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 May 2024
Commission
File Number: 001-41480
Starbox
Group Holdings Ltd.
VO2-03-07,
Velocity Office 2, Lingkaran SV, Sunway Velocity, 55100
Kuala
Lumpur, Malaysia
(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 ☐
EXPLANATORY
NOTE
In
connection with the 2024 Annual General Meeting of Shareholders (the “Meeting”) of Starbox Group Holdings Ltd., a Cayman
Islands company (the “Company”), the Company hereby furnishes the notice and proxy statement of the Meeting and the form
of proxy card, as Exhibits 99.1 and 99.2 hereto, respectively.
Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
|
Starbox
Group Holdings Ltd. |
|
|
|
Date:
May 20, 2024 |
By: |
/s/
Lee Choon Wooi |
|
Name: |
Lee
Choon Wooi |
|
Title: |
Chief
Executive Officer |
Exhibit
99.1
Starbox
Group Holdings Ltd.
(incorporated
in the Cayman Islands with limited liability)
(NASDAQ:
STBX)
NOTICE
OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
NOTICE
IS HEREBY GIVEN THAT the annual general meeting of shareholders (the “Meeting”) of Starbox Group Holdings Ltd. (the “Company”)
will be held on June 27, 2024, at 8:30 a.m., Eastern Time, at VO2-03-07, Velocity Office 2, Lingkaran SV, Sunway Velocity, 55100, Kuala
Lumpur, Malaysia, for the following purposes:
|
1. |
to
re-elect each of the five directors named in the proxy statement as a director of the Company to hold office until the next annual
general meeting or until his/her respective successor is elected and duly qualified; |
|
|
|
|
2. |
to
ratify the appointment of Enrome LLP as the Company’s independent registered public accounting firm for the fiscal year ending
September 30, 2024; |
|
|
|
|
3. |
to
authorize, establish and designate two new classes of ordinary shares of US$0.001125 par value each (the “Ordinary Shares”),
being Class A Ordinary Shares (the “Class A Shares”) and Class B Ordinary Shares (the “Class B Shares”),
with each of the Class A Shares and Class B Shares having the rights and privileges set out in the A&R M&A (as defined below),
which are summarised below: |
|
(i)
holders of Class A Shares and Class B Shares will have the same rights except for voting and conversion rights; |
|
(ii)
in respect of all matters subject to vote at general meetings of the Company, each holder of Class A Shares will be entitled to one
vote per one Class A Share and each holder of Class B Shares will be entitled to 100 votes per one Class B Share; |
|
(iii)
the Class A Shares will not be convertible into shares of any other class; and |
|
(iv)
the Class B Shares will be convertible into Class A Shares at any time after issuance at the option of the holder. Each one (1) Class
B Share will be convertible into ten (10) Class A Shares; |
|
(i)
the 12,800,000 authorized and issued Ordinary Shares held by Nevis International B & T Sdn Bhd (the “Nevis Shares”)
as Class B Shares; |
|
(ii)
115,204,984 of the authorized and issued Ordinary Shares, not including the Nevis Shares, as Class A Shares; and |
|
(iii)
754,995,016 of the authorized but unissued Ordinary Shares as Class A Shares;
(together,
the “Share Restructure”); |
|
(i)
the memorandum of association of the Company by the deletion of the existing memorandum of association in its entirety and the substitution
in its place of the amended and restated memorandum of association in the form set forth in Appendix A to this notice; and |
|
(ii)
the articles of association of the Company by the deletion of the existing articles of association in their entirety and the substitution
in their place of the amended and restated articles of association in the form set forth in Appendix A to this notice
(together,
the “A&R M&A”); and |
|
6. |
to
consent, for the purposes of article 17 of the Company’s current articles of association (the “Articles”), as applicable,
to any modification of rights of the Ordinary Shares effected by the Share Restructure. |
The
board of directors of the Company (the “Board of Directors”) has fixed the close of business on May 15, 2024 as the record
date (the “Record Date”) for determining the shareholders entitled to receive notice of and to vote at the Meeting or any
adjournment thereof. Only holders of ordinary shares of the Company on the Record Date are entitled to receive notice of and to vote
at the Meeting or any adjournment thereof.
Shareholders
may obtain a copy of the proxy materials, including the Company’s 2024 annual report, from the Company’s website at ir.starboxholdings.com
or by submitting a request to investors@ascent-ir.com. The notice of the Meeting, this proxy statement, and the proxy card will be sent
or made available to shareholders on or about May 20, 2024.
By Order of
the Board of Directors, |
|
|
|
/s/
Lee Choon Wooi |
|
Lee Choon Wooi |
|
Chairman of the Board of
Directors |
|
Kuala
Lumpur, Malaysia
May
20, 2024
Starbox
Group Holdings Ltd.
ANNUAL
GENERAL MEETING OF SHAREHOLDERS
June
27, 2024
8:30
a.m., Eastern Time
PROXY
STATEMENT
The
board of directors (the “Board of Directors”) of Starbox Group Holdings Ltd. (the “Company”) is soliciting proxies
for the annual general meeting of shareholders (the “Meeting”) of the Company to be held on June 27, 2024, at 8:30 a.m.,
Eastern Time, at VO2-03-07, Velocity Office 2, Lingkaran SV, Sunway Velocity, 55100, Kuala Lumpur, Malaysia, or any adjournment thereof.
Only
holders of the ordinary shares of the Company of record at the close of business on May 15, 2024 (the “Record Date”) are
entitled to attend and vote at the Meeting or at any adjournment thereof. One or more shareholders holding shares of the Company which
carry in aggregate (or representing by proxy) not less than one-third of all votes attaching to all shares of the Company in issue and
entitled to vote at such the Meeting, present in person or by proxy or, if a corporation or other non-natural person, by its duly authorized
representative, shall be a quorum for all purposes.
Any
shareholder entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote on such shareholder’s
behalf. A proxy need not be a shareholder of the Company. Each holder of the Company’s ordinary shares shall be entitled to
one vote in respect of each ordinary share held by such holder on the Record Date.
PROPOSALS
TO BE VOTED ON
At
the Meeting, resolutions will be proposed as follows:
|
1. |
as
an ordinary resolution, to re-elect each of the five directors named in this proxy statement as a director of the Company to hold
office until the next annual general meeting or until his/her respective successor is elected and duly qualified; |
|
|
|
|
2. |
as
an ordinary resolution, to ratify the appointment of Enrome LLP as the Company’s independent registered public accounting firm
for the fiscal year ending September 30, 2024; |
|
|
|
|
3. |
as
an ordinary resolution, to authorize, establish and designate two new classes of ordinary shares of US$0.001125 par value each (the
“Ordinary Shares”), being Class A Ordinary Shares (the “Class A Shares”) and Class B Ordinary Shares (the
“Class B Shares”), with each of the Class A Shares and Class B Shares having the rights and privileges set out in the
A&R M&A (as defined below), which are summarised below: |
|
(i)
holders of Class A Shares and Class B Shares will have the same rights except for voting and conversion rights; |
|
(ii)
in respect of all matters subject to vote at general meetings of the Company, each holder of Class A Shares will be entitled to one
vote per one Class A Share and each holder of Class B Shares will be entitled to 100 votes per one Class B Share; |
|
(iii)
the Class A Shares will not be convertible into shares of any other class; and |
|
(iv)
the Class B Shares will be convertible into Class A Shares at any time after issuance at the option of the holder. Each, one (1)
Class B Share will be convertible into ten (10) Class A Shares; |
|
4. |
as
an ordinary resolution, to redesignate: |
|
(i)
the 12,800,000 authorized and issued Ordinary Shares held by Nevis International B & T Sdn Bhd (the “Nevis Shares”)
as Class B Shares; |
|
(ii)
115,204,984 of the authorized and issued Ordinary Shares, not including the Nevis Shares, as Class A Shares; and |
|
(iii)
754,995,016 of the authorized but unissued Ordinary Shares as Class A Shares;
(together,
the “Share Restructure”); |
|
5. |
as
a special resolution, to amend and restate: |
|
(i)
the memorandum of association of the Company by the deletion of the existing memorandum of association in its entirety and the substitution
in its place of the amended and restated memorandum of association in the form set forth in Appendix A to this notice; and |
|
(ii)
the articles of association of the Company by the deletion of the existing articles of association in their entirety and the substitution
in their place of the amended and restated articles of association in the form set forth in Appendix A to this notice;
(together,
the “A&R M&A”); and |
|
6. |
as
an ordinary resolution, to consent, for the purposes of article 17 of the Company’s current articles of association (the “Articles”),
as applicable, to any modification of rights of the Ordinary Shares effected by the Share Restructure. |
The
Board of Directors recommends a vote “FOR” each of the Proposals No. 1–6.
VOTING
PROCEDURE FOR HOLDERS OF ORDINARY SHARES
Shareholders
entitled to vote at the Meeting may do so either in person or by proxy. Those shareholders who are unable to attend the Meeting are requested
to read, complete, sign, date, and return the attached proxy card in accordance with the instructions set out therein.
A
proxy need not be a shareholder of the Company. A proxy card is enclosed with this proxy statement. It contains important instructions
about completing and giving it to the Company.
You
must ensure that your completed and signed proxy card, and any power of attorney or other authority (if any) under which it is signed,
is deposited in accordance with the instructions set out therein. Proxy cards received after the time set out therein may be disregarded.
In
the case of joint holders, the vote of the senior who tenders a vote whether in person or by proxy (or, if a corporation or other non-natural
person, by its duly authorized representative or 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 names stand in the Company’s register of members.
If
you are a body corporate, you may (instead of appointing a proxy) appoint an individual (a representative) to act as your representative
at the Meeting. Your representative must be appointed by a resolution of your directors or other governing body. Your representative
may exercise on your behalf all of the powers that you could exercise if you were an individual shareholder of the Company.
ANNUAL
REPORT TO SHAREHOLDERS
Pursuant
to NASDAQ’s Marketplace Rules, which permit companies to make available their annual report to shareholders on or through the company’s
website, the Company posts its annual reports on the Company’s website. The annual report for the fiscal year ended September 30,
2023 (the “2023 Annual Report”) has been filed with the SEC. The Company adopted this practice to avoid the considerable
expense associated with mailing physical copies of such report to record holders. You may obtain a copy of the Company’s 2023 Annual
Report to shareholders by visiting the “Annual Filings” group under the “SEC Filings” section of the Company’s
website at ir.starboxholdings.com. If you want to receive a paper or email copy of the Company’s 2023 Annual Report to shareholders,
you must request one. There is no charge to you for requesting a copy. Please make your request for a copy to the investor relationships
contact of the Company at investors@ascent-ir.com.
PROPOSAL
NO. 1
RE-ELECTION
OF CURRENT DIRECTORS
The
Board of Directors currently consists of five members. All five current directors named below will seek re-election at the Meeting.
The
Company’s nominating and corporate governance committee recommends, and the Board of Directors concurs, that the five current directors
be re-elected.
Each
director to be re-elected will hold office until the next annual general meeting of shareholders or until his/her respective successor
is elected and duly qualified.
The
re-election of each of the five current directors will be proposed as a separate ordinary resolution of the Company.
DIRECTORS
FOR RE-ELECTION
Mr.
Lee Choon Wooi has served as our Chief Executive Officer and chairman of the board of directors since March 2022 and our director
since February 2022. Mr. Lee has extensive experience in multi-level computation systems. Since January 2020, Mr. Lee has served as the
chief executive officer at Starbox Holdings Berhad, where he is responsible for the management of day-to-day operations and high-level
strategizing and business planning. From November 2013 to September 2021, Mr. Lee served as an executive director at Teclutions Sdn.
Bhd., a multi-level marketing and e-commerce software system development company, where he was responsible for the overall management
of the company. Mr. Lee received his bachelor’s degree in Business Computing from the University of Southern Queensland in 1995.
Mr.
Khoo Kien Hoe has served as our Chief Financial Officer since March 2022 and our director since February 2022. Mr. Khoo has over
25 years of experience in corporate advisory, auditing, accounting, taxation, and company secretarial matters. Since January 2020, Mr.
Khoo has served as the chief financial officer at Starbox Holdings Berhad, where he is responsible for the company’s overall financial
management and internal control. Mr. Khoo has also served as a non-executive director at Bluetech Consultancy Sdn. Bhd. since June 2022
and served as its managing director between April 2018 and May 2022, where he was responsible for tax compliance and accounting-related
matters. Mr. Khoo has served as a non-executive director at KH Advisory Sdn. Bhd. and served as its managing director between October
2015 and May 2022 (where he resigned in September 2018 and was re-appointed in December 2020), where he was responsible for tax compliance
and accounting-related matters. Mr. Khoo is also the founder of Bizguide Corporate Services Sdn. Bhd., a Malaysia-based company specializing
in company secretarial, corporate advisory, and accounting-related matters, and has served as a non-executive director since June 2022
and served as its managing director between August 2011 and May 2022, where he was responsible for the company’s secretarial matters.
Since July 2014, Mr. Khoo has served as an independent non-executive director and the chairman of the audit committee at Sunzen Biotech
Berhad (KLSE: SUNZEN), a public listed company in Malaysia. Mr. Khoo has also been redesignated as the Chairman of the nomination committee
at Sunzen Biotech Berhad in November 2023. Since November 2021, Mr. Khoo has also served as an independent non-executive director and
the chairman of the audit committee at Scanwolf Corporation Berhad (KLSE: SCNWOLF), a public listed company in Malaysia. Mr. Khoo is
an ACCA Fellowship (FCCA) and a member of MIA in Malaysia (Chartered Accountant), and received his Certificate in Accounting with Business
Computing in 1992 and a diploma in Commerce in 1995 from Tunku Abdul Rahman College (now known as Tunku Abdul Rahman University College).
Dato’
Dr. Lai Kwong Choy has served as our independent director since February 2022. Dr. Lai has over 29 years of management experience
in the healthcare industry. Since October 2017, Dr. Lai has served as the medical officer in charge of the Emergency Department at Cengild
G.I. Medical Center in Malaysia, a healthcare provider specializing in the diagnosis and treatment of gastrointestinal and liver disease.
From May 1992 to June 2022, Dr. Lai has served as a general practitioner and partner at Klinik Tanming Jaya, a private clinic in Malaysia
he co-founded, where he is responsible for treating and managing patients. Dr Lai also co-founded a private pharmacy, Seremban Premier
Pharmacy Sdn. Bhd., in September 1997 and has since served as a partner, responsible for the general management and advisory work. Since
September 2023, Dr. Lai has served as a Director in Imperial Dental Specialist Centre. From September 2007 to August 2013, Dr. Lai served
as a board member at the Malaysia Health Promotion Board under the Ministry of Health, Malaysia, where he was responsible for the yearly
financial planning, human resource planning, and project planning of the Malaysia Health Promotion Board. He also served as the head
of the sub-committee of the Internal Audit of the Malaysia Health Promotion Board from September 2010 to August 2013. From June 2004
to May 2008, Dr. Lai also served as a local councilor at the Kajang Local Municipal Council, responsible for the yearly council planning
(which includes approval for social and economically viable projects) and budgetary as well as human resource matters of the local council.
Dr. Lai was conferred the “Darjah Indera Mahkota of Pahang” award from the Sultan of Pahang, which carries the title “Dato,”
in 2009. Dr. Lai received his M.D. degree in Medicine from the National University of Malaysia in 1988, and subsequently obtained a diploma
in Family Medicine in 2014 and participated in the Advanced Training in Family Medicine Program in 2016, both from the Academy of Family
Physicians of Malaysia.
Ms.
Sung Ming-Hsuan has served as our independent director since February 2022. Ms. Sung has extensive experience in finance and
investment and has served as the president at Skyrocket Investments LLC, a California-based investment fund, since December 2011. From
September 2007 to July 2016, she also served as a director at Taipro Corporation Ltd., a Taiwan-based company specializing in manufacturing
LED lighting products, which are largely exported to the U.S. market. From September 2005 to August 2007, Ms. Sung served as a management
consultant at Howard Hotel, the flagship of Taiwan’s largest 5-star hotel group. Ms. Sung received her bachelor’s degree
in Hospitality Management from the Collins College of Hospitality Management at California State Polytechnic University, Pomona in 2004.
Ms.
Ooi Bee Lian has served as our independent director since April 2023. Ms. Ooi has over 25 years of business and managerial experience
in the healthcare, nursing, and finance industries. She specializes in general life support interventions, marketing nutritional immunology,
and biotech products. From January 2015 to March 2022, Ms. Ooi served as the Deputy Director of Nursing for the Penang Community Haemodialysis
Society. During her tenure, she demonstrated years of progressive leadership with experience in governance, operations, strategy development,
human resources, and business development. She also served on several association-wide task forces and provided oversight for several
major board governance programs, association operational initiatives, and educational and advocacy conferences. Ms. Ooi is the founder
and has served as the Managing Director of JL Signature Sdn. Bhd., a private investment management firm focusing on real estate and technology-driven
investment holdings in Malaysia, since June 2020. Ms. Ooi received her Executive Master’s in Business Administration degree from
Lincoln University College, Malaysia, and she also holds a Diploma in Nursing from the College of Nursing, Hospital Lam Wah Ee, Malaysia
RESOLUTION
TO BE VOTED UPON
The
full text of the resolution to be proposed is as follows:
RESOLVED,
AS AN ORDINARY RESOLUTION, to re-elect each of the five directors named in this proxy statement as a director of the Company to hold
office until the next annual general meeting or until his/her respective successor is elected and duly qualified.
VOTE
REQUIRED FOR APPROVAL
The
approval of Proposal No. 1 requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a simple
majority of the Ordinary Shares who, being present and entitled to vote at the Meeting, vote at the Meeting.
Abstentions
and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as a vote cast at the Meeting.
THE
BOARD OF DIRECTORS RECOMMENDS
A
VOTE FOR
THE
RE-ELECTION OF EACH OF THE CURRENT DIRECTORS NAMED ABOVE.
PROPOSAL
NO. 2
RATIFICATION
OF
THE
APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The
Company’s audit committee appointed Enrome LLP as the Company’s independent registered public accounting firm for the fiscal
year ending September 30, 2024, and the Board of Directors concurred.
In
the event that our shareholders fail to ratify the appointment and the authorization, our audit committee will reconsider its selection.
Even if the appointment is ratified, our audit committee in its discretion may recommend the appointment of a different independent registered
public accounting firm at any time during the year if the audit committee believes that such a change would be in the best interests
of the Company and its shareholders.
The
ratification of the appointment of Enrome LLP as the Company’s independent registered public accounting firm for the fiscal year
ending September 30, 2024 will be proposed as an ordinary resolution of the Company.
RESOLUTION
TO BE VOTED UPON
The
full text of the resolution to be proposed is as follows:
RESOLVED,
AS AN ORDINARY RESOLUTION, to ratify the appointment of Enrome LLP as the Company’s independent registered public accounting firm
for the fiscal year ending September 30, 2024.
VOTE
REQUIRED FOR APPROVAL
The
approval of Proposal No. 2 requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a simple
majority of the Ordinary Shares who, being present and entitled to vote at the Meeting, vote at the Meeting.
Abstentions
and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as a vote cast at the Meeting.
THE
BOARD OF DIRECTORS AND THE AUDIT COMMITTEE RECOMMEND
A
VOTE FOR
THE
RATIFICATION OF THE APPOINTMENT
OF
ENROME
LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR
THE FISCAL YEAR ENDING SEPTEMBER 30, 2024.
PROPOSAL
NO. 3
THE
AUTHORIZATION, ESTABLISHMENT, AND DESIGNATION OF NEW CLASSES OF SHARES
The
Board of Directors approved and directed that there be submitted to the shareholders of the Company for approval, as an ordinary resolution
the Authorization, Establishment, and Designation of new classes of Shares to authorize, establish, and designate two new classes of
Ordinary Shares, being the Class A Shares and the Class B Shares.
It
is proposed that the Class A Shares and Class B Shares shall have the rights and privileges set out in the A&R M&A (defined below),
which are summarised below:
(i)
Holders of Class A Shares and Class B Shares will have the same rights except for voting and conversion rights.
(ii)
In respect of all matters subject to vote at general meetings of the Company, each holder of Class A Shares will be entitled to one vote
per one Class A Share and each holder of Class B Shares will be entitled to 100 votes per one Class B Share.
(iii)
The Class A Shares will not be convertible into shares of any other class.
(iv)
The Class B Shares will be convertible into Class A Shares at any time after issuance at the option of the holder. Each one (1) Class
B Share will be convertible into ten (10) Class A Shares.
RESOLUTION
TO BE VOTED UPON
The
full text of the resolution to be proposed is as follows:
RESOLVED,
AS AN ORDINARY RESOLUTION, to authorise, establish and designate two new classes of Ordinary Shares, being Class A Ordinary Shares (Class
A Shares) and Class B Ordinary Shares (Class B Shares), with each of the Class A Shares and Class B Shares having the following
rights and privileges which shall also be set out in the A&R M&A (defined below):
(i)
holders of Class A Shares and Class B Shares will have the same rights except for voting and conversion rights;
(ii)
in respect of all matters subject to vote at general meetings of the Company, each holder of Class A Shares will be entitled to one vote
per one Class A Share and each holder of Class B Shares will be entitled to 100 votes per one Class B Share;
(iii)
the Class A Shares will not be convertible into shares of any other class; and
(iv)
the Class B Shares will be convertible into Class A Shares at any time after issuance at the option of the holder. Each, one (1) Class
B Share will be convertible into ten (10) Class A Shares.
VOTE
REQUIRED FOR APPROVAL
The
approval of Proposal No. 3 requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a simple
majority of the Ordinary Shares who, being present and entitled to vote at the Meeting, vote at the Meeting.
Abstentions
and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as a vote cast at the Meeting.
The
Authorization, Establishment, and Designation of new classes of Shares will become effective upon approval of our shareholders.
THE
BOARD OF DIRECTORS RECOMMENDS
A
VOTE FOR
THE
AUTHORIZATION, ESTABLISHMENT, AND DESIGNATION OF NEW CLASSES OF SHARES.
PROPOSAL
NO. 4
THE
SHARE RESTRUCTURE
The
Board of Directors approved and directed that there be submitted to the shareholders of the Company for approval, as an ordinary resolution,
to redesignate:
(i)
the 12,800,000 authorized and issued Ordinary Shares held by Nevis International B & T Sdn Bhd (the “Nevis Shares”) as
Class B Shares;
(ii)
115,204,984 of the authorized and issued Ordinary Shares, not including the Nevis Shares, as Class A Shares; and
(iii)
754,995,016 of the authorized but unissued Ordinary Shares as Class A Shares,
(together,
the “Share Restructure”).
RESOLUTION
TO BE VOTED UPON
The
full text of the resolution to be proposed is as follows:
RESOLVED,
AS AN ORDINARY RESOLUTION, to redesignate:
(i)
the 12,800,000 authorized and issued Ordinary Shares held by Nevis International B & T Sdn Bhd (the “Nevis Shares”) as
Class B Shares;
(ii)
115,204,984 of the authorised and issued Ordinary Shares, not including the Nevis Shares, as Class A Shares; and
(iii)
754,995,016 of the authorised but unissued Ordinary Shares as Class A Shares.
(together,
the “Share Restructure”).
VOTE
REQUIRED FOR APPROVAL
The
approval of Proposal No. 4 requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a simple
majority of the Ordinary Shares who, being present and entitled to vote at the Meeting, vote at the Meeting.
Abstentions
and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as a vote cast at the Meeting.
The
Share Restructure will become effective upon approval of our shareholders.
The
proposed Share Restructure will not affect in any way the validity or transferability of share certificates outstanding, the capital
structure of the Company, or the trading of the Company’s shares on the NASDAQ Capital Market. If the amendment is passed by our
shareholders, it will not be necessary for shareholders to surrender their existing share certificates. Instead, when certificates are
presented for transfer, new certificates representing Class A Shares or Class B Shares, as the case may be, will be issued.
Future
issuances of Class B Shares or securities convertible into Class B Shares could have a dilutive effect on our earnings per share, book
value per share, and the voting power and interest of current holders of Ordinary Shares. In addition, the availability of additional
Class A Shares for issuance could, under certain circumstances, discourage or make more difficult any efforts to obtain control of the
Company.
THE
BOARD OF DIRECTORS RECOMMENDS
A
VOTE FOR
THE
SHARE RESTRUCTURE.
PROPOSAL
NO. 5
THE
ADOPTION OF THE A&R M&A
Article
158 of the Articles requires that a special resolution of the shareholders of the Company is required to alter or amend the current articles
of the Company in whole or in part, subject to the Companies Act (as amended) of the Cayman Islands.
In
connection with the authorisation, establishment and designation of Class A Shares and Class B Shares of the Company (Proposal No. 3)
and the Share Restructure (Proposal No. 4), it is proposed that the Company amend and restate the current memorandum and articles of
the Company to reflect the rights and privileges of the Class A Shares and Class B Shares.
The
Board of Directors have directed that there be submitted to the shareholders of the Company for approval, as a special resolution the
amendment and restatement of:
(i)
the memorandum of association of the Company by the deletion of the existing memorandum of association in its entirety and the substitution
in its place of the amended and restated memorandum of association in the form set forth in Appendix A to this notice; and
(ii)
the articles of association of the Company by the deletion of the existing articles of association in their entirety and the substitution
in their place of the amended and restated articles of association in the form set forth in Appendix A to this notice,
(together,
the “A&R M&A”).
The
A&R M&A in the form set forth in Appendix A to this notice includes:
(i)
changes to authorised share capital of the Company to reflect the Share Restructure (the subject of Proposal No. 4);
(ii)
details of the rights and privileges of the Class A Shares and Class B Shares (the subject of Proposal No. 3);
(iii)
certain changes to permit (a) the keeping of the Company’s register of members and (b) the transfer of shares, each in accordance
with the rules of a “Designated Stock Exchange”; and
(iv)
certain other minor regulatory and typographical updates.
RESOLUTION
TO BE VOTED UPON
The
full text of the resolution to be proposed is as follows:
RESOLVED,
AS A SPECIAL RESOLUTION, to amend and restate:
(i)
the memorandum of association of the Company by the deletion of the existing memorandum of association in its entirety and the substitution
in its place of the amended and restated memorandum of association in the form set forth in Appendix A to this notice; and
(ii)
the articles of association of the Company by the deletion of the existing articles of association in their entirety and the substitution
in their place of the amended and restated articles of association in the form set forth in Appendix A to this notice
(together,
the “A&R M&A”).
VOTE
REQUIRED FOR APPROVAL
The
approval of Proposal No. 5 requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of at least
two-thirds of the Ordinary Shares who, being present and entitled to vote at the Meeting, vote at the Meeting.
Abstentions
and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as a vote cast at the Meeting.
The
Adoption of the A&R M&A will become effective upon approval of our shareholders.
THE
BOARD OF DIRECTORS RECOMMENDS
A
VOTE FOR
THE
ADOPTION OF THE A&R M&A.
PROPOSAL
NO. 6
tHE
consent to the modification of ordinary share rights
The
Board of Directors approved and directed that there be submitted to the shareholders of the Company for approval, as an ordinary resolution
the Consent to Modification of Ordinary Share Rights for the holders of Ordinary Shares to consent, for the purposes of article 17 of
the Company’s current articles of association, as applicable, to any modification of rights of the Ordinary Shares effected by
the Share Restructure.
RESOLUTION
TO BE VOTED UPON
The
full text of the resolution to be proposed is as follows:
RESOLVED,
AS AN ORDINARY RESOLUTION, to consent, for the purposes of article 17 of the Company’s current articles of association, as applicable,
to any modification of rights of the Ordinary Shares effected by the Share Restructure.
VOTE
REQUIRED FOR APPROVAL
The
approval of Proposal No. 6 requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a simple
majority of the Ordinary Shares who, being present and entitled to vote at the Meeting, vote at the Meeting.
Abstentions
and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as a vote cast at the Meeting.
The
Consent to Modification of Ordinary Share Rights will become effective upon approval of our shareholders.
THE
BOARD OF DIRECTORS RECOMMENDS
A
VOTE FOR
tHE
consent to the modification of ordinary share rights.
OTHER
MATTERS
The
Board of Directors is not aware of any other matters to be submitted to the Meeting. If any other matters properly come before the Meeting,
it is the intention of the persons named in the enclosed form of proxy to vote the shares they represent as the Board of Directors may
recommend.
|
By order of the Board of Directors |
|
|
May 20, 2024 |
/s/ Lee
Choon Wooi |
|
Lee Choon Wooi |
|
Chairman of the Board of Directors |
Appendix
A
Amended
and Restated Memorandum and Articles of Association
THE
COMPANIES ACT
(As
Revised)
EXEMPTED
COMPANY LIMITED BY SHARES
Starbox
Group Holdings Ltd.
AMENDED
AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION
Gold-In
(Cayman) Co., Ltd.
Suite
102, Cannon Place, North Sound Rd., George Town, Grand Cayman, Cayman Islands
THE
COMPANIES ACT
OF
THE CAYMAN ISLANDS
EXEMPTED
COMPANY LIMITED BY SHARES
AMENDED
AND RESTATED MEMORANDUM OF ASSOCIATION
OF
Starbox
Group Holdings Ltd.
(adopted
pursuant to a Special Resolution of the Company dated _________________ 2024)
1. | The
name of the Company is Starbox Group Holdings Ltd. |
2. | The
registered office of the Company will be situated at the offices of Gold-In (Cayman) Co.,
Ltd., whose physical address is Suite 102, Cannon Place, North Sound Rd., George Town, Grand
Cayman, Cayman Islands with postal address P.O. Box 712, Grand Cayman, KY1-9006, Cayman Islands
or at such other place as the Directors may determine. |
3. | The
objects for which the Company is established are unrestricted and the Company shall have
full power and authority to carry out any object not prohibited by the Companies Act or any
other law of the Cayman Islands. |
4. | 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 the Companies
Act. |
5. | The
Company will 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 section 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. |
6. | The
liability of each Shareholder is limited to the amount, if any, unpaid on the Shares held
by such Shareholder. |
7. | The
authorised share capital of the Company is US$999,000.00 divided into 888,000,000 shares
comprising of (i) 870,200,000 Class A Shares of par value US$0.001125 each (ii) 12,800,000
Class B Shares of a par value of US$0.001125 each and (ii) 5,000,000 Preferred Shares of
a par value of US$0.001125 each. Subject to the Companies Act and the Articles, the Company
shall have power to redeem or purchase any of its Shares and to increase or reduce its authorised
share capital and to sub-divide or consolidate the said Shares or any of them and to issue
all or any part of its capital whether original, redeemed, increased or reduced with or without
any preference, priority, special privilege or other rights or subject to any postponement
of rights or to any conditions or restrictions whatsoever and so that unless the conditions
of issue shall otherwise expressly provide every issue of shares whether stated to be ordinary,
preference or otherwise shall be subject to the powers on the part of the Company hereinbefore
provided. |
8. | The
Company has the power contained in the Companies Act to deregister in the Cayman Islands
and be registered by way of continuation in some other jurisdiction. |
9. | Capitalised
terms that are not defined in this Memorandum of Association bear the same meanings as those
given in the Articles of Association of the Company. |
–
Remainder of Page Intentionally Left Blank –
THE
COMPANIES ACT
OF
THE CAYMAN ISLANDS
EXEMPTED
COMPANY LIMITED BY SHARES
AMENDED
AND RESTATED ARTICLES OF ASSOCIATION
OF
Starbox
Group Holdings Ltd.
(adopted
pursuant to a Special Resolution of the Company dated _________________ 2024)
TABLE
A
The
regulations contained or incorporated in Table ‘A’ in the First Schedule of the Companies Act shall not apply to the Company
and the following Articles shall comprise the Articles of Association of the Company.
INTERPRETATION
1. | In
these Articles the following defined terms will have the meanings ascribed to them, if not
inconsistent with the subject or context: |
“Affiliate”
means in respect of a Person, any other Person that, directly or indirectly, through one (1) or more intermediaries, controls, is
controlled by, or is under common control with, such Person, and (i) in the case of a natural person, shall include, without limitation,
such person’s spouse, parents, children, siblings, mother-in-law, father-in-law, brothers-in-law and sisters-in-law, a trust for
the benefit of any of the foregoing, and a corporation, partnership or any other entity wholly or jointly owned by any of the foregoing,
and (ii) in the case of an entity, shall include a partnership, a corporation or any other entity or any natural person which directly,
or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such entity. The term
“control” shall mean the ownership, directly or indirectly, of shares possessing more than fifty per cent (50%) of the voting
power of the corporation, partnership or other entity (other than, in the case of a corporation, securities having such power only by
reason of the happening of a contingency), or having the power to control the management or elect a majority of members to the board
of directors or equivalent decision-making body of such corporation, partnership or other entity;
“Articles”
means these articles of association of the Company, as amended or substituted from time to time;
“Board”
and “Board of Directors” and “Directors”
| - | means
the directors of the Company for the time being, or as the case may be, the directors assembled
as a board or as a committee thereof, |
“Chairman”
means the chairman of the Board of Directors;
“Class”
or “Classes” means any class or classes of Shares as may from time to time be issued by the Company;
“Class
A Share” means a Class A ordinary share of a par value of US$0.001125 in the capital of the Company, having the rights provided
for in these Articles;
“Class
B Share” means a Class B ordinary share of a par value of US$0.001125 in the capital of the Company, having the rights provided
for in these Articles;
“Commission”
means the Securities and Exchange Commission of the United States of America or any other federal agency for the time being administering
the Securities Act;
“Company”
means Starbox Group Holdings Ltd., a Cayman Islands exempted company;
“Companies
Act” means the Companies Act (as amended) of the Cayman Islands;
“Company’s
Website” means the main corporate/investor relations website of the Company, the address or domain name of which has been disclosed
in any registration statement filed by the Company with the Commission in connection with its initial public offering of Shares, or which
has otherwise, been notified to Shareholders;
“Designated
Stock Exchange” means the stock exchange in the United States on which any Shares or are listed for trading and any other stock
exchange as the Directors may determine from time to time;
“Designated
Stock Exchange Rules” means the relevant code, rules and regulations, as amended, from time to time, applicable as a result
of the original and continued listing of any Shares on the Designated Stock Exchange;
“electronic”
has the meaning given to it in the Electronic Transactions Act and any amendment thereto or re-enactments thereof for the time being
in force and includes every other law incorporated therewith or substituted therefor;
“electronic
communication” means electronic posting to the Company’s Website, transmission to any number, address or internet website
or other electronic delivery methods as otherwise decided and approved by not less than two-thirds of the vote of the Board;
“Electronic
Transactions Act” means the Electronic Transactions Act (as amended) of the Cayman Islands;
“electronic
record” has the meaning given to it in the Electronic Transactions Act and any amendment thereto or re-enactments thereof for
the time being in force and includes every other law incorporated therewith or substituted therefor;
“Memorandum
of Association” means the memorandum of association of the Company, as amended or substituted from time to time;
“Ordinary
Resolution”
means
a resolution:
(a)
passed by a simple majority of the votes cast by such Shareholders as, being entitled to do so, vote in person or, where proxies are
allowed, by proxy or, in the case of corporations, by their duly authorised representatives, at a general meeting of the Company held
in accordance with these Articles; or
(b)
approved in writing by all of the Shareholders entitled to vote at a general meeting of the Company in one or more instruments each signed
by one or more of the Shareholders and the effective date of the resolution so adopted shall be the date on which the instrument, or
the last of such instruments, if more than one, is executed;
“paid
up” means paid up as to the par value in respect of the issue of any Shares and includes credited as paid up;
“Person”
means any natural person, firm, company, joint venture, partnership, corporation, association or other entity (whether or not having
a separate legal personality) or any of them as the context so requires;
“Preferred
Share” means a Preferred Share of a par value of US$0.001125 in the capital of the Company;
“Register”
means the register of Members of the Company maintained in accordance with the Companies Act;
“Registered
Office” means the registered office of the Company as required by the Companies Act;
“Seal”
means the common seal of the Company (if adopted) including any facsimile thereof;
“Secretary”
means any Person appointed by the Directors to perform any of the duties of the secretary of the Company;
“Securities
Act” means the Securities Act of 1933 of the United States of America, as amended, or any similar federal statute and the rules
and regulations of the Commission thereunder, all as the same shall be in effect at the time;
“Share”
means a share in the capital of the Company. All references to “Shares” herein shall be deemed to be Shares of any or
all Classes as the context may require. For the avoidance of doubt in these Articles the expression “Share” shall include
a fraction of a Share;
“Shareholder”
or “Member” means a Person who is registered as the holder of one or more Shares in the Register;
“Share
Premium Account” means the share premium account established in accordance with these Articles and the Companies Act;
“signed”
means bearing a signature or representation of a signature affixed by mechanical means or an electronic symbol or process attached
to or logically associated with an electronic communication and executed or adopted by a person with the intent to sign the electronic
communication;
“Special
Resolution” means a special resolution of the Company passed in accordance with the Companies Act, being a resolution:
(a)
passed by not less than two-thirds of the votes cast by such Shareholders as, being entitled to do so, vote in person or, where proxies
are allowed, by proxy or, in the case of corporations, by their duly authorised representatives, at a general meeting of the Company
of which notice specifying the intention to propose the resolution as a special resolution has been duly given; or
(b)
approved in writing by all of the Shareholders entitled to vote at a general meeting of the Company in one or more instruments each signed
by one or more of the Shareholders and the effective date of the special resolution so adopted shall be the date on which the instrument
or the last of such instruments, if more than one, is executed;
“Treasury
Share” means a Share held in the name of the Company as a treasury share in accordance with the Companies Act; and
“United
States” means the United States of America, its territories, its possessions and all areas subject to its jurisdiction.
2. | In
these Articles, save where the context requires otherwise: |
(a)
words importing the singular number shall include the plural number and vice versa;
(b)
words importing the masculine gender only shall include the feminine gender and any Person as the context may require;
(c)
the word “may” shall be construed as permissive and the word “shall” shall be construed as imperative;
(d)
reference to a dollar or dollars (or US$) and to a cent or cents is reference to dollars and cents of the United States of America;
(e)
reference to a statutory enactment shall include reference to any amendment or re-enactment thereof for the time being in force;
(f)
reference to any determination by the Directors shall be construed as a determination by the Directors in their sole and absolute discretion
and shall be applicable either generally or in any particular case;
(g)
reference to “in writing” shall be construed as written or represented by any means reproducible in writing, including any
form of print, lithograph, email, facsimile, photograph or telex or represented by any other substitute or format for storage or transmission
for writing including in the form of an electronic record or partly one and partly another;
(h)
any requirements as to delivery under these Articles include delivery in the form of an electronic record or an electronic communication;
(i)
any requirements as to execution or signature under these Articles, including the execution of the Articles themselves, can be satisfied
in the form of an electronic signature as defined in the Electronic Transaction Act; and
(j)
Sections 8 and 19(3) of the Electronic Transactions Act shall not apply.
3. | Subject
to the last two preceding Articles, any words defined in the Companies Act shall, if not
inconsistent with the subject or context, bear the same meaning in these Articles. |
PRELIMINARY
4. | The
business of the Company may be conducted as the Directors see fit. |
5. | The
Registered Office shall be at such address in the Cayman Islands as the Directors may from
time to time determine. The Company may in addition establish and maintain such other offices
and places of business and agencies in such places as the Directors may from time to time
determine. |
6. | The
expenses incurred in the formation of the Company and in connection with the offer for subscription
and issue of Shares shall be paid by the Company. Such expenses may be authorised over such
period as the Directors may determine and the amount so paid shall be charged against income
and/or capital in the accounts of the Company as the Directors shall determine. |
7. | The
Directors shall keep, or cause to be kept, the Register at such place as the Directors may
from time to time determine and, in the absence of any such determination, the Register shall
be kept at the Registered Office. Subject to the absolute discretion of the Directors, such
register may be kept in accordance with the Designated Stock Exchange Rules. |
SHARES
8. | Subject
to these Articles, all Shares for the time being unissued shall be under the control of the
Directors who may, in their absolute discretion and without the approval of the Members,
cause the Company to: |
(a)
issue, allot and dispose of Shares (including, without limitation, preferred shares) (whether in certificated form or non-certificated
form) to such Persons, in such manner, on such terms and having such rights and being subject to such restrictions as they may from time
to time determine;
(b)
grant rights over Shares or other securities to be issued in one or more classes or series as they deem necessary or appropriate and
determine the designations, powers, preferences, privileges and other rights attaching to such Shares or securities, including dividend
rights, voting rights, conversion rights, terms of redemption and liquidation preferences, any or all of which may be greater than the
powers, preferences, privileges and rights associated with the then issued and outstanding Shares, at such times and on such other terms
as they think proper, and
(c)
grant options with respect to Shares and issue warrants, convertible securities or similar instruments with respect thereto.
9. | The
Directors may authorise the division of Shares into any number of Classes and the different
Classes shall be authorised, established and designated (or re-designated as the case may
be) and the variations in the relative rights (including, without limitation, voting, dividend
and redemption rights), restrictions, preferences, privileges and payment obligations as
between the different Classes (if any) may be fixed and determined by the Directors or by
an Ordinary Resolution. The Directors may issue Shares with such preferred or other rights,
all or any of which may be greater than the rights of Class A Shares, at such time and on
such terms as they may think appropriate. Notwithstanding Article 19, the Directors may issue
from time to time, out of the authorised share capital of the Company (other than the authorised
but unissued Class A Shares), series of preferred shares in their absolute discretion and
without approval of the Members; provided, however, before any preferred shares of any such
series are issued, the Directors shall by resolution of Directors determine, with respect
to any series of preferred shares, the terms and rights of that series, including: |
(a)
the designation of such series, the number of preferred shares to constitute such series and the subscription price thereof if different
from the par value thereof,
(b)
whether the preferred shares of such series shall have voting rights, in addition to any voting rights provided by law, and, if so, the
terms of such voting rights, which may be general or limited;
(c)
the dividends, if any, payable on such series, whether any such dividends shall be cumulative, and, if so, from what dates, the conditions
and dates upon which such dividends shall be payable, and the preference or relation which such dividends shall bear to the dividends
payable on any shares of any other class or any other series of shares;
(d)
whether the preferred shares of such series shall be subject to redemption by the Company, and, if so, the times, prices and other conditions
of such redemption;
(e)
whether the preferred shares of such series shall have any rights to receive any part of the assets available for distribution amongst
the Members upon the liquidation of the Company, and, if so, the terms of such liquidation preference, and the relation which such liquidation
preference shall bear to the entitlements of the holders of shares of any other class or any other series of shares;
(f)
whether the preferred shares of such series shall be subject to the operation of a retirement or sinking fund and, if so, the extent
to and manner in which any such retirement or sinking fund shall be applied to the purchase or redemption of the preferred shares of
such series for retirement or other corporate purposes and the terms and provisions relative to the operation thereof,
(g)
whether the preferred shares of such series shall be convertible into, or exchangeable for, shares of any other class or any other series
of preferred shares or any other securities and, if so, the price or prices or the rate or rates of conversion or exchange and the method,
if any, of adjusting the same, and any other terms and conditions of conversion or exchange;
(h)
the limitations and restrictions, if any, to be effective while any preferred shares of such series are outstanding upon the payment
of dividends or the making of other distributions on, and upon the purchase, redemption or other acquisition by the Company of, the existing
shares or shares of any other class of shares or any other series of preferred shares;
(i)
the conditions or restrictions, if any, upon the creation of indebtedness of the Company or upon the issue of any additional shares,
including additional shares of such series or of any other class of shares or any other series of preferred shares; and
(j)
any other powers, preferences and relative, participating, optional and other special rights, and any qualifications, limitations and
restrictions thereof,
and,
for such purposes, the Directors may reserve an appropriate number of Shares for the time being unissued. The Company shall not issue
Shares to bearer.
10. | The
Company may insofar as may be permitted by law, pay a commission to any Person in consideration
of his subscribing or agreeing to subscribe whether absolutely or conditionally for any Shares.
Such commissions may be satisfied by the payment of cash or the lodgement of fully or partly
paid-up Shares or partly in one way and partly in the other. The Company may also pay such
brokerage as may be lawful on any issue of Shares. |
11. | The
Directors may refuse to accept any application for Shares, and may accept any application
in whole or in part, for any reason or for no reason. |
CLASS
A SHARES, CLASS B SHARES AND PREFERRED SHARES
12. | Each
Class A Share shall entitle the holder thereof to one (1) vote on all matters subject to
vote at general meetings of the Company, each Class B Share shall entitle the holder to one
hundred (100) votes on all matters subject to vote at general meetings of the Company and
each Preferred Share shall entitle the holder thereof to two (2) votes on all matters subject
to vote at general meetings of the Company. |
13. | Each
Class B Share is convertible into ten (10) Class A Shares at any time at the option of the
holder thereof. The right to convert shall be exercisable by the holder of the Class B Share
delivering a written notice to the Company that such holder elects to convert a specified
number of Class B Shares into Class A Shares. In no event shall Class A Shares be convertible
into Class B Shares. |
14. | Upon
any sale, transfer, assignment or disposition of any Class B Share by a Shareholder to any
person who is not an Affiliate of such Shareholder, or upon a change of control of any Class
B Share to any Person who is not an Affiliate of the registered shareholder of such Share,
such Class B Share shall be automatically and immediately converted into ten (10) Class A
Shares. For the avoidance of doubt, (i) a sale, transfer, assignment or disposition. shall
be effective upon the Company’s registration of such sale, transfer, assignment or
disposition in its Register, and (ii) the creation of any pledge, charge, encumbrance or
other third party right of whatever description on any Class B Share to secure a holder’s
contractual or legal obligations shall not be deemed as a sale, transfer, assignment or disposition
unless and until any such pledge, charge, encumbrance or other third party right is enforced
and results in the third party holding legal title to the relevant Class B Shares, in which
case all the related Class B Shares shall be automatically converted into the same number
of Class A Shares. |
15. | Each
Preferred Share is convertible into one (1) Class A Share at any time at the option of the
holder thereof. The right to convert shall be exercisable by the holder of the Preferred
Share delivering a written notice to the Company that such holder elects to convert a specified
number of Preferred Share into Class A Shares. In no event shall Class A Shares be convertible
into Preferred Shares. |
16. | Upon
any sale, transfer, assignment or disposition of any Preferred Share by a Shareholder to
any person who is not an Affiliate of such Shareholder, or upon a change of control of any
Preferred Share to any Person who is not an Affiliate of the registered shareholder of such
Share, such Preferred Share shall be automatically and immediately converted into one Class
A Share. For the avoidance of doubt, (i) a sale, transfer, assignment or disposition. shall
be effective upon the Company’s registration of such sale, transfer, assignment or
disposition in its Register, and (ii) the creation of any pledge, charge, encumbrance or
other third party right of whatever description on any Preferred Share to secure a holder’s
contractual or legal obligations shall not be deemed as a sale, transfer, assignment or disposition
unless and until any such pledge, charge, encumbrance or other third party right is enforced
and results in the third party holding legal title to the relevant Preferred Shares, in which
case all the related Preferred Shares shall be automatically converted into the same number
of Class A Shares. |
17. | Any
conversion of Class B Shares or Preferred Shares into Class A Shares pursuant to these Articles
shall be effected by means of the re-designation of each relevant Class B Share or Preferred
Share (as applicable) as a Class A Share. Such conversion shall become effective forthwith
upon entries being made in the Register to record the re-designation of the relevant Class
B Shares or Preferred Shares (as applicable) as Class A Shares. |
18. | Save
and except for voting rights and conversion rights as set out in Articles 12 to 17 (inclusive),
the Class A Shares, the Class B Shares and the Preferred Shares shall rank pari passu with
one another and shall have the same rights, preferences, privileges and restrictions. |
MODIFICATION
OF RIGHTS
19. | Whenever
the capital of the Company is divided into different Classes, the rights attached to any
such Class may, subject to any rights or restrictions for the time being attached to any
Class, only be materially adversely varied with the consent in writing of the holders of
all of the issued Shares of that Class or with the sanction of an Ordinary Resolution passed
at a separate meeting of the holders of the Shares of that Class. To every such separate
meeting all the provisions of these Articles relating to general meetings of the Company
or to the proceedings thereat shall, mutatis mutandis, apply, except that the necessary quorum
shall be one or more Persons holding or representing by proxy at least one-third in nominal
or par value amount of the issued Shares of the relevant Class (but so that if at any adjourned
meeting of such holders a quorum as above defined is not present, those Shareholders who
are present shall form a quorum) and that, subject to any rights or restrictions for the
time being attached to the Shares of that Class, every Shareholder of the Class shall on
a poll have one vote for each Share of the Class held by him. For the purposes of this Article,
the Directors may treat all the Classes or any two or more Classes as forming one Class if
they consider that all such Classes would be affected in the same way by the proposals under
consideration, but in any other case shall treat them as separate Classes. |
20. | The
rights conferred upon the holders of the Shares of any Class issued with preferred or other
rights shall not, subject to any rights or restrictions for the time being attached to the
Shares of that Class, be deemed to be materially adversely varied by, inter alia, the creation,
allotment or issue of further Shares ranking pari passu with or subsequent to them or the
redemption or purchase of any Shares of any Class by the Company. The rights of the holders
of Shares shall not be deemed to be materially adversely varied by the creation or issue
of Shares with preferred or other rights including, without limitation, the creation of Shares
with enhanced or weighted voting rights. |
CERTIFICATES
21. | Every
Person whose name is entered as a Member in the Register may, without payment and upon its
written request, request a certificate within two calendar months after allotment or lodgement
of transfer (or within such other period as the conditions of issue shall provide) in the
form determined by the Directors. All certificates shall specify the Share or Shares held
by that Person, provided that in respect of a Share or Shares held jointly by several persons,
the Company shall not be bound to issue more than one certificate, and delivery of a certificate
for a Share to one of several joint holders shall be sufficient delivery to all. All certificates
for Shares shall be delivered personally or sent through the post addressed to the Member
entitled thereto at the Member’s registered address as appearing in the Register. |
22. | Every
share certificate of the Company shall bear legends required under the applicable laws, including
the Securities Act. |
23. | Any
two or more certificates representing Shares of any one Class held by any Member may at the
Member’s request be cancelled and a single new certificate for such Shares issued in
lieu on payment (if the Directors shall so require) of one dollar (US$1.00) or such smaller
sum as the Directors shall determine. |
24. | 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, subject to delivery up of the old certificate or (if alleged to have been lost,
stolen or destroyed) compliance with such conditions as to evidence and indemnity and the
payment of out-of-pocket expenses of the Company in connection with the request as the Directors
may think fit. |
25. | In
the event that Shares are held jointly by several persons, any request may be made by any
one of the joint holders and if so made shall be binding on all of the joint holders. |
FRACTIONAL
SHARES
26. | The
Directors may issue fractions of a Share and, if so issued, a fraction of a Share shall be
subject to and carry the corresponding fraction of liabilities (whether with respect to nominal
or par value, premium, contributions, calls or otherwise), limitations, preferences, privileges,
qualifications, restrictions, rights (including, without prejudice to the generality of the
foregoing, voting and participation rights) and other attributes of a whole Share. If more
than one fraction of a Share of the same Class is issued to or acquired by the same Shareholder
such fractions shall be accumulated. |
LIEN
27. | The
Company has a first and paramount lien on every Share (whether or not fully paid) for all
amounts (whether presently payable or not) payable at a fixed time or called in respect of
that Share. The Company also has a first and paramount lien on every Share registered in
the name of a Person indebted or under liability to the Company (whether he is the sole registered
holder of a Share or one of two or more joint holders) for all amounts owing by him or his
estate to the Company (whether or not presently payable). The Directors may at any time declare
a Share to be wholly or in part exempt from the provisions of this Article. The Company’s
lien on a Share extends to any amount payable in respect of it, including but not limited
to dividends. |
28. | The
Company may sell, in such manner as the Directors in their absolute discretion think fit,
any Share on which the Company has a lien, but no sale shall be made unless an amount in
respect of which the lien exists is presently payable nor until the expiration of fourteen
calendar days after a notice in writing, demanding payment of such part of the amount in
respect of which the lien exists as is presently payable, has been given to the registered
holder for the time being of the Share, or the Persons entitled thereto by reason of his
death or bankruptcy. |
29. | For
giving effect to any such sale, the Directors may authorise a Person to transfer the Shares
sold to the purchaser thereof. The purchaser shall be registered as the holder of the Shares
comprised in any such transfer and he shall not be bound to see to the application of the
purchase money, nor shall his title to the Shares be affected by any irregularity or invalidity
in the proceedings in reference to the sale. |
30. | The
proceeds of the sale after deduction of expenses, fees and commission incurred by the Company
shall be received by the Company and applied in payment of such part of the amount in respect
of which the lien exists as is presently payable, and the residue shall (subject to a like
lien for sums not presently payable as existed upon the Shares prior to the sale) be paid
to the Person entitled to the Shares immediately prior to the sale. |
CALLS
ON SHARES
31. | Subject
to the terms of the allotment, the Directors may from time to time make calls upon the Shareholders
in respect of any moneys unpaid on their Shares, and each Shareholder shall (subject to receiving
at least fourteen calendar days’ notice specifying the time or times of payment) pay
to the Company at the time or times so specified the amount called on such Shares. A call
shall be deemed to have been made at the time when the resolution of the Directors authorising
such call was passed. |
32. | The
joint holders of a Share shall be jointly and severally liable to pay calls in respect thereof. |
33. | If
a sum called in respect of a Share is not paid before or on the day appointed for payment
thereof, the Person from whom the sum is due shall pay interest upon the sum at the rate
of eight percent per annum from the day appointed for the payment thereof to the time of
the actual payment, but the Directors shall be at liberty to waive payment of that interest
wholly or in part. |
34. | The
provisions of these Articles as to the liability of joint holders and as to payment of interest
shall apply in the case of non-payment of any sum which, by the terms of issue of a Share,
becomes payable at a fixed time, whether on account of the amount of the Share, or by way
of premium, as if the same had become payable by virtue of a call duly made and notified. |
35. | The
Directors may make arrangements with respect to the issue of partly paid Shares for a difference
between the Shareholders, or the particular Shares, in the amount of calls to be paid and
in the times of payment. |
36. | The
Directors may, if they think fit, receive from any Shareholder willing to advance the same
all or any part of the moneys uncalled and unpaid upon any partly paid Shares held by him,
and upon all or any of the moneys so advanced may (until the same would, but for such advance,
become presently payable) pay interest at such rate (not exceeding without the sanction of
an Ordinary Resolution, eight percent per annum) as may be agreed upon between the Shareholder
paying the sum in advance and the Directors. No such sum paid in advance of calls shall entitle
the Member paying such sum to any portion of a dividend declared in respect of any period
prior to the date upon which such sum would, but for such payment, become presently payable. |
FORFEITURE
OF SHARES
37. | If
a Shareholder fails to pay any call or instalment of a call-in respect of partly paid Shares
on the day appointed for payment, the Directors may, at any time thereafter during such time
as any part of such call or instalment remains unpaid, serve a notice on him requiring payment
of so much of the call or instalment as is unpaid, together with any interest which may have
accrued. |
38. | The
notice shall name a further day (not earlier than the expiration of fourteen calendar days
from the date of the notice) on or before which the payment required by the notice is to
be made, and shall state that in the event of non-payment at or before the time appointed,
the Shares in respect of which the call was made will be liable to be forfeited. |
39. | If
the requirements of any such notice as aforesaid are not complied with, any Share in respect
of which the notice has been given may at any time thereafter, before the payment required
by notice has been made, be forfeited by a resolution of the Directors to that effect. |
40. | A
forfeited Share may be sold or otherwise disposed of on such terms and in such manner as
the Directors think fit, and at any time before a sale or disposition the forfeiture may
be cancelled on such terms as the Directors think fit. |
41. | A
Person whose Shares have been forfeited shall cease to be a Shareholder in respect of the
forfeited Shares, but shall, notwithstanding, remain liable to pay to the Company all moneys
which at the date of forfeiture were payable by him to the Company in respect of the Shares
forfeited, but his liability shall cease if and when the Company receives payment in full
of the amount unpaid on the Shares forfeited. |
42. | A
certificate in writing under the hand of a Director that a Share has been duly forfeited
on a date stated in the certificate shall be conclusive evidence of the facts in the declaration
as against all Persons claiming to be entitled to the Share. |
43. | The
Company may receive the consideration, if any, given for a Share on any sale or disposition
thereof pursuant to the provisions of these Articles as to forfeiture and may execute a transfer
of the Share in favour of the Person to whom the Share is sold or disposed of and that Person
shall be registered as the holder of the Share and shall not be bound to see to the application
of the purchase money, if any, nor shall his title to the Shares be affected by any irregularity
or invalidity in the proceedings in reference to the disposition or sale. |
44. | The
provisions of these Articles as to forfeiture shall apply in the case of non-payment of any
sum which by the terms of issue of a Share becomes due and payable, whether on account of
the amount of the Share, or by way of premium, as if the same had been payable by virtue
of a call duly made and notified. |
TRANSFER
OF SHARES
The
instrument of transfer of any Share shall be in writing and in any usual or common form or such other form as the Directors may, in their
absolute discretion, approve and be executed by or on behalf of the transferor and if in respect of a nil or partly paid up Share, or
if so required by the Directors, shall also be executed on behalf of the transferee and shall be accompanied by the certificate (if any)
of the Shares to which it relates and such other evidence as the Directors may reasonably require to show the right of the transferor
to make the transfer. Notwithstanding the foregoing, and at the absolute discretion of the Directors, transfer of any Shares through
electronic transfer as recognised by the Designated Stock Exchange shall be deemed to satisfy the requirement for form of instrument
of transfer hereunder. The transferor shall be deemed to remain a Shareholder until the name of the transferee is entered in the Register
in respect of the relevant Shares.
45. | i)
The Directors may in their absolute discretion decline to register any transfer of Shares
which is not fully paid up or on which the Company has a lien. |
(a)
The Directors may also decline to register any transfer of any Share unless:
(i)
the instrument of transfer is lodged with the Company, accompanied by the certificate for the Shares to which it relates and such other
evidence as the Board may reasonably require to show the right of the transferor to make the transfer;
(ii)
the instrument of transfer is in respect of only one Class of Shares;
(iii)
the instrument of transfer is properly stamped, if required;
(iv)
in the case of a transfer to joint holders, the number of joint holders to whom the Share is to be transferred does not exceed four,
and
(v)
a fee of such maximum sum as the Designated Stock Exchange may determine to be payable, or such lesser sum as the Board of Directors
may from time to time require, is paid to the Company in respect thereof.
46. | The
registration of transfers may, on ten calendar days’ notice being given by advertisement
in such one or more newspapers, by electronic means or by any other means in accordance with
the Designated Stock Exchange Rules, be suspended and the Register closed at such times and
for such periods as the Directors may, in their absolute discretion, from time to time determine,
provided always that such registration of transfer shall not be suspended nor the Register
closed for more than thirty calendar days in any calendar year. |
47. | All
instruments of transfer that are registered shall be retained by the Company. If the Directors
refuse to register a transfer of any Shares, they shall within three calendar months after
the date on which the instrument of transfer was lodged with the Company send notice of the
refusal to each of the transferor and the transferee. |
TRANSMISSION
OF SHARES
48. | The
legal personal representative of a deceased sole holder of a Share shall be the only Person
recognised by the Company as having any title to the Share. In the case of a Share registered
in the name of two or more holders, the survivors or survivor, or the legal personal representatives
of the deceased survivor, shall be the only Person recognised by the Company as having any
title to the Share. |
49. | Any
Person becoming entitled to a Share in consequence of the death or bankruptcy of a Shareholder
shall, upon such evidence being produced as may from time to time be required by the Directors,
have the right either to be registered as a Shareholder in respect of the Share or, instead
of being registered himself, to make such transfer of the Share as the deceased or bankrupt
Person could have made; but the Directors shall, in either case, have the same right to decline
or suspend registration as they would have had in the case of a transfer of the Share by
the deceased or bankrupt Person before the death or bankruptcy. |
50. | A
Person becoming entitled to a Share by reason of the death or bankruptcy of a Shareholder
shall be entitled to the same dividends and other advantages to which he would be entitled
if he were the registered Shareholder, except that he shall not, before being registered
as a Shareholder in respect of the Share, be entitled in respect of it to exercise any right
conferred by membership in relation to meetings of the Company, provided however, that the
Directors may at any time give notice requiring any such person to elect either to be registered
himself or to transfer the Share, and if the notice is not complied with within ninety calendar
days, the Directors may thereafter withhold payment of all dividends, bonuses or other monies
payable in respect of the Share until the requirements of the notice have been complied with. |
REGISTRATION
OF EMPOWERING INSTRUMENTS
51. | The
Company shall be entitled to charge a fee not exceeding one dollar (US$1.00) on the registration
of every probate, letters of administration, certificate of death or marriage, power of attorney,
notice in lieu of distringas, or other instrument. |
ALTERATION
OF SHARE CAPITAL
52. | The
Company may from time to time by Ordinary Resolution increase the share capital by such sum,
to be divided into Shares of such Classes and amount, as the resolution shall prescribe. |
53. | The
Company may by Ordinary Resolution: |
(a)
increase its share capital by new Shares of such amount as it thinks expedient;
(b)
consolidate and divide all or any of its share capital into Shares of a larger amount than its existing Shares;
(c)
subdivide its Shares, or any of them, into Shares of an amount smaller than that fixed by the Memorandum, provided that in the subdivision
the proportion between the amount paid and the amount, if any, unpaid on each reduced Share shall be the same as it was in case of the
Share from which the reduced Share is derived; and
(d)
cancel any Shares that, at the date of the passing of the resolution, have not been taken or agreed to be taken by any Person and diminish
the amount of its share capital by the amount of the Shares so cancelled.
Unless
the Board in its sole discretion determines otherwise, all new Shares created in accordance with the provisions of the preceding Article
shall be subject to the same provisions of these Articles with reference to the payment of calls, liens, transfer, transmission, forfeiture
and otherwise as the Shares in the original share capital. The Board may settle as they consider expedient any difficulty which arises
in relation to any consolidation and division under the 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.
54. | The
Company may by Special Resolution reduce its share capital and any capital redemption reserve
in any manner authorised by law. |
REDEMPTION,
PURCHASE AND SURRENDER OF SHARES
55. | Subject
to the provisions of the Companies Act and these Articles, the Company may: |
(a)
issue Shares that are to be redeemed or are liable to be redeemed at the option of the Shareholder or the Company. The redemption of
Shares shall be effected in such manner and upon such terms as may be determined, before the issue of such Shares, by either the Board
or by the Shareholders by Special Resolution;
(b)
purchase its own Shares (including any redeemable Shares) on such terms and in such manner and terms as have been approved by the Board
or by the Members by Ordinary Resolution, or are otherwise authorised by these Articles; and
(c)
make a payment in respect of the redemption or purchase of its own Shares in any manner permitted by the Companies Act, including out
of capital.
56. | The
purchase of any Share shall not oblige the Company to purchase any other Share other than
as may be required pursuant to applicable law and any other contractual obligations of the
Company. |
57. | The
holder of the Shares being purchased shall be bound to deliver up to the Company the certificate(s)
(if any) thereof for cancellation and thereupon the Company shall pay to him the purchase
or redemption monies or consideration in respect thereof. |
58. | The
Directors may accept the surrender for no consideration of any fully paid Share. |
TREASURY
SHARES
59. | The
Directors may, prior to the purchase, redemption or surrender of any Share, determine that
such Share shall be held as a Treasury Share. |
60. | The
Directors may determine to cancel a Treasury Share or transfer a Treasury Share on such terms
as they think proper (including, without limitation, for nil consideration). |
In
the event that the Directors do not specify that the relevant Shares are to be held as Treasury Shares, such Shares shall be cancelled.
GENERAL
MEETINGS
61. | All
general meetings other than annual general meetings shall be called extraordinary general
meetings. |
62. | i)
The Company may (but shall not be obliged to, unless as required by applicable law or Designated
Stock Exchange Rules) in each calendar year hold a general meeting as its annual general
meeting and shall specify the meeting as such in the notices calling it. The annual general
meeting shall be held at such time and place as may be determined by the Directors. |
(a)
At these meetings the report of the Directors (if any) shall be presented.
63. | i)
The Chairman or a majority of the Directors may call general meetings, and they shall on
a Shareholders’ requisition forthwith proceed to convene an extraordinary general meeting
of the Company. |
(a)
A Shareholders’ requisition is a requisition of Members holding at the date of deposit of the requisition Shares which carry in
aggregate not less than one-third (1/3) of all votes attaching to all issued and outstanding Shares of the Company that as at the date
of the deposit carry the right to vote at general meetings of the Company.
(b)
The requisition must state the objects of the meeting and must be signed by the requisitionists and deposited at the Registered Office,
and may consist of several documents in like form each signed by one or more requisitionists.
(c)
If there are no Directors as at the date of the deposit of the Shareholders’ requisition, or if the Directors do not within twenty-one
(21) calendar days from the date of the deposit of the requisition duly proceed to convene a general meeting to be held within a further
forty-five (45) calendar days, the requisitionists, or any of them representing more than one-half of the total voting rights of all
of them, may themselves convene a general meeting, but any meeting so convened shall not be held after the expiration of two calendar
months after the expiration of the said forty-five (45) calendar days.
(d)
A general meeting convened as aforesaid by requisitionists shall be convened in the same manner as nearly as possible as that in which
general meetings are to be convened by Directors.
NOTICE
OF GENERAL MEETINGS
64. | At
least seven (7) calendar days’ notice shall be given for any general meeting. Every
notice shall be exclusive of the day on which it is given or deemed to be given and of the
day for which it is given and shall specify the place, the day and the hour of the meeting
and the general nature of the business and shall be given in the manner hereinafter mentioned
or in such other manner if any as may be prescribed by the Company, provided that a general
meeting of the Company shall, whether or not the notice specified in this Article has been
given and whether or not the provisions of these Articles regarding general meetings have
been complied with, be deemed to have been duly convened if it is so agreed: |
(a)
in the case of an annual general meeting, by all the Shareholders (or their proxies) entitled to attend and vote thereat; and
(b)
in the case of an extraordinary general meeting, by two-thirds (2/3rd) of the Shareholders having a right to attend and vote at the meeting,
present in person or by proxy or, in the case of a corporation or other non-natural person, by its duly authorised representative or
proxy.
65. | The
accidental omission to give notice of a meeting to or the non-receipt of a notice of a meeting
by any Shareholder shall not invalidate the proceedings at any meeting. |
PROCEEDINGS
AT GENERAL MEETINGS
66. | No
business except for the appointment of a chairman for the meeting shall be transacted at
any general meeting unless a quorum of Shareholders is present at the time when the meeting
proceeds to business. One or more Shareholders holding Shares which carry in aggregate (or
representing by proxy) not less than one-third of all votes attaching to all Shares in issue
and entitled to vote at such general meeting, present in person or by proxy or, if a corporation
or other non-natural person, by its duly authorised representative, shall be a quorum for
all purposes. |
67. | If
within half an hour from the time appointed for the meeting a quorum is not present, the
meeting shall be dissolved. |
68. | If
the Directors wish to make this facility available for a specific general meeting or all
general meetings of the Company, participation in any general meeting of the Company may
be by means of a telephone or similar communication equipment by way of which all Persons
participating in such meeting can communicate with each other and such participation shall
be deemed to constitute presence in person at the meeting. |
69. | The
Chairman, if any, of the Board of Directors shall preside as chairman at every general meeting
of the Company. |
70. | If
there is no such Chairman of the Board of Directors, or if at any general meeting he is not
present within fifteen minutes after the time appointed for holding the meeting or is unwilling
to act as chairman of the meeting, any Director or Person nominated by the Directors shall
preside as chairman of that meeting, failing which the Shareholders present in person or
by proxy shall choose any Person present to be chairman of that meeting. |
71. | The
chairman may with the consent of any general meeting at which a quorum is present (and shall
if so directed by the meeting) adjourn a meeting from time to time and from place to place,
but no business shall be transacted at any adjourned meeting other than the business left
unfinished at the meeting from which the adjournment took place. When a meeting, or adjourned
meeting, is adjourned for fourteen (14) calendar days or more, notice of the adjourned meeting
shall be given as in the case of an original meeting. Save as aforesaid it shall not be necessary
to give any notice of an adjournment or of the business to be transacted at an adjourned
meeting. |
72. | The
Directors may cancel or postpone any duly convened general meeting at any time prior to such
meeting, except for general meetings requisitioned by the Shareholders in accordance with
these Articles, for any reason or for no reason, upon notice in writing to Shareholders.
A postponement may be for a stated period of any length or indefinitely as the Directors
may determine. Notice of the business to be transacted at such postponed general meeting
shall not be required. If a general meeting is postponed in accordance with this Article,
the appointment of a proxy will be valid if it is received as required by these Articles
not less than 48 hours before the time appointed for holding the postponed meeting. |
73. | At
any general meeting a resolution put to the vote of the meeting shall be decided on a show
of hands, unless a poll is (before or on the declaration of the result of the show of hands)
demanded by the chairman of the meeting or any Shareholder holding not less than ten per
cent (10%) of the votes attaching to the Shares present in person or by proxy, and unless
a poll is so demanded, a declaration by the chairman of the meeting that a resolution has,
on a show of hands, been carried, or carried unanimously, or by a particular majority, or
lost, and an entry to that effect in the book of the proceedings of the Company, shall be
conclusive evidence of the fact, without proof of the number or proportion of the votes recorded
in favour of, or against, that resolution. |
74. | If
a poll is duly demanded it shall be taken in such manner as the chairman of the meeting directs,
and the result of the poll shall be deemed to be the resolution of the meeting at which the
poll was demanded. |
75. | All
questions submitted to a meeting shall be decided by an Ordinary Resolution except where
a greater majority is required by these Articles or by the Companies Act. In the case of
an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting
at which the show of hands takes place or at which the poll is demanded, shall be entitled
to a second or casting vote. |
76. | A
poll demanded on the election of a chairman of the meeting or on a question of adjournment
shall be taken forthwith. A poll demanded on any other question shall be taken at such time
as the chairman of the meeting directs. |
VOTES
OF SHAREHOLDERS
77. | Subject
to any rights and restrictions for the time being attached to any Share, on a show of hands
every Shareholder present in person or by proxy (or, if a corporation or other non-natural
person, by its duly authorised representative or proxy) shall, at a general meeting of the
Company, each have one vote and on a poll every Shareholder present in person or by proxy
(or, if a corporation or other non-natural person, by its duly authorised representative
or proxy) shall have one (1) vote for each Class A Share, one hundred (100) votes for each
Class B Share and two (2) votes for each Preferred Share of which he is the holder. |
78. | In
the case of joint holders the vote of the senior who tenders a vote whether in person or
by proxy (or, if a corporation or other non-natural person, by its duly authorised representative
or 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. |
79. | Shares
carrying the right to vote that are held by a Shareholder of unsound mind, or in respect
of whom an order has been made by any court having jurisdiction in lunacy, may be voted,
whether on a show of hands or on a poll, by his committee, or other Person in the nature
of a committee appointed by that court, and any such committee or other Person may vote in
respect of such Shares by proxy. |
80. | No
Shareholder shall be entitled to vote at any general meeting of the Company unless all calls,
if any, or other sums presently payable by him in respect of Shares carrying the right to
vote held by him have been paid. |
81. | On
a poll votes may be given either personally or by proxy. |
82. | Each
Shareholder, other than a recognised clearing house (or its nominee(s)) or depositary (or
its nominee(s)), may only appoint one proxy on a show of hand. 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 Seal or under the hand of
an officer or attorney duly authorised. A proxy need not be a Shareholder. |
83. | An
instrument appointing a proxy may be in any usual or common form or such other form as the
Directors may approve. |
84. | The
instrument appointing a proxy shall be deposited at the Registered Office or at such other
place as is specified for that purpose in the notice convening the meeting, or in any instrument
of proxy sent out by the Company: |
(a)
not less than 24 hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes
to vote; or
(b)
in the case of a poll taken more than 48 hours after it is demanded, be deposited as aforesaid after the poll has been demanded and not
less than 12 hours before the time appointed for the taking of the poll; or
(c)
where the poll is not taken forthwith but is taken not more than 48 hours after it was demanded be delivered at the meeting at which
the poll was demanded to the chairman or to the secretary or to any director;
provided
that the Directors may in the notice convening the meeting, or in an instrument of proxy sent out by the Company, direct that the instrument
appointing a proxy may be deposited at such other time (no later than the time for holding the meeting or adjourned meeting) at the Registered
Office or at such other place as is specified for that purpose in the notice convening the meeting, or in any instrument of proxy sent
out by the Company. The Chairman may in any event at his discretion direct that an instrument of proxy shall be deemed to have been duly
deposited. An instrument of proxy that is not deposited in the manner permitted shall be invalid.
85. | The
instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding
a poll. |
86. | A
resolution in writing signed by all the Shareholders for the time being entitled to receive
notice of and to attend and vote at general meetings of the Company (or being corporations
by their duly authorised representatives) shall be as valid and effective as if the same
had been passed at a general meeting of the Company duly convened and held. |
CORPORATIONS
ACTING BY REPRESENTATIVES AT MEETINGS
87. | Any
corporation which is a Shareholder 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 of any meeting of holders of a Class, and the Person so authorised shall be
entitled to exercise the same powers on behalf of the corporation which he represents as
that corporation could exercise if it were an individual Shareholder. |
DEPOSITARY
AND CLEARING HOUSES
88. | If
a recognised clearing house (or its nominee(s)) or depositary (or its nominee(s)) is a Member
of the Company it may, by resolution of its directors or other governing body or by power
of attorney, authorise such Person(s) as it thinks fit to act as its representative(s) at
any general meeting of the Company or of any Class of Shareholders provided that, if more
than one Person is so authorised, the authorisation shall specify the number and Class of
Shares in respect of which each such Person is so authorised. A Person so authorised pursuant
to this Article shall be entitled to exercise the same powers on behalf of the recognised
clearing house (or its nominee(s)) or depositary (or its nominee(s)) which he represents
as that recognised clearing house (or its nominee(s)) or depositary (or its nominee(s)) could
exercise if it were an individual Member holding the number and Class of Shares specified
in such authorisation, including the right to vote individually on a show of hands. |
DIRECTORS
89. | i)
Unless otherwise determined by the Company in general meeting, the number of Directors shall
not be less than three (3) Directors, the exact number of Directors to be determined from
time to time by the Board of Directors. |
(a)
The Board of Directors shall have a Chairman elected and appointed by a majority of the Directors then in office. The period for which
the Chairman will hold office will also be determined by a majority of all of the Directors then in office. The Chairman shall preside
as chairman at every meeting of the Board of Directors. To the extent the Chairman is not present at a meeting of the Board of Directors
within fifteen minutes after the time appointed for holding the same, the attending Directors may choose one of their number to be the
chairman of the meeting.
(b)
The Company may by Ordinary Resolution appoint any person to be a Director.
(c)
The Board may, by the affirmative vote of a simple majority of the remaining Directors present and voting at a Board meeting, appoint
any person as a Director, to fill a vacancy on the Board arising from the office of any Director being vacated in any of the circumstances
described in Article 110, or as an addition to the existing Board.
(d)
An appointment of a Director may be on terms that the Director shall automatically retire from office (unless he has sooner vacated office)
at the next or a subsequent annual general meeting or upon any specified event or after any specified period in a written agreement between
the Company and the Director, if any, but no such term shall be implied in the absence of express provision. Each Director whose term
of office expires shall be eligible for re-election at a meeting of the Shareholders or re-appointment by the Board.
90. | A
Director may be removed from office by Ordinary Resolution of the Company, notwithstanding
anything in these Articles or in any agreement between the Company and such Director (but
without prejudice to any claim for damages under such agreement). A vacancy on the Board
created by the removal of a Director under the previous sentence may be filled by Ordinary
Resolution or by the affirmative vote of a simple majority of the remaining Directors present
and voting at a Board meeting. The notice of any meeting at which a resolution to remove
a Director shall be proposed or voted upon must contain a statement of the intention to remove
that Director and such notice must be served on that Director not less than ten (10) calendar
days before the meeting. Such Director is entitled to attend the meeting and be heard on
the motion for his removal. |
91. | The
Board may, from time to time, and except as required by applicable law or Designated Stock
Exchange Rules, adopt, institute, amend, modify or revoke the corporate governance policies
or initiatives of the Company and determine on various corporate governance related matters
of the Company as the Board shall determine by resolution of Directors from time to time. |
92. | A
Director shall not be required to hold any Shares in the Company by way of qualification.
A Director who is not a Member of the Company shall nevertheless be entitled to attend and
speak at general meetings. |
93. | The
remuneration of the Directors may be determined by the Directors or by Ordinary Resolution. |
94. | The
Directors shall be entitled to be paid for their travelling, hotel and other expenses properly
incurred by them in going to, attending and returning from meetings of the Directors, or
any committee of the Directors, or general meetings of the Company, or otherwise in connection
with the business of the Company, or to receive such fixed allowance in respect thereof as
may be determined by the Directors from time to time, or a combination partly of one such
method and partly the other. |
ALTERNATE
DIRECTOR OR PROXY
95. | A
Director shall attend the Board meetings in person or by telephone or similar communication
equipment by way of which all Persons participating in such meeting can communicate with
each other. |
96. | Any
Director may not appoint any Person, whether or not a Director, to be the proxy of that Director
to attend and vote on his behalf at any Board meetings. |
POWERS
AND DUTIES OF DIRECTORS
97. | Subject
to the Companies Act, these Articles and any resolutions passed in a general meeting, the
business of the Company shall be managed by the Directors, who may pay all expenses incurred
in setting up and registering the Company and may exercise all powers of the Company. No
resolution passed by the Company in general meeting shall invalidate any prior act of the
Directors that would have been valid if that resolution had not been passed. |
98. | Subject
to these Articles, the Directors may from time to time appoint any natural person, whether
or not a Director to hold such office in the Company as the Directors may think necessary
for the administration of the Company, including but not limited to, chief executive officer,
one or more other executive officers, president, one or more vice-presidents, treasurer,
assistant treasurer, manager or controller, and for such term and at such remuneration (whether
by way of salary or commission or participation in profits or partly in one way and partly
in another), and with such powers and duties as the Directors may think fit. Any natural
person so appointed by the Directors may be removed by the Directors. The Directors may also
appoint one or more of their number to the office of managing director upon like terms, but
any such appointment shall ipso facto terminate if any managing director ceases for any cause
to be a Director, or if the Company by Ordinary Resolution resolves that his tenure of office
be terminated. |
99. | The
Directors may appoint any natural person to be a Secretary (and if need be an assistant Secretary
or assistant Secretaries) who shall hold office for such term, at such remuneration and upon
such conditions and with such powers as they think fit. Any Secretary or assistant Secretary
so appointed by the Directors may be removed by the Directors or by the Company by Ordinary
Resolution. |
100. | The
Directors may delegate any of their powers to committees consisting of such member or members
of their body as they think fit; any committee so formed shall in the exercise of the powers
so delegated conform to any regulations that may be imposed on it by the Directors. |
101. | The
Directors may from time to time and at any time by power of attorney (whether under Seal
or under hand) or otherwise appoint any company, firm or Person or body of Persons, whether
nominated directly or indirectly by the Directors, to be the attorney or attorneys or authorised
signatory (any such person being an “Attorney” or “Authorised Signatory”,
respectively) of the Company for such purposes and with such powers, authorities and discretion
(not exceeding those vested in or exercisable by the Directors under these Articles) and
for such period and subject to such conditions as they may think fit, and any such power
of attorney or other appointment may contain such provisions for the protection and convenience
of Persons dealing with any such Attorney or Authorised Signatory as the Directors may think
fit, and may also authorise any such Attorney or Authorised Signatory to delegate all or
any of the powers, authorities and discretion vested in him. |
102. | The
Directors may from time to time provide for the management of the affairs of the Company
in such manner as they shall think fit and the provisions contained in the three next following
Articles shall not limit the general powers conferred by this Article. |
103. | The
Directors from time to time and at any time may establish any committees, local boards or
agencies for managing any of the affairs of the Company and may appoint any natural person
to be a member of such committees or local boards and may appoint any managers or agents
of the Company and may fix the remuneration of any such Person. |
104. | The
Directors from time to time and at any time may delegate to any such committee, local board,
manager or agent any of the powers, authorities and discretions for the time being vested
in the Directors and may authorise the members for the time being of any such local board,
or any of them to fill any vacancies therein and to act notwithstanding vacancies and any
such appointment or delegation may be made on such terms and subject to such conditions as
the Directors may think fit and the Directors may at any time remove any natural person or
corporation so appointed and may annul or vary any such delegation, but no Person dealing
in good faith and without notice of any such annulment or variation shall be affected thereby. |
105. | Any
such delegates as aforesaid may be authorised by the Directors to sub-delegate all or any
of the powers, authorities, and discretion for the time being vested in them. |
BORROWING
POWERS OF DIRECTORS
106. | The
Directors may from time to time at their discretion exercise all the powers of the Company
to raise or borrow money and to mortgage or charge its undertaking, property and assets (present
and future) and uncalled capital or any part thereof, to issue debentures, debenture stock,
bonds and other securities, whether outright or as collateral security for any debt, liability
or obligation of the Company or of any third party. |
THE
SEAL
107. | The
Seal shall not be affixed to any instrument except by the authority of a resolution of the
Directors provided always that such authority may be given prior to or after the affixing
of the Seal and if given after may be in general form confirming a number of affixings of
the Seal. The Seal shall be affixed in the presence of a Director or a Secretary (or an assistant
Secretary) or in the presence of any one or more Persons as the Directors may appoint for
the purpose and every Person as aforesaid shall sign every instrument to which the Seal is
so affixed in their presence. |
108. | The
Company may maintain a facsimile of the Seal in such countries or places as the Directors
may appoint and such facsimile Seal shall not be affixed to any instrument except by the
authority of a resolution of the Directors provided always that such authority may be given
prior to or after the affixing of such facsimile Seal and if given after may be in general
form confirming a number of affixings of such facsimile Seal. The facsimile Seal shall be
affixed in the presence of such Person or Persons as the Directors shall for this purpose
appoint and such Person or Persons as aforesaid shall sign every instrument to which the
facsimile Seal is so affixed in their presence and such affixing of the facsimile Seal and
signing as aforesaid shall have the same meaning and effect as if the Seal had been affixed
in the presence of and the instrument signed by a Director or a Secretary (or an assistant
Secretary) or in the presence of any one or more Persons as the Directors may appoint for
the purpose. |
109. | Notwithstanding
the foregoing, a Secretary or any assistant Secretary shall have the authority to affix the
Seal, or the facsimile Seal, to any instrument for the purposes of attesting authenticity
of the matter contained therein but which does not create any obligation binding on the Company. |
DISQUALIFICATION
OF DIRECTORS
110. | The
office of Director shall be vacated, if the Director: |
(a)
becomes bankrupt or makes any arrangement or composition with his creditors;
(b)
dies or is found to be or becomes of unsound mind;
(c)
resigns his office by notice in writing to the Company,
(d)
without special leave of absence from the Board, is absent from meetings of the Board for three consecutive meetings and the Board resolves
that his office be vacated; or
(e)
is removed from office pursuant to any other provision of these Articles.
PROCEEDINGS
OF DIRECTORS
111. | The
Directors may meet together (either within or without the Cayman Islands) for the despatch
of business, adjourn, and otherwise regulate their meetings and proceedings as they think
fit. Questions arising at any meeting shall be decided by a majority of votes. At any meeting
of the Directors, each Director shall be entitled to one (1) vote. In case of an equality
of votes the Chairman shall have a second or casting vote. A Director may, and a Secretary
or assistant Secretary on the requisition of a Director shall, at any time summon a meeting
of the Directors. |
112. | A
Director may participate in any meeting of the Directors, or of any committee appointed by
the Directors of which such Director is a member, by means of telephone or similar communication
equipment by way of which all Persons participating in such meeting can communicate with
each other and such participation shall be deemed to constitute presence in person at the
meeting. |
113. | The
quorum necessary for the transaction of the business of the Board may be fixed by the Directors,
and unless so fixed, the quorum shall be a majority of Directors then in office. A Director
represented by proxy or by an alternate Director at any meeting shall be deemed to be present
for the purposes of determining whether or not a quorum is present. |
114. | A
Director who is in any way, whether directly or indirectly, interested in a contract or transaction
or proposed contract or transaction with the Company shall declare the nature of his interest
at a meeting of the Directors. Subject to the Designated Stock Exchange Rules and disqualification
by the chairman of the relevant Board meeting, a Director may vote in respect of any contract
or transaction or proposed contract or transaction notwithstanding that he may be interested
therein and if he does so his vote shall be counted and he may be counted in the quorum at
any meeting of the Directors at which any such contract or transaction or proposed contract
or transaction shall come before the meeting for consideration, provided that: |
(a)
such Director, if his interest (whether direct or indirect) in such contract or arrangement is material, has declared the nature of his
interest at the earliest meeting of the Board at which it is practicable for him to do so, either specifically or by way of a general
notice. A general notice given to the Directors by any Director to the effect that he is a member of any specified company or firm and
is to be regarded as interested in any contract or transaction which may thereafter be made with that company or firm shall be deemed
a sufficient declaration of interest in regard to any contract so made or transaction so consummated; and
(b)
if such contract of arrangement is a transaction with a related party, such transaction has been approved by the audit committee of the
Company.
115. | A
Director may hold any other office or place of profit under the Company (other than the office
of auditor) in conjunction with his office of Director for such period and on such terms
(as to remuneration and otherwise) as the Directors may determine and no Director or intending
Director shall be disqualified by his office from contracting with the Company either with
regard to his tenure of any such other office or place of profit or as vendor, purchaser
or otherwise, nor shall any such contract or arrangement entered into by or on behalf of
the Company in which any Director is in any way interested be liable to be avoided, nor shall
any Director so contracting or being so interested be liable to account to the Company for
any profit realised by any such contract or arrangement by reason of such Director holding
that office or of the fiduciary relation thereby established. A Director, notwithstanding
his interest, may be counted in the quorum present at any meeting of the Directors whereat
he or any other Director is appointed to hold any such office or place of profit under the
Company or whereat the terms of any such appointment are arranged and he may vote on any
such appointment or arrangement. |
116. | Subject
to the Designated Stock Exchange Rules, any Director may act by himself or through his firm
in a professional capacity for the Company, and he or his firm shall be entitled to remuneration
for professional services as if he were not a Director, provided that nothing herein contained
shall authorise a Director or his firm to act as auditor to the Company. |
117. | The
Directors shall cause minutes to be made for the purpose of recording: |
(a)
all appointments of officers made by the Directors;
(b)
the names of the Directors present at each meeting of the Directors and of any committee of the Directors; and
(c)
all resolutions and proceedings at all meetings of the Company, and of the Directors and of committees of Directors.
118. | When
the chairman of a meeting of the Directors signs the minutes of such meeting the same shall
be deemed to have been duly held notwithstanding that all the Directors have not actually
come together or that there may have been a technical defect in the proceedings. |
119. | A
resolution in writing signed by all the Directors or all the members of a committee of Directors
entitled to receive notice of a meeting of Directors or committee of Directors, as the case
may be , shall be as valid and effectual as if it had been passed at a duly called and constituted
meeting of Directors or committee of Directors, as the case may be. When signed a resolution
may consist of several documents each signed by one or more of the Directors. |
120. | The
continuing Directors may act notwithstanding any vacancy in their body but if and for so
long as their number is reduced below the number fixed by or pursuant to these Articles as
the necessary quorum of Directors, the continuing Directors may act for the purpose of increasing,
the number, or of summoning a general meeting of the Company, but for no other purpose. |
121. | Subject
to any regulations imposed on it by the Directors, a committee appointed by the Directors
may elect a chairman of its meetings. If no such chairman is elected, or if at any meeting
the chairman is not present within fifteen minutes after the time appointed for holding the
meeting, the committee members present may choose one of their members to be chairman of
the meeting. |
122. | A
committee appointed by the Directors may meet and adjourn as it thinks proper. Subject to
any regulations imposed on it by the Directors, questions arising at any meeting shall be
determined by a majority of votes of the committee members present and in case of an equality
of votes the chairman shall have a second or casting vote. |
123. | All
acts done by any meeting of the Directors or of a committee of Directors shall notwithstanding
that it be afterwards discovered that there was some defect in the appointment of any such
Director acting as aforesaid, or that they or any of them were disqualified, be as valid
as if every such Person had been duly appointed and was qualified to be a Director. |
PRESUMPTION
OF ASSENT
124. | A
Director who is present at a meeting of the Board of Directors at which an action on any
Company matter is taken shall be presumed to have assented to the action taken unless his
dissent shall be entered in the minutes of the meeting or unless he shall file his written
dissent from such action with the person acting as the chairman or secretary of the meeting
before the adjournment thereof or shall forward such dissent by registered post to such person
immediately after the adjournment of the meeting. Such right to dissent shall not apply to
a Director who voted in favour of such action. |
DIVIDENDS
125. | Subject
to any rights and restrictions for the time being attached to any Shares, the Directors may
from time to time declare dividends (including interim dividends) and other distributions
on Shares in issue and authorise payment of the same out of the funds of the Company lawfully
available therefor. |
126. | Subject
to any rights and restrictions for the time being attached to any Shares, the Company by
Ordinary Resolution may declare dividends, but no dividend shall exceed the amount recommended
by the Directors. |
127. | The
Directors may, before recommending or declaring any dividend, set aside out of the funds
legally available for distribution such sums as they think proper as a reserve or reserves
which shall, in the absolute discretion of the Directors, be applicable for meeting contingencies
or for equalising dividends or for any other purpose to which those funds may be properly
applied, and pending such application may in the absolute discretion of the Directors, either
be employed in the business of the Company or be invested in such investments (other than
Shares of the Company) as the Directors may from time to time think fit. |
128. | Any
dividend payable in cash to the holder of Shares may be paid in any manner determined by
the Directors. If paid by cheque it will be sent by mail addressed to the holder at his address
in the Register, or addressed to such person and at such addresses as the holder may 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. |
129. | The
Directors may determine that a dividend shall be paid wholly or partly by the distribution
of specific assets (which may consist of the shares or securities of any other company) and
may settle all questions concerning such distribution. Without limiting the generality of
the foregoing, the Directors may fix the value of such specific assets, may determine that
cash payment shall be made to some Shareholders in lieu of specific assets and may vest any
such specific assets in trustees on such terms as the Directors think fit. |
130. | Subject
to any rights and restrictions for the time being attached to any Shares, all dividends shall
be declared and paid according to the par value of the Shares. No amount paid on a Share
in advance of calls shall, while carrying interest, be treated for the purposes of this Article
as paid on the Share. |
131. | If
several Persons are registered as joint holders of any Share, any of them may give effective
receipts for any dividend or other moneys payable on or in respect of the Share. |
132. | No
dividend shall bear interest against the Company. |
133. | Any
dividend unclaimed after a period of six calendar years from the date of declaration of such
dividend may be forfeited by the Board of Directors and, if so forfeited, shall revert to
the Company. |
ACCOUNTS,
AUDIT AND ANNUAL RETURN AND DECLARATION
134. | The
books of account relating to the Company’s affairs shall be kept in such manner as
may be determined from time to time by the Directors. |
135. | The
books of account shall be kept at the Registered Office, or at such other place or places
as the Directors think fit, and shall always be open to the inspection of the Directors. |
136. | The
Directors may from time to time determine whether and to what extent and at what times and
places and under what conditions or regulations the accounts and books of the Company or
any of them shall be open to the inspection of Shareholders not being Directors, and no Shareholder
(not being a Director) shall have any right to inspect any account or book or document of
the Company except as conferred by law or authorised by the Directors or by Ordinary Resolution. |
137. | The
accounts relating to the Company’s affairs shall be audited in such manner and with
such financial year end as may be determined from time to time by the Directors or failing
any determination as aforesaid shall not be audited. |
138. | The
Directors or audit committee of the Board may appoint an auditor of the Company who shall
hold office until removed from office by a resolution of the Directors and may fix his or
their remuneration. |
139. | Every
auditor of the Company shall have a right of access at all times to the books and accounts
and vouchers of the Company and shall be entitled to require from the Directors and officers
of the Company such information and explanation as may be necessary for the performance of
the duties of the auditors. |
140. | The
auditors shall, if so required by the Directors, make a report on the accounts of the Company
during their tenure of office at the next annual general meeting following their appointment,
and at any time during their term of office, upon request of the Directors or any general
meeting of the Members. |
141. | The
Directors in each calendar year shall prepare, or cause to be prepared, an annual return
and declaration setting forth the particulars required by the Companies Act and deliver a
copy thereof to the Registrar of Companies in the Cayman Islands. |
CAPITALISATION
OF RESERVES
142. | Subject
to the Companies Act, the Directors may: |
(a)
resolve to capitalise an amount standing to the credit of reserves (including a Share Premium Account, capital redemption reserve and
profit and loss account), which is available for distribution;
(b)
appropriate the sum resolved to be capitalised to the Shareholders in proportion to the nominal amount of Shares (whether or not fully
paid) held by them respectively and apply that sum on their behalf in or towards:
(i)
paying up the amounts (if any) for the time being unpaid on Shares held by them respectively, or
(ii)
paying up in full unissued Shares or debentures of a nominal amount equal to that sum,
and
allot the Shares or debentures, credited as fully paid, to the Shareholders (or as they may direct) in those proportions, or partly in
one way and partly in the other, but the Share Premium Account, the capital redemption reserve and profits which are not available for
distribution may, for the purposes of this Article, only be applied in paying up unissued Shares to be allotted to Shareholders credited
as fully paid;
(c)
make any arrangements they think fit to resolve a difficulty arising in the distribution of a capitalised reserve and in particular,
without limitation, where Shares or debentures become distributable in fractions the Directors may deal with the fractions as they think
fit;
(d)
authorise a Person to enter (on behalf of all the Shareholders concerned) into an agreement with the Company providing for either:
(i)
the allotment to the Shareholders respectively, credited as fully paid, of Shares or debentures to which they may be entitled on the
capitalisation, or
(ii)
the payment by the Company on behalf of the Shareholders (by the application of their respective proportions of the reserves resolved
to be capitalised) of the amounts or part of the amounts remaining unpaid on their existing Shares,
and
any such agreement made under this authority being effective and binding on all those Shareholders; and
(e)
generally do all acts and things required to give effect to the resolution.
143. | Notwithstanding
any provisions in these Articles, the Directors may resolve to capitalise an amount standing
to the credit of reserves (including the share premium account, capital redemption reserve
and profit and loss account) or otherwise available for distribution by applying such sum
in paying up in full unissued Shares to be allotted and issued to: |
(a)
employees (including Directors) or service providers of the Company or its Affiliates upon exercise or vesting of any options or awards
granted under any share incentive scheme or employee benefit scheme or other arrangement which relates to such persons that has been
adopted or approved by the Directors or the Members; and.
(b)
any trustee of any trust or administrator of any share incentive scheme or employee benefit scheme to whom shares are to be allotted
and issued by the Company in connection with the operation of any share incentive scheme or employee benefit scheme or other arrangement
which relates to such persons that has been adopted or approved by the Directors or Members.
SHARE
PREMIUM ACCOUNT
144. | The
Directors shall in accordance with the Companies Act establish a 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. |
145. | There
shall be debited to any Share Premium Account on the redemption or purchase of a Share the
difference between the nominal value of such Share and the redemption or purchase price provided
always that at the discretion of the Directors such sum may be paid out of the profits of
the Company or, if permitted by the Companies Act, out of capital. |
NOTICES
146. | Except
as otherwise provided in these Articles, any notice or document may be served by the Company
or by the Person entitled to give notice to any Shareholder either personally, or by posting
it by airmail or a recognised courier service in a prepaid letter addressed to such Shareholder
at his address as appearing in the Register, or by electronic mail to any electronic mail
address such Shareholder may have specified in writing for the purpose of such service of
notices, or by facsimile to any facsimile number such Shareholder may have specified in writing
for the purpose of such service of notices, or by placing it on the Company’s Website
should the Directors deem it appropriate. 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 in
respect of the joint holding, and notice so given shall be sufficient notice to all the joint
holders. |
147. | Notices
sent from one country to another shall be sent or forwarded by prepaid airmail or a recognised
courier service. |
148. | Any
Shareholder present, either personally or by proxy, at any meeting of the Company shall for
all purposes be deemed to have received due notice of such meeting and, where requisite,
of the purposes for which such meeting was convened. |
149. | Any
notice or other document, if served by: |
(a)
post, shall be deemed to have been served five calendar days after the time when the letter containing the same is posted;
(b)
facsimile, shall be deemed to have been served upon production by the transmitting facsimile machine of a report confirming transmission
of the facsimile in full to the facsimile number of the recipient;
(c)
recognised courier service, shall be deemed to have been served 48 hours after the time when the letter containing the same is delivered
to the courier service; or
(d)
electronic mail, shall be deemed to have been served immediately upon the time of the transmission to the electronic mail address supplied
by the Shareholder to the Company; or
(e)
placing it on the Company’s Website, shall be deemed to have been served immediately upon the time of its placement on the Company’s
Website.
In
proving service by post or courier service it shall be sufficient to prove that the letter containing the notice or documents was properly
addressed and duly posted or delivered to the courier service.
150. | Any
notice or document delivered or sent by post to or left at the registered address of any
Shareholder in accordance with the terms of these Articles shall notwithstanding that such
Shareholder be then dead or bankrupt, and whether or not the Company has notice of his death
or bankruptcy, be deemed to have been duly served in respect of any Share registered in the
name of such Shareholder as sole or joint holder, unless his name shall at the time of the
service of the notice or document have been removed from the Register as the holder of the
Share, and such service shall for all purposes be deemed a sufficient service of such notice
or document on all Persons interested (whether jointly with or as claiming through or under
him) in the Share. |
151. | Notice
of every general meeting of the Company shall be given to: |
(a)
all Shareholders holding Shares with the right to receive notice and who have supplied to the Company an address for the giving of notices
to them; and.
(b)
every Person entitled to a Share in consequence of the death or bankruptcy of a Shareholder, who but for his death or bankruptcy would
be entitled to receive notice of the meeting.
No
other Person shall be entitled to receive notices of general meetings.
INFORMATION
152. | No
Member shall be entitled to require discovery of any information in respect of any detail
of the Company’s trading or any information which is or may be in the nature of a trade
secret or secret process which may relate to the conduct of the business of the Company and
which in the opinion of the Board would not be in the interests of the Members of the Company
to communicate to the public. |
153. | The
Board shall be entitled to release or disclose any information in its possession, custody
or control regarding the Company or its affairs to any of its Members including, without
limitation, information contained in the Register and transfer books of the Company. |
INDEMNITY
154. | Every
Director, Secretary, assistant Secretary, or other officer for the time being and from time
to time of the Company (but not including the Company’s auditors) and the personal
representatives of the same (each an “Indemnified Person”) shall be indemnified
and secured harmless against all actions, proceedings, costs, charges, expenses, losses,
damages or liabilities incurred or sustained by such Indemnified Person, other than by reason
of such Indemnified Person’s own dishonesty, willful default or fraud, in or about
the conduct of the Company’s business or affairs (including as a result of any mistake
of judgment) or in the execution or discharge of his duties, powers, authorities or discretions,
including without prejudice to the generality of the foregoing, any costs, expenses, losses
or liabilities incurred by such Indemnified Person in defending (whether successfully or
otherwise) any civil proceedings concerning the Company or its affairs in any court whether
in the Cayman Islands or elsewhere. |
155. | No
Indemnified Person shall be liable: |
(a)
for the acts, receipts, neglects, defaults or omissions of any other Director or officer or agent of the Company; or
(b)
for any loss on account of defect of title to any property of the Company, or
(c)
on account of the insufficiency of any security in or upon which any money of the Company shall be invested; or
(d)
for any loss incurred through any bank, broker or other similar Person; or
(e)
for any loss occasioned by any negligence, default, breach of duty, breach of trust, error of judgement or oversight on such Indemnified
Person’s part; or
(f)
for any loss, damage or misfortune whatsoever which may happen in or arise from the execution or discharge of the duties, powers, authorities,
or discretions of such Indemnified Person’s office or in relation thereto;
unless
the same shall happen through such Indemnified Person’s own dishonesty, willful default or fraud.
FINANCIAL
YEAR
156. | Unless
the Directors otherwise prescribe, the financial year of the Company shall end on September
30th in each calendar year and shall begin on October 1st in each calendar year. |
NON-RECOGNITION
OF TRUSTS
157. | No
Person shall be recognised by the Company as holding any Share upon any trust and the Company
shall not, unless required by law, be bound by or be compelled in any way to recognise (even
when having notice thereof) any equitable, contingent, future or partial interest in any
Share or (except only as otherwise provided by these Articles or as the Companies Act requires)
any other right in respect of any Share except an absolute right to the entirety thereof
in each Shareholder registered in the Register. |
WINDING
UP
158. | If
the Company shall be wound up the liquidator may, with the sanction of a Special Resolution
of the Company and any other sanction required by the Companies Act, divide amongst the Members
in species or in kind the whole or any part of the assets of the Company (whether they shall
consist of property of the same kind or not) and may for that purpose value any assets and
determine how the division shall be carried out as between the Members or different classes
of Members. The liquidator may, with the like sanction, vest the whole or any part of such
assets in trustees upon such trusts for the benefit of the Members as the liquidator, with
the like sanction, shall think fit, but so that no Member shall be compelled to accept any
asset upon which there is a liability. |
159. | If
the Company shall be wound up, and the assets available for distribution amongst the Members
shall be insufficient to repay the whole of the share capital, such assets shall be distributed
so that, as nearly as may be, the losses shall be borne by the Members in proportion to the
par value of the Shares held by them. If in a winding up the assets available for distribution
amongst the Members shall be more than sufficient to repay the whole of the share capital
at the commencement of the winding up, the surplus shall be distributed amongst the Members
in proportion to the par value of the Shares held by them at the commencement of the winding
up subject to a deduction from those Shares in respect of which there are monies due, of
all monies payable to the Company for unpaid calls or otherwise. This Article is without
prejudice to the rights of the holders of Shares issued upon special terms and conditions. |
AMENDMENT
OF ARTICLES OF ASSOCIATION
160. | Subject
to the Companies Act, the Company may at any time and from time to time by Special Resolution
alter or amend these Articles in whole or in part. |
CLOSING
OF REGISTER OR FIXING RECORD DATE
161. | For
the purpose of determining those Shareholders that are entitled to receive notice of, attend
or vote at any meeting of Shareholders or any adjournment thereof, or those Shareholders
that are entitled to receive payment of any dividend, or in order to make a determination
as to who is a Shareholder for any other purpose, the Directors may provide that the Register
shall be closed for transfers for a stated period which shall not exceed in any case thirty
calendar days in any calendar year. |
162. | In
lieu of or apart from closing the Register, the Directors may fix in advance a date as the
record date for any such determination of those Shareholders that are entitled to receive
notice of, attend or vote at a meeting of the Shareholders and for the purpose of determining
those Shareholders that are entitled to receive payment of any dividend the Directors may,
at or within ninety (90) calendar days prior to the date of declaration of such dividend,
fix a subsequent date as the record date for such determination. |
163. | If
the Register is not so closed and no record date is fixed for the determination of those
Shareholders entitled to receive notice of, attend or vote at a meeting of Shareholders or
those Shareholders that are entitled to receive payment of a dividend, the date on which
the resolution of the Directors declaring such dividend is adopted shall be the record date
for such determination of Shareholders. When a determination of those Shareholders that are
entitled to receive notice of, attend or vote at a meeting of Shareholders has been made
as provided in this Article, such determination shall apply to any adjournment thereof. |
REGISTRATION
BY WAY OF CONTINUATION
164. | The
Company may by Special Resolution resolve to be registered by way of continuation in a jurisdiction
outside the Cayman Islands or such other jurisdiction in which it is for the time being incorporated,
registered or existing. In furtherance of a resolution adopted pursuant to this Article,
the Directors may cause an application to be made to the Registrar of Companies to deregister
the Company in the Cayman Islands or such other jurisdiction in which it is for the time
being incorporated, registered or existing and may cause all such further steps as they consider
appropriate to be taken to effect the transfer by way of continuation of the Company. |
MERGERS
AND CONSOLIDATIONS
165. | The
Company shall have the power to merge or consolidate with one or more other constituent companies
(as defined in the Companies Act) upon such terms as the Directors may determine and (to
the extent required by the Companies Act) with the approval of a Special Resolution. |
DISCLOSURE
166. | The
Directors, or any service providers (including the officers, the Secretary and the registered
office agent of the Company) specifically authorised by the Directors, shall be entitled
to disclose to any regulatory or judicial authority or to any stock exchange on which securities
of the Company may from time to time be listed any information regarding the affairs of the
Company including without limitation information contained in the Register and books of the
Company. |
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Exhibit 99.2
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