
Saving provision 53
29 Authentication of Electronic Records 54
Application of Articles 54
Authentication of documents sent by Members by Electronic means 54
Authentication of document sent by the Secretary or Officers of the Company by Electronic means 54
Manner of signing 55
Saving provision 55
30 Transfer by way of continuation 55
31 Winding up 56
Distribution of assets in specie 56
No obligation to accept liability 56
32 Amendment of Memorandum and Articles 56
Power to change name or amend Memorandum 56
Power to amend these Articles 56 
iv

Companies Act (Revised)

Company Limited by Shares

Second Amended and Restated

Articles of Association

of

Top Wealth Group Holding Limited

Adopted by special resolution passed on _____________ 2025

1 Definitions, interpretation and exclusion of Table A

Definitions

1.1 In 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 articles of association as amended from time to time: or
(b) two or more particular articles of these Articles;
--- ---

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$0.009 par value each of the Company, which have the rights set forth in these Articles;

1

Class B Ordinary Share means the class B ordinary shares of US$0.009 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 calendar day when the notice is given or deemed to be given; and
(b) the calendar day for which it is given or on which it is to take effect;
--- ---

Commission means Securities and Exchange Commission of the United States of America or other federal agency for the time being administering the U.S. Securities Act;

Company means the above-named company;

Conversion Date means in respect of a Conversion Notice means the day on which that Conversion Notice is delivered;

Conversion Notice means a written notice delivered to the Company at its office (and as otherwise stated therein) stating that a holder of Class B Ordinary Shares elects to convert the number of Class B Ordinary Shares specified therein pursuant to Article 2.9(a);

Conversion Number in relation to any Class B Ordinary Shares, such number of Class A Ordinary Shares as may, upon exercise of the Conversion Right, be issued at the Conversion Rate;

Conversion Rate in relation to the conversion of Class B Ordinary Shares to Class A Ordinary Shares means, at any time, on a one-to-one basis. The foregoing Conversion Rate shall also be adjusted to account for any subdivision (by share split, subdivision, exchange, capitalisation, rights issue, reclassification, recapitalisation or otherwise) or combination (by reverse share split, share consolidation, exchange, reclassification, recapitalisation or otherwise) or similar reclassification or recapitalisation of the Class A Ordinary Shares in issue into a greater or lesser number of shares occurring after the original filing of the Articles without a proportionate and corresponding subdivision, combination or similar reclassification or recapitalisation of the Class B Ordinary Shares in issue;

Conversion Right in respect of a holder of Class B Ordinary Shares, subject to the provisions of these Articles and to any applicable fiscal or other laws or regulations including the Act, to convert all or any of its Class B Ordinary Shares, into the Conversion Number of Class A Ordinary Shares in its discretion;

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;

2

Designated Stock Exchange Rules means the relevant code, rules and regulations, as amended, from time to time, applicable as a result of the original and continued listing of any 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 Facilities means video, video-conferencing, internet or online conferencing applications, telephone or tele-conferencing and/or any other video-communications, internet or online conferencing application or telecommunications facilities by means of which all persons participating in a meeting are capable of hearing and being heard by each other;

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

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;

3

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 Paid Up means:

(a) in relation to a Share with par value, that the par value for that Share and any premium payable in respect<br>of the issue of that Share, has not been fully paid or credited as paid in money or money’s worth; and
(b) in relation to a Share without par value, means that the agreed issue price for that Share has not been<br>fully paid or credited as paid in money or money’s worth;
--- ---

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

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.

4

Interpretation

1.2 In the interpretation of these Articles, the following provisions apply unless the context otherwise requires:
(a) A reference in these Articles to a statute is a reference to a statute of the Cayman Islands as known<br>by its short title, and includes:
--- ---
(i) any statutory modification, amendment or re-enactment; and
--- ---
(ii) any subordinate legislation or regulations issued under that statute.
--- ---

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 are inserted for convenience only and do not affect the interpretation of these Articles, unless<br>there is ambiguity.
(c) If a day on which any act, matter or thing is to be done under these Articles is not a Business Day, the<br>act, matter or thing must be done on the next Business Day.
--- ---
(d) A word which denotes the singular also denotes the plural, a word which denotes the plural also denotes<br>the singular, and a reference to any gender also denotes the other genders.
--- ---
(e) A reference to a person includes, as appropriate, a company, trust, partnership, joint venture,<br>association, body corporate or government agency.
--- ---
(f) Where a word or phrase is given a defined meaning another part of speech or grammatical form in respect<br>to that word or phrase has a corresponding meaning.
--- ---
(g) All 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 words written and in writing include all modes of representing or reproducing words<br>in a visible form, but do not include an Electronic Record where the distinction between a document in writing and an Electronic Record<br>is expressed or implied.
--- ---
(i) The words including, include and in particular or any similar expression are to be<br>construed without limitation.
--- ---
(j) The term “present” means, in respect of any person attending a meeting, such person’s<br>presence at a general meeting of Members (or any meeting of the holders of any class of Shares), which may be satisfied by means of such<br>person or, if a corporation or other non-natural person, its duly authorized representative (or, in the case of any Member, a proxy which<br>has been validly appointed by such Member in accordance with these Articles), being: (a) physically present at the meeting; or (b) in<br>the case of any meeting at which Electronic Communication Facilities are permitted in accordance with these Articles, including any Virtual<br>Meeting, connected by means of the use of such Electronic Communication Facilities.
--- --- 
5
1.3 The headings in these Articles are intended for convenience only and shall not affect the interpretation<br>of these Articles.

Exclusion of Table A Articles

1.4 The regulations contained in Table A in the First Schedule of the Act and any other regulations contained<br>in any statute or subordinate legislation are expressly excluded and do not apply to the Company.
2 Shares
--- ---

Power to issue Shares and options, with or without special rights

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

Power to issue fractions of a Share

2.4 Subject to the Act, the Company may issue fractions of a Share of any class. A fraction of a Share shall<br>be subject to and carry the corresponding fraction of liabilities (whether with respect to calls or otherwise), limitations, preferences,<br>privileges, qualifications, restrictions, rights and other attributes of a Share of that class of Shares. 
6

Power to pay commissions and brokerage fees

2.5 The Company may pay a commission to any person in consideration of that person:
(a) subscribing or agreeing to subscribe, whether absolutely or conditionally; or
--- ---
(b) procuring or agreeing to procure subscriptions, whether absolute or conditional,
--- ---

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

Trusts not recognised

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

Security interests

2.8 Notwithstanding 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 recognised any such security interest unless<br>it has so agreed in writing with the secured party.

Rights of Shares

2.9 Subject 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, Class A Ordinary Shares and Class B Ordinary<br>Shares shall carry equal rights and rank pari passu with one another in all respects other than as set out below:
(a) Voting Rights:
(i) Holders of Class A Ordinary Shares and Class B Ordinary Shares have the right to receive notice of, attend,<br>speak and vote at general meetings of the Company. Holders of shares of Class A Ordinary Shares and Class B Ordinary Shares shall, at<br>all times, vote together as a single class on all matters submitted to a vote for Members’ consent.
--- ---
(ii) Each Class A Ordinary Share shall be entitled to one (1) vote on all matters subject to the vote at general<br>meetings of the Company; whereas, each Class B Ordinary Share shall be entitled to thirty (30) votes on all matters subject to the vote<br>at general meetings of the Company.
--- --- 
7
(b) Transfer:
(i) Subject 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 Shares may be transferred in accordance with<br>the Articles and any applicable laws.
--- ---
(ii) Class B Ordinary Shares shall under no circumstances be transferrable.
--- ---
(c) Dividends and Distribution:
(i) Dividends 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 holder of a Class A Ordinary Share in accordance<br>with the Article 23.
--- ---
(ii) No dividend may be declared or paid, and no 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 holder of a Class B Ordinary Share.
--- ---
(d) Conversion Rights:
--- ---
(i) Subject to the provisions hereof and to compliance with all fiscal and other laws and regulations applicable<br>thereto, including the Act, a holder of Class B Ordinary Shares shall have the Conversion Right in respect of each Class B Ordinary Share<br>in its holding. For the avoidance of doubt, a holder of Class A Ordinary Shares shall have no rights to convert Class A Ordinary Shares<br>into Class B Ordinary Shares under any circumstances.
--- ---
(ii) Each Class B Ordinary Share shall be converted at the option of the holder, at any time after issue and<br>without the payment of any additional sum, into such Conversion Number of fully paid Class A Ordinary Shares calculated at the Conversion<br>Rate. Such conversion shall take effect on the Conversion Date. A Conversion Notice shall not be effective if it is not accompanied by<br>the share certificates in respect of the relevant Class B Ordinary Shares and/or such other evidence (if any) as the Directors may reasonably<br>require to prove the title of the person exercising such right (or, if such certificates have been lost or destroyed, such evidence of<br>title and such indemnity as the Directors may reasonably require). Any and all taxes and stamp, issue and registration duties (if any)<br>arising on conversion shall be borne by the holder of Class B Ordinary Shares requesting conversion.
--- --- 
8
(iii) On the Conversion Date, every Class B Ordinary Share converted shall automatically be re-designated and<br>re-classified (or in such other manner as the Directors may direct that is not in contravention of applicable laws) as the applicable<br>Conversion Number of Class A Ordinary Shares with such rights and restrictions attached thereto and shall rank pari passu in all respects<br>with the Class A Ordinary Shares then in issue and the Company shall enter or procure the entry of the name of the relevant holder of<br>converted Class B Ordinary Shares as the holder of the corresponding number of Class A Ordinary Shares resulting from the conversion of<br>the Class B Ordinary Shares in, and make any other necessary and consequential changes to, the register of members and shall procure that,<br>if required, certificates in respect of the relevant Class A Ordinary Shares, together with a new certificate for any unconverted Class<br>B Ordinary Shares comprised in the certificate(s) surrendered by the holder of the Class B Ordinary Shares, are issued to the holders<br>thereof.
(iv) Until such time as the Class B Ordinary Shares have been converted into Class A Ordinary Shares, the Company<br>shall: (A) at all times keep available for issue and free of all liens, charges, options, mortgages, pledges, claims, equities, encumbrances<br>and other third-party rights of any nature, and not subject to any pre-emptive rights out of its authorised but unissued share capital,<br>such number of authorised but unissued Class A Ordinary Shares as would enable all Class B Ordinary Shares to be converted into Class<br>A Ordinary Shares and any other rights of conversion into, subscription for or exchange into Class A Ordinary Shares to be satisfied in<br>full; and (B) not make any issue, grant or distribution or take any other action if the effect would be that on the conversion of the<br>Class B Ordinary Shares to Class A Ordinary Shares it would be required to issue Class A Ordinary Shares at a price lower than the par<br>value thereof.
--- ---

Power to vary class rights

2.10 If the share capital is divided into different classes of Shares then, unless the terms on which a class<br>of Shares was issued state otherwise, the rights attaching to a class of Shares may only be varied if one of the following applies:
(a) the Members holding not less than 50% of the issued Shares of that class consent in writing to the variation;<br>or
--- ---
(b) the variation is made with the sanction of a Special Resolution passed at a separate general meeting of<br>the Members holding the issued Shares of that class.
--- ---
2.11 For the purpose of Article 2.10(b), all the provisions of these Articles relating to general meetings<br>apply, mutatis mutandis, to every such separate meeting except that the necessary quorum shall be one or more persons holding, or representing<br>by proxy, not less than one third of the issued Shares of the class.
--- ---
2.12 For the purposes of a separate class meeting, the Directors may treat two or more or all the classes of<br>Shares as forming one class of Shares if the Directors consider that such classes of Shares would be affected in the same way by the proposals<br>under consideration, but in any other case shall treat them as separate classes of Shares.
--- --- 
9

Effect of new Share issue on existing class rights

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

No bearer Shares or warrants

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

Treasury Shares

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

Rights attaching to Treasury Shares and related matters

2.16 No dividend may be declared or paid, and no 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 the Company in respect of a Treasury Share.
2.17 The Company shall be entered in the register of Members as the holder of the Treasury Shares. However:
--- ---
(a) the Company shall not be treated as a Member for any purpose and shall not exercise any right in respect<br>of the Treasury Shares, and any purported exercise of such a right shall be void; and
--- ---
(b) a Treasury Share shall not be voted, directly or indirectly, at any meeting of the Company and shall not<br>be counted in determining the total number of issued shares at any given time, whether for the purposes of these Articles or the Act.
--- ---
2.18 Nothing in Article 2.17 prevents an allotment of Shares as Fully Paid Up bonus shares in respect of a<br>Treasury Share and Shares allotted as Fully Paid Up bonus shares in respect of a Treasury Share shall be treated as Treasury Shares.
--- ---
2.19 Treasury Shares may be disposed of by the Company in accordance with the Act and otherwise on such terms<br>and conditions as the Directors determine.
--- --- 
10

Register of Members

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

Annual Return

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

Issue of share certificates

3.1 A Member shall only be entitled to a share certificate if the Directors resolve that share certificates<br>shall be issued. Share certificates representing Shares, if any, shall be in such form as the Directors may determine. If the Directors<br>resolve that share certificates shall be issued, upon being entered in the register of Members as the holder of a Share, the Directors<br>may issue to any Member:
(a) without payment, one certificate for all the Shares of each class held by that Member (and, upon transferring<br>a part of the Member’s holding of Shares of any class, to a certificate for the balance of that holding); and
--- ---
(b) upon payment of such reasonable sum as the Directors may determine for every certificate after the first,<br>several certificates each for one or more of that Member’s Shares.
--- ---
3.2 Every certificate shall specify the number, class and distinguishing numbers (if any) of the Shares to<br>which it relates and whether they are Fully Paid Up or Partly Paid Up. A certificate may be executed under seal or executed in such other<br>manner as the Directors determine.
--- ---
3.3 Every certificate shall bear legends required under the applicable laws, including the U.S. Securities<br>Act.
--- ---
3.4 The Company shall not be bound to issue more than one certificate for Shares held jointly by several persons<br>and delivery of a certificate for a Share to one joint holder shall be a sufficient delivery to all of them.
--- --- 
11

Renewal of lost or damaged share certificates

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

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 on Shares

Nature and scope of lien

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

Company may sell Shares to satisfy lien

4.3 The Company may sell any Shares over which it has a lien if all of the following conditions are met:
(a) the sum in respect of which the lien exists is presently payable;
--- ---
(b) the Company gives notice to the Member holding the Share (or to the person entitled to it in consequence<br>of the death or bankruptcy of that Member) demanding payment and stating that if the notice is not complied with the Shares may be sold;<br>and
--- --- 
12
(c) that sum is not paid within fourteen Clear Days after that notice is deemed to be given under these Articles,

and Shares to which this Article 4.3 applies shall be referred to as Lien Default Shares.

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

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

Consequences of sale of Shares to satisfy lien

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

Application of proceeds of sale

4.10 The net proceeds of the sale, after payment of the costs, shall be applied in payment of so much of the<br>sum for which the lien exists as is presently payable. Any residue shall be paid to the person whose Lien Default Shares have been sold:
(a) if no certificate for the Lien Default Shares was issued, at the date of the sale; or
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13
(b) if a certificate for the Lien Default Shares was issued, upon surrender to the Company of that certificate<br>for cancellation

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.

5 Calls on Shares and forfeiture

Power to make calls and effect of calls

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

Time when call made

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

Interest on unpaid calls

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

The Directors may waive payment of the interest wholly or in part.

14

Deemed calls

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

Power to accept early payment

5.8 The Company may accept from a Member the whole or a part of the amount remaining unpaid on Shares held<br>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 to the terms of allotment, the Directors may make arrangements on the issue of Shares to distinguish<br>between Members in the amounts and times of payment of calls on their Shares.

Notice of default

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

Forfeiture or surrender of Shares

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

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

5.13 A forfeited or surrendered Share may be sold, re-allotted or otherwise disposed of on such terms and in<br>such manner as the Board by Board Resolution determine either to the former Member who held that Share or to any other person. The forfeiture<br>or surrender may be cancelled on such terms as the Directors think fit at any time before a sale, re-allotment or other disposition. Where,<br>for the purposes of its disposal, a forfeited or surrendered Share is to be transferred to any person, the Directors may by Board Resolution<br>authorise some person to execute an instrument of transfer of the Share to the transferee. 
15

Effect of forfeiture or surrender on former Member

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

The Directors, however, may waive payment wholly or in part.

Evidence of forfeiture or surrender

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

Subject to the execution of an instrument of transfer, if necessary, the declaration shall constitute good title to the Shares.

16

Sale of forfeited or surrendered Shares

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

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

Power to refuse registration for Shares not listed on a Designated Stock Exchange

6.3 Where 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 by Board Resolution, and the Directors may in<br>their absolute discretion decline to register 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 such Share unless:
(a) the instrument of transfer is lodged with the Company, accompanied by the certificate (if any) for the<br>Shares to which it relates and such other evidence as the Board may reasonably require to show the right of the transferor to make the<br>transfer;
--- ---
(b) the instrument of transfer is in respect of only one class of Shares;
--- ---
(c) the instrument of transfer is properly stamped, if required;
--- ---
(d) in the case of a transfer to joint holders, the number of joint holders to whom the Share is to be transferred<br>does not exceed four;
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17
(e) the Shares transferred are Fully Paid Up and free of any lien in favour of the Company; and
(f) any applicable fee of such maximum sum as the Designated Stock Exchanges may determine to be payable,<br>or such lesser sum as the Board may from time to time require, related to the transfer is paid to the Company.
--- ---

Suspension of transfers

6.4 The registration of transfers may, on 14 days’ notice being given by advertisement in such one or<br>more newspapers or by electronic means, be suspended and the register of Members closed at such times and for such periods as the Directors<br>may, in their absolute discretion, from 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 instruments of transfer that are registered shall be retained by the Company.

Notice of refusal to register

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

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

Registration of transfer of a Share following death or bankruptcy

7.3 A person becoming entitled to a Share in consequence of the death or bankruptcy of a Member may elect<br>to do either of the following:
(a) to become the holder of the Share; or
--- ---
(b) to transfer the Share to another person.
--- --- 
18
7.4 That person must produce such evidence of his entitlement as the Directors may properly require.
7.5 If the person elects to become the holder of the Share, he must give notice to the Company to that effect.<br>For the purposes of these Articles, that notice shall be treated as though it were an executed instrument of transfer.
--- ---
7.6 If the person elects to transfer the Share to another person then:
--- ---
(a) if the Share is Fully Paid Up, the transferor must execute an instrument of transfer; and
--- ---
(b) if the Share is nil or Partly Paid Up, the transferor and the transferee must execute an instrument of<br>transfer.
--- ---
7.7 All the Articles relating to the transfer of Shares shall apply to the notice or, as appropriate, the<br>instrument of transfer.
--- ---

Indemnity

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

Rights of person entitled to a Share following death or bankruptcy

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

8.1 To the fullest extent permitted by the Act, the Company may by Ordinary Resolution do any of the following<br>and amend its Memorandum for that purpose:
(a) increase its share capital by new Shares of the amount fixed by that Ordinary Resolution and with the<br>attached rights, priorities and privileges set out in that Ordinary Resolution;
--- ---
(b) consolidate and divide all or any of its share capital into Shares of larger amount than its existing<br>Shares;
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19
(c) convert all or any of its Paid Up Shares into stock, and reconvert that stock into Paid Up Shares of any<br>denomination;
(d) sub-divide 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, if any, unpaid on each reduced Share shall<br>be the same as it was in case of the Share from which the reduced Share is derived; and
--- ---
(e) cancel Shares which, at the date of the passing of that Ordinary Resolution, have not been taken or agreed<br>to be taken by any person, and diminish the amount of its share capital by the amount of the Shares so cancelled or, in the case of Shares<br>without nominal par value, diminish the number of Shares into which its capital is divided.
--- ---

Dealing with fractions resulting from consolidation of Shares

8.2 Whenever, as a result of a consolidation of Shares, any Members would become entitled to fractions of<br>a Share the Directors may on behalf of those Members deal with the fractions as it thinks fit, including (without limitation):
(a) either round up or down the fraction to the nearest whole number, such rounding to be determined by the<br>Directors acting in their sole discretion; or
--- ---
(b) sell the Shares representing the fractions for the best price reasonably obtainable to any person (including,<br>subject to the provisions of the Act, the Company); and
--- ---
(c) distribute the net proceeds in due proportion among those Members.
--- ---
8.3 For the purposes of Article 8.2, the Directors may authorise some person to execute an instrument of transfer<br>of the Shares to, in accordance with the directions of, the purchaser. The transferee shall not be bound to see to the application of<br>the purchase money nor shall the transferee’s 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 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 way. 
20
9 Conversion, redemption and purchase of own Shares

Power to issue redeemable Shares and to purchase own Shares

9.1 Subject 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 Shares that are to be redeemed or liable to be redeemed, at the option of the Company or the Member<br>holding those redeemable Shares, on the terms and in the manner its Directors determine before the issue of those Shares;
--- ---
(b) with the consent by Special Resolution of the Members holding Shares of a particular class, vary the rights<br>attaching to that class of Shares so as to provide that those Shares are to be redeemed or are liable to be redeemed at the option of<br>the Company on the terms and in the manner which the Directors determine at the time of such variation; and
--- ---
(c) purchase all or any of its own Shares of any class including any redeemable Shares on the terms and in<br>the manner which the Directors determine at the time of such purchase.
--- ---

The Company may make a payment in respect of the redemption or purchase of its own Shares in any manner authorised by the Act, including out of any combination of the following: capital, its profits and the proceeds of a fresh issue of Shares.

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

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

Effect of redemption or purchase of a Share

9.3 Upon the date of redemption or purchase of a Share:
(a) the Member holding that Share shall cease to be entitled to any rights in respect of the Share other than<br>the right to receive:
--- ---
(i) the price for the Share; and
--- ---
(ii) any dividend declared in respect of the Share prior to the date of redemption or purchase;
--- ---
(b) the Member’s name shall be removed from the register of Members with respect to the Share; and
--- ---
(c) the Share shall be cancelled or held as a Treasury Share, as the Directors may determine.
--- ---
9.4 For the purpose of Article 9.3, the date of redemption or purchase is the date when the Member’s name<br>is removed from the register of Members with respect to the Shares the subject of the redemption or purchase.
--- --- 
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10 Meetings of Members

Annual and extraordinary general meetings

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

10.3 The chairman of the Board, or the Directors may by Board Resolution, call a general meeting at any time.
10.4 If there are insufficient Directors to constitute a quorum and the remaining Directors are unable to agree<br>on the appointment of additional Directors, the Directors must call a general meeting for the purpose of appointing additional Directors.
--- ---
10.5 The Directors must also call a general meeting if requisitioned in the manner set out in the next two<br>Articles.
--- ---
10.6 Any one or more Members holding not less than one-third of all votes attaching to the total issued and<br>paid up share capital of the Company at the date of deposit of the requisition shall at all times have the right, by written requisition<br>to the Board or the Secretary, to require 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 the deposit of such requisition. If within twenty<br>one (21) days of such deposit the Board fails to proceed to convene such meeting the requisitionist(s) himself (themselves) may do so<br>in the same manner, and all reasonable expenses incurred by the requisitionist(s) as a result of the failure of the Board shall be reimbursed<br>to the requisitionist(s) by the Company.
--- ---
10.7 The requisition must also:
--- ---
(a) specify the purpose of the meeting.
--- ---
(b) be signed by or on behalf of each requisitioner (and for this purpose each joint holder shall be obliged<br>to sign). The requisition may consist of several documents in like form signed by one or more of the requisitioners; and
--- ---
(c) be delivered in accordance with the notice provisions.
--- ---
10.8 Without limitation to the foregoing, if there are insufficient Directors to constitute a quorum and the<br>remaining Directors are unable to agree on the appointment of additional Directors, any one or more Members who together hold at least<br>five per cent of the rights to vote at a general 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 Directors.
--- ---
10.9 If the Members call a meeting under the above provisions, the Company shall reimburse their reasonable<br>expenses.
--- --- 
22

Content of notice

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

Period of notice

10.12 At least seven Clear Days’ notice of an annual general meeting must be given to Members. For any other<br>general meeting, at least seven Clear Days’ notice must be given to Members.
10.13 Subject to the Act, a meeting may be convened on shorter notice, subject to the Act with the consent of<br>the Member or Members who, individually or collectively, hold at least ninety per cent of the voting rights of all those who have a right<br>to vote at that meeting.
--- --- 
23

Persons entitled to receive notice

10.14 Subject 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 Members
--- ---
(b) persons entitled to a Share in consequence of the death or bankruptcy of a Member;
--- ---
(c) the Directors; and
--- ---
(d) the Auditors (if appointed).
--- ---
10.15 The Board may by Board Resolution determine that the Members entitled to receive notice of, attend and<br>vote at a meeting are those persons entered on the register of Members at the close of business on a day determined by the Board.
--- ---

Accidental omission to give notice or non-receipt of notice

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

Quorum

11.1 Save as provided in the following Article, no business shall be transacted at any meeting unless a quorum<br>is present in person or by proxy at the meeting. A quorum is as follows:
(a) if the Company has only one Member: that Member;
--- ---
(b) if the Company has more than one Member: one or more Members holding Shares that represent not less than<br>one-third of the outstanding Shares carrying the right to vote at such general meeting.
--- --- 
24

Lack of quorum

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

Chairman

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

Right of a Director to attend and speak

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

Accommodation of Members at Virtual Meeting

11.6 A Member entitled to receive notice and attend a meeting will be deemed to be in attendance at such meeting<br>despite their attendance being virtual if adequate facilities are available to ensure that the Member is able to:
(a) to participate in the business for which the meeting has been convened; and
--- ---
(b) to hear all that happens at the meeting.
--- ---

Without limiting the generality of the foregoing, the Directors may determine that any general meeting may be held as a Virtual Meeting.

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Security

11.7 In addition to any measures which the Board may be required to take due to the location or venue of the<br>meeting, the Board may make any arrangement and impose any restriction it considers appropriate and reasonable in the circumstances to<br>ensure the security of a meeting including, 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. The Board may refuse entry to, or eject from,<br>a meeting a person who refuses to comply with any such arrangements or restrictions.

Adjournment, postponement and cancellation

11.8 A meeting may be:
(a) postponed 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 or otherwise called by Members pursuant<br>to Article 10; or
--- ---
(b) adjourned, 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.
--- ---

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

Method of voting

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

Taking of a poll

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

No casting vote

11.12 In the case of an equality of votes, the chairman of the meeting shall not be entitled to a second or<br>casting vote. 
26

Written resolutions

11.13 Without limitation to section 60(1) of the Act, Members may pass a Special Resolution in writing without<br>holding a meeting if the following conditions are met:
(a) all Members entitled to vote on the resolution are given notice of the resolution as if the same were<br>being proposed at a meeting of Members;
--- ---
(b) all Members entitled so to vote:
--- ---
(i) sign a document; or
--- ---
(ii) sign several documents in the like form each signed by one or more of those Members; and
--- ---
(c) the signed document or documents is or are delivered to the Company, including, if the Company so nominates,<br>by delivery of an Electronic Record by Electronic means to the address specified for that purpose.
--- ---

Such written resolution, which shall be as effective as if it had been passed at a meeting of the Members entitled to vote duly convened and held, is passed when all such Members have so signified their agreement to the resolution.

11.14 Members may pass an Ordinary Resolution in writing without holding a meeting if the following conditions<br>are met:
(a) all Members entitled to vote on the resolution are:
--- ---
(i) given notice of the resolution as if the same were being proposed at a meeting of Members; and
--- ---
(ii) notified in the same or an accompanying notice of the date by which the resolution must be passed if it<br>is not to lapse, being a period of 7 days beginning with the date that the notice is first given;
--- ---
(b) the required majority of the Members entitled so to vote:
--- ---
(i) sign a document; or
--- ---
(ii) sign several documents in the like form each signed by one or more of those Members; and
--- ---
(c) the signed document or documents is or are delivered to the Company, including, if the Company so nominates,<br>by delivery of an Electronic Record by Electronic means to the address specified for that purpose.
--- ---

Such written resolution, which shall be as effective as if it had been passed at a meeting of the Members entitled to vote duly convened and held, is passed upon the later of these dates: (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.

27
11.15 If all Members entitled to be given notice of the Ordinary Resolution consent, a written resolution may<br>be passed as soon as the required majority have signified their agreement to the resolution, without any minimum period of time having<br>first elapsed. Save that the consent of the majority may be incorporated in the written resolution, each consent shall be in writing or<br>given by Electronic Record and shall otherwise be given to the Company in accordance with Article 28 (Notices) prior to the written<br>resolution taking effect.
11.16 The Directors may determine the manner in which written resolutions shall be put to Members. In particular,<br>they may provide, in the form of any written resolution, for each Member to indicate, out of the number of votes the Member would have<br>been entitled to cast at a meeting to consider the resolution, how many votes he wishes to cast in favour of the resolution and how many<br>against the resolution or to be treated as abstentions. The result of any such written resolution shall be determined on the same basis<br>as on a poll.
--- ---
11.17 If a written resolution is described as a Special Resolution or as an Ordinary Resolution, it has effect<br>accordingly.
--- ---

Sole-Member Company

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

Right to vote

12.1 Subject 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, and all Members holding Shares of a particular<br>class of Shares are entitled to vote at a meeting of the holders of that class of Shares.
12.2 Members may vote in person or by proxy.
--- ---
12.3 On a poll, each Class A Ordinary Share shall be entitled to one (1) vote on all matters subject to vote<br>at general meetings of the Company, and each Class B Ordinary Share shall be entitled to thirty (30) votes on all matters subject to vote<br>at general meetings of the Company. A fraction of a Class A Ordinary Share shall entitle its holder to an equivalent fraction of one (1)<br>vote, and a fraction of a Class B Ordinary Share shall entitle its holder to an equivalent fraction of thirty (30) votes.
--- ---
12.4 No Member is bound to vote on his Shares or any of them; nor is he bound to vote each of his Shares in<br>the same way.
--- ---

Rights of joint holders

12.5 If Shares are held jointly, only one of the joint holders may vote. If more than one of the joint holders<br>tenders a vote, the vote of the holder whose name in respect of those Shares appears first in the register of Members shall be accepted<br>to the exclusion of the votes of the other joint holder. 
28

Representation of corporate Members

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

Member with mental disorder

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

Objections to admissibility of votes

12.14 An objection to the validity of a person’s vote may only be raised at the meeting or at the adjourned<br>meeting at which the vote is sought to be tendered. Any objection duly made shall be referred to the chairman whose decision shall be<br>final and conclusive. 
29

Form of proxy

12.15 An instrument appointing a proxy shall be in any common form or in any other form approved by the Directors.
12.16 The instrument must be in writing and signed in one of the following ways:
--- ---
(a) by the Member; or
--- ---
(b) by the Member’s authorised attorney; or
--- ---
(c) if the Member is a corporation or other body corporate, under seal or signed by an authorised officer,<br>secretary or attorney.
--- ---

If the Directors so resolve, the Company may accept an Electronic Record of that instrument delivered in the manner specified below and otherwise satisfying the Articles about authentication of Electronic Records.

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

How and when proxy is to be delivered

12.20 Subject 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 the instrument appointing a proxy shall be<br>deposited and the place and the time (being not later than the time appointed for the commencement of the meeting or adjourned meeting<br>to which the proxy relates) at which the instrument appointing a proxy shall be deposited. In the absence of any such direction from the<br>Directors in the notice convening any meeting 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 notarially or in any other way approved by<br>the Directors) must be delivered so that it is received by the Company before the time for holding the meeting or adjourned meeting at<br>which the person named in the form of appointment of proxy proposes to vote. They must be delivered in either of the following ways:
(a) In the case of an instrument in writing, it must be left at or sent by post:
--- ---
(i) to the registered office of the Company; or
--- ---
(ii) to such other place within the Cayman Islands specified in the notice convening the meeting or in any<br>form of appointment of proxy sent out by the Company in relation to the meeting.
--- --- 
30
(b) If, pursuant to the notice provisions, a notice may be given to the Company in an Electronic Record, an<br>Electronic Record of an appointment of a proxy must be sent to the address specified pursuant to those provisions unless another address<br>for that purpose is specified:
(i) in the notice convening the meeting; or
--- ---
(ii) in any form of appointment of a proxy sent out by the Company in relation to the meeting; or
--- ---
(iii) in any invitation to appoint a proxy issued by the Company in relation to the meeting.
--- ---
(c) Notwithstanding Article 12.20(a) and Article 12.20(b), the chairman of the Company may, in any event at<br>his discretion, direct that an instrument of proxy shall be deemed to have been duly deposited.
--- ---
12.21 If the form of appointment of proxy is not delivered on time, it is invalid.
--- ---
12.22 When two or more valid but differing appointments of proxy are delivered or received in respect of the<br>same Share for use at the same meeting and in respect of the same matter, the one which is last validly delivered or received (regardless<br>of its date or of the date of its execution) shall be treated as replacing and revoking the other or others as regards that Share. lf<br>the Company is unable to determine which appointment was last validly delivered or received, none of them shall be treated as valid in<br>respect of that Share.
--- ---
12.23 The Board may at the expense of the Company send forms of appointment of proxy to the Members by post<br>(that is to say, pre-paying and posting a letter), or by Electronic communication or otherwise (with or without provision for their return<br>by pre-paid post) for use at any general meeting or at any separate meeting of the holders of any class of Shares, either blank or nominating<br>as proxy in the alternative any one or more of the Directors or any other person. lf for the purpose of any meeting invitations to appoint<br>as proxy a person or one of a number of persons specified in the invitations are issued at the Company’s expense, they shall be<br>issued to all (and not to some only) of the Members entitled to be sent notice of the meeting and to vote at it. The accidental omission<br>to send such a form of appointment or to give such an invitation to, or the non-receipt of such form of appointment by, any Member entitled<br>to attend and vote at a meeting shall not invalidate the proceedings at that meeting
--- ---

Voting by proxy

12.24 A proxy shall have the same voting rights at a meeting or adjourned meeting as the Member would have had<br>except to the extent that the instrument appointing him limits those rights. Notwithstanding the appointment of a proxy, a Member may<br>attend and vote at a meeting or adjourned meeting. If a Member votes on any resolution a vote by his proxy on the same resolution, unless<br>in respect of different Shares, shall be invalid. 
31
12.25 The instrument appointing a proxy to vote at a meeting shall not confer any further right to speak at<br>the meeting, except with the permission of the chairman of the meeting.
13 Number of Directors
--- ---
13.1 There shall be a Board consisting of not less than one person provided however that the Company may by<br>Ordinary Resolution increase or reduce the limits in the number of Directors. Unless fixed by Ordinary Resolution, the maximum number<br>of Directors shall be unlimited.
--- ---
14 Appointment, disqualification and removal of Directors
--- ---

First Directors

14.1 The 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 is no age limit for Directors save that they must be at least eighteen years of age.

Corporate Directors

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

No shareholding qualification

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

Appointment of Directors

14.5 A Director may be appointed by Ordinary Resolution or by the Directors. Any appointment may be to fill<br>a vacancy or as an additional Director.
14.6 A remaining Director may appoint a Director even though there is not a quorum of Directors.
--- ---
14.7 No appointment can cause the number of Directors to exceed the maximum (if one is set); and any such appointment<br>shall be invalid.
--- --- 
32
14.8 For so long as Shares are listed on a Designated Stock Exchange, the Directors shall include at least<br>such number of Independent Directors as applicable law, rules or regulations or the Designated Stock Exchange Rules require as determined<br>by the Board by Board Resolution.

Board’s power to appoint Directors

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

Removal of Directors

14.11 A Director may be removed by Board Resolution.

Resignation of Directors

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

Termination of the office of Director

14.14 A Director may retire from office as a Director by giving notice in writing to that effect to the Company<br>at the registered office, which notice shall be effective upon such date as may be specified in the notice, failing which upon delivery<br>to the registered office.
14.15 Without prejudice to the provisions in these Articles for retirement (by rotation or otherwise), a Director’s<br>office shall be terminated forthwith if:
--- ---
(a) he is prohibited by the law of the Cayman Islands from acting as a Director; or
--- ---
(b) he is made bankrupt or makes an arrangement or composition with his creditors generally; or
--- ---
(c) he resigns his office by notice to the Company; or
--- --- 
33
(d) he only held office as a Director for a fixed term and such term expires; or
(e) in 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
--- ---
(f) he is given notice by the majority of the other Directors (not being less than two in number) to vacate<br>office (without prejudice to any claim for damages for breach of any agreement relating to the provision of the services of such Director);<br>or
--- ---
(g) he is made subject to any law relating to mental health or incompetence, whether by court order or otherwise;<br>or
--- ---
(h) without the consent of the other Directors, he is absent from meetings of Directors for a continuous period<br>of six months.
--- ---
15 Alternate Directors
--- ---

Appointment and removal

15.1 Any Director may appoint any other person, including another Director, to act in his place as an alternate<br>Director. No appointment shall take effect until the Director has given notice of the appointment to the Board.
15.2 A Director may revoke his appointment of an alternate at any time. No revocation shall take effect until<br>the Director has given notice of the revocation to the Board.
--- ---
15.3 A notice of appointment or removal of an alternate Director shall be effective only if given to the Company<br>by one or more of the following methods:
--- ---
(a) by notice in writing in accordance with the notice provisions contained in these Articles;
--- ---
(b) if the Company has a facsimile address for the time being, by sending by facsimile transmission to that<br>facsimile address a facsimile copy or, otherwise, by sending by facsimile transmission to the facsimile address of the Company’s registered<br>office a facsimile copy (in either case, 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 sender’s fax machine;
--- ---
(c) if the Company has an email address for the time being, by emailing to that email address a scanned copy<br>of the notice as a PDF attachment or, otherwise, by emailing to the email address provided by the Company’s registered office a scanned<br>copy of the notice as a PDF attachment (in either case, the PDF version being deemed to be the notice unless Article 29.7 applies), in<br>which event notice shall be taken to be given on the date of receipt by the Company or the Company’s registered office (as appropriate)<br>in readable form; or
--- ---
(d) if permitted pursuant to the notice provisions, in some other form of approved Electronic Record delivered<br>in accordance with those provisions in writing.
--- --- 
34

Notices

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

Rights of alternate Director

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

Appointment ceases when the appointor ceases to be a Director

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

Status of alternate Director

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

Status of the Director making the appointment

15.11 A Director who has appointed an alternate is not thereby relieved from the duties which he owes the Company. 
35
16 Powers of Directors

Powers of Directors

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

Directors below the minimum number

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

Appointments to office

16.4 The Directors may by Board Resolution appoint a Director:
(a) as chairman of the Board;
--- ---
(b) as managing Director;
--- ---
(c) to any other executive office,
--- ---

for such period, and on such terms, including as to remuneration as they think fit.

16.5 The appointee must consent in writing to holding that office.
16.6 Where a chairman is appointed he shall, unless unable to do so, preside at every meeting of Directors.
--- ---
16.7 If there is no chairman, or if the chairman is unable to preside at a meeting, that meeting may select<br>its own chairman; or the Directors may nominate one of their number to act in place of the chairman should he ever not be available.
--- --- 
36
16.8 Subject to the provisions of the Act, the Directors may also appoint and remove any person, who need not<br>be a Director:
(a) as Secretary; and
--- ---
(b) to any office that may be required
--- ---

for such period and on such terms, including as to remuneration, as they think fit. In the case of an Officer, that Officer may be given any title the Directors decide.

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

Provisions for employees

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

Exercise of voting rights

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

Remuneration

16.13 Every Director may be remunerated by the Company for the services he provides for the benefit of the Company,<br>whether as Director, employee or otherwise, and shall be entitled to be paid for the expenses incurred in the Company’s business<br>including attendance at Directors’ meetings.
16.14 Until 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 office of Director as the Directors may determine.
--- ---
16.15 Remuneration 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 to him.
--- ---
16.16 Unless his fellow Directors determine otherwise, a Director is not accountable to the Company for remuneration<br>or other benefits received from any other company which is in the same group as the Company or which has common shareholdings.
--- --- 
37

Disclosure of information

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

Power to delegate any of the Directors’ powers to a committee

17.1 The Directors may delegate any of their powers to any committee consisting of one or more persons who<br>need not be Members. Persons on the committee may include non-Directors so long as the majority of those persons are Directors. For so<br>long as Shares are listed on a Designated 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 by applicable law.
17.2 The delegation may be collateral with, or to the exclusion of, the Directors’ own powers.
--- ---
17.3 The 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 revoked or altered by the Directors at will.
--- ---
17.4 Unless otherwise permitted by the Directors, a committee must follow the procedures prescribed for the<br>taking of decisions by Directors.
--- ---
17.5 For so long as Shares are listed on a Designated Stock Exchange, the Board shall by Board Resolution establish<br>an audit committee, a compensation committee and a nominating and corporate governance committee. Each of these committees shall be empowered<br>to do all things necessary to exercise 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 Directors (or such larger minimum number as<br>may be required from time to time by the Designated 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. The audit committee shall be made up of such<br>number of Independent Directors as required from time to time by the Designated Stock Exchange Rules or otherwise required by applicable<br>law.
--- --- 
38

Local boards

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

Power to appoint an agent of the Company

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

Power to appoint an attorney or authorised signatory of the Company

17.10 The Directors may appoint any person, whether nominated directly or indirectly by the Directors, to be<br>the attorney or the authorised signatory of the Company. The appointment may be:
(a) for any purpose;
--- ---
(b) with the powers, authorities and discretions;
--- ---
(c) for the period; and
--- ---
(d) subject to such conditions
--- ---

as they think fit. The powers, authorities and discretions, however, must not exceed those vested in, or exercisable, by the Directors under these Articles. The Directors may do so by power of attorney or any other manner they think fit.

39
17.11 Any power of attorney or other appointment may contain such provision for the protection and convenience<br>for persons dealing with the attorney or authorised signatory as the Directors think fit. Any power of attorney or other appointment may<br>also authorise the attorney or authorised signatory to delegate all or any of the powers, authorities and discretions vested in that person.
17.12 The Board may by Board Resolution remove any person appointed under Article 17.10 and may revoke or vary<br>the delegation.
--- ---

Borrowing Powers

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

Corporate Governance

17.14 The Board may by Board Resolution, from time to time, and except as required by applicable law or the<br>Designated Stock Exchange Rules, adopt, institute, amend, modify or revoke the corporate governance policies or initiatives of the Company,<br>which shall be intended to set forth the 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 of Directors
--- ---

Regulation of Directors’ meetings

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

Calling meetings

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

Notice of meetings

18.3 Notice of a Board meeting may be given to a Director personally or by word of mouth or given in writing<br>or by Electronic communications at such address as he may from time to time specify for this purpose (or, if he does not specify an address,<br>at his last known address). A Director may waive his right to receive notice of any meeting either prospectively or retrospectively. 
40

Use of technology

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

Quorum

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

Chairman or deputy to preside

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

Voting

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

Recording of dissent

18.10 A Director present at a meeting of Directors shall be presumed to have assented to any action taken at<br>that meeting unless:
(a) his dissent is entered in the minutes of the meeting; or
--- ---
(b) he has filed with the meeting before it is concluded signed dissent from that action; or
--- ---
(c) he has forwarded to the Company as soon as practical following the conclusion of that meeting signed dissent.
--- ---

A Director who votes in favour of an action is not entitled to record his dissent to it.

41

Written resolutions

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

Validity of acts of Directors in spite of formal defect

18.15 All acts done by a meeting of the Board, or of a committee of the Board, or by any person acting as a<br>Director or an alternate Director, shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment<br>of any Director or alternate Director or member of the committee, or that any of them were disqualified or had vacated office or were<br>not entitled to vote, be as valid as if every such person had been duly appointed and qualified and had continued to be a Director or<br>alternate Director and had been entitled to vote.
19 Permissible Directors’ interests and disclosure
--- ---
19.1 A 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 at a meeting of the Directors. A general<br>notice given to the Directors by any Director to the effect that he is a member of any specified company or firm and is to be regarded<br>as interested in any contract or transaction which may thereafter be made with that company or firm shall be deemed a sufficient declaration<br>of interest in regard to any contract so 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 or transaction or proposed contract or transaction<br>notwithstanding that he may be interested therein provided the Director discloses to his fellow directors the nature and extent of any<br>material interests in respect of any contract or transaction or proposed contract or transaction and if he does so his vote shall be counted<br>and he may be counted in the quorum at any meeting of the Directors at which any such contract or transaction or proposed contract or<br>transaction shall come before the meeting for consideration.
--- --- 
42
20 Minutes
20.1 The Company shall cause minutes to be made in books of:
--- ---
(a) all appointments of Officers and committees made by the Board and of any such Officer’s remuneration;<br>and
--- ---
(b) the names of Directors present at every meeting of the Directors, a committee of the Board, the Company<br>or the holders of any class of shares or debentures, and all orders, resolutions and proceedings of such meetings.
--- ---
20.2 Any such minutes, if purporting to be signed by the chairman of the meeting at which the proceedings were<br>held or by the chairman of the next succeeding meeting or the Secretary, shall be prima facie evidence of the matters stated in them.
--- ---
21 Accounts and audit
--- ---
21.1 The Directors must ensure that proper accounting and other records are kept, and that accounts and associated<br>reports are distributed in accordance with the requirements of the Act.
--- ---
21.2 The books of account shall be kept at the registered office of the Company and shall always be open to<br>inspection by the Directors. No Member (other than a Director) shall have any right of inspecting any account or book or document of the<br>Company except as conferred by the Act or as authorised by the Directors or by Ordinary Resolution.
--- ---

Financial year

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

Auditors

21.4 The Directors may appoint an Auditor of the Company who shall hold office on such terms as the Directors<br>determine.
21.5 At any general meeting convened and held at any time in accordance with these Articles, the Members may,<br>by Ordinary Resolution, remove the Auditor before the expiration of his term of office. If they do so, the Members shall, by Ordinary<br>Resolution, at that meeting appoint another Auditor in his stead for the remainder of his term.
--- ---
21.6 The Auditors shall examine such books, accounts and vouchers; as may be necessary for the performance<br>of their duties.
--- ---
21.7 The Auditors shall, if so requested by the Directors, make a report on the accounts of the Company during<br>their tenure of office at the next annual general meeting following their appointment, and at any time during their term of office, upon<br>request of the Directors or any general meeting of the Company.
--- --- 
43
22 Record dates
22.1 Except 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, may specify that the dividend is payable<br>or distributable to the persons registered as the holders of those Shares at the close of business on a particular date, notwithstanding<br>that the date may be a date prior to that on which the resolution is passed.
--- ---
22.2 If the resolution does so specify, the dividend shall be payable or distributable to the persons registered<br>as the holders of those Shares at the close of business on the specified date in accordance with their respective holdings so registered,<br>but without prejudice to the rights inter se in respect of the dividend of transferors and transferees of any of those Shares.
--- ---
22.3 The provisions of this Article apply, mutatis mutandis, to bonuses, capitalisation issues, distributions<br>of realised capital profits or offers or grants made by the Company to the Members.
--- ---
23 Dividends
--- ---

Source of dividends

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

Declaration of dividends by Members

23.3 Subject to the provisions of the Act, the Company may by Ordinary Resolution declare dividends in accordance<br>with the respective rights of the Members but no dividend shall exceed the amount recommended by the Directors.
23.4 No dividend may be declared or paid, and no 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 holder of a Class B Ordinary Share.
--- ---

Payment of interim dividends and declaration of final dividends by Directors

23.5 Subject to Article 23.4, the Directors may by Board Resolution declare and pay interim dividends or recommend<br>final dividends in accordance with the respective rights of the Members if it appears to them that they are justified by the financial<br>position of the Company and that such dividends may lawfully be paid. 
44
23.6 Subject to the provisions of the Act, in relation to the distinction between interim dividends and final<br>dividends, the following applies:
(a) Upon determination to pay a dividend or dividends described as interim by the Directors in the dividend<br>Board Resolution, no debt shall be created by the declaration until such time as payment is made.
--- ---
(b) Upon declaration of a dividend or dividends described as final by the Directors in the dividend Board<br>Resolution, a debt shall be created immediately following the declaration, the due date to be the date the dividend is stated to be payable<br>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 relation to Shares carrying differing rights to dividends or rights to dividends at a fixed rate, the<br>following applies:
(a) If the share capital is divided into different classes, the Directors may pay dividends on Shares which<br>confer deferred or non-preferred rights with regard to dividends as well as on Shares which confer preferential rights with regard to<br>dividends but no dividend shall be paid on Shares carrying deferred or non-preferred rights if, at the time of payment, any preferential<br>dividend is in arrears.
--- ---
(b) The Directors may also pay, at intervals settled by them, any dividend payable at a fixed rate if it appears<br>to them that there are sufficient funds of the Company lawfully available for distribution to justify the payment.
--- ---
(c) If the Directors act in good faith, they shall not incur any liability to the Members holding Shares conferring<br>preferred rights for any loss those Members may suffer by the lawful payment of the dividend on any Shares having deferred or non-preferred<br>rights.
--- ---

Apportionment of dividends

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

Right of set off

23.9 The Directors may deduct from a dividend or any other amount payable to a person in respect of a Share<br>any amount due by that person to the Company on a call or otherwise in relation to a Share. 
45

Power to pay other than in cash

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

How payments may be made

23.11 Subject to Article 23.4, a dividend or other monies payable on or in respect of a Share may be paid in<br>any of the following ways:
(a) if the Member holding that Share or other person entitled to that Share nominates a bank account for that<br>purpose - by wire transfer to that bank account; or
--- ---
(b) by cheque or warrant sent by post to the registered address of the Member holding that Share or other<br>person entitled to that Share.
--- ---
23.12 For the purposes of Article 23.11(a), the nomination may be in writing or in an Electronic Record and<br>the bank account nominated may be the bank account of another person. For the purposes of Article 23.11(b), subject to any applicable<br>law or regulation, the cheque or warrant shall 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 the cheque or warrant shall be a good discharge<br>to the Company.
--- ---
23.13 Subject to Article 23.4, if two or more persons are registered as the holders of the Share or are jointly<br>entitled to it by reason of the death or bankruptcy of the registered holder (Joint Holders), a dividend (or other amount) payable<br>on or in respect of that Share may be paid as follows:
--- ---
(a) to the registered address of the Joint Holder of the Share who is named first on the register of Members<br>or to the registered address of the deceased or bankrupt holder, as the case may be; or
--- ---
(b) to the address or bank account of another person nominated by the Joint Holders, whether that nomination<br>is in writing or in an Electronic Record.
--- ---
23.14 Subject to Article 23.4, any Joint Holder of a Share may give a valid receipt for a dividend (or other<br>amount) payable in respect of that Share.
--- --- 
46

Dividends or other monies not to bear interest in absence of special rights

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

Dividends unable to be paid or unclaimed

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

Capitalisation of profits or of any share premium account or capital redemption reserve;

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

Applying an amount for the benefit of Members

24.3 Subject to Article 23.4, the amount capitalised must be applied to the benefit of Members in the proportions<br>to which the Members would have been entitled to dividends if the amount capitalised had been distributed as a dividend. 
47
24.4 Subject 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 of the fraction.
25 Share Premium Account
--- ---

Directors to maintain share premium account

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

Debits to share premium account

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

Company seal

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

Duplicate seal

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

When and how seal is to be used

26.3 A seal may only be used by the authority of the Directors. Unless the Directors otherwise determine by<br>Board Resolution, a document to which a seal is affixed must be signed in one of the following ways:
(a) by a Director (or his alternate) and the Secretary; or
--- ---
(b) by a single Director (or his alternate).
--- --- 
48

If no seal is adopted or used

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

Power to allow non-manual signatures and facsimile printing of seal

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

Validity of execution

26.6 If a document is duly executed and delivered by or on behalf of the Company, it shall not be regarded<br>as invalid merely because, at the date of the delivery, the Secretary, or the Director, or other Officer or person who signed the document<br>or affixed the seal for and on behalf of the Company ceased to be the Secretary or hold that office and authority on behalf of the Company.
27 Indemnity
--- ---
27.1 To the extent permitted by law, the Company shall indemnify each existing or former Director (including<br>alternate Director), Secretary and other Officer of the Company (including an investment adviser or an administrator or liquidator) and<br>their personal representatives against:
--- ---
(a) all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained<br>by the existing or former Director (including alternate Director), Secretary or Officer in or about the conduct of the Company’s business<br>or affairs or in the execution or discharge of the existing or former Director’s (including alternate Director’s), Secretary’s or<br>Officer’s duties, powers, authorities or discretions; and
--- ---
(b) without 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 successfully or otherwise) any civil, criminal,<br>administrative or investigative proceedings (whether threatened, pending or completed) concerning the Company or its affairs in any court<br>or tribunal, whether in the Cayman Islands or elsewhere.
--- ---

No such existing or former Director (including alternate Director), Secretary or Officer, however, shall be indemnified in respect of any matter arising out of his own dishonesty.

49
27.2 To the extent permitted by Act, the Company may make a payment, or agree to make a payment, whether by<br>way of advance, loan or otherwise, for any legal costs incurred by an existing or former Director (including alternate Director), Secretary<br>or Officer of the Company in respect of any matter identified in Article 27.1 on condition that the Director (including alternate Director),<br>Secretary or Officer must repay the amount paid by the Company to the extent that it is ultimately found not liable to indemnify the Director<br>(including alternate Director), Secretary or that Officer for those legal costs.

Release

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

Insurance

27.4 To the extent permitted by Act, the Company may pay, or agree to pay, a premium in respect of a contract<br>insuring each of the following persons against risks determined by the Directors, other than liability arising out of that person’s<br>own dishonesty:
(a) an existing or former Director (including alternate Director), Secretary or Officer or auditor of:
--- ---
(i) the Company;
--- ---
(ii) a company which is or was a subsidiary of the Company;
--- ---
(iii) a company in which the Company has or had an interest (whether direct or indirect); and
--- ---
(b) a trustee of an employee or retirement benefits scheme or other trust in which any of the persons referred<br>to in paragraph (a) is or was interested.
--- --- 
50
28 Notices

Form of notices

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

Electronic communications

28.2 A notice may only be given to the Company in an Electronic Record if:
(a) the Directors so resolve or otherwise accept the notice; or
--- ---
(b) any Director or Officer provides the giver of the notice an electronic address to which the notice may<br>be sent and a notice is sent to that address within a reasonable period of time.
--- ---
28.3 A notice may not be given by Electronic Record to a person other than the Company unless the recipient<br>has provided the giver of an Electronic address to which notice may be sent.
--- ---
28.4 Subject to the Act, the Designated Stock Exchange Rules and to any other rules which the Company is bound<br>to follow, the Company may also send any notice or other document pursuant to these Articles to a Member by publishing that notice or<br>other document on a website where:
--- ---
(a) the Company and the Member have agreed to his having access to the notice or document on a website (instead<br>of it being sent to him);
--- ---
(b) the notice or document is one to which that agreement applies;
--- ---
(c) the Member is notified (in accordance with any requirements laid down by the Act and, in a manner for<br>the time being agreed between him and the Company for the purpose) of:
--- ---
(i) the publication of the notice or document on a website;
--- ---
(ii) the address of that website; and
--- ---
(iii) the place on that website where the notice or document may be accessed, and how it may be accessed; and
--- --- 
51
(d) the notice or document is published on that website throughout the publication period, provided that,<br>if the notice or document is published on that website for a part, but not all of, the publication period, the notice or document shall<br>be treated as being published throughout 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 to prevent or avoid. For the purposes of this<br>Article 28.4 “publication period” 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.

Persons entitled to notices

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

Persons authorised to give notices

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

Delivery of written notices

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

Joint holders

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

Signatures

28.9 A written notice shall be signed when it is autographed by or on behalf of the giver, or is marked in<br>such a way as to indicate its execution or adoption by the giver.
28.10 An Electronic Record may be signed by an Electronic Signature.
--- --- 
52

Evidence of transmission

28.11 A 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 is received by the giver.
28.12 A notice given in writing shall be deemed sent if the giver can provide proof that the envelope containing<br>the notice was properly addressed, pre-paid and posted, or that the written notice was otherwise properly transmitted to the recipient.
--- ---
28.13 A Member present, either in person or by proxy, at any meeting of the Company or of the holders of any<br>class of Shares shall be deemed to have received due notice of the meeting and, where requisite, of the purposes for which it was called.
--- ---

Giving notice to a deceased or bankrupt Member

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

Date of giving notices

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

Saving provision

28.17 None of the preceding notice provisions shall derogate from the Articles about the delivery of written<br>resolutions of Directors and written resolutions of Members. 
53
29 Authentication of Electronic Records

Application of Articles

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

Authentication of documents sent by Members by Electronic means

29.2 An Electronic Record of a notice, written resolution or other document sent by Electronic means by or<br>on behalf of one or more Members shall be deemed to be authentic if the following conditions are satisfied:
(a) the Member or each Member, as the case may be, signed the original document, and for this purpose OriginalDocument includes several documents in like form signed by one or more of those Members; and
--- ---
(b) the Electronic Record of the Original Document was sent by Electronic means by, or at the direction of,<br>that Member to an address specified in accordance with these Articles for the purpose for which it was sent; and
--- ---
(c) Article 29.7 does not apply.
--- ---
29.3 For example, where a sole Member signs a resolution and sends the Electronic Record of the original resolution,<br>or causes it to be sent, by facsimile transmission to the address in these Articles specified for that purpose, the facsimile copy shall<br>be deemed to be the written resolution of that Member unless Article 28.7 applies.
--- ---

Authentication of document sent by the Secretary or Officers of the Company by Electronic means

29.4 An Electronic Record of a notice, written resolution or other document sent by or on behalf of the Secretary<br>or an Officer or Officers of the Company shall be deemed to be authentic if the following conditions are satisfied:
(a) the Secretary or the Officer or each Officer, as the case may be, signed the original document, and for<br>this purpose Original Document includes several documents in like form signed by the Secretary or one or more of those Officers;<br>and
--- ---
(b) the Electronic Record of the Original Document was sent by Electronic means by, or at the direction of,<br>the Secretary or that Officer to an address specified in accordance with these Articles for the purpose for which it was sent; and
--- --- 
54
(c) Article 29.7 does not apply.

This Article 29.4 applies whether the document is sent by or on behalf of the Secretary or Officer in his own right or as a representative of the Company.

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

Manner of signing

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

Saving provision

29.7 A notice, written resolution or other document under these Articles will not be deemed to be authentic<br>if the recipient, acting reasonably:
(a) believes that the signature of the signatory has been altered after the signatory had signed the original<br>document; or
--- ---
(b) believes 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
--- ---
(c) otherwise doubts the authenticity of the Electronic Record of the document
--- ---

and the recipient promptly gives notice to the sender setting the grounds of its objection. If the recipient invokes this Article, the sender may seek to establish the authenticity of the Electronic Record in any way the sender thinks fit.

30 Transfer by way of continuation
30.1 The Company may, by Special Resolution, resolve to be registered by way of continuation in a jurisdiction<br>outside:
--- ---
(a) the Cayman Islands; or
--- ---
(b) such other jurisdiction in which it is, for the time being, incorporated, registered or existing.
--- ---
30.2 To give effect to any resolution made pursuant to the preceding Article, the Directors may cause the following:
--- ---
(a) an application be made to the Registrar of Companies of the Cayman Islands to deregister the Company in<br>the Cayman Islands or in the other jurisdiction in which it is for the time being incorporated, registered or existing; and
--- --- 
55
(b) all such further steps as they consider appropriate to be taken to effect the transfer by way of continuation<br>of the Company.
31 Winding up
--- ---

Distribution of assets in specie

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

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

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

Power to amend these Articles

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

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Exhibit 99.4

TOP WEALTH GROUP HOLDING LIMITEDEQUITY INCENTIVE PLAN

ArticleI****PURPOSE

The purpose of this TOP WEALTH GROUP HOLDING LIMITED 2025 Second Equity Incentive Plan (the “Plan”) is to benefit TOP WEALTH GROUP HOLDING LIMITED, a company incorporated in the Cayman Islands (the “Company”) and its shareholders, by assisting the Company and its subsidiaries to attract, retain and provide incentives to key management employees, directors, and consultants of the Company and its Affiliates, and to align the interests of such service providers with those of the Company’s shareholders. Accordingly, the Plan provides for the granting of Non-qualified Share Options, Incentive Share Options, Restricted Share Awards, Restricted Share Unit Awards, Share Appreciation Rights, Performance Share Awards, Performance Unit Awards, Unrestricted Share Awards, Distribution Equivalent Rights or any combination of the foregoing.

ArticleII****DEFINITIONS

The following definitions shall be applicable throughout the Plan unless the context otherwise requires:

2.1 “Affiliate” shall mean (i) any person or entity that directly or indirectly controls, is controlled by or is under common control with the Company and/or (ii) to the extent provided by the Committee, any person or entity in which the Company has a significant interest. The term “control” (including, with correlative meaning, the terms “controlled by” and “under common control with”), as applied to any person or entity, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person or entity, whether through the ownership of voting or other securities, by contract or otherwise.

2.2 “Award” shall mean, individually or collectively, any Option, Restricted Share Award, Restricted Share Unit Award, Performance Share Award, Performance Unit Award, Share Appreciation Right, Distribution Equivalent Right or Unrestricted Share Award.

2.3 “Award Agreement” shall mean a written agreement between the Company and the Holder with respect to an Award, setting forth the terms and conditions of the Award, as amended.

2.4 “Board” shall mean the Board of Directors of the Company.

2.5 “Base Value” shall have the meaning given to such term in Section 14.2.

2.6 “Cause” shall mean (i) if the Holder is a party to an employment or service agreement with the Company or an Affiliate which agreement defines “Cause” (or a similar term), “Cause” shall have the same meaning as provided for in such agreement, or (ii) for a Holder who is not a party to such an agreement, “Cause” shall mean termination by the Company or an Affiliate of the employment (or other service relationship) of the Holder by reason of the Holder’s (A) intentional failure to perform reasonably assigned duties, (B) dishonesty or willful misconduct in the performance of the Holder’s duties, (C) involvement in a transaction which is materially adverse to the Company or an Affiliate, (D) breach of fiduciary duty involving personal profit, (E) willful violation of any law, rule, regulation or court order (other than misdemeanor traffic violations and misdemeanors not involving misuse or misappropriation of money or property), (F) commission of an act of fraud or intentional misappropriation or conversion of any asset or opportunity of the Company or an Affiliate, or (G) material breach of any provision of the Plan or the Holder’s Award Agreement or any other written agreement between the Holder and the Company or an Affiliate, in each case as determined in good faith by the Board, the determination of which shall be final, conclusive and binding on all parties.

2.7 “Change of Control” shall mean, except as otherwise provided in an Award Agreement, (i) for a Holder who is a party to an employment or consulting agreement with the Company or an Affiliate which agreement defines “Change of Control” (or a similar term), “Change of Control” shall have the same meaning as provided for in such agreement, or (ii) for a Holder who is not a party to such an agreement, “Change of Control” shall mean the satisfaction of any one or more of the following conditions (and the “Change of Control” shall be deemed to have occurred as of the first day that any one or more of the following conditions shall have been satisfied):

(a) Any person (as such term is used in paragraphs 13(d) and 14(d)(2) of the Exchange Act, hereinafter in this definition, “Person”), other than the Company or an Affiliate or an employee benefit plan of the Company or an Affiliate, becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the combined voting power of the Company’s then outstanding securities;

(b) The closing of a merger, consolidation or other business combination (a “Business Combination”) other than a Business Combination in which holders of the Shares immediately prior to the Business Combination have substantially the same proportionate ownership of the ordinary shares, as applicable, of the surviving corporation immediately after the Business Combination as immediately before;

(c) The closing of an agreement for the sale or disposition of all or substantially all of the Company’s assets to any entity that is not an Affiliate;

(d) The approval by the holders of Shares of a plan of complete liquidation of the Company, other than a merger of the Company into any subsidiary or a liquidation as a result of which persons who were shareholders of the Company immediately prior to such liquidation have substantially the same proportionate ownership of ordinary shares, as applicable, of the surviving corporation immediately after such liquidation as immediately before; or

(e) Within any twenty-four (24) month period, the Incumbent Directors shall cease to constitute at least a majority of the Board or the board of directors of any successor to the Company; provided, however, that any director elected to the Board, or nominated for election, by a majority of the Incumbent Directors then still in office, shall be deemed to be an Incumbent Director for purposes of this paragraph (e), but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of an individual, entity or “group” other than the Board (including, but not limited to, any such assumption that results from paragraphs (a), (b), (c), or (d) of this definition).

Notwithstanding the foregoing, solely for the purpose of determining the timing of any payments pursuant to any Award constituting a “deferral of compensation” subject to Code Section 409A, a Change of Control shall be limited to a “change in the ownership of the Company,” a “change in the effective control of the Company,” or a “change in the ownership of a substantial portion of the assets of the Company” as such terms are defined in Section 1.409A-3(i)(5) of the U.S. Treasury Regulations.

2.8 “Code” shall mean the Internal Revenue Code of 1986, as amended, and any successor thereto. Reference in the Plan to any section of the Code shall be deemed to include any regulations or other interpretative guidance under such section, and any amendments or successor provisions to such section, regulations or guidance.

2.9 “Committee” shall mean a committee comprised of two (2) or more members of the Board who are selected by the Board as provided in Section 4.1.

2.10 “Company” shall have the meaning given to such term in the introductory paragraph, including any successor thereto.

2.11 “Consultant” shall mean any person, including an advisor, who is (i) engaged by the Company or an Affiliate to render consulting or advisory services and is compensated for such services, or (ii) serving as a member of the board of directors of an Affiliate and is compensated for such services. However, service solely as a Director, or payment of a fee for such service, will not cause a Director to be considered a “Consultant” for purposes of the Plan. Notwithstanding the foregoing, a person is treated as a Consultant under this Plan only if a Form S-8 Registration Statement under the Securities Act is available to register either the offer or the sale of the Company’s securities to such person.

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2.12 “Director” shall mean a member of the Board or a member of the board of directors of an Affiliate, in either case, who is not an Employee.

2.13 “Distribution Equivalent Right” shall mean an Award granted under Article XIII of the Plan which entitles the Holder to receive bookkeeping credits, cash payments and/or Share distributions equal in amount to the distributions that would have been made to the Holder had the Holder held a specified number of Shares during the period the Holder held the Distribution Equivalent Right.

2.14 “Distribution Equivalent Right Award Agreement” shall mean a written agreement between the Company and a Holder with respect to a Distribution Equivalent Right Award.

2.15 “Effective Date” shall mean the date on which valid ordinary resolutions are passed by the Company’s shareholders for the approval of this Plan.

2.16 “Employee” shall mean any employee, including any officer, of the Company or an Affiliate.

2.17 “Exchange Act” shall mean the United States of America Securities Exchange Act of 1934, as amended.

2.18 “Fair Market Value” shall mean, as of any date, the value of a Share determined as follows:

(a) If the Share is listed on any established stock exchange or a national market system, the per share closing sales price for Shares (or the closing bid, if no sales were reported) as quoted on such exchange or system on the day of determination, as reported in The Wall Street Journal or such other source as the Committee deems reliable;

(b) If the Share is regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value of a Share will be the mean between the high bid and low asked per share prices for the Share on the day of determination, as reported in The Wall Street Journal or such other source as the Committee deems reliable; or

(c) In the absence of an established market for the Share, the Fair Market Value will be determined in good faith by the Committee (acting on the advice of an Independent Third Party, should the Committee elect in its sole discretion to utilize an Independent Third Party for this purpose).

(d) Notwithstanding the foregoing, the determination of Fair Market Value in all cases shall be in accordance with the requirements set forth under Section 409A of the Code to the extent necessary for an Award to comply with, or be exempt from, Section 409A of the Code.

2.19 “Family Member” of an individual shall mean any child, stepchild, grandchild, parent, stepparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law, including adoptive relationships, any person sharing the Holder’s household (other than a tenant or employee of the Holder), a trust in which such persons have more than fifty percent (50%) of the beneficial interest, a foundation in which such persons (or the Holder) control the management of assets, and any other entity in which such persons (or the Holder) own more than fifty percent (50%) of the voting interests.

2.20 “Holder” shall mean an Employee, Director or Consultant who has been granted an Award or any such individual’s beneficiary, estate or representative, who has acquired such Award in accordance with the terms of the Plan, as applicable.

2.21 “Incentive Share Option” shall mean an Option which is designated by the Committee as an “incentive share option” and conforms to the applicable provisions of Section 422 of the Code.

2.22 “Incumbent Director” shall mean, with respect to any period of time specified under the Plan for purposes of determining whether or not a Change of Control has occurred, the individuals who were members of the Board at the beginning of such period.

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2.23 “Independent Third Party” means an individual or entity independent of the Company having experience in providing investment banking or similar appraisal or valuation services and with expertise generally in the valuation of securities or other property for purposes of this Plan. The Committee may utilize one or more Independent Third Parties.

2.24 “Non-qualified Share Option” shall mean an Option which is not designated by the Committee as an Incentive Share Option.

2.25 “Option” shall mean an Award granted under Article VII of the Plan of an option to purchase Shares and shall include both Incentive Share Options and Non-qualified Share Options.

2.26 “Option Agreement” shall mean a written agreement between the Company and a Holder with respect to an Option.

2.27 “Performance Criteria” shall mean the criteria selected by the Committee for purposes of establishing the Performance Goal(s) for a Holder for a Performance Period.

2.28 “Performance Goals” shall mean, for a Performance Period, the written goal or goals established by the Committee for the Performance Period based upon the Performance Criteria, which may be related to the performance of the Holder, the Company or an Affiliate.

2.29 “Performance Period” shall mean one or more periods of time, which may be of varying and overlapping durations, selected by the Committee, over which the attainment of the Performance Goals shall be measured for purposes of determining a Holder’s right to, and the payment of, a Performance Share Award or a Performance Unit Award.

2.30 “Performance Share Award” or “Performance Share” shall mean an Award granted under Article XII of the Plan under which, upon the satisfaction of predetermined Performance Goals, Shares are paid to the Holder.

2.31 “Performance Share Agreement” shall mean a written agreement between the Company and a Holder with respect to a Performance Share Award.

2.32 “Performance Unit Award” or “Performance Unit” shall mean an Award granted under Article XI of the Plan under which, upon the satisfaction of predetermined Performance Goals, a cash payment shall be made to the Holder, based on the number of Units awarded to the Holder.

2.33 “Performance Unit Agreement” shall mean a written agreement between the Company and a Holder with respect to a Performance Unit Award.

2.34 “Plan” shall mean this TOP WEALTH GROUP HOLDING LIMITED 2025 Second Equity Incentive Plan, as amended from time to time, together with each of the Award Agreements utilized hereunder.

2.35 “Restricted Share Award” and “Restricted Share” shall mean an Award granted under Article VIII of the Plan of Shares, the transferability of which by the Holder is subject to Restrictions.

2.36 “Restricted Share Agreement” shall mean a written agreement between the Company and a Holder with respect to a Restricted Share Award.

2.37 “Restricted Share Unit Award” and “RSUs” shall refer to an Award granted under Article X of the Plan under which, upon the satisfaction of predetermined individual service-related vesting requirements, a payment in cash or Shares shall be made to the Holder, based on the number of Units awarded to the Holder.

2.38 “Restricted Share Unit Agreement” shall mean a written agreement between the Company and a Holder with respect to a Restricted Share Award.

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2.39 “Restriction Period” shall mean the period of time for which Shares subject to a Restricted Share Award shall be subject to Restrictions, as set forth in the applicable Restricted Share Agreement.

2.40 “Restrictions” shall mean the forfeiture, transfer and/or other restrictions applicable to Shares awarded to an Employee, Director or Consultant under the Plan pursuant to a Restricted Share Award and set forth in a Restricted Share Agreement.

2.41 “Rule 16b-3” shall mean Rule 16b-3 promulgated by the Securities and Exchange Commission under the Exchange Act, as such may be amended from time to time, and any successor rule, regulation or statute fulfilling the same or a substantially similar function.

2.42 “Shares” or “Share” shall mean the Class A ordinary share(s) of the Company, par value of US$0.009 each.

2.43 “Share Appreciation Right” or “SAR” shall mean an Award granted under Article XIV of the Plan of a right, granted alone or in connection with a related Option, to receive a payment equal to the increase in value of a specified number of Shares between the date of Award and the date of exercise.

2.44 “Share Appreciation Right Agreement” shall mean a written agreement between the Company and a Holder with respect to a Share Appreciation Right.

2.45 “Tandem Share Appreciation Right” shall mean a Share Appreciation Right granted in connection with a related Option, the exercise of some or all of which results in termination of the entitlement to purchase some or all of the Shares under the related Option, all as set forth in Article XIV.

2.46 “Ten Percent Shareholder” shall mean an Employee who, at the time an Option is granted to him or her, owns shares possessing more than ten percent (10%) of the total combined voting power of all classes of shares of the Company or of any parent corporation or subsidiary corporation thereof (both as defined in Section 424 of the Code), within the meaning of Section 422(b)(6) of the Code.

2.47 “Termination of Service” shall mean a termination of a Holder’s employment with, or status as a Director or Consultant of, the Company or an Affiliate, as applicable, for any reason, including, without limitation, Total and Permanent Disability or death, except as provided in Section 6.4. In the event Termination of Service shall constitute a payment event with respect to any Award subject to Code Section 409A, Termination of Service shall only be deemed to occur upon a “separation from service” as such term is defined under Code Section 409A and applicable authorities.

2.48 “Total and Permanent Disability” of an individual shall mean the inability of such individual to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than twelve (12) months, within the meaning of Section 22(e)(3) of the Code.

2.49 “Unit” shall mean a bookkeeping unit, which represents such monetary amount as shall be designated by the Committee in each Performance Unit Agreement, or represents one Share for purposes of each Restricted Share Unit Award.

2.50 “Unrestricted Share Award” shall mean an Award granted under Article IX of the Plan of Shares which are not subject to Restrictions.

2.51 “Unrestricted Share Agreement” shall mean a written agreement between the Company and a Holder with respect to an Unrestricted Share Award.

ArticleIII****EFFECTIVE DATE OF PLAN

The Plan shall be effective as of the Effective Date as approved by the board of directors of the Company.

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ArticleIV****ADMINISTRATION

4.1 Composition of Committee. The Plan shall be administered by the Committee, which shall be appointed by the Board. If necessary, in the Board’s discretion, to comply with Rule 16b-3 under the Exchange Act or relevant securities exchange or inter-dealer quotation service, the Committee shall consist solely of two (2) or more Directors who are each (i) “non-employee directors” within the meaning of Rule 16b-3 and (ii) “independent” for purposes of any applicable listing requirements;. If a member of the Committee shall be eligible to receive an Award under the Plan, such Committee member shall have no authority hereunder with respect to his or her own Award.

4.2 Powers. Subject to the other provisions of the Plan, the Committee shall have the sole authority, in its discretion, to make all determinations under the Plan, including but not limited to (i) determining which Employees, Directors or Consultants shall receive an Award, (ii) the time or times when an Award shall be made (the date of grant of an Award shall be the date on which the Award is awarded by the Committee), (iii) what type of Award shall be granted, (iv) the term of an Award, (v) the date or dates on which an Award vests, (vi) the form of any payment to be made pursuant to an Award, (vii) the terms and conditions of an Award (including the forfeiture of the Award, and/or any financial gain, if the Holder of the Award violates any applicable restrictive covenant thereof), (viii) the Restrictions under a Restricted Share Award, (ix) the number of Shares which may be issued under an Award, (x) Performance Goals applicable to any Award and certification of the achievement of such goals, and (xi) the waiver of any Restrictions or Performance Goals, subject in all cases to compliance with applicable laws. In making such determinations the Committee may take into account the nature of the services rendered by the respective Employees, Directors and Consultants, their present and potential contribution to the Company’s (or the Affiliate’s) success and such other factors as the Committee in its discretion may deem relevant.

4.3 Additional Powers. The Committee shall have such additional powers as are delegated to it under the other provisions of the Plan. Subject to the express provisions of the Plan, the Committee is authorized to construe the Plan and the respective Award Agreements executed hereunder, to prescribe such rules and regulations relating to the Plan as it may deem advisable to carry out the intent of the Plan, to determine the terms, restrictions and provisions of each Award and to make all other determinations necessary or advisable for administering the Plan. The Committee may correct any defect or supply any omission or reconcile any inconsistency in any Award Agreement in the manner and to the extent the Committee shall deem necessary, appropriate or expedient to carry it into effect. The determinations of the Committee on the matters referred to in this Article IV shall be conclusive and binding on the Company and all Holders.

4.4 Committee Action. Subject to compliance with all applicable laws, action by the Committee shall require the consent of a majority of the members of the Committee, expressed either orally at a meeting of the Committee or in writing in the absence of a meeting. No member of the Committee shall have any liability for any good faith action, inaction or determination in connection with the Plan.

ArticleV****SHARES SUBJECT TO PLAN AND LIMITATIONS THEREON

5.1 Authorized Shares. The Committee may from time to time grant Awards to one or more Employees, Directors and/or Consultants determined by it to be eligible for participation in the Plan in accordance with the provisions of Article VI. Subject to any adjustments as necessary pursuant to Article XV, the aggregate number of Shares reserved and available for grant and issuance under the Plan is 20% of the number of Class A Ordinary Shares issued as of an effective date to be determined by the Board in its sole discretion until December 31, 2026. In the event that (i) any Option or other Award granted hereunder is exercised through the tendering of Share (either actually or by attestation) or by the withholding of Share by the Company, or (ii) tax or deduction liabilities arising from such Option or other Award are satisfied by the tendering of Share (either actually or by attestation) or by the withholding of Share by the Company, then in each such case the Shares so tendered or withheld shall not be added back to the Shares available for grant under the Plan. Only Shares underlying Awards under this Plan that are forfeited, canceled, or expire unexercised, shall be available again for issuance under the Plan.

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5.2 Types of Shares. The Shares to be issued pursuant to the grant or exercise of an Award may consist of authorized but unissued Shares, Shares purchased on the open market or Shares previously issued and outstanding and reacquired by the Company.

5.3 Aggregate Incentive Share Option Limit. Notwithstanding anything to the contrary in Section 5.1, and subject to Article XV, the aggregate maximum number of Shares that may be issued pursuant to the exercise of Incentive Share Options shall be the number of Shares reserved and available for grant as determined in paragraph 5.1.

ArticleVI****ELIGIBILITY AND TERMINATION OF SERVICE

6.1 Eligibility. Awards made under the Plan may be granted solely to individuals who, at the time of grant, are Employees, Directors or Consultants. An Award may be granted on more than one occasion to the same Employee, Director or Consultant, and, subject to the limitations set forth in the Plan, such Award may include, a Non-qualified Share Option, a Restricted Share Award, a Restricted Share Unit Award, an Unrestricted Share Award, a Distribution Equivalent Right Award, a Performance Share Award, a Performance Unit Award, a Share Appreciation Right, a Tandem Share Appreciation Right, or any combination thereof, and solely for non-U.S. Employees, an Incentive Share Option.

6.2 Termination of Service. Except to the extent inconsistent with the terms of the applicable Award Agreement and/or the provisions of Section 6.3 or 6.4, the following terms and conditions shall apply with respect to a Holder’s Termination of Service with the Company or an Affiliate, as applicable:

(a) The Holder’s rights, if any, to exercise any then exercisable Options and/or Share Appreciation Rights shall terminate:

(i) If such termination is for a reason other than the Holder’s Total and Permanent Disability or death, ninety (90) days after the date of such Termination of Service;

(ii) If such termination is on account of the Holder’s Total and Permanent Disability, one (1) year after the date of such Termination of Service; or

(iii) If such termination is on account of the Holder’s death, one (1) year after the date of the Holder’s death.

Upon such applicable date the Holder (and such Holder’s estate, designated beneficiary or other legal representative) shall forfeit any rights or interests in or with respect to any such Options and Share Appreciation Rights. Notwithstanding the foregoing, the Committee, in its sole discretion, may provide for a different time period in the Award Agreement, or may extend the time period, following a Termination of Service, during which the Holder has the right to exercise any vested Non-qualified Share Option or Share Appreciation Right, which time period may not extend beyond the expiration date of the Award term.

(b) In the event of a Holder’s Termination of Service for any reason prior to the actual or deemed satisfaction and/or lapse of the Restrictions, vesting requirements, terms and conditions applicable to a Restricted Share Award and/or Restricted Share Unit Award, such Restricted Share and/or RSUs shall immediately be canceled, and the Holder (and such Holder’s estate, designated beneficiary or other legal representative) shall forfeit any rights or interests in and with respect to any such Restricted Share and/or RSUs.

6.3 Special Termination Rule. Except to the extent inconsistent with the terms of the applicable Award Agreement, and notwithstanding anything to the contrary contained in this Article VI, if a Holder’s employment with, or status as a Director of, the Company or an Affiliate shall terminate, and if, within ninety (90) days of such termination, such Holder shall become a Consultant, such Holder’s rights with respect to any Award or portion thereof granted thereto prior to the date of such termination may be preserved, if and to the extent determined by the Committee in its sole discretion, as if such Holder had been a Consultant for the entire period during which such Award or portion thereof had been outstanding. Should the Committee effect such determination with respect to such Holder, for all purposes of the Plan, such Holder shall not be treated as if his or her employment or Director status had terminated until such time as his or her Consultant status shall terminate, in which case his or her Award, as it may have been reduced in connection with the Holder’s becoming a Consultant, shall be treated pursuant to the provisions of Section 6.2, provided, however, that any such Award which is intended to be an Incentive Share Option shall, upon the Holder’s no longer being an Employee, automatically convert to a Non-qualified Share Option. Should a Holder’s status as a Consultant terminate, and if, within ninety (90) days of such termination, such Holder shall become an Employee or a Director, such Holder’s rights with respect to any Award or portion thereof granted thereto prior to the date of such termination may be preserved, if and to the extent determined by the Committee in its sole discretion, as if such Holder had been an Employee or a Director, as applicable, for the entire period during which such Award or portion thereof had been outstanding, and, should the Committee effect such determination with respect to such Holder, for all purposes of the Plan, such Holder shall not be treated as if his or her Consultant status had terminated until such time as his or her employment with the Company or an Affiliate, or his or her Director status, as applicable, shall terminate, in which case his or her Award shall be treated pursuant to the provisions of Section 6.2.

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6.4 Termination of Service for Cause. Notwithstanding anything in this Article VI or elsewhere in the Plan to the contrary, and unless a Holder’s Award Agreement specifically provides otherwise, in the event of a Holder’s Termination of Service for Cause, all of such Holder’s then outstanding Awards shall expire immediately and be forfeited in their entirety upon such Termination of Service.

ArticleVII****OPTIONS

7.1 Option Period. The term of each Option shall be as specified in the Option Agreement; provided, however, that except as set forth in Section 7.3, no Option shall be exercisable after the expiration of ten (10) years from the date of its grant. If the Option would expire at a time when the exercise of the Option would violate applicable securities laws, the expiration date applicable to the Option will be automatically extended to a date that is 30 calendar days following the date such exercise would no longer violate applicable securities laws (so long as such extension shall not violate Section 409A of the Code); provided, that in no event shall such expiration date be extended beyond the expiration of the option period.

7.2 Limitations on Exercise of Option. An Option shall be exercisable in whole or in such installments and at such times as specified in the Option Agreement

7.3 Special Limitations on Incentive Share Options. To the extent that the aggregate Fair Market Value (determined at the time the respective Incentive Share Option is granted) of Shares with respect to which Incentive Share Options are exercisable for the first time by an individual during any calendar year under all plans of the Company and any parent corporation or subsidiary corporation thereof (both as defined in Section 424 of the Code) which provide for the grant of Incentive Share Options exceeds One Hundred Thousand Dollars ($100,000) (or such other individual limit as may be in effect under the Code on the date of grant), the portion of such Incentive Share Options that exceeds such threshold shall be treated as Non-qualified Share Options. The Committee shall determine, in accordance with applicable provisions of the Code, Treasury Regulations and other administrative pronouncements, which of a Holder’s Options, which were intended by the Committee to be Incentive Share Options when granted to the Holder, will not constitute Incentive Share Options because of such limitation, and shall notify the Holder of such determination as soon as practicable after such determination. No Incentive Share Option shall be granted to an Employee if, at the time the Incentive Share Option is granted, such Employee is a Ten Percent Shareholder, unless (i) at the time such Incentive Share Option is granted the Option price is at least one hundred ten percent (110%) of the Fair Market Value of the Shares subject to the Incentive Share Option, and (ii) such Incentive Share Option by its terms is not exercisable after the expiration of five (5) years from the date of grant. No Incentive Share Option shall be granted more than ten (10) years from the earlier of the Effective Date or date on which the Plan is approved by the Company’s shareholders. The designation by the Committee of an Option as an Incentive Share Option shall not guarantee the Holder that the Option will satisfy the applicable requirements for “incentive share option” status under Section 422 of the Code.

7.4 Option Agreement. Each Option shall be evidenced by an Option Agreement in such form and containing such provisions not inconsistent with the other provisions of the Plan as the Committee from time to time shall approve, including, but not limited to, provisions intended to qualify an Option as an Incentive Share Option. An Option Agreement may provide for the payment of the Option price, in whole or in part, by the delivery of a number of Shares (plus cash if necessary) that have been owned by the Holder for at least six (6) months and having a Fair Market Value equal to such Option price, or such other forms or methods as the Committee may determine from time to time, in each case, subject to such rules and regulations as may be adopted by the Committee. Each Option Agreement shall, solely to the extent inconsistent with the provisions of Sections 6.2, 6.3, and 6.4, as applicable, specify the effect of Termination of Service on the exercisability of the Option. Moreover, without limiting the generality of the foregoing, a Non-qualified Share Option Agreement may provide for a “cashless exercise” of the Option, in whole or in part, by (a) establishing procedures whereby the Holder, by a properly-executed written notice, directs (i) an immediate market sale or margin loan as to all or a part of Shares to which he is entitled to receive upon exercise of the Option, pursuant to an extension of credit by the Company to the Holder of the Option price, (ii) the delivery of the Shares from the Company directly to a brokerage firm and (iii) the delivery of the Option price from sale or margin loan proceeds from the brokerage firm directly to the Company, or (b) reducing the number of Shares to be issued upon exercise of the Option by the number of such Shares having an aggregate Fair Market Value equal to the Option price (or portion thereof to be so paid) as of the date of the Option’s exercise. An Option Agreement may also include provisions relating to: (i) subject to the provisions hereof, accelerated vesting of Options, including but not limited to, upon the occurrence of a Change of Control, (ii) tax matters (including provisions covering any applicable Employee wage withholding requirements) and (iii) any other matters not inconsistent with the terms and provisions of the Plan that the Committee shall in its sole discretion determine. The terms and conditions of the respective Option Agreements need not be identical.

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7.5 Option Price and Payment. The price at which a Share may be purchased upon exercise of an Option shall be determined by the Committee; provided, however, that such Option price (i) shall not be less than: (a) the par value per Share in any event and (b) the Fair Market Value of a Share on the date such Option is granted (or 110% of Fair Market Value for an Incentive Share Option held by Ten Percent Shareholder, as provided in Section 7.3), and (ii) shall be subject to adjustment as provided in Article XV. The Option or portion thereof may be exercised by delivery of an irrevocable notice of exercise to the Company. The Option price for the Option or portion thereof shall be paid in full in the manner prescribed by the Committee as set forth in the Plan and the applicable Option Agreement, which manner, with the consent of the Committee, may include the withholding of Shares otherwise issuable in connection with the exercise of the Option. Separate share certificates shall be issued by the Company for those Shares acquired pursuant to the exercise of an Incentive Share Option and for those Shares acquired pursuant to the exercise of a Non-qualified Share Option.

7.6 Shareholder Rights and Privileges. The Holder of an Option shall be entitled to all the privileges and rights of a shareholder of the Company solely with respect to such Shares as have been purchased under the Option when the name of the Holder is entered in the register of members of the Company as the legal owner of such Shares.

7.7 Options and Rights in Substitution for Share or Options Granted by Other Corporations. Options may be granted under the Plan from time to time in substitution for share options held by individuals employed by entities who become Employees, Directors or Consultants as a result of a merger or consolidation of the employing entity with the Company or any Affiliate, or the acquisition by the Company or an Affiliate of the assets of the employing entity, or the acquisition by the Company or an Affiliate of shares of the employing entity with the result that such employing entity becomes an Affiliate. Any substitute Awards granted under this Plan shall not reduce the number of Shares authorized for grant under the Plan.

7.8 Prohibition Against Repricing. Except to the extent (i) approved in advance by holders of a majority of the shares of the Company entitled to vote generally in the election of directors, or (ii) as a result of any Change of Control or any adjustment as provided in Article XV, the Committee shall not have the power or authority to reduce, whether through amendment or otherwise, the exercise price under any outstanding Option or Share Appreciation Right, or to grant any new Award or make any payment of cash in substitution for or upon the cancellation of Options and/or Share Appreciation Rights previously granted.

ArticleVIII****RESTRICTED SHARE AWARDS

8.1 Award. A Restricted Share Award shall constitute an Award of Shares to the Holder as of the date of the Award which are subject to a “substantial risk of forfeiture” as defined under Section 83 of the Code during the specified Restriction Period. At the time a Restricted Share Award is made, the Committee shall establish the Restriction Period applicable to such Award. Each Restricted Share Award may have a different Restriction Period, in the discretion of the Committee. The Restriction Period applicable to a particular Restricted Share Award shall not be changed except as permitted by Section 8.2.

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8.2 Terms and Conditions. At the time any Award is made under this Article VIII, the Company and the Holder shall enter into a Restricted Share Agreement setting forth each of the matters contemplated thereby and such other matters as the Committee may determine to be appropriate. The Company shall cause the Shares to be issued in the name of Holder, either by book-entry registration or issuance of one or more share certificates evidencing the Shares. The Shares shall be restricted from transfer and shall be subject to an appropriate stop-transfer order, and if any certificate is issued, such certificate shall bear an appropriate legend referring to the restrictions applicable to the Shares. After any Award vest, the Company shall deliver the vested Shares, in book-entry or certificated form in the Company’s sole discretion, registered in the name of Holder or his or her legal representatives, beneficiaries or heirs, as the case may be, less any Shares withheld to pay withholding taxes. At the time of such Award, the Committee may, in its sole discretion, prescribe additional terms and conditions or restrictions relating to Restricted Share Awards, including, but not limited to, rules pertaining to the effect of Termination of Service prior to expiration of the Restriction Period. Such additional terms, conditions or restrictions shall, to the extent inconsistent with the provisions of Sections 6.2, 6.3 and 6.4, as applicable, be set forth in a Restricted Share Agreement made in conjunction with the Award. Such Restricted Share Agreement may also include provisions relating to: (i) subject to the provisions hereof, accelerated vesting of Awards, including but not limited to accelerated vesting upon the occurrence of a Change of Control, (ii) tax matters (including provisions covering any applicable Employee wage withholding requirements) and (iii) any other matters not inconsistent with the terms and provisions of the Plan that the Committee shall in its sole discretion determine. The terms and conditions of the respective Restricted Share Agreements need not be identical. All Shares delivered to a Holder as part of a Restricted Share Award shall be delivered and reported by the Company or the Affiliate, as applicable, to the Holder at the time of vesting.

8.3 Payment for Restricted Share. The Committee shall determine the amount and form of any payment from a Holder for Shares received pursuant to a Restricted Share Award, if any, provided that in the absence of such a determination, a Holder shall not be required to make any payment for Shares received pursuant to a Restricted Share Award, except to the extent otherwise required by law.

ArticleIX****UNRESTRICTED SHARE AWARDS

9.1 Award. Shares may be awarded (or sold) to Employees, Directors or Consultants under the Plan which are not subject to Restrictions of any kind, in consideration for past services rendered thereby to the Company or an Affiliate or for other valid consideration.

9.2 Terms and Conditions. At the time any Award is made under this Article IX, the Company and the Holder shall enter into an Unrestricted Share Agreement setting forth each of the matters contemplated hereby and such other matters as the Committee may determine to be appropriate.

9.3 Payment for Unrestricted Share. The Committee shall determine the amount and form of any payment from a Holder for Shares received pursuant to an Unrestricted Share Award, if any, provided that the amount shall not be at a price lower than the par value per Share of such Shares and in the absence of such a determination, a Holder shall not be required to make any payment for Shares received pursuant to an Unrestricted Share Award, except to the extent otherwise required by law.

ArticleX****RESTRICTED SHARE UNIT AWARDS

10.1 Award. A Restricted Share Unit Award shall constitute a promise to grant Shares (or cash equal to the Fair Market Value of Shares) to the Holder at the end of a specified vesting schedule. At the time a Restricted Share Unit Award is made, the Committee shall establish the vesting schedule applicable to such Award. Each Restricted Share Unit Award may have a different vesting schedule, in the discretion of the Committee. A Restricted Share Unit shall not constitute an equity interest in the Company and shall not entitle the Holder to voting rights, dividends or any other rights associated with ownership of Shares prior to the time the Holder shall receive a distribution of Shares pursuant to Section 10.3.

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10.2 Terms and Conditions. At the time any Award is made under this Article X, the Company and the Holder shall enter into a Restricted Share Unit Agreement setting forth each of the matters contemplated thereby and such other matters as the Committee may determine to be appropriate. The Restricted Share Unit Agreement shall set forth the individual service-based vesting requirement which the Holder would be required to satisfy before the Holder would become entitled to distribution pursuant to Section 10.3 and the number of Units awarded to the Holder. Such conditions shall be sufficient to constitute a “substantial risk of forfeiture” as such term is defined under Section 409A of the Code. At the time of such Award, the Committee may, in its sole discretion, prescribe additional terms and conditions or restrictions relating to Restricted Share Unit Awards in the Restricted Share Unit Agreement, including, but not limited to, rules pertaining to the effect of Termination of Service prior to expiration of the applicable vesting period. The terms and conditions of the respective Restricted Share Unit Agreements need not be identical.

10.3 Distributions of Shares. The Holder of a Restricted Share Unit shall be entitled to receive Shares or a cash payment equal to the Fair Market Value of a Share, or one Share, as determined in the sole discretion of the Committee and as set forth in the Restricted Share Unit Agreement, for each Restricted Share Unit subject to such Restricted Share Unit Award, if the Holder satisfies the applicable vesting requirement. Such distribution shall be made no later than by the fifteenth (15^th^) day of the third (3^rd^) calendar month next following the end of the calendar year in which the Restricted Share Unit first becomes vested (i.e., no longer subject to a “substantial risk of forfeiture”).

ArticleXI****PERFORMANCE UNIT AWARDS

11.1 Award. A Performance Unit Award shall constitute an Award under which, upon the satisfaction of predetermined individual and/or Company (and/or Affiliate) Performance Goals based on selected Performance Criteria, a cash payment shall be made to the Holder, based on the number of Units awarded to the Holder. At the time a Performance Unit Award is made, the Committee shall establish the Performance Period and applicable Performance Goals. Each Performance Unit Award may have different Performance Goals, in the discretion of the Committee. A Performance Unit Award shall not constitute an equity interest in the Company and shall not entitle the Holder to voting rights, dividends or any other rights associated with ownership of Shares.

11.2 Terms and Conditions. At the time any Award is made under this Article XI, the Company and the Holder shall enter into a Performance Unit Agreement setting forth each of the matters contemplated thereby and such other matters as the Committee may determine to be appropriate. The Committee shall set forth in the applicable Performance Unit Agreement the Performance Period, Performance Criteria and Performance Goals which the Holder and/or the Company would be required to satisfy before the Holder would become entitled to payment pursuant to Section 11.3, the number of Units awarded to the Holder and the dollar value or formula assigned to each such Unit. Such payment shall be subject to a “substantial risk of forfeiture” under Section 409A of the Code. At the time of such Award, the Committee may, in its sole discretion, prescribe additional terms and conditions or restrictions relating to Performance Unit Awards, including, but not limited to, rules pertaining to the effect of Termination of Service prior to expiration of the applicable performance period. The terms and conditions of the respective Performance Unit Agreements need not be identical.

11.3 Payments. The Holder of a Performance Unit shall be entitled to receive a cash payment equal to the dollar value assigned to such Unit under the applicable Performance Unit Agreement if the Holder and/or the Company satisfy (or partially satisfy, if applicable under the applicable Performance Unit Agreement) the Performance Goals set forth in such Performance Unit Agreement. All payments shall be made no later than by the fifteenth (15^th^) day of the third (3^rd^) calendar month next following the end of the Company’s fiscal year to which such performance goals and objectives relate.

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ArticleXII****PERFORMANCE SHARE AWARDS

12.1 Award. A Performance Share Award shall constitute a promise to grant Shares (or cash equal to the Fair Market Value of Shares) to the Holder at the end of a specified Performance Period subject to achievement of specified Performance Goals. At the time a Performance Share Award is made, the Committee shall establish the Performance Period and applicable Performance Goals based on selected Performance Criteria. Each Performance Share Award may have different Performance Goals, in the discretion of the Committee. A Performance Share Award shall not constitute an equity interest in the Company and shall not entitle the Holder to voting rights, dividends or any other rights associated with ownership of Shares unless and until the Holder shall receive a distribution of Shares pursuant to Section 12.3.

12.2 Terms and Conditions. At the time any Award is made under this Article XII, the Company and the Holder shall enter into a Performance Share Agreement setting forth each of the matters contemplated thereby and such other matters as the Committee may determine to be appropriate. The Committee shall set forth in the applicable Performance Share Agreement the Performance Period, selected Performance Criteria and Performance Goals which the Holder and/or the Company would be required to satisfy before the Holder would become entitled to the receipt of Shares pursuant to such Holder’s Performance Share Award and the number of Shares subject to such Performance Share Award. Such distribution shall be subject to a “substantial risk of forfeiture” under Section 409A of the Code. If such Performance Goals are achieved, the distribution of Shares (or the payment of cash, as determined in the sole discretion of the Committee), shall be made in accordance with Section 12.3, below. At the time of such Award, the Committee may, in its sole discretion, prescribe additional terms and conditions or restrictions relating to Performance Share Awards, including, but not limited to, rules pertaining to the effect of the Holder’s Termination of Service prior to the expiration of the applicable performance period. The terms and conditions of the respective Performance Share Agreements need not be identical.

12.3 Distributions of Shares. The Holder of a Performance Share Award shall be entitled to receive a cash payment equal to the Fair Market Value of a Share, or one Share, as determined in the sole discretion of the Committee, for each Performance Share Award subject to such Performance Share Agreement, if the Holder satisfies the applicable vesting requirement. Such distribution shall be made no later than by the fifteenth (15^th^) day of the third (3^rd^) calendar month next following the end of the Company’s fiscal year to which such performance goals and objectives relate.

ArticleXIII****DISTRIBUTION EQUIVALENT RIGHTS

13.1 Award. Subject always to the Cayman Companies Act (As Revised) and the then effective memorandum and articles of association of the Company, a Distribution Equivalent Right shall entitle the Holder to receive bookkeeping credits, cash payments and/or Share distributions equal in amount to the distributions that would have been made to the Holder had the Holder held a specified number of Shares during the specified period of the Award.

13.2 Terms and Conditions. At the time any Award is made under this Article XIII, the Company and the Holder shall enter into a Distribution Equivalent Rights Award Agreement setting forth each of the matters contemplated thereby and such other matters as the Committee may determine to be appropriate. The Committee shall set forth in the applicable Distribution Equivalent Rights Award Agreement the terms and conditions, if any, including whether the Holder is to receive credits currently in cash, is to have such credits reinvested (at Fair Market Value determined as of the date of reinvestment) in additional Shares or is to be entitled to choose among such alternatives. Such receipt shall be subject to a “substantial risk of forfeiture” under Section 409A of the Code and, if such Award becomes vested, the distribution of such cash or Shares shall be made no later than by the fifteenth (15^th^) day of the third (3^rd^) calendar month next following the end of the Company’s fiscal year in which the Holder’s interest in the Award vests. Distribution Equivalent Rights Awards may be settled in cash or in Shares, as set forth in the applicable Distribution Equivalent Rights Award Agreement, except to the extent otherwise required by law and subject always to the Cayman Companies Act (As Revised) and the then effective memorandum and articles of association of the Company. A Distribution Equivalent Rights Award may, but need not be, awarded in tandem with another Award (other than an Option or a SAR), whereby, if so awarded, such Distribution Equivalent Rights Award shall expire, terminate or be forfeited by the Holder, as applicable, under the same conditions as under such other Award.

13.3 Interest Equivalents. The Distribution Equivalent Rights Award Agreement for a Distribution Equivalent Rights Award may provide for the crediting of interest on a Distribution Rights Award to be settled in cash at a future date (but in no event later than by the fifteenth (15^th^) day of the third (3^rd^) calendar month next following the end of the Company’s fiscal year in which such interest is credited and vested), at a rate set forth in the applicable Distribution Equivalent Rights Award Agreement, on the amount of cash payable thereunder.

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ArticleXIV****SHARE APPRECIATION RIGHTS

14.1 Award. A Share Appreciation Right shall constitute a right, granted alone or in connection with a related Option, to receive a payment equal to the increase in value of a specified number of Shares between the date of Award and the date of exercise.

14.2 Terms and Conditions. At the time any Award is made under this Article XIV, the Company and the Holder shall enter into a Share Appreciation Right Agreement setting forth each of the matters contemplated thereby and such other matters as the Committee may determine to be appropriate. The Committee shall set forth in the applicable Share Appreciation Right Agreement the terms and conditions of the Share Appreciation Right, including (i) the base value (the “Base Value”) for the Share Appreciation Right, which shall be not less than the par value per Share of such Share and the Fair Market Value of a Share on the date of grant of the Share Appreciation Right, (ii) the number of Shares subject to the Share Appreciation Right, (iii) the period during which the Share Appreciation Right may be exercised; provided, however, that no Share Appreciation Right shall be exercisable after the expiration of ten (10) years from the date of its grant, and (iv) any other special rules and/or requirements which the Committee imposes upon the Share Appreciation Right. Upon the exercise of some or all of the portion of a Share Appreciation Right, the Holder shall receive a payment from the Company, in cash or in the form of Shares having an equivalent Fair Market Value or in a combination of both, as determined in the sole discretion of the Committee, which shall not be at a price lower than the par value per Share of such Shares, equal to the product of:

(a) The excess of (i) the Fair Market Value of a Share on the date of exercise, over (ii) the Base Value, multiplied by,

(b) The number of Shares with respect to which the Share Appreciation Right is exercised.

14.3 Tandem Share Appreciation Rights. If the Committee grants a Share Appreciation Right which is intended to be a Tandem Share Appreciation Right, the Tandem Share Appreciation Right shall be granted at the same time as the related Option, and the following special rules shall apply:

(a) The Base Value shall be equal to or greater than the per Share exercise price under the related Option and shall be no less than the par value per Share of such Share;

(b) The Tandem Share Appreciation Right may be exercised for all or part of the Shares which are subject to the related Option, but solely upon the surrender by the Holder of the Holder’s right to exercise the equivalent portion of the related Option (and when a Share is purchased under the related Option, an equivalent portion of the related Tandem Share Appreciation Right shall be canceled);

(c) The Tandem Share Appreciation Right shall expire no later than the date of the expiration of the related Option;

(d) The value of the payment with respect to the Tandem Share Appreciation Right may be no more than one hundred percent (100%) of the difference between the per Share exercise price under the related Option (which shall be no less than the par value per Share of such Share to be issued pursuant to the exercise of the related Option) and the Fair Market Value of the Shares subject to the related Option at the time the Tandem Share Appreciation Right is exercised, multiplied by the number of the Shares with respect to which the Tandem Share Appreciation Right is exercised; and

(e) The Tandem Share Appreciation Right may be exercised solely when the Fair Market Value of the Shares subject to the related Option exceeds the per Share exercise price under the related Option.

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ArticleXV****RECAPITALIZATION OR REORGANIZATION

15.1 Adjustments to Shares. The shares with respect to which Awards may be granted under the Plan are Shares as presently constituted; provided, however, that if, and whenever, prior to the expiration or distribution to the Holder of Shares underlying an Award theretofore granted, the Company shall effect a subdivision or consolidation of the Shares or the payment of an Share dividend on Shares without receipt of consideration by the Company, the number of Shares with respect to which such Award may thereafter be exercised or satisfied, as applicable, (i) in the event of an increase in the number of outstanding Shares, shall be proportionately increased, and the purchase price per Share shall be proportionately reduced, and (ii) in the event of a reduction in the number of outstanding Shares, shall be proportionately reduced, and the purchase price per Share shall be proportionately increased. Notwithstanding the foregoing or any other provision of this Article XV, any adjustment made with respect to an Award (x) which is an Incentive Share Option, shall comply with the requirements of Section 424(a) of the Code, and in no event shall any adjustment be made which would render any Incentive Share Option granted under the Plan to be other than an “incentive share option” for purposes of Section 422 of the Code, and (y) which is a Non-qualified Share Option, shall comply with the requirements of Section 409A of the Code, and in no event shall any adjustment be made which would render any Non-qualified Share Option granted under the Plan to become subject to Section 409A of the Code.

15.2 Recapitalization. If the Company recapitalizes or otherwise changes its capital structure, thereafter upon any exercise or satisfaction, as applicable, of a previously granted Award, the Holder shall be entitled to receive (or entitled to purchase, if applicable) under such Award, in lieu of the number of Shares then covered by such Award, the number and class of shares and securities to which the Holder would have been entitled pursuant to the terms of the recapitalization if, immediately prior to such recapitalization, the Holder had been the holder of record of the number of Shares then covered by such Award.

15.3 Other Events. In the event of changes to the outstanding Shares by reason of an extraordinary cash dividend, reorganization, merger, consolidation, combination, split-up, spin-off, exchange or other relevant change in capitalization occurring after the date of the grant of any Award and not otherwise provided for under this Article XV, any outstanding Awards and any Award Agreements evidencing such Awards shall be adjusted by the Board in its discretion in such manner as the Board shall deem equitable or appropriate taking into consideration the applicable accounting and tax consequences, as to the number and price of Shares or other consideration subject to such Awards. In the event of any adjustment pursuant to Sections 15.1, 15.2 or this Section 15.3, the aggregate number of Shares available under the Plan pursuant to Section 5.1 may be appropriately adjusted by the Board, the determination of which shall be conclusive. In addition, the Committee may make provision for a cash payment to a Holder or a person who has an outstanding Award.

15.4 Change of Control. The Committee may, in its sole discretion, at the time an Award is made or at any time prior to, coincident with or after the time of a Change of Control, cause any Award either (i) to be canceled in consideration of a payment in cash or other consideration in amount per share equal to the excess, if any, of the price or implied price per Share in the Change of Control over the per Share exercise, base or purchase price of such Award, which may be paid immediately or over the vesting schedule of the Award; (ii) to be assumed, or new rights substituted therefore, by the surviving corporation or a parent or subsidiary of such surviving corporation following such Change of Control; (iii) accelerate any time periods, or waive any other conditions, relating to the vesting, exercise, payment or distribution of an Award so that any Award to a Holder whose employment has been terminated as a result of a Change of Control may be vested, exercised, paid or distributed in full on or before a date fixed by the Committee; (iv) to be purchased from a Holder whose employment has been terminated as a result of a Change of Control, upon the Holder’s request, for an amount of cash equal to the amount that could have been obtained upon the exercise, payment or distribution of such rights had such Award been currently exercisable or payable; or (v) terminate any then outstanding Award or make any other adjustment to the Awards then outstanding as the Committee deems necessary or appropriate to reflect such transaction or change. The number of Shares subject to any Award shall be rounded to the nearest whole number.

15.5 Powers Not Affected. The existence of the Plan and the Awards granted hereunder shall not affect in any way the right or power of the Board or of the shareholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other change of the Company’s capital structure or business, any merger or consolidation of the Company, any issue of debt or equity securities ahead of or affecting Shares or the rights thereof, the dissolution or liquidation of the Company or any sale, lease, exchange or other disposition of all or any part of its assets or business or any other corporate act or proceeding.

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15.6 No Adjustment for Certain Awards. Except as hereinabove expressly provided, the issuance by the Company of shares of any class or securities convertible into shares of any class, for cash, property, labor or services, upon direct sale, upon the exercise of rights or warrants to subscribe therefor or upon conversion of shares or obligations of the Company convertible into such shares or other securities, and in any case whether or not for fair value, shall not affect previously granted Awards, and no adjustment by reason thereof shall be made with respect to the number of Shares subject to Awards theretofore granted or the purchase price per Share, if applicable.

ArticleXVI****AMENDMENT AND TERMINATION OF PLAN

The Plan shall continue in effect, unless sooner terminated pursuant to this Article XVI, until the tenth (10^th^) anniversary of the date on which it is adopted by the Board (except as to Awards outstanding on that date). The Board may amend, alter, suspend, discontinue, or terminate the Plan or any portion thereof at any time; provided that (i) no amendment to Section 7.8 (repricing prohibitions) shall be made without shareholder approval and (ii) no such amendment, alteration, suspension, discontinuation or termination shall be made without shareholder approval if such approval is necessary to comply with any tax or regulatory requirement applicable to the Plan (including, without limitation, as necessary to comply with any rules or requirements of any securities exchange or inter-dealer quotation system on which the Share may be listed or quoted); provided, further, that any such amendment, alteration, suspension, discontinuance or termination that would materially and adversely affect the rights of any Holder or beneficiary of any Award theretofore granted shall not to that extent be effective without the consent of the affected Holder or beneficiary (unless such change is required in order to exempt the Plan or any Award from Section 409A of the Code).

ArticleXVII****MISCELLANEOUS

17.1 No Right to Award. Neither the adoption of the Plan by the Company nor any action of the Board or the Committee shall be deemed to give an Employee, Director or Consultant any right to an Award except as may be evidenced by an Award Agreement duly executed on behalf of the Company, and then solely to the extent and on the terms and conditions expressly set forth therein.

17.2 No Rights Conferred. Nothing contained in the Plan shall (i) confer upon any Employee any right with respect to continuation of employment with the Company or any Affiliate, (ii) interfere in any way with any right of the Company or any Affiliate to terminate the employment of an Employee at any time, (iii) confer upon any Director any right with respect to continuation of such Director’s membership on the Board, (iv) interfere in any way with any right of the Company or an Affiliate to terminate a Director’s membership on the Board at any time, (v) confer upon any Consultant any right with respect to continuation of his or her consulting engagement with the Company or any Affiliate, or (vi) interfere in any way with any right of the Company or an Affiliate to terminate a Consultant’s consulting engagement with the Company or an Affiliate at any time.

17.3 Other Laws; No Fractional Shares; Withholding. The Company shall not be obligated by virtue of any provision of the Plan to recognize the exercise of any Award or to otherwise sell or issue Shares in violation of any laws, rules or regulations, and any postponement of the exercise or settlement of any Award under this provision shall not extend the term of such Award. Neither the Company nor its directors or officers shall have any obligation or liability to a Holder with respect to any Award (or Shares issuable thereunder) (i) that shall lapse because of such postponement, or (ii) for any failure to comply with the requirements of any applicable law, rules or regulations, including but not limited to any failure to comply with the requirements of Section 409A of this Code. No fractional Shares shall be delivered, nor shall any cash in lieu of fractional Shares be paid. The Company shall have the right to deduct in cash (whether under this Plan or otherwise) in connection with all Awards any taxes required by law to be withheld and to require any payments required to enable it to satisfy its withholding obligations. In the case of any Award satisfied in the form of Shares, no Shares shall be issued unless and until arrangements satisfactory to the Company shall have been made to satisfy any tax withholding obligations applicable with respect to such Award. Subject to such terms and conditions as the Committee may impose, the Company shall have the right to retain, or the Committee may, subject to such terms and conditions as it may establish from time to time, permit Holders to elect to tender, Shares (including Shares issuable in respect of an Award) to satisfy, in whole or in part, the amount required to be withheld.

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17.4 No Restriction on Corporate Action. Nothing contained in the Plan shall be construed to prevent the Company or any Affiliate from taking any corporate action which is deemed by the Company or such Affiliate to be appropriate or in its best interest, whether or not such action would have an adverse effect on the Plan or any Award made under the Plan. No Employee, Director, Consultant, beneficiary or other person shall have any claim against the Company or any Affiliate as a result of any such action.

17.5 Restrictions on Transfer. No Award under the Plan or any Award Agreement and no rights or interests herein or therein, shall or may be assigned, transferred, sold, exchanged, encumbered, pledged or otherwise hypothecated or disposed of by a Holder except (i) by will or by the laws of descent and distribution, or (ii) where permitted under applicable tax rules, by gift to any Family Member of the Holder, subject to compliance with applicable laws. An Award may be exercisable during the lifetime of the Holder only by such Holder or by the Holder’s guardian or legal representative unless it has been transferred by gift to a Family Member of the Holder, in which case it shall be exercisable solely by such transferee. Notwithstanding any such transfer, the Holder shall continue to be subject to the withholding requirements provided for under Section 17.3 hereof.

17.6 Beneficiary Designations. Each Holder may, from time to time, name a beneficiary or beneficiaries (who may be contingent or successive beneficiaries) for purposes of receiving any amount which is payable in connection with an Award under the Plan upon or subsequent to the Holder’s death. Each such beneficiary designation shall serve to revoke all prior beneficiary designations, be in a form prescribed by the Company and be effective solely when filed by the Holder in writing with the Company during the Holder’s lifetime. In the absence of any such written beneficiary designation, for purposes of the Plan, a Holder’s beneficiary shall be the Holder’s estate.

17.7 Rule 16b-3. It is intended that the Plan and any Award made to a person subject to Section 16 of the Exchange Act shall meet all of the requirements of Rule 16b-3. If any provision of the Plan or of any such Award would disqualify the Plan or such Award under, or would otherwise not comply with the requirements of, Rule 16b-3, such provision or Award shall be construed or deemed to have been amended as necessary to conform to the requirements of Rule 16b-3.

17.8 Clawback Policy. All Awards (including on a retroactive basis) granted under the Plan are subject to the terms of any Company forfeiture, incentive compensation recoupment, clawback or similar policy as it may be in effect from time to time, as well as any similar provisions of applicable laws, as well as any other policy of the Company that may apply to the Awards, such as anti-hedging or pledging policies, as they may be in effect from time to time. In particular, these policies and/or provisions shall include, without limitation, (i) any Company policy established to comply with applicable laws (including, without limitation, Section 304 of the Sarbanes-Oxley Act and Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act), and/or (ii) the rules and regulations of the applicable securities exchange or inter-dealer quotation system on which the Shares or other securities are listed or quoted, and these requirements shall be deemed incorporated by reference into all outstanding Award Agreements.

17.9 No Obligation to Notify or Minimize Taxes.  The Company shall have no duty or obligation to any Holder to advise such Holder as to the time or manner of exercising any Award. Furthermore, the Company shall have no duty or obligation to warn or otherwise advise such Holder of a pending termination or expiration of an Award or a possible period in which the Award may not be exercised.  The Company has no duty or obligation to minimize the tax consequences of an Award to any person.

17.10 Section 409A of the Code.

(a) Notwithstanding any provision of this Plan to the contrary, all Awards made under this Plan are intended to be exempt from or, in the alternative, comply with Section 409A of the Code and the authoritative guidance thereunder, including the exceptions for share rights and short-term deferrals. The Plan shall be construed and interpreted in accordance with such intent. Each payment under an Award shall be treated as a separate payment for purposes of Section 409A of the Code.

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(b) If a Holder is a “specified employee” (as such term is defined for purposes of Section 409A of the Code) at the time of his termination of service, no amount that is nonqualified deferred compensation subject to Section 409A of the Code and that becomes payable by reason of such termination of service shall be paid to the Holder (or in the event of the Holder’s death, the Holder’s representative or estate) before the earlier of  (x) the first business day after the date that is six months following the date of the Holder’s termination of service, and (y) within 30 days following the date of the Holder’s death. For purposes of Section 409A of the Code, a termination of service shall be deemed to occur only if it is a “separation from service” within the meaning of Section 409A of the Code, and references in the Plan and any Award Agreement to “termination of service” or similar terms shall mean a “separation from service.” If any Award is or becomes subject to Section 409A of the Code, unless the applicable Award Agreement provides otherwise, such Award shall be payable upon the Holder’s “separation from service” within the meaning of Section 409A of the Code. If any Award is or becomes subject to Section 409A of the Code and if payment of such Award would be accelerated or otherwise triggered under a Change of Control, then the definition of Change of Control shall be deemed modified, only to the extent necessary to avoid the imposition of any additional tax under Section 409A of the Code, to mean a “change in control event” as such term is defined for purposes of Section 409A of the Code.

(c) Any adjustments made pursuant to Article XV to Awards that are subject to Section 409A of the Code shall be made in compliance with the requirements of Section 409A of the Code, and any adjustments made pursuant to Article XV to Awards that are not subject to Section 409A of the Code shall be made in such a manner as to ensure that after such adjustment, the Awards either (x) continue not to be subject to Section 409A of the Code or (y) comply with the requirements of Section 409A of the Code.

17.11 Indemnification. Each person who is or shall have been a member of the Committee or of the Board shall be indemnified and held harmless by the Company against and from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred thereby in connection with or resulting from any claim, action, suit, or proceeding to which such person may be made a party or may be involved by reason of any action taken or failure to act under the Plan and against and from any and all amounts paid thereby in settlement thereof, with the Company’s approval, or paid thereby in satisfaction of any judgment in any such action, suit, or proceeding against such person; provided, however, that such person shall give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification shall not be exclusive and shall be independent of any other rights of indemnification to which such persons may be entitled under the Company’s Articles of Incorporation or By-laws, by contract, as a matter of law, or otherwise.

17.12 Other Benefit Plans. No Award, payment or amount received hereunder shall be taken into account in computing an Employee’s salary or compensation for the purposes of determining any benefits under any pension, retirement, life insurance or other benefit plan of the Company or any Affiliate, unless such other plan specifically provides for the inclusion of such Award, payment or amount received. Nothing in the Plan shall be construed to limit the right of the Company to establish other plans or to pay compensation to its employees, in cash or property, in a manner which is not expressly authorized under the Plan.

17.13 Limits of Liability. Any liability of the Company with respect to an Award shall be based solely upon the contractual obligations created under the Plan and the Award Agreement. None of the Company, any member of the Board nor any member of the Committee shall have any liability to any party for any action taken or not taken, in good faith, in connection with or under the Plan.

17.14 Governing Law. Except as otherwise provided herein, the Plan shall be governed by and construed in accordance with the internal laws of the state of New York applicable to contracts made and performed wholly within the state of New York, without giving effect to the conflict of law provisions thereof.

17.15 Subplans. The Board may from time to time establish one or more sub-plans under the Plan for purposes of satisfying applicable blue sky, securities or tax laws of various jurisdictions. The Board shall establish such sub-plans by adopting supplements to the Plan setting forth (i) such limitations on the Committee’s discretion under the Plan as the Board deems necessary or desirable and (ii) such additional terms and conditions not otherwise inconsistent with the Plan as the Board shall deem necessary or desirable. All supplements adopted by the Board shall be deemed to be part of the Plan, but each supplement shall apply only to Holders within the affected jurisdiction and the Company shall not be required to provide copies of any supplement to Holders in any jurisdiction that is not affected.

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17.16 Notification of Election Under Section 83(b) of the Code. If any Holder, in connection with the acquisition of Share under an Award, makes the election permitted under Section 83(b) of the Code, if applicable, the Holder shall notify the Company of the election within ten days of filing notice of the election with the Internal Revenue Service.

17.17 Paperless Administration. If the Company establishes, for itself or using the services of a third party, an automated system for the documentation, granting or exercise of Awards, such as a system using an internet website or interactive voice response, then the paperless documentation, granting or exercise of Awards by a Holder may be permitted through the use of such an automated system.

17.18 Broker-Assisted Sales. In the event of a broker-assisted sale of Share in connection with the payment of amounts owed by a Holder under or with respect to the Plan or Awards: (a) any Share to be sold through the broker-assisted sale will be sold on the day the payment first becomes due, or as soon thereafter as practicable; (b) the Share may be sold as part of a block trade with other Holders in the Plan in which all participants receive an average price; (c) the applicable Holder will be responsible for all broker’s fees and other costs of sale, and by accepting an Award, each Holder agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale; (d) to the extent the Company or its designee receives proceeds of the sale that exceed the amount owed, the Company will pay the excess in cash to the applicable Holder as soon as reasonably practicable; (e) the Company and its designees are under no obligation to arrange for the sale at any particular price; and (f) if the proceeds of the sale are insufficient to satisfy the Holder’s applicable obligation, the Holder may be required to pay immediately upon demand to the Company or its designee an amount in cash sufficient to satisfy any remaining portion of the Holder’s obligation.

17.19 Data Privacy. As a condition for receiving any Award, each Holder explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of personal data as described in this Section 17.19 by and among the Company and its subsidiaries and Affiliates exclusively for implementing, administering and managing the Holder’s participation in the Plan. The Company and its subsidiaries and Affiliates may hold certain personal information about a Holder, including the Holder’s name, address and telephone number; birthdate; social security, insurance number or other identification number; salary; nationality; job title(s); any Share held in the Company or its subsidiaries and Affiliates; and Award details, to implement, manage and administer the Plan and Awards (the “Data”). The Company and its subsidiaries and Affiliates may transfer the Data amongst themselves as necessary to implement, administer and manage a Holder’s participation in the Plan, and the Company and its subsidiaries and Affiliates may transfer the Data to third parties assisting the Company with Plan implementation, administration and management. These recipients may be located in the Holder’s country, or elsewhere, and the Holder’s country may have different data privacy laws and protections than the recipients’ country. By accepting an Award, each Holder authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, to implement, administer and manage the Holder’s participation in the Plan, including any required Data transfer to a broker or other third party with whom the Company or the Holder may elect to deposit any Share. The Data related to a Holder will be held only as long as necessary to implement, administer, and manage the Holder’s participation in the Plan. A Holder may, at any time, view the Data that the Company holds regarding the Holder, request additional information about the storage and processing of the Data regarding the Holder, recommend any necessary corrections to the Data regarding the Holder or refuse or withdraw the consents in this Section 17.19 in writing, without cost, by contacting the local human resources representative. The Company may cancel Holder’s ability to participate in the Plan and, in the Committee’s discretion, the Holder may forfeit any outstanding Awards if the Holder refuses or withdraws the consents in this Section 17.19.

17.20 Severability of Provisions. If any provision of the Plan is held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision of the Plan, and the Plan shall be construed and enforced as if such invalid or unenforceable provision had not been included in the Plan.

17.21 No Funding. The Plan shall be unfunded. The Company shall not be required to establish any special or separate fund or to make any other segregation of funds or assets to ensure the payment of any Award. Prior to receipt of Shares or a cash distribution pursuant to the terms of an Award, such Award shall represent an unfunded unsecured contractual obligation of the Company and the Holder shall have no greater claim to the Shares underlying such Award or any other assets of the Company or Affiliate than any other unsecured general creditor.

17.22 Headings. Headings used throughout the Plan are for convenience only and shall not be given legal significance.

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