WCT 0001213900-26-091888 6-K Filing: Aug 20, 2026

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUERPURSUANT TO RULE 13a-16 OR 15d-16UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of August 2026

Commission File Number: 001-42294

Wellchange Holdings Company Limited

Unit 7 On 25th Floor, Global Gateway Tower, No. 63 Wing Hong Street,

Kowloon, Hong Kong

(Address of principal executive offices)

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 ☐

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

In connection with (i) a meeting of the holders of class B ordinary shares and (ii) an extraordinary general meeting of shareholders of Wellchange Holdings Company Limited (the “Company”), attached hereto and incorporated by reference herein are the Notice of Extraordinary General Meeting and Proxy Statement, the Form of Proxy Card for the Class B Meeting and the Form of Proxy Card for the Extraordinary General Meeting.

EXHIBIT INDEX

Exhibit No.	Description
99.1	Notice of Extraordinary General Meeting and Proxy Statement
99.2	Form of Proxy Card for the Class B Meeting
99.3	Form of Proxy Card for the Extraordinary General Meeting

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.

	Wellchange Holdings Company Limited
Date: August 20, 2026	By:	/s/ Shek Kin Pong
	Name:	Shek Kin Pong
	Title:	Chief Executive Officer

Exhibit99.1

WellchangeHoldings Company Limited

Unit 7 On 25th Floor, Global Gateway Tower, No. 63 Wing Hong Street,

Kowloon, Hong Kong

NOTICEOF A MEETING OF THE HOLDERS OF CLASS B ORDINARY SHARES

To be held on Wednesday, September 2, 2026 at 10:00 a.m. Hong Kong Time (Tuesday, September 1, 2026 at 10:00 p.m. Eastern Time)

(or any adjournment(s) or postponement(s) thereof)

AND

NOTICEOF AN EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

To Be Held Immediately Following the Meeting of the Holders of the Class B Ordinary Shares

(or any adjournment(s) or postponement(s) thereof)

NOTICEOF A MEETING OF THE HOLDERS OF CLASS B ORDINARY SHARES

Notice is hereby given that a meeting of the holders of class B ordinary shares of a par value of US$0.000005 each (the “Class B Ordinary Shares”) of the Company (the “Class B Meeting”), will be held on Wednesday, September 2, 2026 at 10:00 a.m. Hong Kong Time (Tuesday, September 1, 2026 at 10:00 p.m. Eastern Time), at Unit 7 On 25th Floor, Global Gateway Tower, No. 63 Wing Hong Street, Kowloon, Hong Kong, for the purpose of considering and, if thought fit, passing the following resolution:

By a special resolution of the holders of Class B Ordinary Shares, being the affirmative vote of not less than two-thirds (2/3) of the votes cast by the holders of Class B Ordinary Shares present in person or by proxy and entitled to vote at the Class B Meeting, to approve, insofar as the same constitutes a variation or abrogation of the rights attached to the Class B Ordinary Shares, (i) the consolidation of every five (5) issued and unissued Class A Ordinary Shares into one (1) Class A Ordinary Share, at an aggregate ratio of one-for-five (1-for-5) (the “Class A Share Consolidation”), and (ii) the adoption of the sixth amended and restated memorandum and articles of association of the Company, in each case as contemplated by Proposal One and Proposal Two to be considered at the EGM (the “Class B Proposal”).

The Company’s board of directors urges shareholders to vote “FOR” the Class B Proposal.

A proxy statement describing the matters to be considered at the Class B Meeting is attached to this Notice.

NOTICEOF AN EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

Notice is hereby given that an extraordinary general meeting of shareholders of the Company (the “EGM”, and together with the Class B Meeting, the “Meetings”) will be held immediately following the Class B Meeting on Wednesday, September 2, 2026, at Unit 7 On 25th Floor, Global Gateway Tower, No. 63 Wing Hong Street, Kowloon, Hong Kong, for the purpose of considering and, if thought fit, passing and approving the following resolutions:

ProposalOne. As an ordinary resolution: (a) subject to and conditional upon the Class B Proposal being passed at the Class B Meeting, to approvethe consolidation of every five (5) issued and unissued Class A Ordinary Shares of a par value of US$0.000005 each into one (1) ClassA Ordinary Share of a par value of US$0.000025 each, at an aggregate ratio of one-for-five (1-for-5) (the “Class A Share Consolidation”),with effect from the day immediately following the date of the EGM, with the par value of each Class A Ordinary Share of US$0.000005being increased proportionally to US$0.000025 so that the aggregate authorized share capital of the Company attributable to the ClassA Ordinary Shares remains unchanged, with the Class B Ordinary Shares remaining unconsolidated, and with the conversion rate applicableto the Class B Ordinary Shares being adjusted in accordance with the Company’s then effective memorandum and articles of association;(b) to approve that any fractional Class A Ordinary Shares created as a result of the Class A Share Consolidation shall be rounded upto the nearest whole share at the holder level; and (c) to authorize each director and/or officer of the Company, for and on behalf ofthe Company, to take all such actions and execute, deliver and file all such documents, notices, confirmations, applications and instrumentsas he or she may consider necessary, desirable or appropriate to give effect to the Class A Share Consolidation, including updating theregister of members of the Company, making or procuring the filing of the resolution and/or any other required return, notice or filingwith the Registrar of Companies in the Cayman Islands in respect of the Class A Share Consolidation and the resulting alteration of theauthorized share capital of the Company, and, if considered desirable for housekeeping or consistency purposes, preparing, adopting and/orfiling an updated memorandum and articles of association of the Company reflecting such alteration, and making or procuring any filings,notifications or submissions with any other applicable governmental, regulatory or self-regulatory authority or service provider.

The Board urges shareholders to vote “FOR” Proposal One.

ProposalTwo. By a special resolution, that the Company adopt the sixth amended and restated memorandum and articles of association of the Company(the “Sixth A&R M&A”), in the form attached as Annex A to the accompanying Proxy Statement, in substitution for,and to the exclusion of, the Company’s existing amended and restated memorandum and articles of association (the “CurrentM&A”), with immediate effect from the date of passing this resolution, in order to reflect (i) the Class A Share Consolidation,if approved and effected, and the authorized share capital of the Company as a result of the Class A Share Consolidation, being US$50,000.00divided into 1,980,000,000 Class A Ordinary Shares of par value USD0.000025 each and 100,000,000 Class B Ordinary Shares of par valueUSD0.000005 each; (ii) the amendment to the provisions under the section titled Written Resolutions under the Current M&A such that,among other things (a) no minimum period need elapse between the giving of the copy of the proposed resolutions to be passed by the shareholdersin writing (including an accompanying statement of the directors of the Company summarizing such proposed resolutions and effect) andthe signing of such proposed resolutions by the shareholders; (b) the record date for a written resolution shall be the date on whichthe copy of the proposed resolutions to be passed by the shareholders in writing (including an accompanying statement of the directorsof the Company summarizing such proposed resolutions and effect) are first given; and (c) such proposed resolutions to be passed as writtenresolutions shall take effect (x) in the case of an ordinary resolution, on the date on which the shareholders representing the requisitemajority have signed the resolution (or such later date as the resolutions may specify) and (y) in the case of a special resolution,on the date on which the last shareholder whose signature is required to pass the resolutions signs the resolutions; and (iii) the exclusivejurisdiction for dispute resolution in respect of certain Cayman law and internal affairs claims, subject to the carve-outs set out thereinagainst the Company. (the “Sixth A&R M&A Adoption Proposal”).

The Board urges shareholders to vote “FOR” Proposal Two.

ProposalThree. by an ordinary resolution, that any one or more directors of the Company be and is/are hereby authorised, on behalf of the Company,to do all such acts and things and to execute all such documents, including under seal where applicable, as he/she/they may considernecessary, desirable or expedient to give effect to the Share Consolidation and the Adoption of the Sixth A&R M&A and the otherproposals under the foregoing resolutions, in each case only to the extent duly approved by shareholders and only for administrative,ancillary or implementation purposes; and that the registered office service provider of the Company be and is hereby authorised andinstructed to make all necessary filings with the Registrar of Companies of the Cayman Islands in respect of the foregoing resolutions.

The Board urges shareholders to vote “FOR” Proposal Three.

ProposalFour. By an ordinary resolution, the chairman of the Meetings be authorized to adjourn either or both of the Class B Meeting and theEGM to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficientvotes for, or otherwise in connection with, the approval of the Class B Proposal, Proposal One, Proposal Two or Proposal Three (the “Adjournment”).

The Board urges shareholders to vote “FOR” Proposal Four.

Holders of record of the Company’s Class A Ordinary Shares and Class B Ordinary Shares at the close of business on August 17, 2026 (the “Record Date”) are entitled to receive notice of, and to attend and vote at, the Meetings (subject, in the case of the Class B Meeting, to holding Class B Ordinary Shares as of the Record Date).

Shortnotice of the Meetings. The Articles require that at least seven (7) Clear Days’ notice be given for any general meeting. However, Article 10.13 of the Articles provides that a general meeting may be convened on shorter notice with the consent of the Member or Members who, individually or collectively, hold at least ninety percent (90%) of the voting rights of all those who have a right to vote at that meeting. As of the Record Date, the Company’s controlling shareholder holds in excess of ninety percent (90%) of the total voting power of the Company (and 100% of the Class B Ordinary Shares) and intends to consent to the holding of each of the Class B Meeting and the EGM on shorter notice by completing and returning the enclosed Consent to Short Notice. Accordingly, the Meetings may be held on less than seven (7) Clear Days’ notice, and, because the controlling shareholder also intends to vote in favor of each of the proposals, approval of the proposals is effectively assured.

A proxy statement describing the matters to be considered at the Meetings is attached to this Notice.

This notice, proxy statement, and forms of proxy card are being distributed and made available on or about August 20, 2026.

Your vote is important. Whether or not you plan to attend the Meetings, the Board hopes that you will vote as soon as possible. You may vote your shares by either completing, signing and returning the accompanying proxy card(s) or casting your vote over the Internet.

By Order of the Board of Directors,

Sincerely,

/s/<br> Shek Kin Pong
Shek<br> Kin Pong
Chief<br> Executive Officer

IMPORTANTNOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE MEETING OF THE HOLDERS OF CLASS B ORDINARY SHARES AND THE EXTRAORDINARYGENERAL MEETING OF SHAREHOLDERS OF THE COMPANY TO BE HELD ON SEPTEMBER 2, 2026.

WellchangeHoldings Company Limited

Unit 7 On 25th Floor, Global Gateway Tower, No. 63 Wing Hong Street,

Kowloon, Hong Kong

PROXYSTATEMENT

The board of directors (the “Board”) of Wellchange Holdings Company Limited, a Cayman Islands exempted company (the “Company,” or “we”), is furnishing this Proxy Statement and the accompanying proxy cards to you to solicit your proxy to vote at (i) a meeting of the holders of Class B Ordinary Shares (the “Class B Meeting”) and (ii) the extraordinary general meeting of shareholders of the Company (the “EGM”, and together with the Class B Meeting, the “Meetings”). The Meetings will be held consecutively on Wednesday, September 2, 2026, commencing at 10:00 a.m., Hong Kong Time (Tuesday, September 1, 2026 at 10:00 p.m. Eastern Time), at Unit 7 On 25th Floor, Global Gateway Tower, No. 63 Wing Hong Street, Kowloon, Hong Kong.

QUESTIONSAND ANSWERS ABOUT THE MEETINGS

Whatis this proxy statement?

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

Whatis the purpose of the Meetings?

At the Meetings, our shareholders will act upon the matters described in this proxy statement.

These matters include, at the Class B Meeting, the Class B Proposal; and at the EGM, 1) the Class A Share Consolidation, 2) the adoption of the Sixth A&R M&A; 3) the authorization of related administrative and filing actions; and 4) the Adjournment, if necessary.

Whatare the Board’s recommendations?

Our Board recommends that you vote:

	●	FOR<br> the Class B Proposal (Class B Meeting);
●	FOR<br> the Class A Share Consolidation (Proposal One);
---	---
●	FOR<br> the adoption of the Sixth A&R M&A (Proposal Two);
---	---
●	FOR<br> the authorization of related administrative filing actions (Proposal Three); and
---	---
●	FOR<br> the Adjournment, if necessary (Proposal Four).
---	---

Whois entitled to attend and vote at the Meetings?

Only holders of record of the relevant class of shares at the close of business on August 17, 2026, which we refer to as the Record Date, are entitled to receive notice of, and to attend and vote at, the applicable Meeting. As of the Record Date, there were 2,905,328 Class A Ordinary Shares, par value US$0.000005 each, and 1,625,043 Class B Ordinary Shares, par value US$0.000005 each, issued and outstanding. Holders of Class A Ordinary Shares as of the Record Date are entitled to one (1) vote, and holders of Class B Ordinary Shares as of the Record Date are entitled to one hundred (100) votes, for each share held as of the Record Date on each of the proposals on which the relevant class is entitled to vote.

Whatis the difference between holding shares as a shareholder of record and as a beneficial owner?

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

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

Howdo I vote my shares?

Shareholders who wish to exercise their votes must submit a proxy card to appoint the Chairman of the relevant Meeting to cast votes on their behalf. If you are a shareholder of record, you have the following voting options:

To vote by Internet

1) Visit www.proxyvote.com or scan the QR code on your voting card.

To vote by Telephone

1) Call the telephone number on your voting card or email.

To vote by Mail

1) Check the appropriate boxes on the voting instruction form.

2) Sign, date, and return your voting card in the enclosed envelope.

If you vote via the internet, your electronic vote authorizes the named proxies in the same manner as if you signed, dated, and returned your proxy card. If you vote via the internet, do not return your proxy card.

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

Please note that the latest we will accept voting is on September 1, 2026, at 10:00 a.m., Hong Kong Time (August 31, 2026, at 10:00 p.m., Eastern Time).

If you vote by proxy, the individuals named on the proxy card (your “proxies”) will vote your shares in the manner you indicate. You may specify how your shares should be voted for each of the proposals. If you grant a proxy without indicating your voting instructions, your shares will be voted as follows:

	●	FOR<br> the Class B Proposal (if you hold Class B Ordinary Share);
●	FOR<br> each of Proposal One, Proposal Two, Proposal Three and Proposal Four at the EGM.
---	---

Whatconstitutes a quorum?

According to the Company’s amended and restated memorandum and articles of association, (i) the presence in person or by proxy of one or more persons holding, or representing by proxy not less than one-third (1/3) of the issued Class B Ordinary Shares shall be a quorum for the Class B Meeting; and (ii) the presence in person or by proxy of one or more shareholders holding shares that represent not less than one-third (1/3) of the outstanding shares carrying the right to vote at the EGM, in each case for the transaction of business except as otherwise provided by law.

Whatis a broker “non-vote” and what is its effect on voting?

If you are a beneficial owner of shares held in street name and do not provide the organization that holds your shares with specific voting instructions, under the rules of various national and regional securities exchanges, the organization that holds your shares may generally vote on routine matters but cannot vote on non-routine matters. If the organization that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, the organization that holds your shares does not have the authority to vote on the matter with respect to those shares. This is generally referred to as a “broker non-vote.”

Whatis required to approve each item?

	●	The<br> Class B Proposal shall be passed by way of a special resolution of the holders of Class B Ordinary Shares, being the affirmative<br> vote of a majority of not less than two-thirds (2/3rds) of the votes cast by such holders as, being entitled to do so, vote in person<br> or by proxy at the Class B Meeting.
●	Proposal<br> One (Class A Share Consolidation) shall be passed by way of an ordinary resolution, being<br> the affirmative vote of a simple majority of such shareholders as, being entitled to do so,<br> vote in person or by proxy at the EGM (and, where a poll is taken, regard shall be had in<br> computing a majority to the number of votes to which each shareholder is entitled). Proposal<br> One is conditional upon the Class B Proposal being passed at the Class B Meeting.
---	---
●	Proposal<br> Two (Sixth A&R M&A Adoption Proposal) shall be passed by way of a special resolution,<br> being the affirmative vote of a majority of not less than two-thirds (2/3) of such shareholders<br> as, being entitled to do so, vote in person or by proxy at the EGM (and, where a poll is<br> taken, regard shall be had in computing a majority to the number of votes to which each shareholder<br> is entitled).
---	---
●	Proposal<br> Three (authorization of related administrative filing actions) shall be passed by way of<br> an ordinary resolution, being the affirmative vote of a simple majority of such shareholders<br> as, being entitled to do so, vote in person or by proxy at the EGM (and where a poll is taken,<br> regard shall be had in computing a majority to the number of votes to which each shareholder<br> is entitled).
---	---
●	Proposal<br> Four (Adjournment) shall be passed by way of an ordinary resolution, being the affirmative<br> vote of a simple majority of such shareholders as, being entitled to do so, vote in person<br> or by proxy at the EGM (and where a poll is taken, regard shall be had in computing a majority<br> to the number of votes to which each shareholder is entitled).
---	---

For the purpose of determining whether the shareholders have approved any of the Class B Proposal, Proposal One, Proposal Two, Proposal Three and Proposal Four, abstentions and broker non-votes, if any, will not be counted as votes cast and will not affect the outcome of the relevant proposal, although they will be counted for purposes of determining whether there is a quorum present at the applicable Meeting.

Howwill shares represented by properly executed proxies be voted?

All shares represented by proper proxies will, unless such proxies have previously been revoked, be voted in accordance with the instructions indicated in such proxies. If you do not provide voting instructions, your shares will be voted in accordance with the Board’s recommendations as set forth herein.

CanI change my vote or revoke my proxy?

Any shareholder executing a proxy has the power to revoke such proxy at any time prior to its exercise. You may revoke your proxy prior to exercise by:

	●	filing<br> with us a written notice of revocation of your proxy;
	●	submitting<br> a properly signed proxy card by mail, email or fax bearing a later date;
---	---	---
	●	voting<br> over the Internet; or
---	---	---
	●	voting<br> in person at the applicable Meeting.
---	---	---

Whatdoes it mean if I receive more than one set of proxy materials?

If your shares are registered under different names or are in more than one account, you may receive more than one set of proxy materials. To ensure that all your shares are voted, please vote through the Internet using each personal identification number you are provided, or complete, sign and date the multiple proxy cards relating to your multiple accounts. We encourage you whenever possible to have all accounts registered in the same name and address. You can accomplish this by contacting our transfer agent, Vstock Transfer, LLC, at 212-828-8436.

Whopaid for this proxy solicitation?

The cost of preparing, printing, assembling and mailing this proxy statement and other material furnished to shareholders in connection with the solicitation of proxies is borne by us.

Howdo I learn the results of the voting at the Meetings?

Preliminary results will be announced at the Meetings. Final results will be published in a Current Report on Form 6-K furnished to the SEC.

Howare proxies solicited?

In addition to the mail solicitation of proxies, our officers, directors, employees and agents may solicit proxies by written communication, telephone or personal call. These persons will receive no special compensation for any solicitation activities. We will reimburse banks, brokers and other persons holding shares for their expenses in forwarding proxy solicitation materials to beneficial owners.

Whatis “householding?”

“Householding” means that we deliver a single set of proxy materials when requested to households with multiple shareholders, provided certain conditions are met. Householding reduces our printing and mailing costs.

If you or another shareholder of record sharing your address would like to receive an additional copy of the proxy materials, we will promptly deliver it to you upon your request by sending a written request by mail to: Wellchange Holdings Company Limited, Unit 7 On 25th Floor, Global Gateway Tower, No. 63 Wing Hong Street, Kowloon, Hong Kong. If you would like to opt out of householding in future mailings, or if you are currently receiving multiple mailings at one address and would like to request householder mailings, you may do so by contacting our Corporate Secretary as indicated above.

CanI receive future shareholder communications electronically through the Internet?

Yes. You may elect to receive future notices of meetings, proxy materials and annual reports electronically through the Internet. To consent to electronic delivery, vote your shares using the Internet. At the end of the Internet voting procedure, the on-screen Internet voting instructions will tell you how to request that future shareholder communications be sent to you electronically. Once you consent to electronic delivery, you must vote your shares using the Internet and your consent will remain in effect until withdrawn. You may withdraw this consent at any time during the voting process and resume receiving shareholder communications in print form.

Whommay I contact for further assistance?

If you have any questions about giving your proxy or require any assistance, please contact the Company at its principal executive offices at Unit 7 On 25th Floor, Global Gateway Tower, No. 63 Wing Hong Street, Kowloon, Hong Kong.

The proposal for the Class B Meeting is as follows:

THECLASS B PROPOSAL

Background

At the Class B Meeting, the holders of Class B Ordinary Shares are being asked to approve, insofar as the same constitutes a variation or abrogation of the rights attached to the Class B Ordinary Shares, (i) the Class A Share Consolidation and (ii) the adoption of the Sixth A&R M&A. Because the Class A Share Consolidation will result in an adjustment to the conversion rate applicable to the Class B Ordinary Shares, and because the Sixth A&R M&A gives effect to that adjustment and the related changes, these matters may affect the rights attached to the Class B Ordinary Shares, and Cayman Islands law and the Company’s amended and restated memorandum and articles of association require that they be sanctioned by the holders of Class B Ordinary Shares voting as a separate class. The Class B Proposal is being submitted for that purpose.

VoteRequired

The affirmative vote of a majority of not less than two-thirds (2/3) of the votes cast by the holders of the Class B Ordinary Shares present in person or by proxy and entitled to vote at the Class B Meeting is required to approve this Proposal. Unless otherwise instructed on the proxy or unless authority to vote is withheld, shares represented by executed proxies will be voted “FOR” this Proposal. Abstentions and broker non-votes, if any, will not be counted as votes cast and will not affect the outcome of this Proposal, although they will be counted for purposes of determining whether there is a quorum present.

Recommendationof the Board of Directors

THEBOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE HOLDERS OF CLASS B ORDINARY SHARES VOTE “FOR” THE CLASS B PROPOSAL.

The proposals for the EGM are as follows:

PROPOSALONE

CLASSA SHARE CONSOLIDATION

Background

The Board has determined that it is advisable and in the best interest of the Company and its shareholders to consolidate the Class A Ordinary Shares at an aggregate ratio of one-for-five (1-for-5), among other reasons, to increase the per-share trading price of the Class A Ordinary Shares and to support compliance with the minimum bid price requirement of the Nasdaq Stock Market. Only the Class A Ordinary Shares will be subject to the Class A Share Consolidation; the Class B Ordinary Shares will remain unconsolidated, with the conversion rate applicable to the Class B Ordinary Shares adjusted in accordance with the Company’s then effective memorandum and articles of association. The Class A Share Consolidation will take effect on the day immediately following the date of the EGM, with the par value of each Class A Ordinary Share increased proportionally so that the aggregate authorized share capital attributable to the Class A Ordinary Shares remains unchanged, and with any fractional Class A Ordinary Shares rounded up to the nearest whole share at the holder level. Proposal One is conditional upon the Class B Proposal being passed at the Class B Meeting.

VoteRequired

The affirmative vote of a simple majority of such shareholders as, being entitled to do so, vote in person or by proxy at the EGM is required to approve this Proposal. In addition, Proposal One is conditional upon the Class B Proposal being passed at the Class B Meeting. Unless otherwise instructed on the proxy or unless authority to vote is withheld, shares represented by executed proxies will be voted “FOR” this Proposal. Abstentions and broker non-votes, if any, will not be counted as votes cast and will not affect the outcome of this Proposal, although they will be counted for purposes of determining whether there is a quorum present.

Recommendationof the Board of Directors

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

PROPOSALTWO

ADOPTIONOF THE SIXTH AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

Background

The Sixth A&R M&A Adoption Proposal, if adopted, would approve the adoption of the sixth amended and restated memorandum and articles of association of the Company (the “Sixth A&R M&A”), a form of which is attached to this Proxy Statement as Annex A, in substitution for, and to the exclusion of, the Current M&A, with immediate effect. The Sixth A&R M&A would reflect (i) the Class A Share Consolidation, if approved and effected, and the authorized share capital of the Company as a result of the Class A Share Consolidation, being US$50,000.00 divided into 1,980,000,000 Class A Ordinary Shares of par value USD0.000025 each and 100,000,000 Class B Ordinary Shares of par value USD0.000005 each; (ii) the amendment to the provisions under the section titled Written Resolutions under the Current M&A such that, among other things (a) no minimum period need elapse between the giving of the copy of the proposed resolutions to be passed by the shareholders in writing (including an accompanying statement of the directors of the Company summarizing such proposed resolutions and effect) and the signing of such proposed resolutions by the shareholders; (b) the record date for a written resolution shall be the date on which the copy of the proposed resolutions to be passed by the shareholders in writing (including an accompanying statement of the directors of the Company summarizing such proposed resolutions and effect) are first given; and (c) such proposed resolutions to be passed as written resolutions shall take effect (x) in the case of an ordinary resolution, on the date on which the shareholders representing the requisite majority have signed the resolution (or such later date as the resolutions may specify) and (y) in the case of a special resolution, on the date on which the last shareholder whose signature is required to pass the resolutions signs the resolutions; and (iii) the exclusive jurisdiction for dispute resolution in respect of certain Cayman law and internal affairs claims, subject to the carve-outs set out therein against the Company. (the “Sixth A&R M&A Adoption Proposal”) . Approval of the Sixth A&R M&A Adoption Proposal is not conditional upon the Class A Share Consolidation taking effect; if the Class A Share Consolidation does not take effect, the Sixth A&R M&A will take effect without reflecting the changes to the number and par value of the Class A Ordinary Shares contemplated by the Class A Share Consolidation.

VoteRequired

The affirmative vote of a majority of not less than two-thirds (2/3) of such shareholders as, being entitled to do so, vote in person or by proxy at the EGM is required to approve this Proposal as a special resolution. Unless otherwise instructed on the proxy or unless authority to vote is withheld, shares represented by executed proxies will be voted “FOR” this Proposal. Abstentions and broker non-votes, if any, will not be counted as votes cast and will not affect the outcome of this Proposal, although they will be counted for purposes of determining whether there is a quorum present.

Recommendationof the Board of Directors

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

PROPOSALTHREE

AUTHORIZATIONOF RELATED ADMINISTRATIVE FILINGS

Background

On August 17, 2026, the Board approved and directed that there be submitted to the shareholders of the Company for approval, the following ordinary resolution:

ProposalThree

By an ordinary resolution that with respect to the matters duly approved under these resolutions at the Meeting:

(a)	any<br> one or more directors of the Company be and is/are hereby authorized to do all such acts<br> and things and execute all such documents, which are ancillary to the Class A Share Consolidation<br> and the Adoption of the Sixth AR M&A and other proposals under the foregoing resolutions,<br> in each case only to the extent duly approved by shareholders and only for administrative<br> or ancillary implementation purposes, and of administrative nature, on behalf of the Company,<br> including under seal where applicable, as he/she/they consider necessary, desirable or expedient<br> to give effect to the foregoing resolutions; and
(b)	the<br> registered office service provider of the Company be and is hereby authorized and instructed<br> to make the necessary filings with the Registrar of Companies of the Cayman Islands in respect<br> of the foregoing resolutions.
---	---

(a)

any one or more directors of the Company be and is/are hereby authorized to do all such acts and things and execute all such documents, which are ancillary to the Class A Share Consolidation and the Adoption of the Sixth AR M&A and other proposals under the foregoing resolutions, in each case only to the extent duly approved by shareholders and only for administrative or ancillary implementation purposes, and of administrative nature, on behalf of the Company, including under seal where applicable, as he/she/they consider necessary, desirable or expedient to give effect to the foregoing resolutions; and

(b)

the registered office service provider of the Company be and is hereby authorized and instructed to make the necessary filings with the Registrar of Companies of the Cayman Islands in respect of the foregoing resolutions.

---

VoteRequired

The affirmative vote of a simple majority of such shareholders as, being entitled to do so, vote in person or by proxy at the EGM is required to approve this Proposal. Unless otherwise instructed on the proxy or unless authority to vote is withheld, shares represented by executed proxies will be voted “FOR” this Proposal. Abstentions and broker non-votes, if any, will not be counted as votes cast and will not affect the outcome of this Proposal, although they will be counted for purposes of determining whether there is a quorum present.

Recommendationof the Board of Directors

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

PROPOSALFOUR

ADJOURNMENT

Background

Proposal Four authorizes the chairman of the relevant Meeting to adjourn either or both of the Class B Meeting and the EGM to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Class B Proposal, Proposal One, Proposal Two or Proposal Three.

VoteRequired

Recommendationof the Board of Directors

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

OTHERMATTERS

As of the date of this Proxy Statement, the Board of Directors has no knowledge of any business which will be presented for consideration at the Meetings other than the Class B Proposal, the Class A Share Consolidation, the Sixth A&R M&A Adoption Proposal, and the Adjournment. Should any other matters be properly presented, it is intended that the enclosed proxy will be voted in accordance with the discretion of the persons named in the proxy.

WHEREYOU CAN FIND MORE INFORMATION

The Company files reports and other documents with the SEC under the Exchange Act. The Company’s SEC filings made electronically through the SEC’s EDGAR system are available to the public at the SEC’s website at http://www.sec.gov.

Date:<br> August 20, 2026	By<br> Order of the Board of Directors

	/s/ Shek Kin Pong
	Shek<br> Kin Pong
	Chief<br> Executive Officer

Annex A

Companies Act (Revised)<br><br> <br><br><br> <br>Company Limited by Shares<br><br> <br>
	<br><br> <br>Sixth Amended and Restated<br><br> <br><br><br> <br>Memorandumof AssociationofWellchange Holdings Company Limited
(Adopted by a special resolution passed on 2 September 2026)

Companies Act (Revised)

Company Limited by Shares

Sixth Amended and Restated

Memorandum of Association

Wellchange Holdings Company Limited

(Adopted by a special resolution passed on 2 September 2026)

1	The name<br> of the Company is Wellchange Holdings Company Limited.
2	The Registered<br> Office of the Company shall be at the offices of Ogier Global (Cayman) Limited, 89 Nexus<br> Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands, or at such other place in the Cayman<br> Islands as the directors may at any time decide.
---	---
3	The Company’s<br> objects are unrestricted. As provided by section 7(4) of the Companies Act (Revised), the<br> Company has full power and authority to carry out any object not prohibited by any law of<br> the Cayman Islands.
---	---
4	The Company<br> has unrestricted corporate capacity. Without limitation to the foregoing, as provided by<br> section 27 (2) of the Companies Act (Revised), the Company has and is capable of exercising<br> all the functions of a natural person of full capacity irrespective of any question of corporate<br> benefit.
---	---
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:
---	---
(a)	the business of a bank or trust company<br> without being licensed in that behalf under the Banks and Trust Companies Act (Revised);<br> or
---	---
(b)	insurance business from within the<br> Cayman Islands or the business of an insurance manager, agent, sub-agent or broker without<br> being licensed in that behalf under the Insurance Act (Revised);or
---	---
(c)	the business of company management<br> without being licensed in that behalf under the Companies Management Act (Revised).
---	---
6	Unless<br> licensed to do so, the Company will not trade in the Cayman Islands with any person, firm<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.
---	---
7	The Company is a company limited by shares and accordingly the liability<br>of each member is limited to the amount (if any) unpaid on that member’s shares.
---	---
8	The authorised share capital of the Company is USD50,000.00 divided into<br>1,980,000,000 Class A Ordinary Shares of par value USD0.000025 each and 100,000,000 Class B Ordinary Shares of par value USD0.000005 each.<br>Other than as set out in the preceding sentence, there is no limit on the number of Shares of any class which the Company is authorised<br>to issue. However, subject to the Companies Act (Revised) and the Company’s articles of association, the Company has power to do any one<br>or more of the following:
---	---
(a)	to redeem or repurchase any of its shares;
---	---
(b)	to increase or reduce its capital;
---	---
(c)	to issue any part of its capital (whether<br> original, redeemed, increased or reduced):
---	---
(i)	with or without any preferential, deferred,<br> qualified or special rights, privileges or conditions; or
---	---
(ii)	subject 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 alter any of those rights, privileges,<br> conditions, limitations or restrictions.
9	The Company<br> has power to register by way of continuation as a body corporate limited by shares under<br> the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman<br> Islands.
---	---
Companies Act (Revised)<br><br> <br><br><br> <br>Company Limited By Shares<br><br> <br>****
---	---
	Sixth<br> Amended and Restated<br><br> Articles of Association<br><br> of<br><br> Wellchange Holdings Company Limited<br><br> <br>****
(Adopted by a special resolution passed on 2 September 2026)

Contents

1	Definitions,<br> interpretation and exclusion of Table A	1
Definitions		1
Interpretation		4
Exclusion<br> of Table A Articles		5

2	Shares	5
Power<br> to issue Shares and options, with or without special rights		5
Power<br> to issue fractions of a Share		6
Power<br> to pay commissions and brokerage fees		6
Trusts<br> not recognised		6
Security<br> interests		6
Rights<br> of Shares		6
Power<br> to vary class rights		8
Effect<br> of new Share issue on existing class rights		8
No<br> bearer Shares or warrants		8
Treasury<br> Shares		8
Rights<br> attaching to Treasury Shares and related matters		8
Register<br> of Members		9
Annual<br> Return		9

3	Share<br> certificates	9
Issue<br> of share certificates		9
Renewal<br> of lost or damaged share certificates		10

4	Lien<br> on Shares	10
Nature<br> and scope of lien		10
Company<br> may sell Shares to satisfy lien		10
Authority<br> to execute instrument of transfer		11
Consequences<br> of sale of Shares to satisfy lien		11
Application<br> of proceeds of sale		11

5	Calls<br> on Shares and forfeiture	12
Power<br> to make calls and effect of calls		12
Time<br> when call made		12
Liability<br> of joint holders		12
Interest<br> on unpaid calls		12
Deemed<br> calls		12
Power<br> to accept early payment		13
Power<br> to make different arrangements at time of issue of Shares		13
Notice<br> of default		13
Forfeiture<br> or surrender of Shares		13
Disposal<br> of forfeited or surrendered Share and power to cancel forfeiture or surrender		13
Effect<br> of forfeiture or surrender on former Member		13
Evidence<br> of forfeiture or surrender		14
Sale<br> of forfeited or surrendered Shares		14

6	Transfer<br> of Shares	14
Form<br> of Transfer		14
Power<br> to refuse registration for Shares not listed on a Designated Stock Exchange		15
Suspension<br> of transfers		15
Company<br> may retain instrument of transfer		15
Notice<br> of refusal to register		15

7	Transmission<br> of Shares	16
Persons<br> entitled on death of a Member		16
Registration<br> of transfer of a Share following death or bankruptcy		16
Indemnity		16
Rights<br> of person entitled to a Share following death or bankruptcy		16

8	Alteration<br> of capital	16
Increasing,<br> consolidating, converting, dividing and cancelling share capital		16
Dealing<br> with fractions resulting from consolidation of Shares		17
Reducing<br> share capital		17

9	Redemption<br> and purchase of own Shares	17
Power<br> to issue redeemable Shares and to purchase own Shares		17
Power<br> to pay for redemption or purchase in cash or in specie		18
Effect<br> of redemption or purchase of a Share		18

10	Meetings<br> of Members	18
Annual<br> and extraordinary general meetings		18
Power<br> to call meetings		19
Content<br> of notice		19
Period<br> of notice		20
Persons<br> entitled to receive notice		20
Accidental<br> omission to give notice or non-receipt of notice		21

11	Proceedings<br> at meetings of Members	21
Quorum		21
Lack<br> of quorum		21
Chairman		22
Right<br> of a Director to attend and speak		22
Accommodation<br> of Members at Virtual Meeting		22
Security		22
Adjournment,<br> postponement and cancellation		23
Method<br> of voting		23
Taking<br> of a poll		23
Chairman’s<br> casting vote		23
Written<br> resolutions		23
Sole-Member<br> Company		25

12	Voting<br> rights of Members	25
Right<br> to vote		25
Rights<br> of joint holders		25
Representation<br> of corporate Members		26
Member<br> with mental disorder		26
Objections<br> to admissibility of votes		26
Form<br> of proxy		27
How<br> and when proxy is to be delivered		27
Voting<br> by proxy		28

13	Number<br> of Directors	29
14	Appointment,<br> disqualification and removal of Directors	29
---	---	---
First<br> Directors		29
No<br> age limit		29
Corporate<br> Directors		29
No<br> shareholding qualification		29
Appointment<br> of Directors		29
Board’s<br> power to appoint Directors		30
Removal<br> of Directors		30
Resignation<br> of Directors		30
Termination<br> of the office of Director		30

ii

15	Alternate<br> Directors	31
Appointment<br> and removal		31
Notices		32
Rights<br> of alternate Director		32
Appointment<br> ceases when the appointor ceases to be a Director		32
Status<br> of alternate Director		32
Status<br> of the Director making the appointment		32
16	Powers<br> of Directors	33
Powers<br> of Directors		33
Directors<br> below the minimum number		33
Appointments<br> to office		33
Provisions<br> for employees		34
Exercise<br> of voting rights		34
Remuneration		34
Disclosure<br> of information		35

17	Delegation<br> of powers	35
Power<br> to delegate any of the Directors’ powers to a committee		35
Local<br> boards		36
Power<br> to appoint an agent of the Company		36
Power<br> to appoint an attorney or authorised signatory of the Company		36
Borrowing<br> Powers		37
Corporate<br> Governance		37

18	Meetings<br> of Directors	37
Regulation<br> of Directors’ meetings		37
Calling<br> meetings		37
Notice<br> of meetings		37
Use<br> of technology		38
Quorum		38
Chairman<br> or deputy to preside		38
Voting		38
Recording<br> of dissent		38
Written<br> resolutions		39
Validity<br> of acts of Directors in spite of formal defect		39

19	Permissible<br> Directors’ interests and disclosure	39
20	Minutes	40
21	Accounts<br> and audit	40
---	---	---
Financial<br> year		40
Auditors		40

22	Record<br> dates	41

23	Dividends	41
Source<br> of dividends		41
Declaration<br> of dividends by Members		41
Payment<br> of interim dividends and declaration of final dividends by Directors		41
Apportionment<br> of dividends		42
Right<br> of set off		42
Power<br> to pay other than in cash		42
How<br> payments may be made		43
Dividends<br> or other monies not to bear interest in absence of special rights		43
Dividends<br> unable to be paid or unclaimed		44

iii

24	Capitalisation<br> of profits	44
Capitalisation<br> of profits or of any share premium account or capital redemption reserve;		44
Applying<br> an amount for the benefit of Members		44

25	Share<br> Premium Account	45
Directors<br> to maintain share premium account		45
Debits<br> to share premium account		45

26	Seal	45
Company<br> seal		45
Duplicate<br> seal		45
When<br> and how seal is to be used		45
If<br> no seal is adopted or used		46
Power<br> to allow non-manual signatures and facsimile printing of seal		46
Validity<br> of execution		46

27	Indemnity	46
Release		47
Insurance		47
28	Notices	47
Form<br> of notices		47
Electronic<br> communications		48
Persons<br> entitled to notices		49
Persons<br> authorised to give notices		49
Delivery<br> of written notices		49
Joint<br> holders		49
Signatures		49
Giving<br> notice to a deceased or bankrupt Member		50
Date<br> of giving notices		50
Saving<br> provision		50

29	Authentication<br> of Electronic Records	50
Application<br> of Articles		50
Authentication<br> of documents sent by Members by Electronic means		51
Authentication<br> of document sent by the Secretary or Officers of the Company by Electronic means		51
Manner<br> of signing		52
Saving<br> provision		52

30	Transfer<br> by way of continuation	52

31	Winding<br> up	53
Distribution<br> of assets in specie		53
No<br> obligation to accept liability		53

32	Amendment<br> of Memorandum and Articles	53
Power<br> to change name or amend Memorandum		53
Power<br> to amend these Articles		53

iv

Companies Act (Revised)

Company Limited by Shares

Sixth Amended and Restated

Articles of Association

Wellchange Holdings Company Limited

(Adopted by a special resolution passed on 2 September 2026)

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

Definitions

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

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

Articles means, as appropriate:

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

and Article refers to a particular article of these Articles;

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

Board means the board of Directors from time to time;

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

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

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

Class A Ordinary Share means the class A ordinary shares of US$0.000025 par value each of the Company, which have the rights set forth in these Articles;

Class B Ordinary Share means the class B ordinary shares of US$0.000005 par value each of the Company, which have the rights set forth in these Articles;

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

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

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

Company means the above-named company;

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

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

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

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

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

Default Rate means ten per cent per annum;

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

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

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

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

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

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

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

Fully Paid Up means:

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

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

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

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

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

month means a calendar month;

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

Ordinary Resolution means a resolution:

(a)	passed by a simple majority of the votes cast by such Members as, being entitled to do so, vote in person<br>or, where proxies are allowed, by proxy or, in the case of corporations, by their duly authorised representatives, at a general meeting<br>of the Company held in accordance with these Articles (in computing the majority regard shall be had to the number of votes to which each<br>Member is entitled by these Articles); or
(b)	approved in writing in accordance with Articles 11.13 to 11.23 (both Articles 11.13 and 11.23 are inclusive)<br>by Members representing a majority of the votes that would have been entitled to be cast on the resolution at a general meeting;
---	---

(a)

passed by a simple majority of the votes cast by such Members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy or, in the case of corporations, by their duly authorised representatives, at a general meeting of the Company held in accordance with these Articles (in computing the majority regard shall be had to the number of votes to which each Member is entitled by these Articles); or

(b)

approved in writing in accordance with Articles 11.13 to 11.23 (both Articles 11.13 and 11.23 are inclusive) by Members representing a majority of the votes that would have been entitled to be cast on the resolution at a general meeting;

---

Partly PaidUp means:

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

Register of Members means the register of Members maintained in accordance with the Act and includes (except where otherwise stated) any branch or duplicate register of the Members;

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

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

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

Special Resolution means a special resolution of the Company passed in accordance with the Act, being a resolution:

(a)	passed by not less than two-thirds of the votes cast by such Members as, being entitled to do so, vote<br>in person or, where proxies are allowed, by proxy or, in the case of corporations, by their duly authorised representatives, at a general<br>meeting of the Company of which notice specifying the intention to propose the resolution as a special resolution has been duly given;<br>or
(b)	approved in writing in accordance with Articles 11.13 to 11.23 (both Articles 11.13 and 11.23 are inclusive)<br>by all of the Shareholders entitled to vote on the resolution;
---	---

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

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

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

Interpretation

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

Without limitation to the preceding sentence, a reference to a revised Act of the Cayman Islands is taken to be a reference to the revision of that Act in force from time to time as amended from time to time.

(b)	Headings are inserted for convenience<br> only and do not affect the interpretation of these Articles, unless there is ambiguity.
(c)	If a day on which any act, matter<br> or thing is to be done under these Articles is not a Business Day, the act, matter or thing<br> must be done on the next Business Day.
---	---
(d)	A word which denotes the singular<br> also denotes the plural, a word which denotes the plural also denotes the singular, and a<br> reference to any gender also denotes the other genders.
---	---
(e)	A reference to a person includes,<br> as appropriate, a company, trust, partnership, joint venture, association, body corporate<br> or government agency.
---	---

(f)	Where a word or phrase is given a<br> defined meaning another part of speech or grammatical form in respect to that word or phrase<br> has a corresponding meaning.
(g)	All references to time are to be calculated<br> by reference to time in the place where the Company’s registered office is located.
---	---
(h)	The words written and in writing include all modes of representing or reproducing words in a visible form, but<br> do not include an Electronic Record where the distinction between a document in writing and<br> an Electronic Record is expressed or implied.
---	---
(i)	The words including, include<br> and in particular or any similar expression are to be construed without limitation.
---	---
(j)	The term “present”<br> means, in respect of any person attending a meeting, such person’s presence at a general<br> meeting of Members (or any meeting of the holders of any class of Shares), which may be satisfied<br> by means of such person or, if a corporation or other non-natural person, its duly authorized<br> representative (or, in the case of any Member, a proxy which has been validly appointed by<br> such Member in accordance with these Articles), being: (a) physically present at the meeting;<br> or (b) in the case of any meeting at which Electronic Communication Facilities are permitted<br> in accordance with these Articles, including any Virtual Meeting, connected by means of the<br> use of such Electronic Communication Facilities.
---	---
1.3	The headings in these Articles are intended<br> for convenience only and shall not affect the interpretation of these Articles.
---	---

Exclusion of Table A Articles

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

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

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

Power to issue fractions of a Share

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

Power to pay commissions and brokerage fees

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

for any Shares. That commission may be satisfied by the payment of cash or the allotment of Fully Paid Up or Partly Paid Up Shares or partly in one way and partly in another.

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

Trusts not recognised

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

Security interests

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

Rights of Shares

2.9	Subject to Article 2.1, the Memorandum and<br> any Special Resolution to the contrary and without prejudice to any special rights conferred<br> thereby on the holders of any other Shares or class of Shares, Class A Ordinary Shares and<br> Class B Ordinary Shares shall carry equal rights and rank pari passu with one another in<br> all respects other than as set out below:

(a)	Conversion Rights:
(i)	Subject to the provisions hereof and<br> to compliance with all fiscal and other laws and regulations applicable thereto, including<br> the Act, a holder of Class B Ordinary Shares shall have the Conversion Right in respect of<br> each Class B Ordinary Share in its holding. For the avoidance of doubt, a holder of Class<br> A Ordinary Shares shall have no rights to convert Class A Ordinary Shares into Class B Ordinary<br> Shares under any circumstances.
---	---

(a)

Conversion Rights:

(i)

Subject to the provisions hereof and to compliance with all fiscal and other laws and regulations applicable thereto, including the Act, a holder of Class B Ordinary Shares shall have the Conversion Right in respect of each Class B Ordinary Share in its holding. For the avoidance of doubt, a holder of Class A Ordinary Shares shall have no rights to convert Class A Ordinary Shares into Class B Ordinary Shares under any circumstances.

---

(ii)	Each Class B Ordinary Share shall be<br> converted at the option of the holder, at any time after issue and without the payment of<br> any additional sum, into such Conversion Number of fully paid Class A Ordinary Shares calculated<br> at the Conversion Rate. Such conversion shall take effect on the Conversion Date. A Conversion<br> Notice shall not be effective if it is not accompanied by the share certificates in respect<br> of the relevant Class B Ordinary Shares and/or such other evidence (if any) as the Directors<br> may reasonably require to prove the title of the person exercising such right (or, if such<br> certificates have been lost or destroyed, such evidence of title and such indemnity as the<br> Directors may reasonably require). Any and all taxes and stamp, issue and registration duties<br> (if any) arising on conversion shall be borne by the holder of Class B Ordinary Shares requesting<br> conversion.
(iii)	On the Conversion Date, every Class<br> B Ordinary Shares converted shall automatically be re-designated and re-classified (or in<br> such other manner as the Directors may direct that is not in contravention of applicable<br> laws) as the applicable Conversion Number of Class A Ordinary Shares with such rights and<br> restrictions attached thereto and shall rank pari passu in all respects with the Class A<br> Ordinary Shares then in issue and the Company shall enter or procure the entry of the name<br> of the relevant holder of converted Class B Ordinary Shares as the holder of the corresponding<br> number of Class A Ordinary Shares resulting from the conversion of the Class B Ordinary Shares<br> in, and make any other necessary and consequential changes to, the register of members and<br> shall procure that, if required, certificates in respect of the relevant Class A Ordinary<br> Shares, together with a new certificate for any unconverted Class B Ordinary Shares comprised<br> in the certificate(s) surrendered by the holder of the Class B Ordinary Shares, are issued<br> to the holders thereof.
---	---
(iv)	Until such time as the Class B Ordinary<br> Shares have been converted into Class A Ordinary Shares, the Company shall: (A) at all times<br> keep available for issue and free of all liens, charges, options, mortgages, pledges, claims,<br> equities, encumbrances and other third-party rights of any nature, and not subject to any<br> pre-emptive rights out of its authorised but unissued share capital, such number of authorised<br> but unissued Class A Ordinary Shares as would enable all Class B Ordinary Shares to be converted<br> into Class A Ordinary Shares and any other rights of conversion into, subscription for or<br> exchange into Class A Ordinary Shares to be satisfied in full; and (B) not make any issue,<br> grant or distribution or take any other action if the effect would be that on the conversion<br> of the Class B Ordinary Shares to Class A Ordinary Shares it would be required to issue Class<br> A Ordinary Shares at a price lower than the par value thereof.
---	---

(b)	Voting Rights:
(i)	Holders of Class A Ordinary Shares and<br> Class B Ordinary Shares have the right to receive notice of, attend, speak and vote at general<br> meetings of the Company. Holders of shares of Class A Ordinary Shares and Class B Ordinary<br> Shares shall, at all times, vote together as a single class on all matters submitted to a<br> vote for Members’ consent.
---	---

(ii)	Each Class A Ordinary Share shall be<br> entitled to one (1) vote on all matters subject to the vote at general meetings of the Company;<br> whereas, each Class B Ordinary Share shall be entitled to one hundred (100) votes on all<br> matters subject to the vote at general meetings of the Company.

Power to vary class rights

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

Effect of new Share issue on existing class rights

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

No bearer Shares or warrants

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

Treasury Shares

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

Rights attaching to Treasury Shares and related matters

2.16	No dividend may be declared or paid, and<br> no other distribution (whether in cash or otherwise) of the Company’s assets (including<br> any distribution of assets to Members on a winding up) may be made to the Company in respect<br> of a Treasury Share.

2.17	The Company shall be entered in the register<br> of Members as the holder of the Treasury Shares. However:
(a)	the Company shall not be treated as<br> a Member for any purpose and shall not exercise any right in respect of the Treasury Shares,<br> and any purported exercise of such a right shall be void; and
---	---
(b)	a Treasury Share shall not be voted,<br> directly or indirectly, at any meeting of the Company and shall not be counted in determining<br> the total number of issued shares at any given time, whether for the purposes of these Articles<br> or the Act.
---	---
2.18	Nothing in Article 2.17 prevents an allotment<br> of Shares as Fully Paid Up bonus shares in respect of a Treasury Share and Shares allotted<br> as Fully Paid Up bonus shares in respect of a Treasury Share shall be treated as Treasury<br> Shares.
---	---
2.19	Treasury Shares may be disposed of by the<br> Company in accordance with the Act and otherwise on such terms and conditions as the Directors<br> determine.
---	---

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

2.20

The Directors shall keep or cause to be kept a register of Members as required by the Act and may cause the Company to maintain one or more branch registers as contemplated by the Act, provided that where the Company is maintaining one or more branch registers, the Directors shall ensure that a duplicate of each branch register is kept with the Company’s principal register of Members and updated within such number of days of any amendment having been made to such branch register as may be required by the Act.

2.21

The title to Shares listed on a Designated Stock Exchange may be evidenced and transferred in accordance with the laws applicable to the rules and regulations of the Designated Stock Exchange and, for these purposes, the register of Members may be maintained in accordance with section 40B of the Act.

---

Annual Return

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

Issue of share certificates

3.1	A Member shall only be entitled to a share<br> certificate if the Directors resolve that share certificates shall be issued. Share certificates<br> representing Shares, if any, shall be in such form as the Directors may determine. If the<br> Directors resolve that share certificates shall be issued, upon being entered in the register<br> of Members as the holder of a Share, the Directors may issue to any Member:
(a)	without payment, one certificate for<br> all the Shares of each class held by that Member (and, upon transferring a part of the Member’s<br> holding of Shares of any class, to a certificate for the balance of that holding); and
---	---
(b)	upon payment of such reasonable sum<br> as the Directors may determine for every certificate after the first, several certificates<br> each for one or more of that Member’s Shares.
---	---

3.2	Every certificate shall specify the number,<br> class and distinguishing numbers (if any) of the Shares to which it relates and whether they<br> are Fully Paid Up or Partly Paid Up. A certificate may be executed under seal or executed<br> in such other manner as the Directors determine.
3.3	Every certificate shall bear legends required<br> under the applicable laws, including the U.S. Securities Act (to the extent applicable).
---	---
3.4	The Company shall not be bound to issue<br> more than one certificate for Shares held jointly by several persons and delivery of a certificate<br> for a Share to one joint holder shall be a sufficient delivery to all of them.
---	---

Renewal of lost or damaged share certificates

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

as the Directors may determine, and (in the case of defacement or wearing-out) on delivery to the Company of the old certificate.

4	Lien on Shares

Nature and scope of lien

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

Company may sell Shares to satisfy lien

4.3	The Company may sell any Shares over which<br> it has a lien if all of the following conditions are met:
(a)	the sum in respect of which the lien<br> exists is presently payable;
---	---

(b)	the Company gives notice to the Member<br> holding the Share (or to the person entitled to it in consequence of the death or bankruptcy<br> of that Member) demanding payment and stating that if the notice is not complied with the<br> Shares may be sold; and
(c)	that sum is not paid within fourteen<br> (14) Clear Days after that notice is deemed to be given under these Articles,
---	---

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

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

Authority to execute instrument of transfer

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

Consequences of sale of Shares to satisfy lien

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

Application of proceeds of sale

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

but, in either case, subject to the Company retaining a like lien for all sums not presently payable as existed on the Lien Default Shares before the sale.

5	Calls on Shares and forfeiture

Power to make calls and effect of calls

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

Time when call made

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

Liability of joint holders

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

Interest on unpaid calls

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

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

Deemed calls

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

Power to accept early payment

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

Power to make different arrangements at time of issue of Shares

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

Notice of default

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

Forfeiture or surrender of Shares

5.12

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

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

5.13

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

Effect of forfeiture or surrender on former Member

5.14	On forfeiture or surrender:
(a)	the name of the Member concerned shall<br> be removed from the register of Members as the holder of those Shares and that person shall<br> cease to be a Member in respect of those Shares; and
---	---
(b)	that person shall surrender to the<br> Company for cancellation the certificate (if any) for the forfeited or surrendered Shares.
---	---

5.15	Despite the forfeiture or surrender of<br> his Shares, that person shall remain liable to the Company for all monies which at the date<br> of forfeiture or surrender were presently payable by him to the Company in respect of those<br> Shares together with:
(a)	all expenses; and
---	---
(b)	interest from the date of forfeiture<br> or surrender until payment:
---	---
(i)	at the rate of which interest was payable<br> on those monies before forfeiture; or
---	---
(ii)	if no interest was so payable, at the<br> Default Rate.
---	---

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

Evidence of forfeiture or surrender

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

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

Sale of forfeited or surrendered Shares

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

Form of Transfer

6.1	Subject to the following Articles about<br> the transfer of Shares, and provided that such transfer complies with applicable rules of<br> the Designated Stock Exchange, a Member may freely transfer Shares to another person by completing<br> an instrument of transfer in a common form or in a form prescribed by the Designated Stock<br> Exchange (if such Shares are listed on the Designated Stock Exchange) or in any other form<br> approved by the Directors, executed:
(a)	where the Shares are Fully Paid, by<br> or on behalf of that Member; and
---	---
(b)	where the Shares are partly paid,<br> by or on behalf of that Member and the transferee.
---	---
6.2	The transferor shall be deemed to remain<br> the holder of a Share until the name of the transferee is entered into the Register of Members.
---	---

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

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

Suspension of transfers

6.4

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

Company may retain instrument of transfer

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

Notice of refusal to register

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

7	Transmission of Shares

Persons entitled on death of a Member

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

Registration of transfer of a Share following death or bankruptcy

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

Indemnity

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

Rights of person entitled to a Share following death or bankruptcy

7.9

A person becoming entitled to a Share by reason of the death or bankruptcy of a Member shall have the rights to which he would be entitled if he were registered as the holder of the Share. But, until he is registered as Member in respect of the Share, he shall not be entitled to attend or vote at any meeting of the Company or at any separate meeting of the holders of that class of Shares.

Alteration of capital

---

Increasing, consolidating, converting, dividing and cancelling share capital

8.1	To the fullest extent permitted by the Act,<br> the Company may by Ordinary Resolution do any of the following and amend its Memorandum for<br> that purpose:
(a)	increase its share capital by new<br> Shares of the amount fixed by that Ordinary Resolution and with the attached rights, priorities<br> and privileges set out in that Ordinary Resolution;
---	---

(b)	consolidate and divide all or any<br> of its share capital into Shares of larger amount than its existing Shares;
(c)	convert all or any of its Paid Up<br> Shares into stock, and reconvert that stock into Paid Up Shares of any denomination;
---	---
(d)	sub-divide its Shares or any of them<br> into Shares of an amount smaller than that fixed by the Memorandum, so, however, that in<br> the sub-division, the proportion between the amount paid and the amount, if any, unpaid on<br> each reduced Share shall be the same as it was in case of the Share from which the reduced<br> Share is derived; and
---	---
(e)	cancel Shares which, at the date of<br> the passing of that Ordinary Resolution, have not been taken or agreed to be taken by any<br> person, and diminish the amount of its share capital by the amount of the Shares so cancelled<br> or, in the case of Shares without nominal par value, diminish the number of Shares into which<br> its capital is divided.
---	---

Dealing with fractions resulting from consolidation of Shares

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

Reducing share capital

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

Power to issue redeemable Shares and to purchase own Shares

9.1	Subject to the Act and to any rights for<br> the time being conferred on the Members holding a particular class of Shares, the Company<br> may by its Directors:
(a)	issue Shares that are to be redeemed<br> or liable to be redeemed, at the option of the Company or the Member holding those redeemable<br> Shares, on the terms and in the manner its Directors determine before the issue of those<br> Shares;
---	---

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

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

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

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

Effect of redemption or purchase of a Share

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

Annual and extraordinary general meetings

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

Power to call meetings

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

Content of notice

10.10	Notice of a general meeting shall specify<br> each of the following:
(a)	the place, the date and the hour of<br> the meeting;
---	---

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

Period of notice

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

Persons entitled to receive notice

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

Accidental omission to give notice or non-receipt of notice

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

Quorum

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

Lack of quorum

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

Chairman

11.3

The chairman of a general meeting (including a Virtual Meeting) shall be the chairman of the Board appointed by Board Resolution, or such other Director as the Directors have nominated to chair Board meetings in the absence of the chairman of the Board. Absent any such person being present at the meeting within fifteen minutes of the time appointed for the meeting, the Directors present shall elect one of their number to chair the meeting. The chairman of the meeting shall be entitled to attend and participate at any such general meeting by means of Electronic Communication Facilities, and to act as the chairman of such general meeting, in which event the chairman of the meeting shall be deemed to be present at the meeting.

11.4

If no Director is present within fifteen minutes of the time appointed for the meeting, or if no Director is willing to act as chairman, the Members present in person or by proxy and entitled to vote shall choose one of their number to chair the meeting.

---

Right of a Director to attend and speak

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

Accommodation of Members at Virtual Meeting

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

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

Security

11.7

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

Adjournment, postponement and cancellation

11.8	A meeting may be:
(a)	postponed or cancelled prior to the<br> meeting at the discretion of the Directors by written notice provided to all persons entitled<br> to attend the meeting, unless the meeting was requisitioned by Members or otherwise called<br> by Members pursuant to Article 10; or
---	---
(b)	adjourned, with or without an appointed<br> date for resumption, at any time during the meeting at the discretion of the chairman with<br> the consent of the Members constituting a quorum.
---	---

The chairman must adjourn the meeting if so directed by the meeting. No business, however, can be transacted at an adjourned meeting other than business which might properly have been transacted at the original meeting.

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

Method of voting

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

Taking of a poll

11.11

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

Chairman’s casting vote

11.12	In the case of an equality of votes, the<br> chairman of the meeting shall be entitled to a second or casting vote.

Written resolutions

11.13

Subject to Articles 11.13 to 11.23 (both Articles 11.13 and 11.23 are inclusive), anything which may be done by a resolution of the Members passed at a general meeting may instead be done by a resolution in writing, and a resolution in writing passed in accordance with Articles 11.13 to 11.23 (both Articles 11.13 and 11.23 are inclusive) shall be as valid and effective as if it had been passed at a general meeting of the Company duly convened and held.

11.14

A resolution in writing shall not be proposed unless a copy of the proposed resolution, together with a statement of the Directors summarising its purpose and effect, has been given to every Member entitled to vote on the resolution. No minimum period need elapse between the giving of such copy of the proposed resolution and statement and the signing of the resolution. The date on which such copy of the proposed resolution and statement are first given is referred to in this Article as the “CirculationDate”.

---

11.15	A resolution in writing is passed if it is signed by or on behalf of Members representing:
(a)	in the case of a resolution to be passed as an Ordinary Resolution, a majority of the votes that would<br>have been entitled to be cast on the resolution at a general meeting of the Company; and
---	---
(b)	in the case of a resolution to be passed as a Special Resolution, all of the Members entitled to vote<br>on the resolution.
---	---
11.16	The record date for each resolution in writing (the “Consent Record Date”) shall be the<br>Circulation Date. Only a Member entered on the Register as at the Consent Record Date shall be entitled to sign the resolution, and the<br>requisite majority under Article 11.15 shall be determined by reference to the votes eligible to be cast as at that date.
---	---
11.17	For the purpose of determining whether the requisite majority under Article 11.15 has been obtained, each<br>Member shall be treated as entitled to the number of votes to which that Member would be entitled on a poll at a general meeting, and<br>the result shall be determined on the same basis as on a poll.
---	---
11.18	A resolution in writing may be contained in one instrument or in several instruments in like form, each<br>signed by or on behalf of one or more Members. Signature by a duly authorised attorney, by a duly authorised representative of a Member<br>that is a corporation, or by a proxy, shall be valid; and an instrument executed and delivered by Electronic means shall be treated as<br>bearing an original signature. Each signed instrument shall be delivered to the Company, including, if the Company so nominates, by delivery<br>of an Electronic Record by Electronic means to the address specified for that purpose.
---	---
11.19	Where a Member holds Shares as a depositary or nominee, the giving of a copy of the proposed resolution<br>to that Member in accordance with Article 11.14 shall constitute due circulation to that Member notwithstanding the timing or manner of<br>any onward distribution to persons holding interests through it.
---	---
11.20	A resolution in writing shall take effect:
---	---
(a)	in the case of an Ordinary Resolution, on the date on which Members representing the requisite majority<br>have signed the resolution (or such later date as the resolution may specify); and
---	---
(b)	in the case of a Special Resolution, on the date on which the last Member whose signature is required<br>to pass it signs the resolution.
---	---

11.21	Within five (5) Clear Days after a resolution in writing takes effect, the Company shall give notice of<br>its passing to every Member who did not sign it. The failure to give, or the accidental omission to give, or the non-receipt of, such<br>notice shall not invalidate the resolution.
11.22	A resolution in writing shall lapse, and shall be of no effect, if it is not passed:
---	---
(a)	in the case of an Ordinary Resolution, within fourteen (14) Clear Days after the Circulation Date; and
---	---
(b)	in the case of a Special Resolution, within twenty-one (21) Clear Days after the Circulation Date,
---	---

and any signature added to a resolution in writing after it has lapsed shall be of no effect.

11.23	A resolution in writing may not be used to pass any resolution: (a) which the Act or these Articles requires<br>to be passed at, or by a resolution passed at, a general meeting; (b) which the Act or these Articles requires to be passed as a Special<br>Resolution, otherwise than in accordance with Article 11.15(b); or (c) removing a Director before the expiration of his term of office.

Sole-Member Company

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

Right to vote

12.1	Subject to the following, unless their<br> Shares carry no right to vote, or unless a call or other amount presently payable has not<br> been paid, all Members are entitled to vote at a general meeting, and all Members holding<br> Shares of a particular class of Shares are entitled to vote at a meeting of the holders of<br> that class of Shares. Unless otherwise required under the Act or by these Articles, holders<br> of Class A Ordinary Shares and Class B Ordinary Shares shall at all times vote together as<br> one class on all resolutions submitted to a vote by the Members.
12.2	Members may vote in person or by proxy.
---	---
12.3	On a poll, each Class A Ordinary Share<br> shall be entitled to one (1) vote on all matters subject to vote at general meetings of the<br> Company, and each Class B Ordinary Share shall be entitled to one hundred (100) votes on<br> all matters subject to vote at general meetings of the Company. A fraction of a Class A Ordinary<br> Share shall entitle its holder to an equivalent fraction of one (1) vote, and a fraction<br> of a Class B Ordinary Share shall entitle its holder to an equivalent fraction of one hundred<br> (100) votes.
---	---
12.4	No Member is bound to vote on his Shares<br> or any of them; nor is he bound to vote each of his Shares in the same way.
---	---

Rights of joint holders

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

Representation of corporate Members

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

Member with mental disorder

12.12

A Member in respect of whom an order has been made by any court having jurisdiction (whether in the Cayman Islands or elsewhere) in matters concerning mental disorder may vote, by that Member’s receiver, curator bonis or other person authorised in that behalf appointed by that court.

12.13

For the purpose of the preceding Article, evidence to the satisfaction of the Directors of the authority of the person claiming to exercise the right to vote must be received not less than 24 hours before holding the relevant meeting or the adjourned meeting in any manner specified for the delivery of forms of appointment of a proxy, whether in writing or by Electronic means. In default, the right to vote shall not be exercisable.

---

Objections to admissibility of votes

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

Form of proxy

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

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

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

How and when proxy is to be delivered

12.20	Subject to the following Articles, the<br> Directors may, in the notice convening any meeting or adjourned meeting, or in an instrument<br> of proxy sent out by the Company, specify the manner by which the instrument appointing a<br> proxy shall be deposited and the place and the time (being not later than the time appointed<br> for the commencement of the meeting or adjourned meeting to which the proxy relates) at which<br> the instrument appointing a proxy shall be deposited. In the absence of any such direction<br> from the Directors in the notice convening any meeting or adjourned meeting or in an instrument<br> of proxy sent out by the Company, the form of appointment of a proxy and any authority under<br> which 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 before the time<br> for holding the meeting or adjourned meeting at which the person named in the form of appointment<br> of proxy proposes to vote. They must be delivered in either of the following ways:
(a)	In the case of an instrument in writing,<br> it must be left at or sent by post:
---	---
(i)	to the registered office of the Company;<br> or
---	---
(ii)	to such other place within the Cayman<br> Islands specified in the notice convening the meeting or in any form of appointment of proxy<br> sent out by the Company in relation to the meeting.
---	---

(b)	If, pursuant to the notice provisions,<br> a notice may be given to the Company in an Electronic Record, an Electronic Record of an<br> appointment of a proxy must be sent to the address specified pursuant to those provisions<br> unless another address for that purpose is specified:
(i)	in the notice convening the meeting;<br> or
---	---
(ii)	in any form of appointment of a proxy<br> sent out by the Company in relation to the meeting; or
---	---
(iii)	in any invitation to appoint a proxy<br> issued by the Company in relation to the meeting.
---	---
(c)	Notwithstanding Article 12.20(a) and<br> Article 12.20(b), the chairman of the Company may, in any event at his discretion, direct<br> that an instrument of proxy shall be deemed to have been duly deposited.
---	---
12.21	If the form of appointment of proxy is<br> not delivered on time, it is invalid.
---	---
12.22	When two or more valid but differing appointments<br> of proxy are delivered or received in respect of the same Share for use at the same meeting<br> 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<br> other or others as regards that Share. lf the Company is unable to determine which appointment<br> was last validly delivered or received, none of them shall be treated as valid in respect<br> of that Share.
---	---
12.23	The Board may at the expense of the Company<br> send forms of appointment of proxy to the Members by post (that is to say, pre-paying and<br> posting a letter), or by Electronic communication or otherwise (with or without provision<br> for their return by pre-paid post) for use at any general meeting or at any separate meeting<br> of the holders of any class of Shares, either blank or nominating as proxy in the alternative<br> any one or more of the Directors or any other person. lf for the purpose of any meeting invitations<br> to appoint as proxy a person or one of a number of persons specified in the invitations are<br> issued at the Company’s expense, they shall be issued to all (and not to some only)<br> of the Members entitled to be sent notice of the meeting and to vote at it. The accidental<br> omission to send such a form of appointment or to give such an invitation to, or the non-receipt<br> of such form of appointment by, any Member entitled to attend and vote at a meeting shall<br> not invalidate the proceedings at that meeting
---	---

Voting by proxy

12.24

A proxy shall have the same voting rights at a meeting or adjourned meeting as the Member would have had except to the extent that the instrument appointing him limits those rights. Notwithstanding the appointment of a proxy, a Member may attend and vote at a meeting or adjourned meeting. If a Member votes on any resolution a vote by his proxy on the same resolution, unless in respect of different Shares, shall be invalid.

12.25

The instrument appointing a proxy to vote at a meeting shall not confer any further right to speak at the meeting, except with the permission of the chairman of the meeting.

---

13	Number of Directors
13.1	There shall be a Board consisting of not<br> less than one person provided however that the Company may by Ordinary Resolution increase<br> or reduce the limits in the number of Directors. Unless fixed by Ordinary Resolution, the<br> maximum number of Directors shall be unlimited.
---	---
14	Appointment, disqualification and removal<br> of Directors
---	---

First Directors

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

No age limit

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

Corporate Directors

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

No shareholding qualification

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

Appointment of Directors

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

Board’s power to appoint Directors

14.9

Without prejudice to the Company’s power to appoint a person to be a Director pursuant to these Articles, the Board shall have power at any time to appoint any person who is willing to act as a Director, either to fill a vacancy or as an addition to the existing Board, subject to the total number of Directors not exceeding any maximum number fixed by or in accordance with these Articles.

14.10

An appointment of a Director may be on terms that the Director shall automatically retire from office (unless he has sooner vacated office) at the next or a subsequent annual general meeting or upon any specified event or after any specified period in a written agreement between the Company and the Director, if any; but no such term shall be implied in the absence of express provision. Each Director whose term of office expires shall be eligible for re-election at a meeting of the Members or re-appointment by the Board.

---

Removal of Directors

14.11	A Director may be removed by Board Resolution.

Resignation of Directors

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

Termination of the office of Director

14.14	A Director may retire from office as a<br> Director by giving notice in writing to that effect to the Company at the registered office,<br> which notice shall be effective upon such date as may be specified in the notice, failing<br> which upon delivery to the registered office.
14.15	Without prejudice to the provisions in<br> these Articles for retirement (by rotation or otherwise), a Director’s office shall<br> be terminated forthwith if:
---	---
(a)	he is prohibited by the law of the<br> Cayman Islands from acting as a Director; or
---	---
(b)	he is made bankrupt or makes an arrangement<br> or composition with his creditors generally; or
---	---
(c)	he resigns his office by notice to<br> the Company; or
---	---
(d)	he only held office as a Director<br> for a fixed term and such term expires; or
---	---

(e)	in the opinion of a registered medical<br> practitioner by whom he is being treated he becomes physically or mentally incapable of acting<br> as a Director; or
(f)	he is given notice by the majority<br> of the other Directors (not being less than two in number) to vacate office (without prejudice<br> to any claim for damages for breach of any agreement relating to the provision of the services<br> of such Director); or
---	---
(g)	he is made subject to any law relating<br> to mental health or incompetence, whether by court order or otherwise; or
---	---
(h)	without the consent of the other Directors,<br> he is absent from meetings of Directors for a continuous period of six months.
---	---
15	Alternate Directors
---	---

Appointment and removal

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

Notices

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

Rights of alternate Director

15.5

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

Appointment ceases when the appointor ceases to be a Director

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

Status of alternate Director

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

Status of the Director making the appointment

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

16	Powers of Directors

Powers of Directors

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

Directors below the minimum number

16.3

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

Appointments to office

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

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

16.5	The appointee must consent in writing to<br> holding that office.
16.6	Where a chairman is appointed he shall,<br> unless unable to do so, preside at every meeting of Directors.
---	---
16.7	If there is no chairman, or if the chairman<br> is unable to preside at a meeting, that meeting may select its own chairman; or the Directors<br> may nominate one of their number to act in place of the chairman should he ever not be available.
---	---

16.8	Subject to the provisions of the Act, the<br> Directors may also appoint and remove any person, who need not be a Director:
(a)	as Secretary; and
---	---
(b)	to any office that may be required
---	---

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

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

Provisions for employees

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

Exercise of voting rights

16.12

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

Remuneration

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

Disclosure of information

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

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

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

Local boards

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

Power to appoint an agent of the Company

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

Power to appoint an attorney or authorised signatory of the Company

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

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

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

Borrowing Powers

17.13

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

Corporate Governance

17.14

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

Meetings of Directors

---

Regulation of Directors’ meetings

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

Calling meetings

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

Notice of meetings

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

Use of technology

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

Quorum

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

Chairman or deputy to preside

18.7

The Board may by Board Resolution appoint a chairman and one or more deputy chairman or chairmen and may at any time revoke any such appointment.

18.8

The chairman, or failing him any deputy chairman (the longest in office taking precedence if more than one is present), shall preside at all Board meetings. If no chairman or deputy chairman has been appointed, or if he is not present within five minutes after the time fixed for holding the meeting, or is unwilling to act as chairman of the meeting, the Directors present shall choose one of their number to act as chairman of the meeting.

---

Voting

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

Recording of dissent

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

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

Written resolutions

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

Validity of acts of Directors in spite of formal defect

18.15	All acts done by a meeting of the Board,<br> or of a committee of the Board, or by any person acting as a Director or an alternate Director,<br> shall, notwithstanding that it is afterwards discovered that there was some defect in the<br> appointment of any Director or alternate Director or member of the committee, or that any<br> of them were disqualified or had vacated office or were not entitled to vote, be as valid<br> as if every such person had been duly appointed and qualified and had continued to be a Director<br> or alternate Director and had been entitled to vote.
19	Permissible Directors’ interests and disclosure
---	---
19.1	A Director who is in any way, whether directly<br> or indirectly, interested in a contract or transaction or proposed contract or transaction<br> with the Company shall declare the nature of his interest at a meeting of the Directors.<br> A general notice given to the Directors by any Director to the effect that he is a member<br> of any specified company or firm and is to be regarded as interested in any contract or transaction<br> which may thereafter be made with that company or firm shall be deemed a sufficient declaration<br> of interest in regard to any contract so made or transaction so consummated. Subject to the<br> Designated Stock Exchange Rules and disqualification by the chairman of the relevant Board<br> meeting, a Director may vote in respect of any contract or transaction or proposed contract<br> or transaction notwithstanding that he may be interested therein provided the Director discloses<br> to his fellow directors the nature and extent of any material interests in respect of any<br> contract or transaction or proposed contract or transaction and if he does so his vote shall<br> be counted and he may be counted in the quorum at any meeting of the Directors at which any<br> such contract or transaction or proposed contract or transaction shall come before the meeting<br> for consideration.
---	---

20	Minutes
20.1	The Company shall cause minutes to be made<br> in books of:
---	---
(a)	all appointments of Officers and committees<br> made by the Board and of any such Officer’s remuneration; and
---	---
(b)	the names of Directors present at<br> every meeting of the Directors, a committee of the Board, the Company or the holders of any<br> class of shares or debentures, and all orders, resolutions and proceedings of such meetings.
---	---
20.2	Any such minutes, if purporting to be signed<br> by the chairman of the meeting at which the proceedings were held or by the chairman of the<br> next succeeding meeting or the Secretary, shall be prima facie evidence of the matters stated<br> in them.
---	---
21	Accounts and audit
---	---
21.1	The Directors must ensure that proper accounting<br> and other records are kept, and that accounts and associated reports are distributed in accordance<br> with the requirements of the Act.
---	---
21.2	The books of account shall be kept at the<br> registered office of the Company and shall always be open to inspection by the Directors.<br> No Member (other than a Director) shall have any right of inspecting any account or book<br> or document of the Company except as conferred by the Act or as authorised by the Directors<br> or by Ordinary Resolution.
---	---

Financial year

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

Auditors

21.4	The Directors may appoint an Auditor of<br> the Company who shall hold office on such terms as the Directors determine.
21.5	At any general meeting convened and held<br> at any time in accordance with these Articles, the Members may, by Ordinary Resolution, remove<br> the Auditor before the expiration of his term of office. If they do so, the Members shall,<br> by Ordinary Resolution, at that meeting appoint another Auditor in his stead for the remainder<br> of his term.
---	---
21.6	The Auditors shall examine such books,<br> accounts and vouchers; as may be necessary for the performance of their duties.
---	---
21.7	The Auditors shall, if so requested by<br> the Directors, make a report on the accounts of the Company during their tenure of office<br> at the next annual general meeting following their appointment, and at any time during their<br> term of office, upon request of the Directors or any general meeting of the Company.
---	---

22	Record dates
22.1	Except to the extent of any conflicting<br> rights attached to Shares, the resolution declaring a dividend on Shares of any class, whether<br> it be an Ordinary Resolution of the Members or a Board Resolution, may specify that the dividend<br> is payable or distributable to the persons registered as the holders of those Shares at the<br> close of business on a particular date, notwithstanding that the date may be a date prior<br> to that on which the resolution is passed.
---	---
22.2	If the resolution does so specify, the<br> dividend shall be payable or distributable to the persons registered as the holders of those<br> Shares at the close of business on the specified date in accordance with their respective<br> holdings so registered, but without prejudice to the rights inter se in respect of<br> the dividend of transferors and transferees of any of those Shares.
---	---
22.3	The provisions of this Article apply, mutatis mutandis, to bonuses, capitalisation issues, distributions of realised capital profits<br> or offers or grants made by the Company to the Members.
---	---
23	Dividends
---	---

Source of dividends

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

Declaration of dividends by Members

23.3	Subject to the provisions of the Act, the<br> Company may by Ordinary Resolution declare dividends in accordance with the respective rights<br> of the Members but no dividend shall exceed the amount recommended by the Directors.

Payment of interim dividends and declaration of final dividends by Directors

23.4	The Directors may by Board Resolution declare<br> and pay interim dividends or recommend 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.
23.5	Subject to the provisions of the Act, in<br> relation to the distinction between interim dividends and final dividends, the following<br> applies:
---	---
(a)	Upon determination to pay a dividend<br> or dividends described as interim by the Directors in the dividend Board Resolution, no debt<br> shall be created by the declaration until such time as payment is made.
---	---
(b)	Upon declaration of a dividend or<br> dividends described as final by the Directors in the dividend Board Resolution, a debt shall<br> be created immediately following the declaration, the due date to be the date the dividend<br> is stated to be payable in the Board Resolution.
---	---

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

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

Apportionment of dividends

23.7

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

Right of set off

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

Power to pay other than in cash

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

How payments may be made

23.10	A dividend or other monies payable on<br> or in respect of a Share may be paid in any of the following ways:
(a)	if the Member holding that Share or<br> other person entitled to that Share nominates a bank account for that purpose - by wire transfer<br> to that bank account; or
---	---
(b)	by cheque or warrant sent by post<br> to the registered address of the Member holding that Share or other person entitled to that<br> Share.
---	---
23.11	For the purposes of Article 23.10(a),<br> the nomination may be in writing or in an Electronic Record and the bank account nominated<br> may be the bank account of another person. For the purposes of Article 23.10(b), subject<br> to any applicable law or regulation, the cheque or warrant shall be made to the order of<br> the Member holding that Share or other person entitled to the Share or to his nominee, whether<br> nominated in writing or in an Electronic Record, and payment of the cheque or warrant shall<br> be a good discharge to the Company.
---	---
23.12	If two or more persons are registered<br> as the holders of the Share or are jointly entitled to it by reason of the death or bankruptcy<br> of the registered holder (Joint Holders), a dividend (or other amount) payable on<br> or in respect of that Share may be paid as follows:
---	---
(a)	to the registered address of the Joint<br> Holder of the Share who is named first on the register of Members or to the registered address<br> of the deceased or bankrupt holder, as the case may be; or
---	---
(b)	to the address or bank account of<br> another person nominated by the Joint Holders, whether that nomination is in writing or in<br> an Electronic Record.
---	---
23.13	Any Joint Holder of a Share may give a<br> valid receipt for a dividend (or other amount) payable in respect of that Share.
---	---

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

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

Dividends unable to be paid or unclaimed

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

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

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

Applying an amount for the benefit of Members

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

25	Share Premium Account

Directors to maintain share premium account

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

Debits to share premium account

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

Company seal

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

Duplicate seal

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

When and how seal is to be used

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

If no seal is adopted or used

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

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

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

Validity of execution

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

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

27.2

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

Release

27.3

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

Insurance

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

Form of notices

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

(b)	subject to the next Article, in an<br> Electronic Record signed by or on behalf of the giver by Electronic Signature and authenticated<br> in accordance with Articles about authentication of Electronic Records; or
(c)	where these Articles expressly permit,<br> by the Company by means of a website.
---	---

Electronic communications

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

Persons entitled to notices

28.5

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

Persons authorised to give notices

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

Delivery of written notices

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

Joint holders

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

Signatures

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

Evidence of transmission

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

Giving notice to a deceased or bankrupt Member

28.14

A notice may be given by the Company to the persons entitled to a Share in consequence of the death or bankruptcy of a Member by sending or delivering it, in any manner authorised by these Articles for the giving of notice to a Member, addressed to them by name, or by the title of representatives of the deceased, or trustee of the bankrupt or by any like description, at the address, if any, supplied for that purpose by the persons claiming to be so entitled.

28.15

Until such an address has been supplied, a notice may be given in any manner in which it might have been given if the death or bankruptcy had not occurred.

---

Date of giving notices

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

Saving provision

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

Application of Articles

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

Authentication of documents sent by Members by Electronic means

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

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

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

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

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

Manner of signing

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

Saving provision

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

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

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

31	Winding up

Distribution of assets in specie

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

No obligation to accept liability

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

Power to change name or amend Memorandum

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

Power to amend these Articles

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

33	Exclusive Jurisdiction and Forum
33.1	Unless the Company consents in writing to the selection of an alternative forum, the courts of the Cayman<br>Islands shall have exclusive jurisdiction over any claim or dispute arising out of or in connection with the Memorandum, the Articles<br>or otherwise related in any way to each Member’s shareholding in the Company, including but not limited to:
---	---
(a)	any derivative action or proceeding brought on behalf of the Company;
---	---
(b)	any action asserting a claim of breach of any fiduciary or other duty owed by any current or former Director,<br>Officer or other employee of the Company to the Company or the Members;
---	---
(c)	any action asserting a claim arising pursuant to any provision of the Act, the Memorandum or the Articles;
---	---
(d)	any action asserting a claim against the Company governed by the “Internal Affairs Doctrine”<br>(as such concept is recognised under the laws of the United States of America); or
---	---
(e)	any action asserting any other claim against the Company or any current or former Director, Officer or<br>other employee of the Company that, as a matter of Cayman Islands law, is governed by the Internal Affairs Doctrine or otherwise relates<br>to the rights, duties or relationships among or between the Company, its Members and its current or former Directors, Officers or other<br>employees.
---	---
33.2	Each Member irrevocably submits to the exclusive jurisdiction of the courts of the Cayman Islands over<br>all such claims or disputes.
---	---
33.3	Without prejudice to any other rights or remedies that the Company may have, each Member acknowledges<br>that damages alone would not be an adequate remedy for any breach of the selection of the courts of the Cayman Islands as exclusive forum<br>and that accordingly the Company shall be entitled, without proof of special damages, to the remedies of injunction, specific performance<br>or other equitable relief for any threatened or actual breach of the selection of the courts of the Cayman Islands as exclusive forum.
---	---
33.4	This Article 33 shall not apply to any action or suits brought<br>to enforce any liability or duty created by the U.S. Securities Act of 1933, as amended, the U.S. Securities Exchange Act of 1934, as<br>amended, or any claim for which the federal district courts of the United States of America are, as a matter of the laws of the United<br>States, the sole and exclusive forum for determination of such a claim.
---	---

Exhibit 99.2

Wellchange Holdings Company Limited

Unit 7 On 25th Floor, Global Gateway Tower, No. 63 Wing Hong Street, Kowloon, Hong Kong

PROXY

Solicited on Behalf of the Board of Directors for a Meeting of Holders of Class B Ordinary Shares

To be held on Wednesday, September 2, 2026 at 10:00 a.m. Hong Kong Time (Tuesday, September 1, 2026 at 10:00 p.m. Eastern Time)

The undersigned hereby appoints Mr. Shek Kin Pong as proxy with full power of substitution, to represent and to vote as set forth herein all the Class B ordinary shares of Wellchange Holdings Company Limited (the “Company”) which the undersigned is entitled to vote at the Class B Meeting and any adjournments or postponements thereof. If no designation is made, the proxy, when properly executed, will be voted “FOR” Item 1.

Item 1. By a special resolution of the holdersof Class B Ordinary Shares, being the affirmative vote of not less than two-thirds (2/3) of the votes cast by the holders of Class B OrdinaryShares present in person or by proxy and entitled to vote at the Class B Meeting, to approve, insofar as the same constitutes a variationor abrogation of the rights attached to the Class B Ordinary Shares, (i) the Class A Share Consolidation (the consolidation of every five(5) issued and unissued Class A Ordinary Shares into one (1) Class A Ordinary Share, at an aggregate ratio of one-for-five (1-for-5))and (ii) the adoption of the sixth amended and restated memorandum and articles of association of the Company, all as more fully describedin the accompanying Proxy Statement (the “Class B Proposal”).

☐ For ☐ Against ☐ Abstain

In his discretion, the proxy is authorized to vote upon any other matters which may properly come before the meeting or any adjournment or postponement thereof.

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

Dated: __________________________________, 2026

Signature: __________________________________

Signature (Joint Owners): __________________________________

Please date and sign name exactly as it appears hereon. Executors, administrators, trustees, etc. should so indicate when signing. If the shareholder is a corporation, the full corporate name should be inserted and the proxy signed by an officer of the corporation indicating his/her title.

VOTING INSTRUCTIONS

To vote by Internet: visit www.proxyvote.com or scan the QR code on your voting card. To vote by Telephone: call the telephone number on your voting card. To vote by Mail: check the appropriate boxes, sign, date and return your voting card in the enclosed envelope. The latest we will accept voting is August 31, 2026, at 10:00 a.m. Hong Kong Time (August 30, 2026, at 10:00 p.m. Eastern Time).

Exhibit 99.3

Wellchange Holdings Company Limited

Unit 7 On 25th Floor, Global Gateway Tower, No. 63 Wing Hong Street, Kowloon, Hong Kong

PROXY

Solicited on Behalf of the Board of Directors for the Extraordinary General Meeting of Shareholders

To be held on Wednesday, September 2, 2026 at 10:15 a.m. Hong Kong Time (Tuesday, September 1, 2026 at 10:15 p.m. Eastern Time)

The undersigned hereby appoints Mr. Shek Kin Pong as proxy with full power of substitution, to represent and to vote as set forth herein all the ordinary shares of Wellchange Holdings Company Limited (the “Company”) which the undersigned is entitled to vote at the extraordinary general meeting of shareholders of the Company (the “EGM”) and any adjournment or postponement thereof, as designated below. If no designation is made, the proxy, when properly executed, will be voted “FOR” Items 1, 2 and 3.

Item 1. By an ordinary resolution, subjectto and conditional upon the Class B Proposal being passed at the Class B Meeting, to approve the consolidation of every five (5) issuedand unissued Class A Ordinary Shares into one (1) Class A Ordinary Share, at an aggregate ratio of one-for-five (1-for-5) (the “ClassA Share Consolidation”), with effect from the day immediately following the date of the EGM, with the Class B Ordinary Shares remainingunconsolidated and their conversion rate adjusted in accordance with the memorandum and articles of association, all as more fully describedin the accompanying Proxy Statement.

☐ For ☐ Against ☐ Abstain

Item 2. By a special resolution, to adopt thesixth amended and restated memorandum and articles of association of the Company, in the form attached as Annex A to the accompanyingProxy Statement, in substitution for, and to the exclusion of, the Company’s existing fifth amended and restated memorandum andarticles of association, with immediate effect, to reflect (i) the Class A Share Consolidation, (ii) the amendments to the provisionsunder the existing fifth amended and restated memorandum and articles of association in connection with the passing of written resolutionsand (iii) exclusive jurisdiction provisions for dispute resolution in respect of certain Cayman law and internal affairs claims, subjectto the carve-outs set out therein against the Company (the “Sixth A&R M&A Adoption Proposal”).

Item 3. By an ordinary resolution, to authorizethe directors and the Company’s registered office service provider to take related administrative actions and make necessary filingswith the Registrar of Companies of the Cayman Islands in respect of the resolutions duly approved by shareholders.

☐ For ☐ Against ☐ Abstain

Item 4. By an ordinary resolution, to authorizethe chairman of the Meetings to adjourn either or both of the Class B Meeting and the EGM to a later date or dates, if necessary, to permitfurther solicitation and vote of proxies (the “Adjournment”).

☐ For ☐ Against ☐ Abstain

In his discretion, the proxy is authorized to vote upon any other matters which may properly come before the meeting or any adjournment or postponement thereof.

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

Dated: __________________________________, 2026

Signature: __________________________________

Signature (Joint Owners): __________________________________

VOTING INSTRUCTIONS

CONSENT TO SHORT NOTICE

Meeting of the Holders of Class B Ordinary Shares and

Extraordinary General Meeting of Shareholders of

Wellchange Holdings Company Limited

to be held on Wednesday, September 2, 2026

The undersigned, being a Shareholder of Wellchange Holdings Company Limited (the “Company”) entitled to attend and vote at the meeting of the holders of Class B Ordinary Shares and/or the extraordinary general meeting of shareholders of the Company convened for Wednesday, September 2, 2026 at 10:00 a.m. Hong Kong Time (Tuesday, September 1, 2026 at 10:00 p.m. Eastern Time) (together, the “Meetings”), hereby consents, in accordance with Article 10.13 of the Company’s amended and restated memorandum and articles of association, to each of the Meetings being held on less than seven (7) Clear Days’ notice.

Signature: ______________________________________

Print Name: ____________________________________

(If signing on behalf of a corporation or other non-natural person, please state title/capacity below.)

Title/Capacity: __________________________________

Date: __________________________________________

WCT 6-K