WETO 6-K 2026 - Equibles

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 July 2026

Commission File Number: 001-42536

Wetour Robotics Limited

(Exact name of registrant as specified in its charter)

Room 7003

3300 N Interstate 35 Ste 700

Austin, TX 78705

(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 ☐

Wetour Robotics Limited (Nasdaq: WETO) (the “Company”), today announced to hold the Extraordinary General Meeting of the Shareholders on August 4, 2026 (the “August 2026 EGM”).

The August 2026 EGM will be held on August 4, 2026 at 9:00 a.m. Eastern Time. The meeting will take place at Room 7003, 3300 N Interstate 35 Ste 700, Austin, TX 78705. The matters to be voted on at the meeting are set forth in this Form 6-K filed with the U.S. Securities and Exchange Commission on July 15, 2026. Shareholders of record on July 9, 2026 will be eligible to vote at this meeting.

In connection with the August 2026 EGM of the Shareholders of the Company, the Company hereby furnishes the following documents:

Exhibits Index

Exhibit No.	Description
99.1	Notice and Proxy Statement of August 2026 EGM, dated July 15, 2026, to be mailed to shareholders of the Company in connection with the August 2026 EGM
99.2	Form of Proxy Card to be mailed to shareholders of the Company for use in connection with the August 2026 EGM

SIGNATURE

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

Date: July 15, 2026

	Wetour Robotics Limited

	By:		/s/<br> Nan Zheng
	Name:		Nan Zheng
	Title:		Chief<br> Executive Officer

Exhibit 99.1

WETOUR ROBOTICS LIMITED

(incorporated under the laws of the Cayman Islands)

(NASDAQ: WETO)

NOTICE OF EXTRAORDINARY GENERAL MEETING OF THESHAREHOLDERS

NOTICEIS HEREBY GIVEN that the extraordinary general meeting of the shareholders (the “Meeting”) of Wetour Robotics Limited (the “Company”) will be held at Room 7003, 3300 N Interstate 35 Ste 700, Austin, TX 78705on August 4, 2026 at 9:00 a.m. Eastern Time for the purpose of considering and passing, if thought fit, the following resolutions:

RESOLVED as an ordinary resolution with immediate effect, that the authorised share capital of the Company be increased from US$100,000 divided into 10,000,000 shares of par value US$0.01 each to US$20,000,000,000 divided into 2,000,000,000,000 shares of a par value of US$0.01 each, by the creation of 1,999,990,000,000 shares of par value US$0.01 each (the “Share Capital Increase”).
RESOLVED as a special resolution with immediate effect, conditional upon the approval of the Share Capital Increase and the A&R M&A (as defined below) being adopted, that the Company re-designate and re-classify its authorized and issued share capital from shares of par value US$0.01 (the “OrdinaryShares”) into Class A ordinary shares of par value US$0.01 each (the “Class A Ordinary Shares”) and Class B ordinary shares of par value US$0.01 each (the “Class B Ordinary Shares”) as follows (the “Share CapitalReorganization”):

(a)	8,151,600 of the issued and outstanding Ordinary Shares held by Micava Co., Ltd. be re-designated and re-classified into 8,151,600 Class<br>B Ordinary Shares;
(b)	8,148,000 of the issued and outstanding Ordinary Shares held by Annan Tech Co., Ltd. be re-designated and re-classified into 8,148,000<br>Class B Ordinary Shares;
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(c)	each of the remaining issued and outstanding Ordinary Shares be re-designated and re-classified into Class A Ordinary Shares on a one-for-one basis;
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(d)	199,983,700,400 of the authorized but unissued Ordinary Shares be re-designated and re-classified into Class B Ordinary Shares on a one-for-one basis; and
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(e)	each of the remaining authorised but unissued Ordinary Shares be re-designated and re-classified into Class A Ordinary Shares on a one-for-one basis,
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(f)	such that the Company’s authorised share capital shall be amended from US$20,000,000,000 divided into 2,000,000,000,000 shares of par value US$0.01 each to US$20,000,000,000 divided into 1,800,000,000,000 Class A ordinary shares of par value US$0.01 each and 200,000,000,000 Class B ordinary shares of par value US$0.01 each.
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RESOLVED as a special resolution, that subject to and immediately following the Share Capital Reorganization being effected, the Company adopt amended and restated memorandum and articles of association, in the form attached to the notice of meeting and proxy statement delivered to shareholders and dated July 15, 2026, in substitution for, and to the exclusion of, the Company’s existing memorandum and articles of association, to reflect the Share Capital Reorganization and the terms of the Class A Ordinary Shares and Class B Ordinary Shares.
RESOLVED as an ordinary resolution that:

(a)	conditional upon the approval of the board of directors of the Company (the “Board”) in its sole discretion, with effect as of the date the Board may determine (the “Effective Date”):
(i)	the authorised, issued, and outstanding shares of the Company (collectively, the “Shares”) be consolidated at any one time or multiple times during a period of up to two years of the date of the Meeting, at the exact consolidation ratio and effective time as the Board may determine in its sole discretion, provided always that the accumulated consolidation ratio for all such share consolidation(s) (together, “Share Consolidations”, and each a “Share Consolidation”) shall not be less than 2:1 nor greater than 250:1, with such consolidated Shares having the same rights and being subject to the same restrictions (save as to par value) as the existing Shares of such class as set out in the Company’s memorandum and articles of association (as may be amended from time to time);
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(ii)	no fractional Shares be issued in connection with the Share Consolidation(s) and, in the event that a shareholder would otherwise be entitled to receive a fractional Share upon the Share Consolidation(s), the total number of Shares to be received by such shareholder be rounded up to the next whole Share; and
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(iii)	any change to the Company’s authorised share capital in connection with, and as necessary to effect, the Share Consolidation(s) be and is hereby approved, such amendment to be determined by the Board in its sole discretion; and
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(b)	any one director or officer of the Company be and is hereby authorised, for and on behalf of the Company, to do all such other acts or things necessary or desirable to implement, carry out and give effect to the Share Consolidation(s), if and when deemed advisable by the Board in its sole discretion.
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RESOLVED as a special resolution that, subject to and immediately following each Share Consolidation being effected, the Company adopt an amended and restated memorandum of association in substitution for, and to the exclusion of, the Company’s then existing memorandum of association, to reflect such Share Consolidation.
RESOLVED as an ordinary resolution, to adjourn the general meeting to a later date or dates or sine die, if necessary or desirable, in the opinion of the directors, to permit further solicitation and vote of proxies if, at the time of the meeting, there are not sufficient votes for, or otherwise in connection with, the approval of the foregoing proposals.

The foregoing items of business, as well as the full text of the resolutions to be proposed, are more fully described in the proxy statement accompanying this notice. The Board unanimously recommends that the shareholders vote “FOR” for all the items.

The Board has fixed the close of business on July 9, 2026, as the record date (the “Record Date”) for determining the shareholders entitled to receive notice of and to vote at the Meeting or any adjournment thereof. Only holders of ordinary shares of the Company on the Record Date are entitled to receive notice of and to vote at the Meeting or any adjournment thereof.

Shareholders entitled to attend and vote at the Meeting are entitled to appoint one or more proxies to attend and vote instead of that Shareholder. Such proxyholder need not be a shareholder of the Company.

Shareholders may obtain a copy of the proxy materials from the Company’s website at https://wetourrobotics.com/. The notice of the Meeting, this proxy statement, and the proxy card will be sent or made available to shareholders on or about July 20, 2026.

Dated July 15, 2026
BY ORDER OF THE BOARD
Wetour Robotics Limited
/s/ Nan Zheng
Nan Zheng
Chief Executive Officer

WETOUR ROBOTICS LIMITED

EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

August 4, 2026

9:00 a.m., local time

PROXY STATEMENT

The board of directors (the “Board”) of Wetour Robotics Limited (the “Company”) is soliciting proxies for the extraordinary general meeting of shareholders (the “Meeting”) of the Company to be held on August 4, 2026, at 9:00 a.m. Eastern Time. The Company will hold the Meeting at Room 7003, 3300 N Interstate 35 Ste 700, Austin, TX 78705.

Registered shareholders and duly appointed proxyholders will be able to attend, participate and vote at the Meeting or any adjournment thereof in real time. Beneficial shareholders who hold their shares through a broker, investment dealer, bank, trust corporation, custodian, nominee or other intermediary who have not duly appointed themselves as proxyholder will be able to attend as guests and may view the webcast, but will not be able to participate in or vote at the Meeting.

If you wish to submit your proxy instructions by mail, please do the following: (i) sign and date the proxy card, (ii) mark the boxes indicating how you wish to vote, and (iii) return the proxy card in the prepaid envelope provided. Unsigned proxy cards will not be counted. If you wish to submit your proxy instructions over the internet, please go to the website listed on your proxy card or voting instruction form. To be valid, proxy instructions must be received by the Company before 11:59 p.m. Eastern Time on August 2, 2026 or such later time as the directors of the Company may determine. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic proxy instruction form. There may be costs associated with electronic access, such as usage charges from Internet access providers that must be paid by the shareholder. The Internet proxy voting procedures are designed to authenticate a shareholder’s identity to allow a shareholder to submit his, her or its proxy instructions and confirm that his, her or its instructions have been properly recorded. Submitting your proxy instructions over the Internet authorizes the named proxy to vote your shares in the same manner as if you had submitted a validly executed proxy card by mail. If you wish to vote in person at the meeting, you will be given a ballot when you arrive.

Only holders of the existing shares of the Company (“Ordinary Shares”) of record at the close of business on July 9, 2026 (the “Record Date”) are entitled to attend and vote at the Meeting or at any adjournment thereof. Shareholders holding Ordinary Shares that represent not less than one-third of the outstanding Ordinary Shares carrying the right to vote at the Meeting shall form a quorum.

Any shareholder entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote on such shareholder’s behalf. A proxy need not be a shareholder of the Company. Each holder of the Ordinary Shares shall on a poll be entitled to one vote in respect of each Ordinary Share held by such holder on the Record Date.

PROPOSAL TO BE VOTED ON

At the Meeting, resolutions will be proposed as follows:

1.	an ordinary resolution to approve the Share Capital Increase;
2.	an special resolution to approve the Share Capital Reorganization;
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3.	a special resolution to approve the adoption of amended and restated memorandum and articles of association to reflect the Share Capital Reorganization and the terms of each class of shares;
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4.	an ordinary resolution to approve future Share Consolidations;
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5.	a special resolution to approve the adoption of amended and restated memoranda of association to reflect changes of the Company’s authorised share capital as a result of future Share Consolidations (if any); and
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6.	an ordinary resolution to approve the adjournment;
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The Board recommends a vote “FOR”each of the above Proposals.

VOTING PROCEDURE FOR HOLDERS OF ORDINARY SHARES

Shareholders entitled to vote at the Meeting may do so either in person or by proxy. Those shareholders who are unable to attend the Meeting are requested to read, complete, sign, date, and return the attached proxy card in accordance with the instructions set out therein or to submit their proxy instructions via the website listed on the attached proxy card. To be valid, all proxy instructions must be received by the Company before 11:59 p.m. Eastern Time on August 2, 2026 or such later time as the directors of the Company may determine.

PROPOSAL NO.1

SHARE CAPITAL INCREASE

The Company’s current authorized share capital is US$100,000 divided into 1,000,000,000 shares of a par value of US$0.0001 each. At the extraordinary general meeting of shareholders of the Company held on February 27, 2026, shareholders passed a resolution approving a consolidation of the Company’s authorised, issued and outstanding shares of par value US$0.0001 at a ratio within a range of not less than 2:1 and not greater than 100:1, with the exact ratio and effective date to be determined by the directors of the Company. On July 6, 2026, the directors of the Company passed resolutions approving the consolidation of the Company’s authorised, issued and outstanding shares of par value US$0.0001 at a 100:1 ratio with effect on the date to be approved and agreed upon by The Nasdaq Stock Market LLC (the “Share Consolidation”). Following the Share Consolidation, the Company’s authorised share capital will be US$100,000 divided into10,000,000 shares of par value US$0.01 each and the Company expects the share consolidation to become effective prior to the date of the Meeting.

On the expectation that the Share Consolidation will be effected prior to the Meeting, the Board considers it in the best interests of the Company that shareholders be presented with a proposal to approve, as an ordinary resolution, an increase in the Company’s authorized share capital from US$100,000 divided into 10,000,000 shares of par value US$0.01 each to US$20,000,000,000 divided into 2,000,000,000,000 shares of a par value of US$0.01 each, by the creation of 1,999,990,000,000 shares of par value US$0.01 each.

The text of the resolution is as follows.

“It is resolved, as an ordinary resolution with immediate effect, that the authorised share capital of the Company be increased from US$100,000 divided into10,000,000 shares of par value US$0.01 each to US$20,000,000,000 divided into 2,000,000,000,000 shares of a par value of US$0.01 each, by the creation of 1,999,990,000,000 shares of par value US$0.01 each (the “Share Capital Increase”).”

Proposal No. 1 will be approved if the affirmative vote of a simple majority of the votes of the Ordinary Shares entitled to vote thereon which are present in person or by duly authorized representative or by proxy at the Meeting by the holders of Ordinary Shares of the Company entitled to vote at the Meeting vote “FOR” the proposal. Abstentions and broker non-votes will have no effect on the result of the vote.

The Share Capital Increase will become effective upon the close of the Meeting.

If the Share Consolidation has not been effected prior to the Meeting, the directors may seek to adjourn the Meeting in accordance with the Company’s amended and restated articles of association until such time as the Share Consolidation has been effected.

THE BOARD RECOMMENDS A VOTE “FOR”PROPOSAL 1, SHARE CAPITAL INCREASE.

PROPOSAL NO.2

SHARE CAPITAL REORGANIZATION

It is proposed that, subject to Proposals No. 1 and No. 3 also being approved, the Company re-designate and re-classify its authorised and issued share capital from shares of par value US$0.01 into Class A ordinary shares of par value US$0.01 each (the “Class A Ordinary Shares”) and Class B ordinary shares of par value US$0.01 (the “Class B Ordinary Shares”) (the “Share Capital Reorganization”). The effect of the Share Capital Reorganization will be to change the Company’s authorized share capital from US$20,000,000,000 divided into 2,000,000,000,000 shares of par value US$0.01 each to US$20,000,000,000 divided into 1,800,000,000,000 Class A ordinary shares of par value US$0.01 each and 200,000,000,000 Class B ordinary shares of par value US$0.01 each.

It is intended that the Class A Ordinary Shares and Class B Ordinary Shares will have the same rights and privileges as the Company’s current Ordinary Shares except that Class B Ordinary Shares will have different voting and conversion rights. In respect of all matters subject to vote by way of poll at general meetings of the Company, each Class A Ordinary Share will entitle the holder thereof to one vote and each Class B Ordinary Share will entitle the holder thereof to 100 votes. Class B Ordinary Shares will be convertible into Class A Ordinary Shares at any time after issuance at the option of the holder on a one-for-one basis. Class A Ordinary Shares will not be convertible into shares of any other class.

As part of the Share Capital Reorganization, all outstanding Ordinary Shares will be converted into Class A Ordinary Shares except for 8,151,600 Ordinary Shares and 8,148,000 Ordinary Shares held by Micava Co., Ltd. which is 100% owned by our chairman of the Board and director, Zheng Jiahua, and Annan Tech Co., Ltd. which is 100% owned by our chief executive officer, interim chief financial officer and director, Zheng Nan, respectively, which will be converted into Class B Ordinary Shares.

To effect the Share Capital Reorganization, shareholders will be asked to pass the following special resolution:

“It is resolved as a special resolution with immediate effect, conditional upon the approval of the Share Capital increase and the A&R M&A (as defined in Proposal No. 3) being adopted, that the Company re-designate and re-classify its authorized and issued share capital from shares of par value US$0.01 (the “Ordinary Shares”) into Class A ordinary shares of par value US$0.01 each (the “Class A Ordinary Shares”) and Class B ordinary shares of par value US$0.01 each (the “Class B Ordinary Shares”) as follows (the “ShareCapital Reorganization”):

(i)	8,151,600 of the issued and outstanding Ordinary Shares held by Micava Co., Ltd. be re-designated and re-classified into 8,151,600<br>Class B Ordinary Shares;
(ii)	8,148,000 of the issued and outstanding Ordinary Shares held by Annan Tech Co., Ltd. be re-designated and re-classified into 8,148,000<br>Class B Ordinary Shares;
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(iii)	each of the remaining issued and outstanding Ordinary Shares<br>be re-designated and re-classified into Class A Ordinary Shares on a one-for-one basis;
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(iv)	199,983,700,400 of the authorized but unissued Ordinary Shares<br>be re-designated and re-classified into Class B Ordinary Shares on a one-for-one basis; and
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(v)	each of the remaining authorised but unissued Ordinary Shares<br>be re-designated and re-classified into Class A Ordinary Shares on a one-for-one basis,
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such that the Company’s authorised share capital shall be amended from US$20,000,000,000 divided into 2,000,000,000,000 shares of par value US$0.01 each to US$20,000,000,000 divided into 1,800,000,000,000 Class A ordinary shares of par value US$0.01 each and 200,000,000,000 Class B ordinary shares of par value US$0.01 each.”

Proposal No. 2 will be approved if the affirmative vote of a majority of not less than two-thirds of the votes of the Ordinary Shares entitled to vote thereon which are present in person or by duly authorized representative or by proxy at the Meeting by the holders of ordinary shares of the Company entitled to vote at the Meeting vote “FOR” the proposal. Abstentions and broker non-votes will have no effect on the result of the vote.

The Share Capital Reorganization is conditional upon Proposals No.1 and No.3 also being approved and will become effective upon the close of the Meeting.

THE BOARD RECOMMENDS A VOTE “FOR”PROPOSAL 2, SHARE CAPITAL REORGANIZATION.

PROPOSAL NO.3THE ADOPTION OF THE AMENDED ANDRESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION(SHARE CAPITAL REORGANIZATION)

In connection with Proposal No. 2, it is proposed that the Company adopt amended and restated memorandum and articles of association (the “A&R M&A”), the form of which is annexed to this proxy statement, to reflect the Share Capital Reorganization and the rights attaching to the Class A Ordinary Shares and Class B Ordinary Shares.

Under the terms of the A&R M&A, the Class A Ordinary Shares and Class B Ordinary Shares will have the same rights and privileges as the Company’s current Ordinary Shares except that Class B Ordinary Shares will have different voting and conversion rights. In respect of all matters subject to vote by way of poll at general meetings of the Company, each Class A Ordinary Share will entitle the holder thereof to one vote and each Class B Ordinary Share will entitle the holder thereof to 100 votes. Class B Ordinary Shares will be convertible into Class A Ordinary Shares at any time after issuance at the option of the holder on a one-for-one basis. Class A Ordinary Shares will not be convertible into shares of any other class.

For the Company to adopt the A&R M&A, shareholders will be asked to pass the following special resolution:

“It is resolved, as a special resolution, that subject to and immediately following the Share Capital Reorganization being effected, the Company adopt amended and restated memorandum and articles of association, in the form attached to the notice of meeting and proxy statement delivered to shareholders and dated July 15, 2026, in substitution for, and to the exclusion of, the Company’s existing memorandum and articles of association, to reflect the Share Capital Reorganization and the terms of the Class A Ordinary Shares and Class B Ordinary Shares.”

Proposal No. 3 will be approved if the affirmative vote of a majority of not less than two-thirds of the votes of the Ordinary Shares entitled to vote thereon which are present in person or by duly authorized representative or by proxy at the Meeting by the holders of ordinary shares of the Company entitled to vote at the Meeting vote “FOR” the proposal. Abstentions and broker non-votes will have no effect on the result of the vote.

The adoption of amended and restated memorandum and articles of association will become effective upon the Share Capital Reorganization becoming effective.

THE BOARD RECOMMENDS A VOTE “FOR”PROPOSAL 3, THE ADOPTION OF AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION (SHARE CAPITAL REORGANIZATION).

PROPOSAL NO.4

SHARE CONSOLIDATION

The Board has approved, and directed that the following ordinary resolution be submitted to the members of the Company for approval:

“It is resolved that:

(a)	conditional upon the approval of the board of directors of the Company (the “Board”) in its sole discretion, with effect as of the date the Board may determine (the “Effective Date”):
(i)	the authorised, issued, and outstanding shares of the Company (collectively, the “Shares”) be consolidated at any one time or multiple times during a period of up to two years of the date of the Meeting, at the exact consolidation ratio and effective time as the Board may determine in its sole discretion, provided always that the accumulated consolidation ratio for all such share consolidation(s) (together, “Share Consolidations”, and each a “Share Consolidation”) shall not be less than 2:1 nor greater than 250:1, with such consolidated Shares having the same rights and being subject to the same restrictions (save as to par value) as the existing Shares of such class as set out in the Company’s memorandum and articles of association (as may be amended from time to time);
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(ii)	no fractional Shares be issued in connection with the Share Consolidation(s) and, in the event that a shareholder would otherwise be entitled to receive a fractional Share upon the Share Consolidation(s), the total number of Shares to be received by such shareholder be rounded up to the next whole Share; and
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(iii)	any change to the Company’s authorised share capital in connection with, and as necessary to effect, the Share Consolidation(s) be and is hereby approved, such amendment to be determined by the Board in its sole discretion; and
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(b)	any one director or officer of the Company be and is hereby authorised, for and on behalf of the Company, to do all such other acts or things necessary or desirable to implement, carry out and give effect to the Share Consolidation(s), if and when deemed advisable by the Board in its sole discretion.”
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Proposal No. 4 will be approved if the affirmative vote of a simple majority of the votes of the Ordinary Shares entitled to vote thereon which are present in person or by duly authorized representative or by proxy at the Meeting by the holders of Ordinary Shares of the Company entitled to vote at the Meeting vote “FOR” the proposal. Abstentions and broker non-votes will have no effect on the result of the vote.

The Share Consolidations will become effective upon approval of our shareholders and subsequent determination by the Board of the consolidation ratio and effective date, in its sole discretion.

THEBOARD RECOMMENDS A VOTE “FOR” PROPOSAL 4, SHARE CONSOLIDATIONS.

PROPOSAL NO.5

THE ADOPTION OF AMENDED AND RESTATED MEMORANDUMOF ASSOCIATION (SHARE CONSOLIDATIONS)

In connection with Proposal No. 4, it is proposed that the Company adopt an amended and restated memorandum of association each time a Share Consolidation is effect to reflect the consolidated share capital of the Company.

The Board has approved, and directed that the following special resolution be submitted to the members of the Company for approval:

“It is resolved as a special resolution that, subject to and immediately following each Share Consolidation being effected, the Company adopt an amended and restated memorandum of association in substitution for, and to the exclusion of, the Company’s then existing memorandum of association, to reflect such Share Consolidation.”

Proposal No. 5 will be approved if the affirmative vote of a majority of not less than two-thirds of the votes of the Ordinary Shares entitled to vote thereon which are present in person or by duly authorized representative or by proxy at the Meeting by the holders of Ordinary Shares of the Company entitled to vote at the Meeting vote “FOR” the proposal. Abstentions and broker non-votes will have no effect on the result of the vote.

The adoption of an amended and restated memorandum of association will become effective upon such Share Consolidations becoming effective.

THE BOARD RECOMMENDS A VOTE “FOR”PROPOSAL 5, THE ADOPTION OF AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION (SHARE CONSOLIDATIONS).

PROPOSAL NO.6

ADJOURNMENT

The Board has approved, and directed that the following ordinary resolution be submitted to the members of the Company for approval:

“It is resolved, as an ordinary resolution, to adjourn the general meeting to a later date or dates or sine die, if necessary or desirable, in the opinion of the directors, to permit further solicitation and vote of proxies if, at the time of the meeting, there are not sufficient votes for, or otherwise in connection with, the approval of the foregoing proposals.”

Proposal No. 6 will be approved if the affirmative vote of a simple majority of the votes of the ordinary shares entitled to vote thereon which are present in person or by duly authorized representative or by proxy at the Meeting by the holders of Ordinary Shares of the Company entitled to vote at the Meeting vote “FOR” the proposal. Abstentions and broker non-votes will have no effect on the result of the vote.

THE BOARD RECOMMENDS A VOTE “FOR”PROPOSAL 6, THE ADJOURNMENT.

OTHER MATTERS

The Board is not aware of any other matters to be submitted to the Meeting. If any other matters properly come before the Meeting, it is the intention of the persons named in the enclosed form of proxy to vote the shares they represent as the Board may recommend.

By order of the Board
/s/ Nan Zheng
Nan Zheng
Chief Executive Officer

CompaniesAct (Revised)

CompanyLimited by Shares


	AMENDEDAND RESTATED MEMORANDUM OF ASSOCIATION OF Wetour Robotics Limited

(Adopted by special resolution passed on [●] 2026)

CompaniesAct (Revised)

CompanyLimited by Shares

Amendedand Restated

Memorandumof Association

WetourRobotics Limited

(Adopted by special resolution passed on [●] 2026

1	The<br> name of the Company is Wetour Robotics Limited.
2	The<br> Registered Office of the Company shall be at the offices of Ogier Global (Cayman) Limited,<br> 89 Nexus Way, Camana Bay, Grand Cayman KY1-9009, Cayman Islands, or at such other place within<br> the Cayman Islands as the Directors may decide.
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3	The<br> Company’s objects are unrestricted. As provided by section 7(4) of the Companies Act<br> (Revised), the Company has full power and authority to carry out any object not prohibited<br> by any law of the Cayman Islands.
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4	The<br> Company has unrestricted corporate capacity. Without limitation to the foregoing, as provided<br> by section 27 (2) of the Companies Act (Revised), the Company has and is capable of exercising<br> all the functions of a natural person of full capacity irrespective of any question of corporate<br> benefit.
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5	Nothing<br> in any of the preceding paragraphs permits the Company to carry on any of the following businesses<br> without being duly licensed, namely:
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(a)	the<br> business of a bank or trust company without being licensed in that behalf under the Banks<br> and Trust Companies Act (Revised); or
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(b)	insurance<br> business from within the Cayman Islands or the business of an insurance manager, agent, sub-agent<br> or broker without being licensed in that behalf under the Insurance Act (Revised);or
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(c)	the<br> business of company management without being licensed in that behalf under the Companies<br> Management Act (Revised).
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6	The<br> Company will not trade in the Cayman Islands with any person, firm or corporation except<br> in furtherance of its business carried on outside the Cayman Islands. Despite this, the Company<br> may effect and conclude contracts in the Cayman Islands and exercise in the Cayman Islands<br> any of its powers necessary for the carrying on of its business outside the Cayman Islands.
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7	The<br> Company is a company limited by shares and accordingly the liability of each member is limited<br> to the amount (if any) unpaid on that member’s shares.
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8	The<br> share capital of the Company is US$20,000,000,000 divided into 1,800,000,000,000 Class A<br> ordinary shares of par value US$0.01 each and 200,000,000,000 Class B ordinary shares of<br> par value US$0.01 each. Other than as set out in the preceding sentence, there is no limit<br> on the number of shares of any class which the Company is authorised to issue. However, subject<br> to the Companies Act (Revised) and the Company’s articles of association, the Company<br> has power to do any one or more of the following:
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(a)	redeem<br> or repurchase any of its shares;
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(b)	increase<br> or reduce its capital;
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(c)	issue<br> any part of its capital (whether original, redeemed, increased or reduced):
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(i)	with<br> or without any preferential, deferred, qualified or special rights, privileges or conditions;<br> or
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(ii)	subject<br> to any limitations or restrictions,
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and unless the condition of issue expressly declares otherwise, every issue of shares (whether declared to be ordinary, preference or otherwise) is subject to this power; and

(d)	alter<br> any of those rights, privileges, conditions, limitations or restrictions.
9	The<br> Company has power to register by way of continuation as a body corporate limited by shares<br> under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the<br> Cayman Islands.
---	---

CompaniesAct (Revised)

CompanyLimited By Shares


	AMENDED AND RESTATED ARTICLES OF ASSOCIATION of Wetour Robotics Limited

(Adopted by special resolution passed on [●] 2026)

Contents

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

2	Shares	5
Power to issue Shares and options, with<br> or without special rights		5

Power to pay commissions and brokerage fees		5
Trusts not recognised		6
Security interests		6
Power to vary class rights		6
Effect of new Share issue on existing class<br> rights		7
No bearer Shares or warrants		7
Treasury Shares		7
Rights attaching to Treasury Shares and<br> related matters		7
Register of Members		8
Annual Return		8

3	Share certificates	8
Issue of share certificates		8
Renewal of lost or damaged share certificates		9

4	Lien on Shares	9
Nature and scope of lien		9
Company may sell Shares to satisfy lien		9
Authority to execute instrument of transfer		10
Consequences of sale of Shares to satisfy<br> lien		10
Application of proceeds of sale		10

5	Calls on Shares and forfeiture	11
Power to make calls and effect of calls		11
Time when call made		11
Liability of joint holders		11
Interest on unpaid calls		11
Deemed calls		11
Power to accept early payment		12
Power to make different arrangements at<br> time of issue of Shares		12
Notice of default		12
Forfeiture or surrender of Shares		12
Disposal of forfeited or surrendered Share<br> and power to cancel forfeiture or surrender		12
Effect of forfeiture or surrender on former<br> Member		13
Evidence of forfeiture or surrender		13
Sale of forfeited or surrendered Shares		13

6	Transfer of Shares	14
Right to transfer		14
Suspension of transfers		14
Company may retain instrument of transfer		15
Notice of refusal to register		15

7	Transmission of Shares	15
Persons entitled on death of a Member		15
Registration of transfer of a Share following<br> death or bankruptcy		15

A-i

Indemnity		16
Rights of person entitled to a Share following<br> death or bankruptcy		16

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

9	Conversion, redemption and purchase of own Shares	17
Power to issue redeemable Shares and to<br> purchase own Shares		17
Power to pay for redemption or purchase<br> in cash or in specie		18
Effect of redemption or purchase of a Share		18
Conversion Rights		18
Share Conversions		19

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

11	Proceedings at meetings of Members	21
Quorum		21
Lack of quorum		22
Chairman		22
Right of a Director to attend and speak		22
Accommodation of Members at meeting virtually		22
Security		22
Adjournment		23
Method of voting		23
Outcome of vote by show of hands		23
Withdrawal of demand for a poll		23
Taking of a poll		24
Chairman’s casting vote		24
Written resolutions		24
Sole-Member Company		25

12	Voting rights of Members	25
Right to vote		25
Voting rights		25
Rights of joint holders		25
Representation of corporate Members		25
Member with mental disorder		26
Objections to admissibility of votes		26
Form of proxy		26
How and when proxy is to be delivered		27
Voting by proxy		29

13	Number of Directors	29

14	Appointment, disqualification and removal of Directors	29
First Directors		29
No age limit		29
Corporate Directors		29

A-ii

No shareholding qualification		29
Appointment of Directors		29
Board’s power to appoint Directors		30
Eligibility		30
Appointment at annual general meeting		30
Removal of Directors		30
Resignation of Directors		31
Termination of the office of Director		31

15	Alternate Directors	31
Appointment and removal		31
Notices		32
Rights of alternate Director		32
Appointment ceases when the appointor ceases<br> to be a Director		32
Status of alternate Director		33
Status of the Director making the appointment		33

16	Powers of Directors	33
Powers of Directors		33
Directors below the minimum number		33
Appointments to office		34
Provisions for employees		34
Exercise of voting rights		34
Remuneration		35
Disclosure of information		35

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

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

19	Permissible Directors’ interests and disclosure	40

20	Minutes	41

21	Accounts and audit	41
Auditors		41

22	Record dates	42

23	Dividends	42
Source of dividends		42

A-iii

Declaration of dividends by Members		42
Payment of interim dividends and declaration<br> of final dividends by Directors		42
Apportionment of dividends		43
Right of set off		43
Power to pay other than in cash		44
How payments may be made		44
Dividends or other monies not to bear interest<br> in absence of special rights		45
Dividends unable to be paid or unclaimed		45

24	Capitalisation of profits	45
Capitalisation of profits or of any share<br> premium account or capital redemption reserve;		45
Applying an amount for the benefit of Members		45

25	Share Premium Account	46
Directors to maintain share premium account		46
Debits to share premium account		46

26	Seal	46
Company seal		46
Duplicate seal		46
When and how seal is to be used		46
If no seal is adopted or used		47
Power to allow non-manual signatures and<br> facsimile printing of seal		47
Validity of execution		47

27	Indemnity	47
Release		48
Insurance		48

28	Notices	49
Form of notices		49
Electronic communications		49
Persons entitled to notices		50
Persons authorised to give notices		50
Delivery of written notices		50
Joint holders		50
Signatures		50
Giving notice to a deceased or bankrupt<br> Member		51
Date of giving notices		51
Saving provision		52

29	Authentication of Electronic Records	52
Application of Articles		52
Authentication of documents sent by Members<br> by Electronic means		52
Authentication of document sent by the<br> Secretary or Officers of the Company by Electronic means		52
Manner of signing		53
Saving provision		53

30	Transfer by way of continuation	53

31	Winding up	54
Distribution of assets in specie		54
No obligation to accept liability		54

32	Amendment of Memorandum and Articles	54
Power to change name or amend Memorandum		54
Power to amend these Articles		54

A-iv

Companies Act (Revised)

Company Limited by Shares

Amended and Restated

Articles of Association

WetourRobotics Limited

(Adopted by special resolution passed on [●] 2026)

1	Definitions, interpretation and exclusion of Table A

Definitions

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

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

Articlesmeans, as appropriate:

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

and Article refers to a particular article of these Articles;

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

Board means the board of Directors from time to time;

BusinessDay 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;

CaymanIslands means the British Overseas Territory of the Cayman Islands;

ClassA Ordinary Share means a Share designated as a class A ordinary share of the Company and having the rights attached to such share and being subject to the restrictions specified in these Articles;

ClassB Ordinary Share means a Share designated as a class B ordinary share of the Company and having the rights attached to such share and being subject to the restrictions specified in these Articles;

A-1

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

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

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;

DefaultRate means ten per cent per annum;

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

DesignatedStock 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;

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

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

FullyPaid Up means:

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

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

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

A-2

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;

OrdinaryResolution means a resolution of a General Meeting passed by a simple majority of Members who (being entitled to do so) vote in person or by proxy at that meeting. The expression includes a unanimous written resolution;

PartlyPaid Up means:

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

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

Share means a share in the capital of the Company having the rights set out in these Articles and issued as either a Class A Ordinary Share or as a Class B Ordinary Share. In these Articles the term Share shall embrace all classes of Share except where reference is made to a specific class. The expression:

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

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

TreasuryShares means Shares held in treasury pursuant to the Act and Article 2.12; 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.

A-3

Interpretation

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

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

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

A-4

1.3	The<br> headings in these Articles are intended for convenience only and shall not affect the interpretation<br> of these Articles.

Exclusion of Table A Articles

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

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

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

Power to pay commissions and brokerage fees

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

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

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

A-5

Trusts not recognised

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

Security interests

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

Power to vary class rights

2.8	If<br> the share capital is divided into different classes of Shares then, unless the terms on which<br> a class of Shares was issued state otherwise, the rights attaching to a class of Shares may<br> only be varied if one of the following applies:
(a)	the<br> Members holding not less than two-thirds of the issued Shares of that class consent in writing<br> to the variation; or
---	---
(b)	the<br> variation is made with the sanction of a Special Resolution passed at a separate general<br> meeting of the Members holding the issued Shares of that class.
---	---
2.9	For<br> the purpose of Article 2.8(b), all the provisions of these Articles relating to general meetings<br> apply, mutatis mutandis, to every such separate meeting except that:
---	---
(a)	the<br> necessary quorum shall be one or more persons holding, or representing by proxy, not less<br> than one third of the issued Shares of the class; and
---	---
(b)	any<br> Member holding issued Shares of the class, present in person or by proxy or, in the case<br> of a corporate Member, by its duly authorised representative, may demand a poll.
---	---
2.10	For<br> the purposes of a separate class meeting, the Directors may treat two or more or all the<br> classes of Shares as forming one class of Shares if the Directors consider that such classes<br> of Shares would be affected in the same way by the proposals under consideration, but in<br> any other case shall treat them as separate classes of Shares.
---	---

A-6

Effect of new Share issue on existing class rights

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

No bearer Shares or warrants

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

Treasury Shares

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

Rights attaching to Treasury Shares and related matters

2.14	No<br> dividend may be declared or paid, and no other distribution (whether in cash or otherwise)<br> of the Company’s assets (including any distribution of assets to Members on a winding<br> up) may be made to the Company in respect of a Treasury Share.
2.15	The<br> Company shall be entered in the register of Members as the holder of the Treasury Shares.<br> However:
---	---
(a)	the<br> Company shall not be treated as a Member for any purpose and shall not exercise any right<br> in respect of the Treasury Shares, and any purported exercise of such a right shall be void;<br> and
---	---
(b)	a<br> Treasury Share shall not be voted, directly or indirectly, at any meeting of the Company<br> and shall not be counted in determining the total number of issued shares at any given time,<br> whether for the purposes of these Articles or the Act.
---	---
2.16	Nothing<br> in Article 2.14 prevents an allotment of Shares as Fully Paid Up bonus shares in respect<br> of a Treasury Share and Shares allotted as Fully Paid Up bonus shares in respect of a Treasury<br> Share shall be treated as Treasury Shares.
---	---
2.17	Treasury<br> Shares may be disposed of by the Company in accordance with the Act and otherwise on such<br> terms and conditions as the Directors determine.
---	---

A-7

2.18

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.

Annual Return

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

Issue of share certificates

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

A-8

Renewal of lost or damaged share certificates

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

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

4	Lien on Shares

Nature and scope of lien

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

Company may sell Shares to satisfy lien

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

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

A-9

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

Authority to execute instrument of transfer

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

Consequences of sale of Shares to satisfy lien

4.8	On<br> a sale pursuant to the preceding Articles:
(a)	the<br> name of the Member concerned shall be removed from the register of Members as the holder<br> of those Lien Default Shares; and
---	---
(b)	that<br> person shall deliver to the Company for cancellation the certificate (if any) for those Lien<br> Default Shares.
---	---
4.9	Notwithstanding<br> the provisions of Article 4.8, such person shall remain liable to the Company for all monies<br> which, at the date of sale, were presently payable by him to the Company in respect of those<br> Lien Default Shares. That person shall also be liable to pay interest on those monies from<br> the date of sale until payment at the rate at which interest was payable before that sale<br> or, failing that, at the Default Rate. The Board may 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<br> net proceeds of the sale, after payment of the costs, shall be applied in payment of so much<br> of the sum for which the lien exists as is presently payable. Any residue shall be paid to<br> the person whose Lien Default Shares have been sold:
(a)	if<br> no certificate for the Lien Default Shares was issued, at the date of the sale; or
---	---
(b)	if<br> a certificate for the Lien Default Shares was issued, upon surrender to the Company of that<br> 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.

A-10

5	Calls on Shares and forfeiture

Power to make calls and effect of calls

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

Time when call made

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

Liability of joint holders

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

Interest on unpaid calls

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

Deemed calls

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

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Power to accept early payment

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

Power to make different arrangements at time of issue of Shares

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

Notice of default

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

5.12

If 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 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 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 authorise some person to execute an instrument of transfer of the Share to the transferee.

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Effect of forfeiture or surrender on former Member

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

Evidence of forfeiture or surrender

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

Sale of forfeited or surrendered Shares

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

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6	Transfer of Shares

Right to transfer

6.1	The<br> instrument of transfer of any Share shall be in writing and in any usual or common form or<br> such other form as the Directors may, in their absolute discretion, approve and be executed<br> by or on behalf of the transferor and if in respect of a nil or Partly Paid Up Share, or<br> if so required by the Directors, shall also be executed on behalf of the transferee and shall<br> be accompanied by the certificate (if any) of the Shares to which it relates and such other<br> evidence as the Directors may reasonably require to show the right of the transferor to make<br> the transfer. The transferor shall be deemed to remain a Member until the name of the transferee<br> is entered in the register of Members in respect of the relevant Shares.
6.2	The<br> Directors may in their absolute discretion decline to register any transfer of Shares which<br> is not Fully Paid Up or on which the Company has a lien.
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6.3	The<br> Directors may also, but are not required to, decline to register any transfer of any Share<br> unless:
---	---
(a)	the<br> instrument of transfer is lodged with the Company, accompanied by the certificate (if any)<br> for the Shares to which it relates and such other evidence as the Board may reasonably require<br> to show the right of the transferor to make the transfer;
---	---
(b)	the<br> instrument of transfer is in respect of only one class of Shares;
---	---
(c)	the<br> instrument of transfer is properly stamped, if required;
---	---
(d)	in<br> the case of a transfer to joint holders, the number of joint holders to whom the Share is<br> to be transferred does not exceed four;
---	---
(e)	the<br> Shares transferred are Fully Paid Up and free of any lien in favour of the Company; and
---	---
(f)	any<br> applicable fee of such maximum sum as the Designated Stock Exchanges may determine to be<br> payable, or such lesser sum as the Board may from time to time require, related to the transfer<br> is paid to the Company.
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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.

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Company may retain instrument of transfer

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

Notice of refusal to register

6.6	If<br> the Directors refuse to register a transfer of any Shares, they shall within three months<br> after the date on which the instrument of transfer was lodged with the Company send to each<br> of the transferor and the transferee notice of the refusal.
7	Transmission of Shares
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Persons entitled on death of a Member

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

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

Indemnity

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

Rights of person entitled to a Share following death or bankruptcy

7.9

A 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

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Increasing, consolidating, converting, dividing and cancelling share capital

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

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

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

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

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

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

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

Effect of redemption or purchase of a Share

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

9.5

Each Class B Ordinary Share shall be convertible, at the option of the holder thereof, at any time after the date of issuance of such Share, at the office of the Company or any transfer agent for such Shares, into one fully paid and non-assessable Class A Ordinary Share.

9.6

The Directors shall at all times reserve and keep available out of the Company’s authorised but unissued Class A Ordinary Shares, solely for the purpose of effecting the conversion of the Class B Ordinary Shares, such number of its Class A Ordinary Shares as shall from time to time be sufficient to effect the conversion of all outstanding Class B Ordinary Shares; and if at any time the number of authorised but unissued Class A Ordinary Shares shall not be sufficient to effect the conversion of all then outstanding Class B Ordinary Shares, in addition to such other remedies as shall be available to the holders of such Class B Ordinary Shares, the Directors will take such action as may be necessary to increase its authorised but unissued Class A Ordinary Shares to such number of Shares as shall be sufficient for such purposes.

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Share Conversions

9.7

All conversions of Class B Ordinary Shares to Class A Ordinary Shares shall be effected by way of redemption or repurchase by the Company of the relevant Class B Ordinary Shares and the simultaneous issue of Class A Ordinary Shares in consideration for such redemption or repurchase. The Members and the Company will procure that any and all necessary corporate actions are taken to effect such conversion.

Meetings of Members

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Annual and extraordinary general meetings

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

10.3	The<br> Directors may call a general meeting at any time.
10.4	If<br> there are insufficient Directors to constitute a quorum and the remaining Directors are unable<br> to agree on the appointment of additional Directors, the Directors must call a general meeting<br> for the purpose of appointing additional Directors.
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10.5	The<br> Directors must also call a general meeting if requisitioned in the manner set out in the<br> next two Articles.
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10.6	The<br> requisition must be in writing and given by one or more Members who together hold at least<br> ten per cent of the rights to vote at such general meeting.
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10.7	The<br> requisition must also:
---	---
(a)	specify<br> the purpose of the meeting.
---	---
(b)	be<br> signed by or on behalf of each requisitioner (and for this purpose each joint holder shall<br> be obliged to sign). The requisition may consist of several documents in like form signed<br> by one or more of the requisitioners; and
---	---
(c)	be<br> delivered in accordance with the notice provisions.
---	---
10.8	Should<br> the Directors fail to call a general meeting within 21 Clear Days’ from the date of<br> receipt of a requisition, the requisitioners or any of them may call a general meeting within<br> three months after the end of that period.
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10.9

Without limitation to the foregoing, if there are insufficient Directors to constitute a quorum and the remaining Directors are unable to agree on the appointment of additional Directors, any one or more Members who together hold at least five per cent of the rights to vote at a general meeting may call a general meeting for the purpose of considering the business specified in the notice of meeting which shall include as an item of business the appointment of additional Directors.

10.10

If the Members call a meeting under the above provisions, the Company shall reimburse their reasonable expenses.

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Content of notice

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

10.13	At<br> least five Clear Days’ notice of any general meeting must be given to Members or such<br> longer period of notice as required by the Designated Stock Exchange Rules and the rules<br> and regulations of the Commission.
10.14	Subject<br> to the Act, a meeting may be convened on shorter notice, subject to the Act with the consent<br> of the Member or Members who, individually or collectively, hold at least ninety per cent<br> of the voting rights of all those who have a right to vote at that meeting.
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Persons entitled to receive notice

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

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

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

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

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

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

Accommodation of Members at meeting virtually

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

11.7

In addition to any measures which the Board may be required to take due to the location or venue of the 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.

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Adjournment

11.8	The<br> chairman may at any time adjourn a meeting with the consent of the Members constituting a<br> quorum. The chairman must adjourn the meeting if so directed by the meeting. No business,<br> however, can be transacted at an adjourned meeting other than business which might properly<br> have been transacted at the original meeting.
11.9	Should<br> a meeting be adjourned for more than 7 Clear Days, whether because of a lack of quorum or<br> otherwise, Members shall be given at least seven Clear Days’ notice of the date, time<br> and place of the adjourned meeting and the general nature of the business to be transacted.<br> Otherwise it shall not be necessary to give any notice of the adjournment.
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Method of voting

11.10	A<br> resolution put to the vote of the meeting shall be decided on a show of hands unless before,<br> or on, the declaration of the result of the show of hands, a poll is duly demanded. Subject<br> to the Act, a poll may be demanded:
(a)	by<br> the chairman of the meeting;
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(b)	by<br> at least two Members having the right to vote on the resolutions;
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(c)	by<br> any Member or Members present who, individually or collectively, hold at least ten per cent<br> of the voting rights of all those who have a right to vote on the resolution.
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Outcome of vote by show of hands

11.11	Unless<br> a poll is duly demanded, a declaration by the chairman as to the result of a resolution and<br> an entry to that effect in the minutes of the meeting shall be conclusive evidence of the<br> outcome of a show of hands without proof of the number or proportion of the votes recorded<br> in favour of or against the resolution.

Withdrawal of demand for a poll

11.12

The demand for a poll may be withdrawn before the poll is taken, but only with the consent of the chairman. The chairman shall announce any such withdrawal to the meeting and, unless another person forthwith demands a poll, any earlier show of hands on that resolution shall be treated as the vote on that resolution; if there has been no earlier show of hands, then the resolution shall be put to the vote of the meeting.

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Taking of a poll

11.13	A<br> poll demanded on the question of adjournment shall be taken immediately.
11.14	A<br> poll demanded on any other question shall be taken either immediately or at an adjourned<br> meeting at such time and place as the chairman directs, not being more than thirty Clear<br> Days after the poll was demanded.
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11.15	The<br> demand for a poll shall not prevent the meeting continuing to transact any business other<br> than the question on which the poll was demanded.
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11.16	A<br> poll shall be taken in such manner as the chairman directs. He may appoint scrutineers (who<br> need not be Members) and fix a place and time for declaring the result of the poll. If, through<br> the aid of technology, the meeting is held virtually or in more than place, the chairman<br> may appoint scrutineers virtually and in more than place; but if he considers that the poll<br> cannot be effectively monitored at that meeting, the chairman shall adjourn the holding of<br> the poll to a date, place and time when that can occur.
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Chairman’s casting vote

11.17	In<br> the case of an equality of votes, whether on a show of hands or on a poll, the Chairman of<br> the meeting at which the show of hands takes place or at which the poll is demanded shall<br> not be entitled to a second or casting vote.

Written resolutions

11.18	Members<br> may pass a resolution in writing without holding a meeting if the following conditions are<br> met:
(a)	all<br> Members entitled to vote are given notice of the resolution as if the same were being proposed<br> at a meeting of Members;
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(b)	all<br> Members entitled so to vote;
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(i)	sign<br> a document; or
---	---
(ii)	sign<br> several documents in the like form each signed by one or more of those Members; and
---	---
(c)	the<br> signed document or documents is or are delivered to the Company, including, if the Company<br> so nominates, by delivery of an Electronic Record by Electronic means to the address specified<br> for that purpose.
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(d)	Such<br> written resolution shall be as effective as if it had been passed at a meeting of the Members<br> entitled to vote duly convened and held.
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11.19	If<br> a written resolution is described as a Special Resolution or as an Ordinary Resolution, it<br> has effect accordingly.
---	---
11.20	The<br> Directors may determine the manner in which written resolutions shall be put to Members.<br> In particular, they may provide, in the form of any written resolution, for each Member to<br> indicate, out of the number of votes the Member would have been entitled to cast at a meeting<br> to consider the resolution, how many votes he wishes to cast in favour of the resolution<br> and how many against the resolution or to be treated as abstentions. The result of any such<br> written resolution shall be determined on the same basis as on a poll.
---	---

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Sole-Member Company

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

Right to vote

12.1	Unless<br> their Shares carry no right to vote, or unless a call or other amount presently payable has<br> not been paid, all Members are entitled to vote at a general meeting, whether on a show of<br> hands or on a poll, and all Members holding Shares of a particular class of Shares are entitled<br> to vote at a meeting of the holders of that class of Shares.

Voting rights

12.2	With<br> respect to any vote decided by way of poll, each Member shall be entitled to exercise:
(a)	one<br> vote for each Class A Ordinary Share that they hold; and
---	---
(b)	100<br> votes for each Class B Ordinary Share that they hold.
---	---
12.3	On<br> a show of hands, every Member shall have one vote. For the avoidance of doubt, an individual<br> who represents two or more Members, including a Member in that individual’s own right,<br> that individual shall be entitled to a separate vote for each Member.
---	---
12.4	Members<br> may vote in person or by proxy.
---	---
12.5	No<br> Member is bound to vote on his Shares or any of them; nor is he bound to vote each of his<br> Shares in the same way.
---	---

Rights of joint holders

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

Representation of corporate Members

12.7	Save<br> where otherwise provided, a corporate Member must act by a duly authorised representative.

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

Member with mental disorder

12.13

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, whether on a show of hands or on a poll, by that Member’s receiver, curator bonis or other person authorised in that behalf appointed by that court.

12.14

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.

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Objections to admissibility of votes

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

Form of proxy

12.16	An<br> instrument appointing a proxy shall be in any common form or in any other form approved by<br> the Directors.
12.17	The<br> instrument must be in writing and signed in one of the following ways:
---	---
(a)	by<br> the Member; or
---	---
(b)	by<br> the Member’s authorised attorney; or
---	---

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(c)	if<br> the Member is a corporation or other body corporate, under seal or signed by an authorised<br> officer, secretary or attorney.

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.

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

How and when proxy is to be delivered

12.21	Subject<br> to the following Articles, the Directors may, in the notice convening any meeting or adjourned<br> meeting, or in an instrument of proxy sent out by the Company, specify the manner by which<br> the instrument appointing a proxy shall be deposited and the place and the time (being not<br> later than the time appointed for the commencement of the meeting or adjourned meeting to<br> which the proxy relates) at which the instrument appointing a proxy shall be deposited. In<br> the absence of any such direction from the Directors in the notice convening any meeting<br> or adjourned meeting or in an instrument of proxy sent out by the Company, the form of appointment<br> of a proxy and any authority under which it is signed (or a copy of the authority certified<br> notarially or in any other way approved by the Directors) must be delivered so that it is<br> received by the Company before the time for holding the meeting or adjourned meeting at which<br> the person named in the form of appointment of proxy proposes to vote. They must be delivered<br> in either of the following ways:
(a)	In<br> the case of an instrument in writing, it must be left at or sent by post:
---	---
(i)	to<br> the registered office of the Company; or
---	---
(ii)	to<br> such other place within the Cayman Islands specified in the notice convening the meeting<br> or in any form of appointment of proxy sent out by the Company in relation to the meeting.
---	---
(b)	If,<br> pursuant to the notice provisions, a notice may be given to the Company in an Electronic<br> Record, an Electronic Record of an appointment of a proxy must be sent to the address specified<br> pursuant to those provisions unless another address for that purpose is specified:
---	---
(i)	in<br> the notice convening the meeting; or
---	---

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

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Voting by proxy

12.26	A<br> proxy shall have the same voting rights at a meeting or adjourned meeting as the Member would<br> have had except to the extent that the instrument appointing him limits those rights. Notwithstanding<br> the appointment of a proxy, a Member may attend and vote at a meeting or adjourned meeting.<br> If a Member votes on any resolution a vote by his proxy on the same resolution, unless in<br> respect of different Shares, shall be invalid.
12.27	The<br> instrument appointing a proxy to vote at a meeting shall be deemed also to confer authority<br> to demand or join in demanding a poll and, for the purposes of Article 11.11, a demand by<br> a person as proxy for a Member shall be the same as a demand by a Member. Such appointment<br> shall not confer any further right to speak at the meeting, except with the permission of<br> the chairman of the meeting.
---	---
13	Number<br> of Directors
---	---
13.1	There<br> shall be a Board consisting of not less than one person provided however that the Company<br> may by Ordinary Resolution increase or reduce the limits in the number of Directors. Unless<br> fixed by Ordinary Resolution, the maximum number of Directors shall be unlimited.
---	---
14	Appointment,<br> disqualification and removal of Directors
---	---

First Directors

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

No age limit

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

Corporate Directors

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

No shareholding qualification

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

Appointment of Directors

14.5	A<br> Director may be appointed by Ordinary Resolution or by the Directors. Any appointment may<br> be to fill a vacancy or as an additional Director.

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

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

Any Director so appointed shall, if still a Director, retire at the next annual general meeting after his appointment and be eligible to stand for election as a Director at such meeting.

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Eligibility

14.11	No<br> person (other than a Director retiring in accordance with these Articles) shall be appointed<br> or re-appointed a Director at any general meeting unless:
(a)	he<br> is recommended by the Board; or
---	---
(b)	not<br> less than seven nor more than forty-two Clear Days before the date appointed for the meeting,<br> a Member (other than the person to be proposed) entitled to vote at the meeting has given<br> to the Company notice of his intention to propose a resolution for the appointment of that<br> person, stating the particulars which would, if he were so appointed, be required to be included<br> in the Company’s register of Directors and a notice executed by that person of his<br> willingness to be appointed.
---	---

Appointment at annual general meeting

14.12

Unless re-appointed pursuant to the provisions of Article 14.5 or removed from office pursuant to the provisions of Article 14.13, each Director shall be appointed for a term expiring at the next-following annual general meeting of the Company. At any such annual general meeting, Directors will be elected by Ordinary Resolution. At each annual general meeting of the Company, each Director elected at such meeting shall be elected to hold office for a one-year term and until the election of their respective successors in office or removal pursuant to Articles 14.5 and 14.13.

Removal of Directors

14.13	A<br> Director may be removed by Ordinary Resolution.

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Resignation of Directors

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

Termination of the office of Director

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

Appointment and removal

15.1	Any<br> Director may appoint any other person, including another Director, to act in his place as<br> an alternate Director. No appointment shall take effect until the Director has given notice<br> of the appointment to the Board.

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

Notices

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

Rights of alternate Director

15.5

An 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<br> alternate Director shall cease to be an alternate Director if:
(a)	the<br> Director who appointed him ceases to be a Director; or
---	---

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

Status of alternate Director

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

Status of the Director making the appointment

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

Powers of Directors

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

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.

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Appointments to office

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

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

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

Provisions for employees

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

Exercise of voting rights

16.12

The 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).

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Remuneration

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

Disclosure of information

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

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

17.1

The Directors may delegate any of their powers to any committee consisting of one or more persons who need not be Members. Persons on the committee may include non-Directors so long as the majority of those persons are Directors. Any such committee shall be made up of such number of Independent Directors as required from time to time by the Designated Stock Exchange Rules or otherwise required by applicable law.

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17.2	The<br> delegation may be collateral with, or to the exclusion of, the Directors’ own powers.
17.3	The<br> delegation may be on such terms as the Directors think fit, including provision for the committee<br> itself to delegate to a sub-committee; save that any delegation must be capable of being<br> revoked or altered by the Directors at will.
---	---
17.4	Unless<br> otherwise permitted by the Directors, a committee must follow the procedures prescribed for<br> the taking of decisions by Directors.
---	---
17.5	The<br> Board shall establish an audit committee, a compensation committee and a nominating and corporate<br> governance committee. Each of these committees shall be empowered to do all things necessary<br> to exercise the rights of such committee set forth in these Articles. Each of the audit committee,<br> compensation committee and nominating and corporate governance committee shall consist of<br> at least three Directors (or such larger minimum number as may be required from time to time<br> by the Designated Stock Exchange Rules). The majority of the committee members on each of<br> the compensation committee and nominating and corporate governance committee shall be Independent<br> Directors. The audit committee shall be made up of such number of Independent Directors as<br> required from time to time by the Designated Stock Exchange Rules or otherwise required by<br> applicable law.
---	---

Local boards

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

Power to appoint an agent of the Company

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

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Power to appoint an attorney or authorised signatory of the Company

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

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

17.11

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

17.12

The Board may remove any person appointed under Article 17.10 and may revoke or vary the delegation.

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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, 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 resolution from time to time.

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18	Meetings<br> of Directors

Regulation of Directors’ meetings

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

Calling meetings

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

Notice of meetings

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

Use of technology

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

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

Chairman or deputy to preside

18.7

The Board may 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.

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Voting

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

Recording of dissent

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

Written resolutions

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

18.15

All acts done by a meeting of the Board, or of a committee of the Board, or by any person acting as a Director or an alternate Director, shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any Director or alternate Director or member of the committee, or that any of them were disqualified or had vacated office or were not entitled to vote, be as valid as if every such person had been duly appointed and qualified and had continued to be a Director or alternate Director and had been entitled to vote.

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19	Permissible<br> Directors’ interests and disclosure
19.1	A<br> Director shall not, as a Director, vote in respect of any contract, transaction, arrangement<br> or proposal in which he has an interest which (together with any interest of any person connected<br> with him) is a material interest (otherwise then by virtue of his interests, direct or indirect,<br> in Shares or debentures or other securities of, or otherwise in or through, the Company)<br> and if he shall do so his vote shall not be counted, nor in relation thereto shall he be<br> counted in the quorum present at the meeting, but (in the absence of some other material<br> interest than is mentioned below) none of these prohibitions shall apply to:
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(a)	the<br> giving of any security, guarantee or indemnity in respect of:
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(i)	money<br> lent or obligations incurred by him or by any other person for the benefit of the Company<br> or any of its subsidiaries; or
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(ii)	a<br> debt or obligation of the Company or any of its subsidiaries for which the Director himself<br> has assumed responsibility in whole or in part and whether alone or jointly with others under<br> a guarantee or indemnity or by the giving of security;
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(b)	where<br> the Company or any of its subsidiaries is offering securities in which offer the Director<br> is or may be entitled to participate as a holder of securities or in the underwriting or<br> sub-underwriting of which the Director is to or may participate;
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(c)	any<br> contract, transaction, arrangement or proposal affecting any other body corporate in which<br> he is interested, directly or indirectly and whether as an officer, shareholder, creditor<br> or otherwise howsoever, provided that he (together with persons connected with him) does<br> not to his knowledge hold an interest representing one per cent or more of any class of the<br> equity share capital of such body corporate (or of any third body corporate through which<br> his interest is derived) or of the voting rights available to members of the relevant body<br> corporate (any such interest being deemed for the purposes of this Article 19.1 to be a material<br> interest in all circumstances);
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(d)	any<br> act or thing done or to be done in respect of any arrangement for the benefit of the employees<br> of the Company or any of its subsidiaries under which he is not accorded as a Director any<br> privilege or advantage not generally accorded to the employees to whom such arrangement relates;<br> or
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(e)	any<br> matter connected with the purchase or maintenance for any Director of insurance against any<br> liability or (to the extent permitted by the Act) indemnities in favour of Directors, the<br> funding of expenditure by one or more Directors in defending proceedings against him or them<br> or the doing of any thing to enable such Director or Directors to avoid incurring such expenditure.
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19.2	A<br> Director may, as a Director, vote (and be counted in the quorum) in respect of any contract,<br> transaction, arrangement or proposal in which he has an interest which is not a material<br> interest or which falls within Article 19.1.
20	Minutes
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20.1	The<br> Company shall cause minutes to be made in books of:
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(a)	all<br> appointments of Officers and committees made by the Board and of any such Officer’s<br> remuneration; and
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(b)	the<br> names of Directors present at every meeting of the Directors, a committee of the Board, the<br> Company or the holders of any class of shares or debentures, and all orders, resolutions<br> and proceedings of such meetings.
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20.2	Any<br> such minutes, if purporting to be signed by the chairman of the meeting at which the proceedings<br> were held or by the chairman of the next succeeding meeting or the Secretary, shall be prima<br> facie evidence of the matters stated in them.
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21	Accounts<br> and audit
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21.1	The<br> Directors must ensure that proper accounting and other records are kept, and that accounts<br> and associated reports are distributed in accordance with the requirements of the Act.
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21.2	The<br> books of account shall be kept at the registered office of the Company and shall always be<br> open to inspection by the Directors. No Member (other than a Director) shall have any right<br> of inspecting any account or book or document of the Company except as conferred by the Act<br> or as authorised by the Directors or by Ordinary Resolution.
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21.3	Unless<br> the Directors otherwise prescribe, the financial year of the Company shall end on 31 December<br> in each year and begin on 1 January in each year.
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Auditors

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

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

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

Payment of interim dividends and declaration of final dividends by Directors

23.4	The<br> Directors may declare and pay interim dividends or recommend final dividends in accordance<br> with the respective rights of the Members if it appears to them that they are justified by<br> the financial position of the Company and that such dividends may lawfully be paid.

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23.5	Subject<br> to the provisions of the Act, in relation to the distinction between interim dividends and<br> final dividends, the following applies:
(a)	Upon<br> determination to pay a dividend or dividends described as interim by the Directors in the<br> dividend resolution, no debt shall be created by the declaration until such time as payment<br> is made.
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(b)	Upon<br> declaration of a dividend or dividends described as final by the Directors in the dividend<br> resolution, a debt shall be created immediately following the declaration, the due date to<br> be the date the dividend is stated to be payable in the resolution.
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If the resolution fails to specify whether a dividend is final or interim, it shall be assumed to be interim.

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

23.7

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

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Power to pay other than in cash

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

23.10	A<br> dividend or other monies payable on or in respect of a Share may be paid in any of the following<br> ways:
(a)	if<br> the Member holding that Share or other person entitled to that Share nominates a bank account<br> for that purpose - by wire transfer to that bank account; or
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(b)	by<br> cheque or warrant sent by post to the registered address of the Member holding that Share<br> or other person entitled to that Share.
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23.11	For<br> the purposes of Article 23.10(a), the nomination may be in writing or in an Electronic Record<br> and the bank account nominated may be the bank account of another person. For the purposes<br> of Article 23.10(b), subject to any applicable law or regulation, the cheque or warrant shall<br> be made to the order of the Member holding that Share or other person entitled to the Share<br> or to his nominee, whether nominated in writing or in an Electronic Record, and payment of<br> the cheque or warrant shall be a good discharge to the Company.
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23.12	If<br> two or more persons are registered as the holders of the Share or are jointly entitled to<br> it by reason of the death or bankruptcy of the registered holder (Joint Holders),<br> a dividend (or other amount) payable on or in respect of that Share may be paid as follows:
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(a)	to<br> the registered address of the Joint Holder of the Share who is named first on the register<br> of Members or to the registered address of the deceased or bankrupt holder, as the case may<br> be; or
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(b)	to<br> the address or bank account of another person nominated by the Joint Holders, whether that<br> nomination is in writing or in an Electronic Record.
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23.13	Any<br> Joint Holder of a Share may give a valid receipt for a dividend (or other amount) payable<br> in respect of that Share.
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Dividends or other monies not to bear interest in absence of special rights

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

Dividends unable to be paid or unclaimed

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

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

24.3	The<br> amount capitalised must be applied to the benefit of Members in the proportions to which<br> the Members would have been entitled to dividends if the amount capitalised had been distributed<br> as a dividend.

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24.4	Subject<br> to the Act, if a fraction of a Share, a debenture or other security is allocated to a Member,<br> the Directors may issue a fractional certificate to that Member or pay him the cash equivalent<br> of the fraction.
25	Share<br> Premium Account
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Directors to maintain share premium account

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

Debits to share premium account

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

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

Duplicate seal

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

When and how seal is to be used

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

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

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

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

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

Form of notices

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

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

28.5

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

Delivery of written notices

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

Joint holders

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

Signatures

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

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28.10	An<br> Electronic Record may be signed by an Electronic Signature.

Evidenceof transmission

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

28.14

A 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.

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Date of giving notices

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

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Saving provision

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

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

Authentication of documents sent by Members by Electronic means

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

29.4	An<br> Electronic Record of a notice, written resolution or other document sent by or on behalf<br> of the Secretary or an Officer or Officers of the Company shall be deemed to be authentic<br> if the following conditions are satisfied:
(a)	the<br> Secretary or the Officer or each Officer, as the case may be, signed the original document,<br> and for this purpose Original Document includes several documents in like form signed<br> by the Secretary or one or more of those Officers; and
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(b)	the<br> Electronic Record of the Original Document was sent by Electronic means by, or at the direction<br> of, the Secretary or that Officer to an address specified in accordance with these Articles<br> for the purpose for which it was sent; and
(c)	Article<br> 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<br> example, where a sole Director signs a resolution and scans the resolution, or causes it<br> to be scanned, as a PDF version which is attached to an email sent to the address in these<br> Articles specified for that purpose, the PDF version shall be deemed to be the written resolution<br> of that Director unless Article 29.7 applies.

Manner of signing

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

Saving provision

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

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

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

Distribution of assets in specie

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

No obligation to accept liability

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

Power to change name or amend Memorandum

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

Power to amend these Articles

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

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Exhibit99.2

VOTE ON INTERNET http://www.vstocktransfer.com/proxy Go to Click on Proxy Voter Login and log-on using the below control number. Voting will be open until 11:59 p.m. ET on August 3, 2026. CONTROL # VOTE BY EMAIL Mark, sign and date your proxy card and return it to [email protected] VOTE BY MAIL * SPECIMEN * 1 MAIN STREET ANYWHERE PA 99999-9999 Mark, sign and date your proxy card and return it in the envelope we have provided. VOTE BY FAX Mark, sign and date your proxy card and return it to 646-536-3179. VOTE DURING THE MEETING you would like to vote during the meeting, If attend the Extraordinary General Meeting please the Shareholders to be held on August 4, 2026 of 9:00 a.m. Eastern Time at Room 7003, 3300 N at Interstate 35 Ste 700, Austin, TX 78705. EXTRAORDINARY GENERAL MEETING OF THE SHAREHOLDERS – WETOUR ROBOTICS LIMITED THE BOARD OF DIRECTORS RECOMMEND VOTING "FOR" ALL LISTED RESOLUTIONS. AGAINST ABSTAIN FOR as an ordinary resolution with immediate effect, that the authorised share capital of the Company be increased from US$100,000 divided into 1.RESOLVED shares of par value US$0.01 each to US$20,000,000,000 divided into 2,000,000,000,000 shares of a par value of US$0.01 each, by the creation of 10,000,000 1,999,990,000,000 shares of par value US$0.01 each (the "Share Capital Increase"). RESOLVED as a special resolution with immediate effect, conditional upon the approval of the Share Capital Increase and the A&R M&A (as defined below) 2. adopted, that the Company re-designate and re-classify its authorized and issued share capital from shares of par value US$0.01 (the "Ordinary Shares") into being A ordinary shares of par value US$0.01 each (the "Class A Ordinary Shares") and Class B ordinary shares of par value US$0.01 each (the "Class B Ordinary Class as follows (the "Share Capital Reorganization"): (a) 8,151,600 of the issued and outstanding Ordinary Shares held by Micava Co., Ltd. be Shares") and re-classified into 8,151,600 Class B Ordinary Shares; (b) 8,148,000 of the issued and outstanding Ordinary Shares held by Annan Tech Co., re-designated be re-designated and re-classified into 8,148,000 Class B Ordinary Shares; (c) each of the remaining issued and outstanding Ordinary Shares be Ltd. and re-classified into Class A Ordinary Shares on a one-for-one basis; (d) 199,983,700,400 of the authorized but unissued Ordinary Shares be re-designated and re-classified into Class B Ordinary Shares on a one-for-one basis; and (e) each of the remaining authorised but unissued Ordinary Shares be re-designated and re-classified into Class A Ordinary Shares on a one-for-one basis, (f) such that the Company's authorised share capital shall be amended re-designated US$20,000,000,000 divided into 2,000,000,000,000 shares of par value US$0.01 each to US$20,000,000,000 divided into 1,800,000,000,000 Class A from ordinary shares of par value US$0.01 each and 200,000,000,000 Class B ordinary shares of par value US$0.01 each. RESOLVED as a special resolution, that subject to and immediately following the Share Capital Reorganization being effected, the Company adopt amended 3. restated memorandum and articles of association, in the form attached to the notice of meeting and proxy statement delivered to shareholders and dated July and 2026, in substitution for, and to the exclusion of, the Company's existing memorandum and articles of association, to reflect the Share Capital Reorganization 15, and the terms of the Class A Ordinary Shares and Class B Ordinary Shares. RESOLVED as an ordinary resolution that: (a)conditional upon the approval of the board of directors of the Company (the "Board") in its sole discretion, with 4. as of the date the Board may determine (the "Effective Date"): (i)the authorised, issued, and outstanding shares of the Company (collectively, the "Shares") effect consolidated at any one time or multiple times during a period of up to two years of the date of the Meeting, at the exact consolidation ratio and effective time as be Board may determine in its sole discretion, provided always that the accumulated consolidation ratio for all such share consolidation(s) (together, "Share the and each a "Share Consolidation") shall not be less than 2:1 nor greater than 250:1, with such consolidated Shares having the same rights and Consolidations", subject to the same restrictions (save as to par value) as the existing Shares of such class as set out in the Company's memorandum and articles of association being may be amended from time to time); (ii)no fractional Shares be issued in connection with the Share Consolidation(s) and, in the event that a shareholder would (as be entitled to receive a fractional Share upon the Share Consolidation(s), the total number of Shares to be received by such shareholder be rounded up to otherwise next whole Share; and (iii)any change to the Company's authorised share capital in connection with, and as necessary to effect, the Share Consolidation(s) be the is hereby approved, such amendment to be determined by the Board in its sole discretion; and (b)any one director or officer of the Company be and is hereby and for and on behalf of the Company, to do all such other acts or things necessary or desirable to implement, carry out and give effect to the Share authorised, Consolidation(s), if and when deemed advisable by the Board in its sole discretion. RESOLVED as a special resolution that, subject to and immediately following each Share Consolidation being effected, the Company adopt an amended and 5. memorandum of association in substitution for, and to the exclusion of, the Company's then existing memorandum of association, to reflect such Share restated Consolidation. RESOLVED as an ordinary resolution, to adjourn the general meeting to a later date or dates or sine die, if necessary or desirable, in the opinion of the directors, 6. permit further solicitation and vote of proxies if, at the time of the meeting, there are not sufficient votes for, or otherwise in connection with, the approval of the to foregoing proposals. (TO BE SIGNED ON REVERSE SIDE)

WETOUR ROBOTICS LIMITED Extraordinary General Meeting of the Shareholders August 4, 2026 9:00 a.m. Eastern Time THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS Please leave this box blank if you want to select the chair of the special general meeting as your proxy. Do not insert your own name(s). the shareholder(s) named below, hereby appoint the chair of the extraordinary general meeting OR the person indicated in the box above as I/We, proxy to attend, speak and vote in respect of my/our full voting entitlement on my/our behalf at the Extraordinary General Meeting of the my/our of Wetour Robotics Limited to be held at Room 7003, 3300 N Interstate 35 Ste 700, Austin, TX 78705 on August 4, 2026 at 9:00 Shareholders a.m. Eastern Time and at any adjourned meeting. instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any I/We business of the extraordinary general meeting. Delivery of Future Proxy Materials. If you would like to reduce the costs incurred by Wetour Robotics Limited in mailing Electronic you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via email or the materials, To sign up for electronic delivery, please provide your email address below and check here to indicate you consent to receive internet. or access proxy materials electronically in future mailings. Email Address: ____________________________________ PLEASE INDICATE YOUR VOTE ON THE REVERSE SIDE Signature, if held jointly Signature Date ________________ ________________________ ________________________ This proxy must be signed exactly as the name appears hereon. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, Note: or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by a duly authorized officer, giving full title as such. If signer is a trustee partnership, please sign in partnership name by an authorized person. To change the address on your account, please check the box at right and indicate your new address. AC:ACCT9999 * SPECIMEN * 90.00