UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For
the month of August 2024
Commission
File Number: 001-39859
Kuke
Music Holding Limited
Room
303
Beijing Broadcasting Tower,
No. Jia 14, Jianwaidajie
Chaoyang District, Beijing
People’s Republic of China
+86-010-6561 0392
(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 ☐
EXHIBIT
INDEX
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
Kuke
Music Holding Limited |
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By: |
/s/ Li Li |
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Name: |
Li Li |
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Title: |
Chief Financial Officer |
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Date: |
August 21, 2024 |
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Exhibit 99.1
Kuke Music Holding Limited to Hold Annual General
Meeting and Class Meeting on September 20, 2024
Beijing, China, August 21, 2024 (GLOBE NEWSWIRE)
-- Kuke Music Holding Limited (“Kuke” or the “Company”) (NYSE: KUKE), a leading classical music
service platform in China, today published a notice to announce that it will hold an annual general meeting (the “AGM”)
of shareholders (the “AGM Notice”) at 10:30 a.m., Beijing time, on September 20, 2024 at Room 303, Beijing Broadcasting
Tower, No. Jia 14, Jianwaidajie, Chaoyang District, Beijing, People’s Republic of China (or after the Class B Meeting, as defined
below, whichever is later), for the purposes of considering and, if thought fit, passing the resolutions set forth in the AGM Notice.
The AGM Notice and form of proxy for the AGM are available on the Company’s website at https://ir.kuke.com/, as well as on
the SEC’s website at www.sec.gov.
The Company will hold a class meeting of holders
of Class B ordinary shares with a par value of US$0.001 each (the “Class B Meeting”) for the purposes of considering
and, if thought fit, passing the resolution set forth in the notice of the Class B Meeting. The Class B Meeting will be held at the same
venue and on the same date as the AGM, at 10:00 a.m., Beijing time. The notice of and form of proxy for the Class B Meeting are available
on the Company’s website at https://ir.kuke.com/, as well as on the SEC’s website at www.sec.gov.
Holders of record of the Company’s ordinary
shares at the close of business on August 26, 2024 (Eastern Time) are entitled to attend, and to vote at, the AGM and any adjournment
thereof, and, as applicable, the Class B Meeting. Holders of record of the Company’s American depositary shares (the “ADSs”)
at the close of business on August 26, 2024 (Eastern Time) who wish to exercise their voting rights for the underlying ordinary shares
must give voting instructions to Deutsche Bank Trust Company Americas, the depositary of the Company’s ADS program.
Kuke has filed its annual report on Form 20-F,
including its audited financial statements, for the fiscal year ended December 31, 2023, with the U.S. Securities and Exchange Commission.
Kuke’s Form 20-F can be accessed on the Company’s website at https://ir.kuke.com/, as well as on the SEC’s website at
http://www.sec.gov.
About Kuke Music Holding Limited
Kuke is a leading classical music service platform
in China encompassing the entire value chain from content provision to music learning services. By collaborating with its strategic global
business partner Naxos, the largest independent classical music content provider in the world, the foundation of Kuke’s extensive
classical music content library is its unparalleled access to more than 900 top-tier labels and record companies. Leveraging its market
leadership in international copyrighted classical music content, Kuke provides highly scalable classical music licensing services to various
online music platforms, and classical music subscription services to over 800 universities, libraries, and other institutions across China.
In addition, it has hosted Beijing Music Festival (“BMF”), the most renowned music festival in China, for 24 consecutive years.
Through KUKEY, the Company’s proprietary smart music learning solutions, Kuke aims to democratize music learning via technological
innovation, bring fascinating music content and professional music techniques to more students, and continuously improve the efficiency
and penetration of music learning in China. For more information about Kuke, please visit https://ir.kuke.com/.
Forward-looking Statements
This announcement contains forward looking statements.
These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act
of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,”
“aims,” “future,” “intends,” “plans,” “believes,” “estimates,”
“confident,” “potential,” “continue” or other similar expressions. Statements that are not historical
facts, including but not limited to statements about Kuke’s beliefs and expectations, are forward-looking statements. Forward-looking
statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained
in any forward-looking statement, including those in Kuke’s registration statements filed with the U.S. Securities and Exchange
Commission. Further information regarding these and other risks is included in Kuke’s filings with the U.S. Securities and
Exchange Commission. All information provided in this press release is as of the date of this press release, and Kuke undertakes no obligation
to update any forward-looking statement, except as required under applicable law.
For further information, please contact:
Kuke Music Holding Limited
Investor Relations
Email: ir@kuke.com
Exhibit 99.2
KUKE
MUSIC HOLDING LIMITED
(Incorporated in the Cayman Islands with limited
liability)
(NYSE Ticker: KUKE)
NOTICE OF ANNUAL GENERAL MEETING
to be held on September 20, 2024
(or any adjourned meeting thereof)
NOTICE IS HEREBY GIVEN
that an annual general meeting (the “AGM”) of Kuke Music Holding Limited (the “Company” or “Kuke”)
will be held at 10:30 a.m. (or after the Class B Meeting, as defined below, whichever is later) on September 20, 2024 (Beijing time) at
Room 303, Beijing Broadcasting Tower, No. Jia 14, Jianwaidajie, Chaoyang District, Beijing, People’s Republic of China, for the
purposes of considering and, if thought fit, passing the following resolutions:
| 1. | as an ordinary resolution, THAT the authorized share capital of the Company be increased from US$50,000
divided into 50,000,000 shares of a nominal or par value of US$0.001 each, comprising of 41,718,902
Class A ordinary shares of a par value of US$0.001 each (the “Class A Ordinary Shares”) and 8,281,098 Class B
ordinary shares of a par value of US$0.001 each (the “Class B Ordinary Shares”), to US$5,000,000 divided into 5,000,000,000
shares of a nominal or par value of US$0.001 each, comprising of 4,961,500,000
Class A ordinary shares of a par value of US$0.001 each and 38,500,000 Class B ordinary shares of a par value of US$0.001 each
by creation of 4,919,781,098 Class A Ordinary Shares and 30,218,902 Class B Ordinary Shares; and
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| 2. | as a special resolution, THAT subject to (i) the passing of ordinary resolution no.1 above, and (ii) the
passing of the special resolution at the class meeting of holders of Class B Ordinary Shares convened on the same date and prior to this
AGM (the “Class B Meeting”) approving an amendment of the voting rights attached to each Class B Ordinary Share from
ten (10) votes to fifty (50) votes for each Class B Ordinary Share: |
| (a) | the proposed amendments to the existing second amended and restated memorandum of association and articles
of association of the Company (the “Proposed Amendments”), the details of which are set out in Annex I to the notice
of the AGM, be and are hereby approved; |
| (b) | the third amended and restated memorandum of association and articles of association of the Company (the
“New M&A”) in the form set out in Annex II to the notice of the AGM be and are hereby approved and adopted as the
new memorandum of association and articles of association of the Company in substitution for and to the exclusion of the existing second
amended and restated memorandum of association and articles of association of the Company with effect from the close of the AGM; and |
| (c) | any director and officer of the Company be and is hereby authorized to do all things necessary to effect
and record the Proposed Amendments and the adoption of the New M&A. |
The board of directors of
the Company has fixed the close of business on August 26, 2024 (Eastern Time) as the record date (the “Record Date”)
for determining the shareholders entitled to receive notice of and to vote at the AGM or any adjournment thereof.
Holders of record of the Company’s
ordinary shares at the close of business on the Record Date or their proxy holders are entitled to attend, and to vote at, the AGM and
any adjournment thereof.
Holders of record of the Company’s
American depositary shares (the “ADSs”) at the close of business on the Record Date who wish to exercise their voting
rights for the underlying ordinary shares must give voting instructions to Deutsche Bank Trust Company Americas, the depositary of the
Company’s ADS program.
Your vote is important. Whether
or not you expect to attend the AGM or class meeting in person, we request that you submit your proxy form or voting instructions as promptly
as possible.
Shareholders and ADS holders
may obtain a copy of the Company’s annual report, free of charge, from the Company’s website at https://ir.kuke.com/ or from
SEC’s website at www.sec.gov, or by email to ir@kuke.com.
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By Order of the Board of Directors, |
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Kuke Music Holding Limited |
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/s/ He Yu |
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He Yu |
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Chairman of the Board of Directors and
Chief Executive Officer |
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Beijing, China |
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August 21, 2024 |
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Annex I
Material Amendments to the Second Amended and
Restated Memorandum of
Association and Articles of Association of the
Company
Currently in force |
Proposed to be amended as |
Article No. |
Existing second amended and restated memorandum of association of the Company |
Article No. |
Third amended and restated memorandum of association of the Company |
8. |
The authorised share capital of the Company is US$50,000 divided into 50,000,000 shares of a nominal or par value of US$0.001 each, comprising of (i) 41,718,902 Class A Ordinary Shares of a par value of US$ 0.001 each, and (ii) 8,281,098 Class B Ordinary Shares of a par value of US$0.001 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 authorised share capital of the Company is US$5,000,000 divided into 5,000,000,000 shares of a nominal or par value of US$0.001 each, comprising of (i) 41,718,902 4,961,500,000 Class A Ordinary Shares of a par value of US$ 0.001 each, and (ii) 8,281,098 38,500,000 Class B Ordinary Shares of a par value of US$0.001 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. |
No. |
Existing second amended and restated articles of association of the Company |
No. |
Third amended and restated articles of association of the Company |
3.(1) |
The authorised share capital of the Company at the date on which these Articles come into effect shall be US$50,000 divided into 50,000,000 shares of a nominal or par value of US$0.001 each, comprising of (i) 41,718,902 Class A Ordinary Shares, and (ii) 8,281,098 Class B Ordinary Shares. |
3.(1) |
The authorised share capital of the Company at the date on which these Articles come into effect shall be US$5,000,000 divided into 5,000,000,000 shares of a nominal or par value of US$0.001 each, comprising of (i) 41,718,902 4,961,500,000 Class A Ordinary Shares, and (ii) 8,281,098 38,500,000 Class B Ordinary Shares |
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9.(b) |
As regards Voting Rights
Holders of Ordinary Shares have the right to receive
notice of, attend, speak and vote at general meetings of the Company. Holders of Class A Ordinary Shares and Class B Ordinary Shares shall,
at all times (other than in respect of separate general meetings of the holders of a class or series of shares held in accordance with
Article 10(a) below), vote together as one class on all matters submitted to a vote for Members’ consent. Each Class A Ordinary
Share shall be entitled to one (1) vote on all matters subject to the vote at general meetings of the Company, and each Class B Ordinary
Share shall be entitled to ten (10) votes on all matters subject to the vote at general meetings of the Company. |
9.(b) |
As regards Voting Rights
Holders of Ordinary Shares have the right to receive
notice of, attend, speak and vote at general meetings of the Company. Holders of Class A Ordinary Shares and Class B Ordinary Shares shall,
at all times (other than in respect of separate general meetings of the holders of a class or series of shares held in accordance with
Article 10(a) below), vote together as one class on all matters submitted to a vote for Members’ consent. Each Class A Ordinary
Share shall be entitled to one (1) vote on all matters subject to the vote at general meetings of the Company, and each Class B Ordinary
Share shall be entitled to ten (10) fifty (50) votes on all matters subject to the vote at general meetings of
the Company. |
66.(2)(b) |
every Member holding Class B Ordinary Shares present in person (or being a corporation, is present by a duly authorised representative), or by proxy shall have ten (10) votes for every fully paid Class B Ordinary Share of which he is the holder and on a poll every Member present in person or by proxy or, in the case of a Member being a corporation, by its duly authorised representative shall have ten (10) votes for every fully paid Class B Ordinary Share of which he is the holder. |
66.(2)(b) |
every Member holding Class B Ordinary Shares present in person (or being a corporation, is present by a duly authorised representative), or by proxy shall have ten (10) fifty (50) votes for every fully paid Class B Ordinary Share of which he is the holder and on a poll every Member present in person or by proxy or, in the case of a Member being a corporation, by its duly authorised representative shall have ten (10) fifty (50) votes for every fully paid Class B Ordinary Share of which he is the holder. |
Annex II
Third Amended and Restated Memorandum of
Association and Articles of Association of the
Company
THE COMPANIES ACT (REVISED)
COMPANY LIMITED BY SHARES
THIRD AMENDED AND RESTATED
MEMORANDUM OF ASSOCIATION
OF
Kuke Music Holding Limited
库客音乐控股有限公司
(Adopted by way of special resolution passed at
an annual general meeting held on [ ] 2024)
| 1. | The name of the Company is Kuke Music Holding Limited and its dual foreign name is 库客音乐控股有限公司. |
| 2. | The Registered Office of the Company shall be at the offices of Conyers Trust Company (Cayman) Limited,
Cricket Square, Hutchins Drive, P.O. 2681, Grand Cayman KY1-1111, Cayman Islands. |
| 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. | Nothing in this Memorandum shall permit the Company to carry on a business for which a licence is required
under the laws of the Cayman Islands unless duly licensed. |
| 6. | The Company shall not trade in the Cayman Islands with any person, firm or corporation except in furtherance
of the business of the Company carried on outside the Cayman Islands; provided that nothing in this clause shall be construed as to prevent
the Company effecting and concluding contracts in the Cayman Islands, and exercising in the Cayman Islands all of its powers necessary
for the carrying on of its business outside the Cayman Islands. |
| 7. | The liability of each member is limited to the amount from time to time unpaid on such member’s shares. |
| 8. | The authorised share capital of the Company is US$5,000,000 divided into 5,000,000,000 shares of a nominal
or par value of US$0.001 each, comprising of (i) 4,961,500,000 Class A Ordinary Shares of a par value of US$ 0.001 each, and (ii) 38,500,000
Class B Ordinary Shares of a par value of US$0.001 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. |
| 9. | The Company may exercise the power contained in the Companies Act to deregister in the Cayman Islands
and be registered by way of continuation in another jurisdiction. |
THE COMPANIES ACT (REVISED)
COMPANY LIMITED BY SHARES
THIRD AMENDED AND RESTATED
ARTICLES OF ASSOCIATION
OF
Kuke Music Holding Limited
库客音乐控股有限公司
(Adopted by way of special resolution passed at
an annual general meeting held on [ ] 2024)
TABLE A
| 1. | 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
| 2. | (1) In these Articles, unless the context otherwise requires, the words standing in the first column
of the following table shall bear the meaning set opposite them respectively in the second column. |
WORD |
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MEANING |
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“ADS” |
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an American Depositary Share representing Class A Ordinary Share(s). |
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“Affiliate” |
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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” |
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these Articles in their present form or as supplemented or amended or substituted from time to time. |
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“Audit Committee” |
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the audit committee of the Company formed by the Board, or any successor audit committee. |
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“Auditor” |
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the independent auditor of the Company which shall be an internationally recognised firm of independent accountants. |
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“Board” or “Directors” |
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the board of directors of the Company or the directors present at a meeting of directors of the Company at which a quorum is present. |
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“capital” |
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the share capital from time to time of the Company. |
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“Chairman” |
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the chairman of the Board. |
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“Class A Ordinary Shares” |
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class A ordinary shares of par value US$0.001 each of the Company having the rights set out in these Articles. |
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“Class B Ordinary Shares” |
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class B ordinary shares of par value US$0.001 each of the Company having the rights set out in these Articles. |
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“clear days” |
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in relation to the period of a notice, that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect. |
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“clearing house” |
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a clearing house recognised by the laws of the jurisdiction in which the Class A Ordinary Shares of the Company (or ADSs or depositary receipts therefor) are listed or quoted on a stock exchange or interdealer quotation system in such jurisdiction. |
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“Company” |
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Kuke Music Holding Limited 库客音乐控股有限公司 . |
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“competent regulatory authority” |
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a competent regulatory authority in the territory where the Class A Ordinary Shares of the Company (or ADSs or depositary receipts therefor) are listed or quoted on a stock exchange or interdealer quotation system in such territory. |
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“Conversion Date” |
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in respect of a Conversion Notice means the day on which that Conversion Notice is delivered. |
“Conversion
Notice” |
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a written notice
delivered to the Company at its Office (and as otherwise stated therein) stating that a holder of Class B Ordinary Shares elects
to convert the number of Class B Ordinary Shares specified therein pursuant to Article 9. |
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“Conversion Number” |
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in relation to any Class
B Ordinary Shares, such number of Class A Ordinary Shares as may, upon exercise of the Conversion Right, be issued at the Conversion
Rate. |
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“Conversion Rate” |
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means, at any time, on
a 1 : 1 basis. |
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“Conversion Right” |
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in respect of a Class B
Ordinary Share means the right of its holder, subject to the provisions of these Articles and to any applicable fiscal or other laws
or regulations including the Law, to convert all or any of its Class B Ordinary Shares, into the Conversion Number of Class A Ordinary
Shares in its discretion. |
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“debenture” and
“debenture holder” |
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include debenture stock
and debenture stockholder respectively |
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“Designated Stock Exchange” |
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the stock exchange in the
United States on which any Class A Ordinary Shares (or ADSs or depositary receipts therefor) are listed for trading. |
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“dollars” and
“$” |
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dollars, the legal currency
of the United States of America. |
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“Exchange
Act” |
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the Securities
Exchange Act of 1934, as amended. |
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“head
office” |
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such
office of the Company as the Directors may from time to time determine to be the principal office of the Company. |
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“Law” |
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The Companies Act, Cap.
22 (Act 3 of 1961, as consolidated and revised) of the Cayman Islands. |
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“Member” |
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a duly registered holder
from time to time of shares in the capital of the Company. |
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“month” |
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a calendar month. |
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“Notice” |
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written notice unless otherwise
specifically stated and as further defined in these Articles. |
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“Office” |
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the registered office of
the Company for the time being. |
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“ordinary resolution” |
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a resolution shall be an
ordinary resolution when it has been passed by a simple majority of votes cast by such Members as, being entitled so to do, vote
in person or, in the case of any Member being a corporation, by its duly authorised representative or, where proxies are allowed,
by proxy at a general meeting of which not less than ten (10) clear days’ Notice has been duly given; |
“Ordinary Shares” |
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Class A Ordinary Shares and Class B Ordinary Shares collectively. |
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“paid up” |
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paid up or credited as paid up. |
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“Register” |
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the principal register and where applicable, any branch register of Members of the Company to be maintained at such place within or outside the Cayman Islands as the Board shall determine from time to time. |
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“Registration Office” |
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in respect of any class of share capital such place as the Board may from time to time determine to keep a branch register of Members in respect of that class of share capital and where (except in cases where the Board otherwise directs) the transfers or other documents of title for such class of share capital are to be lodged for registration and are to be registered. |
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“Seal” |
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common seal or any one or more duplicate seals of the Company (including a securities seal) for use in the Cayman Islands or in any place outside the Cayman Islands. |
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“SEC” |
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the United States Securities and Exchange Commission. |
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“Secretary” |
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any person, firm or corporation appointed by the Board to perform any of the duties of secretary of the Company and includes any assistant, deputy, temporary or acting secretary. |
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“shares” |
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shares in the capital of the Company. |
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“special resolution” |
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a resolution shall be a special resolution when it has been passed by a majority of not less than two-thirds of votes cast by such Members as, being entitled so to do, vote in person or, in the case of such Members as are corporations, by their respective duly authorised representative or, where proxies are allowed, by proxy at a general meeting of which not less than ten (10) clear days’ Notice, specifying (without prejudice to the power contained in these Articles to amend the same) the intention to propose the resolution as a special resolution, has been duly given, provided that, except in the case of an annual general meeting, if it is so agreed by a majority in number of the Members having the right to attend and vote at any such meeting, being a majority together holding not less than ninety-five (95) per cent. in nominal value of the shares giving that right and in the case of an annual general meeting, if it is so agreed by all Members entitled to attend and vote thereat, a resolution may be proposed and passed as a special resolution at a meeting of which less than ten (10) clear days’ Notice has been given; |
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a special resolution shall be effective for any purpose for which an ordinary resolution is expressed to be required under any provision of these Articles or the Statutes. |
“Statutes” |
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the Law and every other law of the Legislature of the Cayman Islands for the time being in force applying to or affecting the Company, its Memorandum of Association and/or these Articles. |
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“year” |
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a calendar year. |
(2)
In these Articles, unless there be something within the subject or context inconsistent with such construction:
| (a) | words importing the singular include the plural and vice versa; |
| (b) | words importing a gender include both gender and the neuter; |
| (c) | words importing persons include companies, associations and bodies of persons whether corporate or not; |
| (i) | “may” shall be construed as permissive; |
| (ii) | “shall” or “will” shall be construed as imperative; |
| (e) | expressions referring to writing shall, unless the contrary intention appears, be construed as including
printing, lithography, photography and other modes of representing words or figures in a visible form, and including where the representation
takes the form of electronic display, provided that both the mode of service of the relevant document or notice and the Member’s
election comply with all applicable Statutes, rules and regulations; |
| (f) | references to any law, ordinance, statute or statutory provision shall be interpreted as relating to any
statutory modification or re-enactment thereof for the time being in force; |
| (g) | save as aforesaid words and expressions defined in the Statutes shall bear the same meanings in these
Articles if not inconsistent with the subject in the context; |
| (h) | references to a document being executed include references to it being executed under hand or under seal
or by electronic signature or by any other method and references to a notice or document include a notice or document recorded or stored
in any digital, electronic, electrical, magnetic or other retrievable form or medium and information in visible form whether having physical
substance or not; |
| (i) | Section 8 and Section 19 of the Electronic Transactions Law (2003) of the Cayman Islands, as amended from
time to time, shall not apply to these Articles to the extent it imposes obligations or requirements in addition to those set out in these
Articles. |
SHARE CAPITAL
| 3. | (1) The authorised share capital of the Company at the date on which these Articles come into effect
shall be US$5,000,000 divided into 5,000,000,000 shares of a nominal or par value of US$0.001 each, comprising of (i) 4,961,500,000 Class
A Ordinary Shares, and (ii) 38,500,000 Class B Ordinary Shares. |
(2)
Subject to the Law, the Company’s Memorandum and Articles of Association and, where applicable, the rules of the Designated
Stock Exchange and/or any competent regulatory authority, the Company shall have the power to purchase or otherwise acquire its own shares
and such power shall be exercisable by the Board in such manner, upon such terms and subject to such conditions as it in its absolute
discretion thinks fit and any determination by the Board of the manner of purchase shall be deemed authorised by these Articles for purposes
of the Law. The Company is hereby authorised to make payments in respect of the purchase of its shares out of capital or out of any other
account or fund which can be authorised for this purpose in accordance with the Law.
(3)
The Board may accept the surrender for no consideration of any fully paid share.
(4)
No share shall be issued to bearer.
ALTERATION OF CAPITAL
| 4. | (1) The Company may from time to time by ordinary resolution in accordance with the Law alter the conditions
of its Memorandum of Association to: |
| (a) | increase its capital by such sum, to be divided into shares of such amounts, as the resolution shall prescribe; |
| (b) | consolidate and divide all or any of its capital into shares of larger amount than its existing shares; |
| (c) | without prejudice to the powers of the Board under Article 12, divide its shares into several classes
and without prejudice to any special rights previously conferred on the holders of existing shares attach thereto respectively any preferential,
deferred, qualified or special rights, privileges, conditions or such restrictions which in the absence of any such determination by the
Company in general meeting, as the Board may determine provided always that, for the avoidance of doubt, where a class of shares
has been authorised by the Members no resolution of the Members in general meeting is required for the issuance of shares of that class
and the Board may issue shares of that class and determine such rights, privileges, conditions or restrictions attaching thereto as aforesaid,
and further provided that where the Company issues shares which do not carry voting rights, the words “non-voting”
shall appear in the designation of such shares and where the equity capital includes shares with different voting rights, the designation
of each class of shares, other than those with the most favourable voting rights, must include the words “restricted voting”
or “limited voting”; |
| (d) | sub-divide its shares, or any of them, into shares of smaller amount than is fixed by the Memorandum of
Association (subject, nevertheless, to the Law), and may by such resolution determine that, as between the holders of the shares resulting
from such sub-division, one or more of the shares may have any such preferred, deferred or other rights or be subject to any such restrictions
as compared with the other or others as the Company has power to attach to unissued or new shares; and/or |
| (e) | cancel any shares which, at the date of the passing of the resolution, have not been taken, or agreed
to be taken, by any person, and diminish the amount of its capital by the amount of the shares so cancelled or, in the case of shares,
without par value, diminish the number of shares into which its capital is divided. |
(2)
No alteration may be made of the kind contemplated by Article 4(1), or otherwise, to the par value of the Class A Ordinary
Shares or the Class B Ordinary Shares unless an identical alteration is made to the par value of the Class B Ordinary Shares or the Class
A Ordinary Shares, as the case may be.
| 5. | The Board may settle as it considers expedient any difficulty which arises in relation to any consolidation
and division under Article 4 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 persons to transfer the shares representing fractions to their purchaser or resolve
that such net proceeds be paid to the Company for the Company’s benefit. Such purchaser will not be bound to see to the application
of the purchase money nor will his title to the shares be affected by any irregularity or invalidity in the proceedings relating to the
sale. |
| 6. | The Company may from time to time by special resolution, subject to any confirmation or consent required
by the Law, reduce its share capital or any capital redemption reserve in any manner permitted by the Law. |
| 7. | Except so far as otherwise provided by the conditions of issue, or by these Articles, any capital raised
by the creation of new shares shall be treated as if it formed part of the original capital of the Company, and such shares shall be subject
to the provisions contained in these Articles with reference to the payment of calls and instalments, transfer and transmission, forfeiture,
lien, cancellation, surrender, voting and otherwise. |
SHARE RIGHTS
| 8. | (1) Subject to the Law, the rules of the Designated Stock Exchange and the Memorandum and Articles
of Association and to any special rights conferred on the holders of any shares or class of shares, and without prejudice to Article 12
hereof, any share in the Company (whether forming part of the present capital or not) may be issued with or have attached thereto such
rights or restrictions whether in regard to dividend, voting, return of capital or otherwise as the Board may determine, including without
limitation on terms that they may be, or at the option of the Company or the holder are, liable to be redeemed on such terms and in such
manner, including out of capital, as the Board may deem fit. |
(2)
Subject to the Law and the rules of the Designated Stock Exchange, any preferred shares may be issued or converted into shares
that, at a designated date or at the option of the Company or the holder if so authorised by its Memorandum of Association, are liable
to be redeemed on such terms and in such manner as the Members before the issue or conversion may by ordinary resolution of the Members
determine. Where the Company purchases for redemption a redeemable share, purchases not made through the market or by tender shall be
limited to a maximum price as may from time to time be determined by the Board, either generally or with regard to specific purchases.
If purchases are by tender, tenders shall comply with applicable laws and the rules of the Designated Stock Exchange.
| 9. | Class A Ordinary Shares and Class B Ordinary Shares shall carry equal rights and rank pari passu
with one another other than as set out below. |
| (i) | Subject to the provisions hereof and to compliance with all fiscal and other laws and regulations applicable
thereto, including the Law, a holder of Class B Ordinary Shares shall have the Conversion Right in respect of each Class B Ordinary Share.
For the avoidance of doubt, a holder of Class A Ordinary Shares shall have no rights to convert Class A Ordinary Shares into Class B Ordinary
Shares under any circumstances. |
| (ii) | Each Class B Ordinary Share shall be converted at the option of the holder, at any time after issue and
without the payment of any additional sum, into one fully paid Class A Ordinary Share calculated at the Conversion Rate. Such conversion
shall take effect on the Conversion Date. A Conversion Notice shall not be effective if it is not accompanied by the share certificates
in respect of the relevant Class B Ordinary Shares and such other evidence (if any) as the Directors may reasonably require to prove the
title of the person exercising such right (or, if such certificates have been lost or destroyed, such evidence of title and such indemnity
as the Directors may reasonably require). Any and all taxes and stamp, issue and registration duties (if any) arising on conversion shall
be borne by the holder of Class B Ordinary Shares requesting conversion. |
| (iii) | On the Conversion Date, every Class B Ordinary Share to be converted shall automatically be re-designated
and re-classified as a Class A Ordinary Share with such rights and restrictions attached thereto and shall rank pari passu in all
respects with the Class A Ordinary Shares then in issue and the Company shall enter or procure the entry of the name of the relevant holder
of Class B Ordinary Shares as the holder of the same number of Class A Ordinary Shares resulting from the conversion of the Class B Ordinary
Shares in, and make any other necessary and consequential changes to, the Register of Members and shall procure that certificates in respect
of the relevant Class A Ordinary Shares, together with a new certificate for any unconverted Class B Ordinary Shares comprised in the
certificate(s) surrendered by the holder of the Class B Ordinary Shares, are issued to the holders thereof. |
| (iv) | Until such time as the Class B Ordinary Shares have been converted into Class A Ordinary Shares, the Company
shall: |
| (1) | at all times keep available for issue and free of all liens, charges, options, mortgages, pledges, claims,
equities, encumbrances and other third-party rights of any nature, and not subject to any pre-emptive rights out of its authorised but
unissued share capital, such number of authorised but unissued Class A Ordinary Shares as would enable all Class B Ordinary Shares to
be converted into Class A Ordinary Shares and any other rights of conversion into, subscription for or exchange into Class A Ordinary
Shares to be satisfied in full; and |
| (2) | not make any issue, grant or distribution or take any other action if the effect would be that on the
conversion of the Class B Ordinary Shares to Class A Ordinary Shares it would be required to issue Class A Ordinary Shares at a price
lower than the par value thereof. |
| (b) | As regards Voting Rights |
Holders of Ordinary Shares have the right
to receive notice of, attend, speak and vote at general meetings of the Company. Holders of Class A Ordinary Shares and Class B Ordinary
Shares shall, at all times (other than in respect of separate general meetings of the holders of a class or series of shares held in accordance
with Article 10(a) below), vote together as one class on all matters submitted to a vote for Members’ consent. Each Class A
Ordinary Share shall be entitled to one (1) vote on all matters subject to the vote at general meetings of the Company, and each Class
B Ordinary Share shall be entitled to fifty (50) votes on all matters subject to the vote at general meetings of the Company.
Upon any direct or indirect sale, transfer,
assignment or disposition of Class B Ordinary Shares by a holder thereof to any person or entity which is not an Affiliate of such holder,
such Class B Ordinary Shares shall be automatically and immediately converted into an equal number of Class A Ordinary Shares.
For the avoidance of doubt, (i) no automatic
conversion as outlined above shall occur on any sale, transfer, assignment or disposition of Class B Ordinary Shares by a holder thereof
to any person or entity which is an Affiliate of such holder; (ii) a sale, transfer, assignment or disposition shall be effective upon
the Company’s registration of such sale, transfer, assignment or disposition in the Company’s Register of Members; and (iii)
the creation of any pledge, charge, encumbrance or other third party right of whatever description on any of Class B Ordinary Shares 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 that is not an Affiliate of
the holder thereof holding legal title or direct or indirect beneficial ownership or voting power through voting proxy or otherwise to
the related Class B Ordinary Shares, in which case all the related Class B Ordinary Shares shall be automatically converted into the same
number of Class A Ordinary Shares upon the Company’s registration of the third party or its designee as a Member holding that number of
Class A Ordinary Shares in the Register of Members.
VARIATION OF RIGHTS
| 10. | Subject to the Law and without prejudice to Article 8, all or any of the special rights for the time
being attached to the shares or any class of shares may, unless otherwise provided by the terms of issue of the shares of that class,
from time to time (whether or not the Company is being wound up) be varied, modified or abrogated with the sanction of a special resolution
passed at a separate general meeting of the holders of the shares of that class. To every such separate general meeting all the provisions
of these Articles relating to general meetings of the Company shall, mutatis mutandis, apply, but so that: |
| (a) | separate general meetings of the holders of a class or series of shares may be called only by (i) the
Chairman, or (ii) a majority of the Board (unless otherwise specifically provided by the terms of issue of the shares of such class or
series). Nothing in this Article 10 shall be deemed to give any Member or Members the right to call a class or series meeting; |
| (b) | the necessary quorum (whether at a separate general meeting or at its adjourned meeting) shall be a person
or persons (or in the case of a Member being a corporation, its duly authorised representative) together holding or representing by proxy
not less than one-third of the voting power of the issued shares of that class; |
| (c) | every holder of shares of the class shall be entitled on a poll to one vote for every such share held
by him; and |
| (d) | any holder of shares of the class present in person or by proxy or authorised representative may demand
a poll. |
| 11. | The special rights conferred upon the holders of any shares or class of shares shall not, unless otherwise
expressly provided in the rights attaching to or the terms of issue of such shares, be deemed to be varied, modified or abrogated by the
creation or issue of further shares ranking pari passu therewith. |
SHARES
| 12. | (1) Subject to the Law, these Articles and, where applicable, the rules of the Designated Stock Exchange
and without prejudice to any special rights or restrictions for the time being attached to any shares or any class of shares, the unissued
shares of the Company (whether forming part of the original or any increased capital) shall be at the disposal of the Board, which may
offer, allot, grant options over or otherwise dispose of them to such persons, at such times and for such consideration and upon such
terms and conditions as the Board may in its absolute discretion determine but so that no shares shall be issued at a discount to par
value. In particular and without prejudice to the generality of the foregoing, the Board is hereby empowered to authorise by resolution
or resolutions from time to time the issuance of one or more classes or series of preferred shares and to fix the designations, powers,
preferences and relative, participating, optional and other rights, if any, and the qualifications, limitations and restrictions thereof,
if any, including, without limitation, the number of shares constituting each such class or series, dividend rights, conversion rights,
redemption privileges, voting powers, full or limited or no voting powers, and liquidation preferences, and to increase or decrease the
size of any such class or series (but not below the number of shares of any class or series of preferred shares then outstanding) to the
extent permitted by the Law. Without limiting the generality of the foregoing, the resolution or resolutions providing for the establishment
of any class or series of preferred shares may, to the extent permitted by the Law, provide that such class or series shall be superior
to, rank equally with or be junior to the preferred shares of any other class or series. |
(2)
Neither the Company nor the Board shall be obliged, when making or granting any allotment of, offer of, option over or disposal
of shares, to make, or make available, any such allotment, offer, option or shares to Members or others with registered addresses in any
particular territory or territories being a territory or territories where, in the absence of a registration statement or other special
formalities, this would or might, in the opinion of the Board, be unlawful or impracticable. Members affected as a result of the foregoing
sentence shall not be, or be deemed to be, a separate class of members for any purpose whatsoever. Except as otherwise expressly provided
in the resolution or resolutions providing for the establishment of any class or series of preferred shares, no vote of the holders of
preferred shares or ordinary shares shall be a prerequisite to the issuance of any shares of any class or series of the preferred shares
authorised by and complying with the conditions of the Memorandum and Articles of Association.
(3)
The Board may issue options, warrants or convertible securities or securities of similar nature conferring the right upon the holders
thereof to subscribe for, purchase or receive any class of shares or securities in the capital of the Company on such terms as it may
from time to time determine.
| 13. | The Company may in connection with the issue of any shares exercise all powers of paying commission and
brokerage conferred or permitted by the Law. Subject to the Law, the commission may be satisfied by the payment of cash or by the allotment
of fully or partly paid shares or partly in one and partly in the other. |
| 14. | Except as required by the Law, no person shall be recognised by the Company as holding any share upon
any trust and the Company shall not be bound by or required in any way to recognise (even when having notice thereof) any equitable, contingent,
future or partial interest in any share or any fractional part of a share or (except only as otherwise provided by these Articles or by
the Law) any other rights in respect of any share except an absolute right to the entirety thereof in the registered holder. |
| 15. | Subject to the Law and these Articles, the Board may at any time after the allotment of shares but before
any person has been entered in the Register as the Member, recognise a renunciation thereof by the allottee in favour of some other person
and may accord to any allottee of a share a right to effect such renunciation upon and subject to such terms and conditions as the Board
considers fit to impose. |
SHARE CERTIFICATES
| 16. | A share certificate may be issued under the Seal or a facsimile thereof and shall specify the number and
class and distinguishing numbers (if any) of the shares to which it relates, and the amount paid up thereon and may otherwise be in such
form as the Board may from time to time determine. No certificate shall be issued representing shares of more than one class. The Board
may by resolution determine, either generally or in any particular case or cases, that any signatures on any such certificates (or certificates
in respect of other securities) need not be autographic but may be affixed to such certificates by some mechanical means or may be printed
thereon. |
| 17. | (1) In the case of a share held jointly by several persons, the Company shall not be bound to issue
more than one certificate therefor and delivery of a certificate to one of several joint holders shall be sufficient delivery to all such
holders. |
(2)
Where a share stands in the names of two or more persons, the person first named in the Register shall as regards service of notices
and, subject to the provisions of these Articles, all or any other matters connected with the Company, except the transfer of the shares,
be deemed the sole holder thereof.
| 18. | Every person whose name is entered, upon an allotment of shares, as a Member in the Register shall be
entitled, without payment, to receive one certificate for all such shares of any one class or several certificates each for one or more
of such shares of such class upon payment for every certificate after the payment of such reasonable out-of-pocket expenses as the Board
from time to time determines, provided however, the Company is not obligated to issue a share certificate to a Members unless the Member
requests it from the Company. |
| 19. | Upon request by a Member, a share certificates shall be issued within the relevant time limit as the Designated
Stock Exchange may from time to time determine after allotment or, except in the case of a transfer which the Company is for the time
being entitled to refuse to register and does not register, after lodgment of a transfer with the Company. |
| 20. | (1) Upon every transfer of shares the certificate held by the transferor shall be given up to be cancelled,
and shall forthwith be cancelled accordingly, and a new certificate may be issued to the transferee in respect of the shares transferred
to him at such fee as is provided in Article 20(2). If any of the shares included in the certificate so given up shall be retained
by the transferor a new certificate for the balance may be issued to him at the aforesaid fee payable by the transferor to the Company
in respect thereof. |
(2)
The fee referred to in Article 20(1) above shall be an amount not exceeding the relevant maximum amount as the Designated Stock
Exchange may from time to time determine provided that the Board may at any time determine a lower amount for such fee.
| 21. | If a share certificate shall be damaged or defaced or alleged to have been lost, stolen or destroyed a
new certificate representing the same shares may be issued to the relevant Member upon request and on payment of such fee as the Board
may determine and, subject to compliance with such terms (if any) as to evidence and indemnity and to payment of the costs and reasonable
out-of-pocket expenses of the Company in investigating such evidence and preparing such indemnity as the Board may think fit and, in case
of damage or defacement, on delivery of the old certificate to the Company provided always that where share warrants have been
issued, no new share warrant shall be issued to replace one that has been lost unless the Board has determined that the original has been
destroyed. |
LIEN
| 22. | The Company shall have a first and paramount lien on every share that is not a fully paid share, for all
moneys (whether presently payable or not) called or payable at a fixed time in respect of that share. The Company shall also have a first
and paramount lien on every share that is not a fully paid share registered in the name of a Member (whether or not jointly with other
Members) for all amounts of money presently payable by such Member or his estate to the Company whether the same shall have been incurred
before or after notice to the Company of any equitable or other interest of any person other than such member, and whether the payment
or discharge of the same shall have actually become due or not, and notwithstanding that the same are joint debts or liabilities of such
Member or his estate and any other person, whether a Member of the Company or not. The Company’s lien on a share shall extend to
all dividends or other moneys payable thereon or in respect thereof. The Board may at any time, generally or in any particular case, waive
any lien that has arisen or declare any share exempt in whole or in part, from the provisions of this Article 22. |
| 23. | Subject to these Articles, the Company may sell in such manner as the Board determines any share on which
the Company has a lien, but no sale shall be made unless some sum in respect of which the lien exists is presently payable, or the liability
or engagement in respect of which such lien exists is liable to be presently fulfilled or discharged nor until the expiration of fourteen
(14) clear days after a Notice, stating and demanding payment of the sum presently payable, or specifying the liability or engagement
and demanding fulfilment or discharge thereof and giving notice of the intention to sell in default, has been served on the registered
holder for the time being of the share or the person entitled thereto by reason of his death or bankruptcy. |
| 24. | The net proceeds of the sale shall be received by the Company and applied in or towards payment or discharge
of the debt or liability in respect of which the lien exists, so far as the same is presently payable, and any residue shall, subject
to a like lien for debts or liabilities not presently payable as existed upon the share prior to the sale, be paid to the person entitled
to the share at the time of the sale. To give effect to any such sale the Board may authorise some person to transfer the shares sold
to the purchaser thereof. The purchaser shall be registered as the holder of the shares so transferred 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
relating to the sale. |
CALLS ON SHARES
| 25. | Subject to these Articles and to the terms of allotment, the Board may from time to time make calls upon
the Members in respect of any moneys unpaid on their shares (whether on account of the nominal value of the shares or by way of premium),
and each Member shall (subject to being given at least fourteen (14) clear days’ Notice specifying the time and place of payment)
pay to the Company as required by such notice the amount called on his shares. A call may be extended, postponed or revoked in whole or
in part as the Board determines but no Member shall be entitled to any such extension, postponement or revocation. |
| 26. | A call shall be deemed to have been made at the time when the resolution of the Board authorising the
call was passed and may be made payable either in one lump sum or by instalments. |
| 27. | A person upon whom a call is made shall remain liable for calls made upon him notwithstanding the subsequent
transfer of the shares in respect of which the call was made. The joint holders of a share shall be jointly and severally liable to pay
all calls and instalments due in respect thereof or other moneys due in respect thereof. |
| 28. | 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 on the amount unpaid from the day appointed for payment thereof to the time of
actual payment at such rate (not exceeding twenty per cent. (20%) per annum) as the Board may determine, but the Board may in its absolute
discretion waive payment of such interest in whole or in part. |
| 29. | No Member shall be entitled to receive any dividend or bonus or to be present and vote (save as proxy
for another Member) at any general meeting either personally or by proxy, or be reckoned in a quorum, or exercise any other privilege
as a Member until all calls or instalments due by him to the Company, whether alone or jointly with any other person, together with interest
and expenses (if any) shall have been paid. |
| 30. | On the trial or hearing of any action or other proceedings for the recovery of any money due for any call,
it shall be sufficient to prove that the name of the Member sued is entered in the Register as the holder, or one of the holders, of the
shares in respect of which such debt accrued, that the resolution making the call is duly recorded in the minute book, and that notice
of such call was duly given to the Member sued, in pursuance of these Articles; and it shall not be necessary to prove the appointment
of the Directors who made such call, nor any other matters whatsoever, but the proof of the matters aforesaid shall be conclusive evidence
of the debt. |
| 31. | Any amount payable in respect of a share upon allotment or at any fixed date, whether in respect of nominal
value or premium or as an instalment of a call, shall be deemed to be a call duly made and payable on the date fixed for payment and if
it is not paid the provisions of these Articles shall apply as if that amount had become due and payable by virtue of a call duly made
and notified. |
| 32. | On the issue of shares the Board may differentiate between the allottees or holders as to the amount of
calls to be paid and the times of payment. |
| 33. | The Board may, if it thinks fit, receive from any Member willing to advance the same, and either in money
or money’s worth, all or any part of the moneys uncalled and unpaid or instalments payable upon any shares held by him and upon
all or any of the moneys so advanced (until the same would, but for such advance, become presently payable) pay interest at such rate
(if any) as the Board may decide. The Board may at any time repay the amount so advanced upon giving to such Member not less than one
month’s Notice of its intention in that behalf, unless before the expiration of such notice the amount so advanced shall have been
called up on the shares in respect of which it was advanced. Such payment in advance shall not entitle the holder of such share or shares
to participate in respect thereof in a dividend subsequently declared. |
FORFEITURE OF SHARES
| 34. | (1) If a call remains unpaid after it has become due and payable the Board may give to the person from
whom it is due not less than fourteen (14) clear days’ Notice: |
| (a) | requiring payment of the amount unpaid together with any interest which may have accrued and which may
still accrue up to the date of actual payment; and |
| (b) | stating that if the Notice is not complied with the shares on which the call was made will be liable to
be forfeited. |
(2)
If the requirements of any such notice are not complied with, any share in respect of which such notice has been given may at any
time thereafter, before payment of all calls and interest due in respect thereof has been made, be forfeited by a resolution of the Board
to that effect, and such forfeiture shall include all dividends and bonuses declared in respect of the forfeited share but not actually
paid before the forfeiture.
| 35. | When any share has been forfeited, notice of the forfeiture shall be served upon the person who was before
forfeiture the holder of the share. No forfeiture shall be invalidated by any omission or neglect to give such notice. |
| 36. | So far as permitted by the Law, the Board may accept the surrender of any share liable to be forfeited
hereunder and, in such case, references in these Articles to forfeiture will include surrender. |
| 37. | Any share so forfeited shall be deemed the property of the Company and may be sold, re-allotted or otherwise
disposed of to such person, upon such terms and in such manner as the Board determines, and at any time before a sale, re-allotment or
disposition the forfeiture may be annulled by the Board on such terms as the Board determines. |
| 38. | A person whose shares have been forfeited shall cease to be a Member in respect of the forfeited shares
but nevertheless shall remain liable to pay the Company all moneys which at the date of forfeiture were presently payable by him to the
Company in respect of the shares, with, if the Board shall in its discretion so requires, interest thereon from the date of forfeiture
until payment at such rate (not exceeding twenty per cent. (20%) per annum) as the Board determines. The Board may enforce payment thereof
if it thinks fit, and without any deduction or allowance for the value of the forfeited shares, at the date of forfeiture, but his liability
shall cease if and when the Company shall have received payment in full of all such moneys in respect of the shares. For the purposes
of this Article 38 any sum which, by the terms of issue of a share, is payable thereon at a fixed time which is subsequent to the
date of forfeiture, whether on account of the nominal value of the share or by way of premium, shall notwithstanding that time has not
yet arrived be deemed to be payable at the date of forfeiture, and the same shall become due and payable immediately upon the forfeiture,
but interest thereon shall only be payable in respect of any period between the said fixed time and the date of actual payment. |
| 39. | A declaration by a Director or the Secretary that a share has been forfeited on a specified date shall
be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share, and such declaration shall
(subject to the execution of an instrument of transfer by the Company if necessary) constitute a good title to the share, and the person
to whom the share is disposed of shall be registered as the holder of the share and shall not be bound to see to the application of the
consideration (if any), nor shall his title to the share be affected by any irregularity in or invalidity of the proceedings in reference
to the forfeiture, sale or disposal of the share. When any share shall have been forfeited, notice of the declaration shall be given to
the Member in whose name it stood immediately prior to the forfeiture, and an entry of the forfeiture, with the date thereof, shall forthwith
be made in the Register, but no forfeiture shall be in any manner invalidated by any omission or neglect to give such notice or make any
such entry. |
| 40. | Notwithstanding any such forfeiture as aforesaid the Board may at any time, before any shares so forfeited
shall have been sold, re-allotted or otherwise disposed of, permit the shares forfeited to be bought back upon the terms of payment of
all calls and interest due upon and expenses incurred in respect of the share, and upon such further terms (if any) as it thinks fit. |
| 41. | The forfeiture of a share shall not prejudice the right of the Company to any call already made or instalment
payable thereon. |
| 42. | 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 payable at a fixed time, whether on account of the nominal value of the share or by way of premium,
as if the same had been payable by virtue of a call duly made and notified. |
REGISTER OF MEMBERS
| 43. | (1) The Company shall keep in one or more books a Register of its Members and shall enter therein the
following particulars, that is to say: |
| (a) | the name and address of each Member, the number and class of shares held by him and the amount paid or
agreed to be considered as paid on such shares; |
| (b) | the date on which each person was entered in the Register; and |
| (c) | the date on which any person ceased to be a Member. |
(2)
The Company may keep an overseas or local or other branch register of Members resident in any place, and the Board may make and
vary such regulations as it determines in respect of the keeping of any such register and maintaining a Registration Office in connection
therewith.
| 44. | The Register and branch register of Members, as the case may be, shall be open to inspection for such
times and on such days as the Board shall determine by Members without charge or by any other person, upon a maximum payment of $2.50
or such other sum specified by the Board, at the Office or Registration Office or such other place at which the Register is kept in accordance
with the Law. The Register including any overseas or local or other branch register of Members may, after compliance with any notice requirement
of the Designated Stock Exchange, be closed at such times or for such periods not exceeding in the whole thirty (30) days in each year
as the Board may determine and either generally or in respect of any class of shares. |
RECORD DATES
| 45. | (1) For the purpose of determining the Members entitled to notice of or to vote at any general meeting,
or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled
to exercise any rights in respect of any change, conversion or exchange of shares or for the purpose of any other lawful action, the Board
may fix, in advance, a date as the record date for any such determination of the Members, which date shall not be more than sixty (60)
days nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other such action. |
(2) If
the Board does not fix a record date for any general meeting, the record date for determining the Members entitled to a notice of or to
vote at such meeting shall be at the close of business on the day next preceding the day on which notice is given, or, if in accordance
with these Articles notice is waived, at the close of business on the day next preceding the day on which the meeting is held. The record
date for determining the Members for any other purpose shall be at the close of business on the day on which the Board adopts the resolution
relating thereto.
(3) A
determination of the Members of record entitled to notice of or to vote at a meeting of the Members shall apply to any adjournment of
the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting.
TRANSFER OF SHARES
| 46. | (1) Subject to these Articles including, without limitation, in the case of Class B Ordinary Shares,
Article 9(c), any Member may transfer all or any of his shares by an instrument of transfer in the usual or common form or in a form
prescribed by the Designated Stock Exchange or in any other form approved by the Board and may be under hand or, if the transferor or
transferee is a clearing house or a central depository house or its nominee(s), by hand or by machine imprinted signature or by such other
manner of execution as the Board may approve from time to time. |
(2) Notwithstanding
the provisions of subparagraph (1) above, for so long as any shares are listed on the Designated Stock Exchange, titles to such
listed shares may be evidenced and transferred in accordance with the laws applicable to and the rules and regulations of the Designated
Stock Exchange that are or shall be applicable to such listed shares. The register of members of the Company in respect of its listed
shares (whether the Register or a branch register) may be kept by recording the particulars required by Section 40 of the Law in a form
otherwise than legible if such recording otherwise complies with the laws applicable to and the rules and regulations of the Designated
Stock Exchange that are or shall be applicable to such listed shares.
| 47. | The instrument of transfer shall be executed by or on behalf of the transferor and the transferee provided
that the Board may dispense with the execution of the instrument of transfer of any fully paid share by the transferee in any case which
it thinks fit in its discretion to do so. Without prejudice to Article 46, the Board may also resolve, either generally or in any
particular case, upon request by either the transferor or transferee, to accept mechanically executed transfers. The transferor shall
be deemed to remain the holder of the share until the name of the transferee is entered in the Register in respect thereof. Nothing in
these Articles shall preclude the Board from recognising a renunciation of the allotment or provisional allotment of any share by the
allottee in favour of some other person. |
| 48. | (1) The Board may, in its absolute discretion, and without giving any reason therefor, refuse to register
a transfer of any share that is not a fully paid up share to a person of whom it does not approve, or any share issued under any share
incentive scheme for employees upon which a restriction on transfer imposed thereby still subsists, and it may also, without prejudice
to the foregoing generality, refuse to register a transfer of any share to more than four joint holders or a transfer of any share that
is not a fully paid up share on which the Company has a lien. |
(2)
The Board in so far as permitted by any applicable law may, in its absolute discretion, at any time and from time to time transfer
any share upon the Register to any branch register or any share on any branch register to the Register or any other branch register. In
the event of any such transfer, the Member requesting such transfer shall bear the cost of effecting the transfer unless the Board otherwise
determines.
(3)
Unless the Board otherwise agrees (which agreement may be on such terms and subject to such conditions as the Board in its absolute
discretion may from time to time determine, and which agreement the Board shall, without giving any reason therefor, be entitled in its
absolute discretion to give or withhold), no shares upon the Register shall be transferred to any branch register nor shall shares on
any branch register be transferred to the Register or any other branch register and all transfers and other documents of title shall be
lodged for registration, and registered, in the case of any shares on a branch register, at the relevant Registration Office, and, in
the case of any shares on the Register, at the Office or such other place at which the Register is kept in accordance with the Law.
| 49. | Without limiting the generality of Article 48, the Board may decline to recognise any instrument
of transfer unless: |
| (a) | a fee of such maximum sum as the Designated Stock Exchange may determine to be payable or such lesser
sum as the Board may from time to time require is paid to the Company in respect thereof; |
| (b) | the instrument of transfer is in respect of only one class of share; |
| (c) | the instrument of transfer is lodged at the Office or such other place at which the Register is kept in
accordance with the Law or the Registration Office (as the case may be) accompanied by the relevant share certificate(s) and such other
evidence as the Board may reasonably require to show the right of the transferor to make the transfer (and, if the instrument of transfer
is executed by some other person on his behalf, the authority of that person so to do); and |
| | |
| (d) | if applicable, the instrument of transfer is duly and properly stamped. |
| 50. | If the Board refuses to register a transfer of any share, it shall, within three months after the date
on which the transfer was lodged with the Company, send to each of the transferor and transferee notice of the refusal. |
| 51. | The registration of transfers of shares or of any class of shares may, after compliance with any notice
requirement of the Designated Stock Exchange, be suspended at such times and for such periods (not exceeding in the whole thirty (30)
days in any year) as the Board may determine. |
TRANSMISSION OF SHARES
| 52. | If a Member dies, the survivor or survivors where the deceased was a joint holder, and his legal personal
representatives where he was a sole or only surviving holder, will be the only persons recognised by the Company as having any title to
his interest in the shares; but nothing in this Article will release the estate of a deceased Member (whether sole or joint) from any
liability in respect of any share which had been solely or jointly held by him. |
| 53. | Any person becoming entitled to a share in consequence of the death or bankruptcy or winding-up of a Member
may, upon such evidence as to his title being produced as may be required by the Board, elect either to become the holder of the share
or to have some person nominated by him registered as the transferee thereof. If he elects to become the holder he shall notify the Company
in writing either at the Registration Office or the Office, as the case may be, to that effect. If he elects to have another person registered
he shall execute a transfer of the share in favour of that person. The provisions of these Articles relating to the transfer and registration
of transfers of shares shall apply to such notice or transfer as aforesaid as if the death or bankruptcy of the Member had not occurred
and the notice or transfer were a transfer signed by such Member. |
| 54. | A person becoming entitled to a share by reason of the death or bankruptcy or winding-up of a Member shall
be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the share. However,
the Board may, if it thinks fit, withhold the payment of any dividend payable or other advantages in respect of such share until such
person shall become the registered holder of the share or shall have effectually transferred such share, but, subject to the requirements
of Article 75(2) being met, such a person may vote at meetings. |
UNTRACEABLE MEMBERS
| 55. | (1) Without prejudice to the rights of the Company under Article 55(2), the Company may cease
sending cheques for dividend entitlements or dividend warrants by post if such cheques or warrants have been left uncashed on two consecutive
occasions. However, the Company may exercise the power to cease sending cheques for dividend entitlements or dividend warrants after the
first occasion on which such a cheque or warrant is returned undelivered. |
(2)
The Company shall have the power to sell, in such manner as the Board thinks fit, any shares of a Member who is untraceable, but
no such sale shall be made unless:
| (a) | all cheques or warrants in respect of dividends of the shares in question, being not less than three in
total number, for any sum payable in cash to the holder of such shares sent during the relevant period in the manner authorised by these
Articles have remained uncashed; |
| (b) | so far as it is aware at the end of the relevant period, the Company has not at any time during the relevant
period received any indication of the existence of the Member who is the holder of such shares or of a person entitled to such shares
by death, bankruptcy or operation of law; and |
| (c) | the Company, if so required by the rules governing the listing of shares on the Designated Stock Exchange,
has given notice to, and caused advertisement in newspapers to be made in accordance with the requirements of the Designated Stock Exchange
of its intention to sell such shares in the manner required by the Designated Stock Exchange, and a period of three months or such shorter
period as may be allowed by the Designated Stock Exchange has elapsed since the date of such advertisement. |
For the purpose of the foregoing, the
“relevant period” means the period commencing twelve (12) years before the date of publication of the advertisement referred
to in paragraph (c) of this Article 55 and ending at the expiry of the period referred to in that paragraph.
(3)
To give effect to any such sale the Board may authorise some person to transfer the said shares and an instrument of transfer signed
or otherwise executed by or on behalf of such person shall be as effective as if it had been executed by the registered holder or the
person entitled by transmission to such shares, and the purchaser shall not be bound to see to the application of the purchase money nor
shall his title to the shares be affected by any irregularity or invalidity in the proceedings relating to the sale. The net proceeds
of the sale will belong to the Company and upon receipt by the Company of such net proceeds it shall become indebted to the former Member
for an amount equal to such net proceeds. No trust shall be created in respect of such debt and no interest shall be payable in respect
of it and the Company shall not be required to account for any money earned from the net proceeds which may be employed in the business
of the Company or as it thinks fit. Any sale under this Article 55 shall be valid and effective notwithstanding that the Member holding
the shares sold is dead, bankrupt or otherwise under any legal disability or incapacity.
GENERAL MEETINGS
| 56. | The Company may (but shall not be obliged to, unless as required by applicable law or rules of the Designated
Stock Exchange) hold an annual general meeting and shall specify the meeting as such in the notices calling it. An annual general meeting
of the Company shall be held at such time and place as may be determined by the Board. |
| 57. | Each general meeting, other than an annual general meeting, shall be called an extraordinary general meeting.
General meetings may be held at such times and in any location in the world as may be determined by the Board. |
| 58. | (1) A (i) majority of the Board, or (ii) the Chairman, or (iii) any Director, where required to give
effect to a requisition received under Article 58(2), may call extraordinary general meetings, which extraordinary general meetings
shall be held at such times and locations (as permitted hereby) as such person or persons shall determine. |
(2)
Any one or more Members holding at the date of deposit of the requisition not less than one-third of the paid up capital of the
Company carrying the right of voting at general meetings of the Company shall at all times have the right, by written requisition to the
Board or the Secretary of the Company, to require an extraordinary general meeting to be called by the Board for the transaction of any
business specified in such requisition and permitted by Article 58(3); and such meeting shall be held within two (2) months after
the deposit of such requisition. If within twenty-one (21) days of such deposit the Board fails to proceed to convene such meeting the
requisitionist(s) himself (themselves) may do so in the same manner, and all reasonable expenses incurred by the requisitionist(s) as
a result of the failure of the Board shall be reimbursed to the requisitionist(s) by the Company.
(3)
A meeting requisitioned under Article 58(2) shall not be permitted to consider or vote upon (1) any resolutions with respect
to the election, appointment or removal of Directors or with respect to the size of the Board, unless such proposal is first approved
by the Nomination Committee of the Board; or (2) any Special Resolution or any matters required to be passed by way of Special Resolution
pursuant to these Articles or the Law.
(4)
Other than by way of requisition under Article 58(2), Members have no right to propose resolutions or other business to be
considered and voted upon at any general meeting of the Company.
NOTICE OF GENERAL MEETINGS
| 59. | (1) An annual general meeting and any extraordinary general meeting may be called by not less than
ten (10) clear days’ Notice but a general meeting may be called by shorter notice, subject to the Law, if it is so agreed: |
| (a) | in the case of a meeting called as an annual general meeting, by all the Members entitled to attend and
vote thereat; and |
| (b) | in the case of any other meeting, by two-thirds (2/3) of the Members 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. |
(2)
The notice shall specify the time and place of the meeting and the general nature of the business. The notice convening an annual
general meeting shall specify the meeting as such. Notice of every general meeting shall be given to all Members other than to such Members
as, under the provisions of these Articles or the terms of issue of the shares they hold, are not entitled to receive such notices from
the Company, to all persons entitled to a share in consequence of the death or bankruptcy or winding-up of a Member and to each of the
Directors.
| 60. | The accidental omission to give Notice of a meeting or (in cases where instruments of proxy are sent out
with the notice) to send such instrument of proxy to, or the non-receipt of such notice or such instrument of proxy by, any person entitled
to receive such notice shall not invalidate any resolution passed or the proceedings at that meeting. |
PROCEEDINGS AT GENERAL MEETINGS
| 61. | (1) No business other than the appointment of a chairman of a meeting shall be transacted at any general
meeting unless a quorum is present at the commencement of the business. At any general meeting of the Company, one or more Members entitled
to vote and present in person or by proxy or (in the case of a Member being a corporation) by its duly authorised representative representing
not less than one-third of all voting power of the Company’s share capital in issue throughout the meeting shall form a quorum for
all purposes. |
(2)
If within thirty (30) minutes (or such longer time not exceeding one hour as the chairman of the meeting may determine to wait)
after the time appointed for the meeting a quorum is not present, the meeting shall be dissolved.
| 62. | The Chairman shall preside as chairman at every general meeting. If at any meeting the chairman is not
present within fifteen (15) minutes after the time appointed for holding the meeting, or is not willing to act as chairman, the Directors
present shall choose one of their number to act, or if one Director only is present he shall preside as chairman if willing to act. If
no Director is present, or if each of the Directors present declines to take the chair, or if the chairman chosen shall retire from the
chair, the Members present in person or by proxy and entitled to vote shall elect one of their members to be chairman. |
| 63. | The chairman may adjourn the meeting from time to time and from place to place, but no business shall
be transacted at any adjourned meeting other than the business which might lawfully have been transacted at the meeting had the adjournment
not taken place. When a meeting is adjourned for fourteen (14) days or more, at least seven (7) clear days’ notice of the adjourned
meeting shall be given specifying the time and place of the adjourned meeting but it shall not be necessary to specify in such notice
the nature of the business to be transacted at the adjourned meeting and the general nature of the business to be transacted. Save as
aforesaid, it shall be unnecessary to give notice of an adjournment. |
| 64. | If an amendment is proposed to any resolution under consideration but is in good faith ruled out of order
by the chairman of the meeting, the proceedings on the substantive resolution shall not be invalidated by any error in such ruling. In
the case of a resolution duly proposed as a special resolution, no amendment thereto (other than a mere clerical amendment to correct
a patent error) may in any event be considered or voted upon. |
NO ACTION BY WRITTEN RESOLUTIONS OF MEMBERS
| 65. | Any action required or permitted to be taken at any annual or extraordinary general meetings of the Company
may be taken only upon the vote of the Members at an annual or extraordinary general meeting duly convened and held in accordance with
these Articles and the Law and may not be taken by written resolution of Members without a meeting. |
VOTING
| 66. | (1) Holders of Ordinary Shares have the right to receive notice of, attend, speak and vote at general
meetings of the Company. Except as required by applicable law and subject to these Articles (including without limitation Article 10(a)),
holders of Class A Ordinary Shares and Class B Ordinary Shares shall at all times vote together as one class on all matters submitted
to a vote of the Shareholders. |
(2)
Subject to any special rights or restrictions as to voting for the time being attached to any shares by or in accordance with these
Articles, at any general meeting on a show of hands:
| (a) | every Member holding Class A Ordinary Shares present in person (or being a corporation, is present by
a duly authorised representative), or by proxy shall have one vote for every fully paid Class A Ordinary Share of which he is the holder
and on a poll every Member present in person or by proxy or, in the case of a Member being a corporation, by its duly authorised representative
shall have one vote for every fully paid Class A Ordinary Share of which he is the holder; and |
| (b) | every Member holding Class B Ordinary Shares present in person (or being a corporation, is present by
a duly authorised representative), or by proxy shall have fifty (50) votes for every fully paid Class B Ordinary Share of which he is
the holder and on a poll every Member present in person or by proxy or, in the case of a Member being a corporation, by its duly authorised
representative shall have fifty (50) votes for every fully paid Class B Ordinary Share of which he is the holder. |
(3)
No amount paid up or credited as paid up on a share in advance of calls or instalments is treated for the foregoing purposes as
paid up on the share.
(4)
Notwithstanding anything contained in these Articles, where more than one proxy is appointed by a Member which is a clearing house
or a central depository house (or its nominee(s)), each such proxy shall have one vote on a show of hands.
(5)
A resolution put to the vote of a meeting shall be decided on a show of hands unless (before or on the declaration of the result
of the show of hands or on the withdrawal of any other demand for a poll) a poll is demanded by the chairman of such meeting or by any
one or more Members who together hold not less than ten percent (10%) in nominal value of the total issued voting shares in the Company,
present in person or in the case of a Member being a corporation by its duly authorised representative or by proxy for the time being
entitled to vote at the meeting. A demand by a person as proxy for a Member or in the case of a Member being a corporation by its duly
authorised representative shall be deemed to be the same as a demand by a Member.
| 67. | Unless a poll is duly demanded and the demand is not withdrawn, a declaration by the chairman that a resolution
has been carried, or carried unanimously, or by a particular majority, or not carried by a particular majority, or lost, and an entry
to that effect made in the minute book of the Company, shall be conclusive evidence of the facts without proof of the number or proportion
of the votes recorded for or against the resolution. |
| 68. | If a poll is duly demanded the result of the poll shall be deemed to be the resolution of the meeting
at which the poll was demanded. There shall be no requirement for the chairman to disclose the voting figures on a poll. |
| 69. | A poll demanded on the election of a chairman, or on a question of adjournment, shall be taken forthwith.
A poll demanded on any other question shall be taken in such manner (including the use of ballot or voting papers or tickets) either forthwith
or at such time (being not later than thirty (30) days after the date of the demand) and place as the chairman directs. It shall not be
necessary (unless the chairman otherwise directs) for notice to be given of a poll not taken immediately. |
| 70. | The demand for a poll shall not prevent the continuance of a meeting or the transaction of any business
other than the question on which the poll has been demanded, and, with the consent of the chairman, it may be withdrawn at any time before
the close of the meeting or the taking of the poll, whichever is the earlier. |
| 71. | On a poll votes may be given either personally (or in the case of a corporation, by its duly authorised
representative) or by proxy. |
| 72. | A person entitled to more than one vote on a poll need not use all his votes or cast all the votes he
uses in the same way. |
| 73. | All questions submitted to a meeting shall be decided by a simple majority of votes cast by such Members
as, being entitled to do so, vote in person or, by proxy or, in the case of a Member being a corporation, by its duly authorised representative
except where a greater majority is required by these Articles or by the Law. In the case of an equality of votes, whether on a show of
hands or on a poll, the chairman of such meeting shall be entitled to a second or casting vote in addition to any other vote he may have. |
| 74. | Where there are joint holders of any share any one of such joint holder may vote, either in person or
by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders be present at any
meeting the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the
other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the Register in respect
of the joint holding. Several executors or administrators of a deceased Member in whose name any share stands shall for the purposes of
this Article be deemed joint holders thereof. |
| 75. | (1) A Member who is a patient for any purpose relating to mental health or in respect of whom an order
has been made by any court having jurisdiction for the protection or management of the affairs of persons incapable of managing their
own affairs may vote, whether on a show of hands or on a poll, by his receiver, committee, curator bonis or other person in the
nature of a receiver, committee or curator bonis appointed by such court, and such receiver, committee, curator bonis or other person
may vote on a poll by proxy, and may otherwise act and be treated as if he were the registered holder of such shares for the purposes
of general meetings, provided that such evidence as the Board may require of the authority of the person claiming to vote shall
have been deposited at the Office, head office or Registration Office, as appropriate, not less than forty-eight (48) hours before the
time appointed for holding the meeting, or adjourned meeting or poll, as the case may be. |
(2)
Any person entitled under Article 54 to be registered as the holder of any shares may vote at any general meeting in respect
thereof in the same manner as if he were the registered holder of such shares, provided that forty-eight (48) hours at least before
the time of the holding of the meeting or adjourned meeting, as the case may be, at which he proposes to vote, he shall satisfy the Board
of his entitlement to such shares, or the Board shall have previously admitted his right to vote at such meeting in respect thereof.
| 76. | No Member shall, unless the Board otherwise determines, be entitled to attend and vote and to be reckoned
in a quorum at any general meeting unless he is duly registered and all calls or other sums presently payable by him in respect of shares
in the Company have been paid. |
| (a) | any objection shall be raised to the qualification of any voter; or |
| (b) | any votes have been counted which ought not to have been counted or which might have been rejected; or |
| (c) | any votes are not counted which ought to have been counted; |
the objection or error shall not vitiate
the decision of the meeting or adjourned meeting on any resolution unless the same is raised or pointed out at the meeting or, as the
case may be, the adjourned meeting at which the vote objected to is given or tendered or at which the error occurs. Any objection or error
shall be referred to the chairman of the meeting and shall only vitiate the decision of the meeting on any resolution if the chairman
decides that the same may have affected the decision of the meeting. The decision of the chairman on such matters shall be final and conclusive.
PROXIES
| 78. | Any Member entitled to attend and vote at a general meeting of the Company shall be entitled to appoint
another person as his proxy to attend and vote instead of him. A Member who is the holder of two or more shares may appoint more than
one proxy to represent him and vote on his behalf at a general meeting of the Company or at a class meeting. A proxy need not be a Member.
In addition, a proxy or proxies representing either a Member who is an individual or a Member which is a corporation shall be entitled
to exercise the same powers on behalf of the Member which he or they represent as such Member could exercise. |
| 79. | The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney
duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other
person authorised to sign the same. In the case of an instrument of proxy purporting to be signed on behalf of a corporation by an officer
thereof it shall be assumed, unless the contrary appears, that such officer was duly authorised to sign such instrument of proxy on behalf
of the corporation without further evidence of the facts. |
| 80. | The instrument appointing a proxy and, if required by the Board, the power of attorney or other authority,
if any, under which it is signed, or a certified copy of such power or authority, shall be delivered to such place or one of such places,
if any, as may be specified for that purpose in or by way of note to or in any document accompanying the notice convening the meeting
or, if no place is so specified at the Registration Office or the Office, as may be appropriate, not less than forty-eight (48) hours
before the time appointed for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote or,
in the case of a poll taken subsequently to the date of a meeting or adjourned meeting, not less than twenty-four (24) hours before the
time appointed for the taking of the poll and in default the instrument of proxy shall not be treated as valid. No instrument appointing
a proxy shall be valid after the expiration of twelve (12) months from the date named in it as the date of its execution, except at an
adjourned meeting or on a poll demanded at a meeting or an adjourned meeting in cases where the meeting was originally held within twelve
(12) months from such date. Delivery of an instrument appointing a proxy shall not preclude a Member from attending and voting in person
at the meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked. |
| 81. | Instruments of proxy shall be in any common form or in such other form as the Board may approve (provided
that this shall not preclude the use of the two-way form) and the Board may, if it thinks fit, send out with the notice of any meeting
forms of instrument of proxy for use at the meeting. The instrument of proxy shall be deemed to confer authority to demand or join in
demanding a poll and to vote on any amendment of a resolution put to the meeting for which it is given as the proxy thinks fit. The instrument
of proxy shall, unless the contrary is stated therein, be valid as well for any adjournment of the meeting as for the meeting to which
it relates. |
| 82. | A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the
previous death or insanity of the principal, or revocation of the instrument of proxy or of the authority under which it was executed,
provided that no intimation in writing of such death, insanity or revocation shall have been received by the Company at the Office
or the Registration Office (or such other place as may be specified for the delivery of instruments of proxy in the notice convening the
meeting or other document sent therewith) two (2) hours at least before the commencement of the meeting or adjourned meeting, or the taking
of the poll, at which the instrument of proxy is used. |
| 83. | Anything which under these Articles a Member may do by proxy he may likewise do by his duly appointed
attorney and the provisions of these Articles relating to proxies and instruments appointing proxies shall apply mutatis mutandis
in relation to any such attorney and the instrument under which such attorney is appointed. |
CORPORATIONS ACTING BY REPRESENTATIVES
| 84. | (1) Any corporation which is a Member may by resolution of its directors or other governing body authorise
such person as it thinks fit to act as its representative at any meeting of the Company or at any meeting of any class of Members. The
person so authorised shall be entitled to exercise the same powers on behalf of such corporation as the corporation could exercise if
it were an individual Member and such corporation shall for the purposes of these Articles be deemed to be present in person at any such
meeting if a person so authorised is present thereat. |
(2)
If a clearing house (or its nominee(s)) or a central depository entity, being a corporation, is a Member, it may authorise such
persons as it thinks fit to act as its representatives at any meeting of the Company or at any meeting of any class of Members provided
that the authorisation shall specify the number and class of shares in respect of which each such representative is so authorised. Each
person so authorised under the provisions of this Article shall be deemed to have been duly authorised without further evidence of the
facts and be entitled to exercise the same rights and powers on behalf of the clearing house or central depository entity (or its nominee(s))
as if such person was the registered holder of the shares of the Company held by the clearing house or a central depository entity (or
its nominee(s)) including the right to vote individually on a show of hands.
(3)
Any reference in these Articles to a duly authorised representative of a Member being a corporation shall mean a representative
authorised under the provisions of this Article.
BOARD OF DIRECTORS
| 85. | (1) Unless otherwise determined by the Members by ordinary resolution, the number of Directors shall
not be less than three (3), the exact number of Directors to be determined from time to time by the Board. |
(2)
The Company may by Ordinary Resolution appoint any person to be a Director.
(3)
The Board may, by the affirmative vote of a simple majority of the Directors present and voting at a Board meeting, appoint any
person as a Director, either to fill a vacancy on the Board arising from the office of any Director being vacated in any of the circumstances
described in Article 86, or as an addition to the existing Board.
(4)
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 Members or re-appointment by the Board.
(5)
No Director shall be required to hold any shares of the Company by way of qualification and a Director who is not a Member shall
be entitled to receive notice of and to attend and speak at any general meeting of the Company and of all classes of shares of the Company.
(6)
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.
(7)
The Board may, from time to time, and except as required by applicable Law or rules of the Designated Stock Exchange, 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.
DISQUALIFICATION OF DIRECTORS
86.
The office of a Director shall be vacated if the Director:
(1)
resigns his office by Notice delivered to the Company at the Office or tendered at a meeting of the Board;
(2)
becomes of unsound mind or dies;
(3)
without special leave of absence from the Board, is absent from meetings of the Board for three (3) consecutive times, unless the
Board resolves that his office not be vacated; or
(4)
becomes bankrupt or has a receiving order made against him or suspends payment or compounds with his creditors;
(5)
is prohibited by law from being a Director; or
(6)
ceases to be a Director by virtue of any provision of the Statutes or is removed from office pursuant to these Articles.
EXECUTIVE DIRECTORS
| 87. | The Board may from time to time appoint any one or more of its body to be a managing director, joint managing
director or deputy managing director or to hold any other employment or executive office with the Company for such period (subject to
their continuance as Directors) and upon such terms as the Board may determine and the Board may revoke or terminate any of such appointments.
Any such revocation or termination as aforesaid shall be without prejudice to any claim for damages that such Director may have against
the Company or the Company may have against such Director. A Director appointed to an office under this Article 87 shall be subject
to the same provisions as to removal as the other Directors of the Company, and he shall (subject to the provisions of any contract between
him and the Company) ipso facto and immediately cease to hold such office if he shall cease to hold the office of Director for any cause. |
| 88. | Notwithstanding Articles 93, 94, 95 and 96, an executive director appointed to an office under Article 87
hereof shall receive such remuneration (whether by way of salary, commission, participation in profits or otherwise or by all or any of
those modes) and such other benefits (including pension and/or gratuity and/or other benefits on retirement) and allowances as the Board
may from time to time determine, and either in addition to or in lieu of his remuneration as a Director. |
ALTERNATE DIRECTORS
| 89. | (1) Each Director shall use his best efforts to attend all meetings of the Board. |
(2)
Any Director may at any time appoint any person (including another Director) to be his alternate Director. An alternate Director
may be removed at any time by the Director who appointed him and, subject thereto, the office of alternate Director shall continue until
the happening of any event which, if he were a Director, would cause him to vacate such office or if his appointer ceases for any reason
to be a Director.
(3)
Any appointment or removal of an alternate Director shall be effected by Notice signed by the appointor and delivered to the Office
or head office or to the Chairman. Any such notice shall be delivered to, and received by, the Office or head office or Chairman not less
than three (3) Business Days prior to the date of any meeting of the Board which such alternate shall attend.
(4)
Any person so appointed shall have all the rights and powers of the Director or Directors for whom such person is appointed in
the alternative.
(5)
An alternate Director may also be a Director in his own right but may not act as alternate to more than one Director. An alternate
Director shall, if his appointor so requests, be entitled to receive notices of meetings of the Board or of committees of the Board to
the same extent as, but in lieu of, the Director appointing him and shall be entitled to such extent to attend and vote as a Director
at any such meeting at which the Director appointing him is not personally present and generally at such meeting to exercise and discharge
all the functions, powers and duties of his appointor as a Director and for the purposes of the proceedings at such meeting the provisions
of these Articles shall apply as if he were a Director save that as an alternate for more than one Director his voting rights shall be
cumulative.
| 90. | An alternate Director shall only be a Director for the purposes of the Law and shall only be subject to
the provisions of the Law insofar as they relate to the duties and obligations of a Director when performing the functions of the Director
for whom he is appointed in the alternative and shall alone be responsible to the Company for his acts and defaults and shall not be deemed
to be the agent of or for the Director appointing him. An alternate Director shall be entitled to contract and be interested in and benefit
from contracts or arrangements or transactions and to be repaid expenses and to be indemnified by the Company to the same extent mutatis
mutandis as if he were a Director but he shall not be entitled to receive from the Company any fee in his capacity as an alternate
Director except only such part, if any, of the remuneration otherwise payable to his appointor as such appointor may by Notice to the
Company from time to time direct. |
| 91. | Every person acting as an alternate Director shall have one vote for each Director for whom he acts as
alternate (in addition to his own vote if he is also a Director). If his appointor is for the time being not available or unable to act,
the signature of an alternate Director to any resolution in writing of the Board or a committee of the Board of which his appointor is
a member shall, unless the notice of his appointment provides to the contrary, be as effective as the signature of his appointor. |
| 92. | An alternate Director shall ipso facto cease to be an alternate Director if his appointor ceases for any
reason to be a Director, however, such alternate Director or any other person may be re-appointed by the Directors to serve as an alternate
Director provided always that, if at any meeting any Director retires but is re-elected at the same meeting, any appointment of
such alternate Director pursuant to these Articles which was in force immediately before his retirement shall remain in force as though
he had not retired. |
DIRECTORS’ FEES AND EXPENSES
| 93. | The remuneration of the Directors may be determined by the Directors or by Ordinary Resolution. |
| 94. | Each Director shall be entitled to be repaid or prepaid all travelling, hotel and incidental expenses
reasonably incurred or expected to be incurred by him in attending meetings of the Board or committees of the Board or general meetings
or separate meetings of any class of shares or of debentures of the Company or otherwise in connection with the discharge of his duties
as a Director. |
| 95. | Any Director who, by request, goes or resides abroad for any purpose of the Company or who performs services
which in the opinion of the Board go beyond the ordinary duties of a Director may be paid such extra remuneration (whether by way of salary,
commission, participation in profits or otherwise) as the Board may determine and such extra remuneration shall be in addition to or in
substitution for any ordinary remuneration provided for by or pursuant to any other Article. |
| 96. | The Board shall determine any payment to any Director or past Director of the Company by way of compensation
for loss of office, or as consideration for or in connection with his retirement from office (not being payment to which the Director
is contractually entitled). |
DIRECTORS’ INTERESTS
| (a) | hold any other office or place of profit with the Company (except that of Auditor) in conjunction with
his office of Director for such period and upon such terms as the Board may determine. Any remuneration (whether by way of salary, commission,
participation in profits or otherwise) paid to any Director in respect of any such other office or place of profit shall be in addition
to any remuneration provided for by or pursuant to any other Article; |
| (b) | act by himself or his firm in a professional capacity for the Company (otherwise than as Auditor) and
he or his firm may be remunerated for professional services as if he were not a Director; |
| (c) | continue to be or become a director, managing director, joint managing director, deputy managing director,
executive director, manager or other officer or member of any other company promoted by the Company or in which the Company may be interested
as a vendor, shareholder or otherwise and, unless otherwise agreed, no such Director shall be accountable for any remuneration, profits
or other benefits received by him as a director, managing director, joint managing director, deputy managing director, executive director,
manager or other officer or member of or from his interests in any such other company. Subject as otherwise provided by these Articles
the Directors may exercise or cause to be exercised the voting powers conferred by the shares in any other company held or owned by the
Company, or exercisable by them as Directors of such other company in such manner in all respects as they think fit (including the exercise
thereof in favour of any resolution appointing themselves or any of them directors, managing directors, joint managing directors, deputy
managing directors, executive directors, managers or other officers of such company) or voting or providing for the payment of remuneration
to the director, managing director, joint managing director, deputy managing director, executive director, manager or other officers of
such other company and any Director may vote in favour of the exercise of such voting rights in manner aforesaid notwithstanding that
he may be, or about to be, appointed a director, managing director, joint managing director, deputy managing director, executive director,
manager or other officer of such other company, and that as such he is or may become interested in the exercise of such voting rights
in manner aforesaid. |
Notwithstanding the foregoing, no “Independent
Director” as defined in the rules of the Designated Stock Exchange or in Rule 10A-3 under the Exchange Act, and with respect of
whom the Board has determined constitutes an “Independent Director” for purposes of compliance with applicable law or the
rules of the Designated Stock Exchange, shall take any of the foregoing actions or any other action that would reasonably be likely to
affect such Director’s status as an “Independent Director” of the Company without the consent of the Audit Committee.
| 98. | Subject to the Law and to these Articles, no Director or proposed or intending Director shall be disqualified
by his office from contracting with the Company, either with regard to his tenure of any office or place of profit or as vendor, purchaser
or in any other manner whatever, nor shall any such contract or any other contract or arrangement in which any Director is in any way
interested be liable to be avoided, nor shall any Director so contracting or being so interested be liable to account to the Company or
the Members for any remuneration, profit or other benefits realised by any such contract or arrangement by reason of such Director holding
that office or of the fiduciary relationship thereby established provided that such Director shall disclose the nature of his interest
in any contract or arrangement in which he is interested in accordance with Article 99 herein. Any such transaction that would reasonably
be likely to affect a Director’s status as an “Independent Director”, or that would constitute a “related party
transaction”, as defined under applicable law or the rules of the Designated Stock Exchange, shall require the approval of the Audit
Committee pursuant to the applicable law or the rules of the Designated Stock Exchange. |
| 99. | A Director who to his knowledge is in any way, whether directly or indirectly, interested in a contract
or arrangement or proposed contract or arrangement with the Company shall declare the nature of his interest at the meeting of the Board
at which the question of entering into the contract or arrangement is first considered, if he knows his interest then exists, or in any
other case at the first meeting of the Board after he knows that he is or has become so interested. For the purposes of this Article,
a general Notice to the Board by a Director to the effect that: |
| (a) | he is a member or officer of a specified company or firm and is to be regarded as interested in any contract
or arrangement which may after the date of the Notice be made with that company or firm; or |
| (b) | he is to be regarded as interested in any contract or arrangement which may after the date of the Notice
be made with a specified person who is connected with him; |
shall be deemed to be a sufficient declaration
of interest under this Article in relation to any such contract or arrangement, provided that no such notice shall be effective
unless either it is given at a meeting of the Board or the Director takes reasonable steps to secure that it is brought up and read at
the next Board meeting after it is given.
| 100. | Following a declaration being made pursuant to the last preceding two Articles, subject to any separate
requirement for Audit Committee approval under applicable law or the listing rules of the Company’s Designated Stock Exchange, and
unless disqualified by the chairman of the relevant Board meeting, a Director may vote in respect of any contract or proposed contract
or arrangement in which such Director is interested and may be counted in the quorum at such meeting. |
GENERAL POWERS OF THE DIRECTORS
| 101. | (1) The business of the Company shall be managed and conducted by the Board, which may pay all expenses
incurred in forming and registering the Company and may exercise all powers of the Company (whether relating to the management of the
business of the Company or otherwise) which are not by the Statutes or by these Articles required to be exercised by the Members in general
meeting, subject nevertheless to the provisions of the Statutes and of these Articles and to such regulations being not inconsistent with
such provisions, as may be prescribed by the Members in a general meeting, but no regulations made by the Members in a general meeting
shall invalidate any prior act of the Board which would have been valid if such regulations had not been made. The general powers given
by this Article shall not be limited or restricted by any special authority or power given to the Board by any other Article. |
(2)
Any person contracting or dealing with the Company in the ordinary course of business shall be entitled to rely on any written
or oral contract or agreement or deed, document or instrument entered into or executed as the case may be by any two of the Directors
acting jointly on behalf of the Company and the same shall be deemed to be validly entered into or executed by the Company as the case
may be and shall, subject to any rule of law, be binding on the Company.
(3)
Without prejudice to the general powers conferred by these Articles it is hereby expressly declared that the Board shall have the
following powers:
| (a) | To give to any person the right or option of requiring at a future date that an allotment shall be made
to him of any share at par or at such premium as may be agreed. |
| (b) | To give to any Directors, officers or employees of the Company an interest in any particular business
or transaction or participation in the profits thereof or in the general profits of the Company either in addition to or in substitution
for a salary or other remuneration. |
| (c) | To resolve that the Company be deregistered in the Cayman Islands and continued in a named jurisdiction
outside the Cayman Islands subject to the provisions of the Law. |
| 102. | The Board may establish any committees, regional or local boards or agencies for managing any of the affairs
of the Company in any place, and may appoint any persons to be members of such committees, local boards, or any managers or agents, and
may fix their remuneration (either by way of salary or by commission or by conferring the right to participation in the profits of the
Company or by a combination of two or more of these modes) and pay the working expenses of any staff employed by them upon the business
of the Company. The Board may delegate to any committee, regional or local board, manager or agent any of the powers, authorities and
discretions vested in or exercisable by the Board (other than its powers to make calls and forfeit shares), with power to sub-delegate,
and may authorise the members of any of them to fill any vacancies therein and to act notwithstanding vacancies. Any such appointment
or delegation may be made upon such terms and subject to such conditions as the Board may think fit, and the Board may remove any person
appointed as aforesaid, and may revoke or vary such delegation, but no person dealing in good faith and without notice of any such revocation
or variation shall be affected thereby. |
| 103. | The Board may by power of attorney appoint any company, firm or person or any fluctuating body of persons,
whether nominated directly or indirectly by the Board, to be the attorney or attorneys of the Company for such purposes and with such
powers, authorities and discretions (not exceeding those vested in or exercisable by the Board under these Articles) and for such period
and subject to such conditions as it may think fit, and any such power of attorney may contain such provisions for the protection and
convenience of persons dealing with any such attorney as the Board may think fit, and may also authorise any such attorney to sub-delegate
all or any of the powers, authorities and discretions vested in him. Such attorney or attorneys may, if so authorised under the Seal of
the Company, execute any deed or instrument under their personal seal with the same effect as the affixation of the Company’s Seal. |
| 104. | The Board may entrust to and confer upon a managing director, joint managing director, deputy managing
director, an executive director or any Director any of the powers exercisable by it upon such terms and conditions and with such restrictions
as it thinks fit, and either collaterally with, or to the exclusion of, its own powers, and may from time to time revoke or vary all or
any of such powers but no person dealing in good faith and without notice of such revocation or variation shall be affected thereby. |
| 105. | All cheques, promissory notes, drafts, bills of exchange and other instruments, whether negotiable or
transferable or not, and all receipts for moneys paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed,
as the case may be, in such manner as the Board shall from time to time by resolution determine. The Company’s banking accounts
shall be kept with such banker or bankers as the Board shall from time to time determine. |
| 106. | (1) The Board may establish or concur or join with other companies (being subsidiary companies of the
Company or companies with which it is associated in business) in establishing and making contributions out of the Company’s moneys
to any schemes or funds for providing pensions, sickness or compassionate allowances, life assurance or other benefits for employees (which
expression as used in this and the following paragraph shall include any Director or ex-Director who may hold or have held any executive
office or any office of profit under the Company or any of its subsidiary companies) and ex-employees of the Company and their dependants
or any class or classes of such person. |
(2)
The Board may pay, enter into agreements to pay or make grants of revocable or irrevocable pensions or other benefits to employees
and ex-employees and their dependants, or to any of such persons, including pensions or benefits additional to those, if any, to which
such employees or ex-employees or their dependants are or may become entitled under any such scheme or fund as mentioned in the last preceding
paragraph. Any such pension or benefit may, as the Board considers desirable, be granted to an employee either before and in anticipation
of or upon or at any time after his actual retirement, and may be subject or not subject to any terms or conditions as the Board may determine.
BORROWING POWERS
| 107. | The Board may exercise all the powers of the Company to raise or borrow money and to mortgage or charge
all or any part of the undertaking, property and assets (present and future) and uncalled capital of the Company and, subject to the Law,
to issue debentures, bonds and other securities, whether outright or as collateral security for any debt, liability or obligation of the
Company or of any third party. |
| 108. | Debentures, bonds and other securities may be made assignable free from any equities between the Company
and the person to whom the same may be issued. |
| 109. | Any debentures, bonds or other securities may be issued at a discount (other than shares), premium or
otherwise and with any special privileges as to redemption, surrender, drawings, allotment of shares, attending and voting at general
meetings of the Members, appointment of Directors and otherwise. |
| 110. | (1) Where any uncalled capital of the Company is charged, all persons taking any subsequent charge
thereon shall take the same subject to such prior charge, and shall not be entitled, by notice to the Members or otherwise, to obtain
priority over such prior charge. |
(2)
The Board shall cause a proper register to be kept, in accordance with the provisions of the Law, of all charges specifically affecting
the property of the Company and of any series of debentures issued by the Company and shall duly comply with the requirements of the Law
in regard to the registration of charges and debentures therein specified and otherwise.
PROCEEDINGS OF THE DIRECTORS
| 111. | The Board may meet for the despatch of business, adjourn and otherwise regulate its meetings as it considers
appropriate. Questions arising at any meeting shall be determined by a majority of votes. At any meeting of the Directors, each Director
present in person or represented by his alternate shall be entitled to one vote. In the case of any equality of votes the Chairman shall
have a second or casting vote. |
| 112. | A Director may, and the Secretary on the requisition of a Director shall, at any time summon a meeting
of the Directors. |
| 113. | (1) The quorum necessary for the transaction of the business of the Board may be fixed by the Board
and, unless so fixed at any other number, shall be a majority of the Directors then in office, and shall always include the Chairman;
provided, however, that if the Chairman is voluntarily absent from the meeting and notifies the Board of his decision to be absent from
that meeting, before or at the meeting, then the presence of the Chairman will not be required for purposes of satisfying quorum for that
meeting. An alternate Director shall be counted in a quorum in the case of the absence of a Director for whom he is the alternate provided
that he shall not be counted more than once for the purpose of determining whether or not a quorum is present. |
(2)
Directors may participate in any meeting of the Board by means of a conference telephone, electronic or other communications equipment
through which all persons participating in the meeting can communicate with each other simultaneously and instantaneously and, for the
purpose of counting a quorum, such participation shall constitute presence at a meeting as if those participating were present in person.
(3)
Any Director who ceases to be a Director at a Board meeting may continue to be present and to act as a Director and be counted
in the quorum until the termination of such Board meeting if no other Director objects and if otherwise a quorum of Directors would not
be present.
(4)
No business other than that set out in the notice of the relevant meeting shall be discussed, or any resolutions passed in respect
of such business, unless unanimously agreed by all the Directors present at such meeting.
| 114. | The continuing Directors or a sole continuing Director may act notwithstanding any vacancy in the Board
but, if and so long as the number of Directors is reduced below the minimum number fixed by or in accordance with these Articles as the
quorum, the continuing Directors or Director, notwithstanding that the number of Directors is below the number fixed by or in accordance
with these Articles as the quorum or that there is only one continuing Director, may act for the purpose of filling vacancies in the Board
or of summoning general meetings of the Company but not for any other purpose. |
| 115. | The Chairman shall be the chairman of all meetings of the Board. If the Chairman is not present at any
meeting within fifteen (15) minutes after the time appointed for holding the same, the Directors present may choose one of their number
to be chairman of the meeting. |
| 116. | A meeting of the Board at which a quorum is present shall be competent to exercise all the powers, authorities
and discretions for the time being vested in or exercisable by the Board. |
| 117. | (1) The Board may delegate any of its powers, authorities and discretions to committees (including,
without limitation, the Audit Committee), consisting of such Director or Directors and other persons as it thinks fit, and they may, from
time to time, revoke such delegation or revoke the appointment of and discharge any such committees either wholly or in part, and either
as to persons or purposes. Any committee so formed shall, in the exercise of the powers, authorities and discretions so delegated, conform
to any regulations which may be imposed on it by the Board. |
(2)
All acts done by any such committee in conformity with such regulations, and in fulfilment of the purposes for which it was appointed,
but not otherwise, shall have like force and effect as if done by the Board, and the Board (or if the Board delegates such power, the
committee) shall have power to remunerate the members of any such committee, and charge such remuneration to the current expenses of the
Company.
| 118. | The meetings and proceedings of any committee consisting of two or more members shall be governed by the
provisions contained in these Articles for regulating the meetings and proceedings of the Board so far as the same are applicable and
are not superseded by any regulations imposed by the Board under the last preceding Article, indicating, without limitation, any committee
charter adopted by the Board for purposes or in respect of any such committee. |
| 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 (an alternate Director, subject as provided
otherwise in the terms of appointment of the alternate Director, being entitled to sign such a resolution on behalf of his appointer if
his appointor is for the time being not available or unable to act), except such as are temporarily unable to act due to ill-health or
disability shall (provided that such resolution is signed by the Chairman and such number is sufficient to constitute a quorum
and further provided that a copy of such resolution has been given or the contents thereof communicated to all the Directors for
the time being entitled to receive notices of Board meetings in the same manner as notices of meetings are required to be given by these
Articles) be as valid and effectual as if a resolution had been passed at a meeting of the Board or committee of Directors, as the case
may be, duly convened and held. Such resolution may be contained in one document or in several documents in like form each signed by one
or more of the Directors and for this purpose a facsimile signature of a Director shall be treated as valid. |
| 120. | All acts bona fide done by the Board or by any committee or by any person acting as a Director or members
of a committee, shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any member of
the Board or such committee or person acting as aforesaid or that they or any of them were disqualified or had vacated office, be as valid
as if every such person had been duly appointed and was qualified and had continued to be a Director or member of such committee. |
OFFICERS
| 121. | (1) The officers of the Company shall consist of the Chairman, the Directors and such additional officers
(who may or may not be Directors) as the Board may from time to time determine, all of whom shall be deemed to be officers for the purposes
of the Law and these Articles. In addition to the officers of the Company, the Board may also from time to time determine and appoint
managers and delegate to the same such powers and duties as are prescribed by the Board. |
(2)
The Directors shall elect the Chairman from amongst the Directors then in office. Such election shall be by way of a resolution
passed by a majority of the votes cast by such Directors as, being entitled so to do, vote at a meeting of the Board.
(3)
The officers shall receive such remuneration as the Directors may from time to time determine.
| 122. | (1) The Secretary and additional officers, if any, shall be appointed by the Board and shall hold office
on such terms and for such period as the Board may determine. If thought fit, two or more persons may be appointed as joint Secretaries.
The Board may also appoint from time to time on such terms as it thinks fit one or more assistant or deputy Secretaries. |
(2)
The Secretary shall attend all meetings of the Members and shall keep correct minutes of such meetings and enter the same in the
proper books provided for the purpose. The Secretary shall perform such other duties as are prescribed by the Law or these Articles or
as may be prescribed by the Board.
| 123. | The officers of the Company shall have such powers and perform such duties in the management, business
and affairs of the Company as may be delegated to them by the Directors from time to time. |
| 124. | A provision of the Law or of these Articles requiring or authorising a thing to be done by or to a Director
and the Secretary shall not be satisfied by its being done by or to the same person acting both as Director and as or in place of the
Secretary. |
REGISTER OF DIRECTORS AND OFFICERS
| 125. | The Company shall cause to be kept in one or more books at its Office a Register of Directors and Officers
in which there shall be entered the full names and addresses of the Directors and Officers and such other particulars as required by the
Law or as the Directors may determine. The Company shall send to the Registrar of Companies in the Cayman Islands a copy of such register,
and shall from time to time notify to the said Registrar of any change that takes place in relation to such Directors and Officers as
required by the Law. |
MINUTES
| 126. | (1) The Board shall cause minutes to be duly entered in books provided for the purpose: |
| (a) | of all elections and appointments of officers; |
| (b) | of the names of the Directors present at each meeting of the Directors and of any committee of the Board; |
| (c) | of all resolutions and proceedings of each general meeting of the Members, meetings of the Board and meetings
of committees of the Board and where there are managers, of all proceedings of meetings of the managers. |
(2)
Minutes shall be kept by the Secretary at the Office for a period of not less than ten (10) years from the date of the relevant
meeting, or for any longer period as may be required by the Statutes.
(3)
Minutes shall be signed by the chairman of the relevant meeting.
SEAL
| 127. | (1) The Company shall have one or more Seals, as the Board may determine. For the purpose of sealing
documents creating or evidencing securities issued by the Company, the Company may have a securities seal which is a facsimile of the
Seal of the Company with the addition of the word “Securities” on its face or in such other form as the Board may approve.
The Board shall provide for the custody of each Seal and no Seal shall be used without the authority of the Board or of a committee of
the Board authorised by the Board in that behalf. Subject as otherwise provided in these Articles, any instrument to which a Seal is affixed
shall be signed autographically by one Director and the Secretary or by two Directors or by such other person (including a Director) or
persons as the Board may appoint, either generally or in any particular case, save that as regards any certificates for shares or debentures
or other securities of the Company the Board may by resolution determine that such signatures or either of them shall be dispensed with
or affixed by some method or system of mechanical signature. Every instrument executed in manner provided by this Article 127 shall
be deemed to be sealed and executed with the authority of the Board previously given. |
(2)
Where the Company has a Seal for use abroad, the Board may by writing under the Seal appoint any agent or committee abroad to be
the duly authorised agent of the Company for the purpose of affixing and using such Seal and the Board may impose restrictions on the
use thereof as may be thought fit. Wherever in these Articles reference is made to the Seal, the reference shall, when and so far as may
be applicable, be deemed to include any such other Seal as aforesaid.
AUTHENTICATION OF DOCUMENTS
| 128. | Any Director or the Secretary or any person appointed by the Board for the purpose may authenticate any
documents affecting the constitution of the Company and any resolution passed by the Company or the Board or any committee, and any books,
records, documents and accounts relating to the business of the Company, and to certify copies thereof or extracts therefrom as true copies
or extracts, and if any books, records, documents or accounts are elsewhere than at the Office or the head office the local manager or
other officer of the Company having the custody thereof shall be deemed to be a person so appointed by the Board. A document purporting
to be a copy of a resolution, or an extract from the minutes of a meeting, of the Company or of the Board or any committee thereof which
is so certified shall be conclusive evidence in favour of all persons dealing with the Company upon the faith thereof that such resolution
has been duly passed or, as the case may be, that such minutes or extract is a true and accurate record of proceedings at a duly constituted
meeting. |
DESTRUCTION OF DOCUMENTS
| 129. | (1) The Company shall be entitled to destroy the following documents at the following times: |
| (a) | any share certificate which has been cancelled at any time after the expiry of one (1) year from the date
of such cancellation; |
| (b) | any dividend mandate or any variation or cancellation thereof or any notification of change of name or
address at any time after the expiry of two (2) years from the date such mandate variation cancellation or notification was recorded by
the Company; |
| (c) | any instrument of transfer of shares which has been registered at any time after the expiry of seven (7)
years from the date of registration; |
| (d) | any allotment letters after the expiry of seven (7) years from the date of issue thereof; and |
| (e) | copies of powers of attorney, grants of probate and letters of administration at any time after the expiry
of seven (7) years after the account to which the relevant power of attorney, grant of probate or letters of administration related has
been closed; |
and it shall conclusively be presumed
in favour of the Company that every entry in the Register purporting to be made on the basis of any such documents so destroyed was duly
and properly made and every share certificate so destroyed was a valid certificate duly and properly cancelled and that every instrument
of transfer so destroyed was a valid and effective instrument duly and properly registered and that every other document destroyed hereunder
was a valid and effective document in accordance with the recorded particulars thereof in the books or records of the Company. Provided
always that: (1) the foregoing provisions of this Article 129 shall apply only to the destruction of a document in good faith and
without express notice to the Company that the preservation of such document was relevant to a claim; (2) nothing contained in this Article 129
shall be construed as imposing upon the Company any liability in respect of the destruction of any such document earlier than as aforesaid
or in any case where the conditions of proviso (1) above are not fulfilled; and (3) references in this Article to the destruction of any
document include references to its disposal in any manner.
(2)
Notwithstanding any provision contained in these Articles, the Directors may, if permitted by applicable law, authorise the destruction
of documents set out in sub-paragraphs (a) to (e) of Article 129(1) and any other documents in relation to share registration
which have been microfilmed or electronically stored by the Company or by the share registrar on its behalf provided always that
this Article shall apply only to the destruction of a document in good faith and without express notice to the Company and its share registrar
that the preservation of such document was relevant to a claim.
DIVIDENDS AND OTHER PAYMENTS
| 130. | Subject to the Law and any rights and restrictions for the time being attached to any class or classes
of shares and these Articles, the Board may from time to time declare dividends in any currency to be paid to the Members and other distributions
on shares in issue and authorise payment of the same out of the funds of the Company lawfully available therefor. At any and every time
the Board declares dividends, Class A Ordinary Shares and Class B Ordinary Shares shall have identical rights in the dividends so declared. |
| 131. | Dividends may be declared and paid out of the profits of the Company, realised or unrealised, or from
any reserve set aside from profits which the Directors determine is no longer needed. The Board may also declare and pay dividends out
of share premium account or any other fund or account which can be authorised for this purpose in accordance with the Law. |
| 132. | Except in so far as the rights attaching to, or the terms of issue of, any share otherwise provide, |
| (a) | all dividends shall be declared and paid according to the amounts paid up on the shares in respect of
which the dividend is paid, but no amount paid up on a share in advance of calls shall be treated for the purposes of this Article as
paid up on the share; and |
| (b) | all dividends shall be apportioned and paid pro rata according to the amounts paid up on the shares during
any portion or portions of the period in respect of which the dividend is paid. |
| 133. | The Board may from time to time pay to the Members such interim dividends as appear to the Board to be
justified by the profits of the Company and in particular (but without prejudice to the generality of the foregoing) if at any time the
share capital of the Company is divided into different classes, the Board may pay such interim dividends in respect of those shares in
the capital of the Company which confer on the holders thereof deferred or non-preferential rights as well as in respect of those shares
which confer on the holders thereof preferential rights with regard to dividend and may also pay any fixed dividend which is payable on
any shares of the Company half-yearly or on any other dates, whenever such profits, in the opinion of the Board, justifies such payment.
The Board shall not incur any responsibility to the holders of shares conferring any preference for any damage that they may suffer by
reason of the payment of an interim dividend on any shares having deferred or non-preferential rights |
| 134. | The Board may deduct from any dividend or other moneys payable to a Member by the Company on or in respect
of any shares all sums of money (if any) presently payable by him to the Company on account of calls or otherwise. |
| 135. | No dividend or other moneys payable by the Company on or in respect of any share shall bear interest against
the Company. |
| 136. | Any dividend, interest or other sum payable in cash to the holder of shares may be paid by cheque or warrant
sent through the post addressed to the holder at his registered address or, in the case of joint holders, addressed to the holder whose
name stands first in the Register in respect of the shares at his address as appearing in the Register or addressed to such person and
at such address as the holder or joint holders may in writing direct. Every such cheque or warrant shall, unless the holder or joint holders
otherwise direct, be made payable to the order of the holder or, in the case of joint holders, to the order of the holder whose name stands
first on the Register in respect of such shares, and shall be sent at his or their risk and payment of the cheque or warrant by the bank
on which it is drawn shall constitute a good discharge to the Company notwithstanding that it may subsequently appear that the same has
been stolen or that any endorsement thereon has been forged. Any one of two or more joint holders may give effectual receipts for any
dividends or other moneys payable or property distributable in respect of the shares held by such joint holders. |
| 137. | All dividends or bonuses unclaimed for one (1) year after having been declared may be invested or otherwise
made use of by the Board for the benefit of the Company until claimed. Any dividend or bonuses unclaimed after a period of six (6) years
from the date of declaration shall be forfeited and shall revert to the Company. The payment by the Board of any unclaimed dividend or
other sums payable on or in respect of a share into a separate account shall not constitute the Company a trustee in respect thereof. |
| 138. | Whenever the Board has resolved that a dividend be paid or declared, the Board may further resolve that
such dividend be satisfied wholly or in part by the distribution of specific assets of any kind and in particular of paid up shares, debentures
or warrants to subscribe securities of the Company or any other company, or in any one or more of such ways, and where any difficulty
arises in regard to the distribution the Board may settle the same as it thinks expedient, and in particular may issue certificates in
respect of fractions of shares, disregard fractional entitlements or round the same up or down, and may fix the value for distribution
of such specific assets, or any part thereof, and may determine that cash payments shall be made to any Members upon the basis of the
value so fixed in order to adjust the rights of all parties, and may vest any such specific assets in trustees as may seem expedient to
the Board and may appoint any person to sign any requisite instruments of transfer and other documents on behalf of the persons entitled
to the dividend, and such appointment shall be effective and binding on the Members. The Board may resolve that no such assets shall be
made available to Members with registered addresses in any particular territory or territories where, in the absence of a registration
statement or other special formalities, such distribution of assets would or might, in the opinion of the Board, be unlawful or impracticable
and in such event the only entitlement of the Members aforesaid shall be to receive cash payments as aforesaid. Members affected as a
result of the foregoing sentence shall not be or be deemed to be a separate class of Members for any purpose whatsoever. |
| 139. | (1) Whenever the Board has resolved that a dividend be paid or declared on any class of the share capital
of the Company, the Board may further resolve either: |
| (a) | that such dividend be satisfied wholly or in part in the form of an allotment of shares credited as fully
paid up, provided that the Members entitled thereto will be entitled to elect to receive such dividend (or part thereof if the
Board so determines) in cash in lieu of such allotment. In such case, the following provisions shall apply: |
| (i) | the basis of any such allotment shall be determined by the Board; |
| (ii) | the Board, after determining the basis of allotment, shall give not less than ten (10) days’ Notice
to the holders of the relevant shares of the right of election accorded to them and shall send with such notice forms of election and
specify the procedure to be followed and the place at which and the latest date and time by which duly completed forms of election must
be lodged in order to be effective; |
| (iii) | the right of election may be exercised in respect of the whole or part of that portion of the dividend
in respect of which the right of election has been accorded; and |
| (iv) | the dividend (or that part of the dividend to be satisfied by the allotment of shares as aforesaid) shall
not be payable in cash on shares in respect whereof the cash election has not been duly exercised (“the non-elected shares”)
and in satisfaction thereof shares of the relevant class shall be allotted credited as fully paid up to the holders of the non-elected
shares on the basis of allotment determined as aforesaid and for such purpose the Board shall capitalise and apply out of any part of
the undivided profits of the Company (including profits carried and standing to the credit of any reserves or other special account, share
premium account, capital redemption reserve other than the Subscription Rights Reserve) as the Board may determine, such sum as may be
required to pay up in full the appropriate number of shares of the relevant class for allotment and distribution to and amongst the holders
of the non-elected shares on such basis; or |
| (b) | that the Members entitled to such dividend shall be entitled to elect to receive an allotment of shares
credited as fully paid up in lieu of the whole or such part of the dividend as the Board may think fit. In such case, the following provisions
shall apply: |
| (i) | the basis of any such allotment shall be determined by the Board; |
| (ii) | the Board, after determining the basis of allotment, shall give not less than ten (10) days’ Notice
to the holders of the relevant shares of the right of election accorded to them and shall send with such notice forms of election and
specify the procedure to be followed and the place at which and the latest date and time by which duly completed forms of election must
be lodged in order to be effective; |
| (iii) | the right of election may be exercised in respect of the whole or part of that portion of the dividend
in respect of which the right of election has been accorded; and |
| (iv) | the dividend (or that part of the dividend in respect of which a right of election has been accorded)
shall not be payable in cash on shares in respect whereof the share election has been duly exercised (“the elected shares”)
and in satisfaction thereof shares of the relevant class shall be allotted credited as fully paid up to the holders of the elected shares
on the basis of allotment determined as aforesaid and for such purpose the Board shall capitalise and apply out of any part of the undivided
profits of the Company (including profits carried and standing to the credit of any reserves or other special account, share premium account,
capital redemption reserve other than the Subscription Rights Reserve) as the Board may determine, such sum as may be required to pay
up in full the appropriate number of shares of the relevant class for allotment and distribution to and amongst the holders of the elected
shares on such basis. |
(2) | (a) | The shares allotted pursuant to the provisions of Article 139(1)
shall rank pari passu in all respects with shares of the same class (if any) then in issue save only as regards participation
in the relevant dividend or in any other distributions, bonuses or rights paid, made, declared or announced prior to or contemporaneously
with the payment or declaration of the relevant dividend unless, contemporaneously with the announcement by the Board of their proposal
to apply the provisions of sub-paragraph (a) or (b) of Article 139(2) in relation to the relevant dividend or contemporaneously
with their announcement of the distribution, bonus or rights in question, the Board shall specify that the shares to be allotted pursuant
to the provisions of paragraph (1) of this Article shall rank for participation in such distribution, bonus or rights. |
| (b) | The Board may do all acts and things considered necessary or expedient to give effect to any capitalisation
pursuant to the provisions of Article 139(1), with full power to the Board to make such provisions as it thinks fit in the case of
shares becoming distributable in fractions (including provisions whereby, in whole or in part, fractional entitlements are aggregated
and sold and the net proceeds distributed to those entitled, or are disregarded or rounded up or down or whereby the benefit of fractional
entitlements accrues to the Company rather than to the Members concerned). The Board may authorise any person to enter into on behalf
of all Members interested, an agreement with the Company providing for such capitalisation and matters incidental thereto and any agreement
made pursuant to such authority shall be effective and binding on all concerned. |
(3)
The Board may resolve in respect of any one particular dividend of the Company that notwithstanding the provisions of paragraph (1)
of this Article 139 a dividend may be satisfied wholly in the form of an allotment of shares credited as fully paid up without offering
any right to shareholders to elect to receive such dividend in cash in lieu of such allotment.
(4)
The Board may on any occasion determine that rights of election and the allotment of shares under Article 139(1) shall not
be made available or made to any shareholders with registered addresses in any territory where, in the absence of a registration statement
or other special formalities, the circulation of an offer of such rights of election or the allotment of shares would or might, in the
opinion of the Board, be unlawful or impracticable, and in such event the provisions aforesaid shall be read and construed subject to
such determination. Members affected as a result of the foregoing sentence shall not be or be deemed to be a separate class of Members
for any purpose whatsoever.
(5)
Any resolution declaring a dividend on shares of any class may specify that the same shall be payable or distributable to the persons
registered as the holders of such shares at the close of business on a particular date, notwithstanding that it may be a date prior to
that on which the resolution is passed, and thereupon the dividend shall be payable or distributable to them in accordance with their
respective holdings so registered, but without prejudice to the rights inter se in respect of such dividend of transferors and transferees
of any such shares. The provisions of this Article shall mutatis mutandis apply to bonuses, capitalisation issues, distributions
of realised capital profits or offers or grants made by the Company to the Members.
RESERVES
| 140. | (1) The Board shall establish an account to be called the share premium account and shall carry to
the credit of such account from time to time a sum equal to the amount or value of the premium paid on the issue of any share in the Company.
Unless otherwise provided by the provisions of these Articles, the Board may apply the share premium account in any manner permitted by
the Law. The Company shall at all times comply with the provisions of the Law in relation to the share premium account. |
(2)
Before recommending any dividend, the Board may set aside out of the profits of the Company such sums as it determines as reserves
which shall, at the discretion of the Board, be applicable for any purpose to which the profits of the Company may be properly applied
and pending such application may, also at such discretion, either be employed in the business of the Company or be invested in such investments
as the Board may from time to time think fit and so that it shall not be necessary to keep any investments constituting the reserve or
reserves separate or distinct from any other investments of the Company. The Board may also without placing the same to reserve carry
forward any profits which it may think prudent not to distribute.
CAPITALISATION
| 141. | (1) The Company may, upon the recommendation of the Board, at any time and from time to time pass an
ordinary resolution to the effect that it is desirable to capitalise all or any part of any amount for the time being standing to the
credit of any reserve or fund (including a share premium account and capital redemption reserve and the profit and loss account) whether
or not the same is available for distribution and accordingly that such amount be set free for distribution among the Members or any class
of Members who would be entitled thereto if it were distributed by way of dividend and in the same proportions, on the basis that the
same is not paid in cash but is applied either in or towards paying up the amounts for the time being unpaid on any shares in the Company
held by such Members respectively or in paying up in full unissued shares, debentures or other obligations of the Company, to be allotted
and distributed credited as fully paid up among such Members, or partly in one way and partly in the other, and the Board shall give effect
to such resolution provided that, for the purposes of this Article 141, a share premium account and any capital redemption
reserve or fund representing unrealised profits, may be applied only in paying up in full unissued shares of the Company to be allotted
to such Members credited as fully paid. |
(2)
Notwithstanding any provisions in these Articles, the Board may resolve to capitalise all or any part of any amount for the time
being standing to the credit of any reserve or fund (including a share premium account and the profit and loss account) whether or not
the same is available for distribution by applying such sum in paying up unissued shares to be allotted to (i) employees (including directors)
of the Company and/or its affiliates (meaning any individual, corporation, partnership, association, joint-stock company, trust, unincorporated
association or other entity (other than the Company) that directly, or indirectly through one or more intermediaries, controls, is controlled
by or is under common control with, the Company) 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 Members at a general
meeting, or (ii) any trustee of any trust 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 Members at a general meeting.
| 142. | The Board may settle, as it considers appropriate, any difficulty arising in regard to any distribution
under Article 141 and in particular may issue certificates in respect of fractions of shares or authorise any person to sell and
transfer any fractions or may resolve that the distribution should be as nearly as may be practicable in the correct proportion but not
exactly so or may ignore fractions altogether, and may determine that cash payments shall be made to any Members in order to adjust the
rights of all parties, as may seem expedient to the Board. The Board may appoint any person to sign on behalf of the persons entitled
to participate in the distribution any contract necessary or desirable for giving effect thereto and such appointment shall be effective
and binding upon the Members. |
SUBSCRIPTION RIGHTS RESERVE
| 143. | The following provisions shall have effect to the extent that they are not prohibited by and are in compliance
with the Law: |
(1)
If, so long as any of the rights attached to any warrants issued by the Company to subscribe for shares of the Company shall remain
exercisable, the Company does any act or engages in any transaction which, as a result of any adjustments to the subscription price in
accordance with the provisions of the conditions of the warrants, would reduce the subscription price to below the par value of a share,
then the following provisions shall apply:
| (a) | as from the date of such act or transaction the Company shall establish and thereafter (subject as provided
in this Article 143) maintain in accordance with the provisions of this Article 143 a reserve (the “Subscription Rights
Reserve”) the amount of which shall at no time be less than the sum which for the time being would be required to be capitalised
and applied in paying up in full the nominal amount of the additional shares required to be issued and allotted credited as fully paid
pursuant to sub-paragraph (c) below on the exercise in full of all the subscription rights outstanding and shall apply the Subscription
Rights Reserve in paying up such additional shares in full as and when the same are allotted; |
| (b) | the Subscription Rights Reserve shall not be used for any purpose other than that specified above unless
all other reserves of the Company (other than share premium account) have been extinguished and will then only be used to make good losses
of the Company if and so far as is required by the Law; |
| (c) | upon the exercise of all or any of the subscription rights represented by any warrant, the relevant subscription
rights shall be exercisable in respect of a nominal amount of shares equal to the amount in cash which the holder of such warrant is required
to pay on exercise of the subscription rights represented thereby (or, as the case may be the relevant portion thereof in the event of
a partial exercise of the subscription rights) and, in addition, there shall be allotted in respect of such subscription rights to the
exercising warrantholder, credited as fully paid, such additional nominal amount of shares as is equal to the difference between: |
| (i) | the said amount in cash which the holder of such warrant is required to pay on exercise of the subscription
rights represented thereby (or, as the case may be, the relevant portion thereof in the event of a partial exercise of the subscription
rights); and |
| (ii) | the nominal amount of shares in respect of which such subscription rights would have been exercisable
having regard to the provisions of the conditions of the warrants, had it been possible for such subscription rights to represent the
right to subscribe for shares at less than par and immediately upon such exercise so much of the sum standing to the credit of the Subscription
Rights Reserve as is required to pay up in full such additional nominal amount of shares shall be capitalised and applied in paying up
in full such additional nominal amount of shares which shall forthwith be allotted credited as fully paid to the exercising warrantholders;
and |
| (d) | if, upon the exercise of the subscription rights represented by any warrant, the amount standing to the
credit of the Subscription Rights Reserve is not sufficient to pay up in full such additional nominal amount of shares equal to such difference
as aforesaid to which the exercising warrantholder is entitled, the Board shall apply any profits or reserves then or thereafter becoming
available (including, to the extent permitted by the Law, share premium account) for such purpose until such additional nominal amount
of shares is paid up and allotted as aforesaid and until then no dividend or other distribution shall be paid or made on the fully paid
shares of the Company then in issue. Pending such payment and allotment, the exercising warrantholder shall be issued by the Company with
a certificate evidencing his right to the allotment of such additional nominal amount of shares. The rights represented by any such certificate
shall be in registered form and shall be transferable in whole or in part in units of one share in the like manner as the shares for the
time being are transferable, and the Company shall make such arrangements in relation to the maintenance of a register therefor and other
matters in relation thereto as the Board may think fit and adequate particulars thereof shall be made known to each relevant exercising
warrantholder upon the issue of such certificate. |
(2)
Shares allotted pursuant to the provisions of this Article shall rank pari passu in all respects with the other shares allotted
on the relevant exercise of the subscription rights represented by the warrant concerned. Notwithstanding anything contained in Article143(1),
no fraction of any share shall be allotted on exercise of the subscription rights.
(3)
The provisions of this Article as to the establishment and maintenance of the Subscription Rights Reserve shall not be altered
or added to in any way which would vary or abrogate, or which would have the effect of varying or abrogating the provisions for the benefit
of any warrantholder or class of warrantholders under this Article without the sanction of a special resolution of such warrantholders
or class of warrantholders.
(4)
A certificate or report by the auditors for the time being of the Company as to whether or not the Subscription Rights Reserve
is required to be established and maintained and if so the amount thereof so required to be established and maintained, as to the purposes
for which the Subscription Rights Reserve has been used, as to the extent to which it has been used to make good losses of the Company,
as to the additional nominal amount of shares required to be allotted to exercising warrantholders credited as fully paid, and as to any
other matter concerning the Subscription Rights Reserve shall (in the absence of manifest error) be conclusive and binding upon the Company
and all warrantholders and shareholders.
ACCOUNTING RECORDS
| 144. | The Board shall cause true accounts to be kept of the sums of money received and expended by the Company,
and the matters in respect of which such receipt and expenditure take place, and of the property, assets, credits and liabilities of the
Company and of all other matters required by the Law or necessary to give a true and fair view of the Company’s affairs and to explain
its transactions. |
| 145. | The accounting records shall be kept at the Office or, at such other place or places as the Board decides
and shall always be open to inspection by the Directors. No Member (other than a Director) shall have any right of inspecting any accounting
record or book or document of the Company except as conferred by the Law or authorised by the Board or the Members in general meeting. |
| 146. | Subject to Article 147, a printed copy of the Directors’ report, accompanied by the balance
sheet and profit and loss account, including every document required by the Law to be annexed thereto, made up to the end of the applicable
financial year and containing a summary of the assets and liabilities of the Company under convenient heads and a statement of income
and expenditure, together with a copy of the Auditors’ report, shall be sent to each person entitled thereto at least ten (10) days
before the date of the general meeting and laid before the Company at the annual general meeting held in accordance with Article 56
provided that this Article 146 shall not require a copy of those documents to be sent to any person whose address the Company
is not aware or to more than one of the joint holders of any shares or debentures. |
| 147. | Subject to due compliance with all applicable Statutes, rules and regulations, including, without limitation,
the rules of the Designated Stock Exchange, and to obtaining all necessary consents, if any, required thereunder, the requirements of
Article 146 shall be deemed satisfied in relation to any person by sending to the person in any manner not prohibited by the Statutes,
a summary financial statement derived from the Company’s annual accounts and the directors’ report which shall be in the form
and containing the information required by applicable laws and regulations, provided that any person who is otherwise entitled
to the annual financial statements of the Company and the directors’ report thereon may, if he so requires by Notice served on the
Company, demand that the Company sends to him, in addition to a summary financial statement, a complete printed copy of the Company’s
annual financial statement and the directors’ report thereon. |
| 148. | The requirement to send to a person referred to in Article 146 the documents referred to in that
article or a summary financial report in accordance with Article 147 shall be deemed satisfied where, in accordance with all applicable
Statutes, rules and regulations, including, without limitation, the rules of the Designated Stock Exchange, the Company publishes copies
of the documents referred to in Article 146 and, if applicable, a summary financial report complying with Article 147, on the
Company’s computer network or in any other permitted manner (including by sending any form of electronic communication), and that
person has agreed or is deemed to have agreed to treat the publication or receipt of such documents in such manner as discharging the
Company’s obligation to send to him a copy of such documents. |
AUDIT
| 149. | Subject to applicable law and the rules of the Designated Stock Exchange, the Board may appoint an Auditor,
who shall hold office until removed from office by a resolution of the Board, to audit the accounts of the Company. Such auditor may be
a Member but no Director or officer or employee of the Company shall, during his continuance in office, be eligible to act as an auditor
of the Company. |
| 150. | Subject to the Law, the accounts of the Company shall be audited at least once in every year. |
| 151. | The remuneration of the Auditor shall be determined by the Audit Committee or, in the absence of such
an Audit Committee, by the Board. |
| 152. | If the office of auditor becomes vacant by the resignation or death of the Auditor, or by his becoming
incapable of acting by reason of illness or other disability at a time when his services are required, the Directors shall fill the vacancy
and determine the remuneration of such Auditor. |
| 153. | The Auditor shall at all reasonable times have access to all books kept by the Company and to all accounts
and vouchers relating thereto; and he may call on the Directors or officers of the Company for any information in their possession relating
to the books or affairs of the Company. |
| 154. | The statement of income and expenditure and the balance sheet provided for by these Articles shall be
examined by the Auditor and compared by him with the books, accounts and vouchers relating thereto; and he shall make a written report
thereon stating whether such statement and balance sheet are drawn up so as to present fairly the financial position of the Company and
the results of its operations for the period under review and, in case information shall have been called for from Directors or officers
of the Company, whether the same has been furnished and has been satisfactory. The financial statements of the Company shall be audited
by the Auditor in accordance with generally accepted auditing standards. The Auditor shall make a written report thereon in accordance
with generally accepted auditing standards and the report of the Auditor shall be submitted to the Audit Committee. The generally accepted
auditing standards referred to herein may be those of a country or jurisdiction other than the Cayman Islands. If so, the financial statements
and the report of the Auditor should disclose this fact and name such country or jurisdiction. |
NOTICES
| 155. | Any Notice or document, whether or not, to be given or issued under these Articles from the Company to
a Member shall be in writing or by cable, telex or facsimile transmission message or other form of electronic transmission or communication
and any such notice and document may be served or delivered by the Company on or to any Member either personally or by sending it through
the post in a prepaid envelope addressed to such Member at his registered address as appearing in the Register or at any other address
supplied by him to the Company for the purpose or, as the case may be, by transmitting it to any such address or transmitting it to any
telex or facsimile transmission number or electronic number or address or website supplied by him to the Company for the giving of notice
to him or which the person transmitting the notice reasonably and bona fide believes at the relevant time will result in the Notice being
duly received by the Member or may also be served by advertisement in appropriate newspapers in accordance with the requirements of the
Designated Stock Exchange or, to the extent permitted by the applicable laws and the requirements of the Designated Stock Exchange, by
placing it on the Company’s website. In the case of joint holders of a share all notices shall be given to that one of the joint
holders whose name stands first in the Register and notice so given shall be deemed a sufficient service on or delivery to all the joint
holders. |
| 156. | Any Notice or other document: |
| (a) | if served or delivered by post, shall where appropriate be sent by airmail and shall be deemed to have
been served or delivered on the day following that on which the envelope containing the same, properly prepaid and addressed, is put into
the post; in proving such service or delivery it shall be sufficient to prove that the envelope or wrapper containing the notice or document
was properly addressed and put into the post and a certificate in writing signed by the Secretary or other officer of the Company or other
person appointed by the Board that the envelope or wrapper containing the notice or other document was so addressed and put into the post
shall be conclusive evidence thereof; |
| (b) | if sent by electronic communication, shall be deemed to be given on the day on which it is transmitted
from the server of the Company or its agent. A notice placed on the Company’s website is deemed given by the Company to a Member
on the day following that on which a notice of availability is deemed served on the Member; |
| (c) | if served or delivered in any other manner contemplated by these Articles, shall be deemed to have been
served or delivered at the time of personal service or delivery or, as the case may be, at the time of the relevant despatch or transmission;
and in proving such service or delivery a certificate in writing signed by the Secretary or other officer of the Company or other person
appointed by the Board as to the act and time of such service, delivery, despatch or transmission shall be conclusive evidence thereof;
and |
| (d) | may be given to a Member in the English language or such other language as may be approved by the Directors,
subject to due compliance with all applicable Statutes, rules and regulations. |
| 157. | (1) Any Notice or other document delivered or sent by post to or left at the registered address of
any Member in pursuance of these Articles shall, notwithstanding that such Member is then dead or bankrupt or that any other event has
occurred, and whether or not the Company has notice of the death or bankruptcy or other event, be deemed to have been duly served or delivered
in respect of any share registered in the name of such Member as sole or joint holder unless his name shall, at the time of the service
or delivery of the notice or document, have been removed from the Register as the holder of the share, and such service or delivery shall
for all purposes be deemed a sufficient service or delivery of such Notice or document on all persons interested (whether jointly with
or as claiming through or under him) in the share. |
(2)
A notice may be given by the Company to the person entitled to a share in consequence of the death, mental disorder or bankruptcy
of a Member by sending it through the post in a prepaid letter, envelope or wrapper addressed to him by name, or by the title of representative
of the deceased, or trustee of the bankrupt, or by any like description, at the address, if any, supplied for the purpose by the person
claiming to be so entitled, or (until such an address has been so supplied) by giving the notice in any manner in which the same might
have been given if the death, mental disorder or bankruptcy had not occurred.
(3)
Any person who by operation of law, transfer or other means whatsoever shall become entitled to any share shall be bound by every
notice in respect of such share which prior to his name and address being entered on the Register shall have been duly given to the person
from whom he derives his title to such share.
SIGNATURES
| 158. | For the purposes of these Articles, a cable or telex or facsimile or electronic transmission message purporting
to come from a holder of shares or, as the case may be, a Director, or, in the case of a corporation which is a holder of shares from
a director or the secretary thereof or a duly appointed attorney or duly authorised representative thereof for it and on its behalf, shall
in the absence of express evidence to the contrary available to the person relying thereon at the relevant time be deemed to be a document
or instrument in writing signed by such holder or Director in the terms in which it is received. |
WINDING UP
| 159. | (1) The Board shall have power in the name and on behalf of the Company to present a petition to the
court for the Company to be wound up. |
(2)
A resolution that the Company be wound up by the court or be wound up voluntarily shall be a special resolution.
| 160. | (1) Subject to any special rights, privileges or restrictions as to the distribution of available surplus
assets on liquidation for the time being attached to any class or classes of shares (i) if the Company shall be wound up and the assets
available for distribution amongst the Members of the Company shall be more than sufficient to repay the whole of the capital paid up
at the commencement of the winding up, the excess shall be distributed pari passu amongst such members in proportion to the amount
paid up on the shares held by them respectively and (ii) if the Company shall be wound up and the assets available for distribution amongst
the Members as such shall be insufficient to repay the whole of the paid-up capital such assets shall be distributed so that, a nearly
as may be, the losses shall be borne by the Members in proportion to the capital paid up, or which ought to have been paid up, at the
commencement of the winding up on the shares held by them respectively. |
(2)
If the Company shall be wound up (whether the liquidation is voluntary or by the court) the liquidator may, with the authority
of a special resolution and any other sanction required by the Law, divide among the Members in specie or kind the whole or any part of
the assets of the Company and whether or not the assets shall consist of properties of one kind or shall consist of properties to be divided
as aforesaid of different kinds, and may for such purpose set such value as he deems fair upon any one or more class or classes of property
and may determine how such division shall be carried out as between the Members or different classes of Members. The liquidator may, with
the like authority, vest any part of the assets in trustees upon such trusts for the benefit of the Members as the liquidator with the
like authority shall think fit, and the liquidation of the Company may be closed and the Company dissolved, but so that no contributory
shall be compelled to accept any shares or other property in respect of which there is a liability.
INDEMNITY
| 161. | (1) Every Director (including for the purposes of this Article any alternate Director appointed pursuant
to the provisions of these Articles), Secretary, or other officer for the time being and from time to time of the Company (but not including
the Auditor) and the personal representatives of the same (each an “Indemnified Person”) shall be indemnified and secured
harmless out of the assets and profits of the Company from and against all actions, costs, charges, losses, damages and expenses incurred
or sustained by such Indemnified Person, other than by reason of such Indemnified Person’s own dishonesty, wilful 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. |
(2)
Each Member agrees to waive any claim or right of action he might have, whether individually or by or in the right of the Company,
against any Director on account of any action taken by such Director, or the failure of such Director to take any action in the performance
of his duties with or for the Company, provided that such waiver shall not extend to any matter in respect of any fraud, wilful
default or dishonesty which may attach to such Director.
AMENDMENT TO MEMORANDUM AND ARTICLES OF ASSOCIATION
AND NAME OF COMPANY
| 162. | No Article shall be rescinded, altered or amended and no new Article shall be made until the same has
been approved by a special resolution of the Members. A special resolution shall be required to alter the provisions of the Memorandum
of Association or to change the name of the Company. |
INFORMATION
| 163. | No Member shall be entitled to require discovery of or any information respecting any detail of the Company’s
trading or any matter which is or may be in the nature of a trade secret or secret process which may relate to the conduct of the business
of the Company and which in the opinion of the Directors it will be inexpedient in the interests of the members of the Company to communicate
to the public. |
56
Exhibit 99.3
KUKE
MUSIC HOLDING LIMITED
(Incorporated
in the Cayman Islands with limited liability)
(NYSE
Ticker: KUKE)
NOTICE
OF A CLASS MEETING OF HOLDERS OF CLASS B ORDINARY SHARES OF THE COMPANY
to be held on September 20, 2024
(or
any adjourned meeting thereof)
NOTICE
IS HEREBY GIVEN that a class meeting (the “Class B Meeting”) of holders of Class B ordinary shares with a par
value of US$0.001 each (the “Class B Ordinary Shares”) of Kuke Music Holding Limited (the “Company”
or “Kuke”) will be held at 10:00 a.m. on September 20, 2024 (Beijing time) at Room 303, Beijing Broadcasting Tower,
No. Jia 14, Jianwaidajie, Chaoyang District, Beijing, People’s Republic of China, for the purposes of considering and, if thought
fit, passing the following special resolution:
| 1. | as
a special resolution, THAT the voting rights of the Class B Ordinary Shares be amended from
each Class B Ordinary Share being entitled to ten (10) votes on all matters subject to a
vote at general meetings of the Company to each Class B Ordinary Share being entitled to
fifty (50) votes on all matters subject to a vote at general meetings of the Company. |
The
passing of the above special resolution requires approval by a majority of not less than two-thirds of the votes cast by holders
of the issued Class B Ordinary Shares, being entitled to do so, present (in person, by proxy or duly authorized corporate representative
where such member is a corporation) and voting in respect of such special resolution at the Class B Meeting, on a one share one vote
basis on a poll. The quorum of the Class B Meeting shall be one or more members present in person or by proxy or by duly authorized corporate
representative where such member is a corporation, together holding or representing not less than one-third of the voting power of the
issued Class B Ordinary Shares.
The
board of directors of the Company has fixed the close of business on August 26, 2024 (Eastern Time) as the record date (the “Record
Date”) for determining the shareholders entitled to receive notice of and to vote at the Class B Meeting or any adjournment
thereof.
Holders
of record of the Class B Ordinary Shares at the close of business on the Record Date or their proxy holders are entitled to attend, and
to vote at, the Class B Meeting and any adjournment thereof.
Your
vote is important. Whether or not you expect to attend the Class B Meeting in person, we request that you submit your proxy form as promptly
as possible.
Shareholders
may obtain a copy of the Company’s annual report, free of charge, from the Company’s website at https://ir.kuke.com/ or from
SEC’s website at www.sec.gov, or by email to ir@kuke.com.
|
By Order of the Board of Directors, |
|
|
|
Kuke Music Holding Limited |
|
|
|
/s/ He Yu |
|
He Yu |
|
Chairman of the Board of Directors and Chief Executive Officer |
|
|
Beijing, China |
|
August 21, 2024 |
|
Exhibit 99.4
KUKE
MUSIC HOLDING LIMITED
(Incorporated
in the Cayman Islands with limited liability)
(NYSE
Ticker: KUKE)
Form
of Proxy for Annual General Meeting
to
be held on September 20, 2024
(or
any adjourned meeting thereof)
Introduction
This
form of proxy is furnished in connection with the solicitation by the board of directors of Kuke Music Holding Limited, a Cayman Islands
company (the “Company”), of proxies for the annual general meeting of the Company (the “AGM”) to
be held at 10:30 a.m. (or after the Class B Meeting, as defined in the accompanying Notice of Annual General Meeting (the “AGM
Notice”), whichever is later) on September 20, 2024 (Beijing time), and at any adjournment(s) thereof, for the purposes set
forth in the accompanying AGM Notice.
The
board of directors of the Company has fixed the close of business on August 26, 2024 (Eastern Time) as the record date (the “Record
Date”) for determining the shareholders entitled to receive notice of and to vote at the AGM or any adjournment thereof. Only
holders of record of the Company’s ordinary shares at the close of business on the Record Date or their proxy holders are entitled
to attend, and to vote at, the AGM and any adjournment thereof. Holders of the Company’s American depositary shares (the “ADSs”)
representing the Company’s Class A ordinary shares are not entitled to attend or vote at the AGM. Instead, holders of record of
ADSs at the close of business on the Record Date who wish to exercise their voting rights for the underlying ordinary shares must act
through Deutsche Bank Trust Company Americas, the depositary of the Company’s ADS program.
In
respect of the matters requiring shareholders’ vote at the AGM, each holder of the Company’s Class A ordinary shares
is entitled to one vote per share, and each holder of the Company’s Class B ordinary shares is entitled to ten votes per share.
The quorum of the AGM consists of one or more shareholder(s) present in person or by proxy or by duly authorized corporate representative
where such shareholder is a corporation, together holding or representing not less than one-third of the voting power of the issued and
outstanding ordinary shares of the Company entitled to vote at the AGM. This form of proxy and the accompanying AGM Notice will be first
sent to the shareholders of the Company on or about August 26, 2024.
The
ordinary shares represented by all properly executed proxies returned to the Company will be voted at the AGM as indicated or, if no
instruction is given, the holder of the proxy will vote the shares in his or her discretion. Where the chairman of the AGM acts as proxy
and is entitled to exercise his discretion, he is likely to vote the shares FOR the resolutions. As to any other business that may properly
come before the AGM, all properly executed proxies will be voted by the persons named therein in accordance with their discretion. The
Company does not presently know of any other business that may come before the AGM. Any person giving a proxy has the right to revoke
it by (i) submitting a written notice of revocation or a fresh proxy form, as the case may be, bearing a later date, which must be received
by the Company no later than 48 hours before the time appointed for the holding of the AGM or at any adjournment thereof, or (ii) by
voting in person at the AGM.
To
be valid, this form of proxy must be completed, signed and returned to the Company by email to ir@kuke.com as soon as possible so that
it is received by the Company no later than 48 hours before the time appointed for the holding of the AGM.
KUKE
MUSIC HOLDING LIMITED
(Incorporated
in the Cayman Islands with limited liability)
(NYSE
Ticker: KUKE)
Form
of Proxy for Annual General Meeting
to
be held on September 20, 2024
(or
any adjourned meeting thereof)
|
I/We, |
|
|
|
Please
Print Name(s) |
of |
|
|
Please
Print Address(es) |
the
undersigned, being the registered holder(s) of(Note 1) _____________________ Class A ordinary shares, par value US$0.001
per share, and _____________________ Class B ordinary shares, par value US$0.001 per share, of Kuke Music Holding Limited (the “Company”),
hereby appoint the Chairman of the Annual General Meeting(Note 2) or ___________________ of _______________________________________________
as my/our proxy to attend and act for me/us at the Annual General Meeting and at any adjournment(s) thereof, and in the event of a poll
voting, to vote for me/us as indicated below or on any resolution or motion which is proposed thereat, or if no such indication is given,
as my/our proxy thinks fit.
1 | Please
insert the number of shares registered in your name(s) to which this proxy relates. If no
number is inserted, this form of proxy will be deemed to relate to all the shares in the
Company registered in your name(s). |
2 | If
any proxy other than the Chairman is preferred, strike out the words “THE CHAIRMAN
OF THE ANNUAL GENERAL MEETING OR” and insert the name and address of the proxy
desired in the space provided. A member who is the holder of two or more shares may appoint
one or more proxies to attend and vote in his or her stead. ANY ALTERATION MADE TO THIS
FORM OF PROXY MUST BE INITIALED BY THE PERSON(S) WHO SIGN(S) IT. |
|
PROPOSALS |
FOR
(Note 3) |
AGAINST
(Note 3) |
ABSTAIN
(Note 3) |
1. |
as
an ordinary resolution, THAT the authorized share capital of the Company be increased from
US$50,000 divided into 50,000,000 shares of a nominal or par value of US$0.001 each, comprising
of 41,718,902 Class A ordinary shares of a par value of US$0.001 each (the “Class
A Ordinary Shares”) and 8,281,098 Class B ordinary shares of a par value of US$0.001
each (the “Class B Ordinary Shares”), to US$5,000,000 divided into 5,000,000,000
shares of a nominal or par value of US$0.001 each, comprising of 4,961,500,000 Class A ordinary
shares of a par value of US$0.001 each and 38,500,000 Class B ordinary shares of a par value
of US$0.001 each by creation of 4,919,781,098 Class A Ordinary Shares and 30,218,902 Class
B
Ordinary Shares; |
|
|
|
2. |
as
a special resolution, THAT subject to (i) the passing of ordinary resolution no.1 above,
and (ii) the passing of the special resolution at the class meeting of holders of Class B
Ordinary Shares convened on the same date and prior to this AGM (the “Class B Meeting”)
approving an amendment of the voting rights attached to each Class B Ordinary Share from
ten (10) votes to fifty (50) votes for each Class B Ordinary Share:
(a) the
proposed amendments to the existing second amended and restated memorandum of association and articles of association of the Company
(the “Proposed Amendments”), the details of which are set out in Annex I to the AGM Notice, be and are hereby
approved;
(b) the
third amended and restated memorandum of association and articles of association of the Company (the “New M&A”)
in the form set out in Annex II to the AGM Notice be and are hereby approved and adopted as the new memorandum of association and
articles of association of the Company in substitution for and to the exclusion of the existing second amended and restated memorandum
of association and articles of association of the Company with effect from the close of the AGM; and
(c) any
director and officer of the Company be and is hereby authorized to do all things necessary to effect and record the Proposed Amendments
and the adoption of the New M&A. |
|
|
|
Dated
_______________, 2024 |
|
Signature(s)(Note
4) ____________________ |
3 | IMPORTANT:
IF YOU WISH TO VOTE FOR THE RESOLUTION, TICK THE APPROPRIATE BOX MARKED “FOR.”
IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK THE APPROPRIATE BOX MARKED “AGAINST.”
IF YOU WISH TO ABSTAIN FROM VOTING ON A PARTICULAR RESOLUTION, TICK THE APPROPRIATE BOX MARKED
“ABSTAIN.” Failure to complete any or all the boxes will entitle your proxy
to cast his or her votes at his or her discretion. Your proxy will also be entitled to vote
at his or her discretion on any resolution properly put to the meeting other than those referred
to in the notice convening the meeting. |
4 | This
form of proxy must be signed by you or your attorney duly authorized in writing or, in the
case of a corporation, must be executed under its common seal or under the hand of an officer
or attorney or other person duly authorized to sign the same. |
Exhibit 99.5
KUKE
MUSIC HOLDING LIMITED
(Incorporated
in the Cayman Islands with limited liability)
(NYSE
Ticker: KUKE)
Form
of Proxy for a Class Meeting of Holders of Class B Ordinary Shares of the Company
to
be held on September 20, 2024
(or
any adjourned meeting thereof)
Introduction
This
form of proxy is furnished in connection with the solicitation by the board of directors of Kuke Music Holding Limited, a Cayman Islands
company (the “Company”), of proxies for the class meeting (the “Class B Meeting”) of holders of
Class B ordinary shares with a par value of US$0.001 each (the “Class B Ordinary Shares”) of the Company to be held
at 10:00 a.m. on September 20, 2024 (Beijing time), and at any adjournment(s) thereof, for the purposes set forth in the accompanying
Notice of Class B Meeting (the “Class B Meeting Notice”).
The
board of directors of the Company has fixed the close of business on August 26, 2024 (Eastern Time) as the record date (the “Record
Date”) for determining the shareholders entitled to receive notice of and to vote at the Class B Meeting or any adjournment
thereof. Only holders of record of the Class B Ordinary Shares at the close of business on the Record Date or their proxy holders are
entitled to attend, and to vote at, the Class B Meeting and any adjournment thereof.
In
respect of the matters requiring shareholders’ vote at the Class B Meeting, each holder of the Class B Ordinary Shares is entitled
to one vote per share. The quorum of the Class B Meeting consists of one or more shareholder(s) present in person or by proxy or by duly
authorized corporate representative where such shareholder is a corporation, together holding or representing not less than one-third
of the voting power of the issued Class B Ordinary Shares. This form of proxy and the accompanying Class B Meeting Notice will be first
sent to the shareholders of the Company on or about August 26, 2024.
The
Class B Ordinary Shares represented by all properly executed proxies returned to the Company will be voted at the Class B Meeting as
indicated or, if no instruction is given, the holder of the proxy will vote the shares in his or her discretion. Where the chairman of
the Class B Meeting acts as proxy and is entitled to exercise his discretion, he is likely to vote the shares FOR the resolutions. As
to any other business that may properly come before the Class B Meeting, all properly executed proxies will be voted by the persons named
therein in accordance with their discretion. The Company does not presently know of any other business that may come before the Class
B Meeting. Any person giving a proxy has the right to revoke it by (i) submitting a written notice of revocation or a fresh proxy form,
as the case may be, bearing a later date, which must be received by the Company no later than 48 hours before the time appointed for
the holding of the Class B Meeting or at any adjournment thereof, or (ii) by voting in person at the Class B Meeting.
To
be valid, this form of proxy must be completed, signed and returned to the Company by email to ir@kuke.com as soon as possible so that
it is received by the Company no later than 48 hours before the time appointed for the holding of the Class B Meeting.
KUKE
MUSIC HOLDING LIMITED
(Incorporated
in the Cayman Islands with limited liability)
(NYSE
Ticker: KUKE)
Form
of Proxy for a Class Meeting of Holders of Class B Ordinary Shares of the Company
to
be held on September 20, 2024
(or
any adjourned meeting thereof)
|
I/We, |
|
|
|
Please
Print Name(s) |
of |
|
|
Please
Print Address(es) |
the
undersigned, being the registered holder(s) of(Note 1) _____________________ _____________________ Class B ordinary shares,
par value US$0.001 per share, of Kuke Music Holding Limited (the “Company”), hereby appoint the Chairman of the Class
B Meeting(Note 2) or ___________________ of _______________________________________________ as my/our proxy to attend and
act for me/us at the Class B Meeting and at any adjournment(s) thereof, and in the event of a poll voting, to vote for me/us as indicated
below or on any resolution or motion which is proposed thereat, or if no such indication is given, as my/our proxy thinks fit.
|
PROPOSALS |
FOR
(Note 3) |
AGAINST
(Note 3) |
ABSTAIN
(Note 3) |
1. |
as
a special resolution, THAT the voting rights of the Class B Ordinary Shares be amended from each Class B Ordinary Share being entitled
to ten (10) votes on all matters subject to a vote at general meetings of the Company to each Class B Ordinary Share being entitled
to fifty (50) votes on all matters subject to a vote at general meetings of the Company. |
|
|
|
Dated
_______________, 2024 |
|
Signature(s)(Note 4) ____________________ |
1 | Please
insert the number of shares registered in your name(s) to which this proxy relates. If no
number is inserted, this form of proxy will be deemed to relate to all the shares in the
Company registered in your name(s). |
2 | If
any proxy other than the Chairman is preferred, strike out the words “THE CHAIRMAN
OF THE CLASS B MEETING OR” and insert the name and address of the proxy desired
in the space provided. A member who is a holder of two or more Class B ordinary shares may
appoint one or more proxies to attend and vote in his or her stead. ANY ALTERATION MADE
TO THIS FORM OF PROXY MUST BE INITIALED BY THE PERSON(S) WHO SIGN(S) IT. |
3 | IMPORTANT:
IF YOU WISH TO VOTE FOR THE RESOLUTION, TICK THE APPROPRIATE BOX MARKED “FOR.”
IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK THE APPROPRIATE BOX MARKED “AGAINST.”
IF YOU WISH TO ABSTAIN FROM VOTING ON A PARTICULAR RESOLUTION, TICK THE APPROPRIATE BOX MARKED
“ABSTAIN.” Failure to complete any or all the boxes will entitle your proxy
to cast his or her votes at his or her discretion. Your proxy will also be entitled to vote
at his or her discretion on any resolution properly put to the meeting other than those referred
to in the notice convening the meeting. |
4 | This
form of proxy must be signed by you or your attorney duly authorized in writing or, in the
case of a corporation, must be executed under its common seal or under the hand of an officer
or attorney or other person duly authorized to sign the same. |
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