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 October 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 ☐
CONTENTS
Notice of Extraordinary General Meeting
of Shareholders
In connection with the
upcoming extraordinary general meeting of shareholders (the “EGM”) of Powerbridge Technologies Co., Ltd. (the “Company”)
on December 1, 2023, the Company furnishes the following documents:
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: October 27, 2023 |
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 |
2
Exhibit 99.1
POWERBRIDGE TECHNOLOGIES CO., LTD.
NOTICE OF EXTRAORDINARY GENERAL MEETING OF THE
COMPANY
To Be
Held On December 1, 2023
NOTICE (this “Notice”)
IS HEREBY GIVEN, that you are cordially invited to attend an extraordinary general meeting (the “Extraordinary General Meeting”)
of the shareholders of Powerbridge Technologies Co. Ltd., a Cayman Islands exempted company with limited liability (the “Company,”
“we,” “us” or “our”), to be held on December 1, 2023 at 2:00 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 a special resolution, to approve the name of the Company be changed from Powerbridge Technologies Co., Ltd. to X3 Holdings Co., Ltd., and ticker symbol of the Company be changed from “PBTS” to “XTKG” (the “Name Change”). |
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2. |
as an ordinary resolution, to approve that the authorized share capital of the Company be increased from US$200,000,000 divided into 500,000,000 shares of a nominal or par value of US$0.40 each to US$2,000,000,000 divided into 5,000,000,000 ordinary shares of a nominal or par value of US$0.40 each by creation of an additional 4,500,000,000 ordinary 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 approve that immediately following the Share Capital Increase, 18,000,000 ordinary shares of the additional 4,500,000,000 authorized ordinary shares be re-designated as Class B ordinary shares and 4,482,000,000 ordinary shares of the additional 4,500,000,000 authorized ordinary shares as Class A ordinary shares (together, the “Share Re-designation”), such the authorized share capital of the Company shall be changed to “US$2,000,000,000 divided into (i) 4,980,000,000 Class A ordinary shares of a par value of US$0.40 each, and (ii) 20,000,000 Class B ordinary shares of a par value of US$0.40 each.” |
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as a special resolution, to adopt the sixth amended and restated memorandum and articles of association in replace of the Company’s currently in effect fifth amended and restated memorandum and articles of association to reflect the changes in connection with the Name Change, the Share Capital Increase and the Share Re-designation (the “Sixth Amendment of Memorandum”). |
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as an ordinary resolution, to ratify the election of Mr. Phillip Tao QIU and Dr. Ruizhong JIANG as Independent Directors of the Company with a one-year term of office until the annual general meeting of the shareholders of the Company to be held in 2024 (the “Directors Appointment”). |
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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 take any and every action that might be necessary, appropriate or desirable to effect the foregoing resolutions as such director or officer, in his or her absolute discretion, thinks fit. |
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 Extraordinary
General Meeting.
Only shareholders of record
at the close of business on October 23, 2023 (the “Record Date”) are entitled to notice and to vote at the Extraordinary
General Meeting and any adjournment or postponement thereof.
It is important that your
shares are represented at the Extraordinary General Meeting. We urge you to review the attached Proxy Statement and, whether or not you
plan to attend the Extraordinary 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 Extraordinary General Meeting, or by voting in person at the Extraordinary
General Meeting.
If you plan to attend the
Extraordinary 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 Extraordinary 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 Extraordinary General Meeting and vote in person.
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By Order of the Board of Directors, |
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October 27, 2023 |
/s/ Stewart Lor |
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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 Extraordinary 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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3 |
Proxy Solicitation Costs |
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PROPOSALS |
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4 |
OTHER MATTERS |
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9 |
POWERBRIDGE TECHNOLOGIES CO., LTD.
EXTRAORDINARY 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 Extraordinary General Meeting of the Members of the Company (the “Extraordinary
General Meeting”). The Extraordinary General Meeting is to be held at 2:00 a.m. Eastern Time (3:00 p.m. China standard time),
on December 1, 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 Extraordinary General Meeting
The purposes of the Extraordinary
General Meeting are to seek shareholder approval of the following resolutions:
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1. |
as a special resolution, to approve the name of the Company be changed from Powerbridge Technologies Co., Ltd. to X3 Holdings Co., Ltd., and ticker symbol of the Company be changed from “PBTS” to “XTKG” (the “Name Change”). |
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2. |
as an ordinary resolution, to approve that the authorized share capital of the Company be increased from US$200,000,000 divided into 500,000,000 shares of a nominal or par value of US$0.40 each to US$2,000,000,000 divided into 5,000,000,000 ordinary shares of a nominal or par value of US$0.40 each by creation of an additional 4,500,000,000 ordinary 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 approve that immediately following the Share Capital Increase, 18,000,000 ordinary shares of the additional 4,500,000,000 authorized ordinary shares be re-designated as Class B ordinary shares and 4,482,000,000 ordinary shares of the additional 4,500,000,000 authorized ordinary shares as Class A ordinary shares (together, the “Share Re-designation”), such the authorized share capital of the Company shall be changed to “US$2,000,000,000 divided into (i) 4,980,000,000 Class A ordinary shares of a par value of US$0.40 each, and (ii) 20,000,000 Class B ordinary shares of a par value of US$0.40 each.” |
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as a special resolution, to adopt the sixth amended and restated memorandum and articles of association in replace of the Company’s currently in effect fifth amended and restated memorandum and articles of association to reflect the changes in connection with the Name Change, the Share Capital Increase and the Share Re-designation (the “Sixth Amendment of Memorandum”). |
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as an ordinary resolution, to ratify the election of Mr. Phillip Tao QIU and Dr. Ruizhong JIANG as Independent Directors of the Company with a one-year term of office until the annual general meeting of the shareholders of the Company to be held in 2024 (the “Directors Appointment”). |
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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 take any and every action that might be necessary, appropriate or desirable to effect the foregoing resolutions as such director or officer, in his or her absolute discretion, thinks fit. |
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 Extraordinary 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 Extraordinary General Meeting or at any postponement or adjournment of the Extraordinary 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 Extraordinary General Meeting?
Only shareholders of record
of our ordinary shares of a par value of US$0.40 each, as of the close of business on October 23, 2023 (the “Record Date”)
are entitled to notice and to vote at the Extraordinary 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 Extraordinary General Meeting. The enclosed proxy card or voting instruction
card shows the number of shares you are entitled to vote at the Extraordinary 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 Extraordinary General Meeting or vote by proxy. Whether or not you plan to attend the Extraordinary 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 Extraordinary 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 Extraordinary 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 Extraordinary 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 Extraordinary General Meeting if you are present in person or are represented by proxy. Whether or not you plan to attend the Extraordinary
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 Extraordinary General Meeting. Shares held in your name as the shareholder of record may be voted in person at the Extraordinary General Meeting or at any postponement or adjournment of the Extraordinary 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 Extraordinary 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 Extraordinary 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 Extraordinary General
Meeting is postponed or adjourned for any reason, at any subsequent reconvening of the Extraordinary General Meeting, all proxies will
be voted in the same manner as the proxies would have been voted at the original convening of the Extraordinary 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 Extraordinary 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
Name Change
The Board submits to the shareholders
of the Company for approval, that to approve the name of the Company be changed from Powerbridge Technologies Co., Ltd. to X3 Holdings
Co., Ltd., and ticker symbol of the Company be changed from “PBTS” to “XTKG” (the “Name Change”).
The proposed Name Change has been approved by the Board, subject to the shareholders’ approval at the Extraordinary General Meeting.
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 Extraordinary General Meeting is required to approve Proposal 1.
THE BOARD AND THE AUDIT COMMITTEE RECOMMEND
A VOTE FOR
Name Change
PROPOSAL NO. 2
SHARE CAPITAL INCREASE
The Board believes that it
is in the best interest of the Company and the shareholders, and is hereby soliciting shareholders’ approval, that the authorized
share capital of the Company be increased from US$200,000,000 divided into 500,000,000 shares of a nominal or par value of US$0.40
each to US$2,000,000,000 divided into 5,000,000,000 ordinary shares of a nominal or par value of US$0.40 each by creation of an additional
4,500,000,000 ordinary shares of a nominal or par value of US$0.40 each (the “Share Capital Increase”).
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 Extraordinary General Meeting is required to approve Proposal 2.
THE BOARD RECOMMENDS
A VOTE FOR
SHARE CAPITAL INCREASE
PROPOSAL NO. 3
SHARE RE-DESIGNATION
The Board believes that it
is in the best interest of the Company and the shareholders, and is hereby soliciting shareholders’ approval, that to approve that
immediately following the Share Capital Increase, 18,000,000 ordinary shares of the additional 4,500,000,000 authorized ordinary shares
be re-designated as Class B ordinary shares and 4,482,000,000 ordinary shares of the additional 4,500,000,000 authorized ordinary shares
as Class A ordinary shares (together, the “Share Re-designation”), such the authorized share capital of the Company
shall be changed to “US$2,000,000,000 divided into (i) 4,980,000,000 Class A ordinary shares of a par value of US$0.40 each, and
(ii) 20,000,000 Class B ordinary shares of a par value of US$0.40 each.”
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 Extraordinary General Meeting is required to approve Proposal 3.
THE BOARD RECOMMENDS
A VOTE FOR
SHARE RE-DESIGNATION
PROPOSAL NO. 4
SIXTH AMENDMENT OF MEMORANDUM
To consider and approve the
adoption of the sixth amended and restated memorandum and articles of association in replace of the Company’s currently in effect
fifth amended and restated memorandum and articles of association to reflect the changes in connection with the Name Change, the Share
Capital Increase and the Share Re-designation (the “Sixth Amendment of Memorandum”).
A draft of the form of the
sixth amended and restated memorandum of association is attached as Appendix A to this proxy statement. The proposed amendments
to the fifth amended and restated memorandum and articles of association are indicated in track changes in Appendix A.
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 Extraordinary General Meeting is required to approve Proposal 4.
THE BOARD RECOMMENDS
A VOTE FOR
SIXTH AMENDMENT OF MEMORANDUM
PROPOSAL NO. 5
DIRECTORS APPOINTMENT
The Board submits to the shareholders
of the Company for approval, that to ratify the election of Mr. Phillip Tao QIU and Dr. Ruizhong JIANG as Independent Directors of the
Company with a one-year term of office until the annual general meeting of the shareholders of the Company to be held in 2024.
The biographies of Mr. Phillip
Tao QIU and Dr. Ruizhong JIANG are set forth below:
Mr. Phillip Tao Qiu serves
as an Independent Director of the Board and as the Chairman of the Compensation Committee and a member of the Nominating Committee and
the Audit Committee of the Board of the Company. As a seasoned professional, Mr. Qiu has an extensive background in finance, mergers and
acquisitions, and corporate branding. He has been pivotal in advising several global enterprises during their successful initial public
offerings and has provided strategic insights to prominent investment funds. Mr. Qiu obtained his bachelor’s degree from Design Factory
International’s College of Communication Art and New Media and his master’s degree from Brand University of Applied Sciences in Germany.
He is currently pursuing a PhD degree in Economics at Imperial College London in the United Kingdom.
Dr. Ruizhong Jiang serves
as an Independent Director of the Board and as the Chairman of the Nominating Committee and a member of the Compensation Committee and
the Audit Committee of the Board of the Company. As a highly respected expert in the field of oil and natural gas engineering, Dr. Jiang
is a member of the International Society of Petroleum Engineers and China Petroleum Society. He has served as a lecturer, professor and
doctoral tutor in China University of Petroleum and has received numerous acclaims and awards on his research and education in oil and
natural gas engineering. Dr. Jiang holds a PhD degree in Oil and Gas Development Engineering from Southwest Petroleum University and a
master’s degree in Oil and Gas Development Engineering from China University of Petroleum.
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 Extraordinary General Meeting is required to approve Proposal 5.
THE BOARD RECOMMENDS
A VOTE FOR
DIRECTORS APPOINTMENT
OTHER MATTERS
Our Board is not aware of
any business to come before the Extraordinary General Meeting other than those matters described above in this Proxy Statement. However,
if any other matters should properly come before the Extraordinary 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
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/s/ Stewart Lor |
October 27, 2023 |
Stewart Lor |
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Chief Executive Officer and Director |
Appendix A
The Companies Law (Revised)
Company Limited by Shares
SIXTH AMENDED AND RESTATED
MEMORANDUM AND ARTICLES OF ASSOCIATION
OF
POWERBRIDGE TECHNOLOGIES CO., LTD.
X3 HOLDINGS CO., LTD.
(adopted by a Special Resolution passed at an extraordinary
general meeting of the members
of the Company dated , 2023)
THE COMPANIES LAW (REVISED)
EXEMPTED COMPANY LIMITED BY SHARES
SIXTH AMENDED AND RESTATED
MEMORANDUM OF ASSOCIATION
OF
POWERBRIDGE TECHNOLOGIES CO., LTD.
X3 HOLDINGS CO., LTD.
(adopted by a Special Resolution passed at an extraordinary
general meeting of the members of the
Company dated , 2023)
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The name of the Company is Powerbridge Technologies Co., Ltd. X3 Holdings Co., Ltd. |
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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. |
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Subject to the following provisions of this Memorandum, the objects for which the Company is established are unrestricted. |
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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. |
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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. |
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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. |
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The liability of each member is limited to the amount from time to time unpaid on such member’s shares. |
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The share capital of the Company is US$2,000,000,000 divided into 5,000,000,000 shares of a par value of US$0.40 each, 4,980,000,000 of which are designated Class A ordinary shares and 20,000,000 of which are designated Class B ordinary sharesUS$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. |
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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
SIXTH AMENDED AND RESTATED
ARTICLES OF ASSOCIATION
OF
POWERBRIDGE TECHNOLOGIES CO., LTD.
X3 HOLDINGS CO., LTD.
(adopted by a Special Resolution passed at an
extraordinary general meeting of the members of the
Company dated , 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.
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MEANING |
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“Audit Committee” |
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the audit committee of the Company formed by the Board pursuant to Article 100) hereof, or any successor audit committee. |
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“Auditor” |
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the independent auditor of the Company which shall be an internationally recognized firm of independent accountants. |
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“Articles” |
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these Articles in their present form or as supplemented or amended or substituted from time to time. |
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“Board” or “Directors” |
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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. |
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“capital” |
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the share capital from time to time of the Company. |
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Class A ordinary shares |
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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. |
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Class B ordinary shares |
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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. |
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“class I directors” |
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has the meaning ascribed to it in Article 65(2) |
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“class II directors” |
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has the meaning ascribed to it in Article 65(2) |
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“clear days” |
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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. |
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“clearing house” |
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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. |
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“Company” |
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Powerbridge Technologies Co., Ltd. X3 Holdings Co., Ltd. |
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“Compensation Committee” |
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the compensation committee of the Company formed by the Board pursuant to Article 100 hereof, or any successor audit committee. |
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“competent regulatory authority” |
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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. |
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“debenture” and “debenture holder” |
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include debenture stock and debenture stockholder respectively. |
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“Designated Stock “Exchange” |
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the NASDAQ Stock Market. |
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“dollars” and “$” |
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dollars, the legal currency of the United States of America. |
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“Exchange Act” |
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the United States Securities Exchange Act of 1934, as amended. |
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“Electronic” |
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as that term defined in the Electronic Transactions Law (Revised). |
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“Electronic Record” |
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as that term defined in the Electronic Transactions Law (Revised). |
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“Electronic Signature” |
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as that term defined in the Electronic Transactions Law (Revised). |
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“FINRA” |
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Financial Industry Regulatory Authority. |
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“FINRA Rules” |
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the rules set forth by FINRA. |
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“head office” |
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such office of the Company as the Directors may from time to time determine to be the principal office of the Company. |
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“Law” |
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The Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands. |
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“Member” |
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a duly registered holder from time to time of the shares in the capital of the Company. |
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“month” |
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a calendar month. |
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“Nomination Committee” |
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the nomination committee of the Company formed by the Board pursuant to Article 100 hereof, or any successor audit committee. |
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“Notice” |
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written notice unless otherwise specifically stated and as further defined in these Articles. |
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“Office” |
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the registered office of the Company for the time being. |
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“ordinary resolution” |
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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. |
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“paid up” |
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paid up or credited as paid up. |
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“Register” |
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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. |
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“Registration Office” |
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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. |
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“SEC” |
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the United States Securities and Exchange Commission. |
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“Seal” |
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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. |
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“Secretary” |
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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. |
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“shares” |
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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. |
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“special resolution” |
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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. |
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“Statutes” |
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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. |
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“year” |
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a calendar year. |
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(2) |
In these Articles, unless there is something within the subject or context inconsistent with such construction: |
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words importing the singular include the plural and vice versa; |
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words importing a gender include both gender and the neuter; |
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words importing persons include companies, associations and bodies of persons whether corporate or not; |
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“may” shall be construed as permissive; |
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“shall” or “will” shall be construed as imperative; |
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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; |
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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; |
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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; |
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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:
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increase its capital by such sum, to be divided into shares of such amounts, as the resolution shall prescribe; |
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consolidate and divide all or any of its capital into shares of larger amount than its existing shares; |
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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”; |
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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 |
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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. |
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Conversion of Class B ordinary shares. |
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(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. |
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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. |
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(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:
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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; |
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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 |
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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:
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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; |
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the date on which each person was entered in the Register; and |
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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:-
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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; |
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the instrument of transfer is in respect of only one class of share; |
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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 |
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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:
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(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; |
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(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 |
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(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.
39
Exhibit 99.2
* SPECIMEN *
1 MAIN STREET
ANYWHERE PA 99999-9999
|
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VOTE IN PERSON
If you would like to attend the Extraordinary General Meeting to be
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Lane, Hightech District, Zhuhai, Guangdong 519080, China. |
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Extraordinary General Meeting Proxy Card - Powerbridge
Technologies Co., Ltd.
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THE BOARD RECOMMENDS A VOTE “FOR” ALL THE FOLLOWING PROPOSALS,
| (1) | as
a special resolution, to approve the name of the Company be changed from Powerbridge Technologies Co., Ltd. to X3 Holdings Co., Ltd.,
and ticker symbol of the Company be changed from “PBTS” to “XTKG” (the “Name Change”). |
☐ VOTE FOR |
☐ VOTE AGAINST |
☐ ABSTAIN |
| (2) | as
an ordinary resolution, to approve that the authorized share capital of the Company be increased from US$200,000,000 divided into 500,000,000
shares of a nominal or par value of US$0.40 each to US$2,000,000,000 divided into 5,000,000,000 ordinary shares of a nominal or par value
of US$0.40 each by creation of an additional 4,500,000,000 ordinary shares of a nominal or par value of US$0.40 each (the “Share
Capital Increase”). |
☐ VOTE FOR |
☐ VOTE AGAINST |
☐ ABSTAIN |
| (3) | as
a special resolution, to approve that immediately following the Share Capital Increase, 18,000,000 ordinary shares of the additional
4,500,000,000 authorized ordinary shares be re-designated as Class B ordinary shares and 4,482,000,000 ordinary shares of the additional
4,500,000,000 authorized ordinary shares as Class A ordinary shares (together, the “Share Re-designation”), such the authorized
share capital of the Company shall be changed to “US$2,000,000,000 divided into (i) 4,980,000,000 Class A ordinary shares of a par
value of US$0.40 each, and (ii) 20,000,000 Class B ordinary shares of a par value of US$0.40 each.” |
☐ VOTE FOR |
☐ VOTE AGAINST |
☐ ABSTAIN |
| (4) | as
a special resolution, to adopt the sixth amended and restated memorandum and articles of association in replace of the Company’s
currently in effect fifth amended and restated memorandum and articles of association to reflect the changes in connection with the Name
Change, the Share Capital Increase and the Share Re-designation (the “Sixth Amendment of Memorandum”). |
☐ VOTE FOR |
☐ VOTE AGAINST |
☐ ABSTAIN |
| (5) | as
an ordinary resolution, to ratify the election of Mr. Phillip Tao QIU and Dr. Ruizhong JIANG as Independent Directors of the Company
with a one-year term of office until the annual general meeting of the shareholders of the Company to be held in 2024 (the “Directors
Appointment”). |
☐ 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 take
any and every action that might be necessary, appropriate or desirable to effect the foregoing resolutions as such director or officer,
in his or her absolute discretion, thinks fit. |
☐ 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.
Extraordinary General Meeting of the Members of
the Company
December 1, 2023
IMPORTANT NOTICE REGARDING THE AVAILABILITY
OF PROXY MATERIALS FOR THE
EXTRAORDINARY GENERAL MEETING OF THE MEMBERS
OF THE COMPANY TO BE HELD ON
December 1, 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 Extraordinary General
Meeting of the Members (or any adjournment thereof) of the Company to be held on December 1, 2023, at 2:00 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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