6-K - ZNB - Equibles

UNITED STATES

SECURITIES ANDEXCHANGE COMMISSION

Washington, D.C.20549

FORM 6-K

REPORT OF FOREIGNISSUER

PURSUANT TO RULE13a-16 OR 15d-16

OF THE SECURITIESEXCHANGE ACT OF 1934

For the monthof January 2026

Commission FileNumber 333-226308

ZETA NETWORKGROUP

(Translationof registrant’s name into English)

14Wall Street, 20th Floor

NewYork, NY 10005

Tel:+1 (929) 317-2699

(Address of principalexecutive office)

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

Form 20-F ☒ Form 40-F ☐

Announcement of Notice ConveningExtraordinary General Meeting on January 22, 2026

On January 12, 2026, Zeta Network Group (the “Company”) sent a Notice of Extraordinary General Meeting (the “Notice”) to be held on January 22, 2026, at 9:00 am local time #3A, 3rd Floor, Huihuang Times Building, Haidian District, Beijing, China (8:00 pm Eastern time on January 21, 2026) for the purposes of considering and, if thought fit, passing the following shareholders’ resolutions:

Resolution1:

RESOLVED AS AN ORDINARY RESOLUTION, that the reverse share split and share consolidation of the Company’s authorised and issued share capital, at a ratio of up to one-for-one hundred, but in any case at a ratio of not less than one-for-five (the “Approved ConsolidationRatio”), at a date to be determined by the Board, with the exact ratios to be set at a whole number within this range, as determined by the Board in its sole discretion, such that the number of authorised and issued Class A Ordinary Shares and Class B Ordinary Shares is decreased by the Approved Consolidation Ratio, with the par value per Class A Ordinary Share and Class B Ordinary Share increased by the Approved Consolidation Ratio, and the authorised share capital of the Company shall be altered (assuming an Approved Consolidation Ratio of 1:100) from USD$32,000,000 divided into 11,200,000,000 Class A Ordinary shares with a nominal or par value of USD$0.0025 each and 1,600,000,000 Class B Ordinary shares with a nominal or par value of USD$0.0025 each to US$32,000,000.00 divided into as low as 112,000,000 Class A Ordinary Shares of a nominal or par value of USD$0.25 each and 16,000,000 Class B Ordinary Shares of a nominal or par value of USD$0.25 each, be and is hereby approved in all respects;

Resolution2:

RESOLVED AS AN ORDINARY RESOLUTION, that, subject to the approval and implementation of the Reverse Share Split and Share Consolidation, the share sub-division of the Company’s authorised and issued share capital, at a ratio to be determined by the Board following their determination of the Approved Consolidation Ratio (the “Approved Sub-Division Ratio”), at a date to be determined by the Board, such that the number of authorised and issued Class A Ordinary Shares and Class B Ordinary Shares is increased by the Approved Sub-Division Ratio, with the par value per Class A Ordinary Share and Class B Ordinary Share decreased by the Approved Sub-Division Ratio, and the authorised share capital of the Company shall be altered (assuming an Approved Consolidation Ratio of 1:100) from US$32,000,000 divided into 112,000,000 Class A Ordinary Shares of a nominal or par value of USD$0.25 each and 16,000,000 Class B Ordinary Shares of a nominal or par value of USD$0.25 each to US$32,000,000 divided into 700,000,000 Class A Ordinary Shares of a nominal or par value of USD$0.04 each and 100,000,000 Class B Ordinary Shares of a nominal or par value of USD$0.04 each, be and is hereby approved in all respects;

Resolution3:

RESOLVED AS A SPECIAL RESOLUTION, that, subject to the approval and implementation of the Reverse Share Split and Share Consolidation, the Eighth Amended and Restated Memorandum and Articles of Association of the Company, a copy of which is attached hereto as Exhibit 99.2 , subject to adjustment solely in respect of the final Approved Consolidation Ratio, be adopted in substitution for, and to the exclusion of, the existing Seventh Amended and Restated Memorandum and Articles of Association of the Company to reflect the alteration of the authorised share capital of the Company as a result of the Reverse Share Split and Share Consolidation, be and is hereby approved in all respects;

Explanationregarding Resolution 3: The proposed changes to the Amended and Restated Memorandum and Articles of Association of the Company are limited to a change to reflect the Approved Consolidation Ratio as contemplated by Resolution #1, above.

Resolution4:

RESOLVED AS A SPECIAL RESOLUTION, that, subject to the approval and implementation of the Reverse Share Split and Share Consolidation and Share Sub Division, the Ninth Amended and Restated Memorandum and Articles of Association of the Company, a copy of which is attached hereto as Exhibit 99.3, subject to adjustment solely in respect of the final Approved Sub Division Ratio, be adopted in substitution for, and to the exclusion of, the existing Eighth Amended and Restated Memorandum and Articles of Association of the Company to reflect the alteration of the authorised share capital of the Company as a result of the Reverse Share Split and Share Consolidation and the Share Sub Division, be and is hereby approved in all respects;

Explanationregarding Resolution 4: The proposed changes to the Amended and Restated Memorandum and Articles of Association of the Company are limited to a change to reflect the Approved Sub-Division Ratio as contemplated by Resolution #2, above.

Resolution5:

RESOLVED AS AN ORDINARY RESOLUTION, that the Company’s 2026 Equity Incentive Plan be and is hereby approved in all respects in substantially the form which is attached hereto as Exhibit 99.4 and that 26,695,000 Class A Ordinary Shares be and are hereby reserved for issuance under the 2026 Equity Incentive Plan; and

Resolution6:

RESOLVED AS AN ORDINARY RESOLUTION, that the adjournment of the Extraordinary General Meeting to a later date or dates (A) to the extent necessary or convenient to ensure that any required supplement or amendment to the notice of meeting is provided to shareholders or (B) in order to solicit additional proxies from shareholders in favour of one or more of the proposals at the Extraordinary General Meeting, be and is hereby approved in all respects.

The directorsof the Company have unanimously recommended that such resolutions be approved and adopted by the shareholders of the Company.

A copy of the Notice is attached hereto as Exhibit 99.1 and a copy of the proposed Eighth Amended and Restated Memorandum and Articles of Association and Ninth Amended and Restated Memorandum and Articles of Association of the Company are attached hereto as Exhibit 99.2 and Exhibit 99.3, respectively, and such exhibits are incorporated by reference herein.

The information contained in this Form 6-K is hereby incorporated by reference into the Company’s Registration Statement on Form F-3 (File No. 333-292327) and Registration Statement on Form S-8 (File No. 333-289850).

Exhibits

Exhibit Number	Exhibit Description
99.1	Notice of Extraordinary General Meeting of the Company and Proxy Card.
99.2	Eighth Amended and Restated Memorandum and Articles of Association.
99.3	Ninth Amended and Restated Memorandum and Articles of Association.
99.4	2026 Equity Incentive Plan.

SIGNATURES

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

ZETA NETWORK GROUP
(Registrant)
By:	/s/ Samantha Huang
Name:	Samantha Huang
Title:	Chief Executive Officer and Director

Date: January 12, 2026

Exhibit 99.1

c/o Conyers Trust<br> Company (Cayman) Limited<br><br> <br>SIX, Cricket<br> Square, P.O. Box 2681<br><br> <br>Grand Cayman<br> KY1 1111<br><br> <br>Cayman Islands<br><br> <br>www.ir.thezetanetwork.com

Zeta NetworkGroup(the “Company”)

Notice of ExtraordinaryGeneral Meeting of the Company

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of the Company (the “Meeting”) will be held on the 22nd day of January, 2026, at 9:00 am at 3A, 3rd Floor, Huihuang Times Building, Haidian District, Beijing, China (8:00 pm Eastern time on January 21, 2026) for the purposes of considering and, if thought fit, passing and approving the following shareholders’ resolutions:

Resolutions:

Resolution 1:

Resolution 2:

Resolution 3:

Resolution 4:

Resolution 5:

Resolution 6:

Whether or not you plan to attend the Meeting, we urge you to vote prior to the Meeting to ensure your vote is counted. You may still attend the Meeting and vote at the Meeting even if you have already voted by proxy. To vote prior to the Meeting, you may complete and returning a proxy card as described below.

To vote by completing and returning a proxy card, complete and sign the enclosed form of proxy in accordance with the instructions printed on it and then send copies of it (together with any power of attorney or other authority under which it is signed or a notarially certified copy of that power or authority) by email to penny.pei@thezetanetwork.com or in hard copy to #3A, 3rd Floor, Huihuang Times Building, Haidian District, Beijing, China. Proxies must be received no later than 5:00 p.m., Eastern Time, on January 20, 2026, in order to be valid.

By order of the Board
/s/ Samantha Huang
Samantha Huang
Chief Executive Officer and Director
12 January 2026

Notes: IF YOUHAVE EXECUTED A STANDING PROXY, YOUR STANDING PROXY WILL BE VOTED AS INDICATED IN NOTE 2 BELOW, UNLESS YOU ATTEND AND VOTE AT THE EGMOR SEND IN A SPECIFIC PROXY.

(i) Any shareholder entitled to attend and vote at the Meeting is entitled to appoint one proxy to attend and vote in his stead. A proxy need not be a shareholder of the Company. A form of proxy has been included with this Notice.

(ii) Any standing proxy previously deposited by a shareholder with the Company will be voted in favour of the resolutions to be proposed at the Meeting unless revoked prior to the Meeting or the shareholder attends and votes at the Meeting or executes a specific proxy.

(iii) To be valid, a proxy form must be duly completed, signed and lodged, together with any power of attorney or other authority (if any) under which it is signed, or a notary certified copy thereof, either by email to penny.pei@thezetanetwork.com or in hard copy to Zeta Network Group, at #3A, 3rd Floor, Huihuang Times Building, Haidian District, Beijing, China not less than 48 hours before the date appointed for holding the Meeting or adjourned Meeting.

(iv) If two or more persons are jointly registered as holders of a share, the vote of the senior person who tenders a vote, whether virtually or by proxy, shall be accepted to the exclusion of the votes of other joint holders. For this purpose seniority shall be determined by the order in which the names stand on the Company’s register of shareholders in respect of the relevant shares.

(v) A shareholder holding more than one share entitled to attend and vote at the Meeting need not cast the votes in respect of such shares in the same way on any resolution and therefore may vote a share or some or all such shares either for or against a resolution and/or abstain from voting a share or some or all of the shares and, subject to the terms of the instrument appointing any proxy, a proxy appointed under one or more instruments may vote a share or some or all of the shares in respect of which he is appointed either for or against a resolution and/or abstain from voting.

(vi) The quorum for the Meeting is two or more shareholders of the Company present at the Meeting.

For more information on the Meeting and the relevant documentation, please visit Company’s website at www.ir.thezetanetwork.com.

Form of Proxy

Zeta NetworkGroup

I/We, ________________ of ______________ a Member/Members of the above named Company hereby appoint ________________ of _________________ or whom failing __________________ of ____________________________ to vote for me/us and on my/our behalf at the Extraordinary General Meeting of the Company (or adjourned such meeting, as the case may be) to be held on the 22^nd^ day of January 2026 at 9:00 am local time (8:00 pm Eastern time on January 21, 2026) and at every adjournment thereof.

Unless otherwise instructed with respect to any particular resolution(s) the proxy will vote or abstain as he/she thinks fit.

(Indicateyour vote “for”, “against” or “abstain” with a “ü”in the appropriate boxes.)

No.	Resolution	For	Against	Abstain
1	Resolution 1
2	Resolution 2
3	Resolution 3
4	Resolution 4
5	Resolution 5
6	Resolution 6

AS WITNESS my/our hand(s) this day of

SIGNED by
(Signature(s) of Member(s))
(Witness)

Exhibit 99.2

THE COMPANIES ACT (AS REVISED)

COMPANY LIMITED BY SHARES

EIGHTH AMENDED AND RESTATED

MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION

ZETA NETWORK GROUP

(ADOPTED BY SPECIAL RESOLUTION PASSED ON [●]2026 AND MADE EFFECTIVE ON [●] 2026)

Grand Cayman

Cayman Islands

conyers.com

COMPANIES ACT (AS REVISED)

COMPANY LIMITED BY SHARES

EIGHTH AMENDED AND RESTATED

MEMORANDUM OF ASSOCIATION

ZETA NETWORK GROUP

(ADOPTED BY SPECIAL RESOLUTION PASSED ON [●]2026 AND MADE EFFECTIVE ON [●] 2026)

1	Company Name

The name of the Company is Zeta Network Group.

2	Registered Office

The registered office of the Company will be situate at the offices of Conyers Trust Company (Cayman) Limited at SIX, Cricket Square, P.O. Box 2681, Grand Cayman KY1 1111, Cayman Islands or such other place as the Directors may from time to time decide.

3	Objects

The objects for which the Company is established are unrestricted and the Company shall have full power and authority to carry out any object not prohibited by law as provided by Section 7(4) of the Companies Act (as revised) of the Cayman Islands.

4	Powers of Company

Except as prohibited or limited by the Companies Act (as revised) (as amended from time to time), the Company shall have and be capable of from time to time and all times exercising any and all of the powers at any time or from time to time exercisable by a natural person or body corporate in doing in any part of the world whether as principal, agent, contractor or otherwise whatever may be considered by it necessary for the attainment of its objects and whatever else may be considered by it as incidental or conducive thereto or consequential thereon, including, but without in any way restricting the generality of the foregoing, the power to make any alterations or amendments to this memorandum of association and the articles of association of the Company and the power to pay all expenses of and incidental to the promotion, formation and incorporation of the Company; to register the Company to do business in any other jurisdiction; to sell, lease or dispose of any property of the Company; to draw, make, accept, endorse, discount, execute and issue promissory notes, debentures, bills of exchange, bills of lading, options, warrants and other negotiable or transferable instruments; to lend money or other assets and to act as guarantors; to borrow or raise money on the security of the undertaking or on all or any of the assets of the Company or without security; to invest monies of the Company in such manner as the directors determine; to promote other companies; to sell the undertaking of the Company for cash or any other consideration; to distribute assets in specie to shareholders of the Company; to make charitable or benevolent donations; to pay pensions or gratuities or provide other benefits in cash or kind to directors, officers, employees, past or present, and their families; to carry on any trade or business and generally to do all acts and things which, in the opinion of the Company or the directors, may be conveniently or profitably or usefully acquired and dealt with, carried on, executed or done by the Company in connection with the business aforesaid.

Zeta Network Group

5	Limited Liability

The liability of each member is limited to the amount from time to time unpaid on such member’s shares.

6	Authorised Capital

The capital of the Company is US$32,000,000.00 divided into 112,000,000 Class A Ordinary shares with a nominal or par value of US$0.25 and 16,000,000 Class B Ordinary shares with a nominal or par value of US$0.25 each, provided always that the Company acting by its board of directors shall have power to purchase and/or redeem any or all of such shares and to increase or reduce the said capital of the Company and to sub-divide or consolidate the said shares or any of them subject to the provisions of the Companies Act and the articles of association and to issue all or any part of its capital whether original, purchased, redeemed, increased or reduced with or without any preference, priority or special privilege or subject to any restrictions whatsoever and so that unless the conditions of issue shall otherwise expressly provide every issue of shares whether stated to be ordinary, preference or otherwise shall be subject to the powers on the part of the Company hereinbefore provided.

7	Part VII of the Companies Act (as revised)

If the Company is registered as an exempted company in accordance with Part VII of the Companies Act (as revised), the Company will comply with the provisions of such law relating to exempted companies and, subject to the provisions of the Companies Act and the Articles of Association, it shall have the power to register by way of continuation as a body corporate limited by shares under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.

8	Amendment

The Company shall have power to amend this memorandum of association by Special Resolution.

Zeta Network Group

COMPANIES ACT (AS REVISED)

COMPANY LIMITED BY SHARES

EIGHTH AMENDED AND RESTATED

ARTICLES OF ASSOCIATION

ZETA NETWORK GROUP

(ADOPTED BY SPECIAL RESOLUTION PASSED ON [●]2026 AND MADE EFFECTIVE ON [●] 2026)

1	Preliminary

1.1	The regulations contained in Table A of the Companies Act (as revised) do not apply to the Company and<br>the following are the articles of association of the Company.
1.2	In these Articles:
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(a)	the following terms shall have the meanings set opposite if not inconsistent with the subject context:
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“Act”	means the Companies Act (As Revised) of the Cayman Islands;
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“Articles”	means these articles of association of the Company, as altered, supplemented, amended or substituted from time to time by Special Resolution;
“Auditors”	means the persons for the time being performing the duties of auditors of the Company;
“Class A Ordinary shares”	means the Class A Ordinary shares of a nominal or par value of US$0.25 each in the capital of the Company having the rights provided for in these Articles;
“Class B Ordinary Shares”	means the Class B Ordinary shares of a nominal or par value of US$0.25 each in the capital of the Company having the rights provided for in these Articles;
“Clearing House”	means a clearing house recognised by the laws of a jurisdiction in which the shares of the Company (or depositary receipts therefor) are listed or quoted on a stock exchange or interdealer quotation system in such jurisdiction;

Zeta Network Group
“Company”	means the above-named Company;
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“debenture”	includes debenture stock, mortgages, bonds and any other securities of the Company whether constituting a charge on the assets of the Company or not;
“Designated Stock Exchange”	means the Nasdaq Capital Market or such other exchange or interdealer system upon which the Company’s securities are listed or quoted;
“Directors”	means the persons for the time being occupying the position of directors of the Company, or as the case may be, the directors assembled as a board and the term a “Director” shall be construed accordingly and shall, where the context admits, include an alternate Director;
“dividend”	includes a distribution or interim dividend or interim distribution;
“Electronic Record”	has the same meaning as in the Electronic Transactions Act;
“Electronic Transactions Act”	means the Electronic Transactions Act of the Cayman Islands;
“Exchange Act”	means the United States Securities Exchange Act of 1934, as amended;
“Issue Price”	means the total consideration payable for the issue of Shares including for the avoidance of doubt both the par value and any premium payable;
“member”	has the meaning assigned to it in the Act and the term “shareholder” shall also mean a member;
“Memorandum”	means the memorandum of association of the Company in their present form, as altered, supplemented, amended or substituted from time to time by Special Resolution;

Zeta Network Group
“month”	means calendar month;
---	---	---
“Ordinary Resolution”	means a resolution:
	(i)	passed by simple majority of such members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the Company on a show of hands or a poll and where a poll is taken regard shall be had in computing a majority to the number of votes to which each member is entitled; or
	(ii)	approved in writing by all of the members entitled to vote at a general meeting of the Company in one or more instruments each signed by one or more of the members and the effective date of the resolution so adopted shall be the date on which the instrument, or the last of such instruments, if more than one, is executed.
“paid-up”	has the meaning assigned to it in the Act currently meaning paid-up and/or credited as paid-up as to the nominal or par value only excluding any premium payable in respect of the issue of any shares;
“Register”	means the register of members of the Company required to be kept by the Act; and includes (except where otherwise stated or the context otherwise requires) any branch or duplicate register of members;
“registered office”	means the registered office for the time being of the Company;
“Registration Office”	means, in respect of any class of share capital, such place as the Directors may from time to time determine to keep a branch Register in respect or that class of share capital and where (except in cases where the Directors otherwise direct) the transfers or other documents of title or such class of share capital are to be lodged for registration;
“Seal”	means the common seal of the Company and includes every duplicate seal;
“SEC”	means the United States Securities Exchange Commission;
“Secretary”	includes an assistant secretary and any persons appointed to perform the duties of the secretary of the Company;
“share” or “shares”	means a share or shares of any class or series in the capital of the Company and shall, where the context so permits, includes fractions of a share in the Company;
“Special Resolution”	has the meaning assigned to it in the Act;
“Treasury Share”	means a share held in the name of the Company as a treasury share in accordance with the Act.

Zeta Network Group
(b)	words importing the singular include the plural and vice versa;
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(c)	words importing any gender include all genders;
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(d)	words importing persons include corporations as well as any other legal or natural person;
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(e)	expressions referring to writing shall, unless the contrary intention appears, be construed as including<br>references to printing, lithography, photography and other modes of representing or reproducing words in a visible form and” include<br>all modes of representing or reproducing words in visible form, including in the form of an Electronic Record;
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(f)	references to provisions of any law or regulation shall be construed as references to those provisions<br>as amended, modified, re-enacted or replaced;
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(g)	any phrase commencing with the words “including”, “include”, “in particular”<br>or any similar expression shall be deemed to be followed by the words “without limitation;
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(h)	headings are inserted for reference only and shall be ignored in construing the Articles;
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(i)	subject as aforesaid, any words or expressions defined in the Act shall, if not inconsistent with the<br>subject or context hereof, bear the same meanings as in the Articles;
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(j)	the word “may” shall be construed as permissive and the word “shall” shall be<br>construed as imperative;
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(k)	where an Ordinary Resolution is expressed to be required for any purpose, a Special Resolution is also<br>effective for that purpose; and
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(l)	where any period to lapse under the provisions of these Articles is counted by a number of days, the first<br>day of such period counted shall be the day immediately after the notice is given or deemed to be given and the period of such notice<br>shall be deemed to be complete and final at the end of the last day of such period. The relevant then permitted actions shall be effected<br>the day immediately following such last day.
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Zeta Network Group
2	Commencement of Business
---	---
2.1	The business of the Company may be commenced as soon after incorporation as the Directors shall see fit,<br>notwithstanding that part only of its shares may have been allotted.
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2.2	The Directors may pay, out of the capital or any other monies of the Company, all expenses incurred in<br>or about the formation and establishment of the Company including the expenses of registration.
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3	Share Rights
---	---

3.1	Subject to the provisions of the Act, the rules of the Designated Stock Exchange, the Company’s<br>Memorandum and Articles and to any special rights conferred on the holders of any shares or class of shares, and without prejudice to<br>Article 4 hereof, the share capital of the Company shall be divided into Class A Ordinary shares and Class B Ordinary shares with the<br>following rights and restrictions attaching:
3.2	Class A Ordinary Shares. The Class A Ordinary shares shall have the following rights:
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(a)	be entitled to one (1) vote per share and to receive notice of, attend at and vote as a Member at any<br>general meeting of the Company;
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(b)	be entitled to such dividends as the Directors may from time to time declare;
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(c)	in the event of a winding-up or dissolution of the Company, whether voluntary or involuntary or for the<br>purpose of a reorganisation or otherwise or upon any distribution of capital, after payment first of the nominal amount and any share<br>premium paid up on the Class A Ordinary shares and after payment second of the nominal amount and any share premium paid up on any other<br>class of shares in issue, the remaining assets of the Company shall be distributed pari passu to the holders of the Class A Ordinary shares;<br>and
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(d)	generally be entitled to enjoy all of the rights attaching to shares.
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Zeta Network Group
3.3	Class B Ordinary Shares. The Class B Ordinary shares shall have the following rights:
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(a)	be entitled to twenty (20) votes per share and to receive notice of, attend at and vote as a Member at<br>any general meeting of the Company;
---	---
(b)	be entitled to such dividends as the Directors may from time to time declare;
---	---
(c)	in the event of a winding-up or dissolution of the Company, whether voluntary or involuntary or for the<br>purpose of a reorganisation or otherwise or upon any distribution of capital, after payment first of the nominal amount and any share<br>premium paid up on the Class B Ordinary shares and after payment second of the nominal amount and any share premium paid up on any other<br>class of shares in issue, the remaining assets of the Company shall be distributed pari passu to the holders of the Class B Ordinary shares;<br>and
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(d)	generally be entitled to enjoy all of the rights attaching to shares.
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3.4	Conversion at the Option of the Class B Ordinary Share Holders
---	---

The Class B Ordinary shares shall be convertible into Class A Ordinary shares at any time by the holder thereof on an one-for-one basis. The right to convert shall be exercisable by the holder of the Class B Ordinary shares delivering a written notice to the Company that such holder elects to convert a specified number of Class B Ordinary shares into Class A Ordinary shares.

3.5	Automatic Conversion of Class B Ordinary Shares

(a)

The number of Class B Ordinary Shares held by a holder thereof will be automatically and immediately converted into an equal and corresponding number of Class A Ordinary Shares upon any direct or indirect sale, transfer, assignment or disposition of such number of Class B Ordinary Shares by the holder thereof or an Affiliate or such holder or the direct or indirect transfer or assignment of the voting power attached to such number of Class B Ordinary Shares through voting proxy or otherwise to any person or entity that is not an Affiliate of such holder. For the avoidance of doubt, the creation of any pledge, charge, encumbrance or other third party right of whatever description on any of Class B Ordinary shares to secure contractual or legal obligations shall not be deemed as a sale, transfer, assignment or disposition unless and until any such pledge, charge, encumbrance or other third-party right is enforced and results in the third party holding directly or indirectly beneficial ownership or voting power through voting proxy or otherwise to the related Class B Ordinary Shares, in which case all the related Class B Ordinary shares shall be automatically converted into the same number of Class A Common shares.

Zeta Network Group
(b)	Any conversion of Class B Ordinary shares into Class A Ordinary shares pursuant to these Articles shall<br>be effected by means of the re-designation of each relevant Class B Ordinary shares as Class A Ordinary shares.
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3.6	Save and except for voting rights and conversion rights as set out in this Article 3, the Class A Ordinary<br>shares and the Class B Ordinary shares shall rank pari passu and shall have the same rights, preferences, privileges and restrictions.
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4	Issue of Shares, Principal and Branch Registers and Offices
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4.1	Subject to the Act, the Company’s Memorandum and Articles and where applicable, the rules of the<br>Designated Stock Exchange and/or any competent regulatory authority, and to any direction that may be given by the Company in general<br>meeting and without prejudice to any special rights previously conferred on the holders of any existing shares or class of shares, the<br>shares of the Company shall be under the Directors’ general and unconditional authority to allot and/or issue (with or without rights<br>of renunciation), grant options over, offer or otherwise deal with or dispose of any unissued shares of the Company (whether forming part<br>of the original or any increased share capital), either at a premium or at par, with or without preferred, deferred or other special rights<br>or restrictions, whether in regard to dividend, voting, return of capital or otherwise and to such persons, on such terms and conditions,<br>and at such times as the Directors may decide and they may allot or otherwise dispose of them to such persons (including any Director)<br>on such terms and conditions and at such time as the Directors may determine.
4.2	The Company may issue fractions of a share and, save where the Articles otherwise provide, a fraction<br>of a share shall rank pari passu and shall have proportionately the same rights as a whole share of the same class.
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4.3	The Directors may accept non-cash consideration for the issue of Shares.
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4.4	The Company shall be prohibited from issuing shares, certificates or coupons in bearer form.
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4.5	The Directors may accept contributions to the capital of the Company otherwise than in consideration of<br>the issue of shares and the amount of any such contribution may be treated as share premium (in which case it shall be subject to the<br>provisions of the Act and these Articles applicable to share premium).
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4.6	The Company shall maintain or cause to be maintained the Register in accordance with the Act.
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4.7	The Directors may determine that the Company shall maintain one or more branch registers of members in<br>accordance with the Act provided that a duplicate of such branch registers shall be maintained with the principal register in accordance<br>with the Act. The Directors shall also determine which register of members shall constitute the principal register and which shall constitute<br>the branch register or registers, and may vary such determination from time to time.
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Zeta Network Group
4.8	Subject to the provisions of the Act, the Company by resolution of the Directors may change the location<br>of its registered office.
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4.9	The Company, in addition to its registered office, may establish and maintain such other offices, places<br>of business and agencies in the Islands and elsewhere as the Directors may from time to time determine.
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5	Treasury Shares
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5.1	The Directors may, prior to the purchase, redemption or surrender of any share, determine that such share<br>shall be held as a Treasury Share.
5.2	The Directors may resolve to cancel a Treasury Share or transfer a Treasury Share on such terms as they<br>think proper (including, without limitation, for nil consideration).
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6	Redemption, Purchase and Surrender of Own Shares
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6.1	Subject to the provisions of the Act, the Memorandum of the Company and these Articles:
(a)	shares may be issued on the terms that they are, or at the option of the Company or the member are, liable<br>to be redeemed on such terms and in such manner as the Company, by resolution, or as the Directors, before the issue of the shares, may<br>determine;
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(b)	the Company may purchase shares, including any redeemable shares, issued by the Company upon the terms<br>and in such manner as the Directors or the Company, by resolution, may from time to time determine, and such authority may be general<br>in respect of any number of purchases, for a set period, or indefinite;
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(c)	the Company may make payment in respect of any redemption or purchase of its own shares in any manner<br>authorised by the Act, including out of capital;
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(d)	Subject to the provisions of these Articles, the rights attaching to any issued shares may, by Special<br>Resolution, be varied so as to provide that such shares are, or at the option of the Company or the member are, liable to be redeemed<br>on such terms and in such manner as the Company may, determine.
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6.2	The Directors may accept the surrender for no consideration of any fully paid-up share.
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6.3	The Directors may, when making a payment in respect of the redemption or purchase of shares, make such<br>payment in cash or in specie (or partly in one and partly in the other).
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6.4	Upon the date of redemption or purchase of a share, the holder shall cease to be entitled to any rights<br>in respect thereof (excepting always the right to receive (i) the price therefor and (ii) any dividend which had been declared in respect<br>thereof prior to such redemption or purchase being effected) and accordingly his name shall be removed from the Register with respect<br>thereto and the share shall be cancelled.
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7	Variation of Rights of Shares
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7.1	Subject to the Act, if at any time the share capital of the Company is divided into different classes<br>of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may, whether<br>or not the Company is being wound up, be varied with the consent in writing of the holders of at least two-thirds of the issued shares<br>of that class or with the sanction of a resolution passed at a meeting of the holders of such class of shares by the holder or holders<br>of at least two-thirds of such shares present in person or by proxy at such meeting. To the extent not inconsistent with this Article,<br>the provisions of these Articles relating to general meetings shall apply to every such meeting of the holders of one class of shares<br>except that the necessary quorum shall be one person holding or representing by proxy at least one third of the issued shares of the class<br>and that any holder of shares of the class present in person or by proxy may demand a poll.
7.2	The rights conferred upon the holders of the shares of any class issued with preferred or other rights<br>shall not, unless otherwise expressly provided by the terms of the issue of the shares of that class, be deemed to be varied by the creation<br>or issue of further shares ranking pari passu therewith.
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7.3	For the purposes of a separate class meeting, the Directors may treat two or more or all the classes of<br>Shares as forming one class of Shares if the Directors consider that such class of Shares would be affected in the same way by the proposals<br>under consideration, but in any other case shall treat them as separate classes of Shares.
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8	Commission on Sale of Shares
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When permitted by law the Company may pay to any person a commission in consideration of his subscribing or agreeing to subscribe (whether absolute or conditional) for any shares or debentures of the Company. Any such commission may be satisfied by the payment of cash or in fully paid-up shares or debentures of the Company or partly in one way and partly in the other.

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9	Non-Recognition of Trusts

Except as required by law or otherwise provided by these Articles, no person shall be recognised by the Company as holding any shares upon any trust, and the Company shall not be bound by or be compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any share or any interest in any fractional part of a share or any other rights in respect of any share except an absolute right to the entirety thereof in the registered holder.

10	Certificates for Shares

10.1	Share certificates shall generally not be issued, unless the Directors determine to so issue either generally<br>or in specific circumstances. A certificate may be issued under Seal or executed in such other manner as the Directors may prescribe.<br>Provided that in respect of a share or shares held jointly by several persons the Company shall not be bound to issue more than one certificate<br>and delivery of a certificate for a share to one of several joint holders shall be sufficient delivery to all such holders.
10.2	Certificates representing shares shall be in such form as shall be determined by the Directors. Such certificates<br>shall be signed by such person or persons as are authorised from time to time by the Directors or by the Articles. All certificates for<br>shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby<br>are issued, with the number of shares and date of issue, shall be entered in the Register. All certificates surrendered to the Company<br>for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall<br>have been surrendered and cancelled. Notwithstanding the foregoing, if a share certificate is defaced, lost or destroyed, it may be renewed<br>on such terms (if any) as to evidence and indemnity and the payment of out of pocket expenses of the Company incurred in investigating<br>evidence as the Directors think fit.
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11	Joint Ownership of Shares
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If several persons are registered as joint holders of any shares they shall be severally as well as jointly liable for any liability in respect of such shares, but the first named upon the Register shall, as regards service or notices, be deemed the sole owner thereof. Any of such persons may give effectual receipt for any dividend or other distribution.

12	Lien
12.1	The Company shall have a first and paramount lien and charge on every share for all monies, whether presently<br>payable or not, called or payable at a fixed time in respect of that share, and the Company shall also have a first and paramount lien<br>and charge on all shares standing registered in the name of a member (whether solely or jointly with others) for all monies, liabilities<br>or engagements presently owing by him or his estate to the Company either alone or jointly with any other person, whether a member or<br>not; but the Directors may at any time declare any share to be wholly or in part exempt from the provisions of this Article. The Company’s<br>lien and charge, if any, on a share shall extend to all dividends or other monies payable in respect thereof. The registration of a transfer<br>of any such share shall operate as a waiver of the Company’s lien and charge (if any) thereon.
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Lien

12.1

The Company shall have a first and paramount lien and charge on every share for all monies, whether presently payable or not, called or payable at a fixed time in respect of that share, and the Company shall also have a first and paramount lien and charge on all shares standing registered in the name of a member (whether solely or jointly with others) for all monies, liabilities or engagements presently owing by him or his estate to the Company either alone or jointly with any other person, whether a member or not; but the Directors may at any time declare any share to be wholly or in part exempt from the provisions of this Article. The Company’s lien and charge, if any, on a share shall extend to all dividends or other monies payable in respect thereof. The registration of a transfer of any such share shall operate as a waiver of the Company’s lien and charge (if any) thereon.

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Zeta Network Group
12.2	The Company may sell, in such manner as the Directors think fit, any shares on which the Company has a<br>lien and charge, but no sale shall be made unless a sum in respect of which the lien and charge exists is presently payable, nor until<br>the expiration of fourteen days after a notice in writing, stating and demanding payment of such part of the amount in respect of which<br>the lien and charge exists as is presently payable, has been given to the registered holder or holders for the time being of the share,<br>or the person, of which the Company has notice, entitled thereto by reason of his death or bankruptcy.
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12.3	To give effect to any such sale the Directors may authorise some person to transfer the shares sold to<br>the purchaser thereof. The purchaser shall be registered as the holder of the shares comprised in any such transfer, and he shall not<br>be bound to see to the application of the purchase money, nor shall his title to the shares be affected by any irregularity or invalidity<br>in the proceedings in reference to the sale.
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12.4	The proceeds of the sale shall be received by the Company and applied in payment of such part of the amount<br>in respect of which the lien and charge exists as is presently payable, and the residue, if any, shall (subject to a like lien and charge<br>for sums not presently payable as existed upon the shares before the sale) be paid to the person entitled to the shares prior to the sale.
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13	Calls on Shares
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13.1	The Directors may from time to time make calls upon the members in respect of any monies unpaid on their<br>shares for the Issue Price (whether on account of the nominal value of the shares or by way of premium or otherwise) and not by the conditions<br>of allotment thereof made payable at fixed times. Each member shall (subject to receiving at least fourteen days’ notice specifying<br>the time or times and place of payment) pay to the Company at the time or times and place so specified the amount called on his shares.<br>A call may be revoked or postponed as the Directors may determine. A person upon whom a call is made shall remain liable for calls made<br>upon him notwithstanding the subsequent transfer of the shares in respect of which the call was made.
13.2	A call shall be deemed to have been made at the time when the resolution of the Directors authorising<br>the call was passed and may be required to be paid by instalments. The joint holders of a share shall be jointly and severally liable<br>to pay all calls in respect thereof.
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13.1

The Directors may from time to time make calls upon the members in respect of any monies unpaid on their shares for the Issue Price (whether on account of the nominal value of the shares or by way of premium or otherwise) and not by the conditions of allotment thereof made payable at fixed times. Each member shall (subject to receiving at least fourteen days’ notice specifying the time or times and place of payment) pay to the Company at the time or times and place so specified the amount called on his shares. A call may be revoked or postponed as the Directors may determine. A person upon whom a call is made shall remain liable for calls made upon him notwithstanding the subsequent transfer of the shares in respect of which the call was made.

13.2

A call shall be deemed to have been made at the time when the resolution of the Directors authorising the call was passed and may be required to be paid by instalments. The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.

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Zeta Network Group
13.3	If a sum called in respect of a share is not paid before or on the day appointed for payment thereof,<br>the person from whom the sum is due shall pay interest on the sum from the day appointed for payment thereof to the time of actual payment<br>at such rate fixed by the terms of allotment or issue of the share or in the notice of the call at such rate as prescribed by the Designated<br>Stock Exchange or as the Directors may otherwise determine, but the Directors shall be at liberty to waive payment of such interest wholly<br>or in part.
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13.4	Any sum which by the terms of issue of a share becomes payable on allotment or at any fixed date (whether<br>on account of the nominal value of the share or by way of premium or otherwise) shall for the purposes of the Articles be deemed to be<br>a call duly made and payable on the date on which by the terms of issue the same becomes payable, and in case of non-payment all the relevant<br>provisions of the Articles as to payment of interest and expenses, forfeiture or otherwise shall apply as if such sum had become payable<br>by virtue of a call duly made and notified.
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13.5	The Directors may, on the issue of shares, differentiate between the holders as to the amount of calls<br>or interest to be paid and the times of payment.
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13.6	The Directors may, if they think fit, receive from any member willing to advance the same, all or any<br>part of the monies uncalled and unpaid upon any shares held by him, and upon all or any of the monies so advanced may (until the same<br>would, but for such advance, become payable) pay interest at such rate as may be agreed upon between the Directors and the member paying<br>such sum in advance.
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13.7	No such sum paid in advance of calls shall entitle the member paying such sum to any portion of a dividend<br>declared in respect of any period prior to the date upon which such sum would but for such payment become presently payable.
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14	Transfer of Shares
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14.1	Every instrument of transfer shall be left at the registered office for registration, accompanied by the<br>certificate (if any) covering the shares to be transferred and such other evidence as the Directors may require to prove the title of<br>the transferor to, or his right to transfer, the shares.
14.2	The instrument of transfer of any share (which need not be under Seal) shall be signed by or on behalf<br>of the transferor and, unless the share is fully paid up or the transferee otherwise consents or agrees thereto, by or on behalf of the<br>transferee. The transferor shall be deemed to remain the holder of the share until the name of the transferee is entered in the Register<br>in respect thereof. If the transferor or the transferee is a Clearing House or central depository house or its nominee(s), by hand or<br>by machine imprinted signature or by such other manner of execution as the directors may approve from time to time.
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14.1

Every instrument of transfer shall be left at the registered office for registration, accompanied by the certificate (if any) covering the shares to be transferred and such other evidence as the Directors may require to prove the title of the transferor to, or his right to transfer, the shares.

14.2

The instrument of transfer of any share (which need not be under Seal) shall be signed by or on behalf of the transferor and, unless the share is fully paid up or the transferee otherwise consents or agrees thereto, by or on behalf of the transferee. The transferor shall be deemed to remain the holder of the share until the name of the transferee is entered in the Register in respect thereof. If the transferor or the transferee is a Clearing House or central depository house or its nominee(s), by hand or by machine imprinted signature or by such other manner of execution as the directors may approve from time to time.

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14.3	Subject to such of the restrictions of the Articles as may be applicable, any member may transfer all<br>or any of his shares by instrument in writing in any usual or common form or in a form prescribed by the Designated Stock Exchange or<br>any other form which the Directors may approve. Upon every transfer of shares the certificate which may have been issued and held by the<br>transferor shall be given up to be cancelled and shall forthwith be cancelled accordingly and a new certificate may be issued without<br>charge to the transferee in respect of the shares transferred to him, and if any of the shares included in the certificate so given up<br>shall be retained by the transferor a new certificate in respect thereof shall be issued to him without charge. The Company shall also<br>retain the transfer.
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14.4	The Directors may, in their absolute discretion and without assigning any reason therefor, refuse to register<br>any transfer of any share, whether or not it is a fully paid up share as to Issue Price.
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Without limitation, the Directors may decline to recognise any instrument of transfer if:

(a)	the instrument of transfer is not accompanied by the certificate covering shares to which it relates (if<br>any), and/or such other evidence as the Directors may require to prove the title of the transferor to, or his right to transfer, the shares;<br>or
(b)	the instrument of transfer is in respect of more than one class of share.
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14.5	If the Directors refuse to register a transfer they shall within two months after the date on which the<br>transfer was lodged with the Company send to the transferee notice of the refusal.
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14.6	The registration of transfers may be suspended at such times and for such periods as the Directors may<br>from time to time determine, provided always that such registration shall not be suspended for more than thirty days in any year.
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14.7	Notwithstanding the provisions of Article 14, any share may be transferred in accordance with the rules<br>and regulations of the Designated Stock Exchange.
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15	Transmission of Shares
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15.1	In case of the death of a member, the survivor or survivors where the deceased was a joint holder, and<br>the legal personal representatives of the deceased where he was a sole holder, shall be the only persons recognised by the Company as<br>having any title to his interest in the shares but nothing herein contained shall release the estate of a deceased holder from any liability<br>in respect of any share which had been held by him solely or jointly with other persons.
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15.2	Any person becoming entitled to a share in consequence of the death or bankruptcy of a member may, upon<br>such evidence being produced as may from time to time be properly required by the Directors to show his title to the share, elect either<br>to be registered himself as holder of the share or to make such transfer of the share to such other person nominated by him as the aforesaid<br>member could have made and to have such person registered as the transferee thereof, but the Directors shall, in either case, have the<br>same right to decline or suspend registration as they would have had in the case of a transfer of the share by that member before his<br>death or bankruptcy, as the case may be.
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15.3	A person becoming entitled to a share by reason of the death or bankruptcy of a member shall be entitled<br>to the same dividends and other advantages to which he would be entitled if he were the registered holder of the share, except that he<br>shall not, before being registered as a member in respect of the share, be entitled in respect of it to exercise any right conferred by<br>membership in relation to meetings of the Company; provided always that the Directors may at any time give notice requiring any such person<br>to elect either to be registered himself or to transfer the share, and if the notice is not complied with within fourteen days the Directors<br>may thereafter withhold payment of all dividends, bonuses or other monies payable in respect of the share until the requirements of the<br>notice have been complied with.
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16	Forfeiture of Shares
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16.1	If a member fails to pay any call or instalment of a call for any part of the Issue Price on the day appointed<br>for payment thereof, the Directors may, at any time thereafter during such time as any part of the call or instalment remains unpaid,<br>serve a notice on him requiring payment of so much of the call or instalments together with any interest which may have accrued and all<br>expenses that may have been incurred by the Company by reason of such non-payment.
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16.2	The aforesaid notice shall name a further day (not earlier than the expiration of fourteen days from the<br>date of service of the notice) on or before which the payment required by the notice is to be made, and shall state that in the event<br>of non-payment at or before the time appointed the shares in respect of which the call was made will be liable to be forfeited.
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16.3	If the requirements of any such notice as aforesaid are not complied with, any share in respect of which<br>the notice has been given may at any time thereafter, before the payment required by the notice has been made, be forfeited, by a resolution<br>of the Directors to that effect. Such forfeiture shall include all dividends declared or other monies due in respect of the forfeited<br>shares and not actually paid before forfeiture.
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16.4	A forfeited share may be sold or otherwise disposed of on such terms and in such manner as the Directors<br>think fit, and at any time before a sale or disposition the forfeiture may be cancelled on such terms as the Directors think fit.
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Zeta Network Group
16.5	A person whose shares have been forfeited shall cease to be a member in respect of the forfeited shares<br>but shall, notwithstanding, remain liable to pay to the Company all monies (including any unpaid component of the Issue Price and interest<br>which shall continue to accrue) which, at the date of forfeiture, were payable by him to the Company in respect of the shares, but his<br>liability shall cease if and when the Company shall have received payment in full of all such monies in respect of the shares. The Directors<br>may waive payment wholly or in part or enforce payment without any allowance for the value of the shares at the time of forfeiture or<br>for any consideration received on their disposal. When any share shall have been forfeited, notice of the Directors’ resolution<br>to that effect shall be given to the member in whose name it stood immediately prior to the forfeiture, and an entry of the forfeiture,<br>with the date thereof, shall forthwith be made in the Register. Where for the purposes of its disposal a forfeited share is to be transferred<br>to any person the Directors may authorize any person to execute an instrument of transfer of the share to that person.
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16.6	A declaration in writing that the declarant is a Director or Secretary of the Company, and that a share<br>in the Company has been duly forfeited on a date stated in the declaration, shall be conclusive evidence of the facts therein stated as<br>against all persons claiming to be entitled to the share. The Company may receive the consideration, if any, given for the share on any<br>sale or disposition thereof and may execute a transfer of the share in favour of the person to whom the share is sold or disposed of and<br>he shall thereupon be registered as the holder of the share, and shall not be bound to see to the application of the purchase money, if<br>any, nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture,<br>sale or disposal of the share.
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17	Amendment of Memorandum of Association and Alteration of Capital
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17.1	Subject to and insofar as permitted by provisions of the Act, the Company may from time to time by Ordinary<br>Resolution (or where an Ordinary Resolution is disallowed by the Act and a Special Resolution is required, by Special Resolution) alter<br>or amend its Memorandum otherwise than with respect to its name and objects and may hereby, without restricting the generality of the<br>foregoing:
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(a)	increase the share capital by such sum to be divided into shares of such amount or without nominal or<br>par value as the resolution shall prescribe and with such rights priorities and privileges annexed thereto as may be determined;
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(b)	consolidate and divide all or any of its share capital into shares of larger amount than its existing<br>shares;
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(c)	convert all or any of its paid-up shares into stock, and reconvert that stock into paid-up shares of any<br>denomination;
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(d)	by subdivision of its existing shares or any of them divide the whole or any part of its share capital<br>into shares of smaller amount than is fixed by the Memorandum of the Company or into shares without nominal or par value;
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(e)	cancel any shares which at the date of the passing of the resolution have not been taken or agreed to<br>be taken by any person and diminish the amount of its share capital by the amount of any shares so cancelled; and
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(f)	reduce its share capital and any capital redemption reserve fund subject to any consent, order, Court<br>approval or other matter required by law.
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17.2	All new shares created hereunder shall be subject to the same provisions with reference to the payment<br>of calls, liens, transfer, transmission, forfeiture and otherwise as the shares in the original share capital.
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17.3	Subject to the provisions of the Act, the Company may by Special Resolution change its name or alter its<br>objects.
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18	General Meetings
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18.1	The Directors may, whenever they think fit, convene an extraordinary general meeting. If at any time there<br>are not sufficient Directors capable of acting to form a quorum, any Director or any one or more members holding one-fifth of such paid-up<br>capital as at the date of the requisition carries the right of voting at general meetings may convene an extraordinary general meeting<br>in the same manner as nearly as possible as that in which meetings may be convened by the Directors.
18.2	The Directors shall, upon the requisition in writing of one or more members holding in the aggregate not<br>less than one-fourth of such paid-up capital (as to Issue Price) of the Company as at the date of the requisition carries the right of<br>voting at general meetings, convene an extraordinary general meeting. Any such requisition shall express the object of the meeting proposed<br>to be called, and shall be left at or posted to the registered office and may consist of several documents in like form each signed by<br>one or more requisitionists.
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18.3	If the Directors do not proceed to convene a general meeting within twenty-one days from the date of such<br>requisition being left as aforesaid, the requisitionist(s) or any one or more of them or any other member or members holding in the aggregate<br>not less than one-tenth of such paid-up capital (as to Issue Price) of the Company as at the date of the requisition carries the right<br>of voting at general meetings, may convene an extraordinary general meeting to be held at the registered office or at some convenient<br>place at such time, subject to the Articles as to notice, as the person(s) convening the meeting fix. The requisitionists shall be reimbursed<br>by the Company for all reasonable expenses incurred by them as a result of the failure by the Directors to convene the general meeting.
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Zeta Network Group
18.4	Subject to the provisions of the Act relating to Special Resolutions, seven days’ notice at the<br>least specifying the place, the day and the hour of meeting and, in case of special business, the general nature of that business shall<br>be given in manner hereinafter provided, or in such other manner (if any) as may be prescribed by the Company in general meeting, to such<br>persons as are, under the Articles, entitled to receive such notices from the Company; but with the consent of members entitled to receive<br>notice of some particular meeting or their proxies holding at least in the aggregate not less than forty percent (40%) of the paid-up<br>share capital of the Company (as to Issue Price) giving the right to attend and vote at general meetings of the Company, that meeting<br>may be convened by such shorter notice and in such manner as those members or their proxies may think fit.
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18.5	The accidental omission to give notice of a meeting to, or the non-receipt of a notice of a meeting by,<br>any member entitled to receive notice shall not invalidate the proceedings at any meeting.
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18.6	All business that is transacted at an extraordinary general meeting and all that is transacted at any<br>annual general meeting, with the exception of the sanctioning of a dividend and the consideration of the accounts, balance sheet, the<br>annual report of the Directors and the Auditors’ report shall be deemed to be special.
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18.7	When all members entitled to be present and vote sign either personally or by proxy the minutes of a general<br>meeting, the same shall be deemed to have been duly held notwithstanding that the members have not actually come together or that there<br>may have been technical defects in the proceedings and a resolution in writing (in one or more counterparts) signed by all members personally,<br>or in the case of a company or other entity which is a member, by any person authorised to sign on its behalf, shall be as valid and effectual<br>as if it had been passed at a meeting of the members duly called and constituted.
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19	Proceedings at General Meetings
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19.1	No business shall be transacted at any general meeting unless a quorum of members is present at the time<br>when the meeting proceeds to business; two (2) members present in person or by proxy shall be a quorum provided always that if the Company<br>has one member of record the quorum shall be that one (1) member present in person or by proxy.

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19.2	If, within half an hour from the time appointed for the meeting a quorum is not present, the meeting,<br>if convened upon the requisition of member(s), shall be dissolved; in any other case it shall stand adjourned to the same day in the next<br>week, at the same time and place or to such other day and at such other time and place as the Directors may determine and if at the adjourned<br>meeting a quorum is not present within half an hour from the time appointed for the meeting the members present shall be a quorum.
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19.3	The chairman, if any, of the board of Directors shall preside as Chairman at every general meeting of<br>the Company, or if there is no such chairman, or if he shall not be present within fifteen minutes after the time appointed for the holding<br>of the meeting or is unwilling to act, the Directors present shall elect one of their number to be chairman of the meeting.
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19.4	If at any meeting no Director is willing to act as chairman or if no Director is present within fifteen<br>minutes after the time appointed for holding the meeting, the members present shall choose one of their number to be chairman of the meeting.
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19.5	The chairman may, with the consent of any meeting at which a quorum is present (and shall if so directed<br>by the meeting), adjourn the meeting from time to time and from place to place but no business shall be transacted at any adjourned meeting<br>other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for thirty days<br>or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid, it shall not be necessary<br>to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.
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19.6	At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands<br>unless a poll is (before or on the declaration of the result of the show of hands) demanded
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(a)	by the chairman; or
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(b)	by any member or members present in person or by proxy and representing not less than one tenth of the<br>total voting rights of all the members having the right to vote at the meeting; or
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(c)	by a member or members holding shares conferring a right to vote at the meeting being shares on which<br>an aggregate sum has been paid-up (as to Issue Price) equal to not less than one tenth of the total sum paid up (as to Issue Price) on<br>all the shares conferring that right.
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19.7	Unless a poll be so demanded a declaration by the chairman that a resolution has on a show of hands been<br>carried, or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the book containing the minutes<br>of the proceedings of the Company shall be conclusive evidence of the fact without proof of the number or portion of the votes recorded<br>in favour of or against such resolution. A demand for a poll may be withdrawn.
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19.8	In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting<br>at which the show of hands takes place or at which the poll is demanded, shall be entitled to a casting vote.
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19.9	A poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith.<br>A poll demanded on any other question shall be taken at such time and in such manner as the chairman of the meeting directs and the result<br>of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. Any business other than that upon which<br>a poll has been demanded may be proceeded with pending the taking of the poll.
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19.10	If for so long as the Company has only one member:
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(a)	in relation to a general meeting, the sole member or a proxy for that member or (if the member is a corporation)<br>a duly authorized representative of that member is a quorum; and
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(b)	the sole member may agree that any general meeting be called by shorter notice than that provided for<br>by the Articles; and
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(c)	all other provisions of the Articles apply with any necessary modification (unless the provision expressly<br>provides otherwise).
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20	Votes of Members
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20.1

Subject to any special rights or restrictions as to voting for the time being attached to any shares by or in accordance with these Articles (including without limitation any enhanced voting rights as may be provided for in Article 3), at any general meeting on a show of hands every holder of Class A Ordinary Shares present in person (or being a corporation, is present by a duly authorised representative), or by proxy shall have one (1) vote and every holder of Class B Ordinary Shares present in person (or being a corporation, is present by a duly authorised representative), or by proxy shall have twenty (20) votes per share; and on a poll every Member present in person or by proxy or, in the case of a Member being a corporation, by its duly authorised representative shall have one (1) vote in the case of holders of Class A Ordinary Shares and twenty (20) votes in the case of holders of Class B Ordinary Shares for every share of which he is the holder, but so that no amount paid up or credited as paid up on a share in advance of calls or instalments is treated for the foregoing purposes as paid up on the share. Notwithstanding anything contained in these Articles, where more than one proxy is appointed by a Member which is a clearing house or a central depository house (or its nominee(s)), each such proxy shall have one vote on a show of hands.

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20.2	In the case of joint holders the vote of the senior who tenders a vote, whether in person or by proxy,<br>shall be accepted to the exclusion of the votes of the other joint holders; and for this purpose seniority shall be determined by the<br>order in which the names stand in the Register.
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20.3	A member of unsound mind, or in respect of whom an order has been made by any court having jurisdiction<br>in lunacy, may vote, whether on a show of hands or on a poll, by his committee, receiver, curator bonis, or other person in the nature<br>of a committee, receiver or curator bonis appointed by that court, and any such committee, receiver, curator bonis or other person may,<br>on a poll, vote by proxy.
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20.4	No person shall be entitled to vote at any general meeting unless he is registered as a member in the<br>Register on the date of such meeting and unless all calls or other sums presently payable by him in respect of shares of the Company have<br>been paid.
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20.5	No objection shall be raised to the qualifications of any voter except at the meeting or adjourned meeting<br>at which the vote objected to is given or tendered and every vote not disallowed at such meeting shall be valid for all purposes. Any<br>such objection made in due time shall be referred to the chairman of the meeting, whose decision shall be final and conclusive.
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20.6	On a poll or on a show of hands votes may be given either personally or by proxy. On a poll, a member<br>entitled to more than one vote need not, if he votes, use all his votes or cast all votes he uses the same way.
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21	Proxies
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21.1	The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney<br>duly authorised in writing or, if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorised.<br>A proxy need not be a member of the Company. Deposit or delivery of a form of appointment of a proxy does not preclude a member from attending<br>and voting at the meeting or at any adjournment of it.
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21.2	The instrument appointing a proxy shall be deposited at the registered office or the Registration Office<br>or at such other place as is specified for that purpose in the notice convening the meeting no later than the time for holding the meeting,<br>or adjourned meeting, provided that the chairman of the meeting may at his discretion direct that an instrument of proxy shall be deemed<br>to have been duly deposited upon receipt of confirmation from the appointor that the instrument of proxy duly signed is in the course<br>of transmission to the Company. The Directors may require the production of any evidence which they consider necessary to determine the<br>validity of any appointment pursuant to this Article.
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21.3	The instrument appointing a proxy may be in any form acceptable to the Directors and may be expressed<br>to be for a particular meeting and/or any adjournment thereof or generally until revoked.
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21.4	The instrument appointing a proxy shall be deemed to confer authority to demand and to join in demanding<br>a poll.
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21.5	A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the<br>previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed or the transfer<br>of the share in respect of which the proxy is given, provided that no intimation in writing of such death, insanity, revocation or transfer<br>as aforesaid shall have been received by the Company at the registered office before the commencement of the meeting or adjourned meeting<br>at which the proxy is used.
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22	Corporations Acting by Representatives at Meetings and Clearing House
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22.1	Any corporation which is a member may by resolution of its directors or other governing body authorise<br>such person as it thinks fit to act as its representative at any meeting of the Company or of any class of members and the person so authorised<br>shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it<br>were an individual member.
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22.2	If a Clearing House (or its nominee(s)) or a central depository entity, being a corporation, is a member,<br>it may authorise such persons, as it thinks fit as its representatives at any meeting of the Company or at any meeting of any class of<br>member provided that the authorisation shall specify the number and class of shares in respect of which each such representative is so<br>authorised. Each person so authorised under the provisions of this Article shall be deemed to have been duly authorised without further<br>evidence of the facts and be entitled to exercise the same rights and powers on behalf of the Clearing House or central depository entity<br>(or its nominee(s)) as if such person was the registered holder of the shares of the Company held by the Clearing House or central depository<br>entity (or its nominee(s)) including the right to vote.
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23	Directors
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23.1	There shall be a board of Directors consisting of at least one person. There is no age limit for Directors.

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23.2	The first Directors shall be determined in writing by the subscriber to the Memorandum of the Company.
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23.3	The remuneration to be paid to the Directors shall be such remuneration as the Directors shall determine.<br>Such remuneration shall be deemed to accrue from day to day. The Directors may also be paid travelling, hotel and other expenses properly<br>incurred by them in attending and returning from meetings of the Directors or any committee of the Directors or general meetings of the<br>Company or in connection with the business of the Company or the discharge of their duties as a Director, or receive a fixed allowance<br>in respect thereof as may be determined by the Directors from time to time or a combination of partly of one such method and partly the<br>other. The Directors may provide benefits, whether by the payment of gratuities or pensions or by insurance or otherwise, for any existing<br>Director or any Director who has held but no longer holds any executive office or employment with the Company or with any body corporate<br>which is or has been a subsidiary of the Company or a predecessor in business of the Company or of any such subsidiary, and for any member<br>of his family (including a spouse and a former spouse) or any person who is or was dependent on him, and may (as well before as after<br>he ceases to hold such office or employment) contribute to any fund and pay premiums for the purchase or provision of any such benefit.
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23.4	The shareholding qualification for Directors may be fixed by the Company in general meeting, and unless<br>and until so fixed no qualification shall be required.
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23.5	A Director or alternate Director may be or become a Director or other officer of, or otherwise interested<br>in, any company promoted by the Company or in which the Company may be interested as shareholder or otherwise, and no such Director shall<br>be accountable to the Company for any remuneration or other benefits received by him as a Director or officer of, or from his interest<br>in, such other company unless the Company otherwise directs in general meeting.
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23.6	The Directors may by resolution award special remuneration to any Director undertaking any special work<br>or services which in the opinion of the Directors are beyond his ordinary routine work as a Director. Any fees paid to a Director who<br>is also counsel or attorney-at-law to the Company, or otherwise serves it in a professional capacity, shall be in addition to his remuneration<br>as a Director.
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23.7	A Director or alternate Director may act by himself or his firm in a professional capacity for the Company,<br>and he or his firm shall be entitled to remuneration for professional services as if he were not a Director or alternate Director; provided<br>that nothing herein obtained shall authorise a Director or alternate Director or his firm to act as Auditor of the Company.
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24	Alternate Directors and Proxy Directors
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24.1	A Director may by writing appoint any person to be an alternate Director in his place. Any appointment<br>or removal of an alternate Director shall be by notice to the Company signed by the Director making or revoking the appointment or in<br>any other manner approved by the Directors. The person so appointed shall be entitled to attend, speak and vote at meetings of the Directors,<br>and at all meetings of committees of Directors that his appointor is a member of, when the Director appointing him is not personally present<br>and to sign any written resolution of the Directors and shall automatically vacate his office on the expiration of the term for or the<br>happening of the event until which he is by the terms of his appointment to hold office or if the appointor in writing revokes the appointment<br>or himself ceases for any reason to hold office as a Director. An appointment of an alternate Director under this Article shall not prejudice<br>the right of the appointor to attend and vote at meetings of the Directors and the powers of the alternate Director shall automatically<br>be suspended during such time as the Director appointing him is himself present in person at a meeting of the Directors. An alternate<br>Director shall be deemed to be appointed by the Company and not deemed to be the agent of the Director appointing him and shall alone<br>be responsible for his own acts and defaults.
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24.2	A Director may be represented at any meetings of the Directors by a proxy appointed by him in which event<br>the presence or vote of the proxy shall for all purposes be deemed to be that of the Director.
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24.3	The provisions of these Articles applicable to alternate Directors shall mutatis mutandis apply to the<br>appointment of proxies by Directors, save that any person appointed as a proxy pursuant to paragraph 24.2 above shall be the agent of<br>the Director, and not an officer of the Company.
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25	Powers and Duties of Directors
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25.1	The business of the Company shall be managed by the Directors (or a sole Director if only one is appointed)<br>who may exercise all the powers of the Company save where inconsistent with the Act or these Articles PROVIDED HOWEVER that no regulations<br>made by the Company in general meeting shall invalidate any prior act of the Directors which would have been valid if that regulation<br>had not been made. The powers given by this Article shall not be limited by any special power given to the Directors by the Articles and<br>a meeting of Directors at which a quorum is present may exercise all powers exercisable by the Directors.
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25.2	Without limitation, the Directors may exercise all the powers of the Company to borrow or raise monies,<br>and to mortgage or charge its undertaking, property and uncalled capital, or any part thereof, and to issue debentures, debenture stock,<br>and other securities whether outright or as security for any debt liability or obligation of the Company or of any third party.
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25.3	All cheques, promissory notes, drafts, bills of exchange or other negotiable instruments, and all receipts<br>for monies paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as<br>the Directors shall from time to time determine by resolution.
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25.4	The Directors shall cause minutes to be made in books provided for the purpose:
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(a)	of all appointments of officers made by the Directors;
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(b)	of the names of the Directors or their alternates present at each meeting of the Directors and of any<br>committee of the Directors;
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(c)	of all resolutions and proceedings at all meetings of the Company, and of the Directors, and of committees<br>of Directors.
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25.5	The Directors on behalf of the Company may pay a gratuity or pension or allowance on retirement to any<br>Director who has held any other salaried office or place of profit with the Company or to his widow or dependents and make contributions<br>to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance.
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26	Director or Officer Contracting with Company
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26.1

No Director or officer shall be disqualified by his office from contracting and/or dealing with the Company as vendor, purchaser or otherwise; nor shall any such contract or any contract or arrangement entered into by or on behalf of the Company in which any Director or officer shall be in any way interested be or be liable to be avoided; nor shall any Director or officer so contracting or being so interested be liable to account to the Company for any profit realised by any such contract or arrangement by reason of such Director or officer holding that office or the fiduciary relationship thereby established; provided that the nature of his interest must be disclosed by him at the meeting of the Directors at which the contract or arrangement is considered if his interest then exists, or in any other case, at the first meeting of the Directors after the acquisition of his interest. A Director, having disclosed his interest as aforesaid, shall be counted in the quorum and shall be entitled to vote as a Director in respect of any contract or arrangement in which he is so interested as aforesaid.

26.2

A general notice that a Director is a member of a specified firm or company and is to be regarded as interested in all transactions with that firm or company shall be a sufficient disclosure under the immediately preceding Article as regards such Director and the said transactions and after such general notice it shall not be necessary for such Director to give a special notice relating to any particular transaction with that firm or company. An interest of which a Director has no knowledge and of which it is unreasonable to expect him to have knowledge shall not be treated as an interest of his.

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26.3	A Director may hold any other office or place of profit under the Company (other than the office of Auditor)<br>in conjunction with his office of Director for such period and on such terms (as to remuneration and otherwise) as the Directors may determine.
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26.4	A Director may act by himself or by, through or on behalf of his firm in a professional capacity for the<br>Company and he or his firm shall be entitled to remuneration for professional services as if he were not a Director.
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27	Appointment and Removal of Directors
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27.1	The Directors shall have power at any time and from time to time to appoint any person to be a Director,<br>either to fill a casual vacancy or as an addition to the existing Directors but so that the total number of Directors (exclusive of alternate<br>Directors) shall not at any time exceed the number fixed in accordance with these Articles.
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27.2	The holder or holders of more than half of the paid-up share capital of the Company (as to Issue Price)<br>giving the right to attend and vote at general meetings of the Company may appoint any person to be a Director and may in like manner<br>remove any Director and may in like manner appoint another person in his stead.
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27.3	The Company may from time to time, by Ordinary Resolution, set, increase or reduce the maximum number<br>of Directors who may constitute the board of Directors.
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27.4	The office of Director shall be vacated if the Director:
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(a)	is prohibited by law from serving as Director;
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(b)	becomes bankrupt or makes any arrangement or composition with his creditors; or
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(c)	dies or is found to be or becomes of unsound mind; or
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(d)	resigns his office by notice in writing to the Company or otherwise pursuant to any agreement between<br>the Company and such Director; or
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(e)	is removed from office by notice of the holder or holders of more than half of the paid-up share capital<br>of the Company (as to Issue Price) giving the right to attend and vote at general meetings of the Company notwithstanding anything in<br>the Articles or any agreement between the Company and such Director;
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(f)	is requested by all the other Directors (numbering at least two) to resign; or
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(g)	if he absents himself (without being represented by proxy or an alternate Director appointed by him) from<br>three consecutive meetings of the board of Directors without special leave of absence from the Directors, and they pass a resolution that<br>he has by reason of such absence vacated office.
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28	Proceedings of Directors
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28.1	The Directors may meet together for the dispatch of business, adjourn and otherwise regulate their meetings<br>as they think fit. Questions arising at any meeting shall be decided by a majority of votes. In case of an equality of votes, the chairman<br>shall have a second or casting vote. A Director may, and the Secretary on the requisition of a Director shall, at any time summon a meeting<br>of the Directors. Every Director shall receive notice of a board meeting. Notice of a board meeting is deemed to be duly given to a Director<br>if it is given to him personally or by word of mouth or by electronic communication to an address given by him to the Company for that<br>purpose or sent in writing to him at his last known address or other address given by him to the Company for that purpose. A Director<br>or his alternate may waive the requirement that notice be given to the Director of a meeting of the board of Directors or committee of<br>the Directors, either prospectively or retrospectively.
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28.2	The quorum necessary for the transaction of the business of the Directors may be fixed by the Directors<br>and unless so fixed shall be two, a Director and his appointed alternate Director being considered only one person for this purpose, PROVIDED<br>ALWAYS that if there shall at any time be only a sole Director the quorum shall be one. One person may represent more than one Director<br>by alternate and for the purposes of determining whether or not a quorum is present and voting each appointment of an alternate shall<br>be counted.
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28.3	The continuing Directors or sole continuing Director may act notwithstanding any vacancy in their body<br>but, if and so long as their number is reduced below the number fixed by or pursuant to the Articles as the necessary quorum of Directors,<br>the continuing Directors or Director may act for the purpose of increasing the number of Directors to that number, or of summoning a general<br>meeting of the Company, but for no other purpose.
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28.4	The Directors may elect a chairman of their meetings and determine the period for which he is to hold<br>office; but if no such chairman is elected, or if at any meeting the chairman is not present within five minutes after the time appointed<br>for holding the same, the Directors present may choose one of their number to be chairman of the meeting.
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28.5	A committee may elect a chairman of its meetings; if no such chairman is elected, or if at any meeting<br>the chairman is not present the members present may choose one of their number to be chairman of the Meeting.
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28.6	A committee may meet and adjourn as it thinks proper. Questions arising at any meeting shall be determined<br>by a majority of votes of the members present, and in the case of an equality of votes the chairman shall have a second or casting vote.
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28.7	All acts done by any meeting of the Directors or of a committee of the Directors (including any person<br>acting as an alternate Director) shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment<br>of any Director or alternate Director, and/or that they or any of them were disqualified, and/or had vacated their office and/or were<br>not entitled to vote, be as valid as if every such person had been duly appointed and/or not disqualified to be a Director or alternate<br>Director and/or had not vacated their office and/or had been entitled to vote, as the case may be.
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28.8	A resolution in writing (in one or more counterparts), signed by all the Directors for the time being<br>or all the members of a committee of Directors (a person being an alternate Director for one or more Directors being entitled to sign<br>such resolution on behalf of each appointor) shall be as valid and effectual as if it had been passed at a meeting of the Directors or<br>committee as the case may be duly convened and held.
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28.9	Any Director or Directors or any committee thereof may participate in any meeting of the board of Directors<br>or of such committee by means of conference telephone or similar communications equipment by means of which all persons participating<br>in the meeting can hear each other and participation in a meeting pursuant to this provision shall constitute presence in person at such<br>meeting. All business transacted in this way by the Directors or a committee of Directors is for the purpose of the Articles deemed to<br>be validly and effectively transacted at a meeting of the Directors or of a committee of Directors although fewer than two Directors or<br>alternate Directors are physically present at the same place.
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28.10	If and for so long as there is a sole Director of the Company:
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(a)	he may exercise all powers conferred on the Directors by the Articles by any means permitted by the Articles<br>or the Act;
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(b)	the quorum for the transaction of business is one; and
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(c)	all other provisions of the Articles apply with any necessary modification (unless the provision expressly<br>provides otherwise).
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29	Managing Director
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29.1	The Directors may from time to time appoint one or more of their body to the office of managing director<br>for such period and on such terms as they think fit and, subject to the terms of any agreement entered into in any particular case, may<br>revoke such appointment. A Director so appointed shall be subject to the same provisions as regards removal and disqualification as the<br>other Directors and his appointment shall be automatically determined if he ceases for any cause to be a Director.
29.2	A managing director shall receive such remuneration (whether by way of salary, commission or participation<br>in profits, or partly in one way and partly in another) as the Directors may determine.
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29.3	The Directors may entrust to and confer upon a managing director any powers, authorities and discretions<br>exercisable by them upon such terms and conditions and with such restrictions as they may think fit, and either collaterally with or to<br>the exclusion of their own powers and may from time to time revoke, alter, withdraw or vary all or any of such powers.
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30	Presumption of Assent
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A Director who is present at a meeting of the board of Directors at which action on any Company matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favour of such action.

31	Management
31.1	The Directors may from time to time provide for the management of the affairs of the Company in such manner<br>as they think fit and the provisions contained in the three next following Articles shall be without prejudice to the general powers conferred<br>by this Article.
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31.2	The Directors from time to time and at any time may establish any committees, boards or agencies, may<br>appoint any persons to be members of such committees or boards, may appoint any managers or agents, and may fix their remuneration. Any<br>committee so formed shall in the exercise of powers so delegated conform to any regulations that may be imposed on it by the Directors.
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31.3	The Directors from time to time and at any time may delegate to any such committee, board, manager or<br>agent any of the powers, authorities and discretions for the time being vested in the Directors and may authorise the members for the<br>time being of any such board, or any of them, to fill up any vacancy therein, and to act notwithstanding vacancies, and any such appointment<br>or delegation may be made on such terms and subject to such conditions as the Directors may think fit, and the Directors may at any time<br>remove any person so appointed, and may annul or vary any such delegation, but no person dealing in good faith and without notice of any<br>such annulment or variation shall be affected thereby. Where a provision of the Articles refers to the exercise of a power, authority<br>or discretion by the Directors and that power, authority or discretion has been delegated by the Directors to a committee, the provision<br>shall be construed as permitting the exercise of the power, authority or discretion by the committee.
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31.4	The Directors may from time to time and at any time by power of attorney appoint any company, firm or<br>person or body of persons, whether nominated directly or indirectly by the Directors, to be the attorney or attorneys of the Company for<br>such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under the<br>Articles) and for such period and subject to such conditions as they may think fit, and any such powers of attorney may contain such provisions<br>for the protection and convenience of persons dealing with any such attorney as the Directors may think fit and may also authorise any<br>such attorney to delegate all or any of the powers, authorities and discretions vested in him.
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31.5	Any such delegates as aforesaid may be authorised by the Directors to sub-delegate all or any of the powers,<br>authorities and discretions for the time being vested in them.
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32	Officers
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32.1	Officers of the Company may be elected by the Company in general meeting or appointed by the Directors<br>and may consist of a president, one or more vice presidents, a Secretary, one or more assistant secretaries, a treasurer, one or more<br>assistant treasurers and such other officers as the Company in general meeting or the Directors may from time to time think necessary<br>and all such officers shall perform such duties as may be prescribed by the Company in general meeting or the Directors. They shall hold<br>office until their successors are elected or appointed but any officer may be removed at any time by the Company in general meeting or<br>by the Directors. If any office becomes vacant the Company in general meeting or the Directors may fill the same. Any person may hold<br>more than one of these offices and no officer need be a member or Director.
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33	The Seal
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33.1

The Company may, if the Directors so determine, have a Seal. The Directors shall provide for the safe custody of the Seal which shall only be used with the authority of the Directors or a committee of the Directors authorised in that regard. Every instrument to which the Seal shall be affixed shall be signed by a Director or other person authorised by the Directors for that purpose. Notwithstanding the provisions hereof, a Director, Secretary or other officer may affix the Seal to returns, lists, notices, certificates or any other documents required to be authenticated by him under Seal or to be filed with the Registrar of Companies in the Cayman Islands or elsewhere under his signature alone.

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33.2	The Company may exercise the powers conferred by the Act with regard to having a duplicate seal for use<br>abroad and such powers shall be vested in the Directors.
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34	Dividends and Reserve
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34.1	Subject to the Act and these Articles, the Directors may from time to time declare dividends (including<br>interim dividends) and distributions on issued shares of the Company and authorise payment of the same out of funds of the Company lawfully<br>available therefor.
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34.2	No dividend or distribution shall be paid except out of the profits of the Company, realised or unrealised,<br>or out of the share premium account or as otherwise permitted by the Act.
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34.3	The Directors may, before declaring any dividends or distributions, set aside such sums as they think<br>proper as a reserve or reserves which shall at the discretion of the Directors be applicable for any purpose of the Company and pending<br>such application may, at the like discretion, be employed in the business of the Company.
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34.4	Subject to the rights of persons, if any, entitled to shares with special rights as to dividends or distributions,<br>if dividends or distributions are to be declared on a class of shares they shall be declared and paid according to the amounts paid or<br>credited as paid on the shares of such class issued on the record date for such dividend or distribution but no amount paid or credited<br>as paid on a share in advance of calls shall be treated for the purposes of this Article as paid on the share. If at any time the share<br>capital is divided into different classes of shares the Directors may pay dividends on shares which confer deferred or non-preferred rights<br>with regard to dividends as well as on shares which confer preferential rights with regard to dividends, but no dividend shall be paid<br>on shares carrying deferred or non-preferred rights if, at the time of payment, any preferential dividend is in arrears. The Directors<br>may also pay at intervals settled by them any dividend payable at a fixed rate if it appears that there are sufficient funds of the Company<br>lawfully available for distribution to justify the payment. Provided the Directors act in good faith they shall not incur any liability<br>to the holders of shares conferring preferred rights for any loss they may suffer by the lawful payment of a dividend on any shares having<br>deferred or non-preferred rights.
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34.5	The Directors may deduct from any dividend or distribution payable to any member all sums of money (if<br>any) presently payable by him to the Company on account of calls or otherwise.
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34.6	The Directors may declare that any dividend or distribution be paid wholly or partly by the distribution<br>of specific assets and in particular of paid-up shares (as to issue price), debentures or debenture stock of any other company or in any<br>one or more of such ways and where any difficulty arises in regard to such distribution, the Directors may settle the same as they think<br>expedient and in particular may issue fractional certificates and fix the value for distribution of such specific assets or any part thereof<br>and may determine that cash payments shall be made to any members upon the footing of the value so fixed in order to adjust the rights<br>of all members and may vest any such specific assets in trustees as may seem expedient to the Directors.
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34.7	Any dividend, distribution, interest or other monies payable in cash in respect of shares may be paid<br>by cheque or warrant sent through the post directed to the registered address of the holder, or, in the case of joint holders, to the<br>holder who is first named on the Register or to such person and to such address as such holder or joint holders may in writing direct.<br>Every such cheque or warrant shall be made payable to the order of the person to whom it is sent. Any one of two or more joint holders<br>may give effectual receipts for any dividends, distributions, bonuses or other monies payable in respect of the shares held by them as<br>joint holders.
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34.8	No dividend or distribution shall bear interest against the Company, save as otherwise provided.
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34.9	Except as otherwise provided by the rights attached to any shares, dividends and other distributions may<br>be paid in any currency. The Directors may determine the basis of conversion for any currency conversions that may be required and how<br>any costs involved are to be met.
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34.10	The Directors may, before resolving to pay any dividend or other distribution, set aside such sums as<br>they think proper as a reserve or reserves which shall, at the discretion of the Directors, be applicable for any purpose of the Company<br>and pending such application may, at the discretion of the Directors, be employed in the business of the Company.
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34.11	Any dividend or distribution which cannot be paid to a member and/or which remains unclaimed after six<br>months from the date on which such dividend or distribution becomes payable may, in the discretion of the Directors, be paid into a separate<br>account in the Company’s name, provided that the Company shall not be constituted as a trustee in respect of that account and the<br>dividend or distribution shall remain as a debt due to the Member. Any dividend or distribution which remains unclaimed after a period<br>of six years from the date on which such dividend or distribution becomes payable shall be forfeited and shall revert to the Company.
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35	Accounts
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35.1	The Directors shall cause proper books of account to be kept with respect to:
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(a)	all sums of money received and expended by the Company and the matters in respect of which the receipt<br>and expenditure takes place;
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(b)	all sales and purchases of goods by the Company; and
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(c)	the assets and liabilities of the Company.
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Zeta Network Group
35.2	Proper books shall not be deemed to be kept if there are not kept such books of account as are necessary<br>to give a true and fair view of the state of the Company’s affairs and to explain its transactions.
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35.3	The books of account shall be kept at such place or places as the Directors think fit, and shall always<br>be open to the inspection of the Directors. The books of accounts shall be retained for five (5) years from the date of their preparation,<br>or such other period as specified by the Act.
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35.4	The Directors shall from time to time determine whether and to what extent and at what times and places<br>and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of members<br>not being Directors and no member (not being a Director) shall have any right of inspecting any account or book or document of the Company<br>except as conferred by Act or authorised by the Directors or by the Company in general meeting.
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35.5	The Directors shall from time to time cause to be prepared and to be laid before the Company in general<br>meeting profit and loss accounts, balance sheets, group accounts (if any) and such other reports and accounts as may be required by Act.
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36	Audit
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36.1	The Directors may appoint an Auditor or Auditors on such terms as the Directors determine who shall hold<br>office until otherwise resolved.
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36.2	Every Auditor shall have the right of access at all times to the books and accounts and vouchers of the<br>Company and shall be entitled to require from the Directors and officers of the Company such information and explanation as may be necessary<br>for the performance of the duties of the auditors.
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36.3	Auditors shall at any time during their term of office, upon request of the Directors or any general meeting<br>of the members, make a report on the accounts of the Company in general meeting during their tenure of office.
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37	Fiscal Year
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The fiscal year of the Company shall end on the 30th day of June in each year unless the Directors prescribe some other period therefor.

Zeta Network Group

38	Capitalisation of Profit and Share Premium
38.1	The Directors or the Company in general meeting, by Ordinary Resolution upon the recommendation of the<br>Directors, may resolve that it is desirable to capitalise any part of the amount for the time being standing to the credit of any of the<br>Company’s reserve accounts (including, without limitation, the share premium account and capital redemption reserve fund) or to<br>the credit of the profit and loss account or otherwise available for distribution, and accordingly that such sum be set free from distribution<br>amongst the members who would have been entitled thereto if distributed by way of dividend and in the same proportions on condition that<br>the same be not paid in cash but be applied in or towards paying up any amounts for the time being unpaid on any shares held by such members<br>respectively or paying up in full unissued shares or debentures of the Company to be allotted and distributed credited as fully paid-up<br>(as to Issue Price) to and amongst such members in the proportions aforesaid, or partly in the one way and partly in the other, and the<br>Directors shall give effect to such resolution. Provided that a share premium account and a capital redemption reserve fund may, for the<br>purpose of this Article, only be applied in the paying up of unissued shares to be issued to members of the Company as fully paid bonus<br>shares.
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38.2	Whenever such a resolution as aforesaid shall have been passed, the Directors shall make all appropriations<br>and applications of the undivided profits resolved to be capitalised thereby, and all allotments and issues of fully paid shares or debentures,<br>if any, and generally shall do all acts and things required to give effect thereto, with full power to the Directors to make such provision<br>by the issue of fractional certificates or by payment in cash or otherwise as they think fit for the class of shares or debentures becoming<br>distributable in fractions, and also to authorise any person to enter into, on behalf of all the members entitled thereto, an agreement<br>with the Company providing for the allotment to them respectively, credited as fully paid-up (as to Issue Price), of any further shares<br>or debentures to which they may be entitled upon such capitalisation, or (as the case may require) for the payment up by the Company on<br>their behalf, by the application thereto of their respective proportions of the profits resolved to be capitalised of the amounts or any<br>part of the amounts remaining unpaid on their existing shares, and any agreement made under such authority shall be effective and binding<br>on all such members.
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38.3	The Directors shall in accordance with the Act establish a share premium account and shall carry to the<br>credit of such account from time to time a sum equal to the amount or value of the premium paid on the issue of any share and may treat<br>any contributed capital or capital surplus as if it were credited to such account. There shall be debited to any share premium account:
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(a)	on the redemption or purchase of a share the difference between the nominal value of such share and the<br>redemption or purchase price provided always that at the discretion of the Directors such sum may be paid out of the profits of the Company<br>or, if permitted by the Act, out of capital; and
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(b)	any other amounts paid out of any share premium account as permitted by the Act.
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Zeta Network Group
39	Record Date
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39.1	For the purpose of determining members entitled to attend meetings, receive payment of any Dividend or<br>capitalisation or for any other purpose, the Directors may provide that the Register may, after compliance with any notice requirement<br>of the Designated Stock Exchange, be suspended or closed for transfers for a stated period which shall not in any case exceed thirty (30)<br>days in any year as the Directors may determine. In lieu of, or apart from, closing the Register, the Directors may fix in advance or<br>arrears a date as the record date for any such determination of members provided that the record date for a meeting may not be earlier<br>than the date of notice of such meeting.
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39.2	If the Register is not so closed and no record date is fixed for the determination of members entitled<br>to attend meetings, receive payment of a Distribution or capitalisation, the date on which the notice of the meeting is given or resolution<br>of the Directors declaring such Dividend or capitalisation is adopted, as the case may be, shall be the record date for such determination<br>of members.
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39.3	A determination of the members of record entitled to notice of or to vote at a meeting of the members<br>shall apply at any adjournment of the meeting, provided however, that the Directors may fix a new record date for the adjourned meeting.
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40	Notices
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40.1	A notice may be given by the Company to any member either personally or by sending it by courier, post,<br>cable, telex, telefax or e-mail to him or to his registered address, or (if he has no registered address) to the address, if any, within<br>or without the Cayman Islands supplied by him to the Company for the giving of notice to him. A notice may also be served by advertisement<br>in appropriate newspapers in accordance with the requirements of the Designated Stock Exchange or, to the extent permitted by the applicable<br>laws, by placing it on the Company’s website and giving to the member a notice stating that the notice and other document(s) are<br>available there (a “notice of availability”). The notice of availability may be given to the member by any of the means set<br>out above.
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40.2	Where a notice is sent by courier, service of the notice shall be deemed to be effected by delivery of<br>the notice to a courier company, and shall be deemed to have been received on the third day (not including Saturdays or Sundays or public<br>holidays) following the day on which the notice was delivered to the courier. Where a notice is sent by post, service of the notice shall<br>be deemed to be effected by properly addressing, pre-paying and posting a letter containing the notice, and to have been effected in the<br>case of a notice of a meeting at the expiration of fourteen days after the letter containing the same is posted, and in any other case<br>at the time at which the letter would be delivered in the ordinary course of post. Any letter sent to an address outside the Cayman Islands<br>shall be sent by courier or airmail.
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Zeta Network Group
40.3	Where a notice is sent by cable, telex, telefax or e-mail, service of the notice shall be deemed to be<br>effected by properly addressing and sending such notice and to have been effected on the day received or, if such day is not a working<br>day, on the next working day.
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40.4	A notice may be given by the Company to the person or persons where the Company has been advised are entitled<br>to a share in consequence of the death or bankruptcy of a member by sending it through the post in prepaid letter addressed to them by<br>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,<br>within or without the Cayman Islands supplied for that purpose by the persons claiming to be so entitled, or (until such an address has<br>been supplied) by giving the notice in any manner in which the same might have been given if the death or bankruptcy had not occurred.
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40.5	A notice shall be sufficiently given by the Company to the joint holders of record of a share by giving<br>the notice to the joint holder first named on the Register in respect of the share.
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40.6	Notice of every general meeting shall be given in any manner hereinbefore authorised to:
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(a)	every person shown as a member in the Register subject, in each case, to the immediately preceding Article;<br>and
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(b)	every person upon whom the ownership of a share devolves by reason of his being a legal personal representative<br>or a trustee in bankruptcy of a member where the member but for his death or bankruptcy would be entitled to receive notice of the meeting.
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40.7	No other person shall be entitled to receive notices of general meetings.
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40.8	A member who is present, either in person or by proxy, at any meeting of the Company or of the holders<br>of any class of shares in the Company shall be deemed to have received notice of the meeting, and, where requisite, of the purpose for<br>which it was called.
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40.9	Every person who becomes entitled to any share shall be bound by any notice in respect of that share which,<br>before his name is entered in the Register, has been given to the person from whom he derives his title.
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40.10	Subject to the rights attached to shares, the Directors may fix any date as the record date for a dividend,<br>allotment or issue. The record date may be on or at any time before or after a date on which the dividend, allotment or issue is declared,<br>made or paid.
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Zeta Network Group
41	Winding Up
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41.1	If the Company is, or is likely to become, unable to pay its debts, the Directors shall have power to<br>present a winding up petition in the name of the Company and/or to apply for the appointment of provisional liquidators in respect of<br>the Company.
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41.2	Subject to any special rights, privileges or restrictions as to the distribution of available surplus<br>assets on liquidation for the time being attached to any class or classes of shares, if the Company shall be wound up, the liquidator<br>may, with the sanction of an Ordinary Resolution of the Company and any other sanction required by law, divide amongst the members in<br>specie or kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and<br>may, for such purpose, set such value as he deems fair upon any property to be divided as aforesaid and may determine how such division<br>shall be carried out as between the members or different classes of members. The liquidator may, with the like sanction, vest the whole<br>or any part of such assets in trustees upon such trusts for the benefit of the members as the liquidator, with the like sanction, shall<br>think fit, but so that no member shall be compelled to accept any shares or other securities whereon there is any liability.
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41.3	Subject to any special rights, privileges or restrictions as to the distribution of available surplus<br>assets on liquidation for the time being attached to any class or classes of shares, if the Company shall be wound up and the assets available<br>for distribution amongst the members as such shall be insufficient to repay the whole of the paid-up capital, such assets shall be distributed<br>so that, as nearly as may be, the losses shall be borne by the members in proportion to the capital paid up, or which ought to have been<br>paid up, at the commencement of the winding up on the shares held by them respectively. And if in a winding up the assets available for<br>distribution amongst the members shall be more than sufficient to repay the whole of the capital at the commencement of the winding up,<br>the excess shall be distributed amongst the members in proportion to the capital at the commencement of the winding up paid up on the<br>shares held by them respectively. But this Article is to be without prejudice to the rights of the holders of shares issued upon special<br>terms and conditions.
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42	Indemnity
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42.1	Every Director, Secretary, or other officer of the Company (including alternate directors, proxy directors<br>and former directors and officers), any trustee for the time being acting in relation to the Company (including any nominee shareholder<br>holding shares in the Company) and their heirs and personal representatives (each an “Indemnified Person”) shall be entitled<br>to be indemnified out of the assets of the Company against all actions, proceedings, costs, damages, expenses, claims, losses or liabilities<br>which they or any of them may sustain or incur by reason of any act done or omitted in or about the execution of the duties of their respective<br>offices or trusts or otherwise in relation thereto, including any liability incurred by him in defending any proceedings, whether civil<br>or criminal, in which judgement is given in his favour or in which he is acquitted except to the extent that any of the foregoing arise<br>through his dishonesty.
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Zeta Network Group
42.2	No Indemnified Person shall be liable (a) for any loss, damage or misfortune whatsoever which may happen<br>to or be incurred by the Company in the execution of the duties, powers, authorities or discretions of his office or in relation thereto,<br>(b) for the acts, receipts, neglects, defaults or omissions of any other such Director or person or (c) by reason of his having joined<br>in any receipt for money not received by him personally or (d) for any loss on account of defect of title to any property of the Company<br>or (e) on account of the insufficiency of any security in or upon which any money of the Company shall be invested or (f) for any loss<br>incurred through any bank, broker or other agent or (g) for any loss occasioned by any negligence, default, breach of duty, breach of<br>trust, error of judgement or oversight on his part or (h) for any other loss or damage due to any such cause as aforesaid except to the<br>extent that any of the foregoing arise through his dishonesty.
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42.3	The Company shall advance to each Indemnified Person reasonable attorneys’ fees and other costs<br>and expenses incurred in connection with the defence of any action, suit, proceeding or investigation involving such Indemnified Person<br>for which indemnity will or could be sought. In connection with any advance of any expenses hereunder, the Indemnified Person shall execute<br>an undertaking to repay the advanced amount to the Company if it shall be determined by final judgment or other final adjudication that<br>such Indemnified Person was not entitled to indemnification pursuant to this Article. If it shall be determined by a final judgment or<br>other final adjudication that such Indemnified Person was not entitled to indemnification with respect to such judgment, costs or expenses,<br>then such party shall not be indemnified with respect to such judgment, costs or expenses and any advancement shall be returned to the<br>Company (without interest) by the Indemnified Person.
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42.4	The Directors, on behalf of the Company, may purchase and maintain insurance for the benefit of any Director<br>or other officer of the Company against any liability which, by virtue of any rule of law, would otherwise attach to such person in respect<br>of any negligence, default, breach of duty or breach of trust of which such person may be guilty in relation to the Company.
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43	Registration by Way of Continuation
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43.1	The Company, if registered as an exempted company under the Act, may by Special Resolution resolve to<br>be registered by way of continuation in a jurisdiction outside the Cayman Islands which permits or does not prohibit the transfer of the<br>Company to such jurisdiction.
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43.2	In furtherance of a resolution passed pursuant to the immediately preceding Article, the Directors shall<br>cause an application to be made to the Registrar of Companies to de-register the Company in the Cayman Islands or such other jurisdiction<br>in which it is for the time being incorporated, registered or existing and may cause all further steps as they consider appropriate to<br>be taken to effect the transfer by way of continuation of the Company.
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44	Disclosure
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The Directors and the officers including any secretary or assistant secretary and/or any its service providers (including the registered office provider for the Company), shall be entitled to disclose to any regulatory or judicial authority, or to any stock exchange on which the shares may from time to time be listed, any information regarding the affairs of the Company including, without limitation, any information contained in the Register and books of the Company.

45	Merger and Consolidation

The Company shall, with the approval of a Special Resolution, have the power to merge or consolidate with one or more constituent companies (as defined in the Act), upon such terms as the Directors may determine.

46	Amendment to Articles

The Company may from time to time alter or add to these Articles by passing a Special Resolution.

Exhibit 99.3

THE COMPANIES ACT (AS REVISED)

COMPANY LIMITED BY SHARES

NINTH AMENDED AND RESTATED

MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION

ZETA NETWORK GROUP

(ADOPTED BY SPECIAL RESOLUTION PASSED ON [●]2026 AND MADE EFFECTIVE ON [●] 2026)

Grand Cayman

Cayman Islands

conyers.com

COMPANIES ACT (AS REVISED)

COMPANY LIMITED BY SHARES

NINTH AMENDED AND RESTATED

MEMORANDUM OF ASSOCIATION

ZETA NETWORK GROUP

(ADOPTED BY SPECIAL RESOLUTION PASSED ON [●]2026 AND MADE EFFECTIVE ON [●] 2026)

1	Company Name

The name of the Company is Zeta Network Group.

2	Registered Office

3	Objects

4	Powers of Company

Zeta Network Group

5	Limited Liability

The liability of each member is limited to the amount from time to time unpaid on such member’s shares.

6	Authorised Capital

The capital of the Company is US$32,000,000.00 divided into 700,000,000 Class A Ordinary shares with a nominal or par value of US$0.04 and 100,000,000 Class B Ordinary shares with a nominal or par value of US$0.04 each, provided always that the Company acting by its board of directors shall have power to purchase and/or redeem any or all of such shares and to increase or reduce the said capital of the Company and to sub-divide or consolidate the said shares or any of them subject to the provisions of the Companies Act and the articles of association and to issue all or any part of its capital whether original, purchased, redeemed, increased or reduced with or without any preference, priority or special privilege or subject to any restrictions whatsoever and so that unless the conditions of issue shall otherwise expressly provide every issue of shares whether stated to be ordinary, preference or otherwise shall be subject to the powers on the part of the Company hereinbefore provided.

7	Part VII of the Companies Act (as revised)

8	Amendment

The Company shall have power to amend this memorandum of association by Special Resolution.

Zeta Network Group

COMPANIES ACT (AS REVISED)

COMPANY LIMITED BY SHARES

NINTH AMENDED AND RESTATED

ARTICLES OF ASSOCIATION

ZETA NETWORK GROUP

(ADOPTED BY SPECIAL RESOLUTION PASSED ON [●]2026 AND MADE EFFECTIVE ON [●] 2026)

1	Preliminary

1.1	The regulations contained in Table A of the Companies Act (as revised) do not apply to the Company and<br>the following are the articles of association of the Company.
1.2	In these Articles:
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(a)	the following terms shall have the meanings set opposite if not inconsistent with the subject context:
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“Act”	means the Companies Act (As Revised) of the Cayman Islands;
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“Articles”	means these articles of association of the Company, as altered, supplemented, amended or substituted from time to time by Special Resolution;
“Auditors”	means the persons for the time being performing the duties of auditors of the Company;
“Class A Ordinary shares”	means the Class A Ordinary shares of a nominal or par value of US$0.04<br>each in the capital of the Company having the rights provided for in these Articles;
“Class B Ordinary Shares”	means the Class B Ordinary shares of a nominal or par value of US$0.04<br>each in the capital of the Company having the rights provided for in these Articles;
“Clearing House”	means a clearing house recognised by the laws of a jurisdiction in which the shares of the Company (or depositary receipts therefor) are listed or quoted on a stock exchange or interdealer quotation system in such jurisdiction;

Zeta Network Group
“Company”	means the above-named Company;
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“debenture”	includes debenture stock, mortgages, bonds and any other securities of the Company whether constituting a charge on the assets of the Company or not;
“Designated Stock Exchange”	means the Nasdaq Capital Market or such other exchange or interdealer system upon which the Company’s securities are listed or quoted;
“Directors”	means the persons for the time being occupying the position of directors of the Company, or as the case may be, the directors assembled as a board and the term a “Director” shall be construed accordingly and shall, where the context admits, include an alternate Director;
“dividend”	includes a distribution or interim dividend or interim distribution;
“Electronic Record”	has the same meaning as in the Electronic Transactions Act;
“Electronic Transactions Act”	means the Electronic Transactions Act of the Cayman Islands;
“Exchange Act”	means the United States Securities Exchange Act of 1934, as amended;
“Issue Price”	means the total consideration payable for the issue of Shares including for the avoidance of doubt both the par value and any premium payable;
“member”	has the meaning assigned to it in the Act and the term “shareholder” shall also mean a member;
“Memorandum”	means the memorandum of association of the Company in their present form, as altered, supplemented, amended or substituted from time to time by Special Resolution;

Zeta Network Group
“month”	means calendar month;
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“Ordinary Resolution”	means a resolution:
	(i)	passed by simple majority of such members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the Company on a show of hands or a poll and where a poll is taken regard shall be had in computing a majority to the number of votes to which each member is entitled; or
	(ii)	approved in writing by all of the members entitled to vote at a general meeting of the Company in one or more instruments each signed by one or more of the members and the effective date of the resolution so adopted shall be the date on which the instrument, or the last of such instruments, if more than one, is executed.
“paid-up”	has the meaning assigned to it in the Act currently meaning paid-up and/or credited as paid-up as to the nominal or par value only excluding any premium payable in respect of the issue of any shares;
“Register”	means the register of members of the Company required to be kept by the Act; and includes (except where otherwise stated or the context otherwise requires) any branch or duplicate register of members;
“registered office”	means the registered office for the time being of the Company;
“Registration Office”	means, in respect of any class of share capital, such place as the Directors may from time to time determine to keep a branch Register in respect or that class of share capital and where (except in cases where the Directors otherwise direct) the transfers or other documents of title or such class of share capital are to be lodged for registration;
“Seal”	means the common seal of the Company and includes every duplicate seal;
“SEC”	means the United States Securities Exchange Commission;
“Secretary”	includes an assistant secretary and any persons appointed to perform the duties of the secretary of the Company;
“share” or “shares”	means a share or shares of any class or series in the capital of the Company and shall, where the context so permits, includes fractions of a share in the Company;
“Special Resolution”	has the meaning assigned to it in the Act;
“Treasury Share”	means a share held in the name of the Company as a treasury share in accordance with the Act.

Zeta Network Group
(b)	words importing the singular include the plural and vice versa;
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(c)	words importing any gender include all genders;
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(d)	words importing persons include corporations as well as any other legal or natural person;
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(e)	expressions referring to writing shall, unless the contrary intention appears, be construed as including<br>references to printing, lithography, photography and other modes of representing or reproducing words in a visible form and” include<br>all modes of representing or reproducing words in visible form, including in the form of an Electronic Record;
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(f)	references to provisions of any law or regulation shall be construed as references to those provisions<br>as amended, modified, re-enacted or replaced;
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(g)	any phrase commencing with the words “including”, “include”, “in particular”<br>or any similar expression shall be deemed to be followed by the words “without limitation;
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(h)	headings are inserted for reference only and shall be ignored in construing the Articles;
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(i)	subject as aforesaid, any words or expressions defined in the Act shall, if not inconsistent with the<br>subject or context hereof, bear the same meanings as in the Articles;
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(j)	the word “may” shall be construed as permissive and the word “shall” shall be<br>construed as imperative;
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(k)	where an Ordinary Resolution is expressed to be required for any purpose, a Special Resolution is also<br>effective for that purpose; and
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(l)	where any period to lapse under the provisions of these Articles is counted by a number of days, the first<br>day of such period counted shall be the day immediately after the notice is given or deemed to be given and the period of such notice<br>shall be deemed to be complete and final at the end of the last day of such period. The relevant then permitted actions shall be effected<br>the day immediately following such last day.
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Zeta Network Group
2	Commencement of Business
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2.1	The business of the Company may be commenced as soon after incorporation as the Directors shall see fit,<br>notwithstanding that part only of its shares may have been allotted.
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2.2	The Directors may pay, out of the capital or any other monies of the Company, all expenses incurred in<br>or about the formation and establishment of the Company including the expenses of registration.
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3	Share Rights
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3.1	Subject to the provisions of the Act, the rules of the Designated Stock Exchange, the Company’s<br>Memorandum and Articles and to any special rights conferred on the holders of any shares or class of shares, and without prejudice to<br>Article 4 hereof, the share capital of the Company shall be divided into Class A Ordinary shares and Class B Ordinary shares with the<br>following rights and restrictions attaching:
3.2	Class A Ordinary Shares. The Class A Ordinary shares shall have the following rights:
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(a)	be entitled to one (1) vote per share and to receive notice of, attend at and vote as a Member at any<br>general meeting of the Company;
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(b)	be entitled to such dividends as the Directors may from time to time declare;
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(c)	in the event of a winding-up or dissolution of the Company, whether voluntary or involuntary or for the<br>purpose of a reorganisation or otherwise or upon any distribution of capital, after payment first of the nominal amount and any share<br>premium paid up on the Class A Ordinary shares and after payment second of the nominal amount and any share premium paid up on any other<br>class of shares in issue, the remaining assets of the Company shall be distributed pari passu to the holders of the Class A Ordinary shares;<br>and
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(d)	generally be entitled to enjoy all of the rights attaching to shares.
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Zeta Network Group
3.3	Class B Ordinary Shares. The Class B Ordinary shares shall have the following rights:
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(a)	be entitled to twenty (20) votes per share and to receive notice of, attend at and vote as a Member at<br>any general meeting of the Company;
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(b)	be entitled to such dividends as the Directors may from time to time declare;
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(c)	in the event of a winding-up or dissolution of the Company, whether voluntary or involuntary or for the<br>purpose of a reorganisation or otherwise or upon any distribution of capital, after payment first of the nominal amount and any share<br>premium paid up on the Class B Ordinary shares and after payment second of the nominal amount and any share premium paid up on any other<br>class of shares in issue, the remaining assets of the Company shall be distributed pari passu to the holders of the Class B Ordinary shares;<br>and
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(d)	generally be entitled to enjoy all of the rights attaching to shares.
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3.4	Conversion at the Option of the Class B Ordinary Share Holders
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3.5	Automatic Conversion of Class B Ordinary Shares

(a)

Zeta Network Group
(b)	Any conversion of Class B Ordinary shares into Class A Ordinary shares pursuant to these Articles shall<br>be effected by means of the re-designation of each relevant Class B Ordinary shares as Class A Ordinary shares.
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3.6	Save and except for voting rights and conversion rights as set out in this Article 3, the Class A Ordinary<br>shares and the Class B Ordinary shares shall rank pari passu and shall have the same rights, preferences, privileges and restrictions.
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4	Issue of Shares, Principal and Branch Registers and Offices
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4.1	Subject to the Act, the Company’s Memorandum and Articles and where applicable, the rules of the<br>Designated Stock Exchange and/or any competent regulatory authority, and to any direction that may be given by the Company in general<br>meeting and without prejudice to any special rights previously conferred on the holders of any existing shares or class of shares, the<br>shares of the Company shall be under the Directors’ general and unconditional authority to allot and/or issue (with or without rights<br>of renunciation), grant options over, offer or otherwise deal with or dispose of any unissued shares of the Company (whether forming part<br>of the original or any increased share capital), either at a premium or at par, with or without preferred, deferred or other special rights<br>or restrictions, whether in regard to dividend, voting, return of capital or otherwise and to such persons, on such terms and conditions,<br>and at such times as the Directors may decide and they may allot or otherwise dispose of them to such persons (including any Director)<br>on such terms and conditions and at such time as the Directors may determine.
4.2	The Company may issue fractions of a share and, save where the Articles otherwise provide, a fraction<br>of a share shall rank pari passu and shall have proportionately the same rights as a whole share of the same class.
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4.3	The Directors may accept non-cash consideration for the issue of Shares.
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4.4	The Company shall be prohibited from issuing shares, certificates or coupons in bearer form.
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4.5	The Directors may accept contributions to the capital of the Company otherwise than in consideration of<br>the issue of shares and the amount of any such contribution may be treated as share premium (in which case it shall be subject to the<br>provisions of the Act and these Articles applicable to share premium).
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4.6	The Company shall maintain or cause to be maintained the Register in accordance with the Act.
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4.7	The Directors may determine that the Company shall maintain one or more branch registers of members in<br>accordance with the Act provided that a duplicate of such branch registers shall be maintained with the principal register in accordance<br>with the Act. The Directors shall also determine which register of members shall constitute the principal register and which shall constitute<br>the branch register or registers, and may vary such determination from time to time.
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4.8	Subject to the provisions of the Act, the Company by resolution of the Directors may change the location<br>of its registered office.
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4.9	The Company, in addition to its registered office, may establish and maintain such other offices, places<br>of business and agencies in the Islands and elsewhere as the Directors may from time to time determine.
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5	Treasury Shares
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5.1	The Directors may, prior to the purchase, redemption or surrender of any share, determine that such share<br>shall be held as a Treasury Share.
5.2	The Directors may resolve to cancel a Treasury Share or transfer a Treasury Share on such terms as they<br>think proper (including, without limitation, for nil consideration).
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6	Redemption, Purchase and Surrender of Own Shares
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6.1	Subject to the provisions of the Act, the Memorandum of the Company and these Articles:
(a)	shares may be issued on the terms that they are, or at the option of the Company or the member are, liable<br>to be redeemed on such terms and in such manner as the Company, by resolution, or as the Directors, before the issue of the shares, may<br>determine;
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(b)	the Company may purchase shares, including any redeemable shares, issued by the Company upon the terms<br>and in such manner as the Directors or the Company, by resolution, may from time to time determine, and such authority may be general<br>in respect of any number of purchases, for a set period, or indefinite;
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(c)	the Company may make payment in respect of any redemption or purchase of its own shares in any manner<br>authorised by the Act, including out of capital;
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(d)	Subject to the provisions of these Articles, the rights attaching to any issued shares may, by Special<br>Resolution, be varied so as to provide that such shares are, or at the option of the Company or the member are, liable to be redeemed<br>on such terms and in such manner as the Company may, determine.
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6.2	The Directors may accept the surrender for no consideration of any fully paid-up share.
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6.3	The Directors may, when making a payment in respect of the redemption or purchase of shares, make such<br>payment in cash or in specie (or partly in one and partly in the other).
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6.4	Upon the date of redemption or purchase of a share, the holder shall cease to be entitled to any rights<br>in respect thereof (excepting always the right to receive (i) the price therefor and (ii) any dividend which had been declared in respect<br>thereof prior to such redemption or purchase being effected) and accordingly his name shall be removed from the Register with respect<br>thereto and the share shall be cancelled.
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7	Variation of Rights of Shares
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7.1	Subject to the Act, if at any time the share capital of the Company is divided into different classes<br>of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may, whether<br>or not the Company is being wound up, be varied with the consent in writing of the holders of at least two-thirds of the issued shares<br>of that class or with the sanction of a resolution passed at a meeting of the holders of such class of shares by the holder or holders<br>of at least two-thirds of such shares present in person or by proxy at such meeting. To the extent not inconsistent with this Article,<br>the provisions of these Articles relating to general meetings shall apply to every such meeting of the holders of one class of shares<br>except that the necessary quorum shall be one person holding or representing by proxy at least one third of the issued shares of the class<br>and that any holder of shares of the class present in person or by proxy may demand a poll.
7.2	The rights conferred upon the holders of the shares of any class issued with preferred or other rights<br>shall not, unless otherwise expressly provided by the terms of the issue of the shares of that class, be deemed to be varied by the creation<br>or issue of further shares ranking pari passu therewith.
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7.3	For the purposes of a separate class meeting, the Directors may treat two or more or all the classes of<br>Shares as forming one class of Shares if the Directors consider that such class of Shares would be affected in the same way by the proposals<br>under consideration, but in any other case shall treat them as separate classes of Shares.
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8	Commission on Sale of Shares
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9	Non-Recognition of Trusts

10	Certificates for Shares

10.1	Share certificates shall generally not be issued, unless the Directors determine to so issue either generally<br>or in specific circumstances. A certificate may be issued under Seal or executed in such other manner as the Directors may prescribe.<br>Provided that in respect of a share or shares held jointly by several persons the Company shall not be bound to issue more than one certificate<br>and delivery of a certificate for a share to one of several joint holders shall be sufficient delivery to all such holders.
10.2	Certificates representing shares shall be in such form as shall be determined by the Directors. Such certificates<br>shall be signed by such person or persons as are authorised from time to time by the Directors or by the Articles. All certificates for<br>shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby<br>are issued, with the number of shares and date of issue, shall be entered in the Register. All certificates surrendered to the Company<br>for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall<br>have been surrendered and cancelled. Notwithstanding the foregoing, if a share certificate is defaced, lost or destroyed, it may be renewed<br>on such terms (if any) as to evidence and indemnity and the payment of out of pocket expenses of the Company incurred in investigating<br>evidence as the Directors think fit.
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11	Joint Ownership of Shares
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Lien

12.1

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12.2	The Company may sell, in such manner as the Directors think fit, any shares on which the Company has a<br>lien and charge, but no sale shall be made unless a sum in respect of which the lien and charge exists is presently payable, nor until<br>the expiration of fourteen days after a notice in writing, stating and demanding payment of such part of the amount in respect of which<br>the lien and charge exists as is presently payable, has been given to the registered holder or holders for the time being of the share,<br>or the person, of which the Company has notice, entitled thereto by reason of his death or bankruptcy.
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12.3	To give effect to any such sale the Directors may authorise some person to transfer the shares sold to<br>the purchaser thereof. The purchaser shall be registered as the holder of the shares comprised in any such transfer, and he shall not<br>be bound to see to the application of the purchase money, nor shall his title to the shares be affected by any irregularity or invalidity<br>in the proceedings in reference to the sale.
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12.4	The proceeds of the sale shall be received by the Company and applied in payment of such part of the amount<br>in respect of which the lien and charge exists as is presently payable, and the residue, if any, shall (subject to a like lien and charge<br>for sums not presently payable as existed upon the shares before the sale) be paid to the person entitled to the shares prior to the sale.
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13	Calls on Shares
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13.1

13.2

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13.3	If a sum called in respect of a share is not paid before or on the day appointed for payment thereof,<br>the person from whom the sum is due shall pay interest on the sum from the day appointed for payment thereof to the time of actual payment<br>at such rate fixed by the terms of allotment or issue of the share or in the notice of the call at such rate as prescribed by the Designated<br>Stock Exchange or as the Directors may otherwise determine, but the Directors shall be at liberty to waive payment of such interest wholly<br>or in part.
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13.4	Any sum which by the terms of issue of a share becomes payable on allotment or at any fixed date (whether<br>on account of the nominal value of the share or by way of premium or otherwise) shall for the purposes of the Articles be deemed to be<br>a call duly made and payable on the date on which by the terms of issue the same becomes payable, and in case of non-payment all the relevant<br>provisions of the Articles as to payment of interest and expenses, forfeiture or otherwise shall apply as if such sum had become payable<br>by virtue of a call duly made and notified.
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13.5	The Directors may, on the issue of shares, differentiate between the holders as to the amount of calls<br>or interest to be paid and the times of payment.
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13.6	The Directors may, if they think fit, receive from any member willing to advance the same, all or any<br>part of the monies uncalled and unpaid upon any shares held by him, and upon all or any of the monies so advanced may (until the same<br>would, but for such advance, become payable) pay interest at such rate as may be agreed upon between the Directors and the member paying<br>such sum in advance.
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13.7	No such sum paid in advance of calls shall entitle the member paying such sum to any portion of a dividend<br>declared in respect of any period prior to the date upon which such sum would but for such payment become presently payable.
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14	Transfer of Shares
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14.1

14.2

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14.3	Subject to such of the restrictions of the Articles as may be applicable, any member may transfer all<br>or any of his shares by instrument in writing in any usual or common form or in a form prescribed by the Designated Stock Exchange or<br>any other form which the Directors may approve. Upon every transfer of shares the certificate which may have been issued and held by the<br>transferor shall be given up to be cancelled and shall forthwith be cancelled accordingly and a new certificate may be issued without<br>charge to the transferee in respect of the shares transferred to him, and if any of the shares included in the certificate so given up<br>shall be retained by the transferor a new certificate in respect thereof shall be issued to him without charge. The Company shall also<br>retain the transfer.
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14.4	The Directors may, in their absolute discretion and without assigning any reason therefor, refuse to register<br>any transfer of any share, whether or not it is a fully paid up share as to Issue Price.
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Without limitation, the Directors may decline to recognise any instrument of transfer if:

(a)	the instrument of transfer is not accompanied by the certificate covering shares to which it relates (if<br>any), and/or such other evidence as the Directors may require to prove the title of the transferor to, or his right to transfer, the shares;<br>or
(b)	the instrument of transfer is in respect of more than one class of share.
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14.5	If the Directors refuse to register a transfer they shall within two months after the date on which the<br>transfer was lodged with the Company send to the transferee notice of the refusal.
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14.6	The registration of transfers may be suspended at such times and for such periods as the Directors may<br>from time to time determine, provided always that such registration shall not be suspended for more than thirty days in any year.
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14.7	Notwithstanding the provisions of Article 14, any share may be transferred in accordance with the rules<br>and regulations of the Designated Stock Exchange.
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15	Transmission of Shares
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15.1	In case of the death of a member, the survivor or survivors where the deceased was a joint holder, and<br>the legal personal representatives of the deceased where he was a sole holder, shall be the only persons recognised by the Company as<br>having any title to his interest in the shares but nothing herein contained shall release the estate of a deceased holder from any liability<br>in respect of any share which had been held by him solely or jointly with other persons.
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15.2	Any person becoming entitled to a share in consequence of the death or bankruptcy of a member may, upon<br>such evidence being produced as may from time to time be properly required by the Directors to show his title to the share, elect either<br>to be registered himself as holder of the share or to make such transfer of the share to such other person nominated by him as the aforesaid<br>member could have made and to have such person registered as the transferee thereof, but the Directors shall, in either case, have the<br>same right to decline or suspend registration as they would have had in the case of a transfer of the share by that member before his<br>death or bankruptcy, as the case may be.
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15.3	A person becoming entitled to a share by reason of the death or bankruptcy of a member shall be entitled<br>to the same dividends and other advantages to which he would be entitled if he were the registered holder of the share, except that he<br>shall not, before being registered as a member in respect of the share, be entitled in respect of it to exercise any right conferred by<br>membership in relation to meetings of the Company; provided always that the Directors may at any time give notice requiring any such person<br>to elect either to be registered himself or to transfer the share, and if the notice is not complied with within fourteen days the Directors<br>may thereafter withhold payment of all dividends, bonuses or other monies payable in respect of the share until the requirements of the<br>notice have been complied with.
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16	Forfeiture of Shares
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16.1	If a member fails to pay any call or instalment of a call for any part of the Issue Price on the day appointed<br>for payment thereof, the Directors may, at any time thereafter during such time as any part of the call or instalment remains unpaid,<br>serve a notice on him requiring payment of so much of the call or instalments together with any interest which may have accrued and all<br>expenses that may have been incurred by the Company by reason of such non-payment.
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16.2	The aforesaid notice shall name a further day (not earlier than the expiration of fourteen days from the<br>date of service of the notice) on or before which the payment required by the notice is to be made, and shall state that in the event<br>of non-payment at or before the time appointed the shares in respect of which the call was made will be liable to be forfeited.
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16.3	If the requirements of any such notice as aforesaid are not complied with, any share in respect of which<br>the notice has been given may at any time thereafter, before the payment required by the notice has been made, be forfeited, by a resolution<br>of the Directors to that effect. Such forfeiture shall include all dividends declared or other monies due in respect of the forfeited<br>shares and not actually paid before forfeiture.
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16.4	A forfeited share may be sold or otherwise disposed of on such terms and in such manner as the Directors<br>think fit, and at any time before a sale or disposition the forfeiture may be cancelled on such terms as the Directors think fit.
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16.5	A person whose shares have been forfeited shall cease to be a member in respect of the forfeited shares<br>but shall, notwithstanding, remain liable to pay to the Company all monies (including any unpaid component of the Issue Price and interest<br>which shall continue to accrue) which, at the date of forfeiture, were payable by him to the Company in respect of the shares, but his<br>liability shall cease if and when the Company shall have received payment in full of all such monies in respect of the shares. The Directors<br>may waive payment wholly or in part or enforce payment without any allowance for the value of the shares at the time of forfeiture or<br>for any consideration received on their disposal. When any share shall have been forfeited, notice of the Directors’ resolution<br>to that effect shall be given to the member in whose name it stood immediately prior to the forfeiture, and an entry of the forfeiture,<br>with the date thereof, shall forthwith be made in the Register. Where for the purposes of its disposal a forfeited share is to be transferred<br>to any person the Directors may authorize any person to execute an instrument of transfer of the share to that person.
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16.6	A declaration in writing that the declarant is a Director or Secretary of the Company, and that a share<br>in the Company has been duly forfeited on a date stated in the declaration, shall be conclusive evidence of the facts therein stated as<br>against all persons claiming to be entitled to the share. The Company may receive the consideration, if any, given for the share on any<br>sale or disposition thereof and may execute a transfer of the share in favour of the person to whom the share is sold or disposed of and<br>he shall thereupon be registered as the holder of the share, and shall not be bound to see to the application of the purchase money, if<br>any, nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture,<br>sale or disposal of the share.
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17	Amendment of Memorandum of Association and Alteration of Capital
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17.1	Subject to and insofar as permitted by provisions of the Act, the Company may from time to time by Ordinary<br>Resolution (or where an Ordinary Resolution is disallowed by the Act and a Special Resolution is required, by Special Resolution) alter<br>or amend its Memorandum otherwise than with respect to its name and objects and may hereby, without restricting the generality of the<br>foregoing:
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(a)	increase the share capital by such sum to be divided into shares of such amount or without nominal or<br>par value as the resolution shall prescribe and with such rights priorities and privileges annexed thereto as may be determined;
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(b)	consolidate and divide all or any of its share capital into shares of larger amount than its existing<br>shares;
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(c)	convert all or any of its paid-up shares into stock, and reconvert that stock into paid-up shares of any<br>denomination;
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(d)	by subdivision of its existing shares or any of them divide the whole or any part of its share capital<br>into shares of smaller amount than is fixed by the Memorandum of the Company or into shares without nominal or par value;
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(e)	cancel any shares which at the date of the passing of the resolution have not been taken or agreed to<br>be taken by any person and diminish the amount of its share capital by the amount of any shares so cancelled; and
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(f)	reduce its share capital and any capital redemption reserve fund subject to any consent, order, Court<br>approval or other matter required by law.
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17.2	All new shares created hereunder shall be subject to the same provisions with reference to the payment<br>of calls, liens, transfer, transmission, forfeiture and otherwise as the shares in the original share capital.
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17.3	Subject to the provisions of the Act, the Company may by Special Resolution change its name or alter its<br>objects.
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18	General Meetings
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18.1	The Directors may, whenever they think fit, convene an extraordinary general meeting. If at any time there<br>are not sufficient Directors capable of acting to form a quorum, any Director or any one or more members holding one-fifth of such paid-up<br>capital as at the date of the requisition carries the right of voting at general meetings may convene an extraordinary general meeting<br>in the same manner as nearly as possible as that in which meetings may be convened by the Directors.
18.2	The Directors shall, upon the requisition in writing of one or more members holding in the aggregate not<br>less than one-fourth of such paid-up capital (as to Issue Price) of the Company as at the date of the requisition carries the right of<br>voting at general meetings, convene an extraordinary general meeting. Any such requisition shall express the object of the meeting proposed<br>to be called, and shall be left at or posted to the registered office and may consist of several documents in like form each signed by<br>one or more requisitionists.
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18.3	If the Directors do not proceed to convene a general meeting within twenty-one days from the date of such<br>requisition being left as aforesaid, the requisitionist(s) or any one or more of them or any other member or members holding in the aggregate<br>not less than one-tenth of such paid-up capital (as to Issue Price) of the Company as at the date of the requisition carries the right<br>of voting at general meetings, may convene an extraordinary general meeting to be held at the registered office or at some convenient<br>place at such time, subject to the Articles as to notice, as the person(s) convening the meeting fix. The requisitionists shall be reimbursed<br>by the Company for all reasonable expenses incurred by them as a result of the failure by the Directors to convene the general meeting.
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18.4	Subject to the provisions of the Act relating to Special Resolutions, seven days’ notice at the<br>least specifying the place, the day and the hour of meeting and, in case of special business, the general nature of that business shall<br>be given in manner hereinafter provided, or in such other manner (if any) as may be prescribed by the Company in general meeting, to such<br>persons as are, under the Articles, entitled to receive such notices from the Company; but with the consent of members entitled to receive<br>notice of some particular meeting or their proxies holding at least in the aggregate not less than forty percent (40%) of the paid-up<br>share capital of the Company (as to Issue Price) giving the right to attend and vote at general meetings of the Company, that meeting<br>may be convened by such shorter notice and in such manner as those members or their proxies may think fit.
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18.5	The accidental omission to give notice of a meeting to, or the non-receipt of a notice of a meeting by,<br>any member entitled to receive notice shall not invalidate the proceedings at any meeting.
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18.6	All business that is transacted at an extraordinary general meeting and all that is transacted at any<br>annual general meeting, with the exception of the sanctioning of a dividend and the consideration of the accounts, balance sheet, the<br>annual report of the Directors and the Auditors’ report shall be deemed to be special.
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18.7	When all members entitled to be present and vote sign either personally or by proxy the minutes of a general<br>meeting, the same shall be deemed to have been duly held notwithstanding that the members have not actually come together or that there<br>may have been technical defects in the proceedings and a resolution in writing (in one or more counterparts) signed by all members personally,<br>or in the case of a company or other entity which is a member, by any person authorised to sign on its behalf, shall be as valid and effectual<br>as if it had been passed at a meeting of the members duly called and constituted.
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19	Proceedings at General Meetings
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19.1	No business shall be transacted at any general meeting unless a quorum of members is present at the time<br>when the meeting proceeds to business; two (2) members present in person or by proxy shall be a quorum provided always that if the Company<br>has one member of record the quorum shall be that one (1) member present in person or by proxy.

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19.2	If, within half an hour from the time appointed for the meeting a quorum is not present, the meeting,<br>if convened upon the requisition of member(s), shall be dissolved; in any other case it shall stand adjourned to the same day in the next<br>week, at the same time and place or to such other day and at such other time and place as the Directors may determine and if at the adjourned<br>meeting a quorum is not present within half an hour from the time appointed for the meeting the members present shall be a quorum.
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19.3	The chairman, if any, of the board of Directors shall preside as Chairman at every general meeting of<br>the Company, or if there is no such chairman, or if he shall not be present within fifteen minutes after the time appointed for the holding<br>of the meeting or is unwilling to act, the Directors present shall elect one of their number to be chairman of the meeting.
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19.4	If at any meeting no Director is willing to act as chairman or if no Director is present within fifteen<br>minutes after the time appointed for holding the meeting, the members present shall choose one of their number to be chairman of the meeting.
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19.5	The chairman may, with the consent of any meeting at which a quorum is present (and shall if so directed<br>by the meeting), adjourn the meeting from time to time and from place to place but no business shall be transacted at any adjourned meeting<br>other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for thirty days<br>or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid, it shall not be necessary<br>to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.
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19.6	At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands<br>unless a poll is (before or on the declaration of the result of the show of hands) demanded
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(a)	by the chairman; or
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(b)	by any member or members present in person or by proxy and representing not less than one tenth of the<br>total voting rights of all the members having the right to vote at the meeting; or
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(c)	by a member or members holding shares conferring a right to vote at the meeting being shares on which<br>an aggregate sum has been paid-up (as to Issue Price) equal to not less than one tenth of the total sum paid up (as to Issue Price) on<br>all the shares conferring that right.
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19.7	Unless a poll be so demanded a declaration by the chairman that a resolution has on a show of hands been<br>carried, or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the book containing the minutes<br>of the proceedings of the Company shall be conclusive evidence of the fact without proof of the number or portion of the votes recorded<br>in favour of or against such resolution. A demand for a poll may be withdrawn.
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19.8	In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting<br>at which the show of hands takes place or at which the poll is demanded, shall be entitled to a casting vote.
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19.9	A poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith.<br>A poll demanded on any other question shall be taken at such time and in such manner as the chairman of the meeting directs and the result<br>of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. Any business other than that upon which<br>a poll has been demanded may be proceeded with pending the taking of the poll.
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19.10	If for so long as the Company has only one member:
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(a)	in relation to a general meeting, the sole member or a proxy for that member or (if the member is a corporation)<br>a duly authorized representative of that member is a quorum; and
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(b)	the sole member may agree that any general meeting be called by shorter notice than that provided for<br>by the Articles; and
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(c)	all other provisions of the Articles apply with any necessary modification (unless the provision expressly<br>provides otherwise).
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20	Votes of Members
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20.1

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20.2	In the case of joint holders the vote of the senior who tenders a vote, whether in person or by proxy,<br>shall be accepted to the exclusion of the votes of the other joint holders; and for this purpose seniority shall be determined by the<br>order in which the names stand in the Register.
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20.3	A member of unsound mind, or in respect of whom an order has been made by any court having jurisdiction<br>in lunacy, may vote, whether on a show of hands or on a poll, by his committee, receiver, curator bonis, or other person in the nature<br>of a committee, receiver or curator bonis appointed by that court, and any such committee, receiver, curator bonis or other person may,<br>on a poll, vote by proxy.
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20.4	No person shall be entitled to vote at any general meeting unless he is registered as a member in the<br>Register on the date of such meeting and unless all calls or other sums presently payable by him in respect of shares of the Company have<br>been paid.
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20.5	No objection shall be raised to the qualifications of any voter except at the meeting or adjourned meeting<br>at which the vote objected to is given or tendered and every vote not disallowed at such meeting shall be valid for all purposes. Any<br>such objection made in due time shall be referred to the chairman of the meeting, whose decision shall be final and conclusive.
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20.6	On a poll or on a show of hands votes may be given either personally or by proxy. On a poll, a member<br>entitled to more than one vote need not, if he votes, use all his votes or cast all votes he uses the same way.
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21	Proxies
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21.1	The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney<br>duly authorised in writing or, if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorised.<br>A proxy need not be a member of the Company. Deposit or delivery of a form of appointment of a proxy does not preclude a member from attending<br>and voting at the meeting or at any adjournment of it.
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21.2	The instrument appointing a proxy shall be deposited at the registered office or the Registration Office<br>or at such other place as is specified for that purpose in the notice convening the meeting no later than the time for holding the meeting,<br>or adjourned meeting, provided that the chairman of the meeting may at his discretion direct that an instrument of proxy shall be deemed<br>to have been duly deposited upon receipt of confirmation from the appointor that the instrument of proxy duly signed is in the course<br>of transmission to the Company. The Directors may require the production of any evidence which they consider necessary to determine the<br>validity of any appointment pursuant to this Article.
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21.3	The instrument appointing a proxy may be in any form acceptable to the Directors and may be expressed<br>to be for a particular meeting and/or any adjournment thereof or generally until revoked.
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21.4	The instrument appointing a proxy shall be deemed to confer authority to demand and to join in demanding<br>a poll.
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21.5	A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the<br>previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed or the transfer<br>of the share in respect of which the proxy is given, provided that no intimation in writing of such death, insanity, revocation or transfer<br>as aforesaid shall have been received by the Company at the registered office before the commencement of the meeting or adjourned meeting<br>at which the proxy is used.
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22	Corporations Acting by Representatives at Meetings and Clearing House
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22.1	Any corporation which is a member may by resolution of its directors or other governing body authorise<br>such person as it thinks fit to act as its representative at any meeting of the Company or of any class of members and the person so authorised<br>shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it<br>were an individual member.
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22.2	If a Clearing House (or its nominee(s)) or a central depository entity, being a corporation, is a member,<br>it may authorise such persons, as it thinks fit as its representatives at any meeting of the Company or at any meeting of any class of<br>member provided that the authorisation shall specify the number and class of shares in respect of which each such representative is so<br>authorised. Each person so authorised under the provisions of this Article shall be deemed to have been duly authorised without further<br>evidence of the facts and be entitled to exercise the same rights and powers on behalf of the Clearing House or central depository entity<br>(or its nominee(s)) as if such person was the registered holder of the shares of the Company held by the Clearing House or central depository<br>entity (or its nominee(s)) including the right to vote.
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23	Directors
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23.1	There shall be a board of Directors consisting of at least one person. There is no age limit for Directors.

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23.2	The first Directors shall be determined in writing by the subscriber to the Memorandum of the Company.
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23.3	The remuneration to be paid to the Directors shall be such remuneration as the Directors shall determine.<br>Such remuneration shall be deemed to accrue from day to day. The Directors may also be paid travelling, hotel and other expenses properly<br>incurred by them in attending and returning from meetings of the Directors or any committee of the Directors or general meetings of the<br>Company or in connection with the business of the Company or the discharge of their duties as a Director, or receive a fixed allowance<br>in respect thereof as may be determined by the Directors from time to time or a combination of partly of one such method and partly the<br>other. The Directors may provide benefits, whether by the payment of gratuities or pensions or by insurance or otherwise, for any existing<br>Director or any Director who has held but no longer holds any executive office or employment with the Company or with any body corporate<br>which is or has been a subsidiary of the Company or a predecessor in business of the Company or of any such subsidiary, and for any member<br>of his family (including a spouse and a former spouse) or any person who is or was dependent on him, and may (as well before as after<br>he ceases to hold such office or employment) contribute to any fund and pay premiums for the purchase or provision of any such benefit.
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23.4	The shareholding qualification for Directors may be fixed by the Company in general meeting, and unless<br>and until so fixed no qualification shall be required.
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23.5	A Director or alternate Director may be or become a Director or other officer of, or otherwise interested<br>in, any company promoted by the Company or in which the Company may be interested as shareholder or otherwise, and no such Director shall<br>be accountable to the Company for any remuneration or other benefits received by him as a Director or officer of, or from his interest<br>in, such other company unless the Company otherwise directs in general meeting.
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23.6	The Directors may by resolution award special remuneration to any Director undertaking any special work<br>or services which in the opinion of the Directors are beyond his ordinary routine work as a Director. Any fees paid to a Director who<br>is also counsel or attorney-at-law to the Company, or otherwise serves it in a professional capacity, shall be in addition to his remuneration<br>as a Director.
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23.7	A Director or alternate Director may act by himself or his firm in a professional capacity for the Company,<br>and he or his firm shall be entitled to remuneration for professional services as if he were not a Director or alternate Director; provided<br>that nothing herein obtained shall authorise a Director or alternate Director or his firm to act as Auditor of the Company.
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24	Alternate Directors and Proxy Directors
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24.1	A Director may by writing appoint any person to be an alternate Director in his place. Any appointment<br>or removal of an alternate Director shall be by notice to the Company signed by the Director making or revoking the appointment or in<br>any other manner approved by the Directors. The person so appointed shall be entitled to attend, speak and vote at meetings of the Directors,<br>and at all meetings of committees of Directors that his appointor is a member of, when the Director appointing him is not personally present<br>and to sign any written resolution of the Directors and shall automatically vacate his office on the expiration of the term for or the<br>happening of the event until which he is by the terms of his appointment to hold office or if the appointor in writing revokes the appointment<br>or himself ceases for any reason to hold office as a Director. An appointment of an alternate Director under this Article shall not prejudice<br>the right of the appointor to attend and vote at meetings of the Directors and the powers of the alternate Director shall automatically<br>be suspended during such time as the Director appointing him is himself present in person at a meeting of the Directors. An alternate<br>Director shall be deemed to be appointed by the Company and not deemed to be the agent of the Director appointing him and shall alone<br>be responsible for his own acts and defaults.
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24.2	A Director may be represented at any meetings of the Directors by a proxy appointed by him in which event<br>the presence or vote of the proxy shall for all purposes be deemed to be that of the Director.
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24.3	The provisions of these Articles applicable to alternate Directors shall mutatis mutandis apply to the<br>appointment of proxies by Directors, save that any person appointed as a proxy pursuant to paragraph 24.2 above shall be the agent of<br>the Director, and not an officer of the Company.
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25	Powers and Duties of Directors
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25.1	The business of the Company shall be managed by the Directors (or a sole Director if only one is appointed)<br>who may exercise all the powers of the Company save where inconsistent with the Act or these Articles PROVIDED HOWEVER that no regulations<br>made by the Company in general meeting shall invalidate any prior act of the Directors which would have been valid if that regulation<br>had not been made. The powers given by this Article shall not be limited by any special power given to the Directors by the Articles and<br>a meeting of Directors at which a quorum is present may exercise all powers exercisable by the Directors.
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25.2	Without limitation, the Directors may exercise all the powers of the Company to borrow or raise monies,<br>and to mortgage or charge its undertaking, property and uncalled capital, or any part thereof, and to issue debentures, debenture stock,<br>and other securities whether outright or as security for any debt liability or obligation of the Company or of any third party.
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25.3	All cheques, promissory notes, drafts, bills of exchange or other negotiable instruments, and all receipts<br>for monies paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as<br>the Directors shall from time to time determine by resolution.
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25.4	The Directors shall cause minutes to be made in books provided for the purpose:
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(a)	of all appointments of officers made by the Directors;
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(b)	of the names of the Directors or their alternates present at each meeting of the Directors and of any<br>committee of the Directors;
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(c)	of all resolutions and proceedings at all meetings of the Company, and of the Directors, and of committees<br>of Directors.
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25.5	The Directors on behalf of the Company may pay a gratuity or pension or allowance on retirement to any<br>Director who has held any other salaried office or place of profit with the Company or to his widow or dependents and make contributions<br>to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance.
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26	Director or Officer Contracting with Company
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26.1

26.2

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26.3	A Director may hold any other office or place of profit under the Company (other than the office of Auditor)<br>in conjunction with his office of Director for such period and on such terms (as to remuneration and otherwise) as the Directors may determine.
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26.4	A Director may act by himself or by, through or on behalf of his firm in a professional capacity for the<br>Company and he or his firm shall be entitled to remuneration for professional services as if he were not a Director.
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27	Appointment and Removal of Directors
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27.1	The Directors shall have power at any time and from time to time to appoint any person to be a Director,<br>either to fill a casual vacancy or as an addition to the existing Directors but so that the total number of Directors (exclusive of alternate<br>Directors) shall not at any time exceed the number fixed in accordance with these Articles.
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27.2	The holder or holders of more than half of the paid-up share capital of the Company (as to Issue Price)<br>giving the right to attend and vote at general meetings of the Company may appoint any person to be a Director and may in like manner<br>remove any Director and may in like manner appoint another person in his stead.
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27.3	The Company may from time to time, by Ordinary Resolution, set, increase or reduce the maximum number<br>of Directors who may constitute the board of Directors.
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27.4	The office of Director shall be vacated if the Director:
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(a)	is prohibited by law from serving as Director;
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(b)	becomes bankrupt or makes any arrangement or composition with his creditors; or
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(c)	dies or is found to be or becomes of unsound mind; or
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(d)	resigns his office by notice in writing to the Company or otherwise pursuant to any agreement between<br>the Company and such Director; or
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(e)	is removed from office by notice of the holder or holders of more than half of the paid-up share capital<br>of the Company (as to Issue Price) giving the right to attend and vote at general meetings of the Company notwithstanding anything in<br>the Articles or any agreement between the Company and such Director;
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(f)	is requested by all the other Directors (numbering at least two) to resign; or
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(g)	if he absents himself (without being represented by proxy or an alternate Director appointed by him) from<br>three consecutive meetings of the board of Directors without special leave of absence from the Directors, and they pass a resolution that<br>he has by reason of such absence vacated office.
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28	Proceedings of Directors
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28.1	The Directors may meet together for the dispatch of business, adjourn and otherwise regulate their meetings<br>as they think fit. Questions arising at any meeting shall be decided by a majority of votes. In case of an equality of votes, the chairman<br>shall have a second or casting vote. A Director may, and the Secretary on the requisition of a Director shall, at any time summon a meeting<br>of the Directors. Every Director shall receive notice of a board meeting. Notice of a board meeting is deemed to be duly given to a Director<br>if it is given to him personally or by word of mouth or by electronic communication to an address given by him to the Company for that<br>purpose or sent in writing to him at his last known address or other address given by him to the Company for that purpose. A Director<br>or his alternate may waive the requirement that notice be given to the Director of a meeting of the board of Directors or committee of<br>the Directors, either prospectively or retrospectively.
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28.2	The quorum necessary for the transaction of the business of the Directors may be fixed by the Directors<br>and unless so fixed shall be two, a Director and his appointed alternate Director being considered only one person for this purpose, PROVIDED<br>ALWAYS that if there shall at any time be only a sole Director the quorum shall be one. One person may represent more than one Director<br>by alternate and for the purposes of determining whether or not a quorum is present and voting each appointment of an alternate shall<br>be counted.
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28.3	The continuing Directors or sole continuing Director may act notwithstanding any vacancy in their body<br>but, if and so long as their number is reduced below the number fixed by or pursuant to the Articles as the necessary quorum of Directors,<br>the continuing Directors or Director may act for the purpose of increasing the number of Directors to that number, or of summoning a general<br>meeting of the Company, but for no other purpose.
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28.4	The Directors may elect a chairman of their meetings and determine the period for which he is to hold<br>office; but if no such chairman is elected, or if at any meeting the chairman is not present within five minutes after the time appointed<br>for holding the same, the Directors present may choose one of their number to be chairman of the meeting.
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28.5	A committee may elect a chairman of its meetings; if no such chairman is elected, or if at any meeting<br>the chairman is not present the members present may choose one of their number to be chairman of the Meeting.
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28.6	A committee may meet and adjourn as it thinks proper. Questions arising at any meeting shall be determined<br>by a majority of votes of the members present, and in the case of an equality of votes the chairman shall have a second or casting vote.
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28.7	All acts done by any meeting of the Directors or of a committee of the Directors (including any person<br>acting as an alternate Director) shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment<br>of any Director or alternate Director, and/or that they or any of them were disqualified, and/or had vacated their office and/or were<br>not entitled to vote, be as valid as if every such person had been duly appointed and/or not disqualified to be a Director or alternate<br>Director and/or had not vacated their office and/or had been entitled to vote, as the case may be.
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28.8	A resolution in writing (in one or more counterparts), signed by all the Directors for the time being<br>or all the members of a committee of Directors (a person being an alternate Director for one or more Directors being entitled to sign<br>such resolution on behalf of each appointor) shall be as valid and effectual as if it had been passed at a meeting of the Directors or<br>committee as the case may be duly convened and held.
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28.9	Any Director or Directors or any committee thereof may participate in any meeting of the board of Directors<br>or of such committee by means of conference telephone or similar communications equipment by means of which all persons participating<br>in the meeting can hear each other and participation in a meeting pursuant to this provision shall constitute presence in person at such<br>meeting. All business transacted in this way by the Directors or a committee of Directors is for the purpose of the Articles deemed to<br>be validly and effectively transacted at a meeting of the Directors or of a committee of Directors although fewer than two Directors or<br>alternate Directors are physically present at the same place.
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28.10	If and for so long as there is a sole Director of the Company:
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(a)	he may exercise all powers conferred on the Directors by the Articles by any means permitted by the Articles<br>or the Act;
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(b)	the quorum for the transaction of business is one; and
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(c)	all other provisions of the Articles apply with any necessary modification (unless the provision expressly<br>provides otherwise).
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29	Managing Director
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29.1	The Directors may from time to time appoint one or more of their body to the office of managing director<br>for such period and on such terms as they think fit and, subject to the terms of any agreement entered into in any particular case, may<br>revoke such appointment. A Director so appointed shall be subject to the same provisions as regards removal and disqualification as the<br>other Directors and his appointment shall be automatically determined if he ceases for any cause to be a Director.
29.2	A managing director shall receive such remuneration (whether by way of salary, commission or participation<br>in profits, or partly in one way and partly in another) as the Directors may determine.
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29.3	The Directors may entrust to and confer upon a managing director any powers, authorities and discretions<br>exercisable by them upon such terms and conditions and with such restrictions as they may think fit, and either collaterally with or to<br>the exclusion of their own powers and may from time to time revoke, alter, withdraw or vary all or any of such powers.
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30	Presumption of Assent
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31	Management
31.1	The Directors may from time to time provide for the management of the affairs of the Company in such manner<br>as they think fit and the provisions contained in the three next following Articles shall be without prejudice to the general powers conferred<br>by this Article.
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31.2	The Directors from time to time and at any time may establish any committees, boards or agencies, may<br>appoint any persons to be members of such committees or boards, may appoint any managers or agents, and may fix their remuneration. Any<br>committee so formed shall in the exercise of powers so delegated conform to any regulations that may be imposed on it by the Directors.
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31.3	The Directors from time to time and at any time may delegate to any such committee, board, manager or<br>agent any of the powers, authorities and discretions for the time being vested in the Directors and may authorise the members for the<br>time being of any such board, or any of them, to fill up any vacancy therein, and to act notwithstanding vacancies, and any such appointment<br>or delegation may be made on such terms and subject to such conditions as the Directors may think fit, and the Directors may at any time<br>remove any person so appointed, and may annul or vary any such delegation, but no person dealing in good faith and without notice of any<br>such annulment or variation shall be affected thereby. Where a provision of the Articles refers to the exercise of a power, authority<br>or discretion by the Directors and that power, authority or discretion has been delegated by the Directors to a committee, the provision<br>shall be construed as permitting the exercise of the power, authority or discretion by the committee.
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31.4	The Directors may from time to time and at any time by power of attorney appoint any company, firm or<br>person or body of persons, whether nominated directly or indirectly by the Directors, to be the attorney or attorneys of the Company for<br>such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under the<br>Articles) and for such period and subject to such conditions as they may think fit, and any such powers of attorney may contain such provisions<br>for the protection and convenience of persons dealing with any such attorney as the Directors may think fit and may also authorise any<br>such attorney to delegate all or any of the powers, authorities and discretions vested in him.
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31.5	Any such delegates as aforesaid may be authorised by the Directors to sub-delegate all or any of the powers,<br>authorities and discretions for the time being vested in them.
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32	Officers
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32.1	Officers of the Company may be elected by the Company in general meeting or appointed by the Directors<br>and may consist of a president, one or more vice presidents, a Secretary, one or more assistant secretaries, a treasurer, one or more<br>assistant treasurers and such other officers as the Company in general meeting or the Directors may from time to time think necessary<br>and all such officers shall perform such duties as may be prescribed by the Company in general meeting or the Directors. They shall hold<br>office until their successors are elected or appointed but any officer may be removed at any time by the Company in general meeting or<br>by the Directors. If any office becomes vacant the Company in general meeting or the Directors may fill the same. Any person may hold<br>more than one of these offices and no officer need be a member or Director.
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33	The Seal
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33.1

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33.2	The Company may exercise the powers conferred by the Act with regard to having a duplicate seal for use<br>abroad and such powers shall be vested in the Directors.
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34	Dividends and Reserve
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34.1	Subject to the Act and these Articles, the Directors may from time to time declare dividends (including<br>interim dividends) and distributions on issued shares of the Company and authorise payment of the same out of funds of the Company lawfully<br>available therefor.
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34.2	No dividend or distribution shall be paid except out of the profits of the Company, realised or unrealised,<br>or out of the share premium account or as otherwise permitted by the Act.
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34.3	The Directors may, before declaring any dividends or distributions, set aside such sums as they think<br>proper as a reserve or reserves which shall at the discretion of the Directors be applicable for any purpose of the Company and pending<br>such application may, at the like discretion, be employed in the business of the Company.
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34.4	Subject to the rights of persons, if any, entitled to shares with special rights as to dividends or distributions,<br>if dividends or distributions are to be declared on a class of shares they shall be declared and paid according to the amounts paid or<br>credited as paid on the shares of such class issued on the record date for such dividend or distribution but no amount paid or credited<br>as paid on a share in advance of calls shall be treated for the purposes of this Article as paid on the share. If at any time the share<br>capital is divided into different classes of shares the Directors may pay dividends on shares which confer deferred or non-preferred rights<br>with regard to dividends as well as on shares which confer preferential rights with regard to dividends, but no dividend shall be paid<br>on shares carrying deferred or non-preferred rights if, at the time of payment, any preferential dividend is in arrears. The Directors<br>may also pay at intervals settled by them any dividend payable at a fixed rate if it appears that there are sufficient funds of the Company<br>lawfully available for distribution to justify the payment. Provided the Directors act in good faith they shall not incur any liability<br>to the holders of shares conferring preferred rights for any loss they may suffer by the lawful payment of a dividend on any shares having<br>deferred or non-preferred rights.
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34.5	The Directors may deduct from any dividend or distribution payable to any member all sums of money (if<br>any) presently payable by him to the Company on account of calls or otherwise.
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34.6	The Directors may declare that any dividend or distribution be paid wholly or partly by the distribution<br>of specific assets and in particular of paid-up shares (as to issue price), debentures or debenture stock of any other company or in any<br>one or more of such ways and where any difficulty arises in regard to such distribution, the Directors may settle the same as they think<br>expedient and in particular may issue fractional certificates and fix the value for distribution of such specific assets or any part thereof<br>and may determine that cash payments shall be made to any members upon the footing of the value so fixed in order to adjust the rights<br>of all members and may vest any such specific assets in trustees as may seem expedient to the Directors.
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34.7	Any dividend, distribution, interest or other monies payable in cash in respect of shares may be paid<br>by cheque or warrant sent through the post directed to the registered address of the holder, or, in the case of joint holders, to the<br>holder who is first named on the Register or to such person and to such address as such holder or joint holders may in writing direct.<br>Every such cheque or warrant shall be made payable to the order of the person to whom it is sent. Any one of two or more joint holders<br>may give effectual receipts for any dividends, distributions, bonuses or other monies payable in respect of the shares held by them as<br>joint holders.
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34.8	No dividend or distribution shall bear interest against the Company, save as otherwise provided.
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34.9	Except as otherwise provided by the rights attached to any shares, dividends and other distributions may<br>be paid in any currency. The Directors may determine the basis of conversion for any currency conversions that may be required and how<br>any costs involved are to be met.
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34.10	The Directors may, before resolving to pay any dividend or other distribution, set aside such sums as<br>they think proper as a reserve or reserves which shall, at the discretion of the Directors, be applicable for any purpose of the Company<br>and pending such application may, at the discretion of the Directors, be employed in the business of the Company.
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34.11	Any dividend or distribution which cannot be paid to a member and/or which remains unclaimed after six<br>months from the date on which such dividend or distribution becomes payable may, in the discretion of the Directors, be paid into a separate<br>account in the Company’s name, provided that the Company shall not be constituted as a trustee in respect of that account and the<br>dividend or distribution shall remain as a debt due to the Member. Any dividend or distribution which remains unclaimed after a period<br>of six years from the date on which such dividend or distribution becomes payable shall be forfeited and shall revert to the Company.
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35	Accounts
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35.1	The Directors shall cause proper books of account to be kept with respect to:
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(a)	all sums of money received and expended by the Company and the matters in respect of which the receipt<br>and expenditure takes place;
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(b)	all sales and purchases of goods by the Company; and
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(c)	the assets and liabilities of the Company.
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35.2	Proper books shall not be deemed to be kept if there are not kept such books of account as are necessary<br>to give a true and fair view of the state of the Company’s affairs and to explain its transactions.
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35.3	The books of account shall be kept at such place or places as the Directors think fit, and shall always<br>be open to the inspection of the Directors. The books of accounts shall be retained for five (5) years from the date of their preparation,<br>or such other period as specified by the Act.
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35.4	The Directors shall from time to time determine whether and to what extent and at what times and places<br>and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of members<br>not being Directors and no member (not being a Director) shall have any right of inspecting any account or book or document of the Company<br>except as conferred by Act or authorised by the Directors or by the Company in general meeting.
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35.5	The Directors shall from time to time cause to be prepared and to be laid before the Company in general<br>meeting profit and loss accounts, balance sheets, group accounts (if any) and such other reports and accounts as may be required by Act.
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36	Audit
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36.1	The Directors may appoint an Auditor or Auditors on such terms as the Directors determine who shall hold<br>office until otherwise resolved.
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36.2	Every Auditor shall have the right of access at all times to the books and accounts and vouchers of the<br>Company and shall be entitled to require from the Directors and officers of the Company such information and explanation as may be necessary<br>for the performance of the duties of the auditors.
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36.3	Auditors shall at any time during their term of office, upon request of the Directors or any general meeting<br>of the members, make a report on the accounts of the Company in general meeting during their tenure of office.
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37	Fiscal Year
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The fiscal year of the Company shall end on the 30th day of June in each year unless the Directors prescribe some other period therefor.

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38	Capitalisation of Profit and Share Premium
38.1	The Directors or the Company in general meeting, by Ordinary Resolution upon the recommendation of the<br>Directors, may resolve that it is desirable to capitalise any part of the amount for the time being standing to the credit of any of the<br>Company’s reserve accounts (including, without limitation, the share premium account and capital redemption reserve fund) or to<br>the credit of the profit and loss account or otherwise available for distribution, and accordingly that such sum be set free from distribution<br>amongst the members who would have been entitled thereto if distributed by way of dividend and in the same proportions on condition that<br>the same be not paid in cash but be applied in or towards paying up any amounts for the time being unpaid on any shares held by such members<br>respectively or paying up in full unissued shares or debentures of the Company to be allotted and distributed credited as fully paid-up<br>(as to Issue Price) to and amongst such members in the proportions aforesaid, or partly in the one way and partly in the other, and the<br>Directors shall give effect to such resolution. Provided that a share premium account and a capital redemption reserve fund may, for the<br>purpose of this Article, only be applied in the paying up of unissued shares to be issued to members of the Company as fully paid bonus<br>shares.
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38.2	Whenever such a resolution as aforesaid shall have been passed, the Directors shall make all appropriations<br>and applications of the undivided profits resolved to be capitalised thereby, and all allotments and issues of fully paid shares or debentures,<br>if any, and generally shall do all acts and things required to give effect thereto, with full power to the Directors to make such provision<br>by the issue of fractional certificates or by payment in cash or otherwise as they think fit for the class of shares or debentures becoming<br>distributable in fractions, and also to authorise any person to enter into, on behalf of all the members entitled thereto, an agreement<br>with the Company providing for the allotment to them respectively, credited as fully paid-up (as to Issue Price), of any further shares<br>or debentures to which they may be entitled upon such capitalisation, or (as the case may require) for the payment up by the Company on<br>their behalf, by the application thereto of their respective proportions of the profits resolved to be capitalised of the amounts or any<br>part of the amounts remaining unpaid on their existing shares, and any agreement made under such authority shall be effective and binding<br>on all such members.
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38.3	The Directors shall in accordance with the Act establish a share premium account and shall carry to the<br>credit of such account from time to time a sum equal to the amount or value of the premium paid on the issue of any share and may treat<br>any contributed capital or capital surplus as if it were credited to such account. There shall be debited to any share premium account:
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(a)	on the redemption or purchase of a share the difference between the nominal value of such share and the<br>redemption or purchase price provided always that at the discretion of the Directors such sum may be paid out of the profits of the Company<br>or, if permitted by the Act, out of capital; and
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(b)	any other amounts paid out of any share premium account as permitted by the Act.
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39	Record Date
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39.1	For the purpose of determining members entitled to attend meetings, receive payment of any Dividend or<br>capitalisation or for any other purpose, the Directors may provide that the Register may, after compliance with any notice requirement<br>of the Designated Stock Exchange, be suspended or closed for transfers for a stated period which shall not in any case exceed thirty (30)<br>days in any year as the Directors may determine. In lieu of, or apart from, closing the Register, the Directors may fix in advance or<br>arrears a date as the record date for any such determination of members provided that the record date for a meeting may not be earlier<br>than the date of notice of such meeting.
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39.2	If the Register is not so closed and no record date is fixed for the determination of members entitled<br>to attend meetings, receive payment of a Distribution or capitalisation, the date on which the notice of the meeting is given or resolution<br>of the Directors declaring such Dividend or capitalisation is adopted, as the case may be, shall be the record date for such determination<br>of members.
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39.3	A determination of the members of record entitled to notice of or to vote at a meeting of the members<br>shall apply at any adjournment of the meeting, provided however, that the Directors may fix a new record date for the adjourned meeting.
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40	Notices
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40.1	A notice may be given by the Company to any member either personally or by sending it by courier, post,<br>cable, telex, telefax or e-mail to him or to his registered address, or (if he has no registered address) to the address, if any, within<br>or without the Cayman Islands supplied by him to the Company for the giving of notice to him. A notice may also be served by advertisement<br>in appropriate newspapers in accordance with the requirements of the Designated Stock Exchange or, to the extent permitted by the applicable<br>laws, by placing it on the Company’s website and giving to the member a notice stating that the notice and other document(s) are<br>available there (a “notice of availability”). The notice of availability may be given to the member by any of the means set<br>out above.
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40.2	Where a notice is sent by courier, service of the notice shall be deemed to be effected by delivery of<br>the notice to a courier company, and shall be deemed to have been received on the third day (not including Saturdays or Sundays or public<br>holidays) following the day on which the notice was delivered to the courier. Where a notice is sent by post, service of the notice shall<br>be deemed to be effected by properly addressing, pre-paying and posting a letter containing the notice, and to have been effected in the<br>case of a notice of a meeting at the expiration of fourteen days after the letter containing the same is posted, and in any other case<br>at the time at which the letter would be delivered in the ordinary course of post. Any letter sent to an address outside the Cayman Islands<br>shall be sent by courier or airmail.
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Zeta Network Group
40.3	Where a notice is sent by cable, telex, telefax or e-mail, service of the notice shall be deemed to be<br>effected by properly addressing and sending such notice and to have been effected on the day received or, if such day is not a working<br>day, on the next working day.
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40.4	A notice may be given by the Company to the person or persons where the Company has been advised are entitled<br>to a share in consequence of the death or bankruptcy of a member by sending it through the post in prepaid letter addressed to them by<br>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,<br>within or without the Cayman Islands supplied for that purpose by the persons claiming to be so entitled, or (until such an address has<br>been supplied) by giving the notice in any manner in which the same might have been given if the death or bankruptcy had not occurred.
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40.5	A notice shall be sufficiently given by the Company to the joint holders of record of a share by giving<br>the notice to the joint holder first named on the Register in respect of the share.
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40.6	Notice of every general meeting shall be given in any manner hereinbefore authorised to:
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(a)	every person shown as a member in the Register subject, in each case, to the immediately preceding Article;<br>and
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(b)	every person upon whom the ownership of a share devolves by reason of his being a legal personal representative<br>or a trustee in bankruptcy of a member where the member but for his death or bankruptcy would be entitled to receive notice of the meeting.
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40.7	No other person shall be entitled to receive notices of general meetings.
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40.8	A member who is present, either in person or by proxy, at any meeting of the Company or of the holders<br>of any class of shares in the Company shall be deemed to have received notice of the meeting, and, where requisite, of the purpose for<br>which it was called.
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40.9	Every person who becomes entitled to any share shall be bound by any notice in respect of that share which,<br>before his name is entered in the Register, has been given to the person from whom he derives his title.
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40.10	Subject to the rights attached to shares, the Directors may fix any date as the record date for a dividend,<br>allotment or issue. The record date may be on or at any time before or after a date on which the dividend, allotment or issue is declared,<br>made or paid.
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Zeta Network Group
41	Winding Up
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41.1	If the Company is, or is likely to become, unable to pay its debts, the Directors shall have power to<br>present a winding up petition in the name of the Company and/or to apply for the appointment of provisional liquidators in respect of<br>the Company.
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41.2	Subject to any special rights, privileges or restrictions as to the distribution of available surplus<br>assets on liquidation for the time being attached to any class or classes of shares, if the Company shall be wound up, the liquidator<br>may, with the sanction of an Ordinary Resolution of the Company and any other sanction required by law, divide amongst the members in<br>specie or kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and<br>may, for such purpose, set such value as he deems fair upon any property to be divided as aforesaid and may determine how such division<br>shall be carried out as between the members or different classes of members. The liquidator may, with the like sanction, vest the whole<br>or any part of such assets in trustees upon such trusts for the benefit of the members as the liquidator, with the like sanction, shall<br>think fit, but so that no member shall be compelled to accept any shares or other securities whereon there is any liability.
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41.3	Subject to any special rights, privileges or restrictions as to the distribution of available surplus<br>assets on liquidation for the time being attached to any class or classes of shares, if the Company shall be wound up and the assets available<br>for distribution amongst the members as such shall be insufficient to repay the whole of the paid-up capital, such assets shall be distributed<br>so that, as nearly as may be, the losses shall be borne by the members in proportion to the capital paid up, or which ought to have been<br>paid up, at the commencement of the winding up on the shares held by them respectively. And if in a winding up the assets available for<br>distribution amongst the members shall be more than sufficient to repay the whole of the capital at the commencement of the winding up,<br>the excess shall be distributed amongst the members in proportion to the capital at the commencement of the winding up paid up on the<br>shares held by them respectively. But this Article is to be without prejudice to the rights of the holders of shares issued upon special<br>terms and conditions.
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42	Indemnity
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42.1	Every Director, Secretary, or other officer of the Company (including alternate directors, proxy directors<br>and former directors and officers), any trustee for the time being acting in relation to the Company (including any nominee shareholder<br>holding shares in the Company) and their heirs and personal representatives (each an “Indemnified Person”) shall be entitled<br>to be indemnified out of the assets of the Company against all actions, proceedings, costs, damages, expenses, claims, losses or liabilities<br>which they or any of them may sustain or incur by reason of any act done or omitted in or about the execution of the duties of their respective<br>offices or trusts or otherwise in relation thereto, including any liability incurred by him in defending any proceedings, whether civil<br>or criminal, in which judgement is given in his favour or in which he is acquitted except to the extent that any of the foregoing arise<br>through his dishonesty.
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Zeta Network Group
42.2	No Indemnified Person shall be liable (a) for any loss, damage or misfortune whatsoever which may happen<br>to or be incurred by the Company in the execution of the duties, powers, authorities or discretions of his office or in relation thereto,<br>(b) for the acts, receipts, neglects, defaults or omissions of any other such Director or person or (c) by reason of his having joined<br>in any receipt for money not received by him personally or (d) for any loss on account of defect of title to any property of the Company<br>or (e) on account of the insufficiency of any security in or upon which any money of the Company shall be invested or (f) for any loss<br>incurred through any bank, broker or other agent or (g) for any loss occasioned by any negligence, default, breach of duty, breach of<br>trust, error of judgement or oversight on his part or (h) for any other loss or damage due to any such cause as aforesaid except to the<br>extent that any of the foregoing arise through his dishonesty.
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42.3	The Company shall advance to each Indemnified Person reasonable attorneys’ fees and other costs<br>and expenses incurred in connection with the defence of any action, suit, proceeding or investigation involving such Indemnified Person<br>for which indemnity will or could be sought. In connection with any advance of any expenses hereunder, the Indemnified Person shall execute<br>an undertaking to repay the advanced amount to the Company if it shall be determined by final judgment or other final adjudication that<br>such Indemnified Person was not entitled to indemnification pursuant to this Article. If it shall be determined by a final judgment or<br>other final adjudication that such Indemnified Person was not entitled to indemnification with respect to such judgment, costs or expenses,<br>then such party shall not be indemnified with respect to such judgment, costs or expenses and any advancement shall be returned to the<br>Company (without interest) by the Indemnified Person.
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42.4	The Directors, on behalf of the Company, may purchase and maintain insurance for the benefit of any Director<br>or other officer of the Company against any liability which, by virtue of any rule of law, would otherwise attach to such person in respect<br>of any negligence, default, breach of duty or breach of trust of which such person may be guilty in relation to the Company.
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43	Registration by Way of Continuation
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43.1	The Company, if registered as an exempted company under the Act, may by Special Resolution resolve to<br>be registered by way of continuation in a jurisdiction outside the Cayman Islands which permits or does not prohibit the transfer of the<br>Company to such jurisdiction.
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43.2	In furtherance of a resolution passed pursuant to the immediately preceding Article, the Directors shall<br>cause an application to be made to the Registrar of Companies to de-register the Company in the Cayman Islands or such other jurisdiction<br>in which it is for the time being incorporated, registered or existing and may cause all further steps as they consider appropriate to<br>be taken to effect the transfer by way of continuation of the Company.
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44	Disclosure
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45	Merger and Consolidation

46	Amendment to Articles

The Company may from time to time alter or add to these Articles by passing a Special Resolution.

Exhibit 99.4

Zeta Network Group2026 Equity Incentive Plan

1. Purpose. The purpose of the Zeta Network Group 2026 Equity Incentive Plan is to provide a means through which the Company and its Affiliates may attract and retain key personnel and to provide a means whereby directors, officers, managers, employees, consultants and advisors (and prospective directors, officers, managers, employees, consultants and advisors) of the Company and its Affiliates can acquire and maintain an equity interest in the Company, or be paid incentive compensation, which may (but need not) be measured by reference to the value of Ordinary shares, thereby strengthening their commitment to the welfare of the Company and its Affiliates and aligning their interests with those of the Company’s shareholders.

2. Definitions. The following definitions shall be applicable throughout this Plan:

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

(b) “Award” means, individually or collectively, any Incentive Stock Option, Nonqualified Stock Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Stock Bonus Award and Performance Compensation Award granted under this Plan.

(d) “Business Combination” has the meaning given such term in the definition of “Change in Control.”

(e) “Business Day” means any day other than a Saturday, a Sunday or a day on which banking institutions in New York City are authorized or obligated by federal law or executive order to be closed.

(f) “Cause” means, in the case of a particular Award, unless the applicable Award agreement states otherwise, (i) the Company or an Affiliate having “cause” to terminate a Participant’s employment or service, as defined in any employment or consulting agreement or similar document or policy between the Participant and the Company or an Affiliate in effect at the time of such termination or (ii) in the absence of any such employment or consulting agreement, document or policy (or the absence of any definition of “Cause” contained therein), (A) a continuing material breach or material default (including, without limitation, any material dereliction of duty) by Participant of any agreement between the Participant and the Company, except for any such breach or default which is caused by the physical disability of the Participant (as determined by a neutral physician), or a continuing failure by the Participant to follow the direction of a duly authorized representative of the Company; (B) gross negligence, willful misfeasance or breach of fiduciary duty by the Participant; (C) the commission by the Participant of an act of fraud, embezzlement, misappropriation of the Company or its Affiliate’s assets or any felony or other crime of dishonesty in connection with the Participant’s duties; (D) conviction of the Participant of a felony or any other crime that would materially and adversely affect: (i) the business reputation of the Company or (ii) the performance of the Participant’s duties to the Company, or (E) failure by a Participant to follow the lawful directions of a superior officer or the Board. Any determination of whether Cause exists shall be made by the Committee in its sole discretion.

(g) “Changein Control” shall, in the case of a particular Award, unless the applicable Award agreement states otherwise or contains a different definition of “Change in Control,” be deemed to occur upon:

(i) An acquisition (whether directly from the Company or otherwise) of any voting securities of the Company (the “Voting Securities”) by any “Person” (as the term person is used for purposes of Section 13(d) or 14(d) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”)), immediately after which such Person has ownership of more than one-half (1/2) of the combined voting power of the Company’s then outstanding Voting Securities.

(ii) The individuals who constitute the members of the Board cease, by reason of a financing, merger, combination, acquisition, takeover or other non-ordinary course transaction affecting the Company, to constitute at least forty percent (40%) of the members of the Board; or

(iii) The consummation of any of the following events:

(A) A merger, consolidation or reorganization involving the Company, where either or both of the events described in clauses (i) or (ii) above would be the result;

(B) A liquidation or dissolution of or appointment of a receiver, rehabilitator, conservator or similar person for, or the filing by a third party of an involuntary bankruptcy against, the Company; provided, however, that to the extent necessary to comply with Section 409A of the Code, the occurrence of an event described in this subsection (B) shall not permit the settlement of Restricted Stock Units granted under this Plan; or

(C) An agreement for the sale or other disposition of all or substantially all of the assets of the Company to any Person (other than a transfer to a subsidiary of the Company).

(h) “Closing Price” means (A) during such time as the Ordinary shares are registered under Section 12 of the Exchange Act, the closing price of the Ordinary shares as reported by an established stock exchange or automated quotation system on the day for which such value is to be determined, or, if no sale of the Ordinary shares shall have been made on any such stock exchange or automated quotation system that day, on the next preceding day on which there was a sale of such Ordinary shares, or (B) during any such time as the Ordinary shares are not listed upon an established stock exchange or automated quotation system, the mean between dealer “bid” and “ask” prices of the Ordinary shares in the over-the-counter market on the day for which such value is to be determined, as reported by the Financial Industry Regulatory Authority, Inc., or (C) during any such time as the Ordinary shares cannot be valued pursuant to (A) or (B) above, the fair market value shall be as determined by the Committee considering all relevant information including, by example and not by limitation, the services of an independent appraiser.

(i) “Code” means the Internal Revenue Code of 1986, as amended, and any successor thereto. References in this Plan to any section of the Code shall be deemed to include any regulations or other interpretative guidance under such section, and any amendments or successor provisions to such section, regulations or guidance.

(j) “Committee” means a committee of at least two people as the Board may appoint to administer this Plan or, if no such committee has been appointed by the Board, the Board. Unless altered by an action of the Board, the Committee shall be the Compensation Committee of the Board.

(k) “Ordinary shares” means the Class A ordinary shares, par value $0.0025 per share, of the Company (and any stock or other securities into which such ordinary shares may be converted or into which they may be exchanged).

(l) “Company” means Zeta Network Group, a Cayman Islands exempted company, together with its successors and assigns.

(m) “Date of Grant” means the date on which the granting of an Award is authorized, or such other date as may be specified in such authorization.

(n) “Disability” means a “permanent and total” disability incurred by a Participant while in the employ of the Company or an Affiliate. For this purpose, a permanent and total disability shall mean that the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months.

(o) “Effective Date” means the date when the Plan is adopted by the Board.

(p) “EligibleDirector” means a person who is (i) a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act, and (ii) an “outside director” within the meaning of Section 162(m) of the Code.

(q) “EligiblePerson” means any (i) individual employed by the Company or an Affiliate; provided, however, that no such employee covered by a collective bargaining agreement shall be an Eligible Person unless and to the extent that such eligibility is set forth in such collective bargaining agreement or in an agreement or instrument relating thereto; (ii) director of the Company or an Affiliate; (iii) consultant or advisor to the Company or an Affiliate, provided that if the Securities Act applies such persons must be eligible to be offered securities registrable on Form S-8 under the Securities Act; or (iv) prospective employees, directors, officers, consultants or advisors who have accepted offers of employment or consultancy from the Company or its Affiliates (and would satisfy the provisions of clauses (i) through (iii) above once he or she begins employment with or begins providing services to the Company or its Affiliates).

(r) “ExchangeAct” has the meaning given such term in the definition of “Change in Control,” and any reference in this Plan to any section of (or rule promulgated under) the Exchange Act shall be deemed to include any rules, regulations or other interpretative guidance under such section or rule, and any amendments or successor provisions to such section, rules, regulations or guidance.

(s) “Exercise Price” has the meaning given such term in Section 7(b) of this Plan.

(t) “Fair MarketValue”, unless otherwise provided by the Committee in accordance with all applicable laws, rules regulations and standards, means, on a given date, (i) if the Ordinary shares (A) are listed on a national securities exchange or (B) are not listed on a national securities exchange, but is quoted by the OTC Markets Group, Inc. (www.otcmarkets.com) or any successor or alternative recognized over-the-counter market or another inter-dealer quotation system, on a last sale basis, the average selling price of the Ordinary shares reported on such national securities exchange or other inter-dealer quotation system, determined as the arithmetic mean of such selling prices over the thirty (30)-Business Day period preceding the Date of Grant, weighted based on the volume of trading of such Ordinary shares on each trading day during such period; or (ii) if the Ordinary shares are not listed on a national securities exchange or quoted in an inter-dealer quotation system on a last sale basis, the amount determined by the Committee in good faith to be the fair market value of the Ordinary shares.

(u) “Immediate FamilyMembers” shall have the meaning set forth in Section 15(b) of this Plan.

(v) “Incentive StockOption” means an Option that is designated by the Committee as an incentive stock option as described in Section 422 of the Code and otherwise meets the requirements set forth in this Plan.

(w) “IndemnifiablePerson” shall have the meaning set forth in Section 4(e) of this Plan.

(x) “IntellectualProperty Products” shall have the meaning set forth in Section 15(c) of this Plan.

(y) “Mature Shares” means Ordinary shares owned by a Participant that are not subject to any pledge or security interest and that have been either previously acquired by the Participant on the open market or meet such other requirements, if any, as the Committee may determine are necessary in order to avoid an accounting earnings charge on account of the use of such shares to pay the Exercise Price or satisfy a withholding obligation of the Participant.

(z) “Negative Discretion” shall mean the discretion authorized by this Plan to be applied by the Committee to eliminate or reduce the size of a Performance Compensation Award consistent with Section 162(m) of the Code.

(aa) “NonqualifiedStock Option” means an Option that is not designated by the Committee as an Incentive Stock Option.

(bb) “Option” means an Award granted under Section 7 of this Plan.

(cc) “Option Period” has the meaning given such term in Section 7(c) of this Plan.

(dd) “OutstandingCompany Ordinary shares” has the meaning given such term in the definition of “Change in Control.”

(ee) “OutstandingCompany Voting Securities” has the meaning given such term in the definition of “Change in Control.”

(ff) “Participant” means an Eligible Person who has been selected by the Committee to participate in this Plan and to receive an Award pursuant to Section 6 of this Plan.

(gg) “PerformanceCompensation Award” shall mean any Award designated by the Committee as a Performance Compensation Award pursuant to Section 11 of this Plan.

(hh) “PerformanceCriteria” shall mean the criterion or criteria that the Committee shall select for purposes of establishing the Performance Goal(s) for a Performance Period with respect to any Performance Compensation Award under this Plan.

(ii) “PerformanceFormula” shall mean, for a Performance Period, the one or more objective formulae applied against the relevant Performance Goal to determine, with regard to the Performance Compensation Award of a particular Participant, whether all, some portion but less than all, or none of the Performance Compensation Award has been earned for the Performance Period.

(jj) “PerformanceGoals” shall mean, for a Performance Period, the one or more goals established by the Committee for the Performance Period based upon the Performance Criteria.

(kk) “PerformancePeriod” shall mean the one or more periods of time, as the Committee may select, over which the attainment of one or more Performance Goals will be measured for the purpose of determining a Participant’s right to, and the payment of, a Performance Compensation Award.

(ll) “PermittedTransferee” shall have the meaning set forth in Section 15(b) of this Plan.

(mm) “Person” has the meaning given such term in the definition of “Change in Control.”

(nn) “Plan” means this Zeta Network Group 2026 Equity Incentive Plan , as amended from time to time.

(oo) “Retirement” means the fulfillment of each of the following conditions: (i) the Participant is good standing with the Company as determined by the Committee; (ii) the voluntary termination by a Participant of such Participant’s employment or service to the Company and (B) that at the time of such voluntary termination, the sum of: (1) the Participant’s age (calculated to the nearest month, with any resulting fraction of a year being calculated as the number of months in the year divided by 12) and (2) the Participant’s years of employment or service with the Company (calculated to the nearest month, with any resulting fraction of a year being calculated as the number of months in the year divided by 12) equals at least 62 (provided that, in any case, the foregoing shall only be applicable if, at the time of Retirement, the Participant shall be at least 55 years of age and shall have been employed by or served with the Company for no less than 5 years).

(pp) “RestrictedPeriod” means the period of time determined by the Committee during which an Award is subject to restrictions or, as applicable, the period of time within which performance is measured for purposes of determining whether an Award has been earned.

(qq) “RestrictedStock Unit” means an unfunded and unsecured promise to deliver Ordinary shares, cash, other securities or other property, subject to certain restrictions (including, without limitation, a requirement that the Participant remain continuously employed or provide continuous services for a specified period of time), granted under Section 9 of this Plan.

(rr) “RestrictedStock” means Ordinary shares, subject to certain specified restrictions (including, without limitation, a requirement that the Participant remain continuously employed or provide continuous services for a specified period of time), granted under Section 9 of this Plan.

(ss) “SAR Period” has the meaning given such term in Section 8(c) of this Plan.

(tt) “SecuritiesAct” means the Securities Act of 1933, as amended, and any successor thereto. Reference in this Plan to any section of the Securities Act shall be deemed to include any rules, regulations or other official interpretative guidance under such section, and any amendments or successor provisions to such section, rules, regulations or guidance.

(uu) “Stock AppreciationRight” or “SAR” means an Award granted under Section 8 of this Plan which meets all of the requirements of Section 1.409A-1(b)(5)(i) (B) of the Treasury Regulations.

(vv) “Stock BonusAward” means an Award granted under Section 10 of this Plan.

(ww) “Strike Price” means, except as otherwise provided by the Committee in the case of Substitute Awards, (i) in the case of a SAR granted in tandem with an Option, the Exercise Price of the related Option, or (ii) in the case of a SAR granted independent of an Option, the Fair Market Value on the Date of Grant.

(xx) “Subsidiary” means, with respect to any specified Person:

(i) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Outstanding Company Voting Securities (without regard to the occurrence of any contingency and after giving effect to any voting agreement or shareholders’ agreement that effectively transfers voting power) is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

(ii) any partnership or limited liability company (or any comparable foreign entity) (a) the sole general partner or managing member (or functional equivalent thereof) or the managing general partner of which is such Person or Subsidiary of such Person or (b) the only general partners or managing members (or functional equivalents thereof) of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).

(yy) “SubstituteAward” has the meaning given such term in Section 5(e).

(zz) “Treasury Regulations” means any regulations, whether proposed, temporary or final, promulgated by the U.S. Department of Treasury under the Code, and any successor provisions.

3. Effective Date; Duration. The Plan shall be effective as of the Effective Date. The expiration date of this Plan, on and after which date no Awards may be granted hereunder, shall be the tenth anniversary of the Effective Date; provided, however, that such expiration shall not affect Awards then outstanding, and the terms and conditions of this Plan shall continue to apply to such Awards.

4. Administration.

(a) The Committee shall administer this Plan. To the extent required to comply with the provisions of Rule 16b-3 promulgated under the Exchange Act (if the Board is not acting as the Committee under this Plan) or necessary to obtain the exception for performance-based compensation under Section 162(m) of the Code, as applicable, it is intended that each member of the Committee shall, at the time he takes any action with respect to an Award under this Plan, be an Eligible Director. However, the fact that a Committee member shall fail to qualify as an Eligible Director shall not invalidate any Award granted by the Committee that is otherwise validly granted under this Plan. The acts of a majority of the members present at any meeting at which a quorum is present or acts approved in writing by a majority of the Committee shall be deemed the acts of the Committee. Whether a quorum is present shall be determined based on the Committee’s charter as approved by the Board.

(b) Subject to the provisions of this Plan and applicable law, the Committee shall have the sole and plenary authority, in addition to other express powers and authorizations conferred on the Committee by this Plan and its charter, to: (i) designate Participants; (ii) determine the type or types of Awards to be granted to a Participant; (iii) determine the number of Ordinary shares to be covered by, or with respect to which payments, rights, or other matters are to be calculated in connection with, Awards; (iv) determine the terms and conditions of any Award; (v) determine whether, to what extent, and under what circumstances Awards may be settled or exercised in cash, Ordinary shares, other securities, other Awards or other property, or canceled, forfeited, or suspended and the method or methods by which Awards may be settled, exercised, canceled, forfeited, or suspended; (vi) determine whether, to what extent, and under what circumstances the delivery of cash, Ordinary shares, other securities, other Awards or other property and other amounts payable with respect to an Award; (vii) interpret, administer, reconcile any inconsistency in, settle any controversy regarding, correct any defect in and/or complete any omission in this Plan and any instrument or agreement relating to, or Award granted under, this Plan; (viii) establish, amend, suspend, or waive any rules, conditions and regulations and appoint such agents as the Committee shall deem appropriate for the proper administration of this Plan; (ix) accelerate the vesting or exercisability of, payment for or lapse of restrictions on, Awards; and (x) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of this Plan.

(c) The Committee may delegate to one or more officers of the Company or any Affiliate the authority to act on behalf of the Committee with respect to any matter, right, obligation, or election that is the responsibility of or that is allocated to the Committee herein, and that may be so delegated as a matter of law, except for grants of Awards to persons (i) subject to Section 16 of the Exchange Act or (ii) who are, or who are reasonably expected to be, “covered employees” for purposes of Section 162(m) of the Code.

(d) Unless otherwise expressly provided in this Plan, all designations, determinations, interpretations, and other decisions under or with respect to this Plan or any Award or any documents evidencing Awards granted pursuant to this Plan shall be within the sole discretion of the Committee, may be made at any time and shall be final, conclusive and binding upon all persons or entities, including, without limitation, the Company, any Affiliate, any Participant, any holder or beneficiary of any Award, and any shareholder of the Company.

(e) No member of the Board, the Committee, delegate of the Committee or any employee, advisor or agent of the Company or the Board or the Committee (each such person, an “Indemnifiable Person”) shall be liable for any action taken or omitted to be taken or any determination made in good faith with respect to this Plan or any Award hereunder. Each Indemnifiable Person shall be indemnified and held harmless by the Company against and from (and the Company shall pay or reimburse on demand for) any loss, cost, liability, or expense (including attorneys’ fees) that may be imposed upon or incurred by such Indemnifiable Person in connection with or resulting from any action, suit or proceeding to which such Indemnifiable Person may be a party or in which such Indemnifiable Person may be involved by reason of any action taken or omitted to be taken under this Plan or any Award agreement and against and from any and all amounts paid by such Indemnifiable Person with the Company’s approval, in settlement thereof, or paid by such Indemnifiable Person in satisfaction of any judgment in any such action, suit or proceeding against such Indemnifiable Person, provided, that the Company shall have the right, at its own expense, to assume and defend any such action, suit or proceeding and once the Company gives notice of its intent to assume the defense, the Company shall have sole control over such defense with counsel of the Company’s choice. The foregoing right of indemnification shall not be available to an Indemnifiable Person to the extent that a final judgment or other final adjudication (in either case not subject to further appeal) binding upon such Indemnifiable Person determines that the acts or omissions of such Indemnifiable Person giving rise to the indemnification claim resulted from such Indemnifiable Person’s bad faith, fraud or willful criminal act or omission or that such right of indemnification is otherwise prohibited by law or by the Company’s memorandum and articles of association. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such Indemnifiable Persons may be entitled under the Company’s memorandum and articles of association, as a matter of law, or otherwise, or any other power that the Company may have to indemnify such Indemnifiable Persons or hold them harmless.

(f) Notwithstanding anything to the contrary contained in this Plan, the Board may, in its sole discretion, at any time and from time to time, grant Awards and administer this Plan with respect to such Awards. In any such case, the Board shall have all the authority granted to the Committee under this Plan.

Grant of Awards; SharesSubject to this Plan; Limitations.

(a) The Committee may, from time to time, grant Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Stock Bonus Awards and/or Performance Compensation Awards to one or more Eligible Persons.

(b) Subject to Section 3, Section 11 and Section 12 of this Plan, the Committee is authorized to deliver under this Plan an aggregate of 26,695,000 Ordinary shares. Each Ordinary share subject to an Option or a Stock Appreciation Right will reduce the number of Ordinary shares available for issuance by one share, and each Ordinary share underlying an Award of Restricted Stock, Restricted Stock Units, Stock Bonus Awards and Performance Compensation Awards will reduce the number of Ordinary shares available for issuance by one share.

(c) Ordinary shares underlying Awards under this Plan that are forfeited, cancelled, expire unexercised, or are settled in cash shall be available again for Awards under this Plan at the same ratio at which they were previously granted. Notwithstanding the foregoing, the following Ordinary shares shall not be available again for Awards under the Plan: (i) shares tendered or held back upon the exercise of an Option or settlement of an Award to cover the Exercise Price of an Award; (ii) shares that are used or withheld to satisfy tax obligations of the Participant; and (iii) shares subject to a Stock Appreciation Right that are not issued in connection with the stock settlement of the SAR upon exercise thereof.

(d) Ordinary shares delivered by the Company in settlement of Awards may be authorized and unissued shares, shares held in the treasury of the Company, shares purchased on the open market or by private purchase, or a combination of the foregoing.

(e) Subject to compliance with Section 1.409A-3(f) of the Treasury Regulations, Awards may, in the sole discretion of the Committee, be granted under this Plan in assumption of, or in substitution for, outstanding awards previously granted by an entity acquired by the Company or with which the Company combines (“Substitute Awards”). The number of Ordinary shares underlying any Substitute Awards shall be counted against the aggregate number of Ordinary shares available for Awards under this Plan.

Eligibility. Participation shall be limited to Eligible Persons who have entered into an Award agreement or who have received written notification from the Committee, or from a person designated by the Committee, that they have been selected to participate in this Plan.
Options.

(a) Generally. Each Option granted under this Plan shall be evidenced by an Award agreement (whether in paper or electronic medium (including email or the posting on a web site maintained by the Company or a third party under contract with the Company)). Each Option so granted shall be subject to the conditions set forth in this Section 7, and to such other conditions not inconsistent with this Plan as may be reflected in the applicable Award agreement. All Options granted under this Plan shall be Nonqualified Stock Options unless the applicable Award agreement expressly states that the Option is intended to be an Incentive Stock Option. Notwithstanding any designation of an Option, to the extent that the aggregate Fair Market Value of Ordinary shares with respect to which Options designated as Incentive Stock Options are exercisable for the first time by any Participant during any calendar year (under all plans of the Company or any Subsidiary) exceeds $100,000, such excess Options shall be treated as Nonqualified Stock Options. Incentive Stock Options shall be granted only to Eligible Persons who are employees of the Company and its Affiliates, and no Incentive Stock Option shall be granted to any Eligible Person who is ineligible to receive an Incentive Stock Option under the Code. The Incentive Stock Option limit shall be the amount of Awards set forth in Section 5(b) of this Plan. No Option shall be treated as an Incentive Stock Option unless this Plan has been approved by the shareholders of the Company in a manner intended to comply with the shareholder approval requirements of Section 422(b)(1) of the Code, provided that any Option intended to be an Incentive Stock Option shall not fail to be effective solely on account of a failure to obtain such approval, but rather such Option shall be treated as a Nonqualified Stock Option unless and until such approval is obtained. In the case of an Incentive Stock Option, the terms and conditions of such grant shall be subject to and comply with such rules as may be prescribed by Section 422 of the Code. If for any reason an Option intended to be an Incentive Stock Option (or any portion thereof) shall not qualify as an Incentive Stock Option, then, to the extent of such nonqualification, such Option or portion thereof shall be regarded as a Nonqualified Stock Option appropriately granted under this Plan.

(b) Exercise Price. The exercise price (“Exercise Price”) per Ordinary share for each Option shall not be less than 100% of the Fair Market Value of such share determined as of the Date of Grant; provided, however, that in the case of an Incentive Stock Option granted to an employee who, at the time of the grant of such Option, owns shares representing more than 10% of the voting power of all classes of shares of the Company or any Affiliate, the Exercise Price per share shall not be less than 110% of the Fair Market Value per share on the Date of Grant; and, provided further, that notwithstanding any provision herein to the contrary, the Exercise Price shall not be less than the par value per Ordinary share.

(c) Vesting andExpiration. Options shall vest and become exercisable in such manner and on such date or dates determined by the Committee and as set forth in the applicable Award agreement, and shall expire after such period, not to exceed ten (10) years from the Date of Grant, as may be determined by the Committee (the “Option Period”); provided, however, that the Option Period shall not exceed five (5) years from the Date of Grant in the case of an Incentive Stock Option granted to a Participant who on the Date of Grant owns shares representing more than 10% of the voting power of all classes of shares of the Company or any Affiliate; and, provided, further, that notwithstanding any vesting dates set by the Committee, the Committee may, in its sole discretion, accelerate the exercisability of any Option, which acceleration shall not affect the terms and conditions of such Option other than with respect to exercisability. Unless otherwise provided by the Committee in an Award agreement:

(i) an Option shall vest and become exercisable with respect to 100% of the Ordinary shares subject to such Option on the third (3^rd^) anniversary of the Date of Grant;

(ii) the unvested portion of an Option shall expire upon termination of employment or service of the Participant granted the Option, and the vested portion of such Option shall remain exercisable for:

(A) one year following termination of employment or service by reason of such Participant’s death or Disability (with the determination of Disability to be made by the Committee on a case by case basis), but not later than the expiration of the Option Period;

(B) for directors, officers and employees of the Company only, for the remainder of the Option Period following termination of employment or service by reason of such Participant’s Retirement (it being understood that any Incentive Stock Option held by the Participant shall be treated as a Nonqualified Stock Option if exercise is not undertaken within 90 days of the date of Retirement);

(C) 90 calendar days following termination of employment or service for any reason other than such Participant’s death, Disability or Retirement, and other than such Participant’s termination of employment or service for Cause, but not later than the expiration of the Option Period; and

(iii) both the unvested and the vested portion of an Option shall immediately expire upon the termination of the Participant’s employment or service by the Company for Cause.

(d) Method of Exerciseand Form of Payment. No Ordinary shares shall be delivered pursuant to any exercise of an Option until payment in full of the Exercise Price therefor is received by the Company and the Participant has paid to the Company an amount equal to any federal, state, local and non-U.S. income and employment taxes required to be withheld. Options that have become exercisable may be exercised by delivery of written or electronic notice of exercise to the Company in accordance with the terms of the Award agreement accompanied by payment of the Exercise Price. The Exercise Price shall be payable (i) in cash, check (subject to collection), cash equivalent and/or vested Ordinary shares valued at the Closing Price at the time the Option is exercised (including, pursuant to procedures approved by the Committee, by means of attestation of ownership of a sufficient number of Ordinary shares in lieu of actual delivery of such shares to the Company); provided, however, that such Ordinary shares are not subject to any pledge or other security interest and are Mature Shares and; (ii) by such other method as the Committee may permit in accordance with applicable law, in its sole discretion, including without limitation: (A) in other property having a fair market value (as determined by the Committee in its discretion) on the date of exercise equal to the Exercise Price or (B) if there is a public market for the Ordinary shares at such time, by means of a broker-assisted “cashless exercise” pursuant to which the Company is delivered a copy of irrevocable instructions to a stockbroker to sell the Ordinary shares otherwise deliverable upon the exercise of the Option and to deliver promptly to the Company an amount equal to the Exercise Price or (C) by a “net exercise” method whereby the Company withholds from the delivery of the Ordinary shares for which the Option was exercised that number of Ordinary shares having a Closing Price equal to the aggregate Exercise Price for the Ordinary shares for which the Option was exercised. Any fractional Ordinary shares shall be settled in cash.

(e) Notification uponDisqualifying Disposition of an Incentive Stock Option. Each Participant awarded an Incentive Stock Option under this Plan shall notify the Company in writing immediately after the date he makes a disqualifying disposition of any Ordinary shares acquired pursuant to the exercise of such Incentive Stock Option. A disqualifying disposition is any disposition (including, without limitation, any sale) of such Ordinary shares before the later of (A) two years after the Date of Grant of the Incentive Stock Option or (B) one year after the date of exercise of the Incentive Stock Option. The Company may, if determined by the Committee and in accordance with procedures established by the Committee, retain possession of any Ordinary shares acquired pursuant to the exercise of an Incentive Stock Option as agent for the applicable Participant until the end of the period described in the preceding sentence.

(f) Compliance With Laws,etc. Notwithstanding the foregoing, in no event shall a Participant be permitted to exercise an Option in a manner that the Committee determines would violate the Sarbanes-Oxley Act of 2002, if applicable, or any other applicable law or the applicable rules and regulations of the Securities and Exchange Commission or the applicable rules and regulations of any securities exchange or inter-dealer quotation system on which the securities of the Company are listed or traded.

Stock Appreciation Rights.

(a) Generally. Each SAR granted under this Plan shall be evidenced by an Award agreement (whether in paper or electronic medium (including email or the posting on a web site maintained by the Company or a third party under contract with the Company)). Each SAR so granted shall be subject to the conditions set forth in this Section 8, and to such other conditions not inconsistent with this Plan as may be reflected in the applicable Award agreement. Any Option granted under this Plan may include tandem SARs. The Committee also may award SARs to Eligible Persons independent of any Option.

(b) Vesting and Expiration. A SAR granted in connection with an Option shall become exercisable and shall expire according to the same vesting schedule and expiration provisions as the corresponding Option. A SAR granted independent of an Option shall vest and become exercisable and shall expire in such manner and on such date or dates determined by the Committee and shall expire after such period, not to exceed ten years, as may be determined by the Committee (the “SAR Period”); provided, however, that notwithstanding any vesting dates set by the Committee, the Committee may, in its sole discretion, accelerate the exercisability of any SAR, which acceleration shall not affect the terms and conditions of such SAR other than with respect to exercisability. Unless otherwise provided by the Committee in an Award agreement:

(i) a SAR shall vest and become exercisable with respect to 100% of the Ordinary shares subject to such SAR on the third anniversary of the Date of Grant;

(ii) the unvested portion of a SAR shall expire upon termination of employment or service of the Participant granted the SAR, and the vested portion of such SAR shall remain exercisable for:

(B) for directors, officers and employees of the Company only, for the remainder of the SAR Period following termination of employment or service by reason of such Participant’s Retirement;

(iii) both the unvested and the vested portion of a SAR shall expire immediately upon the termination of the Participant’s employment or service by the Company for Cause.

(c) Method of Exercise. SARs that have become exercisable may be exercised by delivery of written or electronic notice of exercise to the Company in accordance with the terms of the Award, specifying the number of SARs to be exercised and the date on which such SARs were awarded. Notwithstanding the foregoing, if on the last day of the Option Period (or in the case of a SAR independent of an option, the SAR Period), the Closing Price exceeds the Strike Price, the Participant has not exercised the SAR or the corresponding Option (if applicable), and neither the SAR nor the corresponding Option (if applicable) has expired, such SAR shall be deemed to have been exercised by the Participant on such last day and the Company shall make the appropriate payment therefor.

(d) Payment. Upon the exercise of a SAR, the Company shall pay to the Participant an amount equal to the number of shares subject to the SAR that are being exercised multiplied by the excess, if any, of the Closing Price of one Ordinary share on the exercise date over the Strike Price, less an amount equal to any federal, state, local and non-U.S. income and employment taxes required to be withheld. The Company shall pay such amount in cash, in Ordinary shares valued at fair market value, or any combination thereof, as determined by the Committee. Any fractional Ordinary share shall be settled in cash.

Restricted Stock andRestricted Stock Units.

(a) Generally. Each grant of Restricted Stock and Restricted Stock Units shall be evidenced by an Award agreement (whether in paper or electronic medium (including email or the posting on a web site maintained by the Company or a third party under contract with the Company)). Each such grant shall be subject to the conditions set forth in this Section 9, and to such other conditions not inconsistent with this Plan as may be reflected in the applicable Award agreement.

(b) Restricted Accounts;Escrow or Similar Arrangement. Upon the grant of Restricted Stock, a book entry in a restricted account shall be established in the Participant’s name at the Company’s transfer agent and, if the Committee determines that the Restricted Stock shall be held by the Company or in escrow rather than held in such restricted account pending the release of the applicable restrictions, the Committee may require the Participant to additionally execute and deliver to the Company (i) an escrow agreement satisfactory to the Committee, if applicable, and (ii) the appropriate share power (endorsed in blank) with respect to the Restricted Stock covered by such agreement. If a Participant shall fail to execute an agreement evidencing an Award of Restricted Stock and, if applicable, an escrow agreement and blank share power within the amount of time specified by the Committee, the Award shall be null and void ab initio. Subject to the restrictions set forth in this Section 9 and the applicable Award agreement, the Participant generally shall have the rights and privileges of a shareholder as to such Restricted Stock, including without limitation the right to vote such Restricted Stock and the right to receive dividends, if applicable. To the extent shares of Restricted Stock are forfeited, any share certificates issued to the Participant evidencing such shares shall be returned to the Company, and all rights of the Participant to such shares and as a shareholder with respect thereto shall terminate without further obligation on the part of the Company.

(c) Vesting; Accelerationof Lapse of Restrictions. Unless otherwise provided by the Committee in an Award agreement: (i) the Restricted Period shall lapse with respect to 100% of the Restricted Stock and Restricted Stock Units on the third (3^rd^) anniversary of the Date of Grant; and (ii) the unvested portion of Restricted Stock and Restricted Stock Units shall terminate and be forfeited upon termination of employment or service of the Participant granted the applicable Award.

(d) Delivery of RestrictedStock and Settlement of Restricted Stock Units. (i) Upon the expiration of the Restricted Period with respect to any shares of Restricted Stock, the restrictions set forth in the applicable certificate shall be of no further force or effect with respect to such shares, except as set forth in the applicable Award agreement. If an escrow arrangement is used, upon such expiration, the Company shall deliver to the Participant, or his beneficiary, without charge, the share certificate evidencing the shares of Restricted Stock that have not then been forfeited and with respect to which the Restricted Period has expired (rounded down to the nearest full share). Dividends, if any, that may have been withheld by the Committee and attributable to any particular share of Restricted Stock shall be distributed to the Participant in cash or, at the sole discretion of the Committee, in Ordinary shares having a Closing Price equal to the amount of such dividends, upon the release of restrictions on such share and, if such share is forfeited, the Participant shall have no right to such dividends (except as otherwise set forth by the Committee in the applicable Award agreement).

(ii) Unless otherwise provided by the Committee in an Award agreement, upon the expiration of the Restricted Period with respect to any outstanding Restricted Stock Units, the Company shall deliver to the Participant, or his beneficiary, without charge, one Ordinary share for each such outstanding Restricted Stock Unit; provided, however, that the Committee may, in its sole discretion and subject to the requirements of Section 409A of the Code, elect to (i) pay cash or part cash and part Ordinary share in lieu of delivering only Ordinary shares in respect of such Restricted Stock Units or (ii) defer the delivery of Ordinary shares (or cash or part Ordinary shares and part cash, as the case may be) beyond the expiration of the Restricted Period if such delivery would result in a violation of applicable law until such time as is no longer the case. If a cash payment is made in lieu of delivering Ordinary shares, the amount of such payment shall be equal to the Closing Price of the Ordinary shares as of the date on which the Restricted Period lapsed with respect to such Restricted Stock Units, less an amount equal to any federal, state, local and non-U.S. income and employment taxes required to be withheld.

10. Stock Bonus Awards. The Committee may issue unrestricted Ordinary shares, or other Awards denominated in Ordinary shares, under this Plan to Eligible Persons, either alone or in tandem with other awards, in such amounts as the Committee shall from time to time in its sole discretion determine. Each Stock Bonus Award granted under this Plan shall be evidenced by an Award agreement (whether in paper or electronic medium (including email or the posting on a web site maintained by the Company or a third party under contract with the Company)). Each Stock Bonus Award so granted shall be subject to such conditions not inconsistent with this Plan as may be reflected in the applicable Award agreement.

11. Performance CompensationAwards.

(a) Generally. The Committee shall have the authority, at the time of grant of any Award described in Sections 7 through 10 of this Plan, to designate such Award as a Performance Compensation Award intended to qualify as “performance-based compensation” under Section 162(m) of the Code. The Committee shall have the authority to make an award of a cash bonus to any Participant and designate such Award as a Performance Compensation Award intended to qualify as “performance-based compensation” under Section 162(m) of the Code.

(b) Discretion of Committeewith Respect to Performance Compensation Awards. With regard to a particular Performance Period, the Committee shall have sole discretion to select the length of such Performance Period, the type(s) of Performance Compensation Awards to be issued, the Performance Criteria that will be used to establish the Performance Goal(s), the kind(s) and/or level(s) of the Performance Goals(s) that is (are) to apply and the Performance Formula. Within the first 90 calendar days of a Performance Period (or, if longer or shorter, within the maximum period allowed under Section 162(m) of the Code, if applicable), the Committee shall, with regard to the Performance Compensation Awards to be issued for such Performance Period, exercise its discretion with respect to each of the matters enumerated in the immediately preceding sentence and record the same in writing.

(c) Performance Criteria. The Performance Criteria that will be used to establish the Performance Goal(s) shall be based on the attainment of specific levels of performance of the Company and/or one or more Affiliates, divisions or operational units, or any combination of the foregoing, as determined by the Committee. Any one or more of the Performance Criteria adopted by the Committee may be used on an absolute or relative basis to measure the performance of the Company and/or one or more Affiliates as a whole or any business unit(s) of the Company and/or one or more Affiliates or any combination thereof, as the Committee may deem appropriate, or any of the above Performance Criteria may be compared to the performance of a selected group of comparison companies, or a published or special index that the Committee, in its sole discretion, deems appropriate, or as compared to various stock market indices. The Committee also has the authority to provide for accelerated vesting of any Award based on the achievement of Performance Goals pursuant to the Performance Criteria specified in this paragraph. To the extent required under Section 162(m) of the Code, the Committee shall, within the first 90 calendar days of a Performance Period (or, if longer or shorter, within the maximum period allowed under Section 162(m) of the Code), define in an objective fashion the manner of calculating the Performance Criteria it selects to use for such Performance Period and thereafter promptly communicate such Performance Criteria to the Participant.

(d) Modification of PerformanceGoal(s). In the event that applicable tax and/or securities laws change to permit Committee discretion to alter the governing Performance Criteria without obtaining shareholder approval of such alterations, the Committee shall have sole discretion to make such alterations without obtaining shareholder approval. The Committee is authorized at any time during the first 90 calendar days of a Performance Period (or, if longer or shorter, within the maximum period allowed under Section 162(m) of the Code, if applicable), or at any time thereafter to the extent the exercise of such authority at such time would not cause the Performance Compensation Awards granted to any Participant for such Performance Period to fail to qualify as “performance-based compensation” under Section 162(m) of the Code, in its sole discretion, to adjust or modify the calculation of a Performance Goal for such Performance Period, based on and in order to appropriately reflect the following events: (i) asset write-downs; (ii) litigation or claim judgments or settlements; (iii) the effect of changes in tax laws, accounting principles, or other laws or regulatory rules affecting reported results; (iv) any reorganization and restructuring programs; (v) extraordinary nonrecurring items as described in Accounting Principles Board Opinion No. 30 (or any successor pronouncement thereto) and/or in management’s discussion and analysis of financial condition and results of operations appearing in the Company’s annual report to shareholders for the applicable year; (vi) acquisitions or divestitures; (vii) any other specific unusual or nonrecurring events, or objectively determinable category thereof; (viii) foreign exchange gains and losses; and (ix) a change in the Company’s fiscal year.

(e) Payment of PerformanceCompensation Awards.

(i) Condition to Receiptof Payment. Unless otherwise provided in the applicable Award agreement, a Participant must be employed by the Company on the last day of a Performance Period to be eligible for payment in respect of a Performance Compensation Award for such Performance Period.

(ii) Limitation. A Participant shall be eligible to receive payment in respect of a Performance Compensation Award only to the extent that: (A) the Performance Goals for such period are achieved; and (B) all or some of the portion of such Participant’s Performance Compensation Award has been earned for the Performance Period based on the application of the Performance Formula to such achieved Performance Goals.

(iii) Certification. Following the completion of a Performance Period, the Committee shall review and certify in writing whether, and to what extent, the Performance Goals for the Performance Period have been achieved and, if so, calculate and certify in writing that amount of the Performance Compensation Awards earned for the period based upon the Performance Formula. The Committee shall then determine the amount of each Participant’s Performance Compensation Award actually payable for the Performance Period and, in so doing, may apply Negative Discretion.

(iv) Use of NegativeDiscretion. In determining the actual amount of an individual Participant’s Performance Compensation Award for a Performance Period, the Committee may reduce or eliminate the amount of the Performance Compensation Award earned under the Performance Formula in the Performance Period through the use of Negative Discretion if, in its sole judgment, such reduction or elimination is appropriate. The Committee shall not have the discretion, except as is otherwise provided in this Plan, to (A) grant or provide payment in respect of Performance Compensation Awards for a Performance Period if the Performance Goals for such Performance Period have not been attained; or (B) increase a Performance Compensation Award above the applicable limitations set forth in Section 5 of this Plan.

(f) Timing of Award Payments. Performance Compensation Awards granted for a Performance Period shall be paid to Participants as soon as administratively practicable following completion of the certifications required by this Section 11, but in no event later than two-and-one-half months following the end of the fiscal year during which the Performance Period is completed in order to comply with the short-term deferral rules under Section 1.409A-1(b)(4) of the Treasury Regulations. Notwithstanding the foregoing, payment of a Performance Compensation Award may be delayed, as permitted by Section 1.409A-2(b)(7)(i) of the Treasury Regulations, to the extent that the Company reasonably anticipates that if such payment were made as scheduled, the Company’s tax deduction with respect to such payment would not be permitted due to the application of Section 162(m) of the Code.

Changes in CapitalStructure and Similar Events. In the event of (a) any dividend or other distribution (whether in the form of cash, Ordinary shares, other securities or other property), recapitalization, stock split, reverse share split, reorganization, merger, amalgamation, consolidation, split-up, split-off, combination, repurchase or exchange of Ordinary shares or other securities of the Company, issuance of warrants or other rights to acquire Ordinary shares or other securities of the Company, or other similar corporate transaction or event (including, without limitation, a Change in Control) that affects the Ordinary shares, or (b) unusual or nonrecurring events (including, without limitation, a Change in Control) affecting the Company, any Affiliate, or the financial statements of the Company or any Affiliate, or changes in applicable rules, rulings, regulations or other requirements of any governmental body or securities exchange or inter-dealer quotation system, accounting principles or law, such that in either case an adjustment is determined by the Committee in its sole discretion to be necessary or appropriate, then the Committee shall make any such adjustments that are equitable, including without limitation any or all of the following:

(i) adjusting any or all of (A) the number of Ordinary shares or other securities of the Company (or number and kind of other securities or other property) that may be delivered in respect of Awards or with respect to which Awards may be granted under this Plan (including, without limitation, adjusting any or all of the limitations under Section 5 of this Plan) and (B) the terms of any outstanding Award, including, without limitation, (1) the number of Ordinary shares or other securities of the Company (or number and kind of other securities or other property) subject to outstanding Awards or to which outstanding Awards relate, (2) the Exercise Price or Strike Price with respect to any Award or (3) any applicable performance measures (including, without limitation, Performance Criteria and Performance Goals);

(ii) providing for a substitution or assumption of Awards, accelerating the exercisability of, lapse of restrictions on, or termination of, Awards or providing for a period of time for exercise prior to the occurrence of such event; and

(iii) subject to the requirements of Section 409A of the Code, canceling any one or more outstanding Awards and causing to be paid to the holders thereof, in cash, Ordinary shares, other securities or other property, or any combination thereof, the value of such Awards, if any, as determined by the Committee (which if applicable may be based upon the price per Ordinary share received or to be received by other shareholders of the Company in such event), including without limitation, in the case of an outstanding Option or SAR, a cash payment in an amount equal to the excess, if any, of the fair market value (as of a date specified by the Committee) of the Ordinary shares subject to such Option or SAR over the aggregate Exercise Price or Strike Price of such Option or SAR, respectively (it being understood that, in such event, any Option or SAR having a per share Exercise Price or Strike Price equal to, or in excess of, the fair market value of a Ordinary share subject thereto may be canceled and terminated without any payment or consideration therefor);

provided, however, that in the case of any “equity restructuring” (within the meaning of the Financial Accounting Standards Board Statement of Financial Accounting Standards No. 123 (revised 2004) or ASC Topic 718, or any successor thereto), the Committee shall make an equitable or proportionate adjustment to outstanding Awards to reflect such equity restructuring. Any adjustment in Incentive Stock Options under this Section 12 (other than any cancellation of Incentive Stock Options) shall be made only to the extent not constituting a “modification” within the meaning of Section 424(h)(3) of the Code, and any adjustments under this Section 12 shall be made in a manner that does not adversely affect the exemption provided pursuant to Rule 16b-3 under the Exchange Act. The Company shall give each Participant notice of an adjustment hereunder and, upon notice, such adjustment shall be conclusive and binding for all purposes.

Effect of Change inControl. Except to the extent otherwise provided in an Award agreement or as determined by the Committee in its sole discretion, in the event of a Change in Control, notwithstanding any provision of this Plan to the contrary, with respect to all or any portion of a particular outstanding Award or Awards:

(a) all of the then outstanding Options and SARs may immediately vest and may become immediately exercisable as of a time prior to the Change in Control;

(b) the Restricted Period may expire as of a time prior to the Change in Control (including without limitation a waiver of any applicable Performance Goals);

(c) Performance Periods in effect on the date the Change in Control occurs may end on such date, and the Committee (i) shall determine the extent to which Performance Goals with respect to each such Performance Period have been met based upon such audited or unaudited financial information or other information then available as it deems relevant and (ii) may cause the Participant to receive partial or full payment of Awards for each such Performance Period based upon the Committee’s determination of the degree of attainment of the Performance Goals, or assuming that the applicable “target” levels of performance have been attained or on such other basis determined by the Committee.

To the extent practicable, any actions taken by the Committee under the immediately preceding clauses (a) through (c) shall occur in a manner and at a time which allows affected Participants the ability to participate in the Change in Control transactions with respect to the Ordinary shares subject to their Awards. In the event no action is taken by the Committee to allow for the changes set forth in immediately preceding clauses (a) through (c), then no changes to the Award shall be effected.

Amendments and Termination.

(a) Amendment and Terminationof this Plan. The Board may amend, alter, suspend, discontinue, or terminate this Plan or any portion thereof at any time; provided, that (i) no amendment to the definition of Eligible Employee in Section 2, Section 5(i), Section 11(c) or Section 14(b) (to the extent required by the proviso in such Section 14(b)) shall be made without shareholder approval and (ii) no such amendment, alteration, suspension, discontinuation or termination shall be made without shareholder approval if such approval is necessary to comply with any tax or regulatory requirement applicable to this Plan (including, without limitation, as necessary to comply with any rules or requirements of any securities exchange or inter-dealer quotation system on which the Ordinary shares may be listed or quoted or to prevent the Company from being denied a tax deduction under Section 162(m) of the Code); and, provided, further, that any such amendment, alteration, suspension, discontinuance or termination that would materially and adversely affect the rights of any Participant or any holder or beneficiary of any Award theretofore granted shall not to that extent be effective without the prior written consent of the affected Participant, holder or beneficiary.

(b) Amendment of AwardAgreements. The Committee may, to the extent consistent with the terms of any applicable Award agreement, waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any Award theretofore granted or the associated Award agreement, prospectively or retroactively; provided, however that any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would materially and adversely affect the rights of any Participant with respect to any Award theretofore granted shall not to that extent be effective without the consent of the affected Participant; and, provided,further, that without shareholder approval, except as otherwise permitted under Section 12 of this Plan, (i) no amendment or modification may reduce the Exercise Price of any Option or the Strike Price of any SAR, (ii) the Committee may not cancel any outstanding Option or SAR and replace it with a new Option or SAR, another Award or cash or take any action that would have the effect of treating such Award as a new Award for tax or accounting purposes and (iii) the Committee may not take any other action that is considered a “repricing” for purposes of the shareholder approval rules of the applicable securities exchange or inter-dealer quotation system on which the Ordinary shares are listed or quoted.

General.

(a) Award Agreements. Each Award under this Plan shall be evidenced by an Award agreement, which shall be delivered to the Participant (whether in paper or electronic medium (including email or the posting on a web site maintained by the Company or a third party under contract with the Company)) and shall specify the terms and conditions of the Award and any rules applicable thereto, including without limitation, the effect on such Award of the death, Disability or termination of employment or service of a Participant, or of such other events as may be determined by the Committee. The Company’s failure to specify any term of any Award in any particular Award agreement shall not invalidate such term, provided such terms was duly adopted by the Board or the Committee.

(b) Nontransferability;Trading Restrictions.

(i) Each Award shall be exercisable only by a Participant during the Participant’s lifetime, or, if permissible under applicable law, by the Participant’s legal guardian or representative. No Award may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a Participant other than by will or by the laws of descent and distribution and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or an Affiliate; provided that the designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance.

(ii) Notwithstanding the foregoing, the Committee may, in its sole discretion, permit Awards (other than Incentive Stock Options) to be transferred by a Participant, with or without consideration, subject to such rules as the Committee may adopt consistent with any applicable Award agreement to preserve the purposes of this Plan, to: (A) any person who is a “family member” of the Participant, as such term is used in the instructions to Form S-8 under the Securities Act (collectively, the “Immediate Family Members”); (B) a trust solely for the benefit of the Participant and his or her Immediate Family Members; or (C) a partnership or limited liability company whose only partners or shareholders are the Participant and his or her Immediate Family Members; or (D) any other transferee as may be approved either (I) by the Board or the Committee in its sole discretion, or (II) as provided in the applicable Award agreement (each transferee described in clauses (A), (B) (C) and (D) above is hereinafter referred to as a “Permitted Transferee”); provided, that the Participant gives the Committee advance written notice describing the terms and conditions of the proposed transfer and the Committee notifies the Participant in writing that such a transfer would comply with the requirements of this Plan.

(i) The terms of any Award transferred in accordance with the immediately preceding sentence shall apply to the Permitted Transferee and any reference in this Plan, or in any applicable Award agreement, to a Participant shall be deemed to refer to the Permitted Transferee, except that (A) Permitted Transferees shall not be entitled to transfer any Award, other than by will or the laws of descent and distribution; (B) Permitted Transferees shall not be entitled to exercise any transferred Option unless there shall be in effect a registration statement on an appropriate form covering the Ordinary shares to be acquired pursuant to the exercise of such Option if the Committee determines, consistent with any applicable Award agreement, that such a registration statement is necessary or appropriate; (C) the Committee or the Company shall not be required to provide any notice to a Permitted Transferee, whether or not such notice is or would otherwise have been required to be given to the Participant under this Plan or otherwise; and (D) the consequences of the termination of the Participant’s employment by, or services to, the Company or an Affiliate under the terms of this Plan and the applicable Award agreement shall continue to be applied with respect to the Participant, including, without limitation, that an Option shall be exercisable by the Permitted Transferee only to the extent, and for the periods, specified in this Plan and the applicable Award agreement.

(iii) The Committee shall have the right, either on an Award-by-Award basis or as a matter of policy for all Awards or one or more classes of Awards, to condition the delivery of vested Ordinary shares received in connection with such Award on the Participant’s agreement to such restrictions as the Committee may determine.

(c) Tax Withholding.

(i) A Participant shall be required to pay to the Company or any Affiliate, or the Company or any Affiliate shall have the right and is hereby authorized to withhold, from any cash, Ordinary shares, other securities or other property deliverable under any Award or from any compensation or other amounts owing to a Participant, the amount (in cash, Ordinary shares, other securities or other property) of any required withholding taxes in respect of an Award, its exercise, or any payment or transfer under an Award or under this Plan and to take such other action as may be necessary in the opinion of the Committee or the Company to satisfy all obligations for the payment of such withholding and taxes.

(ii) Without limiting the generality of clause (i) above, the Committee may, in its sole discretion, permit a Participant to satisfy, in whole or in part, the foregoing withholding liability by (A) the delivery of Ordinary shares (which are not subject to any pledge or other security interest and are Mature Shares) owned by the Participant having a fair market value equal to such withholding liability or (B) having the Company withhold from the number of Ordinary shares otherwise issuable or deliverable pursuant to the exercise or settlement of the Award a number of shares with a fair market value equal to such withholding liability (but no more than the minimum required statutory withholding liability).

(d) No Claim to Awards;No Rights to Continued Employment; Waiver. No employee of the Company or an Affiliate, or other person, shall have any claim or right to be granted an Award under this Plan or, having been selected for the grant of an Award, to be selected for a grant of any other Award. There is no obligation for uniformity of treatment of Participants or holders or beneficiaries of Awards. The terms and conditions of Awards and the Committee’s determinations and interpretations with respect thereto need not be the same with respect to each Participant and may be made selectively among Participants, whether or not such Participants are similarly situated. Neither this Plan nor any action taken hereunder shall be construed as giving any Participant any right to be retained in the employ or service of the Company or an Affiliate, nor shall it be construed as giving any Participant any rights to continued service on the Board. The Company or any of its Affiliates may at any time dismiss a Participant from employment or discontinue any consulting relationship, free from any liability or any claim under this Plan, unless otherwise expressly provided in this Plan or any Award agreement. By accepting an Award under this Plan, a Participant shall thereby be deemed to have waived any claim to continued exercise or vesting of an Award or to damages or severance entitlement related to non-continuation of the Award beyond the period provided under this Plan or any Award agreement, notwithstanding any provision to the contrary in any written employment contract or other agreement between the Company and its Affiliates and the Participant, whether any such agreement is executed before, on or after the Date of Grant.

(e) International Participants. With respect to Participants who reside or work outside of the United States of America and who are not (and who are not expected to be) “covered employees” within the meaning of Section 162(m) of the Code, the Committee may in its sole discretion amend the terms of this Plan or outstanding Awards (or establish a sub-plan) with respect to such Participants in order to conform such terms with the requirements of local law or to obtain more favorable tax or other treatment for a Participant, the Company or its Affiliates.

(f) Designationand Change of Beneficiary. Each Participant may file with the Committee a written designation of one or more persons as the beneficiary(ies) who shall be entitled to receive the amounts payable with respect to an Award, if any, due under this Plan upon his or her death. A Participant may, from time to time, revoke or change his or her beneficiary designation without the consent of any prior beneficiary by filing a new designation with the Committee. The last such designation filed with the Committee shall be controlling; provided,however, that no designation, or change or revocation thereof, shall be effective unless received by the Committee prior to the Participant’s death, and in no event shall it be effective as of a date prior to such receipt. If no beneficiary designation is filed by a Participant, the beneficiary shall be deemed to be his or her spouse or, if the Participant is unmarried at the time of death, his or her estate. Upon the occurrence of a Participant’s divorce (as evidenced by a final order or decree of divorce), any spousal designation previously given by such Participant shall automatically terminate.

(g) Termination of Employment/Service. Unless determined otherwise by the Committee at any point following such event: (i) neither a temporary absence from employment or service due to illness, vacation or leave of absence nor a transfer from employment or service with the Company to employment or service with an Affiliate (or vice-versa) shall be considered a termination of employment or service with the Company or an Affiliate; and (ii) if a Participant’s employment with the Company and its Affiliates terminates, but such Participant continues to provide services to the Company and its Affiliates in a non-employee capacity (or vice-versa), such change in status shall not be considered a termination of employment with the Company or an Affiliate.

(h) No Rights asa Shareholder. Except as otherwise specifically provided in this Plan or any Award agreement, no person shall be entitled to the privileges of ownership in respect of Ordinary shares that are subject to Awards hereunder until such shares have been issued or delivered to that person.

(i) Government and OtherRegulations.

(i) The obligation of the Company to settle Awards in Ordinary shares or other consideration shall be subject to all applicable laws, rules, and regulations, and to such approvals by governmental agencies as may be required. Notwithstanding any terms or conditions of any Award to the contrary, the Company shall be under no obligation to offer to sell or to sell, and shall be prohibited from offering to sell or selling, any Ordinary shares pursuant to an Award unless such shares have been properly registered for sale pursuant to the Securities Act with the Securities and Exchange Commission or unless the Company has received an opinion of counsel, satisfactory to the Company, that such shares may be offered or sold without such registration pursuant to an available exemption therefrom and the terms and conditions of such exemption have been fully complied with. The Company shall be under no obligation to register for sale under the Securities Act any of the Ordinary shares to be offered or sold under this Plan. The Committee shall have the authority to provide that all certificates for Ordinary shares or other securities of the Company or any Affiliate delivered under this Plan shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under this Plan, the applicable Award agreement, the federal securities laws, or the rules, regulations and other requirements of the Securities and Exchange Commission, any securities exchange or inter-dealer quotation system upon which such shares or other securities are then listed or quoted and any other applicable federal, state, local or non-U.S. laws, and, without limiting the generality of Section 9 of this Plan, the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. Notwithstanding any provision in this Plan to the contrary, the Committee reserves the right to add any additional terms or provisions to any Award granted under this Plan that it in its sole discretion deems necessary or advisable in order that such Award complies with the legal requirements of any governmental entity to whose jurisdiction the Award is subject.

(ii) The Committee may cancel an Award or any portion thereof if it determines, in its sole discretion, that legal or contractual restrictions and/or blockage and/or other market considerations would make the Company’s acquisition of Ordinary shares from the public markets, the Company’s issuance of Ordinary shares to the Participant, the Participant’s acquisition of Ordinary shares from the Company and/or the Participant’s sale of Ordinary shares to the public markets, illegal, impracticable or inadvisable. If the Committee determines to cancel all or any portion of an Award in accordance with the foregoing, unless doing so would violate Section 409A of the Code, the Company shall pay to the Participant an amount equal to the excess of (A) the aggregate fair market value of the Ordinary shares subject to such Award or portion thereof canceled (determined as of the applicable exercise date, or the date that the shares would have been vested or delivered, as applicable), over (B) the aggregate Exercise Price or Strike Price (in the case of an Option or SAR, respectively) or any amount payable as a condition of delivery of Ordinary shares (in the case of any other Award). Such amount shall be delivered to the Participant as soon as practicable following the cancellation of such Award or portion thereof. The Committee shall have the discretion to consider and take action to mitigate the tax consequence to the Participant in cancelling an Award in accordance with this clause.

(j) Payments to PersonsOther Than Participants. If the Committee shall find that any person to whom any amount is payable under this Plan is unable to care for his affairs because of illness or accident, or is a minor, or has died, then any payment due to such person or his estate (unless a prior claim therefor has been made by a duly appointed legal representative) may, if the Committee so directs the Company, be paid to his spouse, child, relative, an institution maintaining or having custody of such person, or any other person deemed by the Committee to be a proper recipient on behalf of such person otherwise entitled to payment. Any such payment shall be a complete discharge of the liability of the Committee and the Company therefor.

(k) Nonexclusivity ofthis Plan. Neither the adoption of this Plan by the Board nor the submission of this Plan to the shareholders of the Company for approval shall be construed as creating any limitations on the power of the Board to adopt such other incentive arrangements as it may deem desirable, including, without limitation, the granting of stock options or other equity-based awards otherwise than under this Plan, and such arrangements may be either applicable generally or only in specific cases.

(l) No Trust or Fund Created. Neither this Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any Affiliate, on the one hand, and a Participant or other person or entity, on the other hand. No provision of this Plan or any Award shall require the Company, for the purpose of satisfying any obligations under this Plan, to purchase assets or place any assets in a trust or other entity to which contributions are made or otherwise to segregate any assets, nor shall the Company maintain separate bank accounts, books, records or other evidence of the existence of a segregated or separately maintained or administered fund for such purposes. Participants shall have no rights under this Plan other than as general unsecured creditors of the Company, except that insofar as they may have become entitled to payment of additional compensation by performance of services, they shall have the same rights as other employees under general law.

(m) Reliance on Reports. Each member of the Committee and each member of the Board shall be fully justified in acting or failing to act, as the case may be, and shall not be liable for having so acted or failed to act in good faith, in reliance upon any report made by the independent public accountant of the Company and its Affiliates and/or any other information furnished in connection with this Plan by any agent of the Company or the Committee or the Board, other than himself.

(n) Relationship to OtherBenefits. No payment under this Plan shall be taken into account in determining any benefits under any pension, retirement, profit sharing, group insurance or other benefit plan of the Company except as otherwise specifically provided in such other plan.

(o) Governing Law. The Plan shall be governed by and construed in accordance with the internal laws of the Cayman Islands, without giving effect to the conflict of laws provisions.

(p) Severability. If any provision of this Plan or any Award or Award agreement is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any person or entity or Award, or would disqualify this Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable laws in the manner that most closely reflects the original intent of the Award or the Plan, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of this Plan or the Award, such provision shall be construed or deemed stricken as to such jurisdiction, person or entity or Award and the remainder of this Plan and any such Award shall remain in full force and effect.

(q) ObligationsBinding on Successors. The obligations of the Company under this Plan shall be binding upon any successor corporation or organization resulting from the merger, amalgamation, consolidation or other reorganization of the Company, or upon any successor corporation or organization succeeding to substantially all of the assets and business of the Company.

(r) Code Section 162(m)Approval. If so determined by the Committee, the provisions of this Plan regarding Performance Compensation Awards shall be disclosed and reapproved by shareholders no later than the first shareholder meeting that occurs in the fifth year following the year in which shareholders previously approved such provisions, in each case in order for certain Awards granted after such time to be exempt from the deduction limitations of Section 162(m) of the Code. Nothing in this clause, however, shall affect the validity of Awards granted after such time if such shareholder approval has not been obtained.

(s) Expenses; Gender;Titles and Headings. The expenses of administering this Plan shall be borne by the Company and its Affiliates. Masculine pronouns and other words of masculine gender shall refer to both men and women. The titles and headings of the sections in this Plan are for convenience of reference only, and in the event of any conflict, the text of this Plan, rather than such titles or headings shall control.

(t) Other Agreements. Notwithstanding the above, the Committee may require, as a condition to the grant of and/or the receipt of Ordinary shares under an Award, that the Participant execute lock-up, shareholder or other agreements, as it may determine in its sole and absolute discretion.

*(u) Section 409A.*The Plan and all Awards granted hereunder are intended to comply with, or otherwise be exempt from, the requirements of Section 409A of the Code. The Plan and all Awards granted under this Plan shall be administered, interpreted, and construed in a manner consistent with Section 409A of the Code to the extent necessary to avoid the imposition of additional taxes under Section 409A(a)(1)(B) of the Code. Notwithstanding anything in this Plan to the contrary, in no event shall the Committee exercise its discretion to accelerate the payment or settlement of an Award where such payment or settlement constitutes deferred compensation within the meaning of Section 409A of the Code unless, and solely to the extent that, such accelerated payment or settlement is permissible under Section 1.409A-3(j)(4) of the Treasury Regulations. If a Participant is a “specified employee” (within the meaning of Section 1.409A-1(i) of the Treasury Regulations) at any time during the twelve (12)-month period ending on the date of his termination of employment, and any Award hereunder subject to the requirements of Section 409A of the Code is to be satisfied on account of the Participant’s termination of employment, satisfaction of such Award shall be suspended until the date that is six (6) months after the date of such termination of employment.

(v) Payments. Participants shall be required to pay, to the extent required by applicable law, any amounts required to receive Ordinary shares under any Award made under this Plan.