Vertical Aerospace 6-K 披露年度股东大会结果：Mudrick 获董事提名/同意权、员工期权行权价下调至1.30美元，删除创始人相关条款议案未通过

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6-K
1
tm2625179d1_6k.htm
FORM 6-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO SECTION 13A-16 OR 15D-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of September 2026
Commission
File Number:
001-41169
Vertical Aerospace Ltd.
(Exact Name of Registrant as Specified in Its
Charter)
Unit 1 Camwal Court, Chapel Street
Bristol BS2 0UW
United Kingdom
(Address of principal executive
office)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Form 20-F
x
Form
40-F
¨
INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K
On September 11, 2026, Vertical Aerospace Ltd.
(the “Company”) held its Annual General Meeting of Shareholders (the “AGM”), at which holders of 91,888,684 of
the Company’s ordinary shares, par value $0.001 per share (the “Ordinary Shares”) and holders of 27,000 of the Company’s
Series A convertible preferred shares, par value $0.001 per share with a stated value equal to $1,000, voting as a single class with
the holders of the Ordinary Shares (the “Series A Preferred Shares” and, together with the Ordinary Shares, the “Voting
Shares”), were present in person or by proxy, representing approximately 56.71% of the voting power of the Voting Shares at the
close of business on August 18, 2026, which was the record date (the “Record Date”) for determining the shareholders entited
to vote at the AGM. Such percentage of the voting power of the Voting Shares is based on the sum of (i) 168,640,928 Ordinary Shares issued
and outstanding as of the Record Date (excluding treasury shares and earnout shares subject to voting restrictions), and (ii) 8,667,047
Ordinary Shares into which the 27,000 Series A Preferred Shares issued and oustanding as of the Record Date would have been convertible
as of the Record Date, subject to a 4.99% beneficial ownership limitation. The Company’s shareholders of record as of the close
of business on the Record Date are referred to herein as “Shareholders.”
A summary of the voting results at the AGM for
each of the proposals is set forth below.
Proposal 1
The Shareholders ratified, by ordinary resolution,
the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending
December 31, 2026.
The voting results for such proposal were as
follows:
For
Against
Abstain
100,161,304
185,817
208,610
Proposal 2
The
Shareholders
approved, by ordinary resolution, that the Vertical Aerospace Ltd. 2021 Incentive Award Plan (the “Plan”),
be amended to increase the number of shares (or share-based instruments) permitted to be issued under the Plan to employees of the Company
and its subsidiaries (excluding awards granted at any time to the Company’s Chief Executive Officer; or any Non-Employee Director)
by 2,767,806 shares.
The voting results for such proposal were as
follows:
For
Against
Abstain
87,105,505
13,188,260
261,966
Proposal 3
The
Shareholders approved, by ordinary resolution, the amendment of the terms of certain outstanding option awards granted under the Plan
to reduce the applicable exercise price from $3.50 or $5.82 per ordinary share, as applicable, to $1.30 per ordinary share
.
The voting results for such proposal were as
follows:
For
Against
Abstain
72,217,256
27,877,901
460,574
Proposal 4
The Shareholders approved, by special resolution,
with immediate effect, the amendment and restatement of the Company’s fifth amended and restated memorandum and articles of association
currently in effect (the “Articles”) in order to, among other matters, provide for certain director nomination rights, removal
rights and consent rights for Mudrick Capital Management, L.P., the Company’s largest shareholder, by adopting a sixth amended
and restated memorandum and articles of association (the “Sixth A&R M&A”).
The voting results for such proposal were as
follows:
For
Against
Abstain
99,046,123
813,104
696,504
The Sixth A&R M&A became effective immediately
upon its adoption by the Shareholders at the AGM, a copy of which is attached as Exhibit 3.1 hereto.
Proposal 5
Approval of the proposal to amend the Sixth A&R
M&A to reflect the removal of certain references relating to Stephen Fitzpatrick, by adopting a seventh amended and restated memorandum
and articles of association (the “Seventh A&R M&A”) called for each of (i) a special resolution of the Shareholders
voting in favor thereof, and (ii) all shares held, directly or indirectly, by Stephen Fitzpatrick as at the Record Date being voted in
favor thereof.
The voting results for such proposal were as
follows:
For
Against
Abstain
98,936,134
852,868
766,729
Nevertheless, because all shares held, directly
or indirectly, by Stephen Fitzpatrick as at the Record Date were
not
voted in favor thereof, such proposal was not approved. Accordingly,
the Seventh A&R M&A was not adopted, and the Sixth A&R M&A, which became effective immediately upon its adoption at the
AGM, remains in effect.
INCORPORATION BY REFERENCE
The
information included in this Report on Form 6-K
is hereby incorporated by reference into the Company’s Registration
Statement on Form F-3 (File No. 333-270756, File No. 333-284763, File No. 333-287207, File No. 333-292448, File
No. 333-295988, and File No. 333-297060 and File No. 333-298605) (including any prospectuses forming a part of such registration
statements) and to be a part thereof from the date on which this Report on Form 6-K is filed, to the extent not superseded by documents
or reports subsequently filed or furnished.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
Vertical
Aerospace Ltd.
Date: September 11, 2026
By:
/s/ Stuart Simpson
Stuart Simpson
Chief Executive Officer
EXHIBIT INDEX
Exhibit
No.
Description
3.1
Sixth
Amended and Restated Memorandum and Articles of Association

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EX-3.1
2
tm2625179d1_ex3-1.htm
EXHIBIT 3.1
Exhibit 3.1
THE COMPANIES ACT (AS REVISED)
OF THE CAYMAN ISLANDS
COMPANY LIMITED BY SHARES
SIXTH AMENDED AND RESTATED
MEMORANDUM AND ARTICLES OF ASSOCIATION
OF
VERTICAL AEROSPACE LTD.
(adopted
by special resolution dated ___________, 2026)
THE COMPANIES ACT (AS REVISED)
OF THE CAYMAN ISLANDS
COMPANY LIMITED BY SHARES
SIXTH AMENDED AND RESTATED
MEMORANDUM OF ASSOCIATION
OF
VERTICAL AEROSPACE LTD.
(adopted by special
resolution dated
___________,
2026)
1.
The name of the Company is Vertical Aerospace Ltd.
2.
The Registered Office of the Company shall be at the offices of Walkers Corporate Limited, 190 Elgin Avenue, George Town, Grand Cayman,
KY1-9008, Cayman Islands, or at such other place as the Directors may from time to time decide.
3.
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 the laws of the Cayman Islands.
4.
The liability of each Member is limited to the amount unpaid on such Member’s shares.
5.
The authorised share capital of the Company is US$1,010,000 divided into 1,000,000,000 ordinary shares of a par value of US$0.001
each and 10,000,000 preferred shares of a par value of US$0.001 each.
6.
The Company has 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.
7.
Capitalised terms that are not defined in this Sixth Amended and Restated Memorandum of Association bear the same meaning as those
given in the Sixth Amended and Restated Articles of Association of the Company.
THE COMPANIES ACT (AS REVISED)
OF THE CAYMAN ISLANDS
COMPANY LIMITED BY SHARES
SIXTH
AMENDED
AND RESTATED
ARTICLES OF ASSOCIATION
OF
VERTICAL AEROSPACE LTD.
(adopted
by special resolution dated ___________, 2026)
TABLE A
The Regulations contained or incorporated in Table 'A' in the First
Schedule of the Statute shall not apply to the Company and the following Articles shall comprise the Articles of Association of the Company.
1
Interpretation
1.1
In these Articles, unless otherwise defined, the defined terms shall have the meanings assigned to them as follows:
“
Applicable Law
”
means, with respect to any person, all provisions of laws, statutes, ordinances, rules, regulations, permits, certificates, judgments, decisions, decrees or orders of any governmental authority applicable to such person.
“
Appointed Director
”
has the meaning given to it in Article 30.2.
“
Articles
”
means these sixth amended and restated articles of association of the Company, as from time to time altered or added to in accordance with the Statute and these Articles.
“
Audit Committee
”
means the audit committee of the Board established pursuant to the Articles, or any successor committee.
“
Auditor
”
means the person for the time being performing the duties of auditor of the Company (if any).
“
beneficial owner
”
means a person who is a beneficial owner, as determined under Rule 13d-3 under the Exchange Act (and “
beneficially own
” and “
beneficially owned
” shall have correlative meaning); and, for all purposes under these Articles, a person’s “
beneficial ownership
” (or variations on such phrase) shall be determined and calculated in accordance with the provisions of Rule 13d-3, irrespective of whether or not such Rule is actually applicable in such circumstance.
“
Board
”
means the board of directors of the Company.
“
Business Day
”
means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorised or obligated by law to close in New York City.
“
Clearing House
”
means a clearing house recognised by the laws of the jurisdiction in which the Shares (or depositary receipts therefor) are listed or quoted on a stock exchange or interdealer quotation system in such jurisdiction.
“
Company
”
means the above named company.
“
Company’s Website
”
means the website of the Company, the address or domain name of which has been notified to Members.
“
Compensation Committee
”
means the compensation committee of the Board established pursuant to the Articles, or any successor committee.
“
Designated Stock Exchange
”
means any United States national securities exchange on which the securities of the Company are listed for trading, including the New York Stock Exchange.
“
Directors
”
means the directors for the time being of the Company.
“
Dividend
”
means any dividend (whether interim or final) resolved to be paid on shares pursuant to these Articles.
“
electronic communication
”
means a communication sent by electronic means, including electronic posting to the Company’s Website, transmission to any number, address or internet website (including the website of the SEC) or other electronic delivery methods as otherwise decided and approved by the Directors.
“
electronic record
”
has the same meaning as in the Electronic Transactions Act.
“
Electronic Transactions Act
”
means the Electronic Transactions Act (As Revised) of the Cayman Islands.
“
Exchange Act
”
means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC thereunder, all as the same shall be in effect at the time.
“
General Director
”
has the meaning given to it in Article 30.4.
“
Indenture
”
means the indenture, dated as of December 16, 2021, between, among others, the Company and U.S. Bank National Association as trustee and collateral agent, as amended and/or supplemented from time to time.
“
Independent Director
”
has the same meaning set forth in the rules and regulations of the Designated Stock Exchange and, solely insofar as applicable to members of the Company’s Audit Committee, in Rule 10A-3 under the Exchange Act, as the case may be.
“
MC
”
means Mudrick Capital Management, L.P. or any fund, investor, entity or account that is managed, sponsored or advised by Mudrick Capital Management, L.P. or its affiliates.
“
Member
”
has the same meaning given to it in the Statute.
“
Memorandum of Association
”
means the sixth amended and restated memorandum of association of the Company, as from time to time altered or added to in accordance with the Statute and these Articles.
“
Nominating and Corporate Governance Committee
”
means the nominating and corporate governance committee of the Board established pursuant to the Articles, or any successor committee.
“
Officer
”
means a person appointed to hold an office in the Company.
“
Ordinary Resolution
”
means (i) a resolution passed by a simple majority of votes cast by such Members as, being entitled to do so, vote in person or, in the case of any Member being an organisation, by its duly authorised representative or, where proxies are allowed, by proxy at a general meeting of the Company, or (ii) a unanimous written resolution.
“
Ordinary Share
”
means an ordinary share in the share capital of the Company of US$0.001 nominal or par value designated as Ordinary Shares, and having the rights provided for in these Articles.
“
Preferred Share
”
means a preferred share in the share capital of the Company of US$0.001 each nominal or par value designated as Preferred Shares, and having the rights provided for in these Articles.
“
Register of Members
”
means the register of Members maintained in accordance with the Statute and includes (except where otherwise stated) any branch or duplicate register of Members.
“
Registered Office
”
means the registered office for the time being of the Company.
“
Seal
”
means the common seal of the Company including any facsimile thereof.
“
SEC
”
means the United States Securities and Exchange Commission.
“
Securities Act
”
means the Securities Act of 1933 of the United States of America, as amended, and the rules and regulations of the SEC thereunder, all as the same shall be in effect at the time.
“
SF
”
means Stephen Fitzpatrick.
“
Share
”
means any share in the capital of the Company, including the Ordinary Shares, Preferred Shares and shares of other classes.
“
signed
”
means a signature or representation of a signature affixed by mechanical means or an electronic symbol or process attached to or logically associated with an electronic communication and executed or adopted by a person with the intent to sign the electronic communication.
“
Special Resolution
”
means (i) a resolution passed by not less than two-thirds of votes cast by such Members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of which notice specifying the intention to propose the resolution as a special resolution, has been duly given or (ii) a unanimous written resolution,
provided
that (1) any resolution to amend these Articles that would adversely affect the rights provided under Article ‎30.11 shall only be passed if the Shares beneficially owned by SF are voted in favor of such Special Resolution and (2) any
resolution to amend these Articles that would adversely affect MC’s rights provided under Article 22(a), Article 23(a), Article ‎30, Article 32.3 or Article 32.10 shall be passed only if the Shares beneficially owned by MC are voted in favor of such Special Resolution.
“
Statute
”
means the Companies Act (As Revised) of the Cayman Islands.
“
Treasury Share
”
means a share held in the name of the Company as a treasury share in accordance with the Statute.
1.2
In these Articles, save where the context requires otherwise:
(a)
words importing the singular number include the plural number and vice versa;
(b)
words importing one gender include all other genders;
(c)
words importing persons include corporations as well as any other legal or natural person;
(d)
“written” and “in writing” include all modes of representing or reproducing words in visible form, including
in the form of an Electronic Record;
(e)
“shall” shall be construed as imperative and “may” shall be construed as permissive;
(f)
references to provisions of any law or regulation shall be construed as references to those provisions as amended, modified, re-enacted
or replaced;
(g)
any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression
shall be construed as illustrative and shall not limit the sense of the words preceding those terms;
(h)
the term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or”
in certain contexts in no respects qualifies or modifies the use of the terms “and” or “or” in others. The term
“or” shall not be interpreted to be exclusive and the term “and” shall not be interpreted to require the conjunctive
(in each case, unless the context otherwise requires);
(i)
headings are inserted for reference only and shall be ignored in construing the Articles;
(j)
any requirements as to delivery under the Articles include delivery in the form of an Electronic Record;
(k)
any requirements as to execution or signature under the Articles including the execution of the Articles themselves can be satisfied
in the form of an electronic signature as defined in the Electronic Transactions Act;
(l)
sections 8 and 19(3) of the Electronic Transactions Act shall not apply;
(m)
the term “clear days” in relation to the period of a notice means that period excluding the day when the notice is received
or deemed to be received and the day for which it is given or on which it is to take effect;
(n)
the term “holder” in relation to a Share means a person whose name is entered in the Register of Members as the holder
of such Share; and
(o)
references to “rules and regulations” shall be understood to give effect to any applicable exceptions or exemptions
claimed by or available to the Company.
2
Commencement of Business
2.1
The business of the Company may be commenced as soon after incorporation of the Company as the Directors shall see fit.
2.2
The Directors may pay, out of the capital or any other monies of the Company, all expenses incurred in or about the formation and
establishment of the Company, including the expenses of registration.
3
Issue of Shares and other Securities
3.1
Subject to the provisions, if any, in the Memorandum (and to any direction that may be given by the Company in general meeting) and,
where applicable, the rules and regulations of the Designated Stock Exchange, the SEC and/or any other competent regulatory authority
or otherwise under Applicable Law, and without prejudice to any rights attached to any existing Shares, the Directors may, in their absolute
discretion and without approval of the holders of Ordinary Shares, allot, issue, grant options over or otherwise dispose of shares (including
fractions of a share) with or without preferred, deferred or other rights or restrictions, whether in regard to Dividend or other distribution,
voting, return of capital or otherwise, any or all of which may be greater than the powers and rights associated with the Ordinary Shares,
to such persons, at such times and on such other terms as they think proper, which shall be conclusively evidenced by their approval of
the terms thereof, and may also (subject to the Statute and these Articles) vary such rights.
3.2
The Company may issue rights, options, warrants or convertible securities or securities of similar nature conferring the right upon
the holders thereof to subscribe for, purchase or receive any class of Shares or other securities in the Company on such terms as the
Directors may from time to time determine and for such purposes the Directors may reserve an appropriate number of Shares for the time
being unissued.
3.3
The Company shall not issue shares in bearer form and shall only issue shares as fully paid.
4
Ordinary Shares
4.1
The holders of the Ordinary Shares shall be:
(a)
entitled to dividends in accordance with the relevant provisions of these Articles;
(b)
entitled to and are subject to the provisions in relation to winding up of the Company provided for in these Articles; and
(c)
entitled to attend general meetings of the Company and shall be entitled to one vote for each Ordinary Share registered in his name
in the Register of Members, both in accordance with the relevant provisions of these Articles.
4.2
All Ordinary Shares shall rank
pari passu
with each other in all respects.
5
Preferred Shares
5.1
Preferred Shares may be issued from time to time in one or more series, each of such series to have such voting powers (full or limited
or without voting powers), designations, preferences and relative, participating, optional or other special rights and qualifications,
limitations or restrictions thereof as are stated and expressed, or in any resolution or resolutions providing for the issue of such series
adopted by the Directors as hereinafter provided.
5.2
Authority is hereby granted to the Directors, subject to the provisions of the Memorandum, these Articles and applicable law, to create
one or more series of Preferred Shares and, with respect to each such series, to fix by resolution or resolutions, without any further
vote or action by the Members of the Company providing for the issue of such series:
(a)
the number of Preferred Shares to constitute such series and the distinctive designation thereof;
(b)
the dividend rate on the Preferred Shares of such series, the dividend payment dates, the periods in respect of which dividends are
payable (“
Dividend Periods
”), whether such dividends shall be cumulative and, if cumulative, the date or dates from
which dividends shall accumulate;
(c)
whether the Preferred Shares of such series shall be convertible into, or exchangeable for, Shares of any other class or classes or
any other series of the same or any other class or classes of Shares and the conversion price or prices or rate or rates, or the rate
or rates at which such exchange may be made, with such adjustments, if any, as shall be stated and expressed or provided in such resolution
or resolutions;
(d)
the preferences, if any, and the amounts thereof, which the Preferred Shares of such series shall be entitled to receive upon the
winding up of the Company;
(e)
the voting power, if any, of the Preferred Shares of such series;
(f)
transfer restrictions and rights of first refusal with respect to the Preferred Shares of such series; and
(g)
such other terms, conditions, special rights and provisions as may seem advisable to the Directors.
5.3
Notwithstanding the fixing of the number of Preferred Shares constituting a particular series upon the issuance thereof, the Directors
at any time thereafter may authorise the issuance of additional Preferred Shares of the same series subject always to the Statute and
the Memorandum of Association.
5.4
No dividend shall be declared and set apart for payment on any series of Preferred Shares in respect of any Dividend Period unless
there shall likewise be or have been paid, or declared and set apart for payment, on all Preferred Shares of each other series entitled
to cumulative dividends at the time outstanding which rank senior or equally as to dividends with the series in question, dividends rateably
in accordance with the sums which would be payable on the said Preferred Shares through the end of the last preceding Dividend Period
if all dividends were declared and paid in full.
5.5
If, upon the winding up of the Company, the assets of the Company distributable among the holders of any one or more series of Preferred
Shares which (a) are entitled to a preference over the holders of the Ordinary Shares upon such winding up; and (b) rank equally
in connection with any such distribution, shall be insufficient to pay in full the preferential amount to which the holders of such Preferred
Shares shall be entitled, then such assets, or the proceeds thereof, shall be distributed among the holders of each such series of the
Preferred Shares rateably in accordance with the sums which would be payable on such distribution if all sums payable were discharged
in full.
6
Register of Members
6.1
The Company shall maintain or cause to be maintained the Register of Members in accordance with the Statute,
provided
that
for so long as the securities of the Company are listed for trading on the Designated Stock Exchange, title to such securities may be
evidenced and transferred in accordance with the laws applicable to and the rules and regulations of the Designated Stock Exchange.
6.2
The Directors may determine that the Company shall maintain one or more branch registers of Members in accordance with the Statute.
The Directors may also determine which register of Members shall constitute the principal register and which shall constitute the branch
register or registers, and to vary such determination from time to time.
7
Closing Register of Members or Fixing Record Date
7.1
For the purpose of determining Members entitled to notice of, or to vote at any meeting of Members or any adjournment thereof, or
Members entitled to receive payment of any Dividend or other distribution, or in order to make a determination of Members for any other
purpose, the Directors may, after notice has been given by advertisement in an appointed newspaper or any other newspaper or by any other
means in accordance with the rules and regulations of the Designated Stock Exchange, the SEC and/or any other competent regulatory
authority or otherwise under Applicable Law, provide that the Register of Members shall be closed for transfers for a stated period which
shall not in any case exceed forty days.
7.2
In lieu of, or apart from, closing the Register of Members, the Directors may fix in advance or arrears a date as the record date
for any such determination of Members entitled to notice of, or to vote at any meeting of the Members or any adjournment thereof, or for
the purpose of determining the Members entitled to receive payment of any Dividend or other distribution, or in order to make a determination
of Members for any other purpose.
7.3
If the Register of Members is not so closed and no record date is fixed for the determination of Members entitled to notice of, or
to vote at, a meeting of Members or Members entitled to receive payment of a Dividend or other distribution, the date on which notice
of the meeting is sent or the date on which the resolution of the Directors resolving to pay such Dividend or other distribution is passed,
as the case may be, shall be the record date for such determination of Members. When a determination of Members entitled to vote at any
meeting of Members has been made as provided in this Article, such determination shall apply to any adjournment thereof.
8
Certificates for Shares
8.1
A Member shall only be entitled to a share certificate if the Directors resolve that share certificates shall be issued. Share certificates
representing Shares, if any, shall be in such form as the Directors may determine. Share certificates shall be signed by one or more Directors
or other person authorised by the Directors. The Directors may authorise certificates to be issued with the authorised signature(s) affixed
by mechanical process. All certificates for Shares shall be consecutively numbered or otherwise identified and shall specify the Shares
to which they relate. All certificates surrendered to the Company for transfer shall be cancelled and, subject to the Articles, no new
certificate shall be issued until the former certificate representing a like number of relevant Shares shall have been surrendered and
cancelled.
8.2
The Company shall not be bound to issue more than one certificate for Shares held jointly by more than one person and delivery of
a certificate to one joint holder shall be a sufficient delivery to all of them.
8.3
If a share certificate is defaced, worn out, lost or destroyed, it may be renewed on such terms (if any) as to evidence and indemnity
and on the payment of such expenses reasonably incurred by the Company in investigating evidence, as the Directors may prescribe, and
(in the case of defacement or wearing out) upon delivery of the old certificate.
8.4
Every share certificate sent in accordance with the Articles will be sent at the risk of the Member or other person entitled to the
certificate. The Company will not be responsible for any share certificate lost or delayed in the course of delivery.
8.5
Share certificates shall be issued within the relevant time limit as prescribed by the Statute, if applicable, or as the rules and
regulations of the Designated Stock Exchange, the SEC and/or any other competent regulatory authority or otherwise under Applicable Law
may from time to time determine, whichever is shorter, after the allotment or, except in the case of a Share transfer which the Company
is for the time being entitled to refuse to register and does not register, after lodgement of a Share transfer with the Company.
9
Transfer of Shares
9.1
Subject to the terms of the Articles, any Member may transfer all or any of his Shares by an instrument of transfer provided that
such transfer complies with the rules and regulations of the Designated Stock Exchange, the SEC and/or any other competent regulatory
authority or otherwise under Applicable Law. If the Shares in question were issued in conjunction with rights, options or warrants issued
pursuant to the Articles on terms that one cannot be transferred without the other, the Directors shall refuse to register the transfer
of any such Share without evidence satisfactory to them (acting reasonably) of the like transfer of such option or warrant.
9.2
The instrument of transfer of any Share shall be in writing in the usual or common form or in a form prescribed by the rules and
regulations of the Designated Stock Exchange, the SEC and/or any other competent regulatory authority or otherwise under Applicable Law
or in any other form approved by the Directors and shall be executed by or on behalf of the transferor (and if the Directors so require,
signed by or on behalf of the transferee) and may be under hand or, if the transferor or transferee is a Clearing 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. The transferor
shall be deemed to remain the holder of a Share until the name of the transferee is entered in the Register of Members.
9.3
The Directors may, in their absolute discretion, decline to register any transfer of Shares, subject to any applicable requirements
imposed from time to time by the Commission and the Designated Stock Exchange.
10
Redemption, Purchase and Surrender of Shares, Treasury Shares
10.1
Subject to the provisions, if any, in these Articles, the Memorandum, applicable law, including the Statute, and the rules and
regulations of the Designated Stock Exchange, the SEC and/or any other competent regulatory authority or otherwise under Applicable Law,
the Company may:
(a)
issue shares on terms that they are to be redeemed or are liable to be redeemed at the option of the Company or the Member on such
terms and in such manner as the Directors may, before the issue of such shares, determine; and
(b)
purchase its own shares (including any redeemable shares) in such manner and on such other terms as the Directors may agree with the
relevant Member,
provided
that, the manner of purchase is in accordance with any applicable requirements imposed from time to time
by the Designated Stock Exchange, the SEC and/or any other competent regulatory authority or otherwise under Applicable Law;
10.2
For the avoidance of doubt, redemptions, repurchases and surrenders of Shares in the circumstances described in the Article above
shall not require further approval of the Members.
10.3
The Company may make a payment in respect of the redemption or purchase of its own shares in any manner permitted by the Statute,
including out of capital.
10.4
The Directors may accept the surrender for no consideration of any fully paid share.
10.5
The Directors may, prior to the purchase, redemption or surrender of any Share, determine that such Share shall be held as a Treasury
Share.
10.6
The Directors may determine to cancel a Treasury Share or transfer a Treasury Share on such terms as they think proper (including,
without limitation, for nil consideration).
11
Variation of Rights Attaching to Shares
11.1
Subject to Article 3.1, if at any time the share capital of the Company is divided into different classes of shares, all or any
of the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may, whether or not
the Company is being wound up, be varied without the consent of the holders of the issued shares of that class where such variation is
considered by the Directors not to have a material adverse effect upon such rights; otherwise, any such variation shall be made only with
the consent in writing of the holders of not less than two thirds of the issued shares of that class, or with the sanction of a resolution
passed by a majority of not less than two thirds of the votes cast at a separate meeting of the holders of the shares of that class. For
the avoidance of doubt, the Directors reserve the right, notwithstanding that any such variation may not have a material adverse effect,
to obtain consent from the holders of shares of the relevant class. To any such meeting all the provisions of these Articles relating
to general meetings shall apply
mutatis mutandis,
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 and that any holder of shares of the class present in person or by proxy
may demand a poll.
11.2
For the purposes of a separate class meeting, the Directors may treat two or more or all the classes of 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 under consideration,
but in any other case shall treat them as separate classes of shares.
11.3
The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not, unless otherwise
expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares
ranking in priority to or
pari passu
therewith.
12
Commission on Sale of Shares
The Company may, in so far as the Statute permits, pay a
commission to any person in consideration of his subscribing or agreeing to subscribe (whether absolutely or conditionally) or procuring
or agreeing to procure subscriptions (whether absolutely or conditionally) for any shares. Such commissions may be satisfied by the payment
of cash and/or the issue of fully or partly paid-up shares. The Company may also on any issue of shares pay such brokerage as may be lawful.
13
Non-Recognition of Trusts
The
Company shall not
be bound by or compelled to recognise in any way (even when notified) any equitable, contingent, future or partial interest in any share,
or (except only as is otherwise provided by these Articles or the Statute) any other rights in respect of any share other than an absolute
right to the entirety thereof in the holder.
14
Lien on Shares
14.1
The Company shall have a first and paramount lien on all Shares (whether fully paid-up or not) registered in the name of a Member
(whether solely or jointly with others) for all debts, liabilities or engagements to or with the Company (whether presently payable or
not) by such Member or his estate, 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 registration of a transfer of any such
Share shall operate as a waiver of the Company’s lien thereon. The Company’s lien on a Share shall also extend to any amount
payable in respect of that Share.
14.2
The Company may sell, in such manner as the Directors think fit, any Shares on which the Company has a lien, if a sum in respect of
which the lien exists is presently payable, and is not paid within fourteen clear days after notice has been received or deemed to have
been received by the holder of the Shares, or to the person entitled to it in consequence of the death or bankruptcy of the holder, demanding
payment and stating that if the notice is not complied with the Shares may be sold.
14.3
To give effect to any such sale the Directors may authorise any person to execute an instrument of transfer of the Shares sold to,
or in accordance with the directions of, the purchaser. The purchaser or his nominee shall be registered as the holder of the Shares comprised
in any such transfer, and he shall not 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 in the sale or the exercise of the Company’s power of sale under the Articles.
14.4
The net proceeds of such sale after payment of costs, shall be applied in payment of such part of the amount in respect of which the
lien exists as is presently payable and any balance shall (subject to a like lien for sums not presently payable as existed upon the Shares
before the sale) be paid to the person entitled to the Shares at the date of the sale.
15
Call on Shares
15.1
Subject to the terms of the allotment and issue of any Shares, the Directors may make calls upon the Members in respect of any monies
unpaid on their Shares (whether in respect of par value or premium), and each Member shall (subject to receiving at least fourteen clear
days’ notice specifying the time or times of payment) pay to the Company at the time or times so specified the amount called on
the Shares. A call may be revoked or postponed, in whole or in part, as the Directors may determine. A call may be required to be paid
by instalments. 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.
15.2
A call shall be deemed to have been made at the time when the resolution of the Directors authorising such call was passed.
15.3
The joint holders of a Share shall be jointly and severally liable to pay all calls in respect thereof.
15.4
If a call remains unpaid after it has become due and payable, the person from whom it is due shall pay interest on the amount unpaid
from the day it became due and payable until it is paid at such rate as the Directors may determine (and in addition all expenses that
have been incurred by the Company by reason of such non-payment), but the Directors may waive payment of the interest or expenses wholly
or in part.
15.5
An amount payable in respect of a Share on issue or allotment or at any fixed date, whether on account of the par value of the Share
or premium or otherwise, shall be deemed to be a call and if it is not paid all the provisions of the Articles shall apply as if that
amount had become due and payable by virtue of a call.
15.6
The Directors may issue Shares with different terms as to the amount and times of payment of calls, or the interest to be paid.
15.7
The Directors may, if they think fit, receive an amount from any Member willing to advance all or any part of the monies uncalled
and unpaid upon any Shares held by him, and may (until the amount would otherwise become payable) pay interest at such rate as may be
agreed upon between the Directors and the Member paying such amount in advance.
15.8
No such amount paid in advance of calls shall entitle the Member paying such amount to any portion of a Dividend or other distribution
payable in respect of any period prior to the date upon which such amount would, but for such payment, become payable.
16
Forfeiture of Shares
16.1
If a call or instalment of a call remains unpaid after it has become due and payable the Directors may give to the person from whom
it is due not less than fourteen clear days’ notice requiring payment of the amount unpaid together with any interest which may
have accrued and any expenses incurred by the Company by reason of such non-payment. The notice shall specify where payment is to be made
and shall state that if the notice is not complied with the Shares in respect of which the call was made will be liable to be forfeited.
16.2
If the notice is not complied with, any Share in respect of which it was given may, before the payment required by the notice has
been made, be forfeited by a resolution of the Directors. Such forfeiture shall include all Dividends, other distributions or other monies
payable in respect of the forfeited Share and not paid before the forfeiture.
16.3
A forfeited Share may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the Directors think fit and
at any time before a sale, re-allotment or disposition the forfeiture may be cancelled on such terms as the Directors think fit. Where
for the purposes of its disposal a forfeited Share is to be transferred to any person the Directors may authorise some person to execute
an instrument of transfer of the Share in favour of that person.
16.4
A person any of whose Shares have been forfeited shall cease to be a Member in respect of them and shall surrender to the Company
for cancellation the certificate for the Shares forfeited and shall remain liable to pay to the Company all monies which at the date of
forfeiture were payable by him to the Company in respect of those Shares together with interest at such rate as the Directors may determine,
but his liability shall cease if and when the Company shall have received payment in full of all monies due and payable by him in respect
of those Shares.
16.5
A certificate in writing under the hand of one Director or Officer that a Share has been forfeited on a specified date shall be conclusive
evidence of the facts stated in it as against all persons claiming to be entitled to the Share. The certificate shall (subject to the
execution of an instrument of transfer) constitute a good title to the Share and the person to whom the Share is sold or otherwise disposed
of shall not be bound to see to the application of the purchase money, if any, nor shall his title to the Share be affected by any irregularity
or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the Share.
16.6
The provisions of the Articles as to forfeiture shall apply in the case of non payment of any sum which, by the terms of issue of
a Share, becomes payable at a fixed time, whether on account of the par value of the Share or by way of premium as if it had been payable
by virtue of a call duly made and notified.
17
Transmission of Shares
17.1
If a Member dies, the survivor or survivors (where he was a joint holder) or his legal personal representatives (where he was a sole
holder), shall be the only persons recognised by the Company as having any title to his shares. The estate of a deceased Member is not
thereby released from any liability in respect of any share, for which he was a joint or sole holder.
17.2
Any person becoming entitled to a share in consequence of the death or bankruptcy, liquidation or dissolution of a Member (or in any
other way than by transfer) may, upon such evidence being produced as may be required by the Directors, elect, by a notice in writing
sent by him to the Company, either to become the holder of such share or to have some person nominated by him registered as the holder
of such share. If he elects to have another person registered as the holder of such share he shall sign an instrument of transfer of that
share to that person. The Directors shall, in either case, have the same right to decline or suspend registration as they would have had
in the case of a transfer of the share by the relevant Member before his death or bankruptcy, liquidation or dissolution, as the case
may be.
17.3
A person becoming entitled to a share by reason of the death or bankruptcy or liquidation or dissolution of a Member (or in any other
case than by transfer) shall be entitled to the same Dividends, other distributions and other advantages to which he would be entitled
if he were the holder of such share. However, he shall not, before becoming a Member in respect of a share, be entitled in respect of
it to exercise any right conferred by membership in relation to general meetings of the Company and the Directors may at any time give
notice requiring any such person to elect either to be registered himself or to have some person nominated by him be registered as the
holder of the share (but the Directors shall, in either case, have the same right to decline or suspend registration as they would have
had in the case of a transfer of the share by the relevant Member before his death or bankruptcy or liquidation or dissolution or any
other case than by transfer, as the case may be). If the notice is not complied with within ninety days of being received or deemed to
be received (as determined pursuant to these Articles) the Directors may thereafter withhold payment of all Dividends, other distributions,
bonuses or other monies payable in respect of the share until the requirements of the notice have been complied with.
18
Alteration of Capital
18.1
Subject to these Articles, the Company may from time to time by Ordinary Resolution increase the share capital by such sum, to be
divided into shares of such classes and amount, as the resolution shall prescribe.
18.2
Subject to these Articles, the Company may by Ordinary Resolution:
(a)
consolidate and divide all or any of its share capital into shares of larger amount than its existing shares,
provided
that
the Directors shall have the power to deal with any fractions of a share that result from such a consolidation or division of its share
capital as they, in their absolute discretion and without approval of the holders of the Ordinary Shares, deem appropriate, including
but not limited to rounding up or rounding down such fractions of shares to the nearest whole share, repurchasing or arranging for the
sale of any or all of such fractions of shares (including by arranging through the Company’s agents for such fractions to be aggregated
and sold), or any combination of the foregoing;
(b)
sub-divide its existing shares, or any of them into shares of a smaller amount provided that in the subdivision the proportion between
the amount paid and the amount, if any, unpaid on each reduced share shall be the same as it was in case of the share from which the reduced
share is derived;
(c)
divide shares into multiple classes; and
(d)
cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person and
diminish the amount of its share capital by the amount of the shares so cancelled.
18.3
All new shares created hereunder shall be subject to the same provisions with reference to the payment of calls, liens, transfer,
transmission, forfeiture and otherwise as the shares in the original share capital.
18.4
Subject to these Articles, the Company may by Special Resolution:
(a)
change its name;
(b)
alter or add to the Articles;
(c)
alter or add to the Memorandum of Association with respect to any objects, powers or other matters specified therein; and
(d)
reduce its share capital and any capital redemption reserve in any manner authorised by law.
19
Offices and Places of Business
Subject to the provisions of the Statute, the Company may
by resolution of the Directors change the location of its Registered Office. The Company may, in addition to its Registered Office, maintain
such other offices or places of business as the Directors determine.
20
General Meetings
20.1
All general meetings of the Company other than annual general meetings shall be called extraordinary general meetings.
20.2
The Company shall hold a general meeting in each fiscal year of the Company as its annual general meeting, and shall specify the meeting
as such in the notices calling it. Any annual general meeting shall be held at such time and place as the Directors shall approve. At
these meetings the report of the Directors (if any) shall be presented.
20.3
Extraordinary general meetings for any purpose or purposes may be called at any time (i) by a resolution adopted by the majority
of the Directors or (ii) by the Board upon written request by a Member (or Members) holding greater than an aggregate of 10.0% of
the issued Ordinary Shares. A requisition by a Member or Members to call an extraordinary general meeting:
(a)
must state the general nature of the business to be dealt with at the extraordinary general meeting;
(b)
may include the text of the resolution proposed to be presented and voted at the extraordinary general meeting;
(c)
may be in hard copy form or electronic form; and
(d)
must be signed by the person or persons making it.
20.4
The Board can, in good faith, refuse the calling of an extraordinary general meeting at the request of a Member (or Members) holding
greater than an aggregate of 10.0% of the issued Ordinary Shares, but only if the resolution proposed to be dealt with at the extraordinary
general meeting cannot be properly moved because it would be contrary to Applicable Law. If the Board refuses to call an extraordinary
general meeting in accordance with this Article they shall provide written notice to the Member (or Members) setting out the reason
for such refusal.
20.5
If the Board does not convene an extraordinary general meeting within twenty-one (21) days from the date in which the requisition
is received pursuant to this Article, except where the Board does not convene an extraordinary general meeting for the reasons set forth
in Article 20.4, the requisitionists may convene an extraordinary general meeting. An extraordinary general meeting convened by requisitionists
shall be convened in the same manner as nearly as possible as that in which extraordinary general meetings are to be convened by the Board.
20.6
A person may participate at a general meeting by conference telephone or other communications equipment by means of which all the
persons participating in the meeting can communicate with one another. Participation by a person in a general meeting in this manner is
treated as presence in person at that meeting.
21
Notice of Business to be Brought before a General Meeting
21.1
No business may be transacted at any general meeting other than the business properly brought before the meeting in accordance with
Article 21.2.
21.2
Matters brought before a general meeting
(a)
To be properly brought before an annual general meeting, business must be:
(i)
specified in a notice of meeting given by or at the direction of the Board;
(ii)
if not specified in a notice of meeting, otherwise brought before the meeting by the Board or the Chairman of the Board; or
(iii)
notified to the Company in writing not later than the seventh (7) day after the delivery of a notice
of such meeting pursuant to Article 20.2 above, by a Member (or Members) who (1) (x) was a record owner of shares of the
Company both at the time of giving the notice provided for in Article 20.2 and remains a Member (or Members) at the time of the meeting,
(y) is entitled to vote at the meeting, and (z) has complied with this Article 21 in all applicable respects, and (2) holds
greater than an aggregate of 10.0% of the issued Ordinary Shares. This clause (iii) shall be the exclusive means for a Member (or
Members) to propose business to be brought before an annual general meeting.
(b)
To be properly brought before an extraordinary general meeting, business must be specified in the notice of meeting given by or at
the direction of the person calling the meeting pursuant to Articles 20.3 and 20.5, which may include such business as the Member or Members
who are entitled to request the Board to call a meeting under limb (ii) of Article 20.3 may propose to be brought before an
extraordinary general meeting which includes, but is not limited to, the matters set out in Article 30.13, and all other matters
permitted by Applicable Law, which if tabled shall be approved by Ordinary Resolution or Special Resolution in accordance with these Articles
and Applicable Law.
21.3
To be in proper form for purposes of this Article 21, a member’s notification to the Company shall set forth:
(a)
As to each Proposing Person (as defined below), (i) the name and address of such Proposing Person (including, if applicable,
the name and address that appear on the Company’s books and records); and (ii) the class and number of Ordinary Shares of the
Company that are held, directly or indirectly, by such Proposing Person, and any other securities of the Company that such Proposing Person
beneficially owns or as to which such Proposing Person has a right to acquire beneficial ownership, directly or indirectly, at any time
in the future (the disclosures to be made pursuant to the foregoing clauses (i) and (ii) are referred to as “
Stockholder
Information
”);
(b)
As to each Proposing Person, (i) the full notional amount of any securities that, directly or indirectly, underlie any “derivative
security” (as such term is defined in Rule 16a-1(c) under the Exchange Act) that constitutes a “call equivalent
position” (as such term is defined in Rule 16a-1(b) under the Exchange Act) (“
Synthetic Equity Position
”)
and that is, directly or indirectly, held or maintained by such Proposing Person with respect to any shares of any class or series of
shares of the Company;
provided
that, for the purposes of the definition of “Synthetic Equity Position,” the term “derivative
security” shall also include any security or instrument that would not otherwise constitute a “derivative security”
as a result of any feature that would make any conversion, exercise or similar right or privilege of such security or instrument becoming
determinable only at some future date or upon the happening of a future occurrence, in which case the determination of the amount of securities
into which such security or instrument would be convertible or exercisable shall be made assuming that such security or instrument is
immediately convertible or exercisable at the time of such determination; and,
provided, further
, that any Proposing Person satisfying
the requirements of Rule 13d-1(b)(1) under the Exchange Act (other than a Proposing Person that so satisfies Rule 13d-1(b)(1) under
the Exchange Act solely by reason of Rule 13d-1(b)(1)(ii)(E)) shall not be deemed to hold or maintain the notional amount of any
securities that underlie a Synthetic Equity Position held by such Proposing Person as a hedge with respect to a bona fide derivatives
trade or position of such Proposing Person arising in the ordinary course of such Proposing Person’s business as a derivatives dealer,
(ii) any rights to dividends on the shares of any class or series of shares of the Company held, directly or indirectly, by such
Proposing Person that are separated or separable from the underlying shares of the Company, (iii) any material pending or threatened
legal proceeding in which such Proposing Person is a party or material participant involving the Company or any of its officers or directors,
or any affiliate of the Company, (iv) any other material relationship between such Proposing Person, on the one hand, and the Company,
any affiliate of the Company, on the other hand, (v) any direct or indirect material interest in any material contract or agreement
of such Proposing Person with the Company or any affiliate of the Company (including, in any such case, any employment agreement, collective
bargaining agreement or consulting agreement), (vi) a representation that such Proposing Person intends or is part of a group which
intends to deliver a proxy statement or form of proxy to holders of at least the percentage of the issued share capital of the Company
required to approve or adopt the proposal or otherwise solicit proxies from Members in support of such proposal and (vii) any other
information relating to such Proposing Person that would be required to be disclosed in a proxy statement or other filing required to
be made in connection with solicitations of proxies or consents by such Proposing Person in support of the business proposed to be brought
before the meeting pursuant to Section 14(a) of the Exchange Act (the disclosures to be made pursuant to the foregoing clauses
(i) through (vii) are referred to as “
Disclosable Interests
”);
provided, however
, that Disclosable
Interests shall not include any such disclosures with respect to the ordinary course business activities of any broker, dealer, commercial
bank, trust company or other nominee who is a Proposing Person solely as a result of being the member directed to prepare and submit the
notice required by these Articles on behalf of a beneficial owner; and
(c)
As to each item of business that the Member notifies to the Company to be brought before the annual general meeting, (i) a brief
description of the business desired to be brought before the annual general meeting, the reasons for conducting such business at the annual
general meeting and any material interest in such business of each Proposing Person, (ii) the text of the proposal or business (including
the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend the Articles of
association of the Company, the language of the proposed amendment), and (iii) a reasonably detailed description of all agreements,
arrangements and understandings (x) between or among any of the Proposing Persons or (y) between or among any Proposing Person
and any other record or beneficial holder(s) or persons(s) who have a right to acquire beneficial ownership at any time in the
future of the shares of any class or series of the Company (including their names) in connection with the proposal of such business by
such Member; and (iv) any other information relating to such item of business that would be required to be disclosed in a proxy statement
or other filing required to be made in connection with solicitations of proxies in support of the business proposed to be brought before
the meeting pursuant to Section 14(a) of the Exchange Act;
provided, however
, that the disclosures required by this paragraph
(c) shall not include any disclosures with respect to any broker, dealer, commercial bank, trust company or other nominee who is
a Proposing Person solely as a result of being the Member directed to prepare and submit the notice required by these Articles on behalf
of a beneficial owner.
For purposes of this Article 21, the term “
Proposing
Person
” shall mean (i) the Member providing the notification to the Company of any business proposed to be brought before
an annual general meeting, (ii) the direct or indirect owner or owners, if different, on whose behalf the notification of business
to the Company is proposed to be brought before the annual meeting is made, and (iii) any participant (as defined in paragraphs (a)(ii)-(vi) of
Instruction 3 to Item 4 of Schedule 14A) with such Member in such solicitation.
(d)
Notwithstanding anything in these Articles to the contrary, no business shall be conducted at an annual general meeting that is not
properly brought before the meeting in accordance with this Article 21. The presiding officer of the meeting shall, if the facts
warrant, determine that the business was not properly brought before the meeting in accordance with this Article 21, and if he or
she should so determine, he or she shall so declare to the meeting and any such business not properly brought before the meeting shall
not be transacted.
(e)
For purposes of these Articles, “
public disclosure
” shall mean disclosure in a press release reported by a national
news service or in a document publicly filed by the Company with the Securities and Exchange Commission pursuant to Sections 13, 14 or
15(d) of the Exchange Act.
22
Notice of Nominations for Election to the Board
(a)
To the extent that there is a casual vacancy (whether as a result of death, resignation, removal or otherwise) on the Board in respect
of a General Director position, nominations of any person for election to the Board to fill such casual vacancy at an annual general meeting
or at an extraordinary general meeting (but only if the election of directors is a matter specified in the notice of meeting given by
or at the direction of the person calling such extraordinary general meeting) may be made at such meeting only (i) by or at the direction
of the Board, including by any committee or persons authorized to do so by the Board or these Articles, or (ii) by a Member or Members
present in person who (A) was or were a record owner(s) of shares greater than an aggregate of 10.0% of the issued Ordinary
Shares both at the time of giving the notice provided for in this Article 22 and at the time of the meeting, (B) is or are entitled
to vote at the meeting, (C) has or have complied with this Article 22 and Article 23 as to such notice and nomination and
(D) in the case of MC, is not prohibited by Article 30.13(a) from tabling appointments for General Directors to the Board
at such general meeting. In the event that there is more than one nomination to fill such casual vacancy, the nominee that receives the
greatest number of Member votes, and is eligible for election, shall be appointed as the General Director. For purposes of this Article 22,
“present in person” shall mean that the Member proposing that the business be brought before the meeting of the Company, or
a qualified representative of such Member, appear at such meeting. A “qualified representative” of such proposing Member shall
be a duly authorized officer, manager or partner of such Member or any other person authorized by a writing executed by such Member or
an electronic transmission delivered by such Member to act for such Member as proxy at the meeting of Members and such person must produce
such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of Members.
The foregoing clause (ii) shall be the exclusive means for a Member to make any nomination of a person or persons for election to
the Board at an annual general meeting or extraordinary general meeting.
(b)
(i)
Without qualification, for a Member to make any nomination of a person or persons for election to the Board at an annual general meeting,
the Member must (1) provide notice in writing and in proper form to the Secretary of the Company in accordance with Article 21.2(a)(iii),
(2) provide the information, agreements and questionnaires with respect to such Member and its candidate for nomination as required
to be set forth by this Article 22 and Article 23 and (3) provide any updates or supplements to such notification at the
times and in the forms required by this Article 22 and Article 23. Without qualification, if the election of directors is a
matter specified in the notice of meeting given by or at the direction of the person calling an extraordinary general meeting, then for
a Member to make any nomination of a person or persons for election to the Board at an extraordinary general meeting, the Member must
(A) provide notice thereof in accordance with Article 20.3 in writing and in proper form to the Secretary of the Company at
the principal executive offices of the Company, (B) provide the information with respect to such Member and its candidate for nomination
as required by this Article 22 and Article 23 and (C) provide any updates or supplements to such notice at the times and
in the forms required by this Article 22.
(ii)
In no event shall any adjournment or postponement of an annual general meeting or extraordinary general meeting or the announcement
thereof commence a new time period for the giving of a Member’s notification to the Company as described above.
(iii)
In no event may a Nominating Person provide notice with respect to a greater number of director candidates than are subject to election
by Members at the applicable meeting. If the Company shall, subsequent to such notice, increase the number of directors subject to election
at the meeting, such notice as to any additional nominees shall be due no later than the fifth day (5) following the date of public
disclosure (as defined in Article 21) of such increase.
(c)
To be in proper form for purposes of this Article 22, a Member’s notification to the Directors shall set forth:
(i)
As to each Nominating Person (as defined below), the Stockholder Information (as defined in Article 21.3(a), except that for
purposes of this Article 22 the term “Nominating Person” shall be substituted for the term “Proposing Person”
in all places it appears in Article 21.3(a));
(ii)
As to each Nominating Person, any Disclosable Interests (as defined in Article 21.3(b), except that for purposes of this Article 22
the term “Nominating Person” shall be substituted for the term “Proposing Person” in all places it appears in
Article 21.3(b) and the disclosure with respect to the business to be brought before the meeting in Article 21.3(b) shall
be made with respect to the election of directors at the meeting); and
(iii)
As to each candidate whom a Nominating Person proposes to nominate for election as a director, (A) all information with respect
to such candidate for nomination that would be required to be set forth in a Member’s notification pursuant to this Article 22
and Article 23 if such candidate for nomination were a Nominating Person, (B) all information relating to such candidate for
nomination that is required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations
of proxies for election of directors in a contested election pursuant to Section 14(a) under the Exchange Act (including such
candidate’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected), (C) a
description of any direct or indirect material interest in any material contract or agreement between or among any Nominating Person,
on the one hand, and each candidate for nomination or his or her respective associates or any other participants in such solicitation,
on the other hand, including, without limitation, all information that would be required to be disclosed pursuant to Item 404 under Regulation
S-K if such Nominating Person were the “registrant” for purposes of such rule and the candidate for nomination were a
director or executive officer of such registrant (the disclosures to be made pursuant to the foregoing clauses (A) through (C) are
referred to as “
Nominee Information
”), and (D) a completed and signed questionnaire, representation and agreement
as provided in Article 23(a).
For purposes of this Article 22, the term “Nominating
Person” shall mean (i) the Member providing the notification of the nomination proposed to be made at the meeting, (ii) the
beneficial owner or beneficial owners, if different, on whose behalf the notification of the nomination proposed to be made at the meeting
is made, and (iii) any other participant in such solicitation.
(d)
A Member providing notice of any nomination proposed to be made at a meeting shall further update and supplement such notice, if necessary,
so that the information provided or required to be provided in such notice pursuant to this Article 22 shall be true and correct
as of the record date for Members entitled to vote at the meeting and as of the date that is ten (10) Business Days prior to the
meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to, or mailed and received by, the
Secretary at the principal executive offices of the Company not later than five (5) Business Days after the record date for Members
entitled to vote at the meeting (in the case of the update and supplement required to be made as of such record date), and not later than
eight (8) Business Days prior to the date for the meeting or, if practicable, any adjournment or postponement thereof (and, if not
practicable, on the first practicable date prior to the date to which the meeting has been adjourned or postponed) (in the case of the
update and supplement required to be made as of ten (10) Business Days prior to the meeting or any adjournment or postponement thereof).
For the avoidance of doubt, the obligation to update and supplement as set forth in this paragraph or any other Article of these
Articles shall not limit the Company’s rights with respect to any deficiencies in any notice provided by a Member, extend any applicable
deadlines hereunder or enable or be deemed to permit a Member who has previously submitted notice hereunder to amend or update any nomination
or to submit any new nomination.
In addition to the requirements of this Article 22 with
respect to any nomination proposed to be made at a meeting, each Nominating Person shall comply with all applicable requirements of the
Exchange Act with respect to any such nominations.
23
Additional Requirements for Valid Nomination of Candidates to Serve as Director and, if Elected, to be Seated as Directors.
(a)
To be eligible to be a candidate for election as a director of the Company at an annual general meeting or extraordinary general meeting,
a candidate must be nominated in the manner prescribed in Article 22 and the candidate for nomination, whether nominated by the Board
or by a Member of record, must have previously delivered (in accordance with the time period prescribed for delivery in a notice to such
candidate given by or on behalf of the Board), to the Directors at the principal executive offices of the Company, (1) a completed
written questionnaire (in a form provided by the Company) with respect to the background, qualifications, share ownership and independence
of such proposed nominee, and such additional information with respect to such proposed nominee as would be required to be provided by
the Company pursuant to Schedule 14A if such proposed nominee were a participant in the solicitation of proxies by the Company in connection
with such annual general meeting or extraordinary general meeting and (2) a written representation and agreement (in form provided
by the Company) that such candidate for nomination (A) is not and, if elected as a director during his or her term of office, will
not become a party to (x) any agreement, arrangement or understanding with, and has not given and will not give any commitment or
assurance to, any person or entity as to how such proposed nominee, if elected as a director of the Company, will act or vote on any issue
or question (a “
Voting Commitment
”) or (y) any Voting Commitment that could limit or interfere with such proposed
nominee’s ability to comply, if elected as a director of the Company, with such proposed nominee’s fiduciary duties under
Applicable Law, (B) is not, and will not become a party to, any agreement, arrangement or understanding with any person or entity
other than the Company with respect to any direct or indirect compensation or reimbursement for service as a director that has not been
disclosed to the Company, (C) if elected as a director of the Company, will comply with all applicable corporate governance, conflict
of interest, confidentiality, stock or share ownership and trading and other policies and guidelines of the Company applicable to directors
and in effect during such person’s term in office as a director (and, if requested by any candidate for nomination, the Secretary
of the Company shall provide to such candidate for nomination all such policies and guidelines then in effect), (D) if elected as
a director of the Company for a particular term, intends to serve the entire term until the next meeting at which such candidate would
face re-election (it being understood that this clause (D) shall not apply to Appointed Directors, who shall not be appointed for
a particular term) and (E) consents to being named as a nominee in the Company’s proxy statement pursuant to Rule 14a-4(d) under
the Exchange Act and any associated proxy card of the Company and agrees to serve if elected as a director.
(b)
The Board may also require any proposed candidate for nomination as a Director to furnish such other information as may reasonably
be requested by the Board in writing prior to the meeting of Members at which such candidate’s nomination is to be acted upon in
order for the Board to determine the eligibility of such candidate for nomination to be an Independent Director of the Company in accordance
with the Company’s Corporate Governance Guidelines.
(c)
A candidate for nomination as a director shall further update and supplement the materials delivered pursuant to this Article 23,
if necessary, so that the information provided or required to be provided pursuant to this Article 23 shall be true and correct as
of the record date for Members entitled to vote at the meeting and as of the date that is ten (10) Business Days prior to the meeting
or any adjournment or postponement thereof, and such update and supplement shall be delivered to, or mailed and received by, the Secretary
at the principal executive offices of the Company (or any other office specified by the Company in any public announcement) not later
than five (5) Business Days after the record date for Members entitled to vote at the meeting (in the case of the update and supplement
required to be made as of such record date), and not later than eight (8) Business Days prior to the date for the meeting or, if
practicable, any adjournment or postponement thereof (and, if not practicable, on the first practicable date prior to the date to which
the meeting has been adjourned or postponed) (in the case of the update and supplement required to be made as of ten (10) Business
Days prior to the meeting or any adjournment or postponement thereof). For the avoidance of doubt, the obligation to update and supplement
as set forth in this paragraph or any other Article of these Articles shall not limit the Company’s rights with respect to
any deficiencies in any notice provided by a Member, extend any applicable deadlines hereunder or enable or be deemed to permit a Member
who has previously submitted notice hereunder to amend or update any proposal or to submit any new proposal, including by changing or
adding nominees, matters, business or resolutions proposed to be brought before a meeting of the Members.
(d)
No candidate shall be eligible for nomination as a director of the Company unless such candidate for nomination and the Nominating
Person seeking to place such candidate’s name in nomination has complied with Article 22 and this Article 23, as applicable.
The presiding officer at the meeting shall, if the facts warrant, determine that a nomination was not properly made in accordance with
Article 22 and this Article 23, and if he or she should so determine, he or she shall so declare such determination to the meeting,
the defective nomination shall be disregarded and any ballots cast for the candidate in question (but in the case of any form of ballot
listing other qualified nominees, only the ballots cast for the nominee in question) shall be void and of no force or effect.
(e)
Notwithstanding anything in these Articles to the contrary, no candidate for nomination shall be eligible to be seated as a director
of the Company unless nominated and elected or appointed in accordance with Article 22 and this Article 23.
(f)
To be eligible to serve as an Appointed Director, the candidate proposed by MC must have previously delivered each item set forth
in this Article 23 (in accordance with the time period prescribed for delivery in a notice to such candidate given by or on behalf
of the Board) to the Directors at the principal executive offices of the Company, and otherwise must have complied with this Article 23.
24
Notice of General Meetings
24.1
If a Member or Members validly request to call an extraordinary general meeting in accordance with limb (ii) of Article 20.3,
the Company must send out notice for such extraordinary general meeting of the Company within fourteen (14) days of receipt of such valid
requisition in accordance with Article 24. If the Company fails to call the extraordinary general meeting the requisitionists may
call the meeting pursuant to Article 20.5. Where the extraordinary general meeting is convened by the requisitionists, notice of
such meeting shall be sent by the requisitionists (or any one of them) in accordance with this Article 24.
24.2
The notice of any general meeting of Members shall be sent or otherwise given in accordance with these Articles not less than seven
(7) clear days (but not more than sixty (60) clear days) before the date of the meeting to each Member entitled to vote at such meeting
in accordance with Article 24. If the Directors consider that it is impractical or unreasonable to hold a general meeting on the
date or at the time or place as set out in the notice calling the general meeting, the Directors may, acting pursuant to a resolution,
postpone or reschedule any previously scheduled general meeting, before or after the notice for such meeting has been sent, except where
such rearrangement would be contrary to Applicable Law. The Directors shall take reasonable steps to ensure that notice of the time, date
and place of the rearranged meeting is given to any member trying to attend the meeting at the original time, date and place. Notice of
the business to be transacted at such rearranged meeting shall not be required. If a meeting is rearranged in this way, the appointment
of a proxy for that meeting is valid if it is done in accordance with these Articles and received not less than 48 hours before the commencement
of the rearranged meeting to which it relates. The Directors may also change the place of or postpone (or both) the rearranged meeting
under this Article.
24.3
Every notice shall be exclusive of the day on which it is given or deemed to be given and of the day for which it is given. The notice
shall specify the place, if any, date and time of the meeting, the means of remote communication, if any, by which Members and proxy holders
may be deemed to be present in person and vote at such meeting, and, in the case of an extraordinary general meeting, the purpose or purposes
for which the meeting is called.
24.4
The notice shall be given in the manner hereinafter mentioned or in such other manner if any as may be prescribed by the Company,
provided
that a general meeting of the Company shall, whether or not the notice specified in this regulation has been given and
whether or not the provisions of Articles regarding general meetings have been complied with, be deemed to have been duly convened if
it is so agreed:
(a)
in the case of an annual general meeting, by all the Members (or their proxies) entitled to attend and vote thereat; and
(b)
in the case of an extraordinary general meeting, by the Members (or their proxies) having a right to attend and vote at the meeting,
together holding not less than 90% of the shares giving that right.
24.5
The notice convening an annual general meeting shall specify the meeting as such, and the notice convening a meeting to pass a Special
Resolution shall specify the intention to propose the resolution as a Special Resolution. Notice of every general meeting shall be given
to all Members other than such as, under the provisions hereof or the terms of issue of the shares they hold, are not entitled to receive
such notice from the Company.
24.6
In cases where instruments of proxy are sent out with a notice of general meeting, the accidental omission to send such instrument
of proxy to, or the non-receipt of any such instrument of proxy by, any person entitled to receive notice shall not invalidate any resolution
passed or any proceeding at any such meeting.
24.7
The accidental omission to give notice of a meeting to or the non receipt of a notice of a meeting by any Member shall not invalidate
the proceedings at any meeting.
25
Proceedings at General Meetings
25.1
The date and time of the opening and the closing of the polls for each matter upon which the Members will vote at a meeting shall
be announced at the meeting by the person presiding over the meeting. The person presiding over any meeting of Members shall have the
right and authority to convene and (for any or no reason) to recess and/or adjourn the meeting, to prescribe such rules, regulations and
procedures (which need not be in writing) and to do all such acts as, in the judgment of such presiding person, are appropriate for the
proper conduct of the meeting. Such rules, regulations or procedures, prescribed by the person presiding over the meeting, may include,
without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and
procedures for maintaining order at the meeting and the safety of those present (including, without limitation, rules and procedures
for removal of disruptive persons from the meeting); (iii) limitations on attendance at or participation in the meeting to Members
entitled to vote at the meeting, their duly authorized and constituted proxies or such other persons as the person presiding over the
meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (v) limitations
on the time allotted to questions or comments by participants. The presiding person at any meeting of Members, in addition to making any
other determinations that may be appropriate to the conduct of the meeting (including, without limitation, determinations with respect
to the administration and/or interpretation of any of the rules, regulations or procedures of the meeting, prescribed by the person presiding
over the meeting), shall, if the facts warrant, determine and declare to the meeting that a matter of business was not properly brought
before the meeting and if such presiding person should so determine, such presiding person shall so declare to the meeting and any such
matter or business not properly brought before the meeting shall not be transacted or considered.
25.2
No business shall be transacted at any general meeting unless a quorum of Members is present at the time when the meeting proceeds
to business. Members holding in aggregate not less than a simple majority of all voting share capital of the Company in issue present
in person or by proxy and entitled to vote shall be a quorum. A person may participate at a general meeting by conference telephone or
other communications equipment by means of which all the persons participating in the meeting can communicate with one another. Participation
by a person in a general meeting in this manner is treated as presence in person at that meeting. If, however, such quorum is not present
or represented at any general meeting, then either (i) the chairman of the meeting or (ii) the Members entitled to vote thereat,
present in person or represented by proxy, shall have power to adjourn the meeting.
25.3
When a meeting is adjourned to another time and place, unless these Articles otherwise require, notice need not be given of the adjourned
meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the Company
may transact any business that might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days,
or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to
each Member of record entitled to vote at the meeting.
25.4
A determination of the Members of record entitled to notice of or to vote at a general meeting shall apply to any adjournment of such
meeting unless the Directors fix a new record date for the adjourned meeting, but the Directors shall fix a new record date if the meeting
is adjourned for more than thirty (30) days from the date set for the original meeting.
25.5
The chairman of the Board shall preside as chairman at every general meeting of the Company. If the chairman is absent, the Directors
present shall elect one of their number or such other officer to preside as chairman of the meeting. If all the Directors present or the
elected officer decline to take the chair or if no such persons are present, the Secretary of the Company shall preside as chairman, and
if the Secretary declines to take the chair or if the Secretary is not present, the Members present shall choose one of their own number
to be the chairman of the meeting.
25.6
At any general meeting a resolution put to the vote of the meeting shall be decided on a poll.
25.7
A poll shall be taken in such manner as the chairman directs, and the result of the poll shall be deemed to be the resolution of the
meeting.
25.8
In the case of an equality of votes, the chairman of the meeting shall not be entitled to a second or casting vote.
26
Votes of Members
26.1
Subject to any rights and restrictions for the time being attached to any class or classes of shares, every Member present in person
and every person representing a Member by proxy at a general meeting of the Company shall have one (1) vote for each share registered
in such Member’s name in the Register of Members. No cumulative voting shall be allowed.
26.2
In the case of joint holders the vote of the senior who tenders a vote whether in person or by proxy shall be accepted to the exclusion
of the votes of the joint holders and for this purpose seniority shall be determined by the order in which the names stand in the Register
of Members.
26.3
A Member of unsound mind, or in respect of whom an order has been made by any court having jurisdiction in lunacy, may vote on a poll
by his committee, or other person in the nature of a committee appointed by that court, and any such committee or other person, may on
a poll, vote by proxy.
26.4
No Member shall be entitled to vote at any general meeting unless all sums presently payable by him in respect of shares in the Company
have been paid.
26.5
On a poll, votes may be given either personally or by proxy.
26.6
The instrument appointing a proxy shall be in writing (whether by manual signature, typewriting or otherwise) under the hand of the
appointor or of his attorney duly authorised in writing or, if the appointor is an entity, either under seal or under the hand of an officer
or attorney duly authorised in that behalf provided however, that a Member may also authorise the casting of a vote by proxy pursuant
to telephonic or electronically transmitted instructions (including, without limitation, instructions transmitted over the internet) obtained
pursuant to procedures approved by the Directors which are reasonably designed to verify that such instructions have been authorised by
such Member. A proxy need not be a Member of the Company. Notwithstanding the foregoing, no proxy shall be voted or acted upon after three
(3) years from its date unless the proxy provides for a longer period.
26.7
An instrument appointing a proxy may be in any usual or common form or such other form as the Directors may approve.
26.8
The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.
27
Corporations Acting by Representatives at Meeting
Any corporation or other entity which is a Member may, by
resolution of its directors, other governing body or authorised individual(s), authorise such person as it thinks fit to act as its representative
at any general meeting of the Company or of any class of Members, and the person so authorised shall be entitled to exercise the same
powers on behalf of the corporation which he represents as that corporation could exercise if it were an individual Member.
28
Clearing Houses
If a clearing house or depository (or its nominee) is a Member
it may, by resolution of its directors, other governing body or authorised individual(s) or by power of attorney, authorise such
person or persons as it thinks fit to act as its representative or representatives at any general meeting of the Company or at any general
meeting of any class of Members;
provided
that, if more than one person is so authorised, the authorisation shall specify the number
and class of shares in respect of which each such person is so authorised. A person so authorised pursuant to this provision shall be
entitled to exercise the same powers on behalf of the clearing house (or its nominee) which he represents as that clearing house (or its
nominee) could exercise if it were an individual Member of the Company holding the number and class of shares specified in such authorisation.
29
Shares that May Not be Voted
Shares in the Company that are owned, directly or indirectly,
by the Company shall not be voted, directly or indirectly, at any meeting and shall not be counted in determining the total number of
issued Shares at any given time under these Articles.
30
Directors
30.1
There shall be a Board consisting of up to nine Directors (but not less than one Director), unless increased or decreased from time
to time by the Directors or the Company in general meeting and the Board shall consist of a majority of Independent Directors. Subject
to Article 30.11, a nominee shall not be appointed as a Director where, as a consequence of the nominee’s appointment, the
Board would no longer consist of a majority of Independent Directors.
30.2
Subject to Article 30.1 and the final sentence of this Article 30.2, and without limitation to SF’s right to serve
as General Director of the Board pursuant to Article 30.11, MC shall be entitled to nominate for election individuals to serve as
Directors in respect of the number of Director positions that is equal to the product, rounded to the nearest whole number (provided that
such number is not less than one), of (i) the percentage of Ordinary Shares beneficially owned by MC at the relevant time
multiplied
by
(ii) the total number of Director positions on the Board (for the avoidance of doubt, including any vacancies) at the relevant
time (with such nomination right(s) being subject to Article 23(f) and, where applicable, the Nominating and Corporate
Governance Committee’s review in accordance with Article 30.7) (each, upon the effectiveness of their appointment, an “
Appointed
Director
”). MC’s nomination rights set forth in this Article 30.2 shall terminate on the first date on which MC beneficially
owns less than 10.0% of the Ordinary Shares.
30.3
Any casual vacancy (whether as a result of death, resignation, removal or otherwise) on the Board in respect of an Appointed Director
position shall be subject to MC’s nomination rights set forth in Article 30.2.
30.4
Any Director position for which MC does not have a right to nominate a candidate in accordance with Article 30.2 may, subject
to Article 30.11, be filled in accordance with Article 30.13(a) or Article 30.9 (each such director, a “
General
Director
”).
30.5
If, due to a decrease in MC’s beneficial ownership of the Company’s Ordinary Shares, there is a decrease in the number
of Director positions in respect of which MC is permitted to nominate for election individuals to serve as Directors, then MC may elect
to re-designate the applicable number of Appointed Director(s) as General Directors by delivering written notice to the Company.
In the event that MC has not exercised this re-designation right within ten Business Days of such decrease, the Board shall re-designate
the applicable number of Appointed Director(s) as General Director(s). Directors who are re-designated as General Directors may be
removed from the Board in accordance with these Articles.
30.6
MC shall, in good faith, apply the criteria established by the Nominating and Corporate Governance Committee in nominating any Appointed
Director.
30.7
The Nominating and Corporate Governance Committee shall review each candidate nominated by MC to be an Independent Director for fitness
and, if deemed fit for service, the Nominating and Corporate Governance Committee will recommend the individuals for election by a majority
vote of the Board. The Nominating and Corporate Governance Committee shall recommend for election by a majority vote of the Board each
candidate deemed fit for service by MC and nominated by MC to be an Appointed Director who is not an Independent Director.
30.8
If an individual nominated by MC in accordance with Article 30.2 is deemed unfit by the Nominating and Corporate Governance Committee
pursuant to Article 30.7, MC shall have the right to nominate successive individuals until such Director position is filled.
30.9
The Directors by the affirmative vote of a simple majority of the remaining Directors present and voting at a meeting of the Directors,
even if less than a quorum, shall have the power from time to time and at any time to appoint any person as a Director to fill a casual
vacancy (whether as a result of death, resignation, removal or otherwise) on the Board in respect of a General Director position, subject
to these Articles, the rules and regulations of the Designated Stock Exchange, the SEC and/or any other competent regulatory authority
or otherwise under Applicable Law. Any Director so appointed shall hold office until his earlier death, resignation or removal.
30.10
MC may remove any Appointed Director (whether or not the Appointed Director is an Independent Director) at its discretion, with or
without cause, by delivering notice to the Company; provided, in the case of removal of an Appointed Director who is an Independent Director,
that MC provides at least 30 days’ prior written notice to the Company and, following such removal (taking into account any appointment
of another Director occurring substantially contemporaneous with or prior to such removal), the Board continues to consist of a majority
of Independent Directors as required by Article 30.1. Any General Directors may be removed in accordance with the procedure set out
in these Articles. Where any Appointed Director is removed, MC shall have the right to nominate individuals to sit on the Board as Appointed
Directors to fill the vacancies resulting from any such removals, up to the number of individuals as set out in Article 30.2.
30.11
Notwithstanding Article 30.1, so long as SF beneficially owns at least 3% of the Company’s issued and outstanding Ordinary
Shares, SF shall be entitled to serve as a General Director on the Board. Upon a decrease below 3.0% in his beneficial ownership of the
Company’s issued and outstanding Ordinary Shares, SF may be removed from the Board in accordance with these Articles as applicable
to General Directors.
30.12
Subject to Article 30.10, any Director may be removed from office by the Members by Ordinary Resolution with cause, and any Director
other than SF may be removed from office by the Members by Ordinary Resolution without cause, in each case at any time before the expiration
of his term notwithstanding anything in these Articles or in any agreement between the Company and such Director (but without prejudice
to any claim for damages under such agreement). For purposes of this Article 30.12, the term “cause” for removal of a
Director shall be deemed to exist only if (a) the Director whose removal is proposed has been convicted of a felony by a court of
competent jurisdiction and such conviction is no longer subject to direct appeal; (b) such Director has been found (i) other
than in respect of SF for so long as the entitlement under Article 30.11 is applicable, by the affirmative vote of a majority of
the Directors then in office at a meeting of the Board called for that purpose, or (ii) by a court of competent jurisdiction, to
have been guilty of wilful misconduct in the performance of such Director’s duties to the Company in a matter of substantial importance
to the Company; or (c) such Director has been adjudicated by a court of competent jurisdiction to be mentally incompetent, which
mental incompetency directly affects such director’s ability to perform his or her obligations as a Director.
30.13
Subject to inclusion in the applicable notice, the following matters may be brought before a general meeting:
(a)
the proposed appointment (subject to being deemed fit for service by the Nomination and Corporate Governance Committee) of individuals
as General Directors (except that MC and its affiliates (as defined in Rule 405 of the regulations promulgated under the Securities
Act) shall not be permitted to table appointments for General Directors to the Board for so long as MC has a right to nominate Appointed
Directors); and
(b)
the removal of any Directors subject to Article 30.12.
Matters referenced in (a) and (b) above shall require
approval by Ordinary Resolution or, in the case of (a) above, in the event that there is more than one individual proposed in respect
of a single General Director position, by a plurality of the Member votes at such general meeting.
30.14
The Directors may, from time to time, and except as required by the rules and regulations of the Designated Stock Exchange, the
SEC and/or any other competent regulatory authority or otherwise under Applicable Law, adopt, institute, amend, modify or revoke the corporate
governance policies or initiatives, which shall be intended to set forth the policies of the Company and the Directors on various corporate
governance related matters, as the Directors shall determine by resolution from time to time.
30.15
A Director shall not be required to hold any shares in the Company by way of qualification. A Director who is not a Member of the
Company shall nevertheless be entitled to receive notice of and to attend and speak at general meetings of the Company and all classes
of shares of the Company.
31
Directors’ Fees and Expenses
31.1
The Directors may receive such remuneration as the Directors may from time to time determine. The Directors may be entitled to be
repaid all traveling, hotel and incidental expenses reasonably incurred or expected to be incurred by such Director in attending meetings
of the Directors or committees of the Directors or general meetings or separate meetings of any class of securities of the Company or
otherwise in connection with the discharge of his duties as a Director.
31.2
Any Director who performs services which in the opinion of the Directors go beyond the ordinary duties of a Director may be paid such
extra remuneration (whether by way of salary, commission, participation in profits or otherwise) as the Directors may determine and such
extra remuneration shall be in addition to or in substitution for any ordinary remuneration provided for, by or pursuant to any other
Article.
32
Powers and Duties of Directors
32.1
Subject to the provisions of the Statute, these Articles and any resolutions made in a general meeting, the business of the Company
shall be managed by or under the direction of the Board, who may pay all expenses incurred in setting up and registering the Company and
may exercise all powers of the Company. No resolution made by the Company in a general meeting shall invalidate any prior act of the Directors
that would have been valid if that resolution had not been made.
32.2
The Directors may delegate any of their powers, authorities and discretions, including the power to sub-delegate, to any committees
consisting of such member or members of their body as they think fit (including, without limitation, the Audit Committee, the Compensation
Committee and the Nominating and Corporate Governance Committee);
provided
that, any committee so formed shall include amongst
its members at least two Directors unless otherwise permitted or required by the rules and regulations of the Designated Stock Exchange,
the SEC and/or any other competent regulatory authority or otherwise under Applicable Law. No committee shall have the power of authority
to (a) recommend to the Members an amendment of these Articles (except that a committee may, to the extent authorised in the resolution
or resolutions providing for the issuance of shares adopted by the Directors as provided under the laws of the Cayman Islands, fix the
designations and any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets
of the Company or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of
the same or any other class or classes of shares of the Company); (b) adopt an agreement of merger or consolidation; (c) recommend
to the Members the sale, lease or exchange of all or substantially all of the Company’s property and assets; (d) recommend
to the Members a dissolution of the Company or a revocation of a dissolution; (e) recommend to the Members an amendment of the Memorandum
of Association of the Company; or (f) declare a dividend or authorise the issuance of shares unless the resolution establishing such
committee (or the charter of such committee approved by the Directors) or the Memorandum of Association or these Articles so provide.
Any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on it by the Directors.
The Directors may also delegate to any Director holding any executive office such of their powers as they consider desirable to be exercised
by him or her. Any such delegation may be made subject to any conditions the Directors may impose, and either collaterally with or to
the exclusion of their own powers, and may be revoked or altered.
32.3
The Audit Committee shall comprise only Independent Directors and all other committees of the Board shall comprise a majority of Independent
Directors. Subject to the foregoing, for so long as MC beneficially owns at least 10.0% of the Ordinary Shares and to the extent permitted
by the Governance Requirements (as defined below), MC has the right to designate Appointed Director(s) to serve on each of the Board’s
committees in respect of the number of committee positions that is equal to the product, rounded to the nearest whole number (provided
that such number is not less than one), of (i) the percentage of Ordinary Shares beneficially owned by MC at the relevant time
multiplied
by
(ii) the total number of Director positions on the applicable committee (for the avoidance of doubt, including any vacancies)
at the relevant time, and, to the extent such designation is made, such Appointed Director shall be appointed to and serve on the relevant
committee until such time as MC requests by notice in writing to the Company that they be removed from or replaced on the relevant committees
or such Appointed Director resigns from the relevant committee upon which MC shall have the right to designate their replacement;
provided
that, if such removal shall cause the Company to be in noncompliance with the rules and regulations of the Designated Stock Exchange,
the SEC, and/or any other competent regulatory authority or otherwise under Applicable Law (together, the “
Governance Requirements
”),
the Company may defer such removal until the earlier of (a) such time as the Company shall have effected any changes in the composition
of the relevant committee to permit compliance with the Governance Requirements upon such removal and (b) 60 days following the initial
notification to the Company of such removal. If such designation is not permitted under the Governance Requirements, MC may appoint one
observer to serve on each of the Board’s committees. MC’s right to remove an Appointed Director who is an Independent Director
from any committee other than the Audit Committee is subject to the requirement that, following such removal, such committee continues
to consist of a majority of Independent Directors as required by this Article 32.3.
32.4
The Directors may from time to time and at any time by power of attorney or otherwise appoint any company, firm or person or body
of persons, whether nominated directly or indirectly by the Directors, to be the attorney or attorneys of the Company for such purposes
and with such powers, authorities and discretion (not exceeding those vested in or exercisable by the Directors under these Articles)
and for such period and subject to such conditions as they may think fit, and any such power of attorney may contain such provisions for
the protection and convenience of persons dealing with any such attorney as the Directors may think fit, and may also authorise any such
attorney to delegate all or any of the powers, authorities and discretion vested in him.
32.5
The Directors may from time to time provide for the management of the affairs of the Company in such manner as they shall think fit
and the provisions contained in the following paragraphs shall be without prejudice to the general powers conferred by this paragraph.
32.6
The Directors from time to time and at any time may establish any advisory committees, local boards or agencies for managing any of
the affairs of the Company and may appoint any persons to be members of such advisory committees or local boards and may appoint any managers
or agents of the Company and may fix the remuneration of any of the aforesaid.
32.7
The Directors from time to time and at any time may delegate to any such advisory committee, local board, manager or agent any of
the powers, authorities and discretions for the time being vested in the Directors and may authorise the members for the time being of
any such local board, or any of them to fill up any vacancies therein and to act notwithstanding vacancies and any such appointment 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 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 such
annulment or variation shall be affected thereby.
32.8
The Directors may adopt formal written charters for committees and, if so adopted, shall review and assess the adequacy of such formal
written charters on an annual basis. Each of these committees shall be empowered to do all things necessary to exercise the rights of
such committee set forth in the Articles and shall have such powers as the Directors may delegate pursuant to the Articles and as required
by the rules and regulations of the Designated Stock Exchange, the SEC and/or any other competent regulatory authority or otherwise
under Applicable Law. Each of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee, if
established, shall consist of such number of Directors as the Directors shall from time to time determine (or such minimum number as may
be required from time to time by the rules and regulations of the Designated Stock Exchange, the SEC and/or any other competent regulatory
authority or otherwise under Applicable Law). For so long as any class of Shares is listed on the Designated Stock Exchange, the Audit
Committee, the Compensation Committee and the Nominating and Corporate Governance Committee shall be made up of such number of Independent
Directors as is required from time to time by the rules and regulations of the rules and regulations of the Designated Stock
Exchange, the SEC and/or any other competent regulatory authority or otherwise under Applicable Law.
32.9
Any such delegates as aforesaid may be authorised by the Directors to sub-delegate all or any of the powers, authorities, and discretions
for the time being vested to them.
32.10
The Directors may elect, by the affirmative vote of a majority of the Directors then in office, a chairman;
provided
that,
MC shall have the right to designate the chairman for so long as MC beneficially owns at least 33.0% of the Ordinary Shares. The chairman
of the Board may be a director or an officer of the Company. Subject to the provisions of these Articles and the direction of the Directors,
the chairman of the Board shall perform all duties and have all powers which are commonly incident to the position of chairman of a board
or which are delegated to him or her by the Directors, preside at all general meetings and meetings of the Directors at which he or she
is present and have such powers and perform such duties as the Directors may from time to time prescribe.
33
Disqualification of Directors
Subject to these Articles, the office of Director shall be
vacated, if the Director:
(a)
becomes bankrupt or makes any arrangement or composition with his creditors;
(b)
dies or is found to be or becomes of unsound mind;
(c)
resigns his office by notice in writing to the Company;
(d)
is prohibited by applicable law or the Designated Stock Exchange, the SEC and/or any other competent regulatory authority or otherwise
under Applicable Law from being a director;
(e)
without special leave of absence from the Directors, is absent from meetings of the Directors for six consecutive months and the Directors
resolve that his office be vacated;
(f)
shall be removed from office pursuant to these Articles; or
(g)
is subject to a term of office and such term expires and he or she is not re-elected or re-appointed as a Director.
34
Proceedings of Directors
34.1
Subject to these Articles, the Directors may meet together for the dispatch of business, adjourn, and otherwise regulate their meetings
and proceedings as they think fit. Such meetings may be held at any place within or outside the Cayman Islands that has been designated
by the Directors. In the absence of such a designation, meetings of the Directors shall be held at the principal executive office of the
Company. Questions arising at any meeting of the Directors shall be decided by the method set forth in Article 34.4.
34.2
The chairman of the Board or the Secretary on request of a Director, may, at any time summon a meeting of the Directors by twenty-four
(24) hour notice to each Director in person, by telephone, electronic email, or in such other manner as the Directors may from time to
time determine, which notice shall set forth the general nature of the business to be considered unless notice is waived by all the Directors
either at, before or after the meeting is held. Notice of a meeting need not be given to any Director (i) who signs a waiver of notice
or a consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or (ii) who attends
the meeting without protesting, prior thereto or at its commencement, the lack of notice to such Directors. All such waivers, consents,
and approvals shall be filed with the corporate records or made part of the minutes of the meeting. A waiver of notice need not specify
the purpose of any regular or extraordinary general meeting of the Directors.
34.3
A Director or Directors may participate in any meeting of the Directors, or of any committee appointed by the Directors of which such
Director or Directors are members, by means of telephone or similar communication equipment by way of which all persons participating
in such meeting can hear each other and such participation shall be deemed to constitute presence in person at the meeting.
34.4
The quorum necessary for the transaction of the business of the Directors shall be a majority of the authorised number of Directors.
If at any time there is only a sole Director, the quorum shall be one (1) Director. Every act or decision done or made by a majority
of the Directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the Directors, subject to
the provisions of these Articles and other applicable law. In the case of an equality of votes, the chairman shall not have an additional
tie-breaking vote.
34.5
A meeting of the Directors may be held by means of telephone or teleconferencing or any other telecommunications facility provided
that all participants are thereby able to communicate immediately by voice with all other participants.
34.6
Subject to these Articles, a Director who is in any way, whether directly or indirectly, interested in a contract or proposed contract
with the Company shall declare the nature of his interest at a meeting of the Directors. A general notice given to the Directors by any
Director to the effect that he is a member of any specified company or firm and is to be regarded as interested in any contract which
may thereafter be made with that company or firm shall be deemed a sufficient declaration of interest in regard to any contract so made.
A Director may vote in respect of any contract or proposed contract or arrangement notwithstanding that he may be interested therein and
if he does so his vote shall be counted and he may be counted in the quorum at any meeting of the Directors at which any such contract
or proposed contract or arrangement shall come before the meeting for consideration.
34.7
A Director may hold any other office or place of profit under the Company (other than the office of auditor) in conjunction with his
office of Director for such period and on such terms (as to remuneration and otherwise) as the Directors may determine and no Director
or intending Director shall be disqualified by his office from contracting with the Company either with regard to his tenure of any such
other office or place of profit or as vendor, purchaser or otherwise, nor shall any such contract or arrangement entered into by or on
behalf of the Company in which any Director is in any way interested, be liable to be avoided, nor shall any Director 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 holding that office or of the fiduciary relation thereby established. A Director, notwithstanding his interest, may be counted
in the quorum present at any meeting whereat he or any other Director is appointed to hold any such office or place of profit under the
Company or whereat the terms of any such appointment are arranged and he may vote on any such appointment or arrangement. Any Director
who enters into a contract or arrangement or has a relationship that is reasonably likely to be implicated under this Article 34.7
or that would reasonably be likely to affect a Director’s status as an “Independent Director” under the rules and
regulations of the Designated Stock Exchange, Designated Stock Exchange, the SEC and/or any other competent regulatory authority or otherwise
under Applicable Law shall disclose the nature of his or her interest in any such contract or arrangement in which he is interested or
any such relationship.
34.8
Any Director may act by himself or his firm in a professional capacity for the Company, and he or his firm shall be entitled to reasonable
expense reimbursement consistent with the Company’s policies in connection with such Directors service in his official capacity;
provided
that, nothing herein contained shall authorise a Director or his firm to act as auditor to the Company.
34.9
The Directors shall cause minutes to be made in books or loose-leaf folders provided for the purpose of recording:
(a)
all appointments of officers made by the Directors;
(b)
the names of the Directors present at each meeting of the Directors and of any committee of the Directors; and
(c)
all resolutions and proceedings at all meetings of the Company, and of the Directors and of committees of Directors.
34.10
When the chairman of a meeting of the Directors signs the minutes of such meeting the same shall be deemed to have been duly held
notwithstanding that all the Directors have not actually come together or that there may have been a technical defect in the proceedings.
34.11
A resolution in writing (in one or more counterparts) signed by all the Directors or all the members of a committee or, in the case
of a resolution in writing relating to the removal of any Director or the vacation of office by any Director, all of the Directors other
than the Director who is the subject of such resolution shall be as valid and effectual as if it had been passed at a meeting of the Directors,
or committee as the case may be, duly convened and held.
34.12
The continuing Directors may act notwithstanding any vacancy in their body but if and so long as their number is reduced below the
number fixed by or pursuant to these Articles as the necessary quorum of Directors, the continuing Directors may act for the purpose of
increasing the number, or of summoning a general meeting of the Company, but for no other purpose.
34.13
A committee appointed by the Directors may elect a chairman of its meetings. If no such chairman is elected, or if at any meeting
the chairman is not present within five minutes after the time appointed for holding the same, the members present may choose one of their
number to be chairman of the meeting.
34.14
A committee appointed by the Directors may meet and adjourn as it thinks proper. Questions arising at any meeting shall be determined
by a majority of votes of the committee members present and in case of an equality of votes the chairman shall not have a second or casting
vote.
34.15
Meetings and actions of committees of the Directors shall be governed by, and held and taken in accordance with, the provisions of
Article 34.1 (place of meetings), Article 34.2 (notice), Article 34.3 (telephonic meetings), and Article 34.4 (quorum),
with such changes in the context of these Articles as are necessary to substitute the committee and its members for the Directors; provided,
however, that the time of regular meetings of committees may be determined either by resolution of the Directors or by resolution of the
committee, that special meetings of committees may also be called by resolution of the Directors, and that notice of special meetings
of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The Directors
may adopt rules for the government of any committee not inconsistent with the provisions of these Articles.
34.16
All acts done by any meeting of the Directors or of a committee of Directors, or by any person acting as a Director, shall, notwithstanding
that it be afterwards discovered that there was some defect in the appointment of any such Director or person acting as aforesaid, or
that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a Director.
35
Presumption of Assent
A Director of the Company who is present at a meeting of
the Directors at which action on any Company matter is taken shall be presumed to have assented to the action taken unless his dissent
or abstention shall be entered in the Minutes of the meeting or unless he shall file his written dissent or abstention from such action
with the person acting as the chairman or Secretary of the meeting before the adjournment thereof or shall forward such dissent or abstention
by registered post to such person immediately after the adjournment of the meeting. Such right to dissent or abstain shall not apply to
a Director who voted in favour of such action.
36
Dividends, Distributions and Reserve
36.1
Subject to any rights and restrictions for the time being attached to any class or classes of shares and these Articles, the Directors
may from time to time declare dividends (including interim dividends) and other distributions on shares in issue and authorise payment
of the same out of the funds of the Company lawfully available therefor. All dividends unclaimed for one (1) year after having been
declared may be invested or otherwise made use of by the Directors for the benefit of the Company until claimed. Subject to any applicable
unclaimed property or other laws, any dividend unclaimed after a period of six (6) years from the date of declaration shall be forfeited
and shall revert to the Company. The payment by the Directors of any unclaimed dividend or other sums payable on or in respect of a share
into a separate account shall not constitute the Company a trustee in respect thereof.
36.2
The Directors may, before recommending or declaring any dividend, set aside out of the funds legally available for distribution such
sums as they think proper as a reserve or reserves which shall, at the discretion of the Directors be applicable for meeting contingencies,
or for equalising dividends or for any other purpose to which those funds be properly applied and pending such application may, at the
like discretion, either be employed in the business of the Company or be invested in such investments (other than shares of the Company)
as the Directors may from time to time think fit. The Directors shall establish an account to be called the “Share Premium Account”
and shall carry to the 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 in the Company. Unless otherwise provided by the provisions of these Articles, the Directors may apply the share premium account
in any manner permitted by the Statute and the rules and regulations of the Designated Stock Exchange, the SEC and/or any other competent
regulatory authority or otherwise under Applicable Law. The Company shall at all times comply with the provisions of these Articles, the
Statute and the rules and regulations of the Designated Stock Exchange, the SEC and/or any other competent regulatory authority or
otherwise under Applicable Law in relation to the share premium account.
36.3
Any dividend may be paid by cheque or warrant sent through the post to the registered address of the Member or person entitled thereto,
or in the case of joint holders, to any one of such joint holders at his registered address or to such person and such address as the
Member or person entitled, or such joint holders as the case may be, may direct. Every such cheque or warrant shall be made payable to
the order of the person to whom it is sent or to the order of such other person as the Member or person entitled, or such joint holders
as the case may be, may direct. Notwithstanding the foregoing, dividends may also be paid electronically to the account of the Members
or persons entitled thereto or in such other manner approved by the Directors.
36.4
The Directors when paying dividends to the Members in accordance with the foregoing provisions may make such payment either in cash
or in specie.
36.5
No dividend shall be paid otherwise than out of profits or, subject to the restrictions of the Statute, the share premium account.
36.6
Subject to the rights of persons, if any, entitled to shares with special rights as to dividends, all dividends shall be declared
and paid according to the amounts paid or credited as fully paid on the shares, but if and so long as nothing is paid up on any of the
shares in the Company dividends may be declared and paid according to the amounts of the shares. No amount paid on a share in advance
of calls shall, while carrying interest, be treated for the purposes of this Article as paid on the share.
36.7
If several persons are registered as joint holders of any share, any of them may give effectual receipts for any dividend or other
moneys payable on or in respect of the share.
36.8
No dividend shall bear interest against the Company.
37
Book of Accounts
37.1
The books of account relating to the Company’s affairs shall be kept in such manner as may be determined from time to time by
the Directors.
37.2
The books of account shall be kept at such place or places as the Directors think fit, and shall always be open to the inspection
of the Directors.
37.3
The Directors shall from time to time determine whether and to what extent and at what times and places 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 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 except as conferred
by Statute or authorised by the Directors.
37.4
The accounts relating to the Company’s affairs shall be audited in such manner and with such financial year end as may be determined
from time to time by the Directors or failing any determination as aforesaid shall not be audited.
38
Audit
38.1
The Directors or, if authorised to do so, the Audit Committee of the Directors, may appoint an auditor of the Company who shall hold
office until removed from office by a resolution of the Directors and may fix his or their remuneration.
38.2
Every auditor of the Company shall have a right of access at all times to the books and accounts and vouchers of the Company and shall
be entitled to require from the Directors and officers of the Company such information and explanation as may be necessary for the performance
of the duties of the auditors.
38.3
Auditors shall, if so required by the Directors, make a report on the accounts of the Company during their tenure of office at the
next annual general meeting following their appointment in the case of a company which is registered with the Registrar of Companies as
an ordinary company, and at the next extraordinary general meeting following their appointment in the case of a company which is registered
with the Registrar of Companies as an exempted company, and at any other time during their term of office, upon request of the Directors
or any general meeting of the Members.
39
The Seal
39.1
The Seal of the Company shall not be affixed to any instrument except by the authority of a resolution of the Directors, provided
always that such authority may be given prior to or after the affixing of the Seal and if given after may be in general form confirming
a number of affixings of the Seal. The Seal shall be affixed in the presence of any one or more persons as the Directors may appoint for
the purpose and every person as aforesaid shall sign every instrument to which the Seal of the Company is so affixed in their presence.
39.2
The Company may maintain a facsimile of its Seal in such countries or places as the Directors may appoint and such facsimile Seal
shall not be affixed to any instrument except by the authority of a resolution of the Directors provided always that such authority may
be given prior to or after the affixing of such facsimile Seal and if given after may be in general form confirming a number of affixing’s
of such facsimile Seal. The facsimile Seal shall be affixed in the presence of such person or persons as the Directors shall for this
purpose appoint and such person or persons as aforesaid shall sign every instrument to which the facsimile Seal of the Company is so affixed
in their presence of and the instrument signed by a Director or the Secretary (or an Assistant Secretary) of the Company or in the presence
of any one or more persons as the Directors may appoint for the purpose.
39.3
Notwithstanding the foregoing, a Director shall have the authority to affix the Seal, or the facsimile Seal, to any instrument for
the purposes of attesting authenticity of the matter contained therein but which does not create any obligation binding on the Company.
40
Officers
40.1
Subject to these Articles, the Directors may from time to time appoint any person, whether or not a director of the Company, to hold
the office of the Chief Executive Officer, the President, the Chief Financial Officer, one or more Vice Presidents or such other officers
as the Directors may think necessary for the administration of the Company, for such term and at such remuneration (whether by way of
salary or commission or participation in profits or partly in one way and partly in another), and with such powers and duties as the Directors
may think fit.
40.2
All officers of the Company shall respectively have such authority and perform such duties in the management of the business of the
Company as may be provided herein or designated from time to time by the Board and, to the extent not so provided, as generally pertain
to their respective offices, subject to the control of the Board.
41
Register of Directors and Officers
The Company shall cause to be kept in one or more books at
its office a register of Directors and Officers in which there shall be entered the full names and addresses of the Directors and Officers
and such other particulars as required by the Statute. The Company shall send to the Registrar of Companies in the Cayman Islands a copy
of such register, and shall from time to time notify the said Registrar of any change that takes place in relation to such Directors and
Officers as required by the Statute.
42
Capitalisation of Profits
Subject to the Statute and these Articles, the Directors
may capitalise any sum standing to the credit of any of the Company’s reserve accounts (including a share premium account or a capital
redemption reserve fund) or any sum standing to the credit of profit and loss account or otherwise available for distribution and to appropriate
such sum to Members in the proportions in which such sum would have been divisible amongst them had the same been a distribution of profits
by way of dividend and to apply such sum on their behalf in paying up in full unissued shares for allotment and distribution credited
as fully paid up to and amongst them in the proportion aforesaid. In such event the Directors shall do all acts and things required to
give effect to such capitalisation, with full power to the Directors to make such provisions as they think fit for the case of shares
becoming distributable in fractions (including provisions whereby the benefit of fractional entitlements accrue to the Company rather
than to the Members concerned). The Directors may authorise any person to enter on behalf of all of the Members interested into an agreement
with the Company providing for such capitalisation and matters incidental thereto and any agreement made under such authority shall be
effective and binding on all concerned.
43
Notices
43.1
Except as otherwise provided in these Articles, any notice or document may be served by the Company or by the person entitled to give
notice to any Member either personally, by email or by sending it through the post in a prepaid letter or via a recognised courier service,
fees prepaid, addressed to the Member at his address as appearing in the Register of Members or, to the extent permitted by all applicable
laws and regulations, by electronic means by transmitting it to any electronic number or address or website supplied by the Member to
the Company or by placing it on the Company’s Website,
provided
that, (i) with respect to notification via electronic
means, the Company has obtained the Member’s prior express positive confirmation in writing to receive or otherwise have made available
to him notices in such fashion, and (i) with respect to posting to Company’s Website, notification of such posting is provided
to such Member. In the case of joint holders of a share, all notices shall be given to that one of the joint holders whose name stands
first in the Register of Members in respect of the joint holding, and notice so given shall be sufficient notice to all the joint holders.
43.2
An affidavit of the mailing or other means of giving any notice of any general meeting, executed by the Secretary, Assistant Secretary
or any transfer agent of the Company giving the notice, shall be prima facie evidence of the giving of such notice.
43.3
Any Member present, either personally or by proxy, at any meeting of the Company shall for all purposes be deemed to have received
due notice of such meeting and, where requisite, of the purposes for which such meeting was convened.
43.4
Any notice or other document, if served by (a) post, shall be deemed to have been served when the letter containing the same
is posted, or (b) email, shall be deemed to have been served upon confirmation of successful transmission, or (c) recognised
courier service, shall be deemed to have been served when the letter containing the same is delivered to the courier service and in proving
such service it shall be sufficient to provide that the letter containing the notice or documents was properly addressed and duly posted
or delivered to the courier, or (d) electronic means as provided herein shall be deemed to have been served and delivered on the
day on which it is successfully transmitted or at such later time as may be prescribed by any applicable laws or regulations.
43.5
Any notice or document delivered or sent to any Member in accordance with the terms of these Articles shall notwithstanding that such
Member be then dead or bankrupt, and whether or not the Company has notice of his death or bankruptcy, be deemed to have been duly served
in respect of any share registered in the name of such Member as sole or joint holder, unless his name shall at the time of the service
of the notice or document, have been removed from the Register of Members as the holder of the share, and such service shall for all purposes
be deemed a sufficient service of such notice or document on all persons interested (whether jointly with or as claiming through or under
him) in the share.
43.6
Notice of every general meeting shall be given to:
(a)
all Members who have supplied to the Company an address for the giving of notices to them, except that in case of joint holders, the
notice shall be sufficient if given to the joint holder first named in the Register of Members; and
(b)
each Director.
43.7
No other person shall be entitled to receive notices of general meetings.
44
Information
44.1
No Member shall be entitled to require discovery of any information in respect of any detail of the Company’s trading or any
information which is or may be in the nature of a trade secret or secret process which may relate to the conduct of the business of the
Company and which in the opinion of the Directors would not be in the interests of the Members of the Company to communicate to the public.
44.2
The Directors shall be entitled (but not required, except as provided by law) to release or disclose any information in its possession,
custody or control regarding the Company or its affairs to any of its Members including, without limitation, information contained in
the Register of Members and transfer books of the Company.
45
Indemnity
45.1
The Company shall indemnify and hold harmless, to the fullest extent permitted under the laws of the Cayman Islands as they presently
exist or may hereafter be amended, any director or officer of the Company who was or is made or is threatened to be made a party or is
otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “
Proceeding
”)
by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the
Company or, while serving as a director or officer of the Company, is or was serving at the request of the Company as a director, officer,
employee or agent of another corporation or of a partnership (a “
covered person
”), joint venture, trust, enterprise
or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including
attorneys’ fees, judgments, fines ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred by such person
in connection with any such Proceeding. Notwithstanding the preceding sentence, except as otherwise provided in Article 45.4, the
Company shall be required to indemnify a person in connection with a Proceeding initiated by such person only if the Proceeding was authorized
in the specific case by the Board.
45.2
The Company shall have the power to indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently
exists or may hereafter be amended, any employee or agent of the Company who was or is made or is threatened to be made a party or is
otherwise involved in any Proceeding by reason of the fact that he or she, or a person for whom he or she is the legal representative,
is or was an employee or agent of the Company or is or was serving at the request of the Company as a director, officer, employee or agent
of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee
benefit plans, against all liability and loss suffered and expenses reasonably incurred by such person in connection with any such Proceeding.
45.3
The Company shall to the fullest extent not prohibited by applicable law pay the expenses (including attorneys’ fees) incurred
by any covered person, and may pay the expenses incurred by any employee or agent of the Company, in defending any Proceeding in advance
of its final disposition;
provided, however,
that such payment of expenses in advance of the final disposition of the Proceeding
shall be made only upon receipt of an undertaking by the person to repay all amounts advanced if it should be ultimately determined that
the person is not entitled to be indemnified under this Article 45 or otherwise.
45.4
If a claim for indemnification (following the final disposition of such Proceeding) under this Article 45 is not paid in full
within sixty (60) days, or a claim for advancement of expenses under this Article 45 is not paid in full within thirty (30) days,
after a written claim therefor has been received by the Company the claimant may thereafter (but not before) file suit to recover the
unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim
to the fullest extent permitted by law. In any such action the Company shall have the burden of proving that the claimant was not entitled
to the requested indemnification or payment of expenses under applicable law.
45.5
The rights conferred on any person by this Article 45 shall not be exclusive of any other rights which such person may have or
hereafter acquire under any statute, provision of these Articles, agreement, vote of Members or disinterested directors or otherwise.
45.6
The Directors, on behalf of the Company may purchase and maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust enterprise or non-profit entity against any liability asserted against him or her and incurred
by him or her in any such capacity, or arising out of his or her status as such, whether or not the Company would have the power to indemnify
him or her against such liability under Cayman Islands law.
45.7
The Company’s obligation, if any, to indemnify or advance expenses to any person who was or is serving at its request as a director,
officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or non-profit entity shall be reduced
by any amount such person may collect as indemnification or advancement of expenses from such other corporation, partnership, joint venture,
trust, enterprise or non-profit enterprise.
45.8
The rights to indemnification and to prepayment of expenses provided by, or granted pursuant to, this Article 45 shall continue
notwithstanding that the person has ceased to be a director or officer of the Company and shall inure to the benefit of the estate, heirs,
executors, administrators, legatees and distributees of such person.
45.9
The provisions of this Article 45 shall constitute a contract between the Company, on the one hand, and, on the other hand, each
individual who serves or has served as a director or officer of the Company (whether before or after the adoption of these Articles),
in consideration of such person’s performance of such services, and pursuant to this Article 45 the Company intends to be legally
bound to each such current or former director or officer of the Company. With respect to current and former directors and officers of
the Company, the rights conferred under this Article 45 are present contractual rights and such rights are fully vested, and shall
be deemed to have vested fully, immediately upon adoption of these Articles. With respect to any directors or officers of the Company
who commence service following adoption of these Articles, the rights conferred under this provision shall be present contractual rights
and such rights shall fully vest, and be deemed to have vested fully, immediately upon such director or officer commencing service as
a director or officer of the Company.
45.10
Any repeal or modification of the foregoing provisions of this Article 45 shall not adversely affect any right or protection
(i) hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification or (ii) under
any agreement providing for indemnification or advancement of expenses to an officer or director of the Company in effect prior to the
time of such repeal or modification.
45.11
Any reference to an officer of the Company in this Article 45 shall be deemed to refer exclusively to the Chief Executive Officer,
President, and Secretary, Vice President or other officer of the Company appointed by (x) the Board pursuant to these Articles or
(y) an officer to whom the Board has delegated the power to appoint officers pursuant to these Articles, and any reference to an
officer of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall be deemed to refer
exclusively to an officer appointed by the Board (or equivalent governing body) of such other entity pursuant to the memorandum of association,
Articles of association, certificate of incorporation and bylaws (or equivalent organizational documents) of such other corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise. The fact that any person who is or was an employee of the Company or
an employee of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise has been given or has
used the title of “Vice President” or any other title that could be construed to suggest or imply that such person is or may
be an officer of the Company or of such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise
shall not result in such person being constituted as, or being deemed to be, an officer of the Company or of such other corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise for purposes of this Article 45.
46
Financial Year
Unless the Directors otherwise prescribe, the financial year
of the Company shall end on December 31 in each year and shall begin on the day following.
47
Winding Up
47.1
If the Company shall be wound up the liquidator shall apply the assets of the Company in satisfaction of creditors’ claims in
such manner and order as such liquidator thinks fit. Subject to the rights attaching to any shares, in a winding up:
(a)
if the assets available for distribution amongst the Members shall be insufficient to repay the whole of the Company’s issued
share capital, such assets shall be distributed so that, as nearly as may be, the losses shall be borne by the Members in proportion to
the par value of the shares held by them; or
(b)
if the assets available for distribution amongst the Members shall be more than sufficient to repay the whole of the Company’s
issued share capital at the commencement of the winding up, the surplus shall be distributed amongst the Members in proportion to the
par value of the shares held by them at the commencement of the winding up subject to a deduction from those shares in respect of which
there are monies due, of all monies payable to the Company for unpaid calls or otherwise.
47.2
If the Company shall be wound up the liquidator may, subject to the rights attaching to any shares and with the sanction of a Special
Resolution of the Company and any other sanction required by the Statute, divide amongst the Members in kind the whole or any part of
the assets of the Company (whether such assets shall consist of property of the same kind or not) and may for that purpose value any assets
and determine how the division shall be carried out as between the Members or different classes of Members. The liquidator may, with the
like sanction, vest the whole 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 think fit, but so that no Member shall be compelled to accept any asset upon which there is a liability.
48
Amendment of Memorandum and Articles of Association and Name of Company
48.1
Subject to the provisions of the Statute and the provisions of these Articles as regards the matters to be dealt with by Ordinary
Resolution, the following actions shall require a Special Resolution of the Company:
(a)
change its name;
(b)
alter or add to these Articles;
(c)
alter or add to the Memorandum with respect to any objects, powers or other matters specified therein; and
(d)
reduce its share capital or any capital redemption reserve fund.
49
Registration by Way of Continuation
Subject to these Articles, the Company may by Special Resolution
resolve to be registered by way of continuation in a jurisdiction outside the Cayman Islands or such other jurisdiction in which it is
for the time being incorporated, registered or existing. In furtherance of a resolution adopted pursuant to this Article, the Directors
may cause an application to be made to the Registrar of Companies to deregister the Company in the Cayman Islands or such other jurisdiction
in which it is for the time being incorporated, registered or existing and may cause all such further steps as they consider appropriate
to be taken to effect the transfer by way of continuation of the Company.
50
Mergers and Consolidations
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 Statute), upon such terms as the Directors
may determine.
51
Business Opportunities
51.1
To the fullest extent permitted by Applicable Law, any Director who is not employed by the Company or its subsidiaries shall not have
any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar
business activities or lines of business as the Company. To the fullest extent permitted by Applicable Law, the Company renounces any
interest or expectancy of the Company in, or in being offered an opportunity to participate in, any potential transaction or matter which
may be a corporate opportunity for any Director who is not employed by the Company or its subsidiaries, on the one hand, and the Company,
on the other. Except to the extent expressly assumed by contract, to the fullest extent permitted by Applicable Law, no Director who is
not employed by the Company or its subsidiaries shall have no duty to communicate or offer any such corporate opportunity to the Company
and shall not be liable to the Company or its Members for breach of any fiduciary duty as a Member, Director and/or Officer solely by
reason of the fact that such party pursues or acquires such corporate opportunity for itself, himself or herself, directs such corporate
opportunity to another person, or does not communicate information regarding such corporate opportunity to the Company.
51.2
The Company hereby renounces any interest or expectancy of the Company in, or in being offered an opportunity to participate in, any
potential transaction or matter which may be a corporate opportunity for both the Company and any Director who is not employed by the
Company or its subsidiaries, about which any such Director acquires knowledge;
provided
that, the Company does not renounce any
interest or expectancy it may have in any business opportunity that is expressly offered to any Director solely in his or her capacity
as a Director or Officer, and not in any other capacity.
51.3
In addition to and notwithstanding the foregoing provisions of this Article, a corporate opportunity shall not be deemed to belong
to the Company if it is a business opportunity the Company is not financially able or contractually permitted or legally able to undertake,
or that is, from its nature, not in the line of the Company’s business or is of no practical advantage to it or that is one in which
the Company has no interest or reasonable expectancy.
51.4
To the extent a court might hold that the conduct of any activity related to a corporate opportunity that is renounced in this Article to
be a breach of duty to the Company or its Members, the Company hereby waives, to the fullest extent permitted by Applicable Law, any and
all claims and causes of action that the Company may have for such activities. To the fullest extent permitted by Applicable Law, the
provisions of this Article apply equally to activities conducted in the future and that have been conducted in the past.