Equibles

6-K

Top KingWin Ltd (WAI)

6-K 2025-08-06 For: 2025-08-06
View Original
Added on April 12, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TORULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of August 2025

Top KingWin Limited

Room 1304, Building No. 25, Tian’an Headquarters Center, No. 555

North Panyu Avenue, Donghuan Street

Panyu District, Guangzhou, Guangdong Province, China

(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 ☐

Other Events

Attached hereto as Exhibit 99.1 and Exhibit 99.2 are a Notice of Extraordinary General Meeting of Shareholders (the “Notice”) and a Proxy Card, respectively, of Top KingWin Limited (the “Company”) relating to the Company’s extraordinary general meeting of shareholders (the “EGM”).

Where to Find Additional Information

The Company is a foreign private issuer. As such, the Notice is not subject to review and comment by the Securities and Exchange Commission (the “SEC”).

Shareholders are urged to carefully read the Notice, because it contains important information about the Company and the EGM. Copies of Notice and other documents filed or submitted by the Company will be available at the website maintained by the SEC at www.sec.gov. Shareholders may obtain a copy of such filings, free of charge, by writing to us at Room 1304, Building No. 25, Tian’an Headquarters Center, No. 555; North Panyu Avenue, Donghuan Street; Panyu District, Guangzhou, Guangdong Province, China.

Participants in the Solicitation

The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of the Company in connection with the EGM. Information regarding certain directors and executive officers of the Company is available in the Company’s documents filed with or submitted to the SEC. Other information regarding the participants in the proxy solicitation and descriptions of their direct and indirect interests, by security holdings or otherwise, are set forth in the Notice filed herewith.

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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.

Dated: August 6, 2025

Top KingWin Ltd.
By: /s/ Ruilin Xu
Name: Ruilin Xu
Title: Chief Executive Officer (Principal Executive Officer) 
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Exhibits

Exhibit No. Description
99.1 Notice of Extraordinary General Meeting of Shareholders and Proxy Statement
99.2 Proxy Card 
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Exhibit 99.1

Top KingWin Ltd

Room 1304, Building No. 25, Tian’an Headquarters Center, No. 555, North Panyu Avenue, Donghuan Street

Panyu District, Guangzhou, Guangdong Province, China

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON AUGUST 14, 2025

TO THE SHAREHOLDERS OF TOP KINGWIN LIMITED:

Notice is hereby given that Top KingWin Limited, an exempted company incorporated in the Cayman Islands with limited liability (the “Company” or “WAI”), will hold its extraordinary general meeting of shareholders at 9:00 A.M., Eastern Time, on August 14, 2025 (the “Extraordinary Meeting”) at Room 1304, Building No. 25, Tian’an Headquarters Center, No. 555, North Panyu Avenue, Donghuan Street, Panyu District, Guangzhou, Guangdong Province, China for the purpose of considering and if thought fit, passing the following resolutions:

1. It is resolved as an ordinary resolution that:
(a) with the exact effective date to be determined by the board of directors of the Company (the "Board")<br>in its sole discretion, every twenty-five (25) issued and unissued class A ordinary shares of par value  USD0.0025 each in<br>the share capital of the Company be consolidated into one (1) consolidated class A ordinary share of par value USD0.0625 each and every<br>twenty-five (25) issued and unissued class B ordinary shares of par value USD0.0025 each in the share capital of the Company be consolidated<br>into one (1) consolidated class B ordinary share of par value USD0.0625 each, so that following the Share Consolidation, the authorized<br>share capital of the Company will be changed from USD31,250,000 divided into 10,000,000,000 class A ordinary shares of par value USD0.0025<br>each and 2,500,000,000 class B ordinary shares of par value USD0.0025 each into USD31,250,000 divided into 400,000,000 class A ordinary<br>shares of par value USD0.0625 each and 100,000,000 class B ordinary shares of par value USD0.0625 each (together with 1(b), the “ShareConsolidation”); and
(b) no fractional shares be issued in connection with the Share Consolidation and, in the event that a shareholder<br>would otherwise be entitled to receive a fractional share upon the Share Consolidation, the number of shares to be received by such shareholder<br>be rounded up to the next highest whole number of shares.
2. It is resolved as a special<br>resolution, that subject to approval by the shareholders of Resolution 1 (the Share Consolidation) and conditional upon the approval<br>of the effective date of the Share Consolidation by the Board, the third amended and restated memorandum and articles of association<br>in the form as attached hereto as Appendix A (the “Amended M&AA”) be and are hereby approved and adopted as the<br>new memorandum and articles of association of the Company in substitution for and to the exclusion of the existing amended and restated<br>memorandum and articles of association of the Company to reflect, inter alias, the Share Consolidation with effect from the effective<br>date of the Share Consolidation; and
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3. It is resolved as an ordinary<br>resolution that any one or more of the directors and officers of the Company be and is hereby authorized to do all such acts and things<br>and execute all such documents and deliver all such documents, which are ancillary to the Share Consolidation and the adoption of the<br>Amended M&AA, including but not limited to, determining the exact effective date of the Share Consolidation and making any relevant<br>registrations and filings with any authorities in accordance with the applicable laws, rules and regulations, as any of them considers<br>necessary, desirable or expedient to give effect to the foregoing arrangements for the Share Consolidation; the registered office provider<br>of the Company be instructed to make all necessary filings with the Registrar of Companies of the Cayman Islands in connection with the<br>Share Consolidation; and the Company's transfer agent be instructed to update the register of members of the Company and that upon the<br>surrender to the Company of the existing share certificates (if any) that they be cancelled and that any director of the Company be instructed<br>to prepare, sign, seal and deliver on behalf of the Company new share certificates accordingly (the “Authorization of Directors”).
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THE BOARD UNANIMOUSLY RECOMMENDSA VOTE “FOR” ALL OF THE PROPOSALS LISTED ABOVE.

Only shareholders at the close of business on August 5, 2025, New York time (the “Record Date”) can vote at the Extraordinary Meeting or at any adjournment that may take place.

IF YOU RETURN YOUR PROXYCARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE AND YOU APPOINT THE CHAIR OF THE EXTRAORDINARY MEETING AS YOUR PROXY, YOUR SHARES WILLBE VOTED “FOR” ALL OF THE PROPOSALS LISTED ABOVE. IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF WHO YOU WISH TO APPOINTAS YOUR PROXY, THE CHAIR OF THE EXTRAORDINARY MEETING WILL BE APPOINTED AS YOUR PROXY.

A quorum of shareholders is necessary to hold a valid meeting. A quorum will be present at the meeting if at least two of the class A ordinary shares, par value of USD0.0025 each (“Class A Ordinary Shares”) and class B ordinary shares, par value of USD0.0025 each (“ClassB Ordinary Shares”), voting together as a single class, entitled to vote at the Extraordinary Meeting are represented in person or by proxy. If a quorum is not present within 15 minutes of the time appointed for the Extraordinary Meeting, then the Extraordinary Meeting shall stand adjourned to the same time and place seven days hence, or to such time and (where applicable) such place as is determined by the directors of the Company in accordance with the provisions of our existing articles of association.

On the Record Date, we had 41,213,641 Class A Ordinary Shares and 189,434 Class B Ordinary Shares outstanding and entitled to vote. Each holder of record of Class A Ordinary Shares on that date will be entitled to one (1) vote for each share held on all matters to be voted upon. Each holder of record of Class B Ordinary Shares on that date will be entitled to forty (40) votes for each share held on all matters to be voted upon.

We are providing this notice and the accompanying proxy card to our shareholders in connection with the solicitation of proxies to be voted at the Extraordinary Meeting and at any adjournments or postponements of the Extraordinary Meeting.

We cordially invite all shareholders to attend the Extraordinary Meeting in person. However, shareholders entitled to attend and vote are also entitled to appoint a proxy to attend and vote instead of such holders. A proxy need not be a shareholder of the Company. If you are a shareholder of the Company and whether or not you expect to attend the Extraordinary Meeting in person, please mark, date, sign and return the enclosed form of proxy as promptly as possible to ensure your representation and the presence of a quorum at the Extraordinary Meeting.  If you send in your form of proxy and then decide to attend the Extraordinary Meeting to vote your shares in person, you may still do so. Your proxy is revocable in accordance with the procedures set forth in the notice. Whether or not you plan to attend the Extraordinary Meeting,we urge you to read this notice carefully and to vote your shares. Your vote is very important. If you are a registered shareholder, please vote your shares as soon as possible by completing, signing, dating, and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name” through a bank, broker, or other nominee, you will need to follow the instructions provided to you by your bank, broker, or other nominee to ensure that your shares are represented and voted at the Extraordinary Meeting. If you sign, date, and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals to be considered at the Extraordinary Meeting.

I want to thank all of our shareholders as we look forward to what we believe will be an exciting future for our business.

By Order of the Board of Directors,
/s/ Ruilin Xu
Ruilin Xu
Chairman
Date: August 6, 2025

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY U. S. STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING NOTICE OR PASSED UPON THEIR MERITS OR FAIRNESS, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE NOTICE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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TOP KINGWIN LTD

NOTICE OF EXTRAORDINARY MEETING OF SHAREHOLDERS

GENERAL

Top KingWin Ltd, a Cayman Islands company (the “Company”), is holding an Extraordinary General Meeting of shareholders on August 14, 2025 at 9:00 a.m., Eastern Time, or at any adjournment or postponement thereof (the “Extraordinary Meeting”).  The Extraordinary Meeting will be held at our headquarters located Room 1304, Building No. 25, Tian’an Headquarters Center, No. 555, North Panyu Avenue, Donghuan Street, Panyu District, Guangzhou, Guangdong Province, China.

RECORD DATE, SHARE OWNERSHIP AND QUORUM

Holders of Class A ordinary shares, par value US$ $0.0025 per share (the “Class A Ordinary Shares”) and Class B ordinary shares, par value US$ $0.0025 per share (the “Class B Ordinary Shares”, collectively, the “Ordinary Shares”) as of the close of business on August 5, 2025, Eastern Time, are entitled to vote at the Extraordinary Meeting. As of August 5, 2025, 41,213,641 Class A Ordinary Shares and 189,434 Class B Ordinary Shares were issued and outstanding. Two or more holders of Ordinary Shares, present in person or by proxy or, if a corporation or other non-natural person, by its duly authorized representative, shall be a quorum for all purposes.

RESOLUTIONS TO BE VOTED ON

1. It is resolved as an ordinary resolution, that:
(a) with the exact effective date to be determined by the board<br>of directors of the Company (the "Board") in its sole discretion, every twenty-five (25) issued and unissued class A<br>ordinary shares of par value USD0.0025 each in the share capital of the Company be consolidated into one (1) consolidated class A ordinary<br>share of par value USD0.0625 each and every twenty-five (25) issued and unissued class B ordinary shares of par value USD0.0025 each<br>in the share capital of the Company be consolidated into one (1) consolidated class B ordinary share of par value USD0.0625 each, so<br>that following the Share Consolidation, the authorized share capital of the Company will be changed from USD31,250,000 divided into 10,000,000,000<br>class A ordinary shares of par value USD0.0025 each and 2,500,000,000 class B ordinary shares of par value USD0.0025 each into USD31,250,000<br>divided into 400,000,000 class A ordinary shares of par value USD0.0625 each and 100,000,000 class B ordinary shares of par value USD0.0625<br>each (together with 1(b), the “Share Consolidation”) (together with 1(b), the “Share Consolidation”);
(b) no fractional shares be issued<br>in connection with the Share Consolidation and, in the event that a shareholder would otherwise be entitled to receive a fractional share<br>upon the Share Consolidation, the number of shares to be received by such shareholder be rounded up to the next highest whole number<br>of shares;
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2. It is resolved as a special<br>resolution, that subject to approval by the shareholders of Resolution 1 (the Share Consolidation) and conditional upon the approval<br>of the effective date of the Share Consolidation by the Board, the third amended and restated memorandum and articles of association<br>in the form as attached hereto as Appendix A (the “Amended M&AA”) be and are hereby approved and adopted as the<br>new memorandum and articles of association of the Company in substitution for and to the exclusion of the existing amended and restated<br>memorandum and articles of association of the Company to reflect, inter alias, the Share Consolidation with effect from the effective<br>date of the Share Consolidation; and
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3. It is resolved as an ordinary<br>resolution that any one or more of the directors and officers of the Company be and is hereby authorized to do all such acts and things<br>and execute all such documents and deliver all such documents, which are ancillary to the Share Consolidation and the adoption of the<br>Amended M&AA, including but not limited to, determining the exact effective date of the Share Consolidation and making any relevant<br>registrations and filings with any authorities in accordance with the applicable laws, rules and regulations, as any of them considers<br>necessary, desirable or expedient to give effect to the foregoing arrangements for the Share Consolidation; the registered office provider<br>of the Company be instructed to make all necessary filings with the Registrar of Companies of the Cayman Islands in connection with the<br>Share Consolidation; and the Company's transfer agent be instructed to update the register of members of the Company and that upon the<br>surrender to the Company of the existing share certificates (if any) that they be cancelled and that any director of the Company be instructed<br>to prepare, sign, seal and deliver on behalf of the Company new share certificates accordingly (the “Authorization of Directors”).
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THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR”ALL OF THE PROPOSALS LISTED ABOVE.

VOTING AND SOLICITATION

Each Class A Ordinary Share shall be entitled to one (1) vote on all matters subject to the vote at the Extraordinary Meeting. Each Class B Ordinary Share shall be entitled to forty (40) votes on all matters subject to the vote at the Extraordinary Meeting.

At the Extraordinary Meeting, every holder of Ordinary Shares present in person or by proxy may vote the fully paid Ordinary Shares held by such holder of Ordinary Shares. A resolution put to the vote of a meeting shall be decided on a poll. The affirmative vote of a simple majority of the votes of the holders of Ordinary Shares present in person or represented by proxy and entitled to vote at the Extraordinary Meeting will be required for each ordinary resolution. The affirmative vote of two thirds of the votes of the holders of Ordinary Shares present in person or represented by proxy and entitled to vote at the Extraordinary Meeting will be required for each special resolution.  In computing the majority when a poll is demanded, regard shall be had to the number of votes to which each holder of Ordinary Shares is entitled.

The costs of soliciting proxies will be borne by us. Proxies may be solicited by certain of our directors, officers, and regular employees, without additional compensation, in person or by telephone or electronic mail.  Copies of solicitation materials will be furnished to banks, brokers, fiduciaries, and custodians holding in their names our Ordinary Shares beneficially owned by others to forward to those beneficial owners.

VOTING BY HOLDERS OF ORDINARY SHARES

When proxies are properly completed, dated, signed and returned by holders of Ordinary Shares, the Ordinary Shares they represent, unless the proxies are revoked, will be voted at the Extraordinary Meeting in accordance with the instructions of the shareholder. If no specific instructions are given by such holders, the Ordinary Shares will be voted “FOR” each proposal and in the proxy holder’s discretion as to other matters that may properly come before the Extraordinary Meeting.

Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as a vote cast at the Extraordinary Meeting.

Please refer to this proxy statement for information related to the proposals.

REVOCABILITY OF PROXIES

Even if you execute a proxy, you retain the right to revoke it and to change your vote by notifying us at any time before your proxy is voted. Such revocation may be effected by following the instructions for voting on your proxy card. Unless so revoked, the shares represented by proxies, if received in time, will be voted in accordance with the directions given therein. However, if you are shareholder of record, delivery of a proxy would not preclude you from attending and voting in person at the meeting convened and in such event, the instrument appointing a proxy and authority granted to such proxy shall be deemed to be revoked. If the Extraordinary Meeting is postponed or adjourned for any reason, at any subsequent reconvening of the Extraordinary Meeting, all proxies will be voted in the same manner as the proxies would have been voted at the original convening of the Extraordinary Meeting (except for any proxies that have at that time effectively been revoked or withdrawn), even if the proxies had been effectively voted on the same or any other matter at a previous Extraordinary Meeting.

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RESOLUTION 1

TO APPROVE, CONFIRM AND RATIFY THE SHARE CONSOLIDATION

General

The class A ordinary shares of the Company, par value of US$0.0025 each, has been traded below $1.00 since July 7, 2025. Pursuant to the Nasdaq Listing Rule 5810(c)(3)(A)(iv), which states in part, “if a Company’s security fails to meet the continued listing requirement for minimum bid price and the Company has effected a reverse stock split over the prior one-year period; or has effected one or more reverse stock splits over the prior two-year period with a cumulative ratio of 250 shares or more to one, then the Company shall not be eligible for any compliance period specified in this Rule 5810(c)(3)(A) and the Listing Qualifications Department shall issue a Staff Delisting Determination under Rule 5810 with respect to that security.”

The Company effected a 25:1 reverse share split in May 2025 and regained compliance with the Nasdaq Listing Rule 5810(c)(3)(A) on May 19, 2025.

As a result, the Company, and the board of directors (the “Board”) deems that it is of the best interests of the Company and the shareholders to complete a share consolidation so that it will be able to meet the minimum bid price requirement. The Board believes that it is in the best interest of the Company and the shareholders, and is hereby soliciting shareholders’ votes to approve, confirm, and ratify the Share Consolidation.

The Share Consolidation must be passed by ordinary resolution which requires the affirmative vote of a simple majority of the votes cast at the Extraordinary Meeting by the shareholders present in person or represented by proxy and entitled to vote on such proposals, either in person, by proxy or by authorized representative.

The Share Consolidation has been implemented simultaneously for all Ordinary Shares. The Share Consolidation affects all shareholders uniformly and has no effect on the proportionate holdings of any individual shareholder, with the exception of adjustments related to the treatment of fractional shares (see below).

Registration and Trading of our Class A OrdinaryShares

The Share Consolidation does not affect our obligation to publicly file financial and other information with the U.S. Securities and Exchange Commission (the “SEC”). In connection with the Share Consolidation, the CUSIP number of our Class A Ordinary Shares (which is an identifier used by participants in the securities industry to identify our Class A Ordinary Shares) will be updated.

Fractional Shares

No fractional shares will be issued to any shareholders in connection with the Share Consolidation. Each shareholder will be entitled to receive one ordinary share in lieu of the fractional share that resulted from the Share Consolidation. There will be additional Class A Ordinary Shares issued as round-up shares.

Reasons for the Share Consolidation

As discussed above, the Share Consolidation is to maintain compliance with Nasdaq Listing Rule 5450(a)(1). The Board deems it is of the best interests of the Company and the shareholders to complete a Share Consolidation so that it is able to meet the minimum bid price requirement.

In addition, the Board also believes that the increased market price of our Class A Ordinary Shares as a result of implementing the Share Consolidation could improve the marketability and liquidity of our Class A Ordinary Shares and may encourage interest and trading in our Class A Ordinary Shares. The Share Consolidation allowed a broader range of institutions to invest in our Class A Ordinary Shares (namely, funds that are prohibited from buying stock whose price is below a certain threshold), potentially increasing the trading volume and liquidity of our Class A Ordinary Shares. The Share Consolidation could help increase analyst and broker interest in the Class A Ordinary Shares, as their policies can discourage them from following or recommending companies with low stock prices. Because of the trading volatility often associated with low-priced stocks, many brokerage houses and institutional investors have internal policies and practices that either prohibit them from investing in low-priced stocks or tend to discourage individual brokers from recommending low-priced stocks to their customers. Some of those policies and practices may make the processing of trades in low-priced stocks economically unattractive to brokers. Additionally, because brokers’ commissions on low-priced stocks generally represent a higher percentage of the stock price than commissions on higher-priced stocks, a low average price per share of our Class A Ordinary Shares can result in individual shareholders paying transaction costs representing a higher percentage of their total share value than would be the case if the share price were higher.

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Determination of the Ratio for the Share Consolidation

In determining the combination ratio to use, the Company considered numerous factors, including the historical and projected performance of our Ordinary Shares, the effect of the consolidation ratio on our compliance with other Nasdaq listing requirements, prevailing market conditions and general economic trends, and will place emphasis on the expected closing price of our Ordinary Shares in the period following the effectiveness of the Share Consolidation. The Company also considered the impact of the consolidation ratios on investor interest.

Principal Effects of the Share Consolidation

After the effective date of the Share Consolidation, each shareholder owns a reduced number of shares of the Company. Except for adjustments that may result from the treatment of fractional shares as described above, the Share Consolidation affects all shareholders uniformly. The proportionate voting rights and other rights and preferences of the shareholders were not affected by the Share Consolidation (other than as a result of the payment of cash in lieu of fractional shares). For example, a holder of 2% of the voting power of the outstanding shares of our Ordinary Shares immediately prior to a Share Consolidation continues to hold 2% of the voting power of the outstanding shares of our Ordinary Shares immediately after such Share Consolidation. The number of shareholders of record also will not be affected by the proposed Share Consolidation.

The following table contains approximate number of issued and outstanding shares of Ordinary Shares following a 25:1 Share Consolidation, without giving effect to any adjustments for fractional shares of Ordinary Shares or the issuance of any derivative securities, as of August 5, 2025.

Shares of Stock Outstanding
Before Share Consolidation Post Share Consolidation Ratio of <br><br>25 to 1
Class A Ordinary Shares 41,213,641 1,648,546
Class B Ordinary Shares 189,434 7,578
Total Shares 41,403,075 1,656,124

Risks Associated with the Share Consolidation

We cannot predict whether the Share Consolidation will increase the market price for our Class A Ordinary Shares. The history of similar share combinations for companies in like circumstances is varied, and the market price of our Class A Ordinary Shares will also be based on our performance and other factors, some of which are unrelated to the number of shares outstanding. Further, there are a number of risks associated with the Share Consolidation, including:

(a) A share combination may leave certain shareholders<br> with one or more “odd lots,” which are shareholdings in amounts of less than 25 shares of our Ordinary Shares. These odd lots<br> may be more difficult to sell than shares of our Ordinary Shares in even multiples of 25.
(b) The issuance of additional Class A Ordinary Shares as round up shares was completed without further shareholder approval, which resulted in dilution to the current holders of our Ordinary Shares. 
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Book-Entry Shares

Shareholders who hold uncertificated shares (i.e., shares held in book-entry form and not represented by a physical share certificate), either as direct or beneficial owners, had their holdings electronically adjusted automatically by our transfer agent (and, for beneficial owners, by their brokers or banks that hold in “street name” for their benefit, as the case may be) to give effect to the Share Consolidation. Shareholders who hold uncertificated shares as direct owners was sent a statement of holding from our transfer agent that indicates the number of post-Share Consolidation Ordinary Shares owned in book-entry form.

Certificated Shares

As soon as practicable after the effective time of the Share Consolidation, shareholders were notified that the Share Consolidation has been effected. Our transfer agent acted as exchange agent for purposes of implementing the exchange of stock certificates. Holders of pre-consolidation shares were asked to surrender to the exchange agent certificates representing pre- consolidation shares in exchange for certificates representing post-consolidation shares in accordance with the procedures to be set forth in a letter of transmittal to be sent by us or our exchange agent. No new certificate was issued to a shareholder until such shareholder has surrendered such shareholder’s outstanding certificate(s) together with the properly completed and executed letter of transmittal to the exchange agent. Any pre-consolidation shares submitted for transfer, whether pursuant to a sale or other disposition, or otherwise, were automatically exchanged for post-Share Consolidation Ordinary Shares.

SHAREHOLDERS SHOULD NOT DESTROY ANY SHARE CERTIFICATE(S) AND SHOULD NOT SUBMIT ANY CERTIFICATE(S) UNTIL REQUESTED TO DO SO.

Accounting Matters

The Share Consolidation does not affect the share capital account on our balance sheet. The stated capital component was reduced proportionately based upon the Share Consolidation and the additional paid-in capital component was increased with the amount by which the stated capital is reduced. Immediately after the Share Consolidation, the per share net income or loss and net book value of our Ordinary Shares were increased because there were fewer shares outstanding. All historic share and per share amounts in our financial statements and related footnotes will be adjusted accordingly for the Share Consolidation.

No Going Private Transaction

Notwithstanding the decrease in the number of outstanding shares following the proposed Share Consolidation, our Board does not intend for this transaction to be the first step in a “going private transaction” within the meaning of Rule 13e-3 of the Exchange Act.

Material United States Federal IncomeTax Consequences of the Share Consolidation

Each shareholder shouldconsult its tax advisor as to the particular facts and circumstances which may be unique to such shareholder and also as to any estate,gift, state, local or foreign tax considerations arising out of the Share Consolidation.

Interests of Directors and ExecutiveOfficers

Our directors and executive officers have no substantial interests, directly or indirectly, in the matters set forth in this proposal except to the extent of their ownership of shares.

Right to Abandon Share Consolidation

The Board may, in its sole discretion, choose not to proceed with the Share Consolidation, even if shareholders have voted in favor of Proposal 1 (the Share Consolidation). If this occurs, it will not affect the effectiveness of the other proposals.

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Resolutions

The Board proposes to solicit shareholder approval to effect a combination of the Company’s authorized and issued share capital, at a ratio of twenty-five-for-one, as soon as practicable. The resolutions be put to the shareholders to consider and to vote upon at the Extraordinary Meeting in relation to consolidating the authorized share capital of the Company are:

1. “IT IS HEREBY RESOLVED,as an ordinary resolution, that:
(a) with the exact effective date to be determined<br>by the board of directors of the Company (the "Board") in its sole discretion, every twenty-five (25) issued and unissued<br>class A ordinary shares of par value  USD0.0025 each in the share capital of the Company be consolidated into one (1) consolidated<br>class A ordinary share of par value USD0.0625 each and every twenty-five (25) issued and unissued class B ordinary shares of par value<br>USD0.0025 each in the share capital of the Company be consolidated into one (1) consolidated class B ordinary share of par value USD0.0625<br>each, so that following the Share Consolidation, the authorized share capital of the Company will be changed from USD31,250,000 divided<br>into 10,000,000,000 class A ordinary shares of par value USD0.0025 each and 2,500,000,000 class B ordinary shares of par value USD0.0025<br>each into USD31,250,000 divided into 400,000,000 class A ordinary shares of par value USD0.0625 each and 100,000,000 class B ordinary<br>shares of par value USD0.0625 each (together with 1(b), the “Share Consolidation”)
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(b) no fractional shares be issued in connection with the<br>Share Consolidation and, in the event that a shareholder would otherwise be entitled to receive a fractional share upon the Share Consolidation,<br>the number of shares to be received by such shareholder be rounded up to the next highest whole number of shares.

Vote Required and Board Recommendation

If a quorum is present, the affirmative vote of a simple majority of the votes of the holders of Ordinary Shares present in person or represented by proxy and entitled to vote at the Extraordinary Meeting will be required to approve the Share Consolidation.

THE BOARD RECOMMENDS A VOTE “FOR”RESOLUTION 1, TO APPROVE THE SHARE CONSOLIDATION OF THE COMPANY’S SHARES AS DESCRIBED IN THIS RESOLUTION 1.

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RESOLUTION 2

TO APPROVE THE AMEDMENT TO MEMORANDUM AND ARTICLESOF ASSOCIATION

General

Our Board has determined, subject to the Share Consolidation Proposal, it is advisable and in the best interests of the Company and its shareholders, for the Company to adopt a third amended and restated memorandum and articles of association in the form as attached hereto as Appendix B (the “AmendedM&AA”) to reflect, inter alias, the Share Consolidation to the extent each is effected and certain other amendments including update of certain definitions (the “M&AA Amendment”).

A draft form of the Amended M&AA is attached to this notice as Appendix A. The draft form of the Amended M&AA assumes that the shareholders have approved the Share Consolidation. The other main amendments to the second amended and restated memorandum and articles of association of the Company currently in effect are summarized as follows:

● A shareholder shall only be entitled to a share certificate if the Directors resolve that share certificates<br>shall be issued.
● A shareholder entitled to receive notice and attend a meeting will be deemed to be in attendance at such<br>meeting despite their attendance being virtual if adequate facilities are available to ensure that the shareholder is able to participate<br>in the business for which the meeting has been convened. The Directors may determine that any general meeting may be held as a virtual<br>meeting.
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● A shareholder present, either in person or by proxy, at any meeting of the Company or of the holders of<br>any class of Shares shall be deemed to have received due notice of the meeting and, where requisite, of the purposes for which it was<br>called.
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● 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.
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● The chairman of the Company may, in any event at his discretion, direct that an instrument of proxy shall<br>be deemed to have been duly deposited.
--- ---
● 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.
--- ---
● A meeting may be postponed or cancelled prior to the meeting at the discretion of the Directors by written<br>notice provided to all persons entitled to attend the meeting, unless the meeting was requisitioned by shareholders.
--- ---
● A notice may only be given to the Company in an electronic record if the Directors so resolve or otherwise<br>accept the notice, and any Director provides the giver of the notice an electronic address to which the notice may be sent.
--- ---
● 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).
--- ---
● 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.
--- ---

The resolutions be put to the shareholders to consider and to vote upon at the Extraordinary Meeting for adopting the Amended M&AA for and on behalf of the Company are:

2. “IT IS HEREBY RESOLVED,as a special resolution, that:
subject to approval by the shareholders of Resolution 1 (the Share Consolidation), with effect from the effective date of the Share Consolidation and conditional upon the approval of the effective date of the Share Consolidation by the Board, the third amended and restated memorandum and articles of association in the form as attached hereto as Appendix A (the “Amended M&AA”) be and are hereby approved and adopted as the new 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 to reflect, inter alias, the Share Consolidation with effect from the effective date of the Share Consolidation.
---

Vote Required and Board Recommendation

If a quorum is present, the affirmative vote of a two-thirds majority of the votes of the holders of Ordinary Shares present in person or represented by proxy and entitled to vote at the Extraordinary Meeting will be required to adopt the Amended M&AA and approve the M&AA Amendment.

THE BOARD RECOMMENDS A VOTE “FOR”RESOLUTION 2, TO APPROVE THE ADOPTION OF THE AMENDED M&AA OF THE COMPANY AS DESCRIBED IN THIS RESOLUTION 2.

9

RESOLUTION 3

TO AUTHORIZE DIRECTORS

General

3. “IT IS HEREBY RESOLVED,as an ordinary resolution, that:
It is resolved as an ordinary resolution that any one or more of the directors and officers of the Company be and is hereby authorized to do all such acts and things and execute all such documents and deliver all such documents, which are ancillary to the Share Consolidation and the adoption of the Amended M&AA, including but not limited to, determining the exact effective date of the Share Consolidation and making any relevant registrations and filings with any authorities in accordance with the applicable laws, rules and regulations, as any of them considers necessary, desirable or expedient to give effect to the foregoing arrangements for the Share Consolidation; the registered office provider of the Company be instructed to make all necessary filings with the Registrar of Companies of the Cayman Islands in connection with the Share Consolidation; and the Company's transfer agent be instructed to update the register of members of the Company and that upon the surrender to the Company of the existing share certificates (if any) that they be cancelled and that any director of the Company be instructed to prepare, sign, seal and deliver on behalf of the Company new share certificates accordingly. ****
---

Vote Required and Board Recommendation

The approval of the authorization of directors requires the affirmative vote of a simple majority of the votes cast by shareholders who, as being entitled to do so, vote in person or, by proxy or, in the case of a shareholder being a corporation, by its duly authorized representative at the Extraordinary Meeting.

THE BOARD RECOMMENDS A VOTE “FOR”RESOLUTION 3, TO APPROVE TO AUTHORIZE DIRECTORS AS DESCRIBED IN THIS RESOLUTION 3.

10

OTHER MATTERS

We know of no other matters to be submitted to the Extraordinary Meeting.

By Order of the Board of Directors,
/s/ Ruilin Xu
Ruilin Xu
Chairman
Date: August 6, 2025 
11

Appendix A

Companies<br> Act (Revised)<br><br> <br><br><br> <br>Company<br> Limited by Shares<br><br> <br><br><br> <br><br><br> <br><br><br> <br>Top<br> KingWin Ltd
THIRD<br> AMENDED AND RESTATED memorandum of association<br><br> <br><br><br> <br>(Adopted by special resolution passed on [date] and effectivefrom [date])<br><br> <br>****

Companies Act (Revised)

Company Limited by Shares

Third Amended and Restated Memorandum of Association

of

Top KingWin Ltd

(Adoptedby special resolution passed on [Date] and effective from [Date])

1 The<br> name of the Company is Top KingWin Ltd.
2 The<br> Company's registered office will be situated at the office of Ogier Global (Cayman) Limited,<br> 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands or at such other place in<br> the Cayman Islands as the directors may at any time decide.
--- ---
3 The<br> Company's objects are unrestricted. As provided by section 7(4) of the Companies Act (Revised),<br> the Company has full power and authority to carry out any object not prohibited by any law<br> of the Cayman Islands.
--- ---
4 The<br> Company has unrestricted corporate capacity. Without limitation to the foregoing, as provided<br> by section 27 (2) of the Companies Act (Revised), the Company has and is capable of exercising<br> all the functions of a natural person of full capacity irrespective of any question of corporate<br> benefit.
--- ---
5 Nothing<br> in any of the preceding paragraphs permits the Company to carry on any of the following businesses<br> without being duly licensed, namely:
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(a) the<br> business of a bank or trust company without being licensed in that behalf under the Banks<br> and Trust Companies Act (Revised); or
--- ---
(b) insurance<br> business from within the Cayman Islands or the business of an insurance manager, agent, sub-agent<br> or broker without being licensed in that behalf under the Insurance Act (Revised);or
--- ---
(c) the<br> business of company management without being licensed in that behalf under the Companies<br> Management Act (Revised).
--- ---
6 Unless<br> licensed to do so, the Company will not trade in the Cayman Islands with any person, firm<br> or corporation except in furtherance of its business carried on outside the Cayman Islands.<br> Despite this, the Company may effect and conclude contracts in the Cayman Islands and exercise<br> in the Cayman Islands any of its powers necessary for the carrying on of its business outside<br> the Cayman Islands.
--- --- 
A-1
7 The<br> Company is a company limited by shares and accordingly the liability of each member is limited<br> to the amount (if any) unpaid on that member's shares.
8 The<br> share capital of the Company is USD31,250,000 divided into (i) 400,000,000 class A ordinary<br> shares of par value USD0.0625 each and (ii) 100,000,000 class B ordinary shares of par value<br> USD0.0625 each. However, subject to the Companies Act (Revised) and the Company's articles<br> of association, the Company has power to do any one or more of the following:
--- ---
(a) to<br> redeem or repurchase any of its shares; and
--- ---
(b) to<br> increase or reduce its capital; and
--- ---
(c) to<br> issue any part of its capital (whether original, redeemed, increased or reduced):
--- ---
(i) with<br> or without any preferential, deferred, qualified or special rights, privileges or conditions;<br> or
--- ---
(ii) subject<br> to any limitations or restrictions
--- ---

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; or

(d) to<br> alter any of those rights, privileges, conditions, limitations or restrictions.
9 The<br> Company has power to register by way of continuation as a body corporate limited by shares<br> under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the<br> Cayman Islands.
--- --- 
A-2
Companies<br> Act (Revised)<br><br> <br><br><br> <br>Company<br> Limited by Shares<br><br> <br><br><br> <br><br><br> <br><br><br> <br>Top<br> KingWin Ltd
THIRD<br> AMENDED AND RESTATED ARTICLES of association<br><br> <br><br><br> <br>(Adopted by special resolution passed on [Date] and effective from [Date])<br><br> <br>****

CONTENTS

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

Companies Act (Revised)

Company Limited by Shares

Third Amended and Restated Articles of Association

of

Top KingWin Ltd

(Adopted by special resolution passed on [Date] and effective from [Date])

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

Definitions

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

Act means the Companies Act (Revised).

Articlesmeans, as appropriate:

(a) these<br> Articles of Association as amended from time to time: or
(b) two<br> or more particular Articles of these Articles;
--- ---

and Article refers to a particular Article of these Articles.

BusinessDay means a day other than a public holiday in the place where the Company's registered office is located, a Saturday or a Sunday.

ClassA Shares means the class A ordinary shares of the Company with a par value of USD0.0625 each, which have the rights set forth in the Memorandum and these Articles.

ClassB Shares means the class B ordinary shares of the Company with a par value of USD0.0625 each, which have the rights set forth in the Memorandum and these Articles.

ClearDays, in relation to a period of notice, means that period excluding:

(a) the<br> day when the notice is given or deemed to be given; and
(b) the<br> day for which it is given or on which it is to take effect.
--- ---

Company means the above-named company.

DefaultRate means 10% (ten per cent) per annum.

1

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

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).

ElectronicCommunication Facilities means video, video-conferencing, internet or online conferencing applications, telephone or tele-conferencing and/or any other video-communications, internet or online conferencing application or telecommunications facilities by means of which all persons participating in a meeting are capable of hearing and being heard by each other.

ElectronicRecord has the meaning given to that term in the Electronic Transactions Act (Revised).

ElectronicSignature has the meaning given to that term in the Electronic Transactions Act (Revised).

FullyPaid and Paid Up:

(c) in<br> relation to a Share with par value, means that the par value for that Share and any premium<br> payable in respect of the issue of that Share, has been fully paid or credited as paid in<br> money or money's worth;
(d) in<br> relation to a Share without par value, means that the agreed issue price for that Share has<br> been fully paid or credited as paid in money or money's worth.
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Islands means the British Overseas Territory of the Cayman Islands.

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.

Officer means a person appointed to hold an office in the Company; and the expression includes a director, alternate director or liquidator, but does not include the Secretary.

OrdinaryResolution means a resolution of a duly constituted general meeting of the Company passed by a simple majority of the votes cast by, or on behalf of, the Members who (being entitled to do so) vote in person or by proxy or, in the case of corporations, by their duly authorised representatives, at that meeting. The expression also includes a unanimous written resolution.

2

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 Class A Share or a Class B Share in the share capital of the Company; and the expression:

(e) includes<br> stock (except where a distinction between shares and stock is expressed or implied); and
(f) where<br> the context permits, also includes a fraction of a share.
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SpecialResolution means a resolution of a general meeting or a resolution of a meeting of the holders of any class of Shares in a class meeting duly constituted in accordance with the Articles in each case passed by a majority of not less than two-thirds of the votes cast by, or on behalf of, Members who (being entitled to do so) vote in person or by proxy at that meeting. The expression includes a unanimous written resolution signed by all of the Members entitled to vote at such meeting.

TreasuryShares means Shares of the Company held in treasury pursuant to the Act and Article 2.15.

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

Interpretation

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

Without 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.

3
(b) Headings<br> are inserted for convenience only and do not affect the interpretation of these Articles,<br> unless there is ambiguity.
(c) If<br> a day on which any act, matter or thing is to be done under these Articles is not a Business<br> Day, the act, matter or thing must be done on the next Business Day.
--- ---
(d) A<br> word which denotes the singular also denotes the plural, a word which denotes the plural<br> also denotes the singular, and a reference to any gender also denotes the other genders.
--- ---
(e) A<br> reference to a person includes, as appropriate, a company, trust, partnership, joint<br> venture, association, body corporate or government agency.
--- ---
(f) Where<br> a word or phrase is given a defined meaning another part of speech or grammatical form in<br> respect to that word or phrase has a corresponding meaning.
--- ---
(g) All<br> references to time are to be calculated by reference to time in the place where the Company's<br> registered office is located.
--- ---
(h) The<br> words written and in writing include all modes of representing or reproducing<br> words in a visible form, but do not include an Electronic Record where the distinction between<br> a document in writing and an Electronic Record is expressed or implied.
--- ---
(i) The<br> words including, include and in particular or any similar expression<br> are to be construed without limitation.
--- ---
(j) The<br> 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),<br> which may be satisfied by means of such person or, if a corporation or other non-natural<br> 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)<br> physically present at the meeting; or (b) in the case of any meeting at which Electronic<br> 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.
--- ---

Exclusion of Table A Articles

1.3 The<br> regulations contained in Table A in the First Schedule of the Act and any other regulations<br> contained in any statute or subordinate legislation are expressly excluded and do not apply<br> to the Company. 
4
2 Shares

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

2.1 Subject<br> to the provisions of the Act and the Articles about the redemption and purchase of the Company's<br> own Shares, the directors have general and unconditional authority to allot (with or without<br> confirming rights of renunciation), grant options over or otherwise deal with any unissued<br> Shares of the Company to such persons, at such times and on such terms and conditions as<br> they may decide. No Share may be issued at a discount except in accordance with the provisions<br> of the Act.
2.2 Without<br> limitation to the preceding Article, the directors may so deal with the unissued Shares of<br> the Company:
--- ---
(a) either<br> at a premium or at par;
--- ---
(b) with<br> or without preferred, deferred or other special rights or restrictions whether in regard<br> to dividend, voting, return of capital or otherwise.
--- ---

Rights of Shares

2.3 The<br> holders of Class A Shares, subject to these Articles, shall:
(a) be<br> entitled to one vote per share;
--- ---
(b) be<br> entitled to such dividends as the Board may from time to time declare; and
--- ---
(c) in<br> the event of a winding-up or dissolution of the Company, whether voluntary or involuntary<br> or for the purpose of a reorganisation or otherwise or upon any distribution of capital,<br> be entitled to the surplus assets of the Company in accordance with Article 32.1;
--- ---
(d) not<br> have any conversion rights and the Class A Shares are not convertible into shares of any<br> other class; and
--- ---
(e) generally<br> be entitled to enjoy all of the rights attaching to shares.
--- ---
2.4 The<br> holders of Class B Shares, subject to these Articles, shall:
--- ---
(a) be<br> entitled to forty (40) votes per share;
--- ---
(b) be<br> entitled to such dividends as the Board may from time to time declare; and
--- ---
(c) in<br> the event of a winding-up or dissolution of the Company, whether voluntary or involuntary<br> or for the purpose of a reorganisation or otherwise or upon any distribution of capital,<br> be entitled to the surplus assets of the Company in accordance with Article 32.1;
--- --- 
5
(d) not<br> have any conversion rights and the Class B Shares are not convertible into shares of any<br> other class except in accordance with Article 2.5; and
(e) generally<br> be entitled to enjoy all of the rights attaching to shares.
--- ---
2.5 The<br> number of Class B Shares held by a holder will be automatically and immediately converted<br> into an equal and corresponding number of Class A Shares upon any direct or indirect sale,<br> transfer, assignment or disposition of such number of Class B Shares by the holder or an<br> affiliate or such holder or the direct or indirect transfer or assignment of the voting power<br> attached to such number of Class B Shares through voting proxy or otherwise to any person<br> or entity that is not an affiliate of such holder (the New Shareholder). For the avoidance<br> of doubt, the creation of any pledge, charge, encumbrance or other third party right of whatever<br> description on any of the Shares to secure contractual or legal obligations shall not be<br> deemed as a sale, transfer, assignment or disposition unless and until any such pledge, charge,<br> encumbrance or other third-party right is enforced and results in the third party holding<br> directly or indirectly beneficial ownership or voting power through voting proxy or otherwise<br> to the related Class B Shares, in which case all the related Class B Shares shall be automatically<br> converted into the same number of Class A Shares. The conversion rate and mechanics for the<br> above conversion are set out in the following paragraphs:
--- ---
(i) Each<br> Class B Share shall be converted into such number of fully paid and non-assessable Class<br> A Share on the basis that one (1) Class B Share shall be converted into one (1) Class A Share<br> (being a 1:1 ratio and hereafter referred to as the Conversion Rate) immediately prior<br> to the close of business on the date of the Share Transfer. The Conversion Rate of the Class<br> B Shares shall not be subject to adjustment.
--- ---
(ii) A<br> conversion shall be effected only in respect of the Class B Shares which are fully paid.
--- ---
(iii) Before<br> any holder of the Class B Shares transfers the Class B Shares to the New Shareholder, such<br> holder shall lodge at the Company's registered office or at the office of any transfer agent<br> for the Class B Shares, a written notice of the election to transfer the same (together with<br> any certificate, if any, representing the Class B Shares to which it relates) and such written<br> notice shall state therein the name or names of the New Shareholder that shall be entered<br> on the Register of Members and, if certificates are to be issued, the name or names of the<br> New Shareholder in which the certificate or certificates for Class A Shares are to be issued.<br> A conversion shall be effected as a simultaneous redemption of the relevant Class B Shares<br> and the allotment and issue of the new Class A Shares with the proceeds of such redemption<br> of Class B Shares being applied to purchase the new Class A Shares. Such conversion shall<br> be deemed to have been made immediately prior to the close of business on the date of the<br> Share Transfer and, if certificates are then issued, the certificate or certificates for<br> the Class B Shares to be converted shall be surrendered to the Company, and the New Shareholder<br> entitled to receive the Class A Shares issuable upon such conversion shall be entered on<br> the Register of Members as the holder(s) of such Class A Shares on such date.
--- --- 
6
(iv) Certificates<br> evidencing the Class A Shares issued on conversion and any remaining Class B Shares held<br> by the holder of the Class B Shares may be issued in accordance with the terms of the Articles.
(v) The<br> Company shall at all times reserve and keep available out of its authorised but unissued<br> Class A Shares, solely for the purpose of effecting the conversion of the Class B Shares,<br> such number of its Class A Shares as shall from time to time be sufficient to effect the<br> conversion of all outstanding Class B Shares; and if at any time the number of authorised<br> but unissued Class A Shares shall not be sufficient to effect the conversion of all then<br> outstanding Class B Shares, in addition to such other remedies as shall be available to the<br> holder of such Class B Shares, the Company will take such corporate action as may, in the<br> opinion of its counsel, be necessary to increase its authorised but<br> unissued Class A Shares to such number of shares as shall be sufficient for such purposes,<br> including, without limitation, engaging in best efforts to obtain the requisite shareholder<br> approval of any necessary amendment to the Memorandum and Articles.
--- ---

Power to issue fractions of a Share

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

Power to pay commissions and brokerage fees

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

2.8 The<br> Company may employ a broker in the issue of its capital and pay him any proper commission<br> or brokerage. 
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Trusts not recognised

2.9 Except<br> as required by law:
(a) no<br> person shall be recognised by the Company as holding any Share on any trust; and
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(b) no<br> person other than the Member shall be recognised by the Company as having any right in a<br> Share.
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Power to vary class rights

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

2.13 Unless<br> the terms on which a class of Shares was issued state otherwise, the rights conferred on<br> the Member holding Shares of any class shall not be deemed to be varied by the creation or<br> issue of further Shares ranking pari passu with the existing Shares of that class. 
8

Capital contributions without issue of further Shares

2.14 With<br> the consent of a Member, the directors may accept a voluntary contribution to the capital<br> of the Company from that Member without issuing Shares in consideration for that contribution.<br> In that event, the contribution shall be dealt with in the following manner:
(a) It<br> shall be treated as if it were a share premium.
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(b) Unless<br> the Member agrees otherwise:
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(i) if<br> the Member holds Shares in a single class of Shares - it shall be credited to the share premium<br> account for that class of Shares;
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(ii) if<br> the Member holds Shares of more than one class - it shall be credited rateably to the share<br> premium accounts for those classes of Shares (in the proportion that the sum of the issue<br> prices for each class of Shares that the Member holds bears to the total issue prices for<br> all classes of Shares that the Member holds).
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(c) It<br> shall be subject to the provisions of the Act and these Articles applicable to share premiums.
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No bearer Shares or warrants

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

Treasury Shares

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

2.17 No<br> dividend may be declared or paid, and no other distribution (whether in cash or otherwise)<br> of the Company's assets (including any distribution of assets to members on a winding up)<br> may be made to the Company in respect of a Treasury Share.
2.18 The<br> Company shall be entered in the Register as the holder of the Treasury Shares. However:
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(a) the<br> Company shall not be treated as a member for any purpose and shall not exercise any right<br> in respect of the Treasury Shares, and any purported exercise of such a right shall be void;
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9
(b) a<br> Treasury Share shall not be voted, directly or indirectly, at any meeting of the Company<br> and shall not be counted in determining the total number of issued shares at any given time,<br> whether for the purposes of these Articles or the Act.
2.19 Nothing<br> in the preceding Article prevents an allotment of Shares as fully paid bonus shares in respect<br> of a Treasury Share and Shares allotted as fully paid bonus shares in respect of a Treasury<br> Share shall be treated as Treasury Shares.
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2.20 Treasury<br> Shares may be disposed of by the Company in accordance with the Act and otherwise on such<br> terms and conditions as the directors determine.
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Register of Members

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

3.1 A<br> Member shall only be entitled to a share certificate if the Directors resolve that share<br> certificates shall be issued. Share certificates representing Shares, if any, shall be in<br> such form as the Directors may determine. If the Directors resolve that share certificates<br> shall be issued, upon being entered in the register of Members as the holder of a Share,<br> the Directors may issue to any Member:
(a) without<br> payment, one certificate for all the Shares of each class held by that Member (and, upon<br> transferring a part of the Member's holding of Shares of any class, to a certificate for<br> the balance of that holding); and
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10
(b) upon<br> payment of such reasonable sum as the directors may determine for every certificate after<br> the first, several certificates each for one or more of that Member's Shares.
3.2 Every<br> certificate shall specify the number, class and distinguishing numbers (if any) of the Shares<br> to which it relates and whether they are Fully Paid or partly paid up. A certificate may<br> be executed under seal or executed in such other manner as the directors determine.
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3.3 The<br> Company shall not be bound to issue more than one certificate for Shares held jointly by<br> several persons and delivery of a certificate for a Share to one joint holder shall be a<br> sufficient delivery to all of them.
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Renewal of lost or damaged share certificates

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

4 Lien<br> on Shares

Nature and scope of lien

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

4.3 The<br> Company may sell any Shares over which it has a lien if all of the following conditions are<br> met:
(a) the<br> sum in respect of which the lien exists is presently payable;
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(b) the<br> Company gives notice to the Member holding the Share (or to the person entitled to it in<br> consequence of the death or bankruptcy of that Member) demanding payment and stating that<br> if the notice is not complied with the Shares may be sold; and
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(c) that<br> sum is not paid within 14 Clear Days after that notice is deemed to be given under these<br> Articles.
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4.4 The<br> Shares may be sold in such manner as the directors determine.
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4.5 To<br> the maximum extent permitted by law, the directors shall incur no personal liability to the<br> Member concerned in respect of the sale.
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Authority to execute instrument of transfer

4.6 To<br> give effect to a sale, the directors may authorise any person to execute an instrument of<br> transfer of the Shares sold to, or in accordance with the directions of, the purchaser. The<br> title of the transferee of the 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

4.7 On<br> a sale pursuant to the preceding Articles:
(a) the<br> name of the Member concerned shall be removed from the register of members as the holder<br> of those Shares; and
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(b) that<br> person shall deliver to the Company for cancellation the certificate for those Shares.
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Despite this, that person shall remain liable to the Company for all monies which, at the date of sale, were presently payable by him to the Company in respect of those Shares. That person shall 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 sale or, failing that, at the Default Rate. The directors may waive payment wholly or in part or enforce payment without any allowance for the value of the Shares at the time of sale or for any consideration received on their disposal.

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Application of proceeds of sale

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

5 Calls<br> on Shares and forfeiture

Power to make calls and effect of calls

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

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

Liability of joint holders

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

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

Deemed calls

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

Power to accept early payment

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

Power to make different arrangements at time of issue of Shares

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

Notice of default

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

Forfeiture or surrender of Shares

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

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

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

Effect of forfeiture or surrender on former Member

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

15

Evidence of forfeiture or surrender

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

Sale of forfeited or surrendered Shares

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

6.1 Subject<br> to the following Articles about the transfer of Shares, a Member may transfer Shares to another<br> person by completing an instrument of transfer, in a common form or in a form approved by<br> the directors, executed:
(a) where<br> the Shares are Fully Paid, by or on behalf of that Member; and
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(b) where<br> the Shares are partly paid, by or on behalf of that Member and the transferee.
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Power to refuse registration

6.2 The<br> directors may refuse to register the transfer of a Share to any person. They may do so in<br> their absolute discretion, without giving any reason for their refusal, and irrespective<br> of whether the Share is Fully Paid or the Company has no lien over it.

Notice of refusal to register

6.3 If<br> the directors refuse to register a transfer of a Share, they must send notice of their refusal<br> to the existing Member within two months after the date on which the transfer was lodged<br> with the Company. 
16

Power to suspend registration

6.4 The<br> directors may suspend registration of the transfer of Shares at such times and for such periods,<br> not exceeding 30 days in any calendar year, as they determine.

Fee, if any, payable for registration

6.5 If<br> the directors so decide, the Company may charge a reasonable fee for the registration of<br> any instrument of transfer or other document relating to the title to a Share.

Company may retain instrument of transfer

6.6 The<br> Company shall be entitled to retain any instrument of transfer which is registered; but an<br> instrument of transfer which the directors refuse to register shall be returned to the person<br> lodging it when notice of the refusal is given.
7 Transmission<br> of Shares
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Persons entitled on death of a Member

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

7.3 A<br> person becoming entitled to a Share in consequence of the death or bankruptcy of a Member<br> may elect to do either of the following:
(a) to<br> become the holder of the Share; or
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(b) to<br> transfer the Share to another person.
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7.4 That<br> person must produce such evidence of his entitlement as the directors may properly require.
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7.5 If<br> the person elects to become the holder of the Share, he must give notice to the Company to<br> that effect. For the purposes of these Articles, that notice shall be treated as though it<br> were an executed instrument of transfer.
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17
7.6 If<br> the person elects to transfer the Share to another person then:
(a) if<br> the Share is Fully Paid, the transferor must execute an instrument of transfer; and
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(b) if<br> the Share is partly paid, the transferor and the transferee must execute an instrument of<br> transfer.
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7.7 All<br> the Articles relating to the transfer of Shares shall apply to the notice or, as appropriate,<br> the instrument of transfer.
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Indemnity

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

Rights of person entitled to a Share following death or bankruptcy

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

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

Dealing with fractions resulting from consolidation of Shares

8.2 Whenever,<br> as a result of a consolidation of Shares, any Members would become entitled to fractions<br> of a Share the directors may on behalf of those Members:
(a) sell<br> the Shares representing the fractions for the best price reasonably obtainable to any person<br> (including, subject to the provisions of the Act, the Company); and
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(b) distribute<br> the net proceeds in due proportion among those Members.
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For that purpose, the directors may authorise some person to execute an instrument of transfer of the Shares to, or in accordance with the directions of, the purchaser. The transferee shall not be bound to see to the application of the purchase money nor shall the transferee's title to the Shares be affected by any irregularity in, or invalidity of, the proceedings in respect of the sale.

Reducing share capital

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

9.1 Subject<br> to the Act, and to any rights for the time being conferred on the Members holding a particular<br> class of Shares, the Company may by its directors:
(a) issue<br> Shares that are to be redeemed or liable to be redeemed, at the option of the Company or<br> the Member holding those redeemable Shares, on the terms and in the manner its directors<br> determine before the issue of those Shares;
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(b) with<br> the consent by Special Resolution of the Members holding Shares of a particular class, vary<br> the rights attaching to that class of Shares so as to provide that those Shares are to be<br> redeemed or are liable to be redeemed at the option of the Company on the terms and in the<br> manner which the directors determine at the time of such variation; and
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19
(c) purchase<br> all or any of its own Shares of any class including any redeemable Shares on the terms and<br> in the manner which the directors determine at the time of such purchase.

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

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

9.2 When<br> making a payment in respect of the redemption or purchase of Shares, the directors may make<br> the payment in cash or in specie (or partly in one and partly in the other) if so authorised<br> by the terms of the allotment of those Shares, or by the terms applying to those Shares in<br> 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<br> the date of redemption or purchase of a Share:
(a) the<br> Member holding that Share shall cease to be entitled to any rights in respect of the Share<br> other than the right to receive:
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(i) the<br> price for the Share; and
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(ii) any<br> dividend declared in respect of the Share prior to the date of redemption or purchase;
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(b) the<br> Member's name shall be removed from the register of members with respect to the Share; and
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(c) the<br> Share shall be cancelled or held as a Treasury Shares, as the directors may determine.
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For the purpose of this Article, the date of redemption or purchase is the date when the redemption or purchase falls due.

10 Meetings<br> of Members

Power to call meetings

10.1 The<br> directors may call a general meeting at any time.
10.2 If<br> there are insufficient directors to constitute a quorum and the remaining directors are unable<br> to agree on the appointment of additional directors, the directors must call a general meeting<br> for the purpose of appointing additional directors.
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10.3 The<br> directors must also call a general meeting if requisitioned in the manner set out in the<br> next two Articles.
10.4 The<br> requisition must be in writing and given by one or more Members who together hold at least<br> 10% of the rights to vote at such general meeting.
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10.5 The<br> requisition must also:
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(a) specify<br> the purpose of the meeting.
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(b) be<br> signed by or on behalf of each requisitioner (and for this purpose each joint holder shall<br> be obliged to sign). The requisition may consist of several documents in like form signed<br> by one or more of the requisitioners.
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(c) be<br> delivered in accordance with the notice provisions.
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10.6 Should<br> the directors fail to call a general meeting within 21 Clear Days from the date of receipt<br> of a requisition, the requisitioners or any of them may call a general meeting within three<br> months after the end of that period.
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10.7 Without<br> limitation to the foregoing, if there are insufficient directors to constitute a quorum and<br> the remaining directors are unable to agree on the appointment of additional directors, any<br> one or more Members who together hold at least 10% of the rights to vote at a general meeting<br> may call a general meeting for the purpose of considering the business specified in the notice<br> of meeting which shall include as an item of business the appointment of additional directors.
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10.8 If<br> the Members call a meeting under the above provisions, the Company shall reimburse their<br> reasonable expenses.
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Content of notice

10.9 Notice<br> of a general meeting shall specify each of the following:
(a) the<br> place, the date and the hour of the meeting;
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(b) whether<br> the meeting will be held virtually, at a physical place or both;
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(c) if<br> the meeting is to be held in two or more places (including in any part virtually), the technology<br> that will be used to facilitate the meeting;
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(d) subject<br> to paragraph (e), the general nature of the business to be transacted; and
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(e) if<br> a resolution is proposed as a Special Resolution, the text of that resolution.
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10.10 In<br> each notice there shall appear with reasonable prominence the following statements:
(a) that<br> a Member who is entitled to attend and vote is entitled to appoint one or more proxies to<br> attend and vote instead of that Member; and
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(b) that<br> a proxyholder need not be a Member.
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Period of notice

10.11 At<br> least five Clear Days' notice of a general meeting must be given to Members. But a meeting<br> may be convened on shorter notice with the consent of the Member or Members who, individually<br> or collectively, hold at least 90% of the voting rights of all those who have a right to<br> vote at that meeting.

Persons entitled to receive notice

10.12 Subject<br> to the provisions of these Articles and to any restrictions imposed on any Shares, the notice<br> shall be given to the following people:
(a) the<br> Members;
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(b) persons<br> entitled to a Share in consequence of the death or bankruptcy of a Member; and
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(c) the<br> directors.
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Publication of notice on a website

10.13 Subject<br> to the Act, a notice of a general meeting may be published on a website providing the recipient<br> is given separate notice of:
(a) the<br> publication of the notice on the website;
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(b) the<br> place on the website where the notice may be accessed;
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(c) how<br> it may be accessed; and
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(d) the<br> place, date and time of the general meeting.
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10.14 If<br> a Member notifies the Company that he is unable for any reason to access the website, the<br> Company must as soon as practicable give notice of the meeting to that Member by any other<br> means permitted by these Articles. But this will not affect when that Member is deemed to<br> have received notice of the meeting.
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Time a website notice is deemed to be given

10.15 A<br> website notice is deemed to be given when the Member is given notice of its publication. 
22

Required duration of publication on a website

10.16 Where<br> the notice of meeting is published on a website, it shall continue to be published in the<br> same place on that website from the date of the notification until the conclusion of the<br> meeting to which the notice relates.

Accidental omission to give notice or non-receipt of notice

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

11.1 Save<br> as provided in the following Article, no business shall be transacted at any meeting unless<br> a quorum is present in person or by proxy. A quorum is as follows:
(a) if<br> the Company has only one Member: that Member;
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(b) if<br> the Company has more than one Member: two Members.
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Lack of quorum

11.2 If<br> a quorum is not present within 15 minutes of the time appointed for the meeting, or if at<br> any time during the meeting it becomes inquorate, then the following provisions apply:
(a) If<br> the meeting was requisitioned by Members, it shall be cancelled.
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(b) In<br> any other case, the meeting shall stand adjourned to the same time and place seven days hence,<br> or to such other time or place as is determined by the directors. If a quorum is not present<br> within 15 minutes of the time appointed for the adjourned meeting, then the Members present<br> in person or by proxy shall constitute a quorum.
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23

Use of technology

11.3 A<br> Member entitled to receive notice and attend a meeting will be deemed to be in attendance<br> at such meeting despite their attendance being virtual if adequate facilities are available<br> to ensure that the Member is able to:
(a) to<br> participate in the business for which the meeting has been convened; and
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(b) to<br> hear all that happens at the meeting (whether by use of microphones, audio visual communications<br> equipment or otherwise); and
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(c) to<br> be heard by all persons present in the same way.
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Without limiting the generality of the foregoing, the Directors may determine that any general meeting may be held as a Virtual Meeting.

Chairman

11.4 The<br> chairman of a general meeting shall be the chairman of the board or such other director as<br> the directors have nominated to chair board meetings in the absence of the chairman of the<br> board. Absent any such person being present within 15 minutes of the time appointed for the<br> meeting, the directors present shall elect one of their number to chair the meeting.
11.5 If<br> no director is present within 15 minutes of the time appointed for the meeting, or if no<br> director is willing to act as chairman, the Members present in person or by proxy and entitled<br> to vote shall choose one of their number to chair the meeting.
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Right of a director to attend and speak

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

Adjournment, postponement and cancellation

11.7 A<br> meeting may be:
(d) postponed<br> or cancelled prior to the meeting at the discretion of the Directors by written notice provided<br> to all persons entitled to attend the meeting, unless the meeting was requisitioned by Member(s)<br> or otherwise called by Member(s) pursuant to Article 10; or
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(e) adjourned,<br> with or without an appointed date for resumption, at any time during the meeting at the discretion<br> of the chairman with the consent of the Member(s) constituting a quorum.
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24
11.8 The<br> chairman must adjourn the meeting if so directed by the Member(s) constituting a quorum at<br> the meeting. No business, however, can be transacted at an adjourned or postponed meeting<br> other than business which might properly have been transacted at the original meeting.
11.9 Should<br> a meeting be adjourned for more than seven Clear Days, whether because of a lack of quorum<br> or otherwise, Members shall be given at least seven Clear Days' notice of the date, time<br> and place of the adjourned meeting and the general nature of the business to be transacted.<br> Otherwise it shall not be necessary to give any notice of the adjournment.
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Method of voting

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

Taking of a poll

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

Chairman's casting vote

11.12 If<br> the votes on a resolution are equal the chairman may if he wishes exercise a casting vote.

Amendments to resolutions

11.13 An<br> Ordinary Resolution to be proposed at a general meeting may be amended by Ordinary Resolution<br> if:
(a) not<br> less than 48 hours before the meeting is to take place (or such later time as the chairman<br> of the meeting may determine), notice of the proposed amendment is given to the Company in<br> writing by a Member entitled to vote at that meeting; and
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(b) the<br> proposed amendment does not, in the reasonable opinion of the chairman of the meeting, materially<br> alter the scope of the resolution.
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11.14 A<br> Special Resolution to be proposed at a general meeting may be amended by Ordinary Resolution,<br> if:
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(a) the<br> chairman of the meeting proposes the amendment at the general meeting at which the resolution<br> is to be proposed, and
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(b) the<br> amendment does not go beyond what the chairman considers is necessary to correct a grammatical<br> or other non-substantive error in the resolution.
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25
11.15 If<br> the chairman of the meeting, acting in good faith, wrongly decides that an amendment to a<br> resolution is out of order, the chairman's error does not invalidate the vote on that resolution.

Written resolutions

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

11.17 If<br> a written resolution is described as a Special Resolution or as an Ordinary Resolution, it<br> has effect accordingly.
11.18 The<br> directors may determine the manner in which written resolutions shall be put to Members.<br> In particular, they may provide, in the form of any written resolution, for each Member to<br> indicate, out of the number of votes the Member would have been entitled to cast at a meeting<br> to consider the resolution, how many votes he wishes to cast in favour of the resolution<br> and how many against the resolution or to be treated as abstentions. The result of any such<br> written resolution shall be determined on the same basis as on a poll.
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Sole-member company

11.19 If<br> the Company has only one Member, and the Member records in writing his decision on a question,<br> that record shall constitute both the passing of a resolution and the minute of it. 
26
12 Voting<br> rights of Members

Right to vote

12.1 Unless<br> their Shares carry no right to vote, or unless a call or other amount presently payable has<br> not been paid, all Members are entitled to vote at a general meeting on a poll. Subject to<br> any rights or restrictions for the time being attached to any class or classes of Shares,<br> holders of Class A Shares and Class B Shares vote together as one class on all matters submitted<br> to a vote by the shareholders at any general meeting and have the same rights except each<br> Class A Share is entitled to one (1) vote and each Class B Share is entitled to forty (40)<br> votes.
12.2 Members<br> may vote in person or by proxy.
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12.3 An<br> individual who represents two or more Members, including a Member in that individual's own<br> right, that individual shall be entitled to a separate vote for each Member.
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12.4 On<br> a poll a holder of Class A Shares shall have one (1) vote for each Class A Share he holds<br> and a holder of Class B Shares shall have forty (40) votes for each Class B Share he holds.
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12.5 A<br> fraction of a Share shall entitle its holder to an equivalent fraction of one vote.
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12.6 No<br> Member is bound to vote on his Shares or any of them; nor is he bound to vote each of his<br> Shares in the same way.
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Rights of joint holders

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

Representation of corporate Members

12.8 Save<br> where otherwise provided, a corporate Member must act by a duly authorised representative.
12.9 A<br> corporate Member wishing to act by a duly authorised representative must identify that person<br> to the Company by notice in writing**.**
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12.10 The<br> authorisation may be for any period of time, and must be delivered to the Company not less<br> than two hours before the commencement of the meeting at which it is first used.
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12.11 The<br> directors of the Company may require the production of any evidence which they consider necessary<br> to determine the validity of the notice.
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27
12.12 Where<br> a duly authorised representative is present at a meeting that Member is deemed to be present<br> in person; and the acts of the duly authorised representative are personal acts of that Member.
12.13 A<br> corporate Member may revoke the appointment of a duly authorised representative at any time<br> by notice to the Company; but such revocation will not affect the validity of any acts carried<br> out by the duly authorised representative before the directors of the Company had actual<br> notice of the revocation.
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Member with mental disorder

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

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

Form of proxy

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

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12.19 The<br> directors may require the production of any evidence which they consider necessary to determine<br> the validity of any appointment of a proxy.
12.20 A<br> Member may revoke the appointment of a proxy at any time by notice to the Company duly signed<br> in accordance with the Article above about signing proxies; but such revocation will not<br> affect the validity of any acts carried out by the proxy before the directors of the Company<br> had actual notice of the revocation.
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How and when proxy is to be delivered

12.21 Subject<br> to the following Articles, the form of appointment of a proxy and any authority under which<br> it is signed (or a copy of the authority certified notarially or in any other way approved<br> by the directors) must be delivered so that it is received by the Company at any time before<br> the time for holding the meeting or adjourned meeting at which the person named in the form<br> of appointment of proxy proposes to vote. They must be delivered in either of the following<br> ways:
(a) In<br> the case of an instrument in writing, it must be left at or sent by post:
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(i) to<br> the registered office of the Company; or
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(ii) to<br> such other place specified in the notice convening the meeting or in any form of appointment<br> of proxy sent out by the Company in relation to the meeting.
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(b) If,<br> pursuant to the notice provisions, a notice may be given to the Company in an Electronic<br> Record, an Electronic Record of an appointment of a proxy must be sent to the address specified<br> pursuant to those provisions unless another address for that purpose is specified:
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(i) in<br> the notice convening the meeting; or
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(ii) in<br> any form of appointment of a proxy sent out by the Company in relation to the meeting; or
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(iii) in<br> any invitation to appoint a proxy issued by the Company in relation to the meeting.
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(c) Notwithstanding<br> Article 12.21(a) and Article 12.21(b), the chairman of the Company may, in any event at his<br> discretion, direct that an instrument of proxy shall be deemed to have been duly deposited.
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12.22 If<br> the form of appointment of proxy is not delivered on time, it is invalid.
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29
12.23 When<br> two or more valid but differing appointments of proxy are delivered or received in respect<br> of the same Share for use at the same meeting and in respect of the same matter, the one<br> which is last validly delivered or received (regardless of its date or of the date of its<br> execution) shall be treated as replacing and revoking the other or others as regards that<br> Share. lf the Company is unable to determine which appointment was last validly delivered<br> or received, none of them shall be treated as valid in respect of that Share.
12.24 The<br> Board may at the expense of the Company send forms of appointment of proxy to the Members<br> by post (that is to say, pre-paying and posting a letter), or by Electronic communication<br> or otherwise (with or without provision for their return by pre-paid post) for use at any<br> general meeting or at any separate meeting of the holders of any class of Shares, either<br> blank or nominating as proxy in the alternative any one or more of the Directors or any other<br> person. lf for the purpose of any meeting invitations to appoint as proxy a person or one<br> of a number of persons specified in the invitations are issued at the Company’s expense,<br> they shall be issued to all (and not to some only) of the Members entitled to be sent notice<br> of the meeting and to vote at it. The accidental omission to send such a form of appointment<br> or to give such an invitation to, or the non-receipt of such form of appointment by, any<br> Member entitled to attend and vote at a meeting shall not invalidate the proceedings at that<br> meeting.
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Voting by proxy

12.25 A<br> proxy shall have the same voting rights at a meeting or adjourned meeting as the Member would<br> have had except to the extent that the instrument appointing him limits those rights. Notwithstanding<br> the appointment of a proxy, a Member may attend and vote at a meeting or adjourned meeting.<br> If a Member votes on any resolution a vote by his proxy on the same resolution, unless in<br> respect of different Shares, shall be invalid.
13 Number<br> of directors
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Unless otherwise determined by Ordinary Resolution, the minimum number of directors shall be one and the maximum number shall be ten. There shall be no directors, however, until the first director is or the first directors are appointed by the subscriber or subscribers to the Memorandum.

14 Appointment,<br> disqualification and removal of directors

First directors

14.1 The<br> first directors shall be appointed in writing by the subscriber or subscribers to the Memorandum.

No age limit

14.2 There<br> is no age limit for directors save that they must be aged at least 18 years. 
30

Corporate directors

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

No shareholding qualification

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

Appointment of directors

14.5 A<br> director may be appointed by Ordinary Resolution or by the directors. Any appointment may<br> be to fill a vacancy or as an additional director.
14.6 Notwithstanding<br> the other provisions of these Articles, in any case where, as a result of death, the Company<br> has no directors and no shareholders, the personal representatives of the last shareholder<br> to have died have the power, by notice in writing to the Company, to appoint a person to<br> be a director. For the purpose of this Article:
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(a) where<br> two or more shareholders die in circumstances rendering it uncertain who was the last to<br> die, a younger shareholder is deemed to have survived an older shareholder;
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(b) if<br> the last shareholder died leaving a will which disposes of that shareholder’s shares<br> in the Company (whether by way of specific gift, as part of the residuary estate, or otherwise):
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(i) the<br> expression personal representatives of the last shareholder means:
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(A) until<br> a grant of probate in respect of that will has been obtained from the Grand Court of the<br> Cayman Islands, all of the executors named in that will who are living at the time the power<br> of appointment under this Article is exercised; and
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(B) after<br> such grant of probate has been obtained, only such of those executors who have proved that<br> will;
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(ii) without<br> derogating from section 3(1) of the Succession Act (Revised), the executors named in that<br> will may exercise the power of appointment under this Article without first obtaining a grant<br> of probate.
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14.7 A<br> remaining director may appoint a director even though there is not a quorum of directors.
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31
14.8 No<br> appointment can cause the number of directors to exceed the maximum; and any such appointment<br> shall be invalid.

Removal of directors

14.9 A<br> director may be removed by Ordinary Resolution.

Resignation of directors

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

14.12 A<br> director's office shall be terminated forthwith if:
(a) he<br> is prohibited by the law of the Islands from acting as a director; or
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(b) he<br> is made bankrupt or makes an arrangement or composition with his creditors generally; or
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(c) in<br> the opinion of a registered medical practitioner by whom he is being treated he becomes physically<br> or mentally incapable of acting as a director; or
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(d) he<br> is made subject to any law relating to mental health or incompetence, whether by court order<br> or otherwise; or
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(e) without<br> the consent of the other directors, he is absent from meetings of directors for a continuous<br> period of six months.
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15 Alternate<br> directors
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Appointment and removal

15.1 Any<br> director may appoint any other person, including another director, to act in his place as<br> an alternate director in accordance with the Act. No appointment shall take effect until<br> the director has given notice of the appointment to the other directors. Such notice must<br> be given to each other director by either of the following methods:
(a) by<br> notice in writing in accordance with the notice provisions;
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(b) if<br> the other director has an email address, by emailing to that address a scanned copy of the<br> notice as a PDF attachment (the PDF version being deemed to be the notice unless Article<br> 30.7 applies), in which event notice shall be taken to be given on the date of receipt by<br> the recipient in readable form. For the avoidance of doubt, the same email may be sent to<br> the email address of more than one director (and to the email address of the Company pursuant<br> to Article 15.4(c)).
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32
15.2 Without<br> limitation to the preceding Article, a director may appoint an alternate for a particular<br> meeting by sending an email to his fellow directors informing them that they are to take<br> such email as notice of such appointment for such meeting. Such appointment shall be effective<br> without the need for a signed notice of appointment or the giving of notice to the Company<br> in accordance with Article 15.4.
15.3 A<br> director may revoke his appointment of an alternate at any time. No revocation shall take<br> effect until the director has given notice of the revocation to the other directors. Such<br> notice must be given by either of the methods specified in Article 15.1.
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15.4 A<br> notice of appointment or removal of an alternate director must also be given to the Company<br> by any of the following methods:
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(a) by<br> notice in writing in accordance with the notice provisions;
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(b) if<br> the Company has a facsimile address for the time being, by sending by facsimile transmission<br> to that facsimile address a facsimile copy or, otherwise, by sending by facsimile transmission<br> to the facsimile address of the Company's registered office a facsimile copy (in either case,<br> the facsimile copy being deemed to be the notice unless Article 30.7 applies), in which event<br> notice shall be taken to be given on the date of an error-free transmission report from the<br> sender’s fax machine;
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(c) if<br> the Company has an email address for the time being, by emailing to that email address a<br> scanned copy of the notice as a PDF attachment or, otherwise, by emailing to the email address<br> provided by the Company's registered office a scanned copy of the notice as a PDF attachment<br> (in either case, the PDF version being deemed to be the notice unless Article 30.7 applies),<br> in which event notice shall be taken to be given on the date of receipt by the Company or<br> the Company's registered office (as appropriate) in readable form; or
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(d) if<br> permitted pursuant to the notice provisions, in some other form of approved Electronic Record<br> delivered in accordance with those provisions in writing.
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Notices

15.5 All<br> notices of meetings of directors shall continue to be given to the appointing director and<br> not to the alternate. 
33

Rights of alternate director

15.6 An<br> alternate director shall be entitled to attend and vote at any board meeting or meeting of<br> a committee of the directors at which the appointing director is not personally present,<br> and generally to perform all the functions of the appointing director in his absence.
15.7 For<br> the avoidance of doubt:
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(a) if<br> another director has been appointed an alternate director for one or more directors, he shall<br> be entitled to a separate vote in his own right as a director and in right of each other<br> director for whom he has been appointed an alternate; and
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(b) if<br> a person other than a director has been appointed an alternate director for more than one<br> director, he shall be entitled to a separate vote in right of each director for whom he has<br> been appointed an alternate.
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15.8 An<br> alternate director, however, is not entitled to receive any remuneration from the Company<br> for services rendered as an alternate director.
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Appointment ceases when the appointor ceases to be a director

15.9 An<br> alternate director shall cease to be an alternate director if the director who appointed<br> him ceases to be a director.

Status of alternate director

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

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

Powers of directors

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

16.3 The<br> directors may appoint a director:
(a) as<br> chairman of the board of directors;
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(b) as<br> managing director;
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(c) to<br> any other executive office
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for such period and on such terms, including as to remuneration, as they think fit.

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

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

Remuneration

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

16.14 The<br> directors may release or disclose to a third party any information regarding the affairs<br> of the Company, including any information contained in the register of members relating to<br> a Member, (and they may authorise any director, Officer or other authorised agent of the<br> Company to release or disclose to a third party any such information in his possession) if:
(a) the<br> Company or that person, as the case may be, is lawfully required to do so under the laws<br> of any jurisdiction to which the Company is subject; or
--- ---
(b) such<br> disclosure is in compliance with the rules of any stock exchange upon which the Company's<br> shares are listed; or
--- ---
(c) such<br> disclosure is in accordance with any contract entered into by the Company; or
--- ---
(d) the<br> directors are of the opinion such disclosure would assist or facilitate the Company’s<br> operations.
--- --- 
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17 Delegation<br> of powers

Power to delegate any of the directors' powers to a committee

17.1 The<br> directors may delegate any of their powers to any committee consisting of one or more persons<br> who need not be Members. Persons on the committee may include non-directors so long as the<br> majority of those persons are directors.
17.2 The<br> delegation may be collateral with, or to the exclusion of, the directors' own powers.
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17.3 The<br> delegation may be on such terms as the directors think fit, including provision for the committee<br> itself to delegate to a sub-committee; save that any delegation must be capable of being<br> revoked or altered by the directors at will.
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17.4 Unless<br> otherwise permitted by the directors, a committee must follow the procedures prescribed for<br> the taking of decisions by directors.
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Power to appoint an agent of the Company

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

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

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

17.7 Any<br> power of attorney or other appointment may contain such provision for the protection and<br> convenience for persons dealing with the attorney or authorised signatory as the directors<br> think fit. Any power of attorney or other appointment may also authorise the attorney or<br> authorised signatory to delegate all or any of the powers, authorities and discretions vested<br> in that person. 
37

Power to appoint a proxy

17.8 Any<br> director may appoint any other person, including another director, to represent him at any<br> meeting of the directors. If a director appoints a proxy, then for all purposes the presence<br> or vote of the proxy shall be deemed to be that of the appointing director.
17.9 Articles<br> 15.1 to 15.4 inclusive (relating to the appointment by directors of alternate directors)<br> apply, mutatis mutandis, to the appointment of proxies by directors.
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17.10 A<br> proxy is an agent of the director appointing him and is not an officer of the Company.
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18 Meetings<br> of directors
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Regulation of directors' meetings

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

Calling meetings

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

Notice of meetings

18.3 Every<br> director shall be given notice of a meeting, although a director may waive retrospectively<br> the requirement to be given notice. Notice of a board meeting may be given to a Director<br> personally or by word of mouth or given in writing or by Electronic communications at such<br> address as he may from time to time specify for this purpose (or, if he does not specify<br> an address, at his last known address).

Period of notice

18.4 At<br> least five Clear Days’ notice of a meeting of directors must be given to directors.<br> But a meeting may be convened on shorter notice with the consent of all directors. 
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Use of technology

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

18.7 If<br> all the directors participating in a meeting are not in the same place, they may decide that<br> the meeting is to be treated as taking place wherever any of them is.

Quorum

18.8 The<br> quorum for the transaction of business at a meeting of directors shall be two unless the<br> directors fix some other number or unless the Company has only one director.

Voting

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

Validity

18.10 Anything<br> done at a meeting of directors is unaffected by the fact that it is later discovered that<br> any person was not properly appointed, or had ceased to be a director, or was otherwise not<br> entitled to vote.

Recording of dissent

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

39

Written resolutions

18.12 The<br> directors may pass a resolution in writing without holding a meeting if all directors sign<br> a document or sign several documents in the like form each signed by one or more of those<br> directors.
18.13 Despite<br> the foregoing, a resolution in writing signed by a validly appointed alternate director or<br> by a validly appointed proxy need not also be signed by the appointing director. But if a<br> written resolution is signed personally by the appointing director, it need not also be signed<br> by his alternate or proxy.
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18.14 Such<br> written resolution shall be as effective as if it had been passed at a meeting of the directors<br> duly convened and held; and it shall be treated as having been passed on the day and at the<br> time that the last director signs.
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Sole director's minute

18.15 Where<br> a sole director signs a minute recording his decision on a question, that record shall constitute<br> the passing of a resolution in those terms.
19 Permissible<br> directors' interests and disclosure
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Permissible interests subject to disclosure

19.1 Save<br> as expressly permitted by these Articles or as set out below, a director may not have a direct<br> or indirect interest or duty which conflicts or may possibly conflict with the interests<br> of the Company.
19.2 If,<br> notwithstanding the prohibition in the preceding Article, a director discloses to his fellow<br> directors the nature and extent of any material interest or duty in accordance with the next<br> Article, he may:
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(a) be<br> a party to, or otherwise interested in, any transaction or arrangement with the Company or<br> in which the Company is or may otherwise be interested;
--- ---
(b) be<br> interested in another body corporate promoted by the Company or in which the Company is otherwise<br> interested. In particular, the director may be a director, secretary or officer of, or employed<br> by, or be a party to any transaction or arrangement with, or otherwise interested in, that<br> other body corporate.
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19.3 Such<br> disclosure may be made at a meeting at a meeting of the board or otherwise (and, if otherwise,<br> it must be made in writing). The director must disclose the nature and extent of his direct<br> or indirect interest in or duty in relation to a transaction or arrangement or series of<br> transactions or arrangements with the Company or in which the Company has any material interest.
--- --- 
40
19.4 If<br> a director has made disclosure in accordance with the preceding Article, then he shall not,<br> by reason only of his office, be accountable to the Company for any benefit that he derives<br> from any such transaction or arrangement or from any such office or employment or from any<br> interest in any such body corporate, and no such transaction or arrangement shall be liable<br> to be avoided on the ground of any such interest or benefit.

Notification of interests

19.5 For<br> the purposes of the preceding Articles:
(a) a<br> general notice that a director gives to the other directors that he is to be regarded as<br> having an interest of the nature and extent specified in the notice in any transaction or<br> arrangement in which a specified person or class of persons is interested shall be deemed<br> to be a disclosure that he has an interest in or duty in relation to any such transaction<br> of the nature and extent so specified; and
--- ---
(b) an<br> interest of which a director has no knowledge and of which it is unreasonable to expect him<br> to have knowledge shall not be treated as an interest of his.
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19.6 A<br> director shall not be treated as having an interest in a transaction or arrangement if he<br> has no knowledge of that interest and it is unreasonable to expect the director to have that<br> knowledge.
--- ---

Voting where a director is interested in a matter

19.7 A<br> director may vote at a meeting of directors on any resolution concerning a matter in which<br> that director has an interest or duty, whether directly or indirectly, so long as that director<br> discloses any material interest pursuant to these Articles. The director shall be counted<br> towards a quorum of those present at the meeting. If the director votes on the resolution,<br> his vote shall be counted.
19.8 Where<br> proposals are under consideration concerning the appointment of two or more directors to<br> offices or employment with the Company or any body corporate in which the Company is interested,<br> the proposals may be divided and considered in relation to each director separately and each<br> of the directors concerned shall be entitled to vote and be counted in the quorum in respect<br> of each resolution except that concerning his or her own appointment.
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20 Minutes
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The Company shall cause minutes to be made in books kept for the purpose in accordance with the Act.

41
21 Accounts<br> and audit

Accounting and other records

21.1 The<br> directors must ensure that proper accounting and other records are kept, and that accounts<br> and associated reports are distributed in accordance with the requirements of the Act.

No automatic right of inspection

21.2 Members<br> are only entitled to inspect the Company's records if they are expressly entitled to do so<br> by law, or by resolution made by the directors or passed by Ordinary Resolution.

Sending of accounts and reports

21.3 The<br> Company's accounts and associated directors' report or auditor's report that are required<br> or permitted to be sent to any person pursuant to any law shall be treated as properly sent<br> to that person if:
(a) they<br> are sent to that person in accordance with the notice provisions: or
--- ---
(b) they<br> are published on a website providing that person is given separate notice of:
--- ---
(i) the<br> fact that publication of the documents has been published on the website;
--- ---
(ii) the<br> address of the website; and
--- ---
(iii) the<br> place on the website where the documents may be accessed; and
--- ---
(iv) how<br> they may be accessed.
--- ---
21.4 If,<br> for any reason, a person notifies the Company that he is unable to access the website, the<br> Company must, as soon as practicable, send the documents to that person by any other means<br> permitted by these Articles. This, however, will not affect when that person is taken to<br> have received the documents under the next Article.
--- ---

Time of receipt if documents are published on a website

21.5 Documents<br> sent by being published on a website in accordance with the preceding two Articles are only<br> treated as sent at least five Clear Days before the date of the meeting at which they are<br> to be laid if:
(a) the<br> documents are published on the website throughout a period beginning at least five Clear<br> Days before the date of the meeting and ending with the conclusion of the meeting; and
--- ---
(b) the<br> person is given at least five Clear Days' notice of the hearing.
--- --- 
42

Validity despite accidental error in publication on website

21.6 If,<br> for the purpose of a meeting, documents are sent by being published on a website in accordance<br> with the preceding Articles, the proceedings at that meeting are not invalidated merely because:
(a) those<br> documents are, by accident, published in a different place on the website to the place notified;<br> or
--- ---
(b) they<br> are published for part only of the period from the date of notification until the conclusion<br> of that meeting.
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When accounts are to be audited

21.7 Unless<br> the directors or the Members, by Ordinary Resolution, so resolve or unless the Act so requires,<br> the Company's accounts will not be audited. If the Members so resolve, the Company's accounts<br> shall be audited in the manner determined by Ordinary Resolution. Alternatively, if the directors<br> so resolve, they shall be audited in the manner they determine.
22 Financial<br> year
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Unless the directors otherwise specify, the financial year of the Company:

(a) shall<br> end on 31st December in the year of its incorporation and each following year; and
(b) shall<br> begin when it was incorporated and on 1st January each following year.
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23 Record<br> dates
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Except to the extent of any conflicting rights attached to Shares, the directors may fix any time and date as the record date for declaring or paying a dividend or making or issuing an allotment of Shares. The record date may be before or after the date on which a dividend, allotment or issue is declared, paid or made.

24 Dividends

Declaration of dividends by Members

24.1 Subject<br> to the provisions of the Act, the Company may by Ordinary Resolution declare dividends in<br> accordance with the respective rights of the Members but no dividend shall exceed the amount<br> recommended by the directors. 
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Payment of interim dividends and declaration of final dividends by directors

24.2 The<br> directors may pay interim dividends or declare final dividends in accordance with the respective<br> rights of the Members if it appears to them that they are justified by the financial position<br> of the Company and that such dividends may lawfully be paid.
24.3 Subject<br> to the provisions of the Act, in relation to the distinction between interim dividends and<br> final dividends, the following applies:
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(a) Upon<br> determination to pay a dividend or dividends described as interim by the directors in the<br> dividend resolution, no debt shall be created by the declaration until such time as payment<br> is made.
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(b) Upon<br> declaration of a dividend or dividends described as final by the directors in the dividend<br> resolution, a debt shall be created immediately following the declaration, the due date to<br> be the date the dividend is stated to be payable in the resolution.
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If the resolution fails to specify whether a dividend is final or interim, it shall be assumed to be interim.

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

24.5 Except<br> as otherwise provided by the rights attached to Shares, all dividends shall be declared and<br> paid according to the amounts paid up on the Shares on which the dividend is paid. All dividends<br> shall be apportioned and paid proportionately to the amount paid up on the Shares during<br> the time or part of the time in respect of which the dividend is paid. But if a Share is<br> issued on terms providing that it shall rank for dividend as from a particular date, that<br> Share shall rank for dividend accordingly. 
44

Right of set off

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

Power to pay other than in cash

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

24.8 A<br> dividend or other monies payable on or in respect of a Share may be paid in any of the following<br> ways:
(a) if<br> the Member holding that Share or other person entitled to that Share nominates a bank account<br> for that purpose - by wire transfer to that bank account; or
--- ---
(b) by<br> cheque or warrant sent by post to the registered address of the Member holding that Share<br> or other person entitled to that Share.
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24.9 For<br> the purpose of paragraph (a) of the preceding Article, the nomination may be in writing or<br> in an Electronic Record and the bank account nominated may be the bank account of another<br> person. For the purpose of paragraph (b) of the preceding Article, subject to any applicable<br> law or regulation, the cheque or warrant shall be made to the order of the Member holding<br> that Share or other person entitled to the Share or to his nominee, whether nominated in<br> writing or in an Electronic Record, and payment of the cheque or warrant shall be a good<br> discharge to the Company.
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24.10 If<br> two or more persons are registered as the holders of the Share or are jointly entitled to<br> it by reason of the death or bankruptcy of the registered holder (Joint Holders),<br> a dividend (or other amount) payable on or in respect of that Share may be paid as follows:
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(a) to<br> the registered address of the Joint Holder of the Share who is named first on the register<br> of members or to the registered address of the deceased or bankrupt holder, as the case may<br> be; or
--- ---
(b) to<br> the address or bank account of another person nominated by the Joint Holders, whether that<br> nomination is in writing or in an Electronic Record.
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45
24.11 Any<br> Joint Holder of a Share may give a valid receipt for a dividend (or other amount) payable<br> in respect of that Share.

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

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

Dividends unable to be paid or unclaimed

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

25.1 The<br> directors may resolve to capitalise:
(a) any<br> part of the Company's profits not required for paying any preferential dividend (whether<br> or not those profits are available for distribution); or
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(b) any<br> sum standing to the credit of the Company's share premium account or capital redemption reserve,<br> if any.
--- ---

The amount resolved to be capitalised must be appropriated to the Members who 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 must be given in either or both of the following ways:

(c) by<br> paying up the amounts unpaid on that Member's Shares;
(d) by<br> issuing Fully Paid Shares, debentures or other securities of the Company to that Member or<br> as that Member directs. The directors may resolve that any Shares issued to the Member in<br> respect of partly paid Shares (Original Shares) rank for dividend only to the extent<br> that the Original Shares rank for dividend while those Original Shares remain partly paid.
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46

Applying an amount for the benefit of members

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

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

Debits to share premium account

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

27.1 The<br> Company may have a seal if the directors so determine. 
47

Duplicate seal

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

When and how seal is to be used

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

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

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

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

Validity of execution

27.6 If<br> a document is duly executed and delivered by or on behalf of the Company, it shall not be<br> regarded as invalid merely because, at the date of the delivery, the Secretary, or the director,<br> or other Officer or person who signed the document or affixed the seal for and on behalf<br> of the Company ceased to be the Secretary or hold that office and authority on behalf of<br> the Company. 
48
28 Indemnity

Indemnity

28.1 To<br> the extent permitted by law, the Company shall indemnify each existing or former Secretary,<br> director (including alternate director), and other Officer of the Company (including an investment<br> adviser or an administrator or liquidator) and their personal representatives against:
(a) all<br> actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or<br> sustained by the existing or former Secretary or Officer in or about the conduct of the Company's<br> business or affairs or in the execution or discharge of the existing or former Secretary's<br> or Officer's duties, powers, authorities or discretions; and
--- ---
(b) without<br> limitation to paragraph (a), all costs, expenses, losses or liabilities incurred by the existing<br> or former Secretary or Officer in defending (whether successfully or otherwise) any civil,<br> criminal, administrative or investigative proceedings (whether threatened, pending or completed)<br> concerning the Company or its affairs in any court or tribunal, whether in the Islands or<br> elsewhere.
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No such existing or former Secretary or Officer, however, shall be indemnified in respect of any matter arising out of his own dishonesty.

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

Release

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

Insurance

28.4 To<br> the extent permitted by law, the Company may pay, or agree to pay, a premium in respect of<br> a contract insuring each of the following persons against risks determined by the directors,<br> other than liability arising out of that person's own dishonesty:
(a) an<br> existing or former director (including alternate director), Secretary or Officer or auditor<br> of:
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(i) the<br> Company;
--- --- 
49
(ii) a<br> company which is or was a subsidiary of the Company;
(iii) a<br> company in which the Company has or had an interest (whether direct or indirect); and
--- ---
(b) a<br> trustee of an employee or retirement benefits scheme or other trust in which any of the persons<br> referred to in paragraph (a) is or was interested.
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29 Notices
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Form of notices

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

Electronic communications

29.2 Without<br> limitation to Articles 15.1 to 15.4 inclusive (relating to the appointment and removal by<br> directors of alternate directors) and to Articles 17.8 to 17.10 inclusive (relating to the<br> appointment by directors of proxies), a notice may only be given to the Company in an Electronic<br> Record if:
(a) the<br> directors so resolve or otherwise accept the notice; and
--- ---
(b) any<br> Director or Officer provides the giver of the notice an electronic address to which the notice<br> may be sent and a notice is sent to that address within a reasonable period of time.
--- ---
29.3 A<br> notice may not be given by Electronic Record to a person other than the Company unless the<br> recipient has notified the giver of an Electronic address to which notice may be sent.
--- --- 
50

Persons authorised to give notices

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

Delivery of written notices

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

Joint holders

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

Signatures

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

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

Giving notice to a deceased or bankrupt Member

29.12 A<br> notice may be given by the Company to the persons entitled to a Share in consequence of the<br> death or bankruptcy of a Member by sending or delivering it, in any manner authorised by<br> these Articles for the giving of notice to a Member, addressed to them by name, or by the<br> title of representatives of the deceased, or trustee of the bankrupt or by any like description,<br> at the address, if any, supplied for that purpose by the persons claiming to be so entitled. 
51
29.13 Until<br> such an address has been supplied, a notice may be given in any manner in which it might<br> have been given if the death or bankruptcy had not occurred.

Date of giving notices

29.14 A<br> notice is given on the date identified in the following table.
Method for giving notices When taken to be given
--- ---
Personally At<br> the time and date of delivery
By<br> leaving it at the member's registered address At<br> the time and date it was left
If<br> the recipient has an address within the Islands, by posting it by prepaid post to the street or postal address of that recipient 48<br> hours after it was posted
If<br> the recipient has an address outside the Islands, by posting it by prepaid airmail to the street or postal address of that recipient 7<br> Clear Days after posting
By<br> Electronic Record (other than publication on a website), to recipient's Electronic address Within<br> 24 hours after it was sent
By<br> publication on a website See<br> the Articles about the time when notice of a meeting of Members or accounts and reports, as the case may be, are published on a website

Saving provision

29.15 None<br> of the preceding notice provisions shall derogate from the Articles about the delivery of<br> written resolutions of directors and written resolutions of Members. 
52
30 Authentication<br> of Electronic Records

Application of Articles

30.1 Without<br> limitation to any other provision of these Articles, any notice, written resolution or other<br> document under these Articles that is sent by Electronic means by a Member, or by the Secretary,<br> or by a director or other Officer of the Company, shall be deemed to be authentic if either<br> Article 30.2 or Article 30.4 applies.

Authentication of documents sent by Members by Electronic means

30.2 An<br> Electronic Record of a notice, written resolution or other document sent by Electronic means<br> by or on behalf of one or more Members shall be deemed to be authentic if the following conditions<br> are satisfied:
(a) the<br> Member or each Member, as the case may be, signed the original document, and for this purpose<br> Original Document includes several documents in like form signed by one or more of<br> those Members; and
--- ---
(b) the<br> Electronic Record of the Original Document was sent by Electronic means by, or at the direction<br> of, that Member to an address specified in accordance with these Articles for the purpose<br> for which it was sent; and
--- ---
(c) Article<br> 30.7 does not apply.
--- ---
30.3 For<br> example, where a sole Member signs a resolution and sends the Electronic Record of the original<br> resolution, or causes it to be sent, by facsimile transmission to the address in these Articles<br> specified for that purpose, the facsimile copy shall be deemed to be the written resolution<br> of that Member unless Article 30.7 applies.
--- ---

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

30.4 An<br> Electronic Record of a notice, written resolution or other document sent by or on behalf<br> of the Secretary or an Officer or Officers of the Company shall be deemed to be authentic<br> if the following conditions are satisfied:
(a) the<br> Secretary or the Officer or each Officer, as the case may be, signed the original document,<br> and for this purpose Original Document includes several documents in like form signed<br> by the Secretary or one or more of those Officers; and
--- ---
(b) the<br> Electronic Record of the Original Document was sent by Electronic means by, or at the direction<br> of, the Secretary or that Officer to an address specified in accordance with these Articles<br> for the purpose for which it was sent; and
--- --- 
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(c) Article<br> 30.7 does not apply.

This Article 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.

30.5 For<br> example, where a sole director signs a resolution and scans the resolution, or causes it<br> to be scanned, as a PDF version which is attached to an email sent to the address in these<br> Articles specified for that purpose, the PDF version shall be deemed to be the written resolution<br> of that director unless Article 30.7 applies.

Manner of signing

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

Saving provision

30.7 A<br> notice, written resolution or other document under these Articles will not be deemed to be<br> authentic if the recipient, acting reasonably:
(a) believes<br> that the signature of the signatory has been altered after the signatory had signed the original<br> document; or
--- ---
(b) believes<br> that the original document, or the Electronic Record of it, was altered, without the approval<br> of the signatory, after the signatory signed the original document; or
--- ---
(c) otherwise<br> doubts the authenticity of the Electronic Record of the document
--- ---

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

31 Transfer<br> by way of continuation
31.1 The<br> Company may, by Special Resolution, resolve to be registered by way of continuation in a<br> jurisdiction outside:
--- ---
(a) the<br> Islands; or
--- ---
(b) such<br> other jurisdiction in which it is, for the time being, incorporated, registered or existing.
--- --- 
54
31.2 To<br> give effect to any resolution made pursuant to the preceding Article, the directors may cause<br> the following:
(a) an<br> application be made to the Registrar of Companies to deregister the Company in the Islands<br> or in the other jurisdiction in which it is for the time being incorporated, registered or<br> existing; and
--- ---
(b) all<br> such further steps as they consider appropriate to be taken to effect the transfer by way<br> of continuation of the Company.
--- ---
32 Winding<br> up
--- ---

Distribution of assets in specie

32.1 If<br> the Company is wound up, the Members may, subject to these Articles and any other sanction<br> required by the Act, pass a Special Resolution allowing the liquidator to do either or both<br> of the following:
(a) to<br> divide in specie among the Members the whole or any part of the assets of the Company and,<br> for that purpose, to value any assets and to determine how the division shall be carried<br> out as between the Members or different classes of Members;
--- ---
(b) to<br> vest the whole or any part of the assets in trustees for the benefit of Members and those<br> liable to contribute to the winding up.
--- ---

No obligation to accept liability

32.2 No<br> Member shall be compelled to accept any assets if an obligation attaches to them.

The directors are authorised to present a winding up petition

32.3 The<br> directors have the authority to present a petition for the winding up of the Company to the<br> Grand Court of the Cayman Islands on behalf of the Company without the sanction of a resolution<br> passed at a general meeting.
33 Amendment<br> of Memorandum and Articles
--- ---

Power to change name or amend Memorandum

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

Power to amend these Articles

33.2 Subject<br> to the Act and as provided in these Articles, the Company may, by Special Resolution, amend<br> these Articles in whole or in part. 
55

Exhibit 99.2

TOP KINGWIN LTD

(incorporated in the Cayman Islands with limited liability)

FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING

to be held on August 14, 2025

(or any adjourned or postponed meeting thereof)

I/we, the undersigned acknowledges receipt of the Notice of Extraordinary General Meeting of Shareholders and Proxy Statement and, being the registered holder of the Class A/Class B Ordinary Shares, par value US$0.0025 per share (“Ordinary Shares”), of Top KingWin Ltd (the “Company”), hereby appoint Mr. Ruilin Xu, the CEO of the Company or (Name) of (Address) as my/our proxy to attend and act for me/us at Extraordinary General Meeting^1^ (or at any adjournment or postponement thereof) of the Company to be held at 9:00AM, Eastern Time, on August 14, 2025 at Room 1304, Building No. 25, Tian’an Headquarters Center, No. 555, North Panyu Avenue, Donghuan Street, Panyu District, Guangzhou, Guangdong Province, China (the “Meeting”).

My/our proxy is instructed to vote on the resolutions in respect of the matters specified in the Notice of the Extraordinary General Meeting as indicated below:

For Against Abstain
Proposal 1: It is resolved as an ordinary resolution that:
(a) with the exact effective date to be determined<br>by the board of directors of the Company (the “Board”) in its sole discretion, every twenty-five (25) issued and unissued<br>class A ordinary shares of par value USD0.0025 each in the share capital of the Company be consolidated into one (1) consolidated class<br>A ordinary share of par value USD0.0625 each and every twenty-five (25) issued and unissued class B ordinary shares of par value USD0.0025<br>each in the share capital of the Company be consolidated into one (1) consolidated class B ordinary share of par value USD0.0625 each,<br>so that following the Share Consolidation, the authorized share capital of the Company will be changed from USD31,250,000 divided into<br>10,000,000,000 class A ordinary shares of par value USD0.0025 each and 2,500,000,000 class B ordinary shares of par value USD0.0025 each<br>into USD31,250,000 divided into 400,000,000 class A ordinary shares of par value USD0.0625 each and 100,000,000 class B ordinary shares<br>of par value USD0.0625 each (together with 1(b), the “Share Consolidation”); and ☐ ☐ ☐
(b) no fractional shares be issued in connection with the<br>Share Consolidation and, in the event that a shareholder would otherwise be entitled to receive a fractional share upon the Share Consolidation,<br>the number of shares to be received by such shareholder be rounded up to the next highest whole number of shares. ☐ ☐ ☐
Proposal 2: It is resolved as a special<br>resolution, that subject to approval by the shareholders of Resolution 1 (the Share Consolidation) and conditional uupon the approval<br>of the effective date of the Share Consolidation by the Board, the third amended and restated memorandum and articles of association<br>(the “Amended M&AA”) be and are hereby approved and adopted as the new memorandum and articles of association<br>of the Company in substitution for and to the exclusion of the existing amended and restated memorandum and articles of association of<br>the Company to reflect, inter alias, the Share Consolidation with effect from the effective date of the Share Consolidation; and ☐ ☐ ☐
Proposal 3: It is resolved as an ordinary resolution that any one or more of the directors and officers of the Company be and is hereby authorized to do all such acts and things and execute all such documents and deliver all such documents, which are ancillary to the Share Consolidation and the adoption of the Amended M&AA, including but not limited to, determining the exact effective date of the Share Consolidation and making any relevant registrations and filings with any authorities in accordance with the applicable laws, rules and regulations, as any of them considers necessary, desirable or expedient to give effect to the foregoing arrangements for the Share Consolidation; the registered office provider of the Company be instructed to make all necessary filings with the Registrar of Companies of the Cayman Islands in connection with the Share Consolidation; and the Company’s transfer agent be instructed to update the register of members of the Company and that upon the surrender to the Company of the existing share certificates (if any) that they be cancelled and that any director of the Company be instructed to prepare, sign, seal and deliver on behalf of the Company new share certificates accordingly (the “Authorization of Directors”). ☐ ☐ ☐
Dated _________, 2025
---
Signature(s) _________________________
Name of Signatory ___________________
Name of Shareholder _________________
^1^ If any proxy other than the CEO of the Company is preferred,<br>insert the name and address of the proxy desired in the space provided and strike out “Mr. Ruilin Xu, the CEO of the Company or”.<br>A proxy need not be a shareholder. Any alteration made to this form of proxy must be initialed by the person(s) who sign(s) it.
--- ---

Notes:

1. Only the holders of record of the Class A and Class B Ordinary Shares of the Company at the close of business<br>on August 5, 2025, New York time, should use this form of proxy.
2. Please indicate your voting preference by ticking, or inserting in the number of shares to be voted for<br>or against or to abstain, the boxes above in respect of each resolution. If NO instruction is given, your proxy will vote or abstain from<br>voting at his/her discretion. If any other matter properly comes before the Extraordinary General Meeting, or any adjournment or postponement<br>thereof, which may properly be acted upon, unless otherwise indicated, your proxy will vote or abstain from voting at his/her discretion.
--- ---
3. Any alteration made to this form of proxy must be initialed by the person(s) who sign(s) it.
--- ---
4. This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of<br>a corporation, must be either under seal or executed under the hand of an officer or attorney duly authorized to sign the same. In the<br>case of joint holders, all holders must sign.
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5. This form of proxy and any authority under which it is executed (or a notarized and/or duly certified<br>copy of such authority) must be returned to the attention of Mr. Ruilin Xu, Room 1304, Building No. 25, Tian’an Headquarters Center,<br>No. 555, North Panyu Avenue, Donghuan Street, Panyu District, Guangzhou, Guangdong Province, China, no later than the time for holding<br>the Extraordinary General Meeting or any adjournment thereof.
--- ---
6. Completion and return of the form of proxy will not prevent you from attending and voting in person at<br>the Extraordinary General Meeting.
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