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
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of August 2023
Commission File Number: 001-38851
POWERBRIDGE TECHNOLOGIES CO., LTD.
(Translation of Registrant’s name into English)
Advanced Business Park, 9th Fl, Bldg C2,
29 Lanwan Lane, Hightech District,
Zhuhai, Guangdong 519080, China
(Address of Principal Executive Office)
Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒
Form 40-F ☐
Notice of Annual General Meeting of
Shareholders
In connection with the upcoming annual general
meeting of shareholders (the “AGM”) of Powerbridge Technologies Co., Ltd. (the “Company”) on September
5, 2023, the Company furnishes the following documents:
| 1) | A
copy of the Notice of Annual General Meeting of the Company (the “Notice”); and |
| 2) | A
form of proxy card (the “Proxy Card”). |
The Notice and Proxy
Card are being furnished in this report on Form 6-K as Exhibits 99.1 and 99.2 respectively pursuant to General Instruction B
to the Form 6-K and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange
Act of 1934, as amended, or otherwise subject to the liabilities of that section.
The following exhibits are filed as part of this Form 6-K and are incorporated
herein by reference:
CONTENTS
SIGNATURE
Pursuant to the requirements of the Securities
and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: August 4, 2023
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POWERBRIDGE TECHNOLOGIES CO., LTD. |
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By: |
/s/ Stewart Lor |
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Stewart Lor |
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Chief Executive Officer |
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Exhibit 99.1
POWERBRIDGE TECHNOLOGIES CO., LTD.
NOTICE OF ANNUAL GENERAL MEETING OF THE MEMBERS
OF THE COMPANY
To Be
Held On September 5, 2023
NOTICE (this “Notice”)
IS HEREBY GIVEN, that you are cordially invited to attend an annual general meeting (the “Annual General Meeting”) of shareholders
of Powerbridge Technologies Co. Ltd., a Cayman Islands exempted company with limited liability (the “Company,” “we,”
“us” or “our”), to be held on September 5, 2023 at 3:00 a.m. Eastern Time (3:00 p.m. China standard time), at
Advanced Business Park, 9th Fl, Bldg C2, 29 Lanwan Lane, Hightech District, Zhuhai, Guangdong 519080, China, at which the following resolutions
will be proposed:
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1. |
as an ordinary resolution, to ratify the selection and re-appointment of Onestop Assurance PAC as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2022. |
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as
an ordinary resolution, to approve that (i) with immediate effect upon passing, every eight (8) issued and unissued ordinary of the
Company of US$0.050 each be consolidated into one (1) share of US$0.40 each (each a “Consolidated Share”), such
Consolidated Shares shall rank pari passu in all respects with each other (the “Share Consolidation”) so that
following the Share Consolidation the authorized share capital of the Company will be changed from US$50,000,000 divided into
1,000,000,000 shares of par value of US$0.050 each to US$50,000,000 divided into 125,000,000 shares of par value of US$0.40 each;
and (ii) all fractional entitlements to the issued Consolidated Shares resulting from the Share Consolidation will be disregarded
and will not be issued to the shareholders of the Company but all such fractional shares shall be redeemed in cash for the fair
value of such fractional share, such fair value being the closing price of the ordinary shares on a post-consolidation basis on the
applicable trading market on the first trading date of the ordinary shares following the Share Consolidation (the
“Fractional Shares Redemption”). |
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3. |
as an ordinary resolution, to approve that immediately following the Share Consolidation, the authorized share capital of the Company be increased from US$50,000,000 divided into 125,000,000 shares of a nominal or par value of US$0.40 each, to US$200,000,000 divided into 500,000,000 shares of a nominal or par value of US$0.40 each (the “Share Capital Increase”). |
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4. |
as a special resolution, to (i) replace the existing ordinary share class with a dual-class share structure of Class A and Class B ordinary shares, with each Class A and Class B ordinary share ranking pari passu and having the same rights, preferences, privileges and restrictions, except that, voting as the same class, each Class B ordinary share is entitled to thirty (30) votes and each Class A ordinary is entitled one (1) vote (the “Dual-class Share Structure”); (ii) re-designate 2,000,000 shares of the 500,000,000 authorized shares as Class B ordinary shares and 498,000,000 shares of the 500,000,000 authorized shares as Class A ordinary shares; and (iii) re-designate the 243,903 shares (after giving effect to the Share Consolidation) held by Mr. Stewart Lor, CEO and Chairman of the Board of the Company, as Class B ordinary shares (together, the “Share Re-designation”). |
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as a special resolution, to adopt the fifth amended and restated memorandum
and articles of association in replace of the Company’s currently in effect fourth memorandum and articles of association to reflect
the changes in connection with the Share consolidation, the Share Capital Increase, the Dual-class Share Structure and the Share Re-designation
(the “Fifth Amendment of Memorandum”). |
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as an ordinary resolution, to grant general authorizations to the board of directors or any one director or officer of the Company to act on behalf of the Company in connection with Proposals 1 to 5. |
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as an ordinary resolution, to approve resolutions with respect to any other business arising in connection with Proposals 1 to 5. |
The foregoing items of business
are more fully described in the proxy statement accompanying this Notice. We are not aware of any other business to come before the Annual
General Meeting.
Only shareholders of record
at the close of business on July 26, 2023 (the “Record Date”) are entitled to notice and to vote at the Annual General
Meeting and any adjournment or postponement thereof.
It is important that your
shares are represented at the Annual General Meeting. We urge you to review the attached Proxy Statement and, whether or not you plan
to attend the Annual General Meeting in person, please vote your shares promptly by casting your vote via the Internet or, if you prefer
to mail your proxy or voter instructions, please complete, sign, date, and return your proxy or vote instruction form in the pre-addressed
envelope provided, which requires no additional postage if mailed in the United States. You may revoke your vote by submitting a subsequent
vote over the Internet or by mail before the Annual General Meeting, or by voting in person at the Annual General Meeting.
If you plan to attend the
Annual General Meeting, please notify us of your intentions. This will assist us with meeting preparations. If your shares are not registered
in your own name and you would like to attend the Annual General Meeting, please follow the instructions contained in the proxy materials
that are being mailed to you and any other information forwarded to you by your broker, trust, bank, or other holder of record to obtain
a valid proxy from it. This will enable you to gain admission to the Annual General Meeting and vote in person.
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By Order of the Board of Directors, |
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/s/ Stewart Lor |
August 4, 2023 |
Stewart Lor |
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Chief Executive Officer and Director |
TABLE OF CONTENTS
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GENERAL INFORMATION |
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1 |
Purpose of Annual General Meeting |
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Will there be any other items of business on the agenda? |
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Who is entitled to vote at the Annual Meeting? |
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What constitutes a quorum and how will votes be counted? |
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Votes Required |
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How do I vote? |
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Revoking Your Proxy |
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Proxy Solicitation Costs |
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PROPOSALS |
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4 |
OTHER MATTERS |
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POWERBRIDGE TECHNOLOGIES CO., LTD.
ANNUAL GENERAL MEETING OF THE MEMBERS OF THE
COMPANY
PROXY STATEMENT
This Proxy Statement and the
accompanying proxy are being furnished with respect to the solicitation of proxies by the Board of Directors (the “Board”)
of Powerbridge Technologies Co., Ltd., a Cayman Islands exempted company with limited liability (the “Company,” “we,”
“us” or “our”), for the Annual General Meeting of the Members of the Company (the “Annual General Meeting”).
The Annual General Meeting is to be held at 3:00 a.m. Eastern Time (3:00 p.m. China standard time), on September 5, 2023, and at any adjournment
or adjournments thereof, at Advanced Business Park, 9th Fl, Bldg C2, 29 Lanwan Lane, Hightech District, Zhuhai, Guangdong 519080, China.
GENERAL INFORMATION
Purpose of Annual General Meeting
The purposes of the Annual
General Meeting are to seek shareholder approval of the following resolutions:
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1. |
as an ordinary resolution, to ratify the selection and re-appointment of Onestop Assurance PAC as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2022. |
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2. |
as an ordinary resolution, to approve that (i) with immediate effect upon passing, every eight (8) issued and unissued ordinary of the Company of US$0.050 each be consolidated into one (1) share of US$0.40 each (each a “Consolidated Share”), such Consolidated Shares shall rank pari passu in all respects with each other (the “Share Consolidation”) so that following the Share Consolidation the authorized share capital of the Company will be changed from US$50,000,000 divided into 1,000,000,000 shares of par value of US$0.050 each to US$50,000,000 divided into 125,000,000 shares of par value of US$0.40 each; and (ii) all fractional entitlements to the issued Consolidated Shares resulting from the Share Consolidation will be disregarded and will not be issued to the shareholders of the Company but all such fractional shares shall be redeemed in cash for the fair value of such fractional share, such fair value being the closing price of the ordinary shares on a post-consolidation basis on the applicable trading market on the first trading date of the ordinary shares following the Share Consolidation (the “Fractional Shares Redemption”). |
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3. |
as an ordinary resolution, to approve that immediately following the Share Consolidation, the authorized share capital of the Company be increased from US$50,000,000 divided into 125,000,000 shares of a nominal or par value of US$0.40 each, to US$200,000,000 divided into 500,000,000 shares of a nominal or par value of US$0.40 each (the “Share Capital Increase”). |
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as a special resolution, to (i) replace the existing ordinary share class with a dual-class share structure of Class A and Class B ordinary shares, with each Class A and Class B ordinary share ranking pari passu and having the same rights, preferences, privileges and restrictions, except that, voting as the same class, each Class B ordinary share is entitled to thirty (30) votes and each Class A ordinary is entitled one (1) vote (the “Dual-class Share Structure”); (ii) re-designate 2,000,000 shares of the 500,000,000 authorized shares as Class B ordinary shares and 498,000,000 shares of the 500,000,000 authorized shares as Class A ordinary shares; and (iii) re-designate the 243,903 shares (after giving effect to the Share Consolidation) held by Mr. Stewart Lor, CEO and Chairman of the Board of the Company, as Class B ordinary shares (together, the “Share Re-designation”). |
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5. |
as a special resolution, to adopt the fifth amended and restated memorandum
and articles of association in replace of the Company’s currently in effect fourth memorandum and articles of association to reflect
the changes in connection with the Share Consolidation, the Share Capital Increase, the Dual-class Share Structure and the Share Re-designation
(the “Fifth Amendment of Memorandum”). |
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6. |
as an ordinary resolution, to grant general authorizations to the board of directors or any one director or officer of the Company to act on behalf of the Company in connection with Proposals 1 to 5. |
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as an ordinary resolution, to approve resolutions with respect to any other business arising in connection with Proposals 1 to 5. |
The Board recommends a vote FOR each proposal.
Will there be any other items of business on the agenda?
The Board knows of no other
matters that will be presented for consideration at the Annual General Meeting. Nonetheless, in case there is an unforeseen need, the
accompanying proxy gives discretionary authority to the persons named on the proxy with respect to any other matters that might be brought
before the Annual General Meeting or at any postponement or adjournment of the Annual General Meeting. Those persons intend to vote that
proxy in accordance with their judgment. If for any reason any of the nominees are not available as candidates for director, and our Board
has not reduced the authorized number of directors on our Board, the persons named as proxy holders will vote your proxy for such other
candidate or candidates as may be nominated by the Board.
Who is entitled to vote at the Annual General Meeting?
Only shareholders of record
of our ordinary shares of a par value of US$0.050 each, as of the close of business on July 26, 2023 (the “Record Date”)
are entitled to notice and to vote at the Annual General Meeting and any adjournment or adjournments thereof. On the Record Date, no preferred
shares were issued and outstanding.
Each fully paid ordinary share
is entitled to one vote on each matter properly brought before the Annual General Meeting. The enclosed proxy card or voting instruction
card shows the number of shares you are entitled to vote at the Annual General Meeting.
Shareholder of Record: Shares Registered in
Your Name
If on the Record Date your
shares were registered directly in your name with the Company, then you are a shareholder of record. As a shareholder of record, you may
vote in person at the Annual General Meeting or vote by proxy. Whether or not you plan to attend the Annual General Meeting, to ensure
your vote is counted, we encourage you to vote either by Internet or by filling out and returning the enclosed proxy card.
Beneficial Owner: Shares Registered in the
Name of a Broker or Bank
If on the Record Date your
shares were held in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of
shares held in “street name” and these proxy materials are being forwarded to you by that organization. The organization holding
your account is considered the shareholder of record for purposes of voting at the Annual General Meeting. As the beneficial owner, you
have the right to direct your broker or other agent on how to vote the shares in your account. Your broker will not be able to vote your
shares unless your broker receives specific voting instructions from you. We strongly encourage you to vote.
What constitutes a quorum and how will votes be counted?
The Annual General Meeting
will be held if two shareholders entitled to vote and representing not less than one-third (1/3) of the votes attached to all the voting
shares of the Company then in issue are present, either in person or by proxy. Abstentions will be counted as entitled to vote for purposes
of determining a quorum. In the event that there are not sufficient votes for a quorum, the Annual General Meeting may be adjourned in
order to permit the further solicitation of proxies.
Votes Required
Each of the proposals requires
the affirmative vote of a simple majority of the votes of the shareholders (or their duly appointed proxies) entitled to vote and voting
on such proposal, in person or by proxy.
How do I vote?
Your shares may only be voted
at the Annual General Meeting if you are present in person or are represented by proxy. Whether or not you plan to attend the Annual General
Meeting, we encourage you to vote by proxy to ensure that your shares will be represented.
You may vote using any of
the following methods:
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By Internet. You may vote by using the Internet in accordance with the instructions included in the proxy card. The Internet voting procedures are designed to authenticate shareholders’ identities, to allow shareholders to vote their shares and to confirm that their instructions have been properly recorded. |
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By Mail. Shareholders of record as of the Record Date may submit proxies by completing, signing and dating their proxy cards and mailing them in the accompanying pre-addressed envelopes. If you return your signed proxy but do not indicate your voting preferences, your shares will be voted on your behalf “FOR” each of the proposals. Shareholders who hold shares beneficially in street name may provide voting instructions by mail by completing, signing and dating the voting instruction forms provided by their brokers, banks or other nominees and mailing them in the accompanying pre-addressed envelopes. |
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In person at the Annual General Meeting. Shares held in your name as the shareholder of record may be voted in person at the Annual General Meeting or at any postponement or adjournment of the Annual General Meeting. Shares held beneficially in street name may be voted in person only if you obtain a legal proxy from the broker, bank or nominee that holds your shares giving you the right to vote the shares. Even if you plan to attend the Annual General Meeting, we recommend that you also submit your proxy or voting instructions by mail or Internet so that your vote will be counted if you later decide not to attend the Annual General Meeting. |
Revoking Your Proxy
Even if you execute a proxy,
you retain the right to revoke it and to change your vote by notifying us at any time before your proxy is voted. Mere attendance at the
meeting will not revoke a proxy. Such revocation may be effected by following the instructions for voting on your proxy card or vote instruction
form. Unless so revoked, the shares represented by proxies, if received in time, will be voted in accordance with the directions given
therein. However, if you are shareholder of record, delivery of a proxy would not preclude you from attending and voting in person at
the meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked.
If the Annual General Meeting
is postponed or adjourned for any reason, at any subsequent reconvening of the Annual General Meeting, all proxies will be voted in the
same manner as the proxies would have been voted at the original convening of the Annual General Meeting (except for any proxies that
have at that time effectively been revoked or withdrawn), even if the proxies had been effectively voted on the same or any other matter
at a previous Annual General Meeting.
Proxy Solicitation Costs
We will bear the entire cost
of this solicitation of proxies, including the preparation, assembly, printing, and mailing of the proxy materials that we may provide
to our shareholders. Copies of solicitation material will be provided to brokerage firms, fiduciaries and custodians holding shares in
their names that are beneficially owned by others so that they may forward the solicitation material to such beneficial owners. We may
solicit proxies by mail, and the officers and employees of the Company, who will receive no extra compensation therefore, may solicit
proxies personally or by telephone. The Company will reimburse brokerage houses and other nominees for their expenses incurred in sending
proxies and proxy materials to the beneficial owners of shares held by them.
PROPOSAL NO. 1
RATIFICATION OF SELECTION AND RE-APPOINTMENT
OF ONESTOP ASSURANCE PAC
AS THE COMPANY’S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2022
The audit committee of the Board (the “Audit
Committee”), which is composed entirely of independent directors, has selected and re-appointed OneStop Assurance PAC (“OneStop”),
independent registered public accounting firm, to audit our financial statements for the fiscal year ended December 31, 2022. Ratification
of the selection of OneStop by shareholders is not required by law. However, as a matter of good corporate practice, such selection is
being submitted to the shareholders for ratification at the Annual General Meeting of 2023. If the shareholders do not ratify the selection,
the Board and the Audit Committee will reconsider whether or not to retain OneStop, but may, in their discretion, retain OneStop. Even
if the selection is ratified, the Audit Committee, in its discretion, may change the appointment at any time during the year if it determines
that such change would be in the best interests of the Company and its shareholders.
Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None.
Independent Registered Public Accounting Firm Fees and Services
The following table represents the approximate
aggregate fees for services rendered by Onestop Assurance PAC for the period indicated:
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December 31, 2022 | |
Audit Fees | |
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Onestop Assurance PAC | |
$ | 213,100 | |
All Other Fees | |
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Total Fees | |
$ | 213,100 | |
“Audit-related fees” are the aggregate fees billed
for assurance and related services that are reasonably related to the performance of the audit and are not reported under audit fees.
These fees primarily include accounting consultations regarding the accounting treatment of matters that occur in the regular course of
business, implications of new accounting pronouncements and other accounting issues that occur from time to time.
“Other fees” include fees for services rendered
by our independent registered public accounting firm with respect to government incentives and other matters.
The policy of our audit committee is to pre-approve all audit
and non-audit services provided by our independent auditor including audit services, audit-related services, tax services and other services.
Our Audit Committee evaluated and approved in advance the
scope and cost of the engagement of an auditor before the auditor rendered its audit and non-audit services.
Vote Required
Assuming that a quorum is
present, the affirmative vote of a simple majority of the total votes attaching to the shares that are entitled to vote and voting at
the Annual General Meeting is required to approve Proposal 1.
THE BOARD AND THE AUDIT COMMITTEE RECOMMEND
A VOTE FOR
RATIFICATION OF SELECTION AND RE-APPOINTMENT
OF ONESTOP ASSURANCE PAC AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDED DECEMBER 31, 2022
PROPOSAL NO. 2
SHARE CONSOLIDATION AND FRACTIONAL SHARES REDEMPTION
Purpose of Share Consolidation
The Company’s ordinary
shares are listed on The Nasdaq Capital Market under the trading symbol of “PBTS.” In order for the ordinary shares to continue
to be listed on The Nasdaq Capital Market, the Company must satisfy various listing standards established by Nasdaq. Among others, Nasdaq
Listing Rule 5550(a)(2) requires that listed shares maintain a minimum bid price of US$1.00 per share (the “Bid Price Rule”).
On November 7, 2022, the Company received a letter from Nasdaq indicating that it is no longer in compliance with the Bid Price Rule.
On June 9, 2023, the Company effected a reverse stock split at the ratio of 1-for-30 and traded above $1.00 for the past 11 consecutive
trading days, from June 9, 2023 to June 26, 2023, and thus regained compliance with the Bid Price Rule.
On June 27, 2023, the Company
received a written notification from Nasdaq’s Listing Qualifications Department stating that the closing bid price of the Company’s
common shares has been $1.00 per share or greater for 10 consecutive trading days. Hence, the Company has regained compliance with Nasdaq
Listing Rule 5550(a)(2) to remain listed in the Nasdaq, subject to a Mandatory Panel Monitor, for a period of one year from June 27, 2023,
of the Company’s ongoing compliance with such requirements as set force in Listing Rule 5815(d)(4)(B). If, within that one-year
monitoring period, Listing Qualifications staff (“Staff”) finds the Company again out of compliance with the requirement that
was the subject of the exception, notwithstanding Rule 5810(c)(2), the Company will not be permitted to provide the Staff with a plan
of compliance with respect to that deficiency and Staff will not be permitted to grant additional time for the Company to regain compliance
with respect to that deficiency, nor will the company be afforded an applicable cure or compliance period pursuant to Rule 5810(c)(3).
Instead, Staff will issue a Delist Determination Letter and the Company will have an opportunity to request a new hearing with the initial
Panel or a newly convened Hearings Panel if the initial Panel is unavailable. The Company will have the opportunity to respond/present
to the Hearings Panel as provided by Listing Rule 5815(d)(4)(C). The Company’s securities may be at that time delisted from Nasdaq.
In order to retain the compliance
with the Bid Price Rule under Nasdaq Listing Rule 5810(c)(3)(A), the closing bid price of the Company’s ordinary shares should be
at least US$1.00 for a minimum of ten consecutive business days. As of August 3, 2023, the closing bid price of the Company’s ordinary
shares has been below $1.00 per share for 22 consecutive days.
To enhance the Company’s
ability to retain the compliance with the Bid Price Rule and remain listed on Nasdaq, the Board believes that it is in the best interest
of the Company and the shareholders to effectuate a share consolidation to increase the market price of the ordinary shares. As a result,
the Board is soliciting shareholders’ approval of a share consolidation of the Company’s shares at a ratio of one-for-eight
and to provide authorization to the Board to settle as it considers expedient any difficulty which arises in relation to any consolidation
of ordinary shares of the Company and compulsorily redeem any fractional shares arising under the Share Consolidation so that (subsequent
to such redemption) the shareholder holds a whole number of shares (See Fractional Shares Redemption below).
The Board also believes that
the delisting of the ordinary shares from The Nasdaq Capital Market would likely result in decreased liquidity. Such decreased liquidity
would result in the increase in the volatility of the trading price of the ordinary shares, a loss of current or future coverage by certain
analysts and a diminution of institutional investor interest. In addition, the Board believes that such delisting could also cause a loss
of confidence of corporate partners, customers and employees, which could harm the Company’s business and future prospects.
In evaluating whether or not
to conduct the share consolidation, the Board also took into account various negative factors associated with such corporate action. These
factors include: the negative perception of share consolidation held by some investors, analysts and other stock market participants;
the fact that the share price of some companies that have effected of share consolidation has subsequently declined back to pre-consolidation
levels; the adverse effect on liquidity that might be caused by a reduced number of shares outstanding; and the costs associated with
implementing a share consolidation.
The Board considered these
factors, and the potential harm of being delisted from The Nasdaq Capital Market. The Board determined that continued listing on The Nasdaq
Capital Market is in the best interest of the Company and its shareholders, and that the Share Consolidation is probably necessary to
maintain the listing of the Company’s ordinary shares on The Nasdaq Capital Market.
In addition, there can be
no assurance that, after the Share Consolidation, the Company would be able to maintain the listing of the ordinary shares on The Nasdaq
Capital Market. The Nasdaq Capital Market maintains several other continued listing requirements currently applicable to the listing of
the ordinary shares. Shareholders should recognize that if the Share Consolidation is effected, they will own a smaller number of ordinary
shares than they currently own. While the Company expects that the Share Consolidation will result in an increase in the market price
of the ordinary shares, it may not increase the market price of the ordinary shares in proportion to the reduction in the number of ordinary
shares outstanding or result in a permanent increase in the market price (which depends on many factors, including our performance, prospects
and other factors that may be unrelated to the number of shares outstanding).
If
the Share Consolidation is effected and the market price of the Company’s ordinary shares declines, the percentage decline as an
absolute number and as a percentage of the Company’s overall market capitalization may be greater than would occur in the absence
of the Share Consolidation. Furthermore, the liquidity of the Company’s ordinary shares could be adversely affected by the reduced
number of shares that would be outstanding after the Share Consolidation. Accordingly, the Share Consolidation may not achieve the desired
results that have been outlined above.
Effects of the Share Consolidation
Authorized Shares and Unissued Shares
At the time the Share Consolidation
is effective, our authorized shares will be consolidated at the ratio of one-for-eight. Accordingly, the number of unissued ordinary shares
will be reduced at the same ratio.
Issued and Outstanding Shares
The Share Consolidation will
also reduce the number of issued and outstanding ordinary shares at the ratio of one-for-eight. In addition, the par value of ordinary
shares will be increased by the same ratio.
For example, a shareholder
holding eight (8) ordinary shares, par value US$0.050 before the Share Consolidation would hold one (1) ordinary shares, par value US$0.40
per share after the Share Consolidation. However, each shareholder’s proportionate ownership of the issued and outstanding ordinary
shares immediately following the effectiveness of the Share Consolidation would remain the same, with the exception of adjustments related
to the treatment of fractional shares (see below).
With immediate effect upon
passing, every eight (8) issued and unissued ordinary shares of the Company of US$0.050 each will be consolidated into one (1) share of
US$0.40 each (each a “Consolidated Share”), such Consolidated Shares shall rank pari passu in all respects with each other
(the “Share Consolidation”) so that following the Share Consolidation the authorized share capital of the Company will be
changed from US$50,000,000 divided into 1,000,000,000 shares of par value of US$0.050 each to US$50,000,000 divided into 125,000,000 shares
of par value of US$0.40 each.
Proportionate adjustments
will be made based on the ratio of the Share Consolidation to the per share exercise price and the number of shares issuable upon the
exercise or conversion of all outstanding options, warrants, convertible or exchangeable securities entitling the holders to purchase,
exchange for, or convert into, our ordinary shares. This will result in approximately the same aggregate price being required to be paid
under such options, warrants, convertible or exchangeable securities upon exercise, and approximately the same value of ordinary shares
being delivered upon such exercise, exchange or conversion, immediately following the Share Consolidation as was the case immediately
preceding the Share Consolidation.
There are no preferred shares
currently issued and outstanding.
Procedure for Implementing the Share Consolidation
As soon as practicable after
the effective date of the Share Consolidation, the Company’s shareholders will be notified that the Share Consolidation has been
effected. The Company expects that its transfer agent, Transhare Corporation, will act as exchange agent for purposes of implementing
the exchange of share certificates. If needed, holders of pre-consolidation shares will be asked to surrender to the exchange agent certificates
representing pre-consolidation ordinary shares in exchange for certificates representing post-consolidation ordinary shares or, in the
case of holders of non-certificated shares, such proof of ownership as required by the exchange agent, in accordance with the procedures
to be set forth in a letter of transmittal that the Company will send to its registered shareholders. No new share certificates will be
issued to a shareholder until such shareholder has surrendered such shareholder’s outstanding share certificate(s) together with
the properly completed and executed letter of transmittal to the exchange agent.
SHAREHOLDERS SHOULD NOT
DESTROY ANY SHARE CERTIFICATE(S) AND SHOULD NOT SUBMIT ANY CERTIFICATE(S) UNTIL REQUESTED TO DO SO.
Banks, brokers or other nominees
will be instructed to effect the Share Consolidation for their beneficial holders holding shares in “street name.” However,
these banks, brokers or other nominees may have different procedures from those that apply to registered shareholders for processing the
Share Consolidation. If a shareholder holds shares with a bank, broker or other nominee and has any questions in this regard, shareholders
are encouraged to contact their bank, broker or other nominee.
Federal Income Tax Consequences of the Share Consolidation
The Share Consolidation should
be a tax-free transaction under the Internal Revenue Code of 1986, as amended. Therefore, a shareholder generally will not recognize gain
or loss on the Share Consolidation, except to the extent of cash, if any, received in lieu of a fractional share interest in the post-consolidation
shares. The holding period and tax basis of the pre- consolidation ordinary shares will be transferred to the post- consolidation ordinary
shares (excluding any portion of the holder’s basis allocated to fractional shares).
This discussion should not
be considered as tax or investment advice, and the tax consequences of the Share Consolidation may not be the same for all shareholders.
Shareholders should consult their own tax advisors to know their individual federal, state, local and foreign tax consequences.
Fractional Shares Redemption
In relation to the Share Consolidation,
the Board also submits to the shareholders of the Company for approval, that immediately following the approval of the Share Consolidation
proposal, all fractional entitlements to the issued Consolidated Shares resulting from the Share Consolidation will be disregarded and
will not be issued to the shareholders of the Company but all such fractional shares shall be redeemed in cash for the fair value of such
fractional share, such fair value being the closing price of the ordinary shares on a post-consolidation basis on the applicable trading
market on the first trading date of the ordinary shares following the Share Consolidation.
The Company does not currently
intend to issue fractional shares in connection with the Share Consolidation to the shareholders. If the Share Consolidation proposal
is approved by the shareholders at the Annual General Meeting, the Board will have the authority to compulsorily redeem any fractional
shares arising under the Share Consolidation so that subsequent to such redemption, such affected shareholder holds a whole number of
shares. The Company will pay in cash the fair value of fractions of a share as of the time when such fractions are redeemed. Any shareholder
whose fractional shares are redeemed will be entitled, upon surrendering to the exchange agent of certificates representing such ordinary
shares or, in the case of non-certificated ordinary shares, such proof of ownership as required by the exchange agent, to receive cash
(without interest or deduction) as a result of the redemption. The Board has determined that the fair value of fractions will be the closing
price of ordinary shares on a post-consolidation basis on the applicable trading market on the first trading date of the ordinary shares
following the Share Consolidation.
If the Share Consolidation
proposal is not approved, then this Fractional Shares Redemption proposal will not be applicable.
Vote Required
Assuming that a quorum is
present, the affirmative vote of a simple majority of the total votes attaching to the shares that are entitled to vote and voting at
the Annual General Meeting is required to approve Proposal 2.
THE BOARD RECOMMENDS
A VOTE FOR
SHARE CONSOLIDATION AND FRACTIONAL SHARES REDEMPTION
PROPOSAL NO. 3
SHARE CAPITAL INCREASE
Assuming the approval of the
Share Consolidation proposal, the Board believes that it is in the best interest of the Company and the shareholders, and is hereby soliciting
shareholders’ approval, that immediately following the approval of the Share Consolidation proposal by the shareholders, the authorized
share capital of the Company be increased from US$50,000,000 divided into 125,000,000 shares of par value of US$0.40 each, to US$200,000,000
divided into 1,000,000,000 shares of a nominal or par value of US$0.050 each (the “Share Capital Increase”). US$50,000,000
divided into 500,000,000 shares of par value of US$0.40 each.
If the Share Consolidation
proposal is not approved, then this Share Capital Increase proposal will not be applicable.
Vote Required
Assuming that a quorum is
present, the affirmative vote of a simple majority of the total votes attaching to the shares that are entitled to vote and voting at
the Annual General Meeting is required to approve Proposal 3.
THE BOARD RECOMMENDS
A VOTE FOR
SHARE CAPITAL INCREASE
PROPOSAL NO. 4
DUAL-CLASS SHARE STRUCTURE AND SHARE RE-DESIGNATION
Purpose of Dual-class Share Structure and Share Re-designation
The Board submits to the shareholders
of the Company for approval, that to (i) replace the existing ordinary share class with a dual-class share structure of Class A and Class
B ordinary shares, with each Class A and Class B ordinary share ranking pari passu and having the same rights, preferences, privileges
and restrictions, except that, voting as the same class, each Class B ordinary share is entitled to thirty (30) votes and each Class A
ordinary is entitled one (1) vote (the “Dual-class Share Structure”); (ii) re-designate 2,000,000 shares of the 500,000,000
authorized shares as Class B ordinary shares and 498,000,000 shares of the 500,000,000 authorized shares as Class A ordinary shares; and
(iii) re-designate the 243,903 shares (after giving effect to the Share Consolidation) held by Mr. Stewart Lor, CEO and
Chairman of the Board of the Company, as Class B ordinary shares (together, the “Share Re-designation”).
Stewart Lor has co-founded
the Company, and has been served as the CEO and the Chairman of the Board of the Company since August 2018 and as the President since
October 2019. Mr. Lor has gained over 20 years of experience in the industry. Previously, Mr. Lor served on our Board and as our Chief
Operating Officer from October 1997 to September 2006. Mr. Lor served as President of Lorons International Corporation from August 1988
to October 1995. He had served various executive positions at Cmark Holdings Ltd. and Fanz Co., Ltd. from November 2006 to September 2017.
He holds a B.S. in Biochemistry from State University of New York at Stony Brook.
To ensure the high-functioning
as well as the efficient and effective execution of operating strategies of the Company and achieve long-term growth and profits, the
Board believes that it is in the best interest of the Company and the shareholders to approve the Dual-class Share Structure and Share
Re-designation proposals for Mr. Lor to utilizes his experience and expertise as our CEO and Chairman of the Board.
Effects of the Dual-class Share Structure and Share Re-designation
Upon the passing of this proposal,
we will have a dual-class voting structure such that our ordinary shares will consist of Class A ordinary shares and Class B ordinary
shares. Except for the voting rights and the conversion rights as described below, each Class A and Class B ordinary share ranks pari
passu and has the same rights, preferences, privileges and restrictions. .
Following the establishment
of the dual-class voting structure, 2,000,000 shares of the 500,000,000 authorized shares, including 243,903 shares (after giving effect
to the Share Consolidation) held by Mr. Stewart Lor, our CEO and Chairman of the Board, will be re-designated as Class B ordinary
shares, and all other issued and outstanding shares will be re-designated as Class A ordinary shares.
Voting Rights
Holders of Class A ordinary
shares and Class B ordinary shares shall, at all times, vote together as one class on all matters submitted to a vote by the shareholders
at any such general meeting. Each Class A ordinary share shall be entitled to one (1) vote on all matters subject to a vote at general
meetings of the shareholders, and each Class B ordinary share shall be entitled to thirty (30) votes on all matters subject to a vote
at general meetings of the shareholders.
Conversion Rights
Class B ordinary shares may
be converted by the holders thereof into the same number of Class A ordinary shares at any time, while Class A ordinary shares cannot
be converted into Class B ordinary shares under any circumstances. Upon (i) any sale, transfer, assignment or disposition of any Class
B ordinary shares by a holder thereof to a person or an entity which is not an affiliate of such holder, or (ii) a change of beneficial
ownership of any Class B ordinary shares as a result of which any person who is not an affiliate of registered holders of such Class B
ordinary shares becomes a beneficial owner of such Class B ordinary shares, each of such Class B ordinary shares will be automatically
and immediately converted into one Class A ordinary share. There is no limit on the circumstances where holders of Class B ordinary shares
may transfer or otherwise dispose of their Class B ordinary shares.
Mr. Stewart Lor will beneficially
own approximately 5.2% of the total issued and outstanding ordinary shares of the Company, representing approximately 62.2% of the total
voting power of the Company (calculation based on the number of total issued and outstanding ordinary shares of the Company of 37, 380,
597 shares, as of August 3, 2023).
Vote Required
Assuming that a quorum is
present, the affirmative vote of at least a two-thirds majority of the total votes attaching to the shares that are entitled to vote and
voting at the Annual General Meeting is required to approve Proposal 4.
THE BOARD RECOMMENDS
A VOTE FOR
DUAL-CLASS SHARE STRUCTURE AND SHARE RE-DESIGNATION
PROPOSAL NO. 5
FIFTH AMENDMENT OF MEMORANDUM
To consider and approve the adoption of the fifth
amended and restated memorandum and articles of association in replace of the Company’s currently in effect fourth memorandum and
articles of association to reflect the changes in connection with the Share Consolidation, the Share Capital Increase, the Dual-class
Share Structure and the Share Re-designation (the “Fifth Amendment of Memorandum”).
A draft of the form of the fifth amended and restated
memorandum of association is attached as Appendix A to this proxy statement.
Vote Required
Assuming that a quorum
is present, the affirmative vote of at least a two-thirds majority of the total votes attaching to the shares that are entitled to
vote and voting at the Annual General Meeting is required to approve Proposal 5.
THE BOARD RECOMMENDS
A VOTE FOR
FIFTH AMENDMENT OF MEMORANDUM
OTHER MATTERS
Our Board is not aware of
any business to come before the Annual General Meeting other than those matters described above in this Proxy Statement. However, if any
other matters should properly come before the Annual General Meeting, it is intended that proxies in the accompanying form will be voted
in accordance with the judgment of the person or persons voting the proxies.
By Order of the Board of Directors
|
/s/ Stewart Lor |
August 4, 2023 |
Stewart Lor |
|
Chief Executive Officer and Director |
Appendix A
The Companies Law (Revised)
Company Limited by
Shares
FIFTH AMENDED AND RESTATED
MEMORANDUM AND ARTICLES OF ASSOCIATION
OF
POWERBRIDGE TECHNOLOGIES CO., LTD.
(adopted by a Special
Resolution passed at an extraordinary general meeting of the members
of the Company dated August , 2023)
THE COMPANIES LAW (REVISED)
EXEMPTED COMPANY LIMITED BY SHARES
FIFTH AMENDED AND RESTATED
MEMORANDUM OF ASSOCIATION
OF
POWERBRIDGE TECHNOLOGIES CO., LTD
(adopted by a Special
Resolution passed at an extraordinary general meeting of the members of the
Company dated August , 2023)
| 1. | The name of the Company is Powerbridge Technologies Co.,
Ltd. |
| 2. | The Registered Office of the Company shall be at the offices
of Sertus Incorporations (Cayman) Limited, Sertus Chambers, Governors Square, Suite #5-204, 23 Lime Tree Bay Avenue, P.O. Box
2547, Grand Cayman, KY1-1104, Cayman Islands. |
| 3. | Subject to the following provisions of this Memorandum,
the objects for which the Company is established are unrestricted. |
| 4. | Subject to the following provisions of this Memorandum,
the Company shall have and be capable of exercising all the functions of a natural person of full capacity irrespective of any
question of corporate benefit, as provided by Section 27(2) of the Companies Law. |
| 5. | Nothing in this Memorandum shall permit the Company to
carry on a business for which a licence is required under the laws of the Cayman Islands unless duly licensed. |
| 6. | The Company shall not trade in the Cayman Islands with
any person, firm or corporation except in furtherance of the business of the Company carried on outside the Cayman Islands; provided
that nothing in this clause shall be construed as to prevent the Company effecting and concluding contracts in the Cayman Islands,
and exercising in the Cayman Islands all of its powers necessary for the carrying on of its business outside the Cayman Islands. |
| 7. | The liability of each member is limited to the amount from
time to time unpaid on such member’s shares. |
8. |
The share capital of the Company is US$200,000,000 divided into 500,000,000
shares of a par value of US$0.40 each, 498,000,000 of which are designated Class A ordinary shares and 2,000,000 of which are
designated Class B ordinary shares, with the power for the Company, insofar as is permitted by law, to redeem or purchase
any of its shares and to increase or reduce the said share capital subject to the provisions of the Companies Law (Revised) and the Articles
of Association of the Company and to issue any part of its capital, whether original, redeemed or increased, with or without any preference,
priority or special privilege or subject to any postponement of rights or to any conditions or restrictions; and so that, unless the conditions
of issue shall otherwise expressly declare, every issue of shares, whether declared to be preference or otherwise, shall be subject to
the power hereinbefore contained. |
| 9. | The Company may exercise the power contained in the Companies
Law to deregister in the Cayman Islands and be registered by way of continuation in another jurisdiction. |
THE COMPANIES LAW (REVISED)
EXEMPTED COMPANY LIMITED BY SHARES
FIFTH AMENDED AND RESTATED
ARTICLES OF ASSOCIATION
OF
POWERBRIDGE TECHNOLOGIES CO., LTD.
(adopted by an Ordinary Resolution passed on
a General Shareholder Meeting dated August , 2023)
TABLE A
1. The regulations in Table A in the Schedule to the Companies
Law (Revised) do not apply to the Company.
INTERPRETATION
2. (1)
In these Articles, unless the context otherwise requires, the words standing in the first column of the following table shall bear
the meaning set opposite them respectively in the second column.
WORD |
|
MEANING |
|
|
|
“Audit Committee” |
|
the audit committee of the Company formed by the Board pursuant to Article 100) hereof, or any successor audit committee. |
|
|
|
“Auditor” |
|
the independent auditor of the Company which shall be an
internationally recognized firm of independent accountants. |
|
|
|
“Articles” |
|
these Articles in their present form or as supplemented or amended or substituted from time to time. |
|
|
|
“Board” or “Directors” |
|
the board of directors of the Company or the directors present at a meeting of directors of the Company at which a quorum is present. |
|
|
|
“capital” |
|
the share capital from time to time of the Company. |
|
|
|
Class A ordinary shares |
|
means the class A ordinary shares of S$0.40 par value per share in the capital of the Company having the rights attaching to it as set out in this Revised M&A. |
|
|
|
Class B ordinary shares |
|
means the class B ordinary shares of S$0.40 par value per share in the capital of the Company having the rights attaching to it as set out in this Revised M&A. |
|
|
|
“class I directors” |
|
has the meaning ascribed to it in Article 65(2) |
|
|
|
“class II directors” |
|
has the meaning ascribed to it in Article 65(2) |
“clear days” |
|
in relation to the period of a notice, that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect. |
|
|
|
“clearing house” |
|
a clearing house recognised by the laws of the jurisdiction in which the shares of the Company (or depositary receipts therefor) are listed or quoted on a stock exchange or interdealer quotation system in such jurisdiction. |
|
|
|
“Company” |
|
Powerbridge Technologies Co., Ltd. |
|
|
|
“Compensation Committee” |
|
the compensation committee of the Company formed by the Board pursuant to Article 100 hereof, or any successor audit committee. |
|
|
|
“competent regulatory authority” |
|
a competent regulatory authority in the territory where the shares of the Company (or depositary receipts therefor) are listed or quoted on a stock exchange or interdealer quotation system in such territory. |
|
|
|
“debenture” and “debenture holder” |
|
include debenture stock and debenture stockholder respectively. |
|
|
|
“Designated Stock “Exchange” |
|
the NASDAQ Stock Market. |
|
|
|
“dollars” and “$” |
|
dollars, the legal currency of the United States of America. |
|
|
|
“Exchange Act” |
|
the United States Securities Exchange Act of 1934, as amended. |
|
|
|
“Electronic” |
|
as that term defined in the Electronic Transactions Law (Revised). |
|
|
|
“Electronic Record” |
|
as that term defined in the Electronic Transactions Law (Revised). |
|
|
|
“Electronic Signature” |
|
as that term defined in the Electronic Transactions Law (Revised). |
|
|
|
“FINRA” |
|
Financial Industry Regulatory Authority. |
|
|
|
“FINRA Rules” |
|
the rules set forth by FINRA. |
“head office” |
|
such office of the Company as the Directors may from time to time determine to be the principal office of the Company. |
|
|
|
“Law” |
|
The Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands. |
|
|
|
“Member” |
|
a duly registered holder from time to time of the shares in the capital of the Company. |
|
|
|
“month” |
|
a calendar month. |
|
|
|
“Nomination Committee” |
|
the nomination committee of the Company formed by the Board pursuant to Article 100 hereof, or any successor audit committee. |
|
|
|
“Notice” |
|
written notice unless otherwise specifically stated and as further defined in these Articles. |
|
|
|
“Office” |
|
the registered office of the Company for the time being. |
|
|
|
“ordinary resolution” |
|
a resolution shall be an ordinary resolution when it has been passed by a simple majority of votes cast by such Members as, being entitled so to do, vote in person or, in the case of any Member being a corporation, by its duly authorised representative or, where proxies are allowed, by proxy at a general meeting duly called and held in accordance with these Articles or by a written resolution passed by the written consent of a simple majority of the Members entitled to vote in accordance with these Articles. |
|
|
|
“paid up” |
|
paid up or credited as paid up. |
|
|
|
“Register” |
|
the principal register and where applicable, any branch register of Members of the Company to be maintained at such place within or outside the Cayman Islands as the Board shall determine from time to time. |
|
|
|
“Registration Office” |
|
in respect of any class of share capital such place as the Board may from time to time determine to keep a branch register of Members in respect of that class of share capital and where (except in cases where the Board otherwise directs) the transfers or other documents of title for such class of share capital are to be lodged for registration and are to be registered. |
“SEC” |
|
the United States Securities and Exchange Commission. |
|
|
|
“Seal” |
|
common seal or any one or more duplicate seals of the Company (including a securities seal) for use in the Cayman Islands or in any place outside the Cayman Islands. |
|
|
|
“Secretary” |
|
any person, firm or corporation appointed by the Board to perform any of the duties of secretary of the Company and includes any assistant, deputy, temporary or acting secretary. |
|
|
|
“shares” |
|
The Class A ordinary shares and the Class B ordinary shares of the
Company, par value of US$0.40 per share, and a “share” means any of them. |
|
|
|
“special resolution” |
|
a resolution shall be a special resolution when it has been passed by a majority of not less than two-thirds of votes cast by such Members as, being entitled so to do, vote in person or, in the case of such Members as are corporations, by their respective duly authorised representative or, where proxies are allowed, by proxy at a general meeting duly called and held in accordance with these Articles or by a written resolution passed by the unanimous consent of all Members entitled to vote in accordance with these Articles. |
|
|
|
“Statutes” |
|
the Law and every other law of the Legislature of the Cayman Islands for the time being in force applying to or affecting the Company, its Memorandum of Association and/or these Articles. |
|
|
|
“year” |
|
a calendar year. |
| (2) | In these Articles, unless there is something within
the subject or context inconsistent with such construction: |
| (a) | words importing the singular include the plural and
vice versa; |
| (b) | words importing a gender include both gender and the neuter; |
| (c) | words importing persons include companies, associations
and bodies of persons whether corporate or not; |
| (i) | “may” shall be construed as permissive; |
| (ii) | “shall” or “will” shall be construed
as imperative; |
| (e) | expressions referring to writing shall, unless the contrary intention appears, be construed as
including printing, lithography, photography and other modes of representing words or figures in a visible form, and including
where the representation takes the form of electronic display, provided that both the mode of service of the relevant document
or notice and the Member’s election comply with all applicable Statutes, rules and regulations; |
| (f) | references to any law, ordinance, statute or statutory provision shall be interpreted as relating
to any statutory modification or re-enactment thereof for the time being in force; |
| (g) | save as aforesaid words and expressions defined in the Statutes shall bear the same meanings in
these Articles if not inconsistent with the subject in the context; |
| (h) | references to a document being executed include references to it being executed under hand or under
seal or by Electronic Signature or by any other method and references to a notice or document include a notice or document recorded
or stored in any digital, electronic, electrical, magnetic or other retrievable form or medium and information in visible form
whether having physical substance or not. |
SHARE CAPITAL
3. (1) The share capital of the Company at the
date on which these Articles come into effect shall be divided into shares of a par value of US$0.40 each.
(2) Subject to the
Law, the Company’s Memorandum and Articles of Association and, where applicable, the rules of the Designated Stock Exchange
and/or any competent regulatory authority, the Company shall have the power to purchase or otherwise acquire its own shares and
such power shall be exercisable by the Board in such manner, upon such terms and subject to such conditions as it in its absolute
discretion thinks fit and any determination by the Board of the manner of purchase shall be deemed authorised by these Articles
for purposes of the Law.
(3) No share shall
be issued to bearer.
ALTERATION OF CAPITAL
4. The Company may from time to time by
ordinary resolution in accordance with the Law alter the conditions of its Memorandum of Association to:
| (a) | increase its capital by such sum, to be divided into shares of such amounts, as the resolution
shall prescribe; |
| (b) | consolidate and divide all or any of its capital into shares of larger amount than its existing
shares; |
| (c) | without prejudice to the powers of the Board under Article 12, divide its shares into several classes
and without prejudice to any special rights previously conferred on the holders of existing shares attach thereto respectively
any preferential, deferred, qualified or special rights, privileges, conditions or such restrictions which in the absence of any
such determination by the Company in general meeting, as the Directors may determine provided always that, for the avoidance of
doubt, where a class of shares has been authorized by the Company no resolution of the Company in general meeting is required for
the issuance of shares of that class and the Directors may issue shares of that class and determine such rights, privileges, conditions
or restrictions attaching thereto as aforesaid, and further provided that where the Company issues shares which do not carry voting
rights, the words “non-voting” shall appear in the designation of such shares and where the equity capital includes
shares with different voting rights, the designation of each class of shares, other than those with the most favourable voting
rights, must include the words “restricted voting” or “limited voting”; |
| (d) | sub-divide its shares, or any of them, into shares of smaller amount than is fixed by the Company’s
Memorandum of Association (subject, nevertheless, to the Law), and may by such resolution determine that, as between the holders
of the shares resulting from such sub-division, one or more of the shares may have any such preferred, deferred or other rights
or be subject to any such restrictions as compared with the other or others as the Company has power to attach to unissued or new
shares; and |
| (e) | cancel any shares which, at the date of the passing of the resolution, have not been taken, or
agreed to be taken, by any person, and diminish the amount of its capital by the amount of the shares so cancelled or, in the case
of shares, without par value, diminish the number of shares into which its capital is divided. |
5. The Board may settle as it considers
expedient any difficulty which arises in relation to any consolidation and division under the last preceding Article and in particular
but without prejudice to the generality of the foregoing may issue certificates in respect of fractions of shares or arrange for
the sale of the shares representing fractions and the distribution of the net proceeds of sale (after deduction of the expenses
of such sale) in due proportion amongst the Members who would have been entitled to the fractions, and for this purpose the Board
may authorise some person to transfer the shares representing fractions to their purchaser or resolve that such net proceeds be
paid to the Company for the Company’s benefit. Such purchaser will not be bound to see to the application of the purchase
money nor will his title to the shares be affected by any irregularity or invalidity in the proceedings relating to the sale.
6. The Company may from time to time by
special resolution, subject to any confirmation or consent required by the Law, reduce its share capital or any capital redemption
reserve or other undistributable reserve in any manner permitted by law.
7. Except so far as otherwise provided
by the conditions of issue, or by these Articles, any capital raised by the creation of new shares shall be treated as if it formed
part of the original capital of the Company, and such shares shall be subject to the provisions contained in these Articles.
CONVERSION OF SHARES
7A. |
|
Conversion of Class B ordinary shares. |
|
(a) |
Voluntary Conversion. Each Class B ordinary share shall be convertible into one Class A Ordinary Share at the option of the holder thereof at any time upon written notice to the Company. |
|
(b) |
Automatic Conversion. Each Class B ordinary share shall automatically and immediately, without any further action from the holder thereof, convert into one Class A ordinary share upon (i) any sale, transfer, assignment or disposition of any Class B ordinary shares by a holder thereof to a person or an entity which is not an affiliate of such holder, or (ii) a change of beneficial ownership of any Class B ordinary shares as a result of which any person who is not an affiliate of registered holders of such Class B ordinary shares becomes a beneficial owner of such Class B ordinary shares, each of such Class B ordinary shares will be automatically and immediately converted into one Class A ordinary share. |
|
|
|
|
(c) |
Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. |
For the purposes
of this Article 7A, the term “Transfer” shall mean any direct or indirect sale, assignment, transfer, conveyance, mortgage,
charge, hypothecation or other transfer or disposition of a Class B ordinary share, or any legal or beneficial interest in such Class B
ordinary share, whether or not for value and whether voluntary or involuntary or by operation of law.
SHARE RIGHTS
8. Subject to the provisions of the Law,
the rules of the Designated Stock Exchange and the Company’s Memorandum and Articles of Association and to any special rights
conferred on the holders of any shares or class of shares, and without prejudice to Article 12 hereof, any share in the Company
(whether forming part of the present capital or not) may be issued with or have attached thereto such rights or restrictions whether
in regard to dividend, voting, return of capital or otherwise as the Board may determine, including without limitation on terms
that they may be, or at the option of the Company or the holder are, liable to be redeemed on such terms and in such manner, including
out of capital, as the Board may deem fit.
9. Subject to the Law, any preferred shares
may be issued or converted into shares that, at a determinable date or at the option of the Company or the holder, are liable to
be redeemed on such terms and in such manner as the Company before the issue or conversion may by ordinary resolution of the Members
determine. Where the Company purchases for redemption a redeemable share, purchases not made through the market or by tender shall
be limited to a maximum price as may from time to time be determined by the Board, either generally or with regard to specific
purchases. If purchases are by tender, tenders shall comply with applicable laws.
VARIATION OF RIGHTS
10. Subject to the Law and without prejudice
to Article 8, all or any of the special rights for the time being attached to the shares or any class of shares may, unless otherwise
provided by the terms of issue of the shares of that class, from time to time (whether or not the Company is being wound up) be
varied, modified or abrogated with the sanction of a special resolution passed at a separate general meeting of the holders of
the shares of that class. To every such separate general meeting all the provisions of these Articles relating to general meetings
of the Company shall, mutatis mutandis, apply, but so that:
| (a) | the necessary quorum (whether at a separate general meeting or at its adjourned meeting) shall
be a person or persons or (in the case of a Member being a corporation) its duly authorized representative together holding or
representing by proxy not less than one-third in nominal value of the issued voting shares of that class; |
| (b) | every holder of shares of the class shall be entitled on a poll to one (1) vote for every Class A
ordinary share and thirty (30) votes for every Class B ordinary share held by him; and |
| (c) | any holder of shares of the class present in person or by proxy or authorised representative may
demand a poll. |
11. The special rights conferred upon the
holders of any shares or class of shares shall not, unless otherwise expressly provided in the rights attaching to or the terms
of issue of such shares, be deemed to be varied, modified or abrogated by the creation or issue of further shares ranking pari
passu therewith.
SHARES
12. (1) Subject to the Law, these Articles
and, where applicable, the rules of the Designated Stock Exchange and without prejudice to any special rights or restrictions for
the time being attached to any shares or any class of shares, the unissued shares of the Company (whether forming part of the original
or any increased capital) shall be at the disposal of the Board, which may offer, allot, grant options over or otherwise dispose
of them to such persons, at such times and for such consideration and upon such terms and conditions as the Board may in its absolute
discretion determine but so that no shares shall be issued at a discount. In particular and without prejudice to the generality
of the foregoing, the Board is hereby empowered to authorize by resolution or resolutions from time to time the issuance of one
or more classes or series of preferred shares and to fix the designations, powers, preferences and relative, participating, optional
and other rights, if any, and the qualifications, limitations and restrictions thereof, if any, including, without limitation,
the number of shares constituting each such class or series, dividend rights, conversion rights, redemption privileges, voting
powers, full or limited or no voting powers, and liquidation preferences, and to increase or decrease the size of any such class
or series (but not below the number of shares of any class or series of preferred shares then outstanding) to the extent permitted
by Law. Without limiting the generality of the foregoing, the resolution or resolutions providing for the establishment of any
class or series of preferred shares may, to the extent permitted by law, provide that such class or series shall be superior to,
rank equally with or be junior to the preferred shares of any other class or series.
(2) Neither the Company nor the Board shall
be obliged, when making or granting any allotment of, offer of, option over or disposal of shares, to make, or make available,
any such allotment, offer, option or shares to Members or others with registered addresses in any particular territory or territories
being a territory or territories where, in the absence of a registration statement or other special formalities, this would or
might, in the opinion of the Board, be unlawful or impracticable. Members affected as a result of the foregoing sentence shall
not be, or be deemed to be, a separate class of members for any purpose whatsoever.
(3) The Board may issue options, warrants
or convertible securities or securities of similar nature conferring the right upon the holders thereof to subscribe for, purchase
or receive any class of shares or securities in the capital of the Company on such terms as it may from time to time determine.
13. The Company may in connection with
the issue of any shares exercise all powers of paying commission and brokerage conferred or permitted by the Law. Subject to the
Law, the commission may be satisfied by the payment of cash or by the allotment of fully or partly paid shares or partly in one
and partly in the other.
14. Except as required by law, no person
shall be recognised by the Company as holding any share upon any trust and the Company shall not be bound by or required in any
way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any share or any fractional
part of a share or (except only as otherwise provided by these Articles or by law) any other rights in respect of any share except
an absolute right to the entirety thereof in the registered holder.
15. Subject to the Law and these Articles,
the Board may at any time after the allotment of shares but before any person has been entered in the Register as the holder, recognise
a renunciation thereof by the allottee in favour of some other person and may accord to any allottee of a share a right to effect
such renunciation upon and subject to such terms and conditions as the Board considers fit to impose.
SHARE CERTIFICATES
16. Every share certificate shall be issued
under the Seal or a facsimile thereof or with the Seal printed thereon and shall specify the number and class and distinguishing
numbers (if any) of the shares to which it relates, and the amount paid up thereon and may otherwise be in such form as the Directors
may from time to time determine. No certificate shall be issued representing shares of more than one class. The Board may by resolution
determine, either generally or in any particular case or cases, that any signatures on any such certificates (or certificates in
respect of other securities) need not be autographic but may be affixed to such certificates by some mechanical means or may be
printed thereon.
17. (1) In the case of a share held jointly
by several persons, the Company shall not be bound to issue more than one certificate therefor and delivery of a certificate to
one of several joint holders shall be sufficient delivery to all such holders.
(2) Where a share stands
in the names of two or more persons, the person first named in the Register shall as regards service of notices and, subject to
the provisions of these Articles, all or any other matters connected with the Company, except the transfer of the shares, be deemed
the sole holder thereof.
18. Every person whose name is entered,
upon an allotment of shares, as a Member in the Register shall be entitled, upon payment of such fee as the Directors may from
time to time determine, to receive one certificate for all such shares of any one class or several certificates each for one or
more of such shares of such class upon payment for every certificate of such fee as the Directors may from time to time determine.
19. Where applicable, share certificates
shall be issued within the relevant time limit as prescribed by the Law or as the Designated Stock Exchange may from time to time
determine, whichever is the shorter, after allotment or, except in the case of a transfer which the Company is for the time being
entitled to refuse to register and does not register, after lodgment of a transfer with the Company.
20. Upon every transfer of shares the certificate
(if any) held by the transferor shall be given up to be cancelled, and shall forthwith be cancelled accordingly, and, subject to
Article 18, a new certificate shall be issued to the transferee in respect of the shares transferred to him. If any of the shares
included in the certificate so given up shall be retained by the transferor a new certificate for the balance shall be issued to
him at the aforesaid fee payable by the transferor to the Company in respect thereof.
21. If a share certificate shall be damaged
or defaced or alleged to have been lost, stolen or destroyed a new certificate representing the same shares may be issued to the
relevant Member upon request and on payment of such fee as the Company may determine and, subject to compliance with such terms
(if any) as to evidence and indemnity and to payment of the costs and reasonable out-of-pocket expenses of the Company in investigating
such evidence and preparing such indemnity as the Board may think fit and, in case of damage or defacement, on delivery of the
old certificate to the Company provided always that where share warrants have been issued, no new share warrant shall be issued
to replace one that has been lost unless the Board has determined that the original has been destroyed.
REGISTER OF MEMBERS
22. (1) The Company shall keep in one or
more books a Register of its Members and shall enter therein the following particulars, that is to say:
| (a) | the name and address of each Member, the number and class of shares held by him and the amount
paid or agreed to be considered as paid on such shares; |
| (b) | the date on which each person was entered in the Register; and |
| (c) | the date on which any person ceased to be a Member. |
(2) The Company may
keep an overseas or local or other branch register of Members resident in any place, and the Board may make and vary such regulations
as it determines in respect of the keeping of any such register and maintaining a Registration Office in connection therewith.
23. The Register and branch register of
Members, as the case may be, shall be open to inspection for such times and on such days as the Board shall determine by Members
without charge or by any other person, upon a maximum payment of $2.50 or such other sum specified by the Board, at the Office
or Registration Office or such other place at which the Register is kept in accordance with the Law. The Register including any
overseas or local or other branch register of Members may, subject to compliance with any notice requirement of the Designated
Stock Exchange, be closed at such times or for such periods not exceeding in the whole thirty (30) days in each year as the Board
may determine and either generally or in respect of any class of shares.
RECORD DATES
24. For the purpose of determining the
Members entitled to notice of or to vote at any general meeting, or any adjournment thereof, or entitled to express consent to
corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment
of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of shares or for the purpose
of any other lawful action, the Board may fix, in advance, a date as the record date for any such determination of Members, which
date shall not be more than sixty (60) days nor less than ten (10) days before the date of such meeting, nor more than sixty (60)
days prior to any other such action.
If the Board does not
fix a record date for any general meeting, the record date for determining the Members entitled to a notice of or to vote at such
meeting shall be at the close of business on the day next preceding the day on which notice is given, or, if in accordance with
these Articles notice is waived, at the close of business on the day next preceding the day on which the meeting is held. If corporate
action without a general meeting is to be taken, the record date for determining the Members entitled to express consent to such
corporate action in writing, when no prior action by the Board is necessary, shall be the first date on which a signed written
consent setting forth the action taken or proposed to be taken is delivered to the Company by delivery to its head office. The
record date for determining the Members for any other purpose shall be at the close of business on the day on which the Board adopts
the resolution relating thereto.
A determination of the
Members of record entitled to notice of or to vote at a meeting of the Members shall apply to any adjournment of the meeting; provided,
however, that the Board may fix a new record date for the adjourned meeting.
TRANSFER OF SHARES
25. Subject to these Articles and the requirements
of the Designated Stock Exchange, any Member may transfer all or any of his shares by an instrument of transfer in the usual or
common form or in a form prescribed by the Designated Stock Exchange or in any other form approved by the Board and may be under
hand or, if the transferor or transferee is a clearing house or a central depository house or its nominee(s), by hand or by machine
imprinted signature or by Electronic Signature or by such other manner of execution as the Board may approve from time to time.
26. The instrument of transfer shall be
executed by or on behalf of the transferor and the transferee provided that the Board may dispense with the execution of the instrument
of transfer by the transferee in any case which it thinks fit in its discretion to do so. Without prejudice to the last preceding
Article, the Board may also resolve, either generally or in any particular case, upon request by either the transferor or transferee,
to accept mechanically executed transfers. The transferor shall be deemed to remain the holder of the share until the name of the
transferee is entered in the Register in respect thereof. Nothing in these Articles shall preclude the Board from recognising a
renunciation of the allotment or provisional allotment of any share by the allottee in favour of some other person.
27. (1) The Board may, in its absolute
discretion, and without giving any reason therefor, refuse to register a transfer of any share made in accordance with Article
46 but only where such share is not a fully paid up share (and being transferred to a person of whom it does not approve), or any
share issued under any share incentive scheme for employees or pursuant to any other agreement, contract or other such arrangement,
upon which a restriction on transfer imposed thereby still subsists, and it may also, without prejudice to the foregoing generality,
refuse to register a transfer of any share to more than four joint holders.
(2) The Board in so far as permitted by
any applicable law may, in its absolute discretion, at any time and from time to time transfer any share upon the Register to any
branch register or any share on any branch register to the Register or any other branch register. In the event of any such transfer,
the shareholder requesting such transfer shall bear the cost of effecting the transfer unless the Board otherwise determines.
(3) Unless the Board otherwise agrees (which
agreement may be on such terms and subject to such conditions as the Board in its absolute discretion may from time to time determine,
and which agreement the Board shall, without giving any reason therefore, be entitled in its absolute discretion to give or withhold),
no shares upon the Register shall be transferred to any branch register nor shall shares on any branch register be transferred
to the Register or any other branch register and all transfers and other documents of title shall be lodged for registration, and
registered, in the case of any shares on a branch register, at the relevant Registration Office, and, in the case of any shares
on the Register, at the Office or such other place at which the Register is kept in accordance with the Law.
28. Without limiting the generality of
the last preceding Article, the Board may decline to recognise any instrument of transfer unless:-
| (a) | a fee of such maximum sum as the Designated Stock Exchange may determine to be payable or such
lesser sum as the Board may from time to time require is paid to the Company in respect thereof; |
| (b) | the instrument of transfer is in respect of only one class of share; |
| (c) | the instrument of transfer is lodged at the Office or such other place at which the Register is
kept in accordance with the Law or the Registration Office (as the case may be) accompanied by the relevant share certificate(s)
and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer (and, if the
instrument of transfer is executed by some other person on his behalf, the authority of that person so to do); and |
| (d) | if applicable, the instrument of transfer is duly and properly stamped. |
29. If the Board refuses to register a
transfer of any share, it shall, within three months after the date on which the transfer was lodged with the Company, send to
each of the transferor and transferee notice of the refusal.
30. The registration of transfers of shares
or of any class of shares may, subject to compliance with any notice requirement of the Designated Stock Exchange, be suspended
at such times and for such periods (not exceeding in the whole thirty (30) days in any year) as the Board may determine.
TRANSMISSION OF SHARES
31. If a Member dies, the survivor
or survivors where the deceased was a joint holder, and his legal personal representatives where he was a sole or only surviving
holder, will be the only persons recognised by the Company as having any title to his interest in the shares; but nothing in this
Article will release the estate of a deceased Member (whether sole or joint) from any liability in respect of any share which had
been solely or jointly held by him.
32. Any person becoming entitled
to a share in consequence of the death or bankruptcy or winding-up of a Member may, upon such evidence as to his title being produced
as may be required by the Board, elect either to become the holder of the share or to have some person nominated by him registered
as the transferee thereof. If he elects to become the holder he shall notify the Company in writing either at the Registration
Office or Office, as the case may be, to that effect. If he elects to have another person registered he shall execute a transfer
of the share in favour of that person. The provisions of these Articles relating to the transfer and registration of transfers
of shares shall apply to such notice or transfer as aforesaid as if the death or bankruptcy of the Member had not occurred and
the notice or transfer were a transfer signed by such Member.
33. A person becoming entitled
to a share by reason of the death or bankruptcy or winding-up of a Member shall be entitled to the same dividends and other advantages
to which he would be entitled if he were the registered holder of the share. However, the Board may, if it thinks fit, withhold
the payment of any dividend payable or other advantages in respect of such share until such person shall become the registered
holder of the share or shall have effectually transferred such share, but, subject to the requirements of Article 75(2) being met,
such a person may vote at meetings.
UNTRACEABLE MEMBERS
34. (1)
Without prejudice to the rights of the Company under paragraph (2) of this Article, the Company may cease sending cheques for dividend
entitlements or dividend warrants by post if such cheques or warrants have been left uncashed on two consecutive occasions. However,
the Company may exercise the power to cease sending cheques for dividend entitlements or dividend warrants after the first occasion
on which such a cheque or warrant is returned undelivered.
(2) The
Company shall have the power to sell, in such manner as the Board thinks fit, any shares of a Member who is untraceable, but no
such sale shall be made unless:
| (a) | all cheques or warrants in respect of dividends of the shares in question,
being not less than three in total number, for any sum payable in cash to the holder of such shares in respect of them sent during
the relevant period in the manner authorised by the Articles have remained uncashed; |
| (b) | so far as it is aware at the end of the relevant period, the Company has
not at any time during the relevant period received any indication of the existence of the Member who is the holder of such shares
or of a person entitled to such shares by death, bankruptcy or operation of law; and |
| (c) | the Company, if so required by the rules governing the listing of shares
on the Designated Stock Exchange, has given notice to, and caused advertisement in newspapers to be made in accordance with the
requirements of, the Designated Stock Exchange of its intention to sell such shares in the manner required by the Designated Stock
Exchange, and a period of three (3) months or such shorter period as may be allowed by the Designated Stock Exchange has elapsed
since the date of such advertisement. |
For the purpose
of the foregoing, the “relevant period” means the period commencing twelve (12) years before the date of publication
of the advertisement referred to in paragraph (c) of this Article and ending at the expiry of the period referred to in that paragraph.
(3) To
give effect to any such sale the Board may authorise some person to transfer the said shares and an instrument of transfer signed
or otherwise executed by or on behalf of such person shall be as effective as if it had been executed by the registered holder
or the person entitled by transmission to such shares, and the purchaser shall not be bound to see to the application of the purchase
money nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings relating to the sale.
The net proceeds of the sale will belong to the Company and upon receipt by the Company of such net proceeds it shall become indebted
to the former Member for an amount equal to such net proceeds. No trust shall be created in respect of such debt and no interest
shall be payable in respect of it and the Company shall not be required to account for any money earned from the net proceeds which
may be employed in the business of the Company or as it thinks fit. Any sale under this Article shall be valid and effective notwithstanding
that the Member holding the shares sold is dead, bankrupt or otherwise under any legal disability or incapacity.
GENERAL MEETINGS
35. An annual general meeting
of the Company shall be held in each year other than the year in which these Articles were adopted at such time and place as may
be determined by the Board.
36. Each general meeting, other
than an annual general meeting, shall be called an extraordinary general meeting. Extraordinary general meetings may be held at
such times and in any location in the world as may be determined by the Board.
37. (1)
Only a majority of the Board may call extraordinary general meetings, which extraordinary general meetings shall be held at such
times and locations (as permitted hereby) as such person or persons shall determine.
(2) The
Board shall, on the requisition of Members holding at the date of the deposit of the requisition not less than one-tenth of such
of the paid-up share capital of the Company as at the date of the deposit carries the right to vote at general meetings, forthwith
proceed to convene an extraordinary general meeting. To be effective the requisition shall state the objects of the meeting, shall
be in writing, signed by the requisitionists, and shall be deposited at the registered office. The requisition may consist of several
documents in like form each signed by one or more requisitionists.
(3) If
the Board does not, within twenty-one days from the date of the requisition, duly proceed to call an extraordinary general meeting,
the requisitionists, or any of them representing more than one half of the total voting rights of all of them, may themselves convene
an extraordinary general meeting; but any meeting so called shall not be held more than ninety days after the requisition. An extraordinary
general meeting called by requisitionists shall be called in the same manner, as nearly as possible, as that in which general meetings
are to be called by the Board.
NOTICE OF GENERAL MEETINGS
38. (1)
Any general meeting (whether an annual general meeting or an extraordinary general meeting) may be called by not less than ten
(10) clear days’ Notice, save that any such annual or extraordinary general meeting may be called by shorter notice, subject
to the Law, if it is so agreed:
| (a) | in the case of a meeting called as an annual general meeting, by all the Members entitled to
attend and vote thereat; and |
| (b) | in the case of any other meeting, by a majority in number of the Members having
the right to attend and vote at the meeting, being a majority together holding not less than ninety-five per cent. (95%) in nominal
value of the issued shares giving that right. |
(2) The
Notice shall specify the time and place of the meeting and, in the case of special business, the general nature of the business
to be conducted and further, in the case of any matter for which approval by special resolution shall be required, the intention
to propose such a special resolution. The Notice convening an annual general meeting shall specify the meeting as such. Notice
of every general meeting shall be given to all Members other than to such Members as, under the provisions of these Articles or
the terms of issue of the shares they hold, are not entitled to receive such notices from the Company, to all persons entitled
to a share in consequence of the death or bankruptcy or winding-up of a Member and to each of the Directors and the Auditors.
(3) A Member may
give notice to the Company of business proposed to be brought before an annual general meeting provided that such notice of
proposal of business must be delivered to, or mailed and received at the principal executive offices of the Company not less
than ninety (90) days and not more than one hundred and twenty (120) days prior to the one-year anniversary of the preceding
year’s annual general meeting; provided, however, that if the date of the annual general meeting is more
than thirty (30) days before or more than sixty (60) days after such anniversary date, such notice by the Member, to be
timely, must be so delivered, or so mailed and received, not later than the ninetieth (90th) day prior to such annual general
meeting or, if later, the tenth (10th) day following the day on which “public disclosure” of the date of such
meeting was first made by the Company (such notice within such time periods, “Timely Notice”). In no event
shall any adjournment or postponement of an annual general meeting, or the announcement thereof, commence a new time period
(or extend any time period) for the giving of Timely Notice as described above. For purposes of these Articles,
“public disclosure” shall mean disclosure in a press release reported by a national news service or in a
document publicly filed by the Company with the SEC pursuant to Sections 13, 14 or 15(d) of the Exchange Act or publicly
filed according to applicable law.
39. The accidental omission
to give Notice of a meeting or (in cases where instruments of proxy are sent out with the Notice) to send such instrument of proxy
to, or the non-receipt of such Notice or such instrument of proxy by, any person entitled to receive such Notice shall not invalidate
any resolution passed or the proceedings at that meeting.
PROCEEDINGS AT GENERAL MEETINGS
40. (1)
All business shall be deemed special that is transacted at an extraordinary general meeting, and also all business that is transacted
at an annual general meeting, with the exception of:
| (a) | the declaration and sanctioning of dividends; |
| (b) | consideration and adoption of the accounts and balance sheet and the reports
of the Directors and Auditors and other documents required to be annexed to the balance sheet; |
| (c) | the election of Directors; |
| (d) | appointment of Auditors (where special notice of the intention for such appointment is not required
by the Law) and other officers; and |
| (e) | the fixing of the remuneration of the Auditors, and the voting of remuneration or extra remuneration
to the Directors. |
(2) No
business other than the appointment of a chairman of a meeting shall be transacted at any general meeting unless a quorum is present
at the commencement of the business. At any general meeting of the Company, two (2) Members entitled to vote and present in person
or by proxy or (in the case of a Member being a corporation) by its duly authorised representative representing not less than one-third
in nominal value of the total issued voting shares in the Company throughout the meeting shall form a quorum for all purposes.
41. If within thirty (30)
minutes (or such longer time not exceeding one hour as the chairman of the meeting may determine to wait) after the time
appointed for the meeting a quorum is not present, the meeting shall stand adjourned to the same day in the next week at the
same time and place or to such time and place as the Board may determine. If at such adjourned meeting a quorum is not
present within half an hour from the time appointed for holding the meeting, the meeting shall be dissolved.
42. The chairman of the Board
shall preside as chairman at every general meeting. If at any meeting the chairman is not present within fifteen (15) minutes after
the time appointed for holding the meeting, or is not willing to act as chairman, the Directors present shall choose one of their
number to act, or if one Director only is present he shall preside as chairman if willing to act. If no Director is present, or
if each of the Directors present declines to take the chair, or if the chairman chosen shall retire from the chair, the Members
present in person or (in the case of a Member being a corporation) by its duly authorised representative or by proxy and entitled
to vote shall elect one of their number to be chairman.
43. The chairman may adjourn
the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than
the business which might lawfully have been transacted at the meeting had the adjournment not taken place. When a meeting is adjourned
for fourteen (14) days or more, at least seven (7) clear days’ notice of the adjourned meeting shall be given specifying
the time and place of the adjourned meeting but it shall not be necessary to specify in such notice the nature of the business
to be transacted at the adjourned meeting and the general nature of the business to be transacted. Save as aforesaid, it shall
be unnecessary to give notice of an adjournment.
44. If an amendment is proposed
to any resolution under consideration but is in good faith ruled out of order by the chairman of the meeting, the proceedings on
the substantive resolution shall not be invalidated by any error in such ruling. In the case of a resolution duly proposed as a
special resolution, no amendment thereto (other than a mere clerical amendment to correct a patent error) may in any event be considered
or voted upon.
VOTING
44A. Except as otherwise required by law or as
set forth herein, the holder of each Class B ordinary share issued and outstanding shall have thirty (30) votes for each Class B ordinary
share held by such holder, the holder of each Class A ordinary share issued and outstanding shall have one (1) vote for each Class A ordinary
share held by such holder, or, if no such record date is established, at the date such vote is taken or any written consent of Members
is solicited, such votes to be counted together with all other shares of the Company having general voting power and not counted separately
as a class. Holders of the Class A ordinary shares and Class B ordinary shares shall be entitled to notice of any Members’ meeting
in accordance with these Articles, and except as otherwise set forth in these Articles, shall vote together and not as separate classes.
Save and
except for voting rights and conversion rights as set out in Articles 7A and 44A, the Class A ordinary shares and the Class B ordinary
shares shall rank pari passu and shall have the same rights, preferences, privileges and restrictions.
45. Subject to any special
rights or restrictions as to voting for the time being attached to any shares by or in accordance with these Articles, at any
general meeting on a show of hands every Member present in person (or being a corporation, is present by a duly authorised
representative), or by proxy shall have one vote and on a poll every Member present in person or by proxy or, in the case of a
Member being a corporation, by its duly authorised representative shall have one (1) vote for each Class A ordinary share and thirty
(30) votes for each Class B ordinary share of which he is the holder but so that no amount paid up or credited as paid up on a share
in advance of calls or instalments is treated for the foregoing purposes as paid up on the share. Notwithstanding anything contained
in these Articles, where more than one proxy is appointed by a Member which is a clearing house or a central depository house (or
its nominee(s)), each such proxy shall have one vote on a show of hands. A resolution put to the vote of a meeting shall be decided
on a show of hands unless (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand
for a poll) a poll is demanded:
| (a) | by the chairman of such meeting; or |
| (b) | by at least three Members present in person or (in the case of a Member being
a corporation) by its duly authorised representative or by proxy for the time being entitled to vote at the meeting; or |
| (c) | by a Member or Members present in person or (in the case of a Member being
a corporation) by its duly authorised representative or by proxy and representing not less than one-tenth of the total voting rights
of all Members having the right to vote at the meeting; or |
| (d) | by a Member or Members present in person or (in the case of a Member being
a corporation) by its duly authorised representative or by proxy and holding shares in the Company conferring a right to vote at
the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on
all shares conferring that right; or |
| (e) | if required by the rules of the Designated Stock Exchange, by any Director
or Directors who, individually or collectively, hold proxies in respect of shares representing five per cent. (5%) or more of the
total voting rights at such meeting. |
A demand by
a person as proxy for a Member or in the case of a Member being a corporation by its duly authorised representative shall be deemed
to be the same as a demand by a Member.
46. Unless a poll is duly demanded
and the demand is not withdrawn, a declaration by the chairman that a resolution has been carried, or carried unanimously, or by
a particular majority, or not carried by a particular majority, or lost, and an entry to that effect made in the minute book of
the Company, shall be conclusive evidence of the facts without proof of the number or proportion of the votes recorded for or against
the resolution.
47. If a poll is duly demanded
the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. There shall be no requirement
for the chairman to disclose the voting figures on a poll.
48. A poll demanded on the election
of a chairman, or on a question of adjournment, shall be taken forthwith. A poll demanded on any other question shall be taken
in such manner (including the use of ballot or voting papers or tickets) and either forthwith or at such time (being not later
than thirty (30) days after the date of the demand) and place as the chairman directs. It shall not be necessary (unless the chairman
otherwise directs) for notice to be given of a poll not taken immediately.
49. The demand for a poll shall
not prevent the continuance of a meeting or the transaction of any business other than the question on which the poll has been
demanded, and, with the consent of the chairman, it may be withdrawn at any time before the close of the meeting or the taking
of the poll, whichever is the earlier.
50. On
a poll votes may be given either personally or by proxy.
51. A person entitled to more
than one vote on a poll need not use all his votes or cast all the votes he uses in the same way.
52. All questions submitted
to a meeting shall be decided by a simple majority of votes except where a greater majority is required by these Articles or by
the Law. In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of such meeting shall be entitled
to a second or casting vote in addition to any other vote he may have.
53. Where there are joint holders
of any share any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he were solely
entitled thereto, but if more than one of such joint holders be present at any meeting the vote of the senior holder who tenders
a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this
purpose seniority shall be determined by the order in which the names stand in the Register in respect of the joint holding. Several
executors or administrators of a deceased Member in whose name any share stands shall for the purposes of this Article be deemed
joint holders thereof.
54. (1)
A Member who is a patient for any purpose relating to mental health or in respect of whom an order has been made by any court having
jurisdiction for the protection or management of the affairs of persons incapable of managing their own affairs may vote, whether
on a show of hands or on a poll, by his receiver, committee, curator bonis or other person in the nature of a receiver,
committee or curator bonis appointed by such court, and such receiver, committee, curator bonis or other person may
vote on a poll by proxy, and may otherwise act and be treated as if he were the registered holder of such shares for the purposes
of general meetings, provided that such evidence as the Board may require of the authority of the person claiming to vote shall
have been deposited at the Office, head office or Registration Office, as appropriate, not less than forty-eight (48) hours before
the time appointed for holding the meeting, or adjourned meeting or poll, as the case may be.
(2) Any
person entitled under Article 53 to be registered as the holder of any shares may vote at any general meeting in respect thereof
in the same manner as if he were the registered holder of such shares, provided that forty-eight (48) hours at least before the
time of the holding of the meeting or adjourned meeting, as the case may be, at which he proposes to vote, he shall satisfy the
Board of his entitlement to such shares, or the Board shall have previously admitted his right to vote at such meeting in respect
thereof.
55. No Member shall, unless
the Board otherwise determines, be entitled to attend and vote and to be reckoned in a quorum at any general meeting unless he
is duly registered and all calls or other sums presently payable by him in respect of shares in the Company have been paid.
56. If:
| (a) | any objection shall be raised to the qualification of any voter; or |
| (b) | any votes have been counted which ought not to have been counted or which might have been rejected;
or |
| (c) | any votes are not counted which ought to have been counted; |
the objection
or error shall not vitiate the decision of the meeting or adjourned meeting on any resolution unless the same is raised or pointed
out at the meeting or, as the case may be, the adjourned meeting at which the vote objected to is given or tendered or at which
the error occurs. Any objection or error shall be referred to the chairman of the meeting and shall only vitiate the decision of
the meeting on any resolution if the chairman decides that the same may have affected the decision of the meeting. The decision
of the chairman on such matters shall be final and conclusive.
PROXIES
57. Any Member entitled to attend
and vote at a meeting of the Company shall be entitled to appoint another person as his proxy to attend and vote instead of him.
A Member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at a general
meeting of the Company or at a class meeting. A proxy need not be a Member. In addition, a proxy or proxies representing either
a Member who is an individual or a Member which is a corporation shall be entitled to exercise the same powers on behalf of the
Member which he or they represent as such Member could exercise.
58. The instrument appointing
a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor
is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same.
In the case of an instrument of proxy purporting to be signed on behalf of a corporation by an officer thereof it shall be assumed,
unless the contrary appears, that such officer was duly authorised to sign such instrument of proxy on behalf of the corporation
without further evidence of the facts.
59. The instrument
appointing a proxy and (if required by the Board) the power of attorney or other authority (if any) under which it is signed,
or a certified copy of such power or authority, shall be delivered to such place or one of such places (if any) as may be
specified for that purpose in or by way of note to or in any document accompanying the notice convening the meeting (or, if
no place is so specified at the Registration Office or the Office, as may be appropriate) not less than forty-eight (48)
hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the instrument
proposes to vote or, in the case of a poll taken subsequently to the date of a meeting or adjourned meeting, not less than
twenty-four (24) hours before the time appointed for the taking of the poll and in default the instrument of proxy shall not
be treated as valid. No instrument appointing a proxy shall be valid after the expiration of twelve (12) months from the date
named in it as the date of its execution, except at an adjourned meeting or on a poll demanded at a meeting or an adjourned
meeting in cases where the meeting was originally held within twelve (12) months from such date. Delivery of an instrument
appointing a proxy shall not preclude a Member from attending and voting in person at the meeting convened and in such event,
the instrument appointing a proxy shall be deemed to be revoked.
60. Instruments of proxy shall
be in any common form or in such other form as the Board may approve (provided that this shall not preclude the use of the two-way
form) and the Board may, if it thinks fit, send out with the notice of any meeting forms of instrument of proxy for use at the
meeting. The instrument of proxy shall be deemed to confer authority to demand or join in demanding a poll and to vote on any amendment
of a resolution put to the meeting for which it is given as the proxy thinks fit. The instrument of proxy shall, unless the contrary
is stated therein, be valid as well for any adjournment of the meeting as for the meeting to which it relates.
61. A vote given in accordance
with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal, or revocation
of the instrument of proxy or of the authority under which it was executed, provided that no intimation in writing of such death,
insanity or revocation shall have been received by the Company at the Office or the Registration Office (or such other place as
may be specified for the delivery of instruments of proxy in the notice convening the meeting or other document sent therewith)
two (2) hours at least before the commencement of the meeting or adjourned meeting, or the taking of the poll, at which the instrument
of proxy is used.
62. Anything which under these
Articles a Member may do by proxy he may likewise do by his duly appointed attorney and the provisions of these Articles relating
to proxies and instruments appointing proxies shall apply mutatis mutandis in relation to any such attorney and the instrument
under which such attorney is appointed.
CORPORATIONS ACTING BY REPRESENTATIVES
63. (1)
Any corporation which is a Member may by resolution of its directors or other governing body authorise such person as it thinks
fit to act as its representative at any meeting of the Company or at any meeting of any class of Members. The person so authorised
shall be entitled to exercise the same powers on behalf of such corporation as the corporation could exercise if it were an individual
Member and such corporation shall for the purposes of these Articles be deemed to be present in person at any such meeting if a
person so authorised is present thereat.
(2) If
a clearing house (or its nominee(s)) or a central depository, being a corporation, is a Member, it may authorise such persons as
it thinks fit to act as its representatives at any meeting of the Company or at any meeting of any class of Members provided that
the authorisation shall specify the number and class of shares in respect of which each such representative is so authorised. Each
person so authorised under the provisions of this Article shall be deemed to have been duly authorised without further evidence
of the facts and be entitled to exercise the same rights and powers on behalf of the clearing house or central depository (or its
nominee(s)) as if such person was the registered holder of the shares of the Company held by the clearing house or central depository
(or its nominee(s)) including the right to vote individually on a show of hands.
(3) Any
reference in these Articles to a duly authorised representative of a Member being a corporation shall mean a representative authorised
under the provisions of this Article.
ACTION BY WRITTEN RESOLUTIONS OF MEMBERS
64. (1)
Subject to these Articles, anything which may be done by resolution of the Company in general meeting or by resolution of a meeting
of any class of the Members may be done without a meeting by written resolution in accordance with this Article.
(2) A
written resolution is passed when it is signed by (or in the case of a Member that is a corporation, on behalf of) all the Members,
or all the Members of the relevant class thereof, entitled to vote thereon, or in the case of an Ordinary Resolution, the requisite
majority, and may be signed in as many counterparts as may be necessary.
(3) A
resolution in writing made in accordance with this Article is as valid as if it had been passed by the Company in general meeting
or by a meeting of the relevant class of Members, as the case may be, and any reference in any Article to a meeting at which a
resolution is passed or to Members voting in favour of a resolution shall be construed accordingly.
(4) A
resolution in writing made in accordance with this Article shall constitute minutes for the purposes of the Law.
(5) 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.
(6) For
the purposes of this Article, the date of the resolution is the date when the resolution is signed by (or in the case of a Member
that is a corporation, on behalf of) the last Member to sign and any reference in any Article to the date of passing of a resolution
is, in relation to a resolution made in accordance with this Article, a reference to such date.
BOARD OF DIRECTORS
65. (1)
Unless otherwise determined by the Company in general meeting, the number of Directors shall not be less than two (2). There shall
be no maximum number of Directors unless otherwise determined from time to time by the Members in general meeting. The Directors
shall be elected or appointed in the first place by the subscribers to the Memorandum of Association or by a majority of them and
thereafter in accordance with Article 65(3). At any one time, at least majority of the Board of Directors shall be Independent
Directors.
(2) Immediately
prior to the consummation of Company’s initial public offering, the Directors shall pass a Resolution of Directors
dividing themselves into two classes, being the class I directors (the “Class I Directors”) and the class II
directors (the “Class II Directors”). The number of Directors in each class shall be as nearly equal as possible.
The Class I Directors shall stand elected for a term expiring at the Company’s initial meeting after the adoption of these
Articles and the Class II Directors shall stand elected for a term expiring at the Company’s third annual general meeting of
Members following the initial meeting. Directors elected to succeed those Class I Directors whose terms expire shall be
elected for a term of office to expire at the first annual general meeting following their election and directors elected to
succeed those Class II Directors whose terms expire shall be elected for a term of office to expire at the third annual
general meeting following their election. Except as the Act or any applicable law may otherwise require, in the interim
between an annual general meeting or general meeting called for the election of Directors and/or the removal of one or more
Directors any vacancy on the Board of Directors, may be filled by the majority vote of the remaining Directors.
(3) Subject
to the Articles and the Law, the Company may by ordinary resolution elect any person to be a Director either to fill a casual vacancy
or as an addition to the existing Board. Any Director so appointed shall hold office only until the next following annual general
meeting of the Company, in accordance with the provisions in Article 65(2), above, or until his death, resignation or removal.
(4) The
Directors by the affirmative vote of a simple majority of the remaining Directors present and voting at a Board meeting, shall
have the power from time to time and at any time to appoint any person as a Director to fill a casual vacancy on the Board or as
an addition to the existing Board, whether or not that person has previously served on the Board, subject to these Articles, applicable
law and the listing rules of the Designated Stock Exchange. Any Director so appointed shall hold office until the next succeeding
annual general meeting of Members or until his earlier death, resignation or removal.
(5) No
Director shall be required to hold any shares of the Company by way of qualification and a Director who is not a Member shall be
entitled to receive notice of and to attend and speak at any general meeting of the Company and of all classes of shares of the
Company.
(6) Subject
to any provision to the contrary in these Articles, a Director may be removed by way of a special resolution of the Members at
any time before the expiration of his period of office notwithstanding anything in these Articles or in any agreement between the
Company and such Director (but without prejudice to any claim for damages under any such agreement).
(7) A
vacancy on the Board created by the removal of a Director under the provisions of subparagraph (6) above may be filled by the election
or appointment by ordinary resolution of the Members at the meeting at which such Director is removed or by the affirmative vote
of a simple majority of the remaining Directors present and voting at a Board meeting.
(8) The
Company may from time to time in general meeting by ordinary resolution increase or reduce the number of Directors but so that
the number of Directors shall never be less than two (2).
(9) The Directors shall,
as soon as may be after each appointment or election of Directors, elect amongst the Directors a chairman (the “Chairman”)
and if more than one Director is proposed for this office, the election to such office shall take place in such manner as the
Directors may determine.
RETIREMENT OF DIRECTORS
66. (1)
Notwithstanding any other provisions in the Articles, the Directors of each Class shall retire from office once they have come
to terms, provided that notwithstanding anything herein, the chairman of the Board shall not, whilst holding such office, be subject
to retirement or be taken into account in determining the number of Directors to retire.
(2) A
retiring Director shall be eligible for re-election and shall continue to act as a Director throughout the meeting at which he
retires. The Directors to retire shall include (so far as necessary to ascertain the number of directors to retire) any Director
who wishes to retire and not to offer himself for re-election. Any further Directors so to retire shall be those of the other Directors
subject to retirement who have been longest in office since their last re-election or appointment and so that as between persons
who became or were last re-elected Directors on the same day those to retire shall (unless they otherwise agree among themselves)
be determined by lot and, without limitation, the Directors to retire at the first annual general meeting shall be so determined.
67. No person other than a Director
retiring at the meeting shall, unless recommended by the Directors for election, be eligible for election as a Director at any
general meeting unless a Notice signed by a Member (other than the person to be proposed) duly qualified to attend and vote at
the meeting for which such notice is given of his intention to propose such person for election and also a Notice signed by the
person to be proposed of his willingness to be elected shall have been lodged at the head office or at the Registration Office
provided that the minimum length of the period, during which such Notice(s) are given, shall be at least seven (7) days and that
the period for lodgment of such Notice(s) shall commence no earlier than the day after the despatch of the notice of the general
meeting appointed for such election and end no later than seven (7) days prior to the date of such general meeting.
DISQUALIFICATION OF DIRECTORS
68. The
office of a Director shall be vacated if the Director:
(1) resigns
his office by notice in writing delivered to the Company at the Office or tendered at a meeting of the Board;
(2) becomes of unsound mind or dies;
(3) without
special leave of absence from the Board, is absent from meetings of the Board for six consecutive months and the Board resolves
that his office be vacated;
(4) becomes
bankrupt or has a receiving order made against him or suspends payment or compounds with his creditors;
(5) is prohibited by law from being a Director; or
(6) ceases
to be a Director by virtue of any provision of the Statutes or is removed from office pursuant to these Articles.
ALTERNATE DIRECTORS
69. Any Director may at any time
by Notice delivered to the Office or head office or at a meeting of the Directors appoint any person (including another Director)
to be his alternate Director. Any person so appointed shall have all the rights and powers of the Director or Directors for whom
such person is appointed in the alternative provided that such person shall not be counted more than once in determining whether
or not a quorum is present. An alternate Director may be removed at any time by the body which appointed him and, subject thereto,
the office of alternate Director shall continue until the happening of any event which, if we were a Director, would cause him
to vacate such office or if his appointer ceases for any reason to be a Director. Any appointment or removal of an alternate Director
shall be effected by Notice signed by the appointor and delivered to the Office or head office or tendered at a meeting of the
Board. An alternate Director may also be a Director in his own right and may act as alternate to more than one Director. An alternate
Director shall, if his appointor so requests, be entitled to receive notices of meetings of the Board or of committees of the Board
to the same extent as, but in lieu of, the Director appointing him and shall be entitled to such extent to attend and vote as a
Director at any such meeting at which the Director appointing him is not personally present and generally at such meeting to exercise
and discharge all the functions, powers and duties of his appointor as a Director and for the purposes of the proceedings at such
meeting the provisions of these Articles shall apply as if he were a Director save that as an alternate for more than one Director
his voting rights shall be cumulative.
70. An alternate Director shall
only be a Director for the purposes of the Law and shall only be subject to the provisions of the Law insofar as they relate to
the duties and obligations of a Director when performing the functions of the Director for whom he is appointed in the alternative
and shall alone be responsible to the Company for his acts and defaults and shall not be deemed to be the agent of or for the Director
appointing him. An alternate Director shall be entitled to contract and be interested in and benefit from contracts or arrangements
or transactions and to be repaid expenses and to be indemnified by the Company to the same extent mutatis mutandis as if
he were a Director but he shall not be entitled to receive from the Company any fee in his capacity as an alternate Director except
only such part, if any, of the remuneration otherwise payable to his appointor as such appointor may by Notice to the Company from
time to time direct.
71. Every person acting as
an alternate Director shall have one vote for each Director for whom he acts as alternate (in addition to his own vote if he is
also a Director). If his appointor is for the time being absent from the People’s Republic of China or otherwise not available
or unable to act, the signature of an alternate Director to any resolution in writing of the Board or a committee of the Board
of which his appointor is a member shall, unless the notice of his appointment provides to the contrary, be as effective as the
signature of his appointor.
72. An alternate Director shall
ipso facto cease to be an alternate Director if his appointor ceases for any reason to be a Director, however, such alternate Director
or any other person may be re-appointed by the Directors to serve as an alternate Director PROVIDED always that, if at any meeting
any Director retires but is re-elected at the same meeting, any appointment of such alternate Director pursuant to these Articles
which was in force immediately before his retirement shall remain in force as though he had not retired.
DIRECTORS’ FEES AND EXPENSES
73. The Directors shall receive
such remuneration as the Board may from time to time determine. Each Director shall be entitled to be repaid or prepaid all traveling,
hotel and incidental expenses reasonably incurred or expected to be incurred by him in attending meetings of the Board or committees
of the board or general meetings or separate meetings of any class of shares or of debenture of the Company or otherwise in connection
with the discharge of his duties as a Director. The ordinary remuneration of the Directors shall from time to time be determined
by the Company in general meeting and shall (unless otherwise directed by the resolution by which it is voted) be divided amongst
the Board in such proportions and in such manner as the Board may agree or, failing agreement, equally, except that any Director
who shall hold office for part only of the period in respect of which such remuneration is payable shall be entitled only to rank
in such division for a proportion of remuneration related to the period during which he has held office. Such remuneration shall
be deemed to accrue from day to day.
74. Each Director shall be entitled
to be repaid or prepaid all travelling, hotel and incidental expenses reasonably incurred or expected to be incurred by him in
attending meetings of the Board or committees of the Board or general meetings or separate meetings of any class of shares or of
debentures of the Company or otherwise in connection with the discharge of his duties as a Director.
75. Any Director who, by request,
goes or resides abroad for any purpose of the Company or who performs services which in the opinion of the Board go beyond the
ordinary duties of a Director may be paid such extra remuneration (whether by way of salary, commission, participation in profits
or otherwise) as the Board may determine and such extra remuneration shall be in addition to or in substitution for any ordinary
remuneration provided for by or pursuant to any other Article.
DIRECTORS’ INTERESTS
76. A
Director may:
| (a) | hold any other office or place of profit with the Company (except that of
Auditor) in conjunction with his office of Director for such period and upon such terms as the Board may determine. Any remuneration
(whether by way of salary, commission, participation in profits or otherwise) paid to any Director in respect of any such other
office or place of profit shall be in |
addition to any remuneration provided for by or
pursuant to any other Article;
| (b) | act by himself or his firm in a professional capacity for the Company (otherwise
than as Auditor) and he or his firm may be remunerated for professional services as if he were not a Director; |
| (c) | continue to be or become a director, managing director, joint managing director,
deputy managing director, executive director, manager or other officer or member of any other company promoted by the Company or
in which the Company may be interested as a vendor, shareholder or otherwise and (unless otherwise agreed) no such Director shall
be accountable for any remuneration, profits or other benefits received by him as a director, managing director, joint managing
director, deputy managing director, executive director, manager or other officer or member of or from his interests in any such
other company. Subject as otherwise provided by these Articles the Directors may exercise or cause to be exercised the voting powers
conferred by the shares in any other company held or owned by the Company, or exercisable by them as Directors of such other company
in such manner in all respects as they think fit (including the exercise thereof in favour of any resolution appointing themselves
or any of them directors, managing directors, joint managing directors, deputy managing directors, executive directors, managers
or other officers of such company) or voting or providing for the payment of remuneration to the director, managing director, joint
managing director, deputy managing director, executive director, manager or other officers of such other company and any Director
may vote in favour of the exercise of such voting rights in manner aforesaid notwithstanding that he may be, or about to be, appointed
a director, managing director, joint managing director, deputy managing director, executive director, manager or other officer
of such a company, and that as such he is or may become interested in the exercise of such voting rights in manner aforesaid. |
Notwithstanding
the foregoing, no “Independent Director” as defined in FINRA Rules or in Rule 10A-3 under the Exchange Act, and with
respect of whom the Board has determined constitutes an “Independent Director” for purposes of compliance with applicable
law or the Company’s listing requirements, shall without the consent of the Audit Committee take any of the foregoing actions
or any other action that would reasonably be likely to affect such Director’s status as an “Independent Director”
of the Company.
77. Subject to the Law
and to these Articles, no Director or proposed or intending Director shall be disqualified by his office from contracting
with the Company, either with regard to his tenure of any office or place of profit or as vendor, purchaser or in any other
manner whatsoever, nor shall any such contract or any other contract or arrangement in which any Director is in any way
interested be liable to be avoided, nor shall any Director so contracting or being so interested be liable to account to the
Company or the Members for any remuneration, profit or other benefits realised by any such contract or arrangement by reason
of such Director holding that office or of the fiduciary relationship thereby established provided that such Director shall
disclose the nature of his interest in any contract or arrangement in which he is interested in accordance with Article 101
herein. Any such transaction that would reasonably be likely to affect a Director’s status as an “Independent
Director”, or that would constitute a “related party transaction” as defined by Item 7.N of Form 20F
promulgated by the SEC, shall require the approval of the Audit Committee.
78. A Director who to his knowledge is
in any way, whether directly or indirectly, interested in a contract or arrangement or proposed contract or arrangement with the
Company shall declare the nature of his interest at the meeting of the Board at which the question of entering into the contract
or arrangement is first considered, if he knows his interest then exists, or in any other case at the first meeting of the Board
after he knows that he is or has become so interested. For the purposes of this Article, a general Notice to the Board by a Director
to the effect that:
| (a) | he is a member or officer of a specified company or
firm and is to be regarded as interested in any contract or arrangement which may after the date of the Notice be made with that
company or firm; or |
| (b) | he is to be regarded as interested in any contract
or arrangement which may after the date of the Notice be made with a specified person who is connected with him; |
shall be deemed to be
a sufficient declaration of interest under this Article in relation to any such contract or arrangement, provided that no such
Notice shall be effective unless either it is given at a meeting of the Board or the Director takes reasonable steps to secure
that it is brought up and read at the next Board meeting after it is given.
79. Following a declaration being made
pursuant to the last preceding two Articles, subject to any separate requirement for Audit Committee approval under applicable
law or the listing rules of the Company’s Designated Stock Exchange, and unless disqualified by the chairman of the relevant
Board meeting, a Director may vote in respect of any contract or proposed contract or arrangement in which such Director is interested
and may be counted in the quorum at such meeting.
GENERAL POWERS OF THE DIRECTORS
80. (1) The business of the Company shall
be managed and conducted by the Board, which may pay all expenses incurred in forming and registering the Company and may exercise
all powers of the Company (whether relating to the management of the business of the Company or otherwise) which are not by the
Statutes or by these Articles required to be exercised by the Company in general meeting, subject nevertheless to the provisions
of the Statutes and of these Articles and to such regulations being not inconsistent with such provisions, as may be prescribed
by the Company in general meeting, but no regulations made by the Company in general meeting shall invalidate any prior act of
the Board which would have been valid if such regulations had not been made. The general powers given by this Article shall not
be limited or restricted by any special authority or power given to the Board by any other Article.
(2) Any person contracting
or dealing with the Company in the ordinary course of business shall be entitled to rely on any written or oral contract or agreement
or deed, document or instrument entered into or executed as the case may be by any two of the Directors acting jointly on behalf
of the Company and the same shall be deemed to be validly entered into or executed by the Company as the case may be and shall,
subject to any rule of law, be binding on the Company.
(3) Without prejudice to the general powers
conferred by these Articles it is hereby expressly declared that the Board shall have the following powers:
| (a) | to give to any person the right or option of requiring
at a future date that an allotment shall be made to him of any share at par or at such premium as may be agreed; |
| (b) | to give to any Directors, officers or employees of the
Company an interest in any particular business or transaction or participation in the profits thereof or in the general profits
of the Company either in addition to or in substitution for a salary or other remuneration; and |
| (c) | to resolve that the Company be deregistered in the Cayman
Islands and continued in a named jurisdiction outside the Cayman Islands subject to the provisions of the Law. |
81. Reserved.
82. The Board may by power of attorney
appoint any company, firm or person or any fluctuating body of persons, whether nominated directly or indirectly by the Board,
to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretions (not exceeding
those vested in or exercisable by the Board under these Articles) and for such period and subject to such conditions as it may
think fit, and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with
any such attorney as the Board may think fit, and may also authorise any such attorney to sub-delegate all or any of the powers,
authorities and discretions vested in him. Such attorney or attorneys may, if so authorised under the Seal of the Company, execute
any deed or instrument under their personal seal with the same effect as the affixation of the Company’s Seal.
83. The Board may entrust to and confer
upon a managing director, joint managing director, deputy managing director, an executive director or any Director any of the powers
exercisable by it upon such terms and conditions and with such restrictions as it thinks fit, and either collaterally with, or
to the exclusion of, its own powers, and may from time to time revoke or vary all or any of such powers but no person dealing in
good faith and without notice of such revocation or variation shall be affected thereby.
84. All cheques, promissory notes,
drafts, bills of exchange and other instruments, whether negotiable or transferable or not, and all receipts for moneys paid
to the Company shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as the
Board shall from time to time by resolution determine. The Company’s banking accounts shall be kept with such banker or
bankers as the Board shall from time to time determine.
85. (1) The Board may establish or concur
or join with other companies (being subsidiary companies of the Company or companies with which it is associated in business) in
establishing and making contributions out of the Company’s moneys to any schemes or funds for providing pensions, sickness
or compassionate allowances, life assurance or other benefits for employees (which expression as used in this and the following
paragraph shall include any Director or ex-Director who may hold or have held any executive office or any office of profit under
the Company or any of its subsidiary companies) and ex-employees of the Company and their dependants or any class or classes of
such person.
(2) The Board may pay,
enter into agreements to pay or make grants of revocable or irrevocable pensions or other benefits to employees and ex-employees
and their dependants, or to any of such persons, including pensions or benefits additional to those, if any, to which such employees
or ex-employees or their dependants are or may become entitled under any such scheme or fund as mentioned in the last preceding
paragraph. Any such pension or benefit may, as the Board considers desirable, be granted to an employee either before and in anticipation
of or upon or at any time after his actual retirement, and may be subject or not subject to any terms or conditions as the Board
may determine.
BORROWING POWERS
86. The Board may exercise all the powers
of the Company to raise or borrow money and to mortgage or charge all or any part of the undertaking, property and assets (present
and future) and uncalled capital of the Company and, subject to the Law, to issue debentures, bonds and other securities, whether
outright or as collateral security for any debt, liability or obligation of the Company or of any third party.
87. Debentures, bonds and other securities
may be made assignable free from any equities between the Company and the person to whom the same may be issued.
88. Any debentures, bonds or other securities
may be issued at a discount (other than shares), premium or otherwise and with any special privileges as to redemption, surrender,
drawings, allotment of shares, attending and voting at general meetings of the Company, appointment of Directors and otherwise.
89. (1) Where any uncalled capital of the
Company is charged, all persons taking any subsequent charge thereon shall take the same subject to such prior charge, and shall
not be entitled, by notice to the Members or otherwise, to obtain priority over such prior charge.
(2)
The Board shall cause a proper register to be kept, in accordance with the provisions of the Law, of all charges specifically
affecting the property of the Company and of any series of debentures issued by the Company and shall duly comply with
the requirements
of the Law in regard to the registration of charges and debentures therein specified and otherwise.
PROCEEDINGS OF THE DIRECTORS
90. The Board may meet for the despatch
of business, adjourn and otherwise regulate its meetings as it considers appropriate. Questions arising at any meeting shall be
determined by a majority of votes. In the case of any equality of votes the chairman of the meeting shall have an additional or
casting vote.
91. A meeting of the Board may be convened
by the Secretary on request of a Director or by any Director. The Secretary shall convene a meeting of the Board. Notice of a meeting
of the Board shall be deemed to be duly given to a Director if it is given to such Director in writing or verbally (including in
person or by telephone) or via electronic mail or by telephone or in such other manner as the Board may from time to time determine.
92. (1) The quorum necessary for the transaction
of the business of the Board may be fixed by the Board and, unless so fixed at any other number, shall be two (2). An alternate
Director shall be counted in a quorum in the case of the absence of a Director for whom he is the alternate provided that he shall
not be counted more than once for the purpose of determining whether or not a quorum is present.
(2) Directors may participate
in any meeting of the Board by means of a conference telephone or other communications equipment through which all persons participating
in the meeting can communicate with each other simultaneously and instantaneously and, for the purpose of counting a quorum, such
participation shall constitute presence at a meeting as if those participating were present in person.
(3) Any Director who
ceases to be a Director at a Board meeting may continue to be present and to act as a Director and be counted in the quorum until
the termination of such Board meeting if no other Director objects and if otherwise a quorum of Directors would not be present.
93. The continuing Directors or a sole
continuing Director may act notwithstanding any vacancy in the Board but, if and so long as the number of Directors is reduced
below the minimum number fixed by or in accordance with these Articles, the continuing Directors or Director, notwithstanding that
the number of Directors is below the number fixed by or in accordance with these Articles as the quorum or that there is only one
continuing Director, may act for the purpose of filling vacancies in the Board or of summoning general meetings of the Company
but not for any other purpose.
94. The Chairman of the Board shall be
the chairman of all meetings of the Board. If the Chairman of the Board is not present at any meeting within five (5) minutes after
the time appointed for holding the same, the Directors present may choose one of their number to be chairman of the meeting.
95. A meeting of the Board at which a quorum
is present shall be competent to exercise all the powers, authorities and discretions for the time being vested in or exercisable
by the Board.
96. (1) The Board may delegate any of its
powers, authorities and discretions to committees (including, without limitation, the Audit Committee), consisting of such Director
or Directors and other persons as it thinks fit, and they may, from time to time, revoke such delegation or revoke the appointment
of and discharge any such committees either wholly or in part, and either as to persons or purposes. Any committee so formed shall,
in the exercise of the powers, authorities and discretions so delegated, conform to any regulations which may be imposed on it
by the Board.
(2) All acts done by
any such committee in conformity with such regulations, and in fulfilment of the purposes for which it was appointed, but not otherwise,
shall have like force and effect as if done by the Board, and the Board (or if the Board delegates such power, the committee) shall
have power to remunerate the members of any such committee, and charge such remuneration to the current expenses of the Company.
97. The meetings and proceedings of any
committee consisting of two or more members shall be governed by the provisions contained in these Articles for regulating the
meetings and proceedings of the Board so far as the same are applicable and are not superseded by any regulations imposed by the
Board under the last preceding Article, indicating, without limitation, any committee charter adopted by the Board for purposes
or in respect of any such committee.
98. A resolution in writing signed by all
the Directors except such as are temporarily unable to act through ill-health or disability shall (provided that such number is
sufficient to constitute a quorum and further provided that a copy of such resolution has been given or the contents thereof communicated
to all the Directors for the time being entitled to receive notices of Board meetings in the same manner as notices of meetings
are required to be given by these Articles) be as valid and effectual as if a resolution had been passed at a meeting of the Board
duly convened and held. Such resolution may be contained in one document or in several documents in like form each signed by one
or more of the Directors and for this purpose a facsimile signature of a Director shall be treated as valid.
99. All acts bona fide done by the Board
or by any committee or by any person acting as a Director or members of a committee, shall, notwithstanding that it is afterwards
discovered that there was some defect in the appointment of any member of the Board or such committee or person acting as aforesaid
or that they or any of them were disqualified or had vacated office, be as valid as if every such person had been duly appointed
and was qualified and had continued to be a Director or member of such committee.
COMMITTEES
100.
Without prejudice to the freedom of the Directors to establish any other committees, for so long as the shares of the Company
(or depositary receipts therefor) are listed or quoted on the Designated Stock Exchange, the Board shall establish and maintain
an Audit Committee, a Compensation Committee and a Nomination Committee as committees of the Board, the composition and responsibilities
of which shall comply with the FINRA Rules, the rules and regulations of the SEC and the rules and regulations of the Designated
Stock Exchange, as appropriate.
101. (1) The Board shall adopt a formal
written audit committee charter, a formal written compensation committee charter and review and a formal written Nomination Committee
Charter and assess the adequacy of each formal written charter on an annual basis.
(2) The audit committee shall
meet at least once every financial quarter, or more frequently as circumstances dictate.
(3) The compensation committee shall meet
at least once every financial year, or more frequently as circumstances dictate.
(4) The nomination committee shall meet
at least once every financial year, or more frequently as circumstances dictate.
102. For so long as the shares of the Company
(or depositary receipts therefor) are listed or quoted on the Designated Stock Exchange, the Company shall conduct an appropriate
review of all related party transactions on an ongoing basis and shall utilize the Audit Committee for the review and approval
of potential conflicts of interest. Specifically, the Audit Committee shall approve any transaction or transactions between the
Company and any of the following parties: (i) any Member owning an interest in the voting power of the Company or any subsidiary
of the Company that gives such Member significant influence over the Company or any subsidiary of the Company, (ii) any director
or executive officer of the Company or any subsidiary of the Company and any relative of such director or executive officer, (iii)
any person in which a substantial interest in the voting power of the Company is owned, directly or indirectly, by any person described
in (i) or (ii) or over which such a person is able to exercise significant influence, and (iv) any affiliate (other than a subsidiary)
of the Company.
103. The Board may, from time to time,
appoint such other committees as may be permitted by Law. Such other committees appointed by the Board shall consist of one (1)
or more members of the Board and shall have such powers and perform such duties as may be provided in a resolution of the Board.
OFFICERS
104. (1) The officers of the Company shall
consist of the chief executive officer, the chief financial officer, the Directors and Secretary, and such additional officers
(who may or may not be Directors) as the Board may from time to time determine, all of whom shall be deemed to be officers for
the purposes of the Law and these Articles.
(2) The officers shall receive such remuneration
as the Directors may from time to time determine.
105. (1) The Secretary and additional officers,
if any, shall be appointed by the Board and shall hold office on such terms and for such period as the Board may determine. If
thought fit, two or more persons may be appointed as joint Secretaries. The Board may also appoint from time to time on such terms
as it thinks fit one or more assistant or deputy Secretaries.
(2) The Secretary shall
attend all meetings of the Members and shall keep correct minutes of such meetings and enter the same in the proper books provided
for the purpose. He shall perform such other duties as are prescribed by the Law or these Articles or as may be prescribed by the
Board.
106. The officers of the Company shall
have such powers and perform such duties in the management, business and affairs of the Company as may be delegated to them by
the Directors from time to time.
107. A provision of the Law or of these
Articles requiring or authorising a thing to be done by or to a Director and the Secretary shall not be satisfied by its being
done by or to the same person acting both as Director and as or in place of the Secretary.
REGISTER OF DIRECTORS AND OFFICERS
108. The Company shall cause to be kept
in one or more books at its Office a Register of Directors and Officers in which there shall be entered the full names and addresses
of the Directors and Officers and such other particulars as required by the Law or as the Directors may determine. The Company
shall send to the Registrar of Companies in the Cayman Islands a copy of such register, and shall from time to time notify to the
said Registrar of any change that takes place in relation to such Directors and Officers as required by the Law.
MINUTES
109. (1) The Board shall cause minutes to be duly entered in
books provided for the purpose:
| (a) | of all elections and appointments of officers; |
| (b) | of the names of the Directors present at each meeting of
the Directors and of any committee of the Directors; |
| (c) | of all resolutions and proceedings of each general meeting
of the Members, meetings of the Board and meetings of committees of the Board and where there are managers, of all proceedings
of meetings of the managers. |
(2) Minutes shall be kept by the
Secretary at the Office.
SEAL
110. (1) The Company shall have one or
more Seals, as the Board may determine. For the purpose of sealing documents creating or evidencing securities issued by the Company,
the Company may have a securities seal which is a facsimile of the Seal of the Company with the addition of the word “Securities”
on its face or in such other form as the Board may approve. The Board shall provide for the custody of each Seal and no Seal shall
be used without the authority of the Board or of a committee of the Board authorised by the Board in that behalf. Subject as otherwise
provided in these Articles, any instrument to which a Seal is affixed shall be signed autographically by one Director and the Secretary
or by two Directors or by such other person (including a Director) or persons as the Board may appoint, either generally or in
any particular case, save that as regards any certificates for shares or debentures or other securities of the Company the Board
may by resolution determine that such signatures or either of them shall be dispensed with or affixed by some method or system
of mechanical signature or by Electronic Signature. Every instrument executed in manner provided by this Article shall be deemed
to be sealed and executed with the authority of the Board previously given.
(2) Where the Company
has a Seal for use abroad, the Board may by writing under the Seal appoint any agent or committee abroad to be the duly authorised
agent of the Company for the purpose of affixing and using such Seal and the Board may impose restrictions on the use thereof as
may be thought fit. Wherever in these Articles reference is made to the Seal, the reference shall, when and so far as may be applicable,
be deemed to include any such other Seal as aforesaid.
AUTHENTICATION OF DOCUMENTS
111. Any Director or the Secretary or any
person appointed by the Board for the purpose may authenticate any documents affecting the constitution of the Company and any
resolution passed by the Company or the Board or any committee, and any books, records, documents and accounts relating to the
business of the Company, and to certify copies thereof or extracts therefrom as true copies or extracts, and if any books, records,
documents or accounts are elsewhere than at the Office or the head office the local manager or other officer of the Company having
the custody thereof shall be deemed to be a person so appointed by the Board. A document purporting to be a copy of a resolution,
or an extract from the minutes of a meeting, of the Company or of the Board or any committee which is so certified shall be conclusive
evidence in favour of all persons dealing with the Company upon the faith thereof that such resolution has been duly passed or,
as the case may be, that such minutes or extract is a true and accurate record of proceedings at a duly constituted meeting.
DESTRUCTION OF DOCUMENTS
112. (1) The Company shall be entitled to destroy the following
documents at the following times:
| (a) | any share certificate which has been cancelled at any time
after the expiry of one (1) year from the date of such cancellation; |
| (b) | any dividend mandate or any variation or cancellation thereof
or any notification of change of name or address at any time after the expiry of two (2) years from the date such mandate variation
cancellation or notification was recorded by the Company; |
| (c) | any instrument of transfer of shares which has been registered
at any time after the expiry of seven (7) years from the date of registration; |
| (d) | any allotment letters after the expiry of seven (7) years
from the date of issue thereof; and |
| (e) | copies of powers of attorney, grants of probate and letters
of administration at any time after the expiry of seven (7) years after the account to which the relevant power of attorney, grant
of probate or letters of administration related has been closed; |
and it shall conclusively
be presumed in favour of the Company that every entry in the Register purporting to be made on the basis of any such documents
so destroyed was duly and properly made and every share certificate so destroyed was a valid certificate duly and properly cancelled
and that every instrument of transfer so destroyed was a valid and effective instrument duly and properly registered and that every
other document destroyed hereunder was a valid and effective document in accordance with the recorded particulars thereof in the
books or records of the Company. Provided always that: (1) the foregoing provisions of this Article shall apply only to the destruction
of a document in good faith and without express notice to the Company that the preservation of such document was relevant to a
claim; (2) nothing contained in this Article shall be construed as imposing upon the Company any liability in respect of the destruction
of any such document earlier than as aforesaid or in any case where the conditions of proviso (1) above are not fulfilled; and
(3) references in this Article to the destruction of any document include references to its disposal in any manner.
(2) Notwithstanding
any provision contained in these Articles, the Directors may, if permitted by applicable law, authorise the destruction of documents
set out in sub-paragraphs (a) to (e) of paragraph (1) of this Article and any other documents in relation to share registration
which have been microfilmed or electronically stored by the Company or by the share registrar on its behalf provided always that
this Article shall apply only to the destruction of a document in good faith and without express notice to the Company and its
share registrar that the preservation of such document was relevant to a claim.
DIVIDENDS AND OTHER PAYMENTS
113. Subject to the Law, the Company in
general meeting or the Board may from time to time declare dividends in any currency to be paid to the Members but no dividend
shall be declared in excess of the amount recommended by the Board.
114.
Dividends may be declared and paid out of the profits of the Company, realised or unrealised, or from any reserve set aside from
profits which the Directors
determine is no longer needed. The Board may also declare
and pay dividends out of share premium account or any other fund or account which can be authorised for this purpose in accordance
with the Law.
115. Except in so far as the rights attaching to, or the terms
of issue of, any share otherwise provide:
| (a) | all dividends shall be declared and paid according to the
amounts paid up on the shares in respect of which the dividend is paid, but no amount paid up on a share in advance of calls shall
be treated for the purposes of this Article as paid up on the share; and |
| (b) | all dividends shall be apportioned and paid pro rata according
to the amounts paid up on the shares during any portion or portions of the period in respect of which the dividend is paid. |
116. The Board may from time to time pay
to the Members such interim dividends as appear to the Board to be justified by the profits of the Company and in particular (but
without prejudice to the generality of the foregoing) if at any time the share capital of the Company is divided into different
classes, the Board may pay such interim dividends in respect of those shares in the capital of the Company which confer on the
holders thereof deferred or non-preferential rights as well as in respect of those shares which confer on the holders thereof preferential
rights with regard to dividend and provided that the Board acts bona fide the Board shall not incur any responsibility to the holders
of shares conferring any preference for any damage that they may suffer by reason of the payment of an interim dividend on any
shares having deferred or non-preferential rights and may also pay any fixed dividend which is payable on any shares of the Company
half-yearly or on any other dates, whenever such profits, in the opinion of the Board, justifies such payment.
117. The Board may deduct from any dividend
or other moneys payable to a Member by the Company on or in respect of any shares all sums of money (if any) presently payable
by him to the Company on account of calls or otherwise.
118. No dividend or other moneys payable by the Company on or
in respect of any share shall bear interest against the Company.
119.
Any dividend, interest or other sum payable in cash to the holder of shares may be paid by cheque or warrant sent through the
post addressed to the holder at his registered address or, in the case of joint holders, addressed to the holder whose name
stands first in the Register in respect of the shares at his address as appearing in the Register or addressed to such person
and at such address as the holder or joint holders may in writing direct. Every such cheque or warrant shall, unless the
holder or joint holders otherwise direct, be made payable to the order of the holder or, in the case of joint holders, to the
order of the holder whose name stands first on the Register in respect of such shares, and shall be sent at his or their risk
and payment of the cheque or warrant by the bank on which it is drawn shall constitute a good discharge to the Company
notwithstanding that it may subsequently appear that the same has been stolen or that any endorsement thereon has
been forged.
Any one of two or more joint holders may give effectual receipts for any dividends or other moneys payable or property
distributable in respect of the shares held by such joint holders.
120. All dividends or bonuses unclaimed
for one (1) year after having been declared may be invested or otherwise made use of by the Board for the benefit of the Company
until claimed. Any dividend or bonuses unclaimed after a period of six (6) years from the date of declaration shall be forfeited
and shall revert to the Company. The payment by the Board of any unclaimed dividend or other sums payable on or in respect of a
share into a separate account shall not constitute the Company a trustee in respect thereof.
121. Whenever the Board or the Company
in general meeting has resolved that a dividend be paid or declared, the Board may further resolve that such dividend be satisfied
wholly or in part by the distribution of specific assets of any kind and in particular of paid up shares, debentures or warrants
to subscribe securities of the Company or any other company, or in any one or more of such ways, and where any difficulty arises
in regard to the distribution the Board may settle the same as it thinks expedient, and in particular may issue certificates in
respect of fractions of shares, disregard fractional entitlements or round the same up or down, and may fix the value for distribution
of such specific assets, or any part thereof, and may determine that cash payments shall be made to any Members upon the footing
of the value so fixed in order to adjust the rights of all parties, and may vest any such specific assets in trustees as may seem
expedient to the Board and may appoint any person to sign any requisite instruments of transfer and other documents on behalf of
the persons entitled to the dividend, and such appointment shall be effective and binding on the Members. The Board may resolve
that no such assets shall be made available to Members with registered addresses in any particular territory or territories where,
in the absence of a registration statement or other special formalities, such distribution of assets would or might, in the opinion
of the Board, be unlawful or impracticable and in such event the only entitlement of the Members aforesaid shall be to receive
cash payments as aforesaid. Members affected as a result of the foregoing sentence shall not be or be deemed to be a separate class
of Members for any purpose whatsoever.
122. (1) Whenever the Board or the Company
in general meeting has resolved that a dividend be paid or declared on any class of the share capital of the Company, the Board
may further resolve either:
| (a) | that such dividend be satisfied wholly or in part in the
form of an allotment of shares credited as fully paid up, provided that the Members entitled thereto will be entitled to elect
to receive such dividend (or part thereof if the Board so determines) in cash in lieu of such allotment. In such case, the following
provisions shall apply: |
| (i) | the basis of any such allotment shall be determined by
the Board; |
| (ii) | the
Board, after determining the basis of allotment, shall give not less than ten (10) days’ Notice to the holders of the relevant
shares of the right of election accorded to them and shall send with such notice forms of election and specify the
procedure to be followed and the place at which and the latest date and time by which duly completed forms of election must be
lodged in order to be effective; |
| (iii) | the right of election may be exercised in respect of the
whole or part of that portion of the dividend in respect of which the right of election has been accorded; and |
| (iv) | the dividend (or that part of the dividend to be satisfied
by the allotment of shares as aforesaid) shall not be payable in cash on shares in respect whereof the cash election has not been
duly exercised (“the non-elected shares”) and in satisfaction thereof shares of the relevant class shall be allotted
credited as fully paid up to the holders of the non-elected shares on the basis of allotment determined as aforesaid and for such
purpose the Board shall capitalise and apply out of any part of the undivided profits of the Company (including profits carried
and standing to the credit of any reserves or other special account, share premium account or capital redemption reserve) as the
Board may determine, such sum as may be required to pay up in full the appropriate number of shares of the relevant class for
allotment and distribution to and amongst the holders of the non-elected shares on such basis; or |
| (b) | that the Members entitled to such dividend shall be entitled
to elect to receive an allotment of shares credited as fully paid up in lieu of the whole or such part of the dividend as the
Board may think fit. In such case, the following provisions shall apply: |
| (i) | the basis of any such allotment shall be determined by
the Board; |
| (ii) | the Board, after determining the basis of allotment, shall
give not less than ten (10) days’ Notice to the holders of the relevant shares of the right of election accorded to them
and shall send with such notice forms of election and specify the procedure to be followed and the place at which and the latest
date and time by which duly completed forms of election must be lodged in order to be effective; |
| (iii) | the right of election may be exercised in respect of the
whole or part of that portion of the dividend in respect of which the right of election has been accorded; and |
| (iv) | the
dividend (or that part of the dividend in respect of which a right of election has been accorded) shall not be payable in cash
on shares in respect whereof the share election has been duly exercised (“the elected shares”) and in lieu thereof
shares of the relevant class shall be allotted credited as fully paid up to the holders of the elected shares on the basis of
allotment determined as aforesaid and for such purpose the Board shall capitalise and apply
out of any part of the undivided profits of the Company (including profits carried and standing to the credit of any reserves
or other special account, share premium account or capital redemption reserve) as the Board may determine, such sum as may be
required to pay up in full the appropriate number of shares of the relevant class for allotment and distribution to and amongst
the holders of the elected shares on such basis. |
| (2) |
(a) | The shares allotted pursuant to the provisions of paragraph
(1) of this Article shall rank pari passu in all respects with shares of the same class (if any) then in issue save only
as regards participation in the relevant dividend or in any other distributions, bonuses or rights paid, made, declared or announced
prior to or contemporaneously with the payment or declaration of the relevant dividend unless, contemporaneously with the announcement
by the Board of their proposal to apply the provisions of sub-paragraph (a) or (b) of paragraph (2) of this Article in relation
to the relevant dividend or contemporaneously with their announcement of the distribution, bonus or rights in question, the Board
shall specify that the shares to be allotted pursuant to the provisions of paragraph (1) of this Article shall rank for participation
in such distribution, bonus or rights. |
| (b) | The Board may do all acts and things considered necessary
or expedient to give effect to any capitalisation pursuant to the provisions of paragraph (1) of this Article, with full power
to the Board to make such provisions as it thinks fit in the case of shares becoming distributable in fractions (including provisions
whereby, in whole or in part, fractional entitlements are aggregated and sold and the net proceeds distributed to those entitled,
or are disregarded or rounded up or down or whereby the benefit of fractional entitlements accrues to the Company rather than
to the Members concerned). The Board may authorise any person to enter into on behalf of all Members interested, an agreement
with the Company providing for such capitalisation and matters incidental thereto and any agreement made pursuant to such authority
shall be effective and binding on all concerned. |
(3) The Company may
upon the recommendation of the Board by ordinary resolution resolve in respect of any one particular dividend of the Company that
notwithstanding the provisions of paragraph (1) of this Article a dividend may be satisfied wholly in the form of an allotment
of shares credited as fully paid up without offering any right to shareholders to elect to receive such dividend in cash in lieu
of such allotment.
(4)
The Board may on any occasion determine that rights of election and the allotment of shares under paragraph (1) of this Article
shall not be made available or made to any shareholders with registered addresses in any territory where, in the absence of a registration
statement or other special formalities, the circulation of an offer of such rights of election or the allotment of shares would
or might, in the opinion of the Board, be unlawful or impracticable, and in such event
the provisions aforesaid shall be read and construed subject to such determination. Members affected as a result of the foregoing
sentence shall not be or be deemed to be a separate class of Members for any purpose whatsoever.
(5) Any resolution
declaring a dividend on shares of any class, whether a resolution of the Company in general meeting or a resolution of the Board,
may specify that the same shall be payable or distributable to the persons registered as the holders of such shares at the close
of business on a particular date, notwithstanding that it may be a date prior to that on which the resolution is passed, and thereupon
the dividend shall be payable or distributable to them in accordance with their respective holdings so registered, but without
prejudice to the rights inter se in respect of such dividend of transferors and transferees of any such shares. The provisions
of this Article shall mutatis mutandis apply to bonuses, capitalisation issues, distributions of realised capital profits
or offers or grants made by the Company to the Members.
RESERVES
123. (1) The Board shall establish an account
to be called the share premium account and shall carry to the credit of such account from time to time a sum equal to the amount
or value of the premium paid on the issue of any share in the Company. Unless otherwise provided by the provisions of these Articles,
the Board may apply the share premium account in any manner permitted by the Law. The Company shall at all times comply with the
provisions of the Law in relation to the share premium account.
(2) Before recommending
any dividend, the Board may set aside out of the profits of the Company such sums as it determines as reserves which shall, at
the discretion of the Board, be applicable for any purpose to which the profits of the Company may be properly applied and pending
such application may, also at such discretion, either be employed in the business of the Company or be invested in such investments
as the Board may from time to time think fit and so that it shall not be necessary to keep any investments constituting the reserve
or reserves separate or distinct from any other investments of the Company. The Board may also without placing the same to reserve
carry forward any profits which it may think prudent not to distribute.
CAPITALISATION
124.
The Company may, upon the recommendation of the Board, at any time and from time to time pass an ordinary resolution to the effect
that it is desirable to capitalise all or any part of any amount for the time being standing to the credit of any reserve or fund
(including a share premium account and capital redemption reserve and the profit and loss account) whether or not the same is available
for distribution and accordingly that such amount be set free for distribution among the Members or any class of Members who would
be entitled thereto if it were distributed by way of dividend and in the same proportions, on the footing that the same is not
paid in cash but is applied either in or towards paying up the amounts for the time being unpaid on any shares in the Company held
by such Members respectively or in paying up in full unissued shares, debentures or other obligations of the Company, to be allotted
and distributed credited as fully paid up among such Members, or partly in one way and partly in the
other, and the Board shall give effect to such resolution provided that, for the purposes of this Article, a share premium account
and any capital redemption reserve or fund representing unrealised profits, may be applied only in paying up in full unissued shares
of the Company to be allotted to such Members credited as fully paid.
125. The Board may settle, as it considers
appropriate, any difficulty arising in regard to any distribution under the last preceding Article and in particular may issue
certificates in respect of fractions of shares or authorise any person to sell and transfer any fractions or may resolve that the
distribution should be as nearly as may be practicable in the correct proportion but not exactly so or may ignore fractions altogether,
and may determine that cash payments shall be made to any Members in order to adjust the rights of all parties, as may seem expedient
to the Board. The Board may appoint any person to sign on behalf of the persons entitled to participate in the distribution any
contract necessary or desirable for giving effect thereto and such appointment shall be effective and binding upon the Members.
ACCOUNTING RECORDS
126. The Board shall cause true accounts to be
kept of the sums of money received and expended by the Company, and the matters in respect of which such receipt and expenditure take
place, and of the property, assets, credits and liabilities of the Company and of all other matters required by the Law or necessary
to give a true and fair view of the Company’s affairs and to explain its transactions.
126A. The financial year end of the Company shall be 31st December
in each year but, subject to any direction of the Company in general meeting, the Board may from time to time prescribe some other period
to be the financial year, provided that the Board may not without the sanction of an ordinary resolution prescribe or allow any financial
year longer than eighteen months.
127. The accounting records shall be kept
at the Office or, at such other place or places as the Board decides and shall always be open to inspection by the Directors. No
Member (other than a Director) shall have any right of inspecting any accounting record or book or document of the Company except
as conferred by law or authorised by the Board or the Company in general meeting.
128. Subject to Article 129, a printed
copy of the Directors’ report, accompanied by the balance sheet and profit and loss account, including every document required
by law to be annexed thereto, made up to the end of the applicable financial year and containing a summary of the assets and liabilities
of the Company under convenient heads and a statement of income and expenditure, together with a copy of the Auditors’ report,
shall be sent to each person entitled thereto at least ten (10) days before the date of the general meeting and laid before the
Company at the annual general meeting held in accordance with Article 35 provided that this Article shall not require a copy of
those documents to be sent to any person whose address the Company is not aware or to more than one of the joint holders of any
shares or debentures.
129.
Subject to due compliance with all applicable Statutes, rules and regulations, including, without limitation, the rules of the
Designated Stock Exchange, and to obtaining all necessary consents, if any, required thereunder, the requirements of Article 128
shall be deemed satisfied in relation to any person by sending to the person in any manner not prohibited by the Statutes, summarised
financial statements derived from the Company’s annual accounts and the directors’ report which shall be in the form
and containing the information
required by applicable laws and regulations, provided that any person who is otherwise entitled to the annual financial statements
of the Company and the directors’ report thereon may, if he so requires by notice in writing served on the Company, demand
that the Company sends to him, in addition to summarised financial statements, a complete printed copy of the Company’s annual
financial statement and the directors’ report thereon.
130. The requirement to send to a person
referred to in Article 128 the documents referred to in that article or a summary financial report in accordance with Article 129
shall be deemed satisfied where, in accordance with all applicable Statutes, rules and regulations, including, without limitation,
the rules of the Designated Stock Exchange, the Company publishes copies of the documents referred to in Article 128 and, if applicable,
a summary financial report complying with Article 129, on the Company’s computer network or in any other permitted manner
(including by sending any form of electronic communication), and that person has agreed or is deemed to have agreed to treat the
publication or receipt of such documents in such manner as discharging the Company’s obligation to send to him a copy of
such documents.
AUDIT
131. Subject to applicable law
and rules of the Designated Stock Exchange:
(1) At the annual general
meeting or at a subsequent extraordinary general meeting in each year, the Members shall appoint an auditor to audit the accounts
of the Company and such auditor shall hold office until the Members appoint another auditor. Such auditor may be a Member but no
Director or officer or employee of the Company shall, during his continuance in office, be eligible to act as an auditor of the
Company.
(2) A person, other
than a retiring Auditor, shall not be capable of being appointed Auditor at an annual general meeting unless notice in writing
of an intention to nominate that person to the office of Auditor has been given not less than fourteen (14) days before the annual
general meeting and furthermore, the Company shall send a copy of any such notice to the retiring Auditor. The Members may, at
any general meeting convened and held in accordance with these Articles, by special resolution remove the Auditor at any time before
the expiration of his term of office and shall by ordinary resolution at that meeting appoint another Auditor in his stead for
the remainder of his term.
(3) The Members may,
at any general meeting convened and held in accordance with these Articles, by ordinary resolution remove the Auditor at any time
before the expiration of his term of office and shall by ordinary resolution at that meeting appoint another Auditor in his stead
for the remainder of his term.
132. Subject to the Law the accounts
of the Company shall be audited at least once in every year.
133. The remuneration of the Auditor shall be fixed by the Company
in general meeting or in such manner as the Members may determine.
134. If the office of auditor becomes vacant
by the resignation or death of the Auditor, or by his becoming incapable of acting by reason of illness or other disability at
a time when his services are required, the Directors shall fill the vacancy and determine the remuneration of such Auditor.
135. The Auditor shall at all reasonable
times have access to all books kept by the Company and to all accounts and vouchers relating thereto; and he may call on the Directors
or officers of the Company for any information in their possession relating to the books or affairs of the Company.
136. The statement of income and expenditure
and the balance sheet provided for by these Articles shall be examined by the Auditor and compared by him with the books, accounts
and vouchers relating thereto; and he shall make a written report thereon stating whether such statement and balance sheet are
drawn up so as to present fairly the financial position of the Company and the results of its operations for the period under review
and, in case information shall have been called for from Directors or officers of the Company, whether the same has been furnished
and has been satisfactory. The financial statements of the Company shall be audited by the Auditor in accordance with generally
accepted auditing standards. The Auditor shall make a written report thereon in accordance with generally accepted auditing standards
and the report of the Auditor shall be submitted to the Members in general meeting. The generally accepted auditing standards referred
to herein may be those of a country or jurisdiction other than the Cayman Islands. If so, the financial statements and the report
of the Auditor should disclose this fact and name such country or jurisdiction.
NOTICES
137. Any Notice or document, whether or
not, to be given or issued under these Articles from the Company to a Member shall be in writing or by cable, telex or facsimile
transmission message or other form of electronic transmission or communication and any such Notice and document may be served or
delivered by the Company on or to any Member either personally or by sending it through the post in a prepaid envelope addressed
to such Member at his registered address as appearing in the Register or at any other address supplied by him to the Company for
the purpose or, as the case may be, by transmitting it to any such address or transmitting it to any telex or facsimile transmission
number or electronic number or address or website supplied by him to the Company for the giving of Notice to him or which the person
transmitting the notice reasonably and bona fide believes at the relevant time will result in the Notice being duly received by
the Member or may also be served by advertisement in appropriate newspapers in accordance with the requirements of the Designated
Stock Exchange or, to the extent permitted by the applicable laws, by placing it on the Company’s website and giving to the
member a notice stating that the notice or other document is available there (a “notice of availability”). The notice
of availability may be given to the Member by any of the means set out above. In the case of joint holders of a share all notices
shall be given to that one of the joint holders whose name stands first in the Register and notice so given shall be deemed a sufficient
service on or delivery to all the joint holders.
138. Any Notice or other document:
| (a) | if served or delivered by post, shall where appropriate
be sent by airmail and shall be deemed to have been served or delivered on the day following that on which the envelope containing
the same, properly prepaid and addressed, is put into the post; in proving such service or delivery it shall be sufficient to
prove that the envelope or wrapper containing the notice or document was properly addressed and put into the post and a certificate
in writing signed by the Secretary or other officer of the Company or other person appointed by the Board that the envelope or
wrapper containing the Notice or other document was so addressed and put into the post shall be conclusive evidence thereof; |
| (b) | if sent by electronic communication, shall be deemed to
be given on the day on which it is transmitted from the server of the Company or its agent. A Notice placed on the Company’s
website is deemed given by the Company to a Member on the day following that on which a notice of
availability is deemed served on the Member; |
| (c) | if served or delivered in any other manner contemplated
by these Articles, shall be deemed to have been served or delivered at the time of personal service or delivery or, as the case
may be, at the time of the relevant despatch or transmission; and in proving such service or delivery a certificate in writing
signed by the Secretary or other officer of the Company or other person appointed by the Board as to the act and time of such
service, delivery, despatch or transmission shall be conclusive evidence thereof; and |
| (d) | may be given to a Member in the English language or such
other language as may be approved by the Directors, subject to due compliance with all applicable Statutes, rules and regulations. |
139. (1) Any Notice or other document delivered
or sent by post to or left at the registered address of any Member in pursuance of these Articles shall, notwithstanding that such
Member is then dead or bankrupt or that any other event has occurred, and whether or not the Company has notice of the death or
bankruptcy or other event, be deemed to have been duly served or delivered in respect of any share registered in the name of such
Member as sole or joint holder unless his name shall, at the time of the service or delivery of the Notice or document, have been
removed from the Register as the holder of the share, and such service or delivery shall for all purposes be deemed a sufficient
service or delivery of such Notice or document on all persons interested (whether jointly with or as claiming through or under
him) in the share.
(2)
A Notice may be given by the Company to the person entitled to a share in consequence of the death, mental disorder or
bankruptcy of a Member by sending it through the post in a prepaid letter, envelope or wrapper addressed to him by name, or
by the title of representative of the deceased, or trustee of the bankrupt, or by any like description, at the address, if
any, supplied for the purpose by the person claiming to be so entitled, or (until such
an address has been so supplied) by giving the notice in any manner in which the same might have been given if the death,
mental disorder or bankruptcy had not occurred.
(3) Any person who
by operation of law, transfer or other means whatsoever shall become entitled to any share shall be bound by every Notice in respect
of such share which prior to his name and address being entered on the Register shall have been duly given to the person from whom
he derives his title to such share.
SIGNATURES
140. For the purposes of these Articles,
a cable or telex or facsimile or electronic transmission message purporting to come from a holder of shares or, as the case may
be, a Director, or, in the case of a corporation which is a holder of shares from a director or the secretary thereof or a duly
appointed attorney or duly authorised representative thereof for it and on its behalf, shall in the absence of express evidence
to the contrary available to the person relying thereon at the relevant time be deemed to be a document or instrument in writing
signed by such holder or Director in the terms in which it is received.
WINDING UP
141. A resolution that the Company be wound up by the court
or be wound up voluntarily shall be a special resolution.
142. (1) Subject to any special rights,
privileges or restrictions as to the distribution of available surplus assets on liquidation for the time being attached to any
class or classes of shares (i) if the Company shall be wound up and the assets available for distribution amongst the Members of
the Company shall be more than sufficient to repay the whole of the capital paid up at the commencement of the winding up, the
excess shall be distributed pari passu amongst such members in proportion to the amount paid up on the shares held by them
respectively and (ii) if the Company shall be wound up and the assets available for distribution amongst the Members as such shall
be insufficient to repay the whole of the paid-up capital such assets shall be distributed so that, a nearly as may be, the losses
shall be borne by the Members in proportion to the capital paid up, or which ought to have been paid up, at the commencement of
the winding up on the shares held by them respectively.
(2) If the Company
shall be wound up (whether the liquidation is voluntary or by the court) the liquidator may, with the authority of a special resolution
and any other sanction required by the Law, divide among the Members in specie or kind the whole or any part of the assets of the
Company and whether or not the assets shall consist of properties of one kind or shall consist of properties to be divided as aforesaid
of different kinds, and may for such purpose set such value as he deems fair upon any one or more class or classes of property
and may determine how such division shall be carried out as between the Members or different classes of Members. The liquidator
may, with the like authority, vest any part of the assets in trustees upon such trusts for the benefit of the Members as the liquidator
with the like authority shall think fit, and the liquidation of the Company may be closed and the Company dissolved, but so that
no contributory shall be compelled to accept any shares or other property in respect of which there is a liability.
INDEMNITY
143. (1) The Directors, Secretary and other
officers for the time being of the Company and the liquidator or trustees (if any) for the time being acting in relation to any
of the affairs of the Company and everyone of them, and everyone of their heirs, executors and administrators, shall be indemnified
and secured harmless out of the assets and profits of the Company from and against all actions, costs, charges, losses, damages
and expenses which they or any of them, their or any of their heirs, executors or administrators, shall or may incur or sustain
by or by reason of any act done, concurred in or omitted in or about the execution of their duty, or supposed duty, in their respective
offices or trusts; and none of them shall be answerable for the acts, receipts, neglects or defaults of the other or others of
them or for joining in any receipts for the sake of conformity, or for any bankers or other persons with whom any moneys or effects
belonging to the Company shall or may be lodged or deposited for safe custody, or for insufficiency or deficiency of any security
upon which any moneys of or belonging to the Company shall be placed out on or invested, or for any other loss, misfortune or damage
which may happen in the execution of their respective offices or trusts, or in relation thereto; PROVIDED THAT this indemnity shall
not extend to any matter in respect of any fraud or dishonesty which may attach to any of said persons.
(2) Each Member agrees
to waive any claim or right of action he might have, whether individually or by or in the right of the Company, against any Director
on account of any action taken by such Director, or the failure of such Director to take any action in the performance of his duties
with or for the Company; PROVIDED THAT such waiver shall not extend to any matter in respect of any fraud or dishonesty which may
attach to such Director.
AMENDMENT TO MEMORANDUM AND ARTICLES
OF ASSOCIATION
AND NAME
OF COMPANY
144. No Article shall be rescinded, altered
or amended and no new Article shall be made until the same has been approved by a special resolution of the Members. A special
resolution shall be required to alter the provisions of the Memorandum of Association or to change the name of the Company.
INFORMATION
145. No Member shall be entitled to require
discovery of or any information respecting any detail of the Company’s trading or any matter which is or may be in the nature
of a trade secret or secret process which may relate to the conduct of the business of the Company and which in the opinion of
the Directors it will be inexpedient in the interests of the members of the Company to communicate to the public.
MERGERS AND CONSOLIDATIONS
146. Subject to the Law and these Articles,
the Company shall, with the approval of a special resolution, have the power to merge or consolidate with one or more constituent
companies (as defined in the Law) upon such terms as the Directors may determine.
TRANSFERS BY WAY OF CONTINUATION
147. Subject to the Law and these Articles,
the Company shall, with the approval of a special resolution, have the power to register by way of continuation as a body corporate
under the laws of a jurisdiction outside of the Cayman Islands and be deregistered in the Cayman Islands.
49
Exhibit 99.2
* SPECIMEN *
1 MAIN STREET
ANYWHERE PA 99999-9999
|
VOTE ON INTERNET-
www.proxyvote.com or scan the QR Barcode above
Use the Internet to transmit your voting
instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date.
Follow the instructions to obtain your records and to create an electronic voting instruction form.
ELECTRONIC
DELIVERY OF FUTURE PROXY MATERIALS
If you would
like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements,
proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions
above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future
years.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone
telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have
your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card
and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood,
NY 11717.
VOTE IN PERSON
If you would like to attend the Annual
General Meeting to be held at 3:00 a.m., Eastern Time (3:00 p.m. China standard time), on September 5, 2023, Advanced Business Park, 9th
Fl, Bldg C2, 29 Lanwan Lane, Hightech District, Zhuhai, Guangdong 519080, China. |
Please Vote, Sign, Date and Return Promptly
in the Enclosed Envelope.
Annual General Meeting Proxy Card - Powerbridge
Technologies Co., Ltd.
▼ |
DETACH PROXY CARD HERE TO VOTE BY MAIL |
▼ |
THE BOARD RECOMMENDS A VOTE “FOR” ALL THE FOLLOWING PROPOSALS,
| (1) | as
an ordinary resolution, to ratify the selection and re-appointment of Onestop Assurance PAC as the Company’s independent registered
public accounting firm for the fiscal year ended December 31, 2022. |
☐ VOTE FOR |
☐ VOTE AGAINST |
☐ ABSTAIN |
| (2) | as
an ordinary resolution, to approve that (i) with immediate effect upon passing, every eight (8) issued and unissued ordinary of the Company
of US$0.050 each be consolidated into one (1) share of US$0.40 each (each a “Consolidated Share”), such Consolidated
Shares shall rank pari passu in all respects with each other (the “Share Consolidation”) so that following the Share Consolidation
the authorized share capital of the Company will be changed from US$50,000,000 divided into 1,000,000,000 shares of par value of
US$0.050 each to US$50,000,000 divided into 125,000,000 shares of par value of US$0.40 each; and (ii) all fractional entitlements
to the issued Consolidated Shares resulting from the Share Consolidation will be disregarded and will not be issued to the shareholders
of the Company but all such fractional shares shall be redeemed in cash for the fair value of such fractional share, such fair value
being the closing price of the ordinary shares on a post-consolidation basis on the applicable trading market on the first trading date
of the ordinary shares following the Share Consolidation. |
☐ VOTE FOR |
☐ VOTE AGAINST |
☐ ABSTAIN |
| (3) | as
an ordinary resolution, to approve that immediately following the Share Consolidation, the authorized share capital of the Company be
increased from US$50,000,000 divided into 125,000,000 shares of a nominal or par value of US$0.40 each, to US$200,000,000 divided
into 500,000,000 shares of a nominal or par value of US$0.40 each. |
☐ VOTE FOR |
☐ VOTE AGAINST |
☐ ABSTAIN |
|
(4) |
as a special resolution, to (i) replace the existing ordinary share class with a dual-class share structure of Class A and Class B ordinary shares, with each Class A and Class B ordinary share ranking pari passu and having the same rights, preferences, privileges and restrictions, except that, voting as the same class, each Class B ordinary share is entitled to thirty (30) votes and each Class A ordinary is entitled one (1) vote (the “Dual-class Share Structure”); (ii) re-designate 2,000,000 shares of the 500,000,000 authorized shares as Class B ordinary shares and 498,000,000 shares of the 500,000,000 authorized shares as Class A ordinary shares; and (iii) re-designate the 243,903 shares (after giving effect to the Share Consolidation) held by Mr. Stewart Lor, CEO and Chairman of the Board of the Company, as Class B ordinary shares (together, the “Share Re-designation”). |
☐ VOTE FOR |
☐ VOTE AGAINST |
☐ ABSTAIN |
|
(5) |
as a special resolution, to adopt the fifth amended and restated memorandum and articles of association in replace of the Company’s currently in effect fourth memorandum and articles of association to reflect the changes in connection with the Share Consolidation, the Share Capital Increase, the Dual-class Share Structure and the Share Re-designation. |
☐ VOTE FOR |
☐ VOTE AGAINST |
☐ ABSTAIN |
| (6) | as
an ordinary resolution, to grant general authorizations to the board of directors or any one director or officer of the Company to act
on behalf of the Company in connection with Proposals 1 to 5. |
☐ VOTE FOR |
☐ VOTE AGAINST |
☐ ABSTAIN |
| (7) | as
an ordinary resolution, to approve resolutions with respect to any other business arising in connection with Proposals 1 to 5. |
☐ VOTE FOR |
☐ VOTE AGAINST |
☐ ABSTAIN |
Date |
Signature |
Signature, if held jointly |
Note: This proxy must be signed exactly as the
name appears hereon. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee
or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by a duly authorized officer,
giving full title as such. If signer is a partnership, please sign in partnership name by an authorized person.
To change the address on your account, please
check the box at right and indicate your new address. ☐
* SPECIMEN * |
AC:ACCT9999 |
90.00 |
Powerbridge Technologies
Co., Ltd.
Annual General Meeting of the Members of the Company
September 5, 2023
IMPORTANT NOTICE REGARDING THE AVAILABILITY
OF PROXY MATERIALS FOR THE
ANNUAL GENERAL MEETING OF THE MEMBERS OF THE
COMPANY TO BE HELD ON
SEPTEMBER 5, 2023
This Notice and Proxy Statement are available on
our Company’s website at www.powerbridge.com.
POWERBRIDGE TECHNOLOGIES CO., LTD.
THIS PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS
The undersigned, revoking all prior proxies, hereby
appoints Stewart Lor, with full power of substitution, as proxy to represent and vote all ordinary shares of Powerbridge Technologies
Co., Ltd. (the “Company”) which the undersigned will be entitled to vote if personally present at the Annual General Meeting
of the Members (or any adjournment thereof) of the Company to be held on September 5, 2023, at 3:00 a.m., Eastern Time (3:00 p.m. China
standard time), upon matters set forth in the Proxy Statement, a copy of which has been received by the undersigned. Each ordinary share
is entitled to one vote. The proxies are further authorized to vote, in their discretion, upon such other business as may properly come
before the meeting.
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH SPECIFICATIONS
MADE, BUT IF NO CHOICES ARE INDICATED, THIS PROXY WILL BE VOTED FOR THE PROPOSALS LISTED ON THE REVERSE SIDE AND IN THE CASE OF OTHER
MATTERS THAT LEGALLY COME BEFORE THE MEETING OR ANY ADJOURNMENTS THEREOF.
PLEASE INDICATE YOUR VOTE ON THE REVERSE SIDE
(Continued and to be signed on Reverse Side)
3
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