Wetour Robotics披露已生效的100合1并股后公司章程修订，属行政备案

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6-K
1
ea0304709-6k_wetour.htm
REPORT OF FOREIGN PRIVATE ISSUER
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of September 2026
Commission File Number 001-42536
Wetour Robotics Limited
(Translation of registrant’s name into English)
Room 7003
3300 N Interstate 35 Ste 700
Austin, TX 78705
(Address of principal executive offices)
Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒
Form 40-F ☐
Information contained in this Current Report
on Form 6-K
Amendments to Memorandum
On February 27, 2026,
Wetour Robotics Limited (the “Company”) held an extraordinary general meeting at which shareholders passed an ordinary resolution
approving the consolidation of the authorised, issued, and outstanding shares of par value US$0.0001 each in the share capital of the
Company (the “Shares”) at a ratio within a range of not less than 2:1 and not greater than 100:1, with the exact ratio and
effective date to be determined by the directors of the Company (the “Shareholder Approval”).
Pursuant to the Shareholder
Approval, the directors of the Company passed unanimous written resolutions on July 6, 2026 to effect a consolidation of the Shares on
a 100:1 ratio with effect from August 3, 2026 (the “Share Consolidation”). The Share Consolidation was effectuated with Nasdaq
on August 3, 2026.
To reflect the
Share Consolidation, the Company filed the amended and restated memorandum and articles of association (“M&A”) with
the Cayman Islands Registrar of Companies on August 5, 2026. A copy of the M&A is filed as Exhibit 3.1 to this Current Report on
Form 6-K.
1
Incorporation by Reference
This report
on Form 6-K (the “Report”) shall be deemed to be incorporated by reference into the registration statements on
Form
S-8
(File No. 333-291960) and Form F-3 (File Nos.
333-294373
and
333-295457
) of the Company,
including any prospectuses forming a part of such registration statements, and to be a part thereof from the date on which this Report
is filed with the U.S. Securities and Exchange Commission (the “SEC”), to the extent not superseded by documents or reports
subsequently filed or furnished.
EXHIBIT INDEX
Exhibit No.
Description
3.1
Amended and Restated Memorandum and Articles of Association of Wetour Robotics Limited
2
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Wetour Robotics Limited
Date: September 4, 2026
By:
/s/ Nan Zheng
Name:
Nan Zheng
Title:
Chief Executive Officer
3

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EX-3.1
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ea030470901ex3-1.htm
AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF WETOUR ROBOTICS LIMITED
Exhibit 3.1
Companies
Act (Revised)
Company Limited by Shares
AMENDED
AND RESTATED
MEMORANDUM OF ASSOCIATION
OF
Wetour Robotics Limited
(Adopted by special resolution on 27 February 2026 and
made effective on 3 August 2026)
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Companies
Act (Revised)
Company Limited by Shares
Amended and Restated
Memorandum of Association
of
Wetour Robotics Limited
Adopted by special resolution on 27
February 2026 and made effective on 3 August 2026
1
The name of the Company is
Wetour Robotics Limited
.
2
The Registered Office of the Company shall be at the offices of Ogier Global (Cayman)
Limited, 89 Nexus Way, Camana Bay, Grand Cayman KY1-9009, Cayman Islands, or at such other place within the Cayman Islands as the Directors
may decide.
3
The Company’s objects are unrestricted. As provided by section 7(4) of the Companies
Act (Revised), the Company has full power and authority to carry out any object not prohibited by any law of the Cayman Islands.
4
The Company has unrestricted corporate capacity. Without limitation to the foregoing,
as provided by section 27 (2) of the Companies Act (Revised), the Company has and is capable of exercising all the functions of a natural
person of full capacity irrespective of any question of corporate benefit.
5
Nothing in any of the preceding paragraphs permits the Company to carry on any
of the following businesses without being duly licensed, namely:
(a)
the business of a bank or trust company without being licensed in that behalf
under the Banks and Trust Companies Act (Revised); or
(b)
insurance business from within the Cayman Islands or the business of an insurance
manager, agent, sub-agent or broker without being licensed in that behalf under the Insurance Act (Revised);or
(c)
the business of company management without being licensed in that behalf under
the Companies Management Act (Revised).
6
The Company will not trade in the Cayman Islands with any person, firm or corporation
except in furtherance of its business carried on outside the Cayman Islands. Despite this, the Company may effect and conclude contracts
in the Cayman Islands and exercise in the Cayman Islands any of its powers necessary for the carrying on of its business outside the Cayman
Islands.
7
The Company is a company limited by shares and accordingly the liability of each
member is limited to the amount (if any) unpaid on that member’s shares.
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8
The share capital of the Company is US$100,000 divided into10,000,000
shares of par value US$0.01 each. Other than as set out in the preceding sentence, there is no limit on the number of shares of any class
which the Company is authorised to issue. However, subject to the Companies Act (Revised) and the Company’s articles of association, the
Company has power to do any one or more of the following:
(a)
redeem or repurchase any of its shares;
(b)
increase or reduce its capital;
(c)
issue any part of its capital (whether original, redeemed, increased or reduced):
(i)
with or without any preferential, deferred, qualified or
special rights, privileges or conditions; or
(ii)
subject to any limitations or restrictions,
and unless the condition of issue expressly declares otherwise,
every issue of shares (whether declared to be ordinary, preference or otherwise) is subject to this power; and
(d)
alter any of those rights, privileges, conditions, limitations or restrictions.
9
The Company has 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.
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Companies Act (Revised)
Company Limited By Shares
AMENDED
AND RESTATED
ARTICLES OF ASSOCIATION
of
Wetour Robotics Limited
(Adopted by special resolution passed on 27 February 2026 and made
effective on 3 August 2026)
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CONTENTS
1
Definitions, interpretation and exclusion of Table A
1
Definitions
1
Interpretation
3
Exclusion of Table A Articles
4
2
Shares
5
Power to issue Shares and options, with or without special rights
5
Power to pay commissions and brokerage fees
5
Trusts not recognised
5
Security interests
6
Power to vary class rights
6
Effect of new Share issue on existing class rights
6
No bearer Shares or warrants
6
Treasury Shares
6
Rights attaching to Treasury Shares and related matters
7
Register of Members
7
Annual Return
7
3
Share certificates
8
Issue of share certificates
8
Renewal of lost or damaged share certificates
8
4
Lien on Shares
9
Nature and scope of lien
9
Company may sell Shares to satisfy lien
9
Authority to execute instrument of transfer
9
Consequences of sale of Shares to satisfy lien
10
Application of proceeds of sale
10
5
Calls on Shares and forfeiture
10
Power to make calls and effect of calls
10
Time when call made
11
Liability of joint holders
11
Interest on unpaid calls
11
Deemed calls
11
Power to accept early payment
11
Power to make different arrangements at time of issue of Shares
11
Notice of default
12
Forfeiture or surrender of Shares
12
Disposal of forfeited or surrendered Share and power to cancel forfeiture or surrender
12
Effect of forfeiture or surrender on former Member
12
Evidence of forfeiture or surrender
13
Sale of forfeited or surrendered Shares
13
6
Transfer of Shares
13
Right to transfer
13
Suspension of transfers
14
Company may retain instrument of transfer
14
Notice of refusal to register
14
7
Transmission of Shares
15
Persons entitled on death of a Member
15
Registration of transfer of a Share following death or bankruptcy
15
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Indemnity
15
Rights of person entitled to a Share following death or bankruptcy
16
8
Alteration of capital
16
Increasing, consolidating, converting, dividing and cancelling share capital
16
Dealing with fractions resulting from consolidation of Shares
16
Reducing share capital
17
9
Redemption and purchase of own Shares
17
Power to issue redeemable Shares and to purchase own Shares
17
Power to pay for redemption or purchase in cash or in specie
17
Effect of redemption or purchase of a Share
18
10
Meetings of Members
18
Annual and extraordinary general meetings
18
Power to call meetings
18
Content of notice
19
Period of notice
20
Persons entitled to receive notice
20
Accidental omission to give notice or non-receipt of notice
20
11
Proceedings at meetings of Members
21
Quorum
21
Lack of quorum
21
Chairman
21
Right of a Director to attend and speak
21
Accommodation of Members at meeting virtually
21
Security
22
Adjournment
22
Method of voting
22
Outcome of vote by show of hands
22
Withdrawal of demand for a poll
23
Taking of a poll
23
Chairman’s casting vote
23
Written resolutions
23
Sole-Member Company
24
12
Voting rights of Members
24
Right to vote
24
Rights of joint holders
24
Representation of corporate Members
25
Member with mental disorder
25
Objections to admissibility of votes
25
Form of proxy
26
How and when proxy is to be delivered
26
Voting by proxy
28
13
Number of Directors
28
14
Appointment, disqualification and removal of Directors
28
First Directors
28
No age limit
28
Corporate Directors
28
No shareholding qualification
29
Appointment of Directors
29
Board’s power to appoint Directors
29
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Eligibility
29
Appointment at annual general meeting
30
Removal of Directors
30
Resignation of Directors
30
Termination of the office of Director
30
15
Alternate Directors
31
Appointment and removal
31
Notices
31
Rights of alternate Director
32
Appointment ceases when the appointor ceases to be a Director
32
Status of alternate Director
32
Status of the Director making the appointment
32
16
Powers of Directors
32
Powers of Directors
32
Directors below the minimum number
33
Appointments to office
33
Provisions for employees
34
Exercise of voting rights
34
Remuneration
34
Disclosure of information
34
17
Delegation of powers
35
Power to delegate any of the Directors’ powers to a committee
35
Local boards
35
Power to appoint an agent of the Company
36
Power to appoint an attorney or authorised signatory of the Company
36
Borrowing Powers
36
Corporate Governance
37
18
Meetings of Directors
37
Regulation of Directors’ meetings
37
Calling meetings
37
Notice of meetings
37
Use of technology
37
Quorum
37
Chairman or deputy to preside
38
Voting
38
Recording of dissent
38
Written resolutions
38
Validity of acts of Directors in spite of formal defect
39
19
Permissible Directors’ interests and disclosure
39
20
Minutes
40
21
Accounts and audit
40
Auditors
40
22
Record dates
41
23
Dividends
41
Source of dividends
41
Declaration of dividends by Members
41
Payment of interim dividends and declaration of final dividends by Directors
42
Apportionment of dividends
42
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Right of set off
43
Power to pay other than in cash
43
How payments may be made
43
Dividends or other monies not to bear interest in absence of special rights
44
Dividends unable to be paid or unclaimed
44
24
Capitalisation of profits
44
Capitalisation of profits or of any share premium account or capital redemption reserve;
44
Applying an amount for the benefit of Members
45
25
Share Premium Account
45
Directors to maintain share premium account
45
Debits to share premium account
45
26
Seal
45
Company seal
45
Duplicate seal
45
When and how seal is to be used
46
If no seal is adopted or used
46
Power to allow non-manual signatures and facsimile printing of seal
46
Validity of execution
46
27
Indemnity
46
Release
47
Insurance
47
28
Notices
48
Form of notices
48
Electronic communications
48
Persons entitled to notices
49
Persons authorised to give notices
49
Delivery of written notices
49
Joint holders
49
Signatures
50
Giving notice to a deceased or bankrupt Member
50
Date of giving notices
50
Saving provision
51
29
Authentication of Electronic Records
51
Application of Articles
51
Authentication of documents sent by Members by Electronic means
51
Authentication of document sent by the Secretary or Officers of the Company by Electronic means
52
Manner of signing
52
Saving provision
52
30
Transfer by way of continuation
53
31
Winding up
53
Distribution of assets in specie
53
No obligation to accept liability
53
32
Amendment of Memorandum and Articles
53
Power to change name or amend Memorandum
53
Power to amend these Articles
53
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Companies Act (Revised)
Company Limited by Shares
Amended and Restated
Articles
of Association
of
WETOUR ROBOTICS LIMITED
(Adopted by special resolution
passed on 27 February 2026 and made effective on 3 August 2026)
1
Definitions, interpretation and exclusion of Table A
Definitions
1.1
In these Articles, the following definitions apply:
Act
means the Companies Act (Revised) of the Cayman Islands, including any statutory modification or re-enactment thereof for the
time being in force;
Articles
means, as appropriate:
(a)
these articles of association as amended from time to time: or
(b)
two or more particular
articles of these Articles;
and
Article
refers to a particular article of these Articles;
Auditors
means the auditor or auditors for the time being of the Company;
Board
means the board of Directors from time to time;
Business
Day
means a day when banks in Grand Cayman, the Cayman Islands are open for the transaction of normal banking business and
for the avoidance of doubt, shall not include a Saturday, Sunday or public holiday in the Cayman Islands;
Cayman
Islands
means the British Overseas Territory of the Cayman Islands;
Clear
Days
, in relation to a period of notice, means that period excluding:
(a)
the day when the notice is given or deemed to be given; and
(b)
the day for which it is given or on which it is to take effect;
Commission
means Securities and Exchange Commission of the United States of America or other federal agency for the time being administering
the U.S. Securities Act;
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Company
means the above-named company;
Default
Rate
means ten per cent per annum;
Designated
Stock Exchanges
means Nasdaq Capital Market in the United States of America for so long as the Company’s Shares are there
listed and any other stock exchange on which the Company’s Shares are listed for trading;
Designated
Stock Exchange Rules
means the relevant code, rules and regulations, as amended, from time to time, applicable as a result
of the original and continued listing of any Shares on the Designated Stock Exchanges;
Directors
means the directors for the time being of the Company and the expression Director shall be construed accordingly;
Electronic
has the meaning given to that term in the Electronic Transactions Act (Revised) of the Cayman Islands
;
Electronic
Record
has the meaning given to that term in the Electronic Transactions Act (Revised) of the Cayman Islands;
Electronic
Signature
has the meaning given to that term in the Electronic Transactions Act (Revised) of the Cayman Islands;
Fully
Paid Up
means:
(a)
in relation to a Share with par value, means that the par value for that Share
and any premium payable in respect of the issue of that Share, has been fully paid or credited as paid in money or money’s worth;
and
(b)
in relation to a Share without par value, means that the agreed issue price for
that Share has been fully paid or credited as paid in money or money’s worth;
General
Meeting
means a general meeting of the Company duly constituted in accordance with the Articles;
Independent
Director
means a Director who is an independent director as defined in the Designated Stock Exchange Rules as determined by
the Board;
Member
means any person or persons entered on the register of Members from time to time as the holder of a Share;
Memorandum
means the memorandum of association of the Company as amended from time to time;
month
means a calendar month;
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Officer
means a person appointed to hold an office in the Company including a Director, alternate Director or liquidator and excluding
the Secretary;
Ordinary
Resolution
means a resolution of a General Meeting passed by a simple majority of Members who (being entitled to do so) vote
in person or by proxy at that meeting. The expression includes a unanimous written resolution;
Ordinary
Share
means an ordinary share in the capital of the Company and having the rights set out in these Articles;
Partly
Paid Up
means:
(a)
in relation to a Share with par value, that the par value for that Share and any
premium payable in respect of the issue of that Share, has not been fully paid or credited as paid in money or money’s worth; and
(b)
in relation to a Share without par value, means that the agreed issue price for
that Share has not been fully paid or credited as paid in money or money’s worth;
Secretary
means a person appointed to perform the duties of the secretary of the Company, including a joint, assistant or deputy secretary;
Share
means a share in the capital of the Company and the expression:
(a)
includes stock (except where a distinction between shares and stock is expressed
or implied); and
(b)
where the context permits, also includes a fraction of a Share;
Special
Resolution
means a resolution of a General Meeting or a resolution of a meeting of the holders of any class of Shares in a
class meeting duly constituted in accordance with the Articles in each case passed by a majority of not less than two-thirds of Members
who (being entitled to do so) vote in person or by proxy at that meeting. The expression includes a unanimous written resolution;
Treasury
Shares
means Shares held in treasury pursuant to the Act and Article 2.12; and
U.S.
Securities Act
means the Securities Act of 1933 of the United States of America, as amended, or any similar federal statute
and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time.
Interpretation
1.2
In the interpretation of these Articles, the following provisions apply unless the
context otherwise requires:
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(a)
A reference in these Articles to a statute is a reference to a statute of the Cayman
Islands as known by its short title, and includes:
(i)
any statutory modification, amendment or re-enactment; and
(ii)
any subordinate legislation or regulations issued under that statute.
Without limitation to the preceding
sentence, a reference to a revised Act of the Cayman Islands is taken to be a reference to the revision of that Act in force from time
to time as amended from time to time.
(b)
Headings are inserted for convenience only and do not affect the interpretation
of these Articles, unless there is ambiguity.
(c)
If a day on which any act, matter or thing is to be done under these Articles
is not a Business Day, the act, matter or thing must be done on the next Business Day.
(d)
A word which denotes the singular also denotes the plural, a word which denotes
the plural also denotes the singular, and a reference to any gender also denotes the other genders.
(e)
A reference to a
person
includes, as appropriate, a company, trust, partnership, joint venture, association, body corporate or government agency.
(f)
Where a word or phrase is given a defined meaning another part of speech or grammatical
form in respect to that word or phrase has a corresponding meaning.
(g)
All references to time are to be calculated by reference to time in the place where the Company’s registered office
is located.
(h)
The words
written
and
in writing
include all modes of representing or
reproducing words in a visible form, but do not include an Electronic Record where the distinction between a document in writing and an
Electronic Record is expressed or implied.
(i)
The words
including
,
include
and
in
particular
or any similar expression are to be construed without limitation.
1.3
The headings in these Articles are intended for convenience only and shall not
affect the interpretation of these Articles.
Exclusion of Table A Articles
1.4
The regulations contained in Table A in the First Schedule of the Act and any other
regulations contained in any statute or subordinate legislation are expressly excluded and do not apply to the Company.
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2
Shares
Power to issue Shares and options, with or without
special rights
2.1
Subject to the provisions of the Act and these Articles about the redemption and
purchase of the Shares, the Directors have general and unconditional authority to allot (with or without confirming rights of renunciation),
grant options over or otherwise deal with any unissued Shares to such persons, at such times and on such terms and conditions as they
may decide. No Share may be issued at a discount except in accordance with the provisions of the Act.
2.2
Without limitation to the preceding Article, the Directors may so deal with the
unissued Shares:
(a)
either at a premium or at par; or
(b)
with or without preferred, deferred or other special rights or restrictions, whether
in regard to dividend, voting, return of capital or otherwise.
2.3
Without limitation to the two preceding Articles, the Directors may refuse to accept
any application for Shares, and may accept any application in whole or in part, for any reason or for no reason.
Power to pay commissions and brokerage fees
2.4
The Company may pay a commission to any person in consideration of that person:
(a)
subscribing or agreeing to subscribe, whether absolutely or conditionally; or
(b)
procuring or agreeing to procure subscriptions, whether absolute or conditional,
for any Shares. That commission may be satisfied
by the payment of cash or the allotment of Fully Paid Up or Partly Paid Up Shares or partly in one way and partly in another.
2.5
The Company may employ a broker in the issue of its capital and pay him any proper
commission or brokerage.
Trusts not recognised
2.6
Except as required by Law:
(a)
no person shall be recognised by the Company as holding any Share on any trust; and
(b)
no person other than the Member shall be recognised by the Company as having any
right in a Share.
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Security interests
2.7
Notwithstanding the preceding Article, the Company may (but shall not be obliged
to) recognise a security interest of which it has actual notice over shares. The Company shall not be treated as having recognised any
such security interest unless it has so agreed in writing with the secured party.
Power to vary class rights
2.8
If the share capital is divided into different classes of Shares then, unless the
terms on which a class of Shares was issued state otherwise, the rights attaching to a class of Shares may only be varied if one of the
following applies:
(a)
the Members holding not less than two-thirds of the issued Shares of that class
consent in writing to the variation; or
(b)
the variation is made with the sanction of a Special Resolution passed at a separate
general meeting of the Members holding the issued Shares of that class.
2.9
For the purpose of Article 2.8(b), all the provisions
of these Articles relating to general meetings apply, mutatis mutandis, to every such separate meeting except that:
(a)
the necessary quorum shall be one or more persons holding, or representing by proxy,
not less than one third of the issued Shares of the class; and
(b)
any Member holding issued Shares of the class, present in person or by proxy or,
in the case of a corporate Member, by its duly authorised representative, may demand a poll.
Effect of new Share issue on existing class rights
2.10
Unless the terms on which a class of Shares was issued state otherwise, the rights
conferred on the Member holding Shares of any class shall not be deemed to be varied by the creation or issue of further Shares ranking
pari passu
with the existing Shares of that class.
No bearer Shares or warrants
2.11
The Company shall not issue Shares or warrants to bearers.
Treasury Shares
2.12
Shares that the Company purchases, redeems or acquires by way of surrender in accordance
with the Act shall be held as Treasury Shares and not treated as cancelled if:
(a)
the Directors so determine prior to the purchase, redemption or surrender of those
shares; and
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(b)
the relevant provisions of the Memorandum and Articles and the Act are otherwise
complied with.
Rights attaching to Treasury Shares and related matters
2.13
No dividend may be declared or paid, and no other distribution (whether in cash
or otherwise) of the Company’s assets (including any distribution of assets to Members on a winding up) may be made to the Company
in respect of a Treasury Share.
2.14
The Company shall be entered in the register of Members as the holder of the Treasury
Shares. However:
(a)
the Company shall not be treated as a Member for any purpose and shall not exercise
any right in respect of the Treasury Shares, and any purported exercise of such a right shall be void; and
(b)
a Treasury Share shall not be voted, directly or indirectly, at any meeting of
the Company and shall not be counted in determining the total number of issued shares at any given time, whether for the purposes of these
Articles or the Act.
2.15
Nothing in Article 2.14 prevents an allotment of Shares
as Fully Paid Up bonus shares in respect of a Treasury Share and Shares allotted as Fully Paid Up bonus shares in respect of a Treasury
Share shall be treated as Treasury Shares.
2.16
Treasury Shares may be disposed of by the Company in accordance with the Act and
otherwise on such terms and conditions as the Directors determine.
Register of Members
2.17
The Directors shall keep or cause to be kept a register of Members as required
by the Act and may cause the Company to maintain one or more branch registers as contemplated by the Act, provided that where the Company
is maintaining one or more branch registers, the Directors shall ensure that a duplicate of each branch register is kept with the Company’s
principal register of Members and updated within such number of days of any amendment having been made to such branch register as may
be required by the Act.
Annual Return
2.18
The Directors in each calendar year shall prepare or cause to be prepared an annual
return and declaration setting forth the particulars required by the Act and shall deliver a copy thereof to the registrar of companies
for the Cayman Islands.
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3
Share certificates
Issue of share certificates
3.1
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.
If the Directors resolve that share certificates shall be issued, upon being entered in the register of Members as the holder of a Share,
the Directors may issue to any Member:
(a)
without payment, one certificate for all the Shares of each class held by that
Member (and, upon transferring a part of the Member’s holding of Shares of any class, to a certificate for the balance of that holding);
and
(b)
upon payment of such reasonable sum as the Directors may determine for every certificate
after the first, several certificates each for one or more of that Member’s Shares.
3.2
Every certificate shall specify the number, class and distinguishing numbers (if
any) of the Shares to which it relates and whether they are Fully Paid Up or Partly Paid Up. A certificate may be executed under seal
or executed in such other manner as the Directors determine.
3.3
Every certificate shall bear legends required under the applicable laws, including
the U.S. Securities Act.
3.4
The Company shall not be bound to issue more than one certificate for Shares held
jointly by several persons and delivery of a certificate for a Share to one joint holder shall be a sufficient delivery to all of them.
Renewal of lost or damaged share certificates
3.5
If a share certificate is defaced, worn-out, lost or destroyed, it may be renewed
on such terms (if any) as to:
(a)
evidence;
(b)
indemnity;
(c)
payment of the expenses reasonably incurred by the Company in investigating the
evidence; and
(d)
payment of a reasonable fee, if any for issuing a replacement share certificate,
as the Directors may determine, and (in the case
of defacement or wearing-out) on delivery to the Company of the old certificate.
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Lien on Shares
Nature and scope of lien
4.1
The Company has 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). The lien is for all monies payable to the Company
by the Member or the Member’s estate:
(a)
either alone or jointly with any other person, whether or not that other person
is a Member; and
(b)
whether or not those monies are presently payable.
4.2
At any time the Board may declare any Share to be wholly or partly exempt from
the provisions of this Article.
Company may sell Shares to satisfy lien
4.3
The Company may sell any Shares over which it has a lien if all of the following
conditions are met:
(a)
the sum in respect of which the lien exists is presently payable;
(b)
the Company gives notice to the Member holding the Share (or to the person entitled
to it in consequence of the death or bankruptcy of that Member) demanding payment and stating that if the notice is not complied with
the Shares may be sold; and
(c)
that sum is not paid within fourteen Clear Days after that notice is deemed to
be given under these Articles,
and Shares to which this Article 4.3
applies shall be referred to as Lien Default Shares.
4.4
The Lien Default Shares may be sold in such manner as the Board determines.
4.5
To the maximum extent permitted by law, the Directors shall incur no personal
liability to the Member concerned in respect of the sale.
Authority to execute instrument of transfer
4.6
To give effect to a sale, the Directors may authorise any person to execute an
instrument of transfer of the Lien Default Shares sold to, or in accordance with the directions of, the purchaser.
4.7
The title of the transferee of the Lien Default Shares shall not be affected by
any irregularity or invalidity in the proceedings in respect of the sale.
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Consequences of sale of Shares to satisfy lien
4.8
On a sale pursuant to the preceding Articles:
(a)
the name of the Member concerned shall be removed from the register of Members as
the holder of those Lien Default Shares; and
(b)
that person shall deliver to the Company for cancellation the certificate (if any)
for those Lien Default Shares.
4.9
Notwithstanding the provisions of Article
4.8,
such person shall remain liable to the Company for all monies which, at the date of sale, were presently
payable by him to the Company in respect of those Lien Default Shares. That person shall also be liable to pay interest on those monies
from the date of sale until payment at the rate at which interest was payable before that sale or, failing that, at the Default Rate.
The Board may waive payment wholly or in part or enforce payment without any allowance for the value of the Lien Default Shares at the
time of sale or for any consideration received on their disposal.
Application of proceeds of sale
4.10
The net proceeds of the sale, after payment of the costs, shall be applied in payment
of so much of the sum for which the lien exists as is presently payable. Any residue shall be paid to the person whose Lien Default Shares
have been sold:
(a)
if no certificate for the Lien Default Shares was issued, at the date of the sale; or
(b)
if a certificate for the Lien Default Shares was issued, upon surrender to the Company
of that certificate for cancellation
but, in either case, subject to the Company retaining a
like lien for all sums not presently payable as existed on the Lien Default Shares before the sale.
5
Calls on Shares and forfeiture
Power to make calls and effect of calls
5.1
Subject to the terms of allotment, the Board may make calls on the Members in respect
of any monies unpaid on their Shares including any premium. The call may provide for payment to be by instalments. Subject to receiving
at least 14 Clear Days’ notice specifying when and where payment is to be made, each Member shall pay to the Company the amount called
on his Shares as required by the notice.
5.2
Before receipt by the Company of any sum due under a call, that call may be revoked
in whole or in part and payment of a call may be postponed in whole or in part. Where a call is to be paid in instalments, the Company
may revoke the call in respect of all or any remaining instalments in whole or in part and may postpone payment of all or any of the remaining
instalments in whole or in part.
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5.3
A Member on whom a call is made shall remain liable for that call notwithstanding
the subsequent transfer of the Shares in respect of which the call was made. He shall not be liable for calls made after he is no longer
registered as Member in respect of those Shares.
Time when call made
5.4
A call shall be deemed to have been made at the time when the resolution of the
Directors authorising the call was passed.
Liability of joint holders
5.5
Members registered as the joint holders of a Share shall be jointly and severally
liable to pay all calls in respect of the Share.
Interest on unpaid calls
5.6
If a call remains unpaid after it has become due and payable the person from
whom it is due and payable shall pay interest on the amount unpaid from the day it became due and payable until it is paid:
(a)
at the rate fixed by the terms of allotment of the Share or in the notice of the call; or
(b)
if no rate is fixed, at the Default Rate.
The Directors may waive payment of the interest wholly
or in part.
Deemed calls
5.7
Any amount payable in respect of a Share, whether on allotment or on a fixed
date or otherwise, shall be deemed to be payable as a call. If the amount is not paid when due the provisions of these Articles shall
apply as if the amount had become due and payable by virtue of a call.
Power to accept early payment
5.8
The Company may accept from a Member the whole or a part of the amount remaining
unpaid on Shares held by him although no part of that amount has been called up.
Power to make different arrangements at time of issue
of Shares
5.9
Subject to the terms of allotment, the Directors may make arrangements on the
issue of Shares to distinguish between Members in the amounts and times of payment of calls on their Shares.
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Notice of default
5.10
If 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 14 Clear Days’ notice requiring payment of:
(a)
the amount unpaid;
(b)
any interest which may have accrued;
(c)
any expenses which have been incurred by the Company due to that person’s default.
5.11
The notice shall state the following:
(a)
the place where payment is to be made; and
(b)
a warning that if the notice is not complied with the Shares in respect of which
the call is made will be liable to be forfeited.
Forfeiture or surrender of Shares
5.12
If the notice given pursuant to Article
5.10
is not complied with, the Directors may, before the payment required by the notice has been received, resolve
that any Share the subject of that notice be forfeited. The forfeiture shall include all dividends or other monies payable in respect
of the forfeited Share and not paid before the forfeiture. Despite the foregoing, the Board may determine that any Share the subject of
that notice be accepted by the Company as surrendered by the Member holding that Share in lieu of forfeiture.
Disposal of forfeited or surrendered Share and power
to cancel forfeiture or surrender
5.13
A forfeited or surrendered Share may be sold, re-allotted or otherwise disposed
of on such terms and in such manner as the Board determine either to the former Member who held that Share or to any other person. The
forfeiture or surrender may be cancelled on such terms as the Directors think fit at any time before a sale, re-allotment or other disposition.
Where, for the purposes of its disposal, a forfeited or surrendered Share is to be transferred to any person, the Directors may authorise
some person to execute an instrument of transfer of the Share to the transferee.
Effect of forfeiture or surrender on former Member
5.14
On forfeiture or surrender:
(a)
the name of the Member concerned shall be removed from the register of Members
as the holder of those Shares and that person shall cease to be a Member in respect of those Shares; and
(b)
that person shall surrender to the Company for cancellation the certificate (if
any) for the forfeited or surrendered Shares.
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5.15
Despite the forfeiture or surrender of his Shares, that person shall remain liable
to the Company for all monies which at the date of forfeiture or surrender were presently payable by him to the Company in respect of
those Shares together with:
(a)
all expenses; and
(b)
interest from the date of forfeiture or surrender until payment:
(i)
at the rate of which interest was payable on those monies before forfeiture; or
(ii)
if no interest was so payable, at the Default Rate.
The Directors, however, may waive payment wholly or in
part.
Evidence of forfeiture or surrender
5.16
A declaration, whether statutory or under oath, made by a Director or the Secretary
shall be conclusive evidence of the following matters stated in it as against all persons claiming to be entitled to forfeited Shares:
(a)
that the person making the declaration is a Director or Secretary of the Company, and
(b)
that the particular Shares have been forfeited or surrendered on a particular date.
Subject to the execution of an instrument of transfer,
if necessary, the declaration shall constitute good title to the Shares.
Sale of forfeited or surrendered Shares
5.17
Any person to whom the forfeited or surrendered Shares are disposed of shall not
be bound to see to the application of the consideration, if any, of those Shares nor shall his title to the Shares be affected by any
irregularity in, or invalidity of the proceedings in respect of, the forfeiture, surrender or disposal of those Shares.
6
Transfer of Shares
Right to transfer
6.1
The instrument of transfer of any Share shall be in writing and in any usual or
common form or such other form as the Directors may, in their absolute discretion, approve and be executed by or on behalf of the transferor
and if in respect of a nil or Partly Paid Up Share, or if so required by the Directors, shall also be executed on behalf of the transferee
and shall be accompanied by the certificate (if any) of the Shares to which it relates and such other evidence as the Directors may reasonably
require to show the right of the transferor to make the transfer. The transferor shall be deemed to remain a Member until the name of
the transferee is entered in the register of Members in respect of the relevant Shares.
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6.2
The Directors may in their absolute discretion decline to register any transfer
of Shares which is not Fully Paid Up or on which the Company has a lien.
6.3
The Directors may also, but are not required to, decline to register any transfer
of any Share unless:
(a)
the instrument of transfer is lodged with the Company, accompanied by the certificate
(if any) for the Shares to which it relates and such other evidence as the Board may reasonably require to show the right of the transferor
to make the transfer;
(b)
the instrument of transfer is in respect of only one class of Shares;
(c)
the instrument of transfer is properly stamped, if required;
(d)
in the case of a transfer to joint holders, the number of joint holders to whom
the Share is to be transferred does not exceed four;
(e)
the Shares transferred are Fully Paid Up and free of any lien in favour of the
Company; and
(f)
any applicable fee of such maximum sum as the Designated Stock Exchanges may determine
to be payable, or such lesser sum as the Board may from time to time require, related to the transfer is paid to the Company.
Suspension of transfers
6.4
The registration of transfers may, on 14 days’ notice being given by advertisement
in such one or more newspapers or by electronic means, be suspended and the register of Members closed at such times and for such periods
as the Directors may, in their absolute discretion, from time to time determine, provided always that such registration of transfer shall
not be suspended nor the register of Members closed for more than 30 days in any year.
Company may retain instrument of transfer
6.5
All instruments of transfer that are registered shall be retained by the Company.
Notice of refusal to register
6.6
If the Directors refuse to register a transfer of any Shares, they shall within
three months after the date on which the instrument of transfer was lodged with the Company send to each of the transferor and the transferee
notice of the refusal.
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Transmission of Shares
Persons entitled on death of a Member
7.1
If a Member dies, the only persons recognised by the Company as having any title to the deceased Members’ interest are the following:
(a)
where the deceased Member was a joint holder, the survivor or survivors; and
(b)
where the deceased Member was a sole holder, that Member’s personal representative or representatives.
7.2
Nothing in these Articles shall release the deceased Member’s estate from any liability in respect of any Share, whether the deceased was a sole holder
or a joint holder.
Registration of transfer of a Share following death
or bankruptcy
7.3
A person becoming entitled to a Share in consequence of the death or bankruptcy
of a Member may elect to do either of the following:
(a)
to become the holder of the Share; or
(b)
to transfer the Share to another person.
7.4
That person must produce such evidence of his entitlement as the Directors may
properly require.
7.5
If the person elects to become the holder of the Share, he must give notice to
the Company to that effect. For the purposes of these Articles, that notice shall be treated as though it were an executed instrument
of transfer.
7.6
If the person elects to transfer the Share to another person then:
(a)
if the Share is Fully Paid Up, the transferor must execute an instrument of transfer;
and
(b)
if the Share is nil or Partly Paid Up, the transferor and the transferee must execute
an instrument of transfer.
7.7
All the Articles relating to the transfer of Shares shall apply to the notice
or, as appropriate, the instrument of transfer.
Indemnity
7.8
A person registered as a Member by reason of the death or bankruptcy of another
Member shall indemnify the Company and the Directors against any loss or damage suffered by the Company or the Directors as a result of
that registration.
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Rights of person entitled to a Share following death
or bankruptcy
7.9
A person becoming entitled to a Share by reason of the death or bankruptcy of
a Member shall have the rights to which he would be entitled if he were registered as the holder of the Share. But, until he is registered
as Member in respect of the Share, he shall not be entitled to attend or vote at any meeting of the Company or at any separate meeting
of the holders of that class of Shares.
8
Alteration of capital
Increasing, consolidating, converting, dividing and
cancelling share capital
8.1
To the fullest extent permitted by the Act, the Company may by Ordinary Resolution
do any of the following and amend its Memorandum for that purpose:
(a)
increase its share capital by new Shares of the amount fixed by that Ordinary
Resolution and with the attached rights, priorities and privileges set out in that Ordinary Resolution;
(b)
consolidate and divide all or any of its share capital into Shares of larger amount
than its existing Shares;
(c)
convert all or any of its Paid Up Shares into stock, and reconvert that stock
into Paid Up Shares of any denomination;
(d)
sub-divide its Shares or any of them into Shares of an amount smaller than that
fixed by the Memorandum, so, however, that in the sub-division, 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; and
(e)
cancel Shares which, at the date of the passing of that Ordinary 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
or, in the case of Shares without nominal par value, diminish the number of Shares into which its capital is divided.
Dealing with fractions resulting from consolidation
of Shares
8.2
Whenever, as a result of a consolidation of Shares, any Members would become entitled
to fractions of a Share the Directors may on behalf of those Members deal with the fractions as it thinks fit, including (without limitation):
(a)
sell the Shares representing the fractions for the best price reasonably obtainable
to any person (including, subject to the provisions of the Act, the Company); and
(b)
distribute the net proceeds in due proportion among those Members.
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8.3
For the purposes of Article 8.2, the Directors may authorise
some person to execute an instrument of transfer of the Shares to, in accordance with the directions of, the purchaser. The transferee
shall not be bound to see to the application of the purchase money nor shall the transferee’s title to the Shares be affected by
any irregularity in, or invalidity of, the proceedings in respect of the sale.
Reducing share capital
8.4
Subject to the Act and to any rights for the time being conferred on the Members
holding a particular class of Shares, the Company may, by Special Resolution, reduce its share capital in any way.
9
Redemption
and purchase of own Shares
Power to issue redeemable Shares and to purchase own
Shares
9.1
Subject to the Act and to any rights for the time being conferred on the Members
holding a particular class of Shares, the Company may by its Directors:
(a)
issue Shares that are to be redeemed or liable to be redeemed, at the option of
the Company or the Member holding those redeemable Shares, on the terms and in the manner its Directors determine before the issue of
those Shares;
(b)
with the consent by Special Resolution of the Members holding Shares of a particular
class, vary the rights attaching to that class of Shares so as to provide that those Shares are to be redeemed or are liable to be redeemed
at the option of the Company on the terms and in the manner which the Directors determine at the time of such variation; and
(c)
purchase all or any of its own Shares of any class including any redeemable Shares
on the terms and in the manner which the Directors determine at the time of such purchase.
The Company may make a payment
in respect of the redemption or purchase of its own Shares in any manner authorised by the Act, including out of any combination of the
following: capital, its profits and the proceeds of a fresh issue of Shares.
Power to pay for redemption or purchase in cash or
in specie
9.2
When making a payment in respect of the redemption or purchase of Shares, the
Directors may make the payment in cash or
in specie
(or partly
in one and partly in the other) if so authorised by the terms of the allotment of those Shares or by the terms applying to those Shares
in accordance with Article 9.1, or otherwise by agreement with the Member holding those Shares.
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Effect of redemption or purchase of a Share
9.3
Upon the date of redemption or purchase of a Share:
(a)
the Member holding that Share shall cease to be entitled to any rights in respect
of the Share other than the right to receive:
(i)
the price for the Share; and
(ii)
any dividend declared in respect of the Share prior to the date of redemption or
purchase;
(b)
the Member’s name shall be removed from the register of Members with respect
to the Share; and
(c)
the Share shall be cancelled or held as a Treasury Share, as the Directors may determine.
9.4
For the purpose of Article 9.3, the date of redemption
or purchase is the date when the Member’s name is removed from the register of Members with respect to the Shares the subject of the
redemption or purchase.
10
Meetings of Members
Annual and extraordinary general meetings
10.1
The Company may, but shall not (unless required by the Designated Stock Exchange
Rules) be obligated to, in each year hold a general meeting as an annual general meeting, which, if held, shall be convened by the Board,
in accordance with these Articles.
10.2
All general meetings other than annual general meetings shall be called extraordinary
general meetings.
Power to call meetings
10.3
The Directors may call a general meeting at any time.
10.4
If there are insufficient Directors to constitute a quorum and the remaining Directors
are unable to agree on the appointment of additional Directors, the Directors must call a general meeting for the purpose of appointing
additional Directors.
10.5
The Directors must also call a general meeting if requisitioned in the manner
set out in the next two Articles.
10.6
The requisition must be in writing and given by one or more Members who together
hold at least ten per cent of the rights to vote at such general meeting.
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10.7
The requisition must also:
(a)
specify the purpose of the meeting.
(b)
be signed by or on behalf of each requisitioner (and for this purpose each joint
holder shall be obliged to sign). The requisition may consist of several documents in like form signed by one or more of the requisitioners;
and
(c)
be delivered in accordance with the notice provisions.
10.8
Should the Directors fail to call a general meeting within 21 Clear Days’
from the date of receipt of a requisition, the requisitioners or any of them may call a general meeting within three months after the
end of that period.
10.9
Without limitation to the foregoing, if there are insufficient Directors to constitute
a quorum and the remaining Directors are unable to agree on the appointment of additional Directors, any one or more Members who together
hold at least five per cent of the rights to vote at a general meeting may call a general meeting for the purpose of considering the
business specified in the notice of meeting which shall include as an item of business the appointment of additional Directors.
10.10
If the Members call a meeting under the above provisions, the Company shall reimburse
their reasonable expenses.
Content of notice
10.11
Notice of a general meeting shall specify each of the following:
(a)
the date and the hour of the meeting;
(b)
whether the meeting will be held virtually, at a physical place or both;
(c)
if the meeting is to be held in any part at a physical place, the address of such place;
(d)
if the meeting is to be held in two or more places or in any part virtually, the
technology that will be used to facilitate the meeting;
(e)
subject to paragraph (f) and the requirements
of (to the extent applicable) the Designated Stock Exchange Rules, the general nature of the business to be transacted;
and
(f)
if a resolution is proposed as a Special Resolution, the text of that resolution.
10.12
In each notice there shall appear with reasonable prominence the following statements:
(a)
that a Member who is entitled to attend and vote is entitled to appoint one or
more proxies to attend and vote instead of that Member; and
(b)
that a proxyholder need not be a Member.
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Period of notice
10.13
At least five Clear Days’ notice of any general meeting must be given to Members
or such longer period of notice as required by the Designated Stock Exchange Rules and the rules and regulations of the Commission.
10.14
Subject to the Act, a meeting may be convened on shorter notice, subject to the
Act with the consent of the Member or Members who, individually or collectively, hold at least ninety per cent of the voting rights of
all those who have a right to vote at that meeting.
Persons entitled to receive notice
10.15
Subject to the provisions of these Articles and to any restrictions imposed on
any Shares, the notice shall be given to the following people:
(a)
the Members
(b)
persons entitled to a Share in consequence of the death or bankruptcy of a Member;
(c)
the Directors; and
(d)
the Auditors.
10.16
The Board may determine that the Members entitled to receive notice of a meeting
are those persons entered on the register of Members at the close of business on a day determined by the Board.
Accidental omission to give notice or non-receipt
of notice
10.17
Proceedings at a meeting shall not be invalidated by the following:
(a)
an accidental failure to give notice of the meeting to any person entitled to notice; or
(b)
non-receipt of notice of the meeting by any person entitled to notice.
10.18
In addition, where a notice of meeting is published on a website proceedings at
the meeting shall not be invalidated merely because it is accidentally published:
(a)
in a different place on the website; or
(b)
for part only of the period from the date of the notification until the conclusion
of the meeting to which the notice relates.
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11
Proceedings at meetings of Members
Quorum
11.1
Save as provided in the following Article, no business shall be transacted at
any meeting unless a quorum is present in person or by proxy. A quorum is as follows:
(a)
if the Company has only one Member: that Member;
(b)
if the Company has more than one Member: one or more Members holding Shares that
represent not less than one-third of the outstanding Shares carrying the right to vote at such general meeting.
Lack of quorum
11.2
If a quorum is not present within fifteen minutes of the time appointed for
the meeting, or if at any time during the meeting it becomes inquorate, then the following provisions apply:
(a)
If the meeting was requisitioned by Members, it shall be cancelled.
(b)
In any other case, the meeting shall stand adjourned to the same time and place
seven days hence, or to such other time or place as is determined by the Directors. If a quorum is not present within fifteen minutes
of the time appointed for the adjourned meeting, then the Members present in person or by proxy shall constitute a quorum.
Chairman
11.3
The chairman of a general meeting shall be the chairman of the Board or such other
Director as the Directors have nominated to chair Board meetings in the absence of the chairman of the Board. Absent any such person being
present within fifteen minutes of the time appointed for the meeting, the Directors present shall elect one of their number to chair
the meeting.
11.4
If no Director is present within fifteen minutes of the time appointed for the
meeting, or if no Director is willing to act as chairman, the Members present in person or by proxy and entitled to vote shall choose
one of their number to chair the meeting.
Right of a Director to attend and speak
11.5
Even if a Director is not a Member, he shall be entitled to attend and speak at
any general meeting and at any separate meeting of Members holding a particular class of Shares.
Accommodation of Members at meeting virtually
11.6
A Member entitled to receive notice and attend a meeting will be deemed to be in
attendance at such meeting despite their attendance being virtual if adequate facilities are available to ensure that the Member is able
to:
(a)
participate in the business for which the meeting has been convened; and
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(b)
hear all that happens at the meeting.
Security
11.7
In addition to any measures which the Board may be required to take due to the
location or venue of the meeting, the Board may make any arrangement and impose any restriction it considers appropriate and reasonable
in the circumstances to ensure the security of a meeting including, without limitation, the searching of any person attending the meeting
and the imposing of restrictions on the items of personal property that may be taken into the meeting place. The Board may refuse entry
to, or eject from, a meeting a person who refuses to comply with any such arrangements or restrictions.
Adjournment
11.8
The chairman may at any time adjourn a meeting with the consent of the Members
constituting a quorum. The chairman must adjourn the meeting if so directed by the meeting. No business, however, can be transacted at
an adjourned meeting other than business which might properly have been transacted at the original meeting.
11.9
Should a meeting be adjourned for more than 7 Clear Days, whether because of a
lack of quorum or otherwise, Members shall be given at least seven Clear Days’ notice of the date, time and place of the adjourned meeting
and the general nature of the business to be transacted. Otherwise it shall not be necessary to give any notice of the adjournment.
Method of voting
11.10
A resolution put to the vote of the meeting shall be decided on a show of hands
unless before, or on, the declaration of the result of the show of hands, a poll is duly demanded. Subject to the Act, a poll may be demanded:
(a)
by the chairman of the meeting;
(b)
by at least two Members having the right to vote on the resolutions;
(c)
by any Member or Members present who, individually or collectively, hold at least
ten per cent of the voting rights of all those who have a right to vote on the resolution.
Outcome of vote by show of hands
11.11
Unless a poll is duly demanded, a declaration by the chairman as to the result
of a resolution and an entry to that effect in the minutes of the meeting shall be conclusive evidence of the outcome of a show of hands
without proof of the number or proportion of the votes recorded in favour of or against the resolution.
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Withdrawal of demand for a poll
11.12
The demand for a poll may be withdrawn before the poll is taken, but only with
the consent of the chairman. The chairman shall announce any such withdrawal to the meeting and, unless another person forthwith demands
a poll, any earlier show of hands on that resolution shall be treated as the vote on that resolution; if there has been no earlier show
of hands, then the resolution shall be put to the vote of the meeting.
Taking of a poll
11.13
A poll demanded on the question of adjournment shall be taken immediately.
11.14
A poll demanded on any other question shall be taken either immediately or at
an adjourned meeting at such time and place as the chairman directs, not being more than thirty Clear Days after the poll was demanded.
11.15
The demand for a poll shall not prevent the meeting continuing to transact any
business other than the question on which the poll was demanded.
11.16
A poll shall be taken in such manner as the chairman directs. He may appoint scrutineers
(who need not be Members) and fix a place and time for declaring the result of the poll. If, through the aid of technology, the meeting
is held virtually or in more than place, the chairman may appoint scrutineers virtually and in more than place; but if he considers that
the poll cannot be effectively monitored at that meeting, the chairman shall adjourn the holding of the poll to a date, place and time
when that can occur.
Chairman’s casting vote
11.17
In the case of an equality of votes, whether on a show of hands or on a poll, the
Chairman of the meeting at which the show of hands takes place or at which the poll is demanded shall not be entitled to a second or casting
vote.
Written resolutions
11.18
Members may pass a resolution in writing without holding a meeting if the following
conditions are met:
(a)
all Members entitled to vote are given notice of the resolution as if the same were
being proposed at a meeting of Members;
(b)
all Members entitled so to vote;
(i)
sign a document; or
(ii)
sign several documents in the like form each signed by one or more of those Members;
and
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(c)
the signed document or documents is or are delivered to the Company, including,
if the Company so nominates, by delivery of an Electronic Record by Electronic means to the address specified for that purpose.
(d)
Such written resolution shall be as effective as if it had been passed at a meeting
of the Members entitled to vote duly convened and held.
11.19
If a written resolution is described as a Special Resolution or as an Ordinary
Resolution, it has effect accordingly.
11.20
The Directors may determine the manner in which written resolutions shall be put
to Members. In particular, they may provide, in the form of any written resolution, for each Member to indicate, out of the number of
votes the Member would have been entitled to cast at a meeting to consider the resolution, how many votes he wishes to cast in favour
of the resolution and how many against the resolution or to be treated as abstentions. The result of any such written resolution shall
be determined on the same basis as on a poll.
Sole-Member Company
11.21
If the Company has only one Member, and the Member records in writing his decision
on a question, that record shall constitute both the passing of a resolution and the minute of it.
12
Voting rights of Members
Right to vote
12.1
Unless their Shares carry no right to vote, or unless a call or other amount presently
payable has not been paid, all Members are entitled to vote at a general meeting, whether on a show of hands or on a poll, and all Members
holding Shares of a particular class of Shares are entitled to vote at a meeting of the holders of that class of Shares.
12.2
Members may vote in person or by proxy.
12.3
On a show of hands, every Member shall have one vote. For the avoidance of doubt,
an individual who represents two or more Members, including a Member in that individual’s own right, that individual shall be entitled
to a separate vote for each Member.
12.4
On a poll a Member shall have one vote for each Share he holds, unless any Share
carries special voting rights.
12.5
No Member is bound to vote on his Shares or any of them; nor is he bound to vote
each of his Shares in the same way.
Rights of joint holders
12.6
If Shares are held jointly, only one of the joint holders may vote. If more than one of the joint holders tenders a vote, the vote of the holder whose name in respect of those Shares appears first in the register of Members shall be accepted to the exclusion of the votes of the other joint holder.
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Representation of corporate Members
12.7
Save where otherwise provided, a corporate Member must act by a duly authorised
representative.
12.8
A corporate Member wishing to act by a duly authorised representative must identify
that person to the Company by notice in writing.
12.9
The authorisation may be for any period of time, and must be delivered to the Company
before the commencement of the meeting at which it is first used.
12.10
The Directors of the Company may require the production of any evidence which they
consider necessary to determine the validity of the notice.
12.11
Where a duly authorised representative is present at a meeting that Member is
deemed to be present in person; and the acts of the duly authorised representative are personal acts of that Member.
12.12
A corporate Member may revoke the appointment of a duly authorised representative
at any time by notice to the Company; but such revocation will not affect the validity of any acts carried out by the duly authorised
representative before the Directors of the Company had actual notice of the revocation.
Member with mental disorder
12.13
A Member in respect of whom an order has been made by any court having jurisdiction
(whether in the Cayman Islands or elsewhere) in matters concerning mental disorder may vote, whether on a show of hands or on a poll,
by that Member’s receiver,
curator bonis
or other person
authorised in that behalf appointed by that court.
12.14
For the purpose of the preceding Article, evidence to the satisfaction of the Directors
of the authority of the person claiming to exercise the right to vote must be received not less than 24 hours before holding the relevant
meeting or the adjourned meeting in any manner specified for the delivery of forms of appointment of a proxy, whether in writing or by
Electronic means. In default, the right to vote shall not be exercisable.
Objections to admissibility of votes
12.15
An objection to the validity of a person’s vote may only be raised at the
meeting or at the adjourned meeting at which the vote is sought to be tendered. Any objection duly made shall be referred to the chairman
whose decision shall be final and conclusive.
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Form of proxy
12.16
An instrument appointing a proxy shall be in any common form or in any other form
approved by the Directors.
12.17
The instrument must be in writing and signed in one of the following ways:
(a)
by the Member; or
(b)
by the Member’s authorised attorney; or
(c)
if the Member is a corporation or other body corporate, under seal or signed by an
authorised officer, secretary or attorney.
If the Directors so resolve,
the Company may accept an Electronic Record of that instrument delivered in the manner specified below and otherwise satisfying the Articles
about authentication of Electronic Records.
12.18
The Directors may require the production of any evidence which they consider necessary
to determine the validity of any appointment of a proxy.
12.19
A Member may revoke the appointment of a proxy at any time by notice to the Company
duly signed in accordance with Article 12.17.
12.20
No revocation by a Member of the appointment of a proxy made in accordance with Article 12.19 will affect the validity of any acts carried out by the relevant
proxy before the Directors of the Company had actual notice of the revocation.
How and when proxy is to be delivered
12.21
Subject to the following Articles, the Directors may, in the notice convening any
meeting or adjourned meeting, or in an instrument of proxy sent out by the Company, specify the manner by which the instrument appointing
a proxy shall be deposited and the place and the time (being not later than the time appointed for the commencement of the meeting or
adjourned meeting to which the proxy relates) at which the instrument appointing a proxy shall be deposited. In the absence of any such
direction from the Directors in the notice convening any meeting or adjourned meeting or in an instrument of proxy sent out by the Company, the form of appointment of a proxy and any authority under which it is signed (or a copy of the authority certified notarially or in
any other way approved by the Directors) must be delivered so that it is received by the Company before the time for holding the meeting
or adjourned meeting at which the person named in the form of appointment of proxy proposes to vote. They must be delivered in either
of the following ways:
(a)
In the case of an instrument in writing, it must be left at or sent by post:
(i)
to the registered office of the Company; or
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(ii)
to such other place within the Cayman Islands specified in the notice convening
the meeting or in any form of appointment of proxy sent out by the Company in relation to the meeting.
(b)
If, pursuant to the notice provisions, a notice may be given to the Company in
an Electronic Record, an Electronic Record of an appointment of a proxy must be sent to the address specified pursuant to those provisions
unless another address for that purpose is specified:
(i)
in the notice convening the meeting; or
(ii)
in any form of appointment of a proxy sent out by the Company in relation to the
meeting; or
(iii)
in any invitation to appoint a proxy issued by the Company in relation to the meeting.
(c)
Notwithstanding Article 12.21(a) and Article 12.21(b),
the chairman of the Company may, in any event at his discretion, direct that an instrument of proxy shall be deemed to have been duly
deposited.
12.22
Where a poll is taken:
(a)
if it is taken more than seven Clear Days after it is demanded, the form of appointment
of a proxy and any accompanying authority (or an Electronic Record of the same) must be delivered in accordance with Article 12.21
before the time appointed for the taking of the poll;
(b)
if it to be taken within seven Clear Days after it was demanded, the form of appointment
of a proxy and any accompanying authority (or an Electronic Record of the same) must be delivered in accordance with Article 12.21
before the time appointed for the taking of the poll.
12.23
If the form of appointment of proxy is not delivered on time, it is invalid.
12.24
When two or more valid but differing appointments of proxy are delivered or received
in respect of the same Share for use at the same meeting and in respect of the same matter, the one which is last validly delivered or
received (regardless of its date or of the date of its execution) shall be treated as replacing and revoking the other or others as regards
that Share. lf the Company is unable to determine which appointment was last validly delivered or received, none of them shall be treated
as valid in respect of that Share.
12.25
The Board may at the expense of the Company send forms of appointment of proxy
to the Members by post (that is to say, pre-paying and posting a letter), or by Electronic communication or otherwise (with or without
provision for their return by pre-paid post) for use at any general meeting or at any separate meeting of the holders of any class of
Shares, either blank or nominating as
proxy in the alternative any one or more of the Directors or any other person. lf for the purpose of any meeting invitations to appoint
as proxy a person or one of a number of persons specified in the invitations are issued at the Company’s expense, they shall be
issued to all (and not to some only) of the Members entitled to be sent notice of the meeting and to vote at it. The accidental omission
to send such a form of appointment or to give such an invitation to, or the non-receipt of such form of appointment by, any Member entitled
to attend and vote at a meeting shall not invalidate the proceedings at that meeting
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Voting by proxy
12.26
A proxy shall have the same voting rights at a meeting or adjourned meeting as
the Member would have had except to the extent that the instrument appointing him limits those rights. Notwithstanding the appointment
of a proxy, a Member may attend and vote at a meeting or adjourned meeting. If a Member votes on any resolution a vote by his proxy on
the same resolution, unless in respect of different Shares, shall be invalid.
12.27
The instrument appointing a proxy to vote at a meeting shall be deemed also to
confer authority to demand or join in demanding a poll and, for the purposes of Article 11.11, a demand by
a person as proxy for a Member shall be the same as a demand by a Member. Such appointment shall not confer any further right to speak
at the meeting, except with the permission of the chairman of the meeting.
13
Number of Directors
13.1
There shall be a Board consisting of not less than one person provided however
that the Company may by Ordinary Resolution increase or reduce the limits in the number of Directors. Unless fixed by Ordinary Resolution,
the maximum number of Directors shall be unlimited.
14
Appointment, disqualification
and removal of Directors
First Directors
14.1
The first Directors shall be appointed in writing by the subscriber or subscribers
to the Memorandum, or a majority of them.
No age limit
14.2
There is no age limit for Directors save that they must be at least eighteen years of age.
Corporate Directors
14.3
Unless prohibited by law, a body corporate may be a Director. If a body corporate
is a Director, the Articles about representation of corporate Members at general meetings apply, mutatis mutandis, to the Articles about
Directors’ meetings.
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No shareholding qualification
14.4
Unless a shareholding qualification for Directors is fixed by Ordinary Resolution,
no Director shall be required to own Shares as a condition of his appointment.
Appointment of Directors
14.5
A Director may be appointed by Ordinary Resolution or by the Directors. Any appointment
may be to fill a vacancy or as an additional Director.
14.6
A remaining Director may appoint a Director even though there is not a quorum of Directors.
14.7
No appointment can cause the number of Directors to exceed the maximum (if one
is set); and any such appointment shall be invalid.
14.8
For so long as Shares are listed on a Designated Stock Exchange, the Directors
shall include at least such number of Independent Directors as applicable law, rules or regulations or the Designated Stock Exchange Rules
require as determined by the Board.
Board’s power to appoint Directors
14.9
Without prejudice to the Company’s power to appoint a person to be a Director
pursuant to these Articles, the Board shall have power at any time to appoint any person who is willing to act as a Director, either to
fill a vacancy or as an addition to the existing Board, subject to the total number of Directors not exceeding any maximum number fixed
by or in accordance with these Articles.
14.10
Any Director so appointed shall, if still a Director, retire at the next annual
general meeting after his appointment and be eligible to stand for election as a Director at such meeting.
Eligibility
14.11
No person (other than a Director retiring in accordance with these Articles) shall
be appointed or re-appointed a Director at any general meeting unless:
(a)
he is recommended by the Board; or
(b)
not less than seven nor more than forty-two Clear Days before the date appointed
for the meeting, a Member (other than the person to be proposed) entitled to vote at the meeting has given to the Company notice of his
intention to propose a resolution for the appointment of that person, stating the particulars which would, if he were so appointed, be
required to be included in the Company’s register of Directors and a notice executed by that person of his willingness to be appointed.
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Appointment at annual general meeting
14.12
Unless re-appointed pursuant to the provisions of Article 14.5
or removed from office pursuant to the provisions of Article 14.13, each Director shall be appointed for
a term expiring at the next-following annual general meeting of the Company. At any such annual general meeting, Directors will be elected
by Ordinary Resolution. At each annual general meeting of the Company, each Director elected at such meeting shall be elected to hold
office for a one-year term and until the election of their respective successors in office or removal pursuant to Articles 14.5
and 14.13.
Removal of Directors
14.13
A Director may be removed by Ordinary Resolution.
Resignation of Directors
14.14
A Director may at any time resign office by giving to the Company notice in writing
or, if permitted pursuant to the notice provisions, in an Electronic Record delivered in either case in accordance with those provisions.
14.15
Unless the notice specifies a different date, the Director shall be deemed to have
resigned on the date that the notice is delivered to the Company.
Termination of the office of Director
14.16
A Director may retire from office as a Director by giving notice in writing to
that effect to the Company at the registered office, which notice shall be effective upon such date as may be specified in the notice,
failing which upon delivery to the registered office.
14.17
Without prejudice to the provisions in these Articles for retirement (by rotation
or otherwise), a Director’s office shall be terminated forthwith if:
(a)
he is prohibited by the law of the Cayman Islands from acting as a Director; or
(b)
he is made bankrupt or makes an arrangement or composition with his creditors generally;
or
(c)
he resigns his office by notice to the Company; or
(d)
he only held office as a Director for a fixed term and such term expires; or
(e)
in the opinion of a registered medical practitioner by whom he is being treated he
becomes physically or mentally incapable of acting as a Director; or
(f)
he is given notice by the majority of the other Directors (not being less than
two in number) to vacate office (without prejudice to any claim for damages for breach of any agreement relating to the provision of the
services of such Director); or
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(g)
he is made subject to any law relating to mental health or incompetence, whether
by court order or otherwise; or
(h)
without the consent of the other Directors, he is absent from meetings of Directors
for a continuous period of six months.
15
Alternate Directors
Appointment and removal
15.1
Any Director may appoint any other person, including another Director, to act in
his place as an alternate Director. No appointment shall take effect until the Director has given notice of the appointment to the Board.
15.2
A Director may revoke his appointment of an alternate at any time. No revocation
shall take effect until the Director has given notice of the revocation to the Board.
15.3
A notice of appointment or removal of an alternate Director shall be effective
only if given to the Company by one or more of the following methods:
(a)
by notice in writing in accordance with the notice provisions contained in these
Articles;
(b)
if the Company has a facsimile address for the time being, by sending by facsimile
transmission to that facsimile address a facsimile copy or, otherwise, by sending by facsimile transmission to the facsimile address of
the Company’s registered office a facsimile copy (in either case, the facsimile copy being deemed to be the notice unless Article 29.7
applies), in which event notice shall be taken to be given on the date of an error-free transmission report from the sender’s fax
machine;
(c)
if the Company has an email address for the time
being, by emailing to that email address a scanned copy of the notice as a PDF attachment or, otherwise, by emailing to the email address
provided by the Company’s registered office a scanned copy of the notice as a PDF attachment (in either case, the PDF version being deemed
to be the notice unless Article
29.7
applies),
in which event notice shall be taken to be given on the date of receipt by the Company or the Company’s registered office (as appropriate)
in readable form; or
(d)
if permitted pursuant to the notice provisions, in some other form of approved
Electronic Record delivered in accordance with those provisions in writing.
Notices
15.4
All notices of meetings of Directors shall continue to be given to the appointing
Director and not to the alternate.
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Rights of alternate Director
15.5
An alternate Director shall be entitled to attend and vote at any Board meeting
or meeting of a committee of the Directors at which the appointing Director is not personally present, and generally to perform all the
functions of the appointing Director in his absence. An alternate Director, however, is not entitled to receive any remuneration from
the Company for services rendered as an alternate Director.
Appointment ceases when the appointor ceases to be
a Director
15.6
An alternate Director shall cease to be an alternate Director if:
(a)
the Director who appointed him ceases to be a Director; or
(b)
the Director who appointed him revokes his appointment by notice delivered to the
Board or to the registered office of the Company or in any other manner approved by the Board; or
(c)
in any event happens in relation to him which, if he were a Director of the Company,
would cause his office as Director to be vacated.
Status of alternate Director
15.7
An alternate Director shall carry out all functions of the Director who made the appointment.
15.8
Save where otherwise expressed, an alternate Director shall be treated as a Director
under these Articles.
15.9
An alternate Director is not the agent of the Director appointing him.
15.10
An alternate Director is not entitled to any remuneration for acting as alternate Director.
Status of the Director making the appointment
15.11
A Director who has appointed an alternate is not thereby relieved from the duties
which he owes the Company.
16
Powers of Directors
Powers of Directors
16.1
Subject to the provisions of the Act, the Memorandum and these Articles the business
of the Company shall be managed by the Directors who may for that purpose exercise all the powers of the Company.
16.2
No prior act of the Directors shall be invalidated by any subsequent alteration
of the Memorandum or these Articles. However, to the extent allowed by the Act, Members may, by Special Resolution, validate any prior or future
act of the Directors which would otherwise be in breach of their duties.
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Directors below the minimum number
16.3
lf the number of Directors is less than the minimum prescribed in accordance with
these Articles, the remaining Director or Directors shall act only for the purposes of appointing an additional Director or Directors
to make up such minimum or of convening a general meeting of the Company for the purpose of making such appointment. lf there are no Director
or Directors able or willing to act, any two Members may summon a general meeting for the purpose of appointing Directors. Any additional
Director so appointed shall hold office (subject to these Articles) only until the dissolution of the annual general meeting next following
such appointment unless he is re-elected during such meeting.
Appointments to office
16.4
The Directors may appoint a Director:
(a)
as chairman of the Board;
(b)
as managing Director;
(c)
to any other executive office,
for such period, and on such terms, including as to remuneration
as they think fit.
16.5
The appointee must consent in writing to holding that office.
16.6
Where a chairman is appointed he shall, unless unable to do so, preside at every
meeting of Directors.
16.7
If there is no chairman, or if the chairman is unable to preside at a meeting,
that meeting may select its own chairman; or the Directors may nominate one of their number to act in place of the chairman should he
ever not be available.
16.8
Subject to the provisions of the Act, the Directors may also appoint and remove
any person, who need not be a Director:
(a)
as Secretary; and
(b)
to any office that may be required
for such period and on such terms, including as to
remuneration, as they think fit. In the case of an Officer, that Officer may be given any title the Directors decide.
16.9
The Secretary or Officer must consent in writing to holding that office.
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16.10
A Director, Secretary or other Officer of the Company may not the hold the office,
or perform the services, of auditor.
Provisions for employees
16.11
The Board may make provision for the benefit of any persons employed or formerly
employed by the Company or any of its subsidiary undertakings (or any member of his family or any person who is dependent on him) in connection
with the cessation or the transfer to any person of the whole or part of the undertaking of the Company or any of its subsidiary undertakings.
Exercise of voting rights
16.12
The Board may exercise the voting power conferred by the Shares in any body corporate
held or owned by the Company in such manner in all respects as it thinks fit (including, without limitation, the exercise of that power
in favour of any resolution appointing any Director as a Director of such body corporate, or voting or providing for the payment of remuneration
to the Directors of such body corporate).
Remuneration
16.13
Every Director may be remunerated by the Company for the services he provides for
the benefit of the Company, whether as Director, employee or otherwise, and shall be entitled to be paid for the expenses incurred in
the Company’s business including attendance at Directors’ meetings.
16.14
Until otherwise determined by the Company by Ordinary Resolution, the Directors
(other than alternate Directors) shall be entitled to such remuneration by way of fees for their services in the office of Director as
the Directors may determine.
16.15
Remuneration may take any form and may include arrangements to pay pensions, health
insurance, death or sickness benefits, whether to the Director or to any other person connected to or related to him.
16.16
Unless his fellow Directors determine otherwise, a Director is not accountable
to the Company for remuneration or other benefits received from any other company which is in the same group as the Company or which
has common shareholdings.
Disclosure of information
16.17
The Directors may release or disclose to a third party any information regarding
the affairs of the Company, including any information contained in the register of Members relating to a Member, (and they may authorise
any Director, Officer or other authorised agent of the Company to release or disclose to a third party any such information in his possession)
if:
(a)
the Company or that person, as the case may be, is lawfully required to do so under
the laws of any jurisdiction to which the Company is subject; or
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(b)
such disclosure is in compliance with the Designated Stock Exchange Rules; or
(c)
such disclosure is in accordance with any contract entered into by the Company; or
(d)
the Directors are of the opinion such disclosure would assist or facilitate the Company’s operations.
17
Delegation of powers
Power to delegate any of the Directors’ powers
to a committee
17.1
The Directors may delegate any of their powers to any committee consisting of
one or more persons who need not be Members. Persons on the committee may include non-Directors so long as the majority of those persons
are Directors. Any such committee shall be made up of such number of Independent Directors as required from time to time by the Designated
Stock Exchange Rules or otherwise required by applicable law.
17.2
The delegation may be collateral with, or to the exclusion of, the Directors’ own powers.
17.3
The delegation may be on such terms as the Directors think fit, including provision
for the committee itself to delegate to a sub-committee; save that any delegation must be capable of being revoked or altered by the Directors
at will.
17.4
Unless otherwise permitted by the Directors, a committee must follow the procedures
prescribed for the taking of decisions by Directors.
17.5
The Board shall establish an audit committee, a compensation committee and a nominating
and corporate governance committee. Each of these committees shall be empowered to do all things necessary to exercise the rights of such
committee set forth in these Articles. Each of the audit committee, compensation committee and nominating and corporate governance committee
shall consist of at least three Directors (or such larger minimum number as may be required from time to time by the Designated Stock
Exchange Rules). The majority of the committee members on each of the compensation committee and nominating and corporate governance committee
shall be Independent Directors. The audit committee shall be made up of such number of Independent Directors as required from time to
time by the Designated Stock Exchange Rules or otherwise required by applicable law.
Local boards
17.6
The Board may establish any local or divisional board or agency for managing any
of the affairs of the Company whether in the Cayman Islands or elsewhere and may appoint any persons to be members of a local or divisional
Board, or to be managers or agents, and may fix their remuneration.
17.7
The Board may delegate to any local or divisional board, manager or agent any of
its powers and authorities (with power to sub-delegate) and may authorise the members of any local or divisional board or any of them
to fill any vacancies and to act notwithstanding vacancies.
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17.8
Any appointment or delegation under this Article 17.8
may be made on such terms and subject to such conditions as the Board thinks fit and the Board may remove any person so appointed, and
may revoke or vary any delegation.
Power to appoint an agent of the Company
17.9
The Directors may appoint any person, either generally or in respect of any specific
matter, to be the agent of the Company with or without authority for that person to delegate all or any of that person’s powers.
The Directors may make that appointment:
(a)
by causing the Company to enter into a power of attorney or agreement; or
(b)
in any other manner they determine.
Power to appoint an attorney or authorised signatory
of the Company
17.10
The Directors may appoint any person, whether nominated directly or indirectly
by the Directors, to be the attorney or the authorised signatory of the Company. The appointment may be:
(a)
for any purpose;
(b)
with the powers, authorities and discretions;
(c)
for the period; and
(d)
subject to such conditions
as they think fit. The powers,
authorities and discretions, however, must not exceed those vested in, or exercisable, by the Directors under these Articles. The Directors
may do so by power of attorney or any other manner they think fit.
17.11
Any power of attorney or other appointment may contain such provision for the
protection and convenience for persons dealing with the attorney or authorised signatory as the Directors think fit. Any power of attorney
or other appointment may also authorise the attorney or authorised signatory to delegate all or any of the powers, authorities and discretions
vested in that person.
17.12
The Board may remove any person appointed under Article
17.10
and may revoke or vary the delegation.
Borrowing Powers
17.13
The Directors may exercise all the powers of the Company to borrow money and to
mortgage or charge its undertaking, property and assets both present and future and uncalled capital, or any part thereof, and to issue
debentures and other securities, whether outright or as collateral security for any debt, liability or obligation
of the Company or its parent undertaking (if any) or any subsidiary undertaking of the Company or of any third party.
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Corporate Governance
17.14
The Board may, from time to time, and except as required by applicable law or
the Designated Stock Exchange Rules, adopt, institute, amend, modify or revoke the corporate governance policies or initiatives of the
Company, which shall be intended to set forth the guiding principles and policies of the Company and the Board on various corporate governance
related matters as the Board shall determine by resolution from time to time.
18
Meetings of Directors
Regulation of Directors’ meetings
18.1
Subject to the provisions of these Articles, the Directors may regulate their proceedings as they think fit.
Calling meetings
18.2
Any Director may call a meeting of Directors at any time. The Secretary must call
a meeting of the Directors if requested to do so by a Director.
Notice of meetings
18.3
Notice of a Board meeting may be given to a Director personally or by word of
mouth or given in writing or by Electronic communications at such address as he may from time to time specify for this purpose (or, if
he does not specify an address, at his last known address). A Director may waive his right to receive notice of any meeting either prospectively
or retrospectively.
Use of technology
18.4
A Director may participate in a meeting of Directors through the medium of conference
telephone, video or any other form of communications equipment providing all persons participating in the meeting are able to hear and
speak to each other throughout the meeting.
18.5
A Director participating in this way is deemed to be present in person at the meeting.
Quorum
18.6
The quorum for the transaction of business at a meeting of Directors shall be
two unless the Directors fix some other number.
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Chairman or deputy to preside
18.7
The Board may appoint a chairman and one or more deputy chairman or chairmen and
may at any time revoke any such appointment.
18.8
The chairman, or failing him any deputy chairman (the longest in office taking
precedence if more than one is present), shall preside at all Board meetings. If no chairman or deputy chairman has been appointed, or
if he is not present within five minutes after the time fixed for holding the meeting, or is unwilling to act as chairman of the meeting,
the Directors present shall choose one of their number to act as chairman of the meeting.
Voting
18.9
A question which arises at a Board meeting shall be decided by a majority of votes.
If votes are equal the chairman may, if he wishes, exercise a casting vote.
Recording of dissent
18.10
A Director present at a meeting of Directors shall be presumed to have assented
to any action taken at that meeting unless:
(a)
his dissent is entered in the minutes of the meeting; or
(b)
he has filed with the meeting before it is concluded signed dissent from that action; or
(c)
he has forwarded to the Company as soon as practical following the conclusion of
that meeting signed dissent.
A Director who votes in favour of an action is not entitled
to record his dissent to it.
Written resolutions
18.11
The Directors may pass a resolution in writing without holding a meeting if all
Directors sign a document or sign several documents in the like form each signed by one or more of those Directors.
18.12
A written resolution signed by a validly appointed alternate Director need not
also be signed by the appointing Director.
18.13
A written resolution signed personally by the appointing Director need not also
be signed by his alternate.
18.14
A resolution in writing passed pursuant to Article
18.1
1, Article
18.12
and/or Article
18.13
shall
be as effective as if it had been passed at a meeting of the Directors duly convened and held; and it shall be treated as having been
passed on the day and at the time that the last Director signs (and for the avoidance of doubt, such day may or may not be a Business
Day).
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Validity of acts of Directors in spite of formal defect
18.15
All acts done by a meeting of the Board, or of a committee of the Board, or by
any person acting as a Director or an alternate Director, shall, notwithstanding that it is afterwards discovered that there was some
defect in the appointment of any Director or alternate Director or member of the committee, or that any of them were disqualified or had
vacated office or were not entitled to vote, be as valid as if every such person had been duly appointed and qualified and had continued
to be a Director or alternate Director and had been entitled to vote.
19
Permissible Directors’ interests and disclosure
19.1
A Director shall not, as a Director, vote in respect of any contract, transaction,
arrangement or proposal in which he has an interest which (together with any interest of any person connected with him) is a material
interest (otherwise then by virtue of his interests, direct or indirect, in Shares or debentures or other securities of, or otherwise
in or through, the Company) and if he shall do so his vote shall not be counted, nor in relation thereto shall he be counted in the quorum
present at the meeting, but (in the absence of some other material interest than is mentioned below) none of these prohibitions shall
apply to:
(a)
the giving of any security, guarantee or indemnity in respect of:
(i)
money lent or obligations incurred by him or by any other person for the benefit
of the Company or any of its subsidiaries; or
(ii)
a debt or obligation of the Company or any of its subsidiaries for which the Director
himself has assumed responsibility in whole or in part and whether alone or jointly with others under a guarantee or indemnity or by the
giving of security;
(b)
where the Company or any of its subsidiaries is offering securities in which offer
the Director is or may be entitled to participate as a holder of securities or in the underwriting or sub-underwriting of which the Director
is to or may participate;
(c)
any contract, transaction, arrangement or proposal affecting any other body corporate
in which he is interested, directly or indirectly and whether as an officer, shareholder, creditor or otherwise howsoever, provided that
he (together with persons connected with him) does not to his knowledge hold an interest representing one per cent or more of any class
of the equity share capital of such body corporate (or of any third body corporate through which his interest is derived) or of the voting
rights available to members of the relevant body corporate (any such interest being deemed for the purposes of this Article
19.1 to be a material interest in all circumstances);
(d)
any act or thing done or to be done in respect of any arrangement for the benefit
of the employees of the Company or any of its subsidiaries under which he is not accorded as a Director any privilege or advantage not generally
accorded to the employees to whom such arrangement relates; or
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(e)
any matter connected with the purchase or maintenance for any Director of insurance
against any liability or (to the extent permitted by the Act) indemnities in favour of Directors, the funding of expenditure by one or
more Directors in defending proceedings against him or them or the doing of any thing to enable such Director or Directors to avoid incurring
such expenditure.
19.2
A Director may, as a Director, vote (and be counted in the quorum) in respect
of any contract, transaction, arrangement or proposal in which he has an interest which is not a material interest or which falls within
Article 19.1.
20
Minutes
20.1
The Company shall cause minutes to be made in books of:
(a)
all appointments of Officers and committees made by the Board and of any such
Officer’s remuneration; and
(b)
the names of Directors present at every meeting of the Directors, a committee of
the Board, the Company or the holders of any class of shares or debentures, and all orders, resolutions and proceedings of such meetings.
20.2
Any such minutes, if purporting to be signed by the chairman of the meeting at
which the proceedings were held or by the chairman of the next succeeding meeting or the Secretary, shall be prima facie evidence of the
matters stated in them.
21
Accounts and audit
21.1
The Directors must ensure that proper accounting and other records are kept, and
that accounts and associated reports are distributed in accordance with the requirements of the Act.
21.2
The books of account shall be kept at the registered office of the Company and
shall always be open to inspection by the Directors. No Member (other than a Director) shall have any right of inspecting any account
or book or document of the Company except as conferred by the Act or as authorised by the Directors or by Ordinary Resolution.
21.3
Unless the Directors otherwise prescribe, the financial year of the Company shall
end on 31 December in each year and begin on 1 January in each year.
Auditors
21.4
The Directors may appoint an Auditor of the Company who shall hold office on such
terms as the Directors determine.
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21.5
At any general meeting convened and held at any time in accordance with these Articles,
the Members may, by Ordinary Resolution, remove the Auditor before the expiration of his term of office. If they do so, the Members shall,
by Ordinary Resolution, at that meeting appoint another Auditor in his stead for the remainder of his term.
21.6
The Auditors shall examine such books, accounts and vouchers; as may be necessary
for the performance of their duties.
21.7
The Auditors shall, if so requested 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, and at any time during their
term of office, upon request of the Directors or any general meeting of the Company.
22
Record dates
22.1
Except to the extent of any conflicting rights attached to Shares, the resolution
declaring a dividend on Shares of any class, whether it be an Ordinary Resolution of the Members or a Director’s resolution, may
specify that the dividend is payable or distributable to the persons registered as the holders of those Shares at the close of business
on a particular date, notwithstanding that the date may be a date prior to that on which the resolution is passed.
22.2
If the resolution does so specify, the dividend shall be payable or distributable
to the persons registered as the holders of those Shares at the close of business on the specified date in accordance with their respective
holdings so registered, but without prejudice to the rights
inter se
in
respect of the dividend of transferors and transferees of any of those Shares.
22.3
The provisions of this Article apply,
mutatis
mutandis
, to bonuses, capitalisation issues, distributions of realised capital profits or offers or grants made by the Company
to the Members.
23
Dividends
Source of dividends
23.1
Dividends may be declared and paid out of any funds of the Company lawfully available
for distribution.
23.2
Subject to the requirements of the Act regarding the application of a company’s
Share premium account and with the sanction of an Ordinary Resolution, dividends may also be declared and paid out of any share premium
account.
Declaration of dividends by Members
23.3
Subject to the provisions of the Act, the Company may by Ordinary Resolution declare
dividends in accordance with the respective rights of the Members but no dividend shall exceed the amount recommended by the Directors.
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Payment of interim dividends and declaration of final
dividends by Directors
23.4
The Directors may declare and pay interim dividends or recommend final dividends
in accordance with the respective rights of the Members if it appears to them that they are justified by the financial position of the
Company and that such dividends may lawfully be paid.
23.5
Subject to the provisions of the Act, in relation to the distinction between interim
dividends and final dividends, the following applies:
(a)
Upon determination to pay a dividend or dividends described as interim by the
Directors in the dividend resolution, no debt shall be created by the declaration until such time as payment is made.
(b)
Upon declaration of a dividend or dividends described as final by the Directors
in the dividend resolution, a debt shall be created immediately following the declaration, the due date to be the date the dividend is
stated to be payable in the resolution.
If the resolution fails to specify whether a dividend is
final or interim, it shall be assumed to be interim.
23.6
In relation to Shares carrying differing rights to dividends or rights to dividends
at a fixed rate, the following applies:
(a)
If the share capital is divided into different classes, the Directors may pay dividends
on Shares which confer deferred or non-preferred rights with regard to dividends as well as on Shares which confer preferential rights
with regard to dividends but no dividend shall be paid on Shares carrying deferred or non-preferred rights if, at the time of payment,
any preferential dividend is in arrears.
(b)
The Directors may also pay, at intervals settled by them, any dividend payable
at a fixed rate if it appears to them that there are sufficient funds of the Company lawfully available for distribution to justify the
payment.
(c)
If the Directors act in good faith, they shall not incur any liability to the
Members holding Shares conferring preferred rights for any loss those Members may suffer by the lawful payment of the dividend on any
Shares having deferred or non-preferred rights.
Apportionment of dividends
23.7
Except as otherwise provided by the rights attached to Shares all dividends shall
be declared and paid according to the amounts Paid Up on the Shares on which the dividend is paid. All dividends shall be apportioned
and paid proportionately to the amount Paid Up on the Shares during the time or part of the time in respect of which the dividend is paid.
But if a Share is issued on terms providing that it shall rank for
dividend as from a particular date, that Share shall rank for dividend accordingly.
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Right of set off
23.8
The Directors may deduct from a dividend or any other amount payable to a person
in respect of a Share any amount due by that person to the Company on a call or otherwise in relation to a Share.
Power to pay other than in cash
23.9
If the Directors so determine, any resolution declaring a dividend may direct that
it shall be satisfied wholly or partly by the distribution of assets. If a difficulty arises in relation to the distribution, the Directors
may settle that difficulty in any way they consider appropriate. For example, they may do any one or more of the following:
(a)
issue fractional Shares;
(b)
fix the value of assets for distribution and make cash payments to some Members on
the footing of the value so fixed in order to adjust the rights of Members; and
(c)
vest some assets in trustees.
How payments may be made
23.10
A dividend or other monies payable on or in respect of a Share may be paid in
any of the following ways:
(a)
if the Member holding that Share or other person entitled to that Share nominates
a bank account for that purpose - by wire transfer to that bank account; or
(b)
by cheque or warrant sent by post to the registered address of the Member holding
that Share or other person entitled to that Share.
23.11
For the purposes of Article 23.10(a), the nomination
may be in writing or in an Electronic Record and the bank account nominated may be the bank account of another person. For the purposes
of Article 23.10(b), subject to any applicable law or regulation, the cheque or warrant shall be made to the
order of the Member holding that Share or other person entitled to the Share or to his nominee, whether nominated in writing or in an
Electronic Record, and payment of the cheque or warrant shall be a good discharge to the Company.
23.12
If two or more persons are registered as the holders of the Share or are jointly
entitled to it by reason of the death or bankruptcy of the registered holder (
Joint
Holders
), a dividend (or other amount) payable on or in respect of that Share may be paid as follows:
(a)
to the registered address of the Joint Holder of the Share who is named first
on the register of Members or to the registered address of the deceased or bankrupt holder, as the case may be; or
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(b)
to the address or bank account of another person nominated by the Joint Holders,
whether that nomination is in writing or in an Electronic Record.
23.13
Any Joint Holder of a Share may give a valid receipt for a dividend (or other
amount) payable in respect of that Share.
Dividends or other monies not to bear interest in
absence of special rights
23.14
Unless provided for by the rights attached to a Share, no dividend or other monies
payable by the Company in respect of a Share shall bear interest.
Dividends unable to be paid or unclaimed
23.15
If a dividend cannot be paid to a Member or remains unclaimed within six weeks
after it was declared or both, the Directors may pay it into a separate account in the Company’s name. If a dividend is paid into
a separate account, the Company shall not be constituted trustee in respect of that account and the dividend shall remain a debt due to
the Member.
23.16
A dividend that remains unclaimed for a period of six years after it became due
for payment shall be forfeited to, and shall cease to remain owing by, the Company.
24
Capitalisation of profits
Capitalisation of profits or of any share premium
account or capital redemption reserve;
24.1
The Directors may resolve to capitalise:
(a)
any part of the Company’s profits not required for paying any preferential dividend (whether or not those profits are available for distribution);
or
(b)
any sum standing to the credit of the Company’s share premium account or capital
redemption reserve, if any.
24.2
The amount resolved to be capitalised must be appropriated to the Members who
would have been entitled to it had it been distributed by way of dividend and in the same proportions. The benefit to each Member so entitled
must be given in either or both of the following ways::
(a)
by paying up the amounts unpaid on that Member’s Shares;
(b)
by issuing Fully Paid Up Shares, debentures or other securities of the Company
to that Member or as that Member directs. The Directors may resolve that any Shares issued to the Member in respect of Partly Paid Up
Shares (
Original Shares
) rank for dividend only to the extent that the Original Shares rank
for dividend while those Original Shares remain Partly Paid Up.
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Applying an amount for the benefit of Members
24.3
The amount capitalised must be applied to the benefit of Members in the proportions
to which the Members would have been entitled to dividends if the amount capitalised had been distributed as a dividend.
24.4
Subject to the Act, if a fraction of a Share, a debenture or other security is
allocated to a Member, the Directors may issue a fractional certificate to that Member or pay him the cash equivalent of the fraction.
25
Share Premium Account
Directors to maintain share premium account
25.1
The Directors shall establish a share premium account in accordance with the Act.
They shall carry to the credit of that account from time to time an amount equal to the amount or value of the premium paid on the issue
of any Share or capital contributed or such other amounts required by the Act.
Debits to share premium account
25.2
The following amounts shall be debited to any share premium account:
(a)
on the redemption or purchase of a Share, the difference between the nominal value
of that Share and the redemption or purchase price; and
(b)
any other amount paid out of a share premium account as permitted by the Act.
25.3
Notwithstanding the preceding Article, on the redemption or purchase of a Share,
the Directors may pay the difference between the nominal value of that Share and the redemption purchase price out of the profits of the
Company or, as permitted by the Act, out of capital.
26
Seal
Company seal
26.1
The Company may have a seal if the Directors so determine.
Duplicate seal
26.2
Subject to the provisions of the Act, the Company may also have a duplicate seal
or seals for use in any place or places outside the Cayman Islands. Each duplicate seal shall be a facsimile of the original seal of the Company. However,
if the Directors so determine, a duplicate seal shall have added on its face the name of the place where it is to be used.
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When and how seal is to be used
26.3
A seal may only be used by the authority of the Directors. Unless the Directors
otherwise determine, a document to which a seal is affixed must be signed in one of the following ways:
(a)
by a Director (or his alternate) and the Secretary; or
(b)
by a single Director (or his alternate).
If no seal is adopted or used
26.4
If the Directors do not adopt a seal, or a seal is not used, a document may be
executed in the following manner:
(a)
by a Director (or his alternate) and the Secretary; or
(b)
by a single Director (or his alternate); or
(c)
in any other manner permitted by the Act.
Power to allow non-manual signatures and facsimile
printing of seal
26.5
The Directors may determine that either or both of the following applies:
(a)
that the seal or a duplicate seal need not be affixed manually but may be affixed
by some other method or system of reproduction;
(b)
that a signature required by these Articles need not be manual but may be a mechanical
or Electronic Signature.
Validity of execution
26.6
If a document is duly executed and delivered by or on behalf of the Company, it
shall not be regarded as invalid merely because, at the date of the delivery, the Secretary, or the Director, or other Officer or person
who signed the document or affixed the seal for and on behalf of the Company ceased to be the Secretary or hold that office and authority
on behalf of the Company.
27
Indemnity
27.1
To the extent permitted by law, the Company shall indemnify each existing or former
Director (including alternate Director), Secretary and other Officer of the Company (including an investment adviser or an administrator
or liquidator) and their personal representatives against:
(a)
all actions, proceedings, costs, charges, expenses, losses, damages or liabilities
incurred or sustained by the existing or former Director (including alternate Director), Secretary or Officer in or about the conduct
of the Company’s business or affairs or in the execution or discharge of the existing or former Director’s (including alternate Director’s),
Secretary’s or Officer’s duties, powers, authorities or discretions; and
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(b)
without limitation to paragraph
(a),
all costs, expenses, losses or liabilities incurred by the existing or former Director (including alternate
Director), Secretary or Officer in defending (whether successfully or otherwise) any civil, criminal, administrative or investigative
proceedings (whether threatened, pending or completed) concerning the Company or its affairs in any court or tribunal, whether in the
Cayman Islands or elsewhere.
No such existing or former Director (including alternate
Director), Secretary or Officer, however, shall be indemnified in respect of any matter arising out of his own dishonesty.
27.2
To the extent permitted by Act, the Company may make a payment, or agree to make
a payment, whether by way of advance, loan or otherwise, for any legal costs incurred by an existing or former Director (including alternate
Director), Secretary or Officer of the Company in respect of any matter identified in Article 27.1 on condition
that the Director (including alternate Director), Secretary or Officer must repay the amount paid by the Company to the extent that it
is ultimately found not liable to indemnify the Director (including alternate Director), Secretary or that Officer for those legal costs.
Release
27.3
To the extent permitted by Act, the Company may by Special Resolution release
any existing or former Director (including alternate Director), Secretary or other Officer of the Company from liability for any loss
or damage or right to compensation which may arise out of or in connection with the execution or discharge of the duties, powers, authorities
or discretions of his office; but there may be no release from liability arising out of or in connection with that person’s own
dishonesty.
Insurance
27.4
To the extent permitted by Act, the Company may pay, or agree to pay, a premium
in respect of a contract insuring each of the following persons against risks determined by the Directors, other than liability arising
out of that person’s own dishonesty:
(a)
an existing or former Director (including alternate Director), Secretary or Officer
or auditor of:
(i)
the Company;
(ii)
a company which is or was a subsidiary of the Company;
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(iii)
a company in which the Company has or had an interest (whether direct or indirect);
and
(b)
a trustee of an employee or retirement benefits scheme or other trust in which
any of the persons referred to in paragraph (a) is or was interested.
28
Notices
Form of notices
28.1
Save where these Articles provide otherwise, and subject to the Designated Stock
Exchange Rules, any notice to be given to or by any person pursuant to these Articles shall be:
(a)
in writing signed by or on behalf of the giver in the manner set out below for
written notices; or
(b)
subject to the next Article, in an Electronic Record signed by or on behalf of
the giver by Electronic Signature and authenticated in accordance with Articles about authentication of Electronic Records; or
(c)
where these Articles expressly permit, by the Company by means of a website.
Electronic communications
28.2
A notice may only be given to the Company in an Electronic Record if:
(a)
the Directors so resolve or otherwise accept the notice; or
(b)
any Director or Officer provides the giver of the notice an electronic address
to which the notice may be sent and a notice is sent to that address within a reasonable period of time.
(c)
.
28.3
A notice may not be given by Electronic Record to a person other than the Company
unless the recipient has provided the giver of the notice of an electronic address to which notice may be sent.
28.4
Subject to the Act, the Designated Stock Exchange Rules and to any other rules
which the Company is bound to follow, the Company may also send any notice or other document pursuant to these Articles to a Member by
publishing that notice or other document on a website where:
(a)
the Company and the Member have agreed to his having access to the notice or document
on a website (instead of it being sent to him);
(b)
the notice or document is one to which that agreement applies;
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(c)
the Member is notified (in accordance with any requirements laid down by the Act
and, in a manner for the time being agreed between him and the Company for the purpose) of:
(i)
the publication of the notice or document on a website;
(ii)
the address of that website; and
(iii)
the place on that website where the notice or document may be accessed, and how it
may be accessed; and
(d)
the notice or document is published on that website
throughout the publication period, provided that, if the notice or document is published on that website for a part, but not all of, the
publication period, the notice or document shall be treated as being published throughout that period if the failure to publish that notice
of document throughout that period is wholly attributable to circumstances which it would not be reasonable to have expected the Company
to prevent or avoid. For the purposes of this Article
28.4
“publication
period” means a period of not less than twenty-one days, beginning on the day on which the notification referred to in Article
28.4
(c)
is deemed sent.
Persons entitled to notices
28.5
Any notice or other document to be given to a Member may be given by reference
to the register of Members as it stands at any time within the period of twenty-one days before the day that the notice is given or (where
and as applicable) within any other period permitted by, or in accordance with the requirements of, (to the extent applicable) the Designated
Stock Exchange Rules and/or the Designated Stock Exchanges. No change in the register of Members after that time shall invalidate the
giving of such notice or document or require the Company to give such item to any other person.
Persons authorised to give notices
28.6
A notice by either the Company or a Member pursuant to these Articles may be given
on behalf of the Company or a Member by a Director or company secretary of the Company or a Member.
Delivery of written notices
28.7
Save where these Articles provide otherwise, a notice in writing may be given
personally to the recipient, or left at (as appropriate) the Member’s or Director’s registered address or the Company’s
registered office, or posted to that registered address or registered office.
Joint holders
28.8
Where Members are joint holders of a Share, all notices shall be given to the
Member whose name first appears in the register of Members.
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Signatures
28.9
A written notice shall be signed when it is autographed by or on behalf of the
giver, or is marked in such a way as to indicate its execution or adoption by the giver.
28.10
An Electronic Record may be signed by an Electronic Signature.
Evidence of transmission
28.11
A notice given by Electronic Record shall be deemed sent if an Electronic Record
is kept demonstrating the time, date and content of the transmission, and if no notification of failure to transmit is received by the
giver.
28.12
A notice given in writing shall be deemed sent if the giver can provide proof
that the envelope containing the notice was properly addressed, pre-paid and posted, or that the written notice was otherwise properly
transmitted to the recipient.
28.13
A Member present, either in person or by proxy, at any meeting of the Company or
of the holders of any class of Shares shall be deemed to have received due notice of the meeting and, where requisite, of the purposes
for which it was called.
Giving notice to a deceased or bankrupt Member
28.14
A notice may be given by the Company to the persons entitled to a Share in consequence
of the death or bankruptcy of a Member by sending or delivering it, in any manner authorised by these Articles for the giving of notice
to a Member, addressed to them by name, or by the title of representatives of the deceased, or trustee of the bankrupt or by any like
description, at the address, if any, supplied for that purpose by the persons claiming to be so entitled.
28.15
Until such an address has been supplied, a notice may be given in any manner in which
it might have been given if the death or bankruptcy had not occurred.
Date of giving notices
28.16
A notice is given on the date identified in the following table
Method for giving notices
When taken to be given
(A) Personally
At the time and date of delivery
(B) By leaving it at the Member’s registered address
At the time and date it was left
(C) By posting it by prepaid post to the street or postal address of that recipient
48 hours after the date it was posted
(D) By Electronic Record (other than publication on a website), to recipient’s
48 hours after the date it was sent
Electronic address
(E) By publication on a website
24 hours after the date on which the Member is deemed to have been notified of the publication of the notice or document on the website
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Saving provision
28.17
None of the preceding notice provisions shall derogate from the Articles about
the delivery of written resolutions of Directors and written resolutions of Members.
29
Authentication of Electronic Records
Application of Articles
29.1
Without limitation to any other provision of these Articles, any notice, written
resolution or other document under these Articles that is sent by Electronic means by a Member, or by the Secretary, or by a Director
or other Officer of the Company, shall be deemed to be authentic if either Article 29.2 or Article 29.4
applies.
Authentication of documents sent by Members by Electronic
means
29.2
An Electronic Record of a notice, written resolution or other document sent by
Electronic means by or on behalf of one or more Members shall be deemed to be authentic if the following conditions are satisfied:
(a)
the Member or each Member, as the case may be, signed the original document, and
for this purpose
Original Document
includes several documents in
like form signed by one or more of those Members; and
(b)
the Electronic Record of the Original Document was sent by Electronic means by,
or at the direction of, that Member to an address specified in accordance with these Articles for the purpose for which it was sent; and
(c)
Article
29.7
does not apply.
29.3
For example, where a sole Member signs a resolution and sends the Electronic Record
of the original resolution, or causes it to be sent, by facsimile transmission to the address in these Articles specified for that purpose,
the facsimile copy shall be deemed to be the written resolution of that Member unless Article 28.7 applies.
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Authentication of document sent by the Secretary
or Officers of the Company by Electronic means
29.4
An Electronic Record of a notice, written resolution or other document sent by
or on behalf of the Secretary or an Officer or Officers of the Company shall be deemed to be authentic if the following conditions are
satisfied:
(a)
the Secretary or the Officer or each Officer, as the case may be, signed the original
document, and for this purpose
Original Document
includes several
documents in like form signed by the Secretary or one or more of those Officers; and
(b)
the Electronic Record of the Original Document was sent by Electronic means by,
or at the direction of, the Secretary or that Officer to an address specified in accordance with these Articles for the purpose for which
it was sent; and
(c)
Article
29.7
does not apply.
This Article 29.4
applies whether the document is sent by or on behalf of the Secretary or Officer in his own right or as a representative of the Company.
29.5
For example, where a sole Director signs a resolution and scans the resolution,
or causes it to be scanned, as a PDF version which is attached to an email sent to the address in these Articles specified for that purpose,
the PDF version shall be deemed to be the written resolution of that Director unless Article 29.7 applies.
Manner of signing
29.6
For the purposes of these Articles about the authentication of Electronic Records,
a document will be taken to be signed if it is signed manually or in any other manner permitted by these Articles.
Saving provision
29.7
A notice, written resolution or other document under these Articles will not be
deemed to be authentic if the recipient, acting reasonably:
(a)
believes that the signature of the signatory has been altered after the signatory
had signed the original document; or
(b)
believes that the original document, or the Electronic Record of it, was altered,
without the approval of the signatory, after the signatory signed the original document; or
(c)
otherwise doubts the authenticity of the Electronic Record of the document
and the recipient promptly gives
notice to the sender setting the grounds of its objection. If the recipient invokes this Article, the sender may seek to establish the
authenticity of the Electronic Record in any way the sender thinks fit.
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30
Transfer by way of continuation
30.1
The Company may, by Special Resolution, resolve to be registered by way of continuation
in a jurisdiction outside:
(a)
the Cayman Islands; or
(b)
such other jurisdiction in which it is, for the time being, incorporated, registered
or existing.
30.2
To give effect to any resolution made pursuant to the preceding Article, the Directors
may cause the following:
(a)
an application be made to the Registrar of Companies of the Cayman Islands to
deregister the Company in the Cayman Islands or in the other jurisdiction in which it is for the time being incorporated, registered or
existing; and
(b)
all such further steps as they consider appropriate to be taken to effect the
transfer by way of continuation of the Company.
31
Winding up
Distribution of assets in specie
31.1
If the Company is wound up the Members may, subject to these Articles and any other
sanction required by the Act, pass a Special Resolution allowing the liquidator to do either or both of the following:
(a)
to divide in specie among the Members the whole or any part of the assets of the
Company and, for that purpose, to value any assets and to determine how the division shall be carried out as between the Members or different
classes of Members; and/or
(b)
to vest the whole or any part of the assets in trustees for the benefit of Members
and those liable to contribute to the winding up.
No obligation to accept liability
31.2
No Member shall be compelled to accept any assets if an obligation attaches to them.
31.3
The Directors are authorised to present a winding up petition
31.4
The Directors have the authority to present a petition for the winding up of the
Company to the Grand Court of the Cayman Islands on behalf of the Company without the sanction of a resolution passed at a general meeting.
32
Amendment of Memorandum and Articles
Power to change name or
amend Memorandum
32.1
Subject to the Act, the Company may, by Special Resolution:
(a)
change its name; or
(b)
change the provisions of its Memorandum with respect to its objects, powers or any
other matter specified in the Memorandum.
Power to amend these Articles
32.2
Subject to the Act and as provided in these Articles, the Company may, by Special
Resolution, amend these Articles in whole or in part.
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