附录 99.4

《公司条例（修订）》

有限公司

修订后的公司章程

的

noco-noco 公司。
（根据于…通过的特别决议所采纳）

1 公司的名称是 noco-noco 公司。.

2 公司的注册办公室将设在Ogier Global（开曼）有限公司的办公室，位于开曼群岛大开曼岛Camana Bay的Nexus Way 89号，邮编为KY1-9009，或者在任何时候董事们决定的开曼群岛的其他地方。

3 公司的宗旨没有限制。根据《公司法（修订）》第7(4)条的规定，公司有完全权力和权限进行任何未被开曼群岛任何法律禁止的宗旨。

4 公司拥有无限公司法人能力。就上述内容而言，根据《公司法（修订）》第27条(2)的规定，公司具有并且有能力行使所有自然人拥有完全能力的职能，而不受任何公司利益的影响。

5 在前述任何段落中没有任何允许公司在没有获得适当执照的情况下经营以下业务的内容，即：

(a) 在《银行和信托公司法（修订）》下未经授权从事银行或信托公司的业务；或

(b) 在开曼群岛内进行保险业务，或担任保险经理、代理人、副代理人或经纪人，而未经根据《保险法（修订）》在该方面取得执照；或

(c)未在《公司管理法（修订）》下获得授权的情况下进行公司管理业务。

6 本公司如果未经许可，将不得在开曼群岛与任何人、公司或机构进行交易，除非是为了推动在开曼群岛以外进行的业务。尽管如此，本公司可以在开曼群岛缔结合同，行使在开曼群岛进行业务所必需的权力。

7 该公司是一家有限公司，因此每位成员的责任均限制于该成员股份未偿还部分（如有）。

8 公司的股本为[US$100,000分成20,000,000普通股，每股面值为US$0.005]。然而，根据修订后的公司法和公司章程，公司有权执行以下一项或多项：

(a) 赎回或回购任何其股份；和

(b) 增加或减少其资本；以及

(c) 发行其股本的任何部分（不论是原始的、赎回的、增加的还是减少的）：

(i) 不论是否拥有任何优先、延期、合格或特殊权利、特权或条件；或

(ii) 受任何限制或限制制约。

除非发行条件明确声明否则，每一股票（无论宣布为普通股、优先股或其他股票）都受此权力的限制；

(d)修改任何这些权利、特权、条件、限制或限制。

9 本公司有权依据开曼群岛以外任何司法管辖区的法律，作为一个有限公司有股份的法人通过延续登记，并在开曼群岛注销登记。

内容

公司法（修订版）

股份有限公司

修订后的公司章程

的

noco-noco 公司。

（根据于…通过的特别决议所采纳）

1 表A的定义、解释和排除

定义

在这些条款中，以下定义适用：

证券法案 指开曼群岛《公司法（修订）》，包括当前有效的任何法定修改或再版。

文章 适用时的意思：

(a) 这些文章 定期修改的章程：或

(b) 这些条款中的两个或多个特定条款；

和框架。有关详细信息，请参阅UBS集团报酬报告文章 指这些条款中的特定文章；

稽核师 指公司当时的审计师或审计师；

董事会 指会议期间的董事会;

业务日 表示除纽约市、新加坡或日本的银行机构或信托公司根据法律授权或义务关闭外的一天，开曼群岛的银行开放进行正常业务交易，为避免疑义，不包括开曼群岛的星期六、星期日或公众假期；

开曼群岛 指的是英国境外属地开曼群岛；

晴朗的日子，就通知期而言，是指该期限，不包括：

(a) 通知发出或被视为发出之日；及

(b) 给予或生效的日期；

清算所 指根据股票或存托凭证列入或报价的司法管辖区法律所承认的结算所，其位于该司法管辖区内的交易所或场外市场系统。

」提交给美国证券交易委员会（「 means 美利坚合众国证券交易委员会或其他现时管理美国证券法的联邦机构；

权益代理 表示上述公司；

默认利率 意思是每年百分之十；

指定股票交易所 意指该公司股票上市的美利坚合众国纳斯达克资本市场以及其他公司股票上市交易的股票交易所；

指定股票交易所规则 『指相应的代码、规则及法例，因原始及持续将任何股份挂牌于指定的交易所而根据情况不时作出修订，适用。』

董事 指公司现时之董事，并据此解释董事一词；

电子 该术语的含义如凯门群岛《电子交易法》（修订版）所规定。;

电子通信设施 指的是视频、视频会议、互联网或在线会议应用、电话或电话会议和/或任何其他视频通讯、互联网或在线会议应用或通过这些通信设施进行的会议中所有参与者均能够听到并被其他人听到的电信设施；

电子记录 在开曼群岛《电子交易法（修订）》中所定义的意义；

电子签名 在开曼群岛《电子交易法（修订）》中所定义的意义；

全额已支付 意思是：

(a) 针对带有面值的股票，表示该股票的面值和就该股票发行应付的任何股溢价已得到完全支付或以金钱或金钱价值的方式记录为已支付；并

(b) 对于无面值的股份，表示该股的协议发行价已全额支付或以金钱或等值的金钱支付。

股东大会 表示公司依照章程正式召开的一般会议；

独立董事 意味著根据董事会决定的指定股票交易所规则所界定的独立董事。

成员。 指不时登记为股份持有人的任何人或人士；

章程 代表公司章程，随时修订。

月份 代表一个日历月份；

Officer 指被委任担任公司职务的人员，包括董事、备用董事或清算人，但不包括秘书；

普通决议 代表通过简单过半数成员投票所通过的决议，他们可以亲自或透过代理人投票，对于公司而言，在股东大会上由其合法授权代表投票。该术语包括根据第11.17条签署达到必要股东过半数的书面决议。

普通股份 代表公司资本中的普通股份；

部份已缴款 意思是：

(a) 就有面值的股份而言，该股份的面值以及在发行该股份时应支付的任何溢价，未完全以货币或货币价值支付或已被记入已支付。

(b) 对于没有面值的股票而言，表示该股份的协议发行价格尚未完全支付或以金钱或实物形式计入支付；

秘书 表示被指派执行公司秘书职责的人，包括联合、助理或副秘书；

A类普通股（即「股份」） 代表公司资本中的一份股份，该表达方式：

(a) 包括股票（除非明示或暗示股份和股票之间有区别）；和

(b) 在适当情境下，也包括部份股份的一部分；

特别决议 意味著股东大会或任何类股东在根据章程正确召开的类会议中通过的决议，需得到不少于三分之二股东的投票多数。

有权亲自或透过代理人在该会议上投票的人。该表达包括全体一致的书面决议;

库藏股 表示根据法案和第2.17条持有的库藏股份；

美国证券法案 指美利坚合众国1933年修订版的证券法案，或任何类似的联邦法规和委员会的规则，所有当时有效的规定；以及

虚拟会议 意指成员可仅透过电子通讯设备参与及参与的任何成员大会，其中包括允许参与该会议的其他人士，包括但不限于主持会议人和任何董事。

解释

1.2 在解释这些条款时，以下规定适用，除非上下文另有要求：

(a) 本条款中对法律的引用是指开曼群岛的法律，其简称为法律标题，包括：

(i) 任何法定修改、修正或重新颁布；和

(ii)根据该法规发布的任何次级立法或法规。

不限于前文的声明，对开曼群岛修正法案的参考将视为对该法案的修订，作为随时进行修订的法案。

（b）仅为方便起见插入了标题，除非存在歧义，否则不影响这些条款的解释。

(c) 如果根据这些条款要执行的任何行为、事项或事情的日期不是工作日，则必须在下一个工作日执行该行为、事项或事情。

(d) 一个表示单数的词也表示复数，一个表示复数的词也表示单数，以及对任何性别的引用也表示其他性别。

(e) 关于trust的参考 人 根据需要，包括公司、信托、合伙企业、联合企业、协会、法人或政府机构。

(f) 如果一个词语或短语在另一个词性或语法形式中具有明确定义，那么在该词语或短语的其他部分中，相应的词性或语法形式也具有相应的意义。

(g) 所有板块关于时间的引用均应根据公司注册办公地点的时间进行计算。

(h) 这些词语 written 和 在书面形式中 包括以可见形式表示或复制字词的所有方式，但不包括如果书面文件和电子记录之间的区别是以明示或暗示方式表达的，不包括电子记录

(i) 这些词 包括, 包括 和 特别是 或任何类似表述都应被视为无限制。

(j) “一词当下“对于任何出席会议的人而言，指该人出席成员大会（或任何类别股份持有人会议），可通过该人或其正式授权的代表（如果是公司或其他非自然人）（如果是公司或其他非自然人）的正式授权代表（如果是任何成员，则为该成员根据本条款有效任命的代理人）来满足：(a) 亲自出席在会议上；或 (b) 如果是任何允许使用电子通信设施的会议根据这些条款，包括通过使用此类电子通信设施连接的任何虚拟会议。

1.3 本条款中的标题仅为方便而设置，不得影响对本条款的解释。

排除表 A 条款

根据法案第一附表中的表A中包含的规定以及包含在任何法令或次级立法中的其他规定明确被排除，并不适用于该公司。

2 股份

有权发行股份和期权，有或没有特殊权利

根据法案和有关股份的赎回和购买的章程规定，董事会有一般和无条件的权力，可以向任何未发行的股份，不论有无放弃权利而分配，发行，授予期权或以其他方式处理，分配给任何人，任何时间和任何董事会决定的条款和条件。除非根据法案的规定，否则不得以折扣发行股份。

2.2 在不限制前述条款的情况下，董事可以这样处理未发行的股份：

（a）可以是溢价或面值购买；或

(b) 无论是否具有优先、延迟或其他特殊权利或限制，均涉及股息、投票、资本回报或其他方面。

2.3 在不限制前两条款的情况下，董事会可以拒绝接受任何股份申请，也可以因任何原因或不原因接受部分或全部申请。

2.4 公司可能发行权利、期权、认股权证或可转换证券或类似性质的证券，赋予持有人有权认购、购买或收到公司任何类别的股票或其他证券，时间和条款由董事会决定。

2.5 公司可以发行证券单位，这些单位可能包括股份、权利、期权、warrants 或可转换证券或其他类似性质的证券，赋予持有人以某种条款和条件订阅、购买或接收公司任何类别的股份或其他证券的权利，具体由董事决定。

2.6 根据这些条款，公司中的每一股股票赋予会员：

(a) 在公司成员会议上或任何成员决议上享有一票表决权；

(b) 公司支付的任何股息中的按比例权利；以及

（c）在公司清算时，按比例分配剩余资产的权利。

有权发行份额的零头

根据法案规定，公司可以但不必发行任何类别的股份的部分股份，或者将股份的部分持有四舍五入为最接近的整数。股份的部分应受该类别股份的相应比例的责任（无论是关于追加出资还是其他方面）、限制、优先权、特权、资格、限制、权利和其他属性的约束。

有权支付佣金和券商费用

公司可能向任何人支付佣金，以考虑该人：

(a) 订阅或同意订阅，无论是绝对的还是有条件的；或

(b) 采购或同意采购订阅，无论是绝对还是有条件的，

对于任何股份，佣金可以通过现金支付或全额支付或部分支付股份的方式来支付，或者部分采用一种方式，部分采用另一种方式。

2.9 公司可以在资本发行中雇佣券商，并支付该人任何适当的佣金或手续费。

不承认信托

2.10 除法律要求外：

(a) 公司不得受任何责任，也不得强制承认（即使得到通知）任何股份的公平、有条件的、将来的或部分利益，或者（除非章程另有规定）除了持有人对其全部股份拥有绝对权利以外的任何其他股份权利；和

(b) 公司应仅将会员视为享有股份的权利，任何非会员的人士均不得被公司认可为享有股份的任何权利。

安防-半导体权益

除前述条款外，公司可以（但不得要求）认可其已知晓的股权安全。除非公司已与担保方书面同意，否则公司不得被视为已认可任何此类安全利益。

变更类别权利的权限

2.12 如果股本分为不同类别的股份，则除非发行某类别股份的条款另有规定，否则只有在以下情况之一适用时，属于某类别股份的权利才能被变更：

(a)持有该类股份总额不少于三分之二的成员以书面形式同意变更；或

(b) 该变更经得到特别决议的批准，该决议是在独立的持有该类股份的成员大会上通过的。

2.13 根据第2.12(b)条的目的，所有与股东大会相关的条款适用于每个这样的单独会议，但必要的法定人数应为持有或通过代理人代表不少于三分之一已发行股份的一个或多个人。

新股发行对现有类别股权的影响

2.14 除非股份类别的发行条款另有规定，持有任何类别股份的成员所享有的权利，不得因发行或发行排名靠后的进一步股份而被视为有所变更。 平等排名与该类别现有股份具有相同排名

增资未发行新股

2.15 在某个成员的同意下，董事可以接受该成员对公司的自愿资本贡献，而无需为此发行股份。在这种情况下，该贡献应按以下方式处理：

(a) 应视为股本溢价。

(b) 除非会员另有同意：

(i) 如果会员持有单一类别的股份，则应计入该类别股份的股本溢价账户；

(ii) 如果会员持有超过一类股份，则应按照会员持有的每一类股份的发行价格总和与会员持有的所有类股份的发行总额之比例，按比例记入这些类股份的股份溢价账户。

(c) 此条款应遵循适用于分享溢价的法案及本章程的规定。

无记名股和认股权证

2.16 公司不得向持有人发行股份或warrants。

库藏股

根据法案购买、赎回或以放弃方式取得的股份应被视为库存股，并且不应视为注销，如果：

(a) 董事会在购买、赎回或交还这些股份之前应判断；并

(b)必须遵守备忘录和章程以及法案的相关规定。

库藏股权益及相关事项

2.18 不能宣布或支付任何股息，也不能向公司分配其他资产（无论是现金还是其他形式），包括在清算时向成员分配资产。

2.19 公司应作为国库股份的持有人登记在成员名册中。但是：

(a) 公司不得作为成员而处理任何目的，也不得行使有关库存股的任何权利，任何假意行使此项权利均视为无效；

(b)公司的库藏股份不得在公司的任何股东大会上直接或间接投票，并不应计入任何特定时点的已发行股份数量，无论是出于这些章程或法案的目的。

2.20 第2.19条的内容并不妨碍就国有股份分配作为全额支付的红利股份，并且作为全额支付红利股份分配的国有股份应视为国有股份。

2.21 公司可以根据法律以及董事会判断的其他条款和条件处置库存股。

股东登记册

2.22 本公司应根据法律要求保留或使其保留成员登记册，董事可以使公司维护一个或多个法律规定的分支登记册，前提是如果公司维护一个或多个分支登记册，董事应确保每个分支登记册的副本与公司的主要成员登记册一起保留，并在法律要求的任何修订后的若干日内进行更新。

2.23 只要股票在任何指定的证券交易所上市，股份的所有权可以根据适用于该指定证券交易所的法律和规定进行证明和转让，为此，会员登记册可根据法案第400亿条规定进行维护。

年回报率

每个日历年，董事应准备或安排准备年度报告和声明，列出法律要求的详细信息，并将其副本提交给开曼群岛公司注册处。

3 分享证书

发放股票证书

3.1 会员只有在董事会决定发放股份证书的情况下，才有权获得股份证书。如果有，代表股份的股份证书应为董事会可以判断的形式。如果董事会决定发放股份证书，成员在成员注册表中被记录为股份持有者后，董事会可以向任何会员发放：

(a) 不需支付费用，为该成员所持每个类别的所有股份提供一份证明书（并且在转让该成员持有的任何类别股份的一部分时，为其剩余的股份提供一份证明书）；并

(b) 在支付董事会判断的每张证书的合理费用后，按照第一张证书之后的金额，每张证书都可包含该成员的一个或多个股份。

每个证书应指定其相关股份的数量、类别和区分号码（如有），以及它们是全额支付还是部分支付。证书可以加盖印章或以董事判断的其他方式执行。

每张证书应载有适用法律要求的标语，包括美国证券法。

公司不必为共同持有的股份发行超过一张股份证书，向其中一位联合持有人交付股份证书即视为向所有人交付了。

补发丢失或损坏的股票证书

3.5 如果股票证书被划伤、磨损、丢失或损坏，可以根据以下条款（如果有的话）进行更新：

(a) 证据;

(b) 赔偿;

（c）支付公司合理发生的调查费用；并

(d) 支付合理的费用（如有）以发放替代股票证书，

根据董事会的决定，并在旧证书交付给公司后（如果被毁坏或磨损）。

4 股份质押

股票质押的性质和范围

4.1 公司对以成员名义注册的所有股份（无论是否全额支付）享有第一和主要的留置权。该留置权用于成员或成员财产应支付给公司的所有款项:

(a) 无论是单独还是与任何其他人共同，无论该其他人是否为成员；以及

（b）这些款项是否现在应付。

董事会可随时宣布任何股份完全或部分豁免本条款的规定。

公司可以出售股票以满足股票质押

4.3 公司可以卖出任何其拥有质押的股份，前提是满足以下所有条件：

(a) 关于留置权存在的款项目前应支付；

公司通知持有股份的成员（或因该成员死亡或破产而有权拥有股份的人）要求付款，并说明如果通知未被遵守，股份可能会被出售；和

(c) 如果在该通知根据这些条款被视为已发出的十四个清晰日内未支付该款项，

适用于本条款4.3的股票将被称为抵押违约股份。

4.4 联担违约股份可能按董事会确定的方式出售。

在法律允许的最大范围内，董事在销售方面不对会员承担任何个人责任。

执行转让证书的权利

为了执行一项销售，董事可以授权任何人执行将留置违约股份的转让证书，转让给购买者或者按照购买者的指示进行转让。

4.7 被受让人的转让权益标题，不受与该销售有关的任何违规或无效程序的影响。

出售股份以满足留置权的后果

4.8 根据前述条款进行的销售：

(a) 有关成员的名字将从成员登记册中删除，作为该违约股份的持有者；并且

(b) 该人应将该等质押违约股份的证书（如有）交付给公司以进行取消。

4.9 尽管有第4.8条的规定，此人仍需对公司承担责任，支付在销售日期时应向公司支付的所有款项

关于那些留置违约股份，相关人还应当承担自出售之日起至付款期间的利息，利率为出售前应支付的利率，或在此情况下，按违约利率支付。董事会可以全额或部分豁免付款，或在不考虑留置违约股份在出售时的价值或其处置获得的任何补偿的情况下，强制执行付款。

销售收益的使用

4.10 销售净收益在支付费用后，应用于支付当前可支付的留置权金额。任何剩余部分应支付给其留置权违约股份已售出的人：

(a) 如果没有为留置违约股份发行证书，在出售日期；或

(b) 如果已发行关于抵押违约股票的证明，在向公司交回该证明以进行注销后

但在任一情况下，公司保留对所有未按时支付的款项的相同抵押权，就像在出售抵押违约股份之前一样。

5 股份的呼叫和没收

征收股款的权限和征收股款的影响

根据配股条款，董事会可以看涨会员就其股票未缴纳的任何款项（包括任何溢价）征收款项。 看涨可以规定分期付款。 在收到至少14个明确通知的情况下，通知规定要在何时何地支付的每位会员应根据通知要求向公司支付其股票的款项。

5.2 在公司收到任何到期款项之前，该款项可以部分或全部撤销，并且该款项的支付可以部分或全部推迟。如果该款项需要分期支付，公司可以部分或全部撤销该款项，并可以部分或全部推迟所有或任何剩余分期的支付。

5.3 被要求缴款的成员应继续对该缴款负责，即使在对该缴款所涉及的股份进行后续转让之后。 一个人在不再作为该股份的成员注册后，将不对其后做出的缴款负责。

征收股款的时间

5.4 看涨应被视为在董事会通过授权看涨的决议时已作出。

联名持有人的责任

注册为Share的联名持有人的会员应共同并分别承担支付有关Share的所有要求。

未缴纳的应缴款项的利息

5.6 如果应付款项在到期后未支付，则应付款人应从到期之日起至支付之日对未支付的金额支付利息：

(a) 以股份分配条款或看涨通知中规定的利率；或

(b)如果没有确定利率，则按照默认利率。

董事有权完全或部分放弃利息的支付。

视为提某一应缴款项

对于任何股份应支付的金额，无论是在分配时还是在固定日期或其他情况下，均应视为应付的看涨。如果应付金额未在到期时支付，这些章程的规定将适用，如同该金额已因看涨到期应予支付。

接受提前偿还款项的权利

5.8 公司可以接受成员所持股份未支付金额的全部或部分，即使该金额的任何部分尚未被要求支付。

在股份发行时具有制定不同安排的权力

根据配股条款，董事可以就股东所持份额的缴款金额和时间安排股份发行，以区分不同的股东。

违约通知

5.10 如果看涨在到期支付后仍未支付，董事可以给应支付者不少于14个明确的工作日的通知 要求支付：

(a) 未支付的金额;

(b) 任何可能已经产生的利息；

(c) 因该人的失误而导致公司产生的任何费用。

5.11 通知应包含以下内容：

(a) 付款地点；并且

(b)如果通知未被遵守，相应看涨股票将有可能被取消。

股份没收或放弃

5.12 如果根据第5.10条发出的通知未被遵守，董事会可以在通知要求的付款尚未收到之前，决定没收该通知所涉及的任何股份。没收将包括所有应支付的与被没收股份相关的分红或其他款项，但在没收之前尚未支付。尽管有上述规定，董事会可以判断任何该通知所涉及的股份由公司接受，作为该股份持有人放弃的替代，取代没收。

5.13 董事会可以无偿接受任何已付全额股权的交回。

处置被没收或放弃的股份并有权取消没收或放弃

5.14 被没收或放弃的股份可以在董事会判断的条款和方式上出售、重新分配或以其他方式处置，可以是以前持有该股份的成员或任何其他人。 在销售、重新分配或其他处置之前，董事可以在他们认为合适的条款下取消没收或放弃。 如果为了处置目的，没收或放弃的股份要转让给任何人，董事可以授权某人执行股份转让的文书给受让人。

放弃或交出资格对前成员的影响

5.15 关于没收或放弃：

(a) 相关会员的名字将从会员登记册中移除，该人士将不再是这些股票的会员；并且

(b) 该人应将被没收或放弃的股份的证书（如有）交还给公司进行注销。

5.16 尽管该会员的股份被没收或放弃，该人仍应对公司负责所有在没收或放弃之日应当支付给公司的款项，涉及这些股份，以及：

(a) 所有费用；和

(b) 自没收之日起计息 或直至支付：

(i) 在被没收之前，这些款项应支付的利息率；或者

(ii)如果无利息应支付，则按照默认利率支付。

然而，董事可以完全或部分放弃支付。

没收或放弃的证明

董事或秘书作出的声明，无论是法定的还是宣誓的，将作为针对声称有权获得被没收股份的所有人的以下事项陈述的确凿证据：

(a) 声明人员为公司董事或秘书，并

(b) 特定股票已在特定日期被取消或放弃。

在必要时，经过转让工具的执行，该声明将构成股份的良好所有权。

没收或放弃的股份出售

5.18 任何接收被没收或自愿放弃的股份的人均无需关心这些股份的对价用途，也不会因上述股份的没收、放弃或处置程序的任何不规范或无效而影响该成员对这些股份的所有权。 或者被没收或自愿放弃的股份出售给的任何人均不受约束，不必关心这些股份的对价用途，且此成员对这些股份的所有权不会因没收、放弃或出售这些股份的程序存在任何不规范或无效而受影响。

6 股份转让

转让权

6.1 任何一股的转让工具必须是书面形式，并采用任何通常或常见的形式，或者董事会绝对酌情批准的其他形式，并由转让人或代表其执行，如果涉及无数额或部分已缴付的股份，或者如果董事会要求应由受让人代表执行，还应附有该股份的证书（如果有的话）和董事会可能合理要求的其他证据，以显示转让人进行转让的权利。转让人应被视为留任成员，直到受让人的姓名在相关股份的股东登记册中被记载。

董事会有权自行决定拒绝注册任何股份转让，如果股份未全部缴付或公司对其有留置权。

董事们也可以（但不必）拒绝登记任何股票转让，除非：

(a)股份转让工具已提交给公司，并附有相关股份的证书（如果有的话），以及董事会可能合理要求的其他证据，以证明转让人有权进行转让；

(b) 转让文件仅涉及一类股票;

(c) 转让文书已按要求妥善盖章;

(d) 在转让给共同持有人的情况下，转让的股份数量不得超过四个;

(e)转让的股份已完全支付并不受公司任何留置权的影响；并

(f) 任何适用的费用，按指定证券交易所判断应支付的最大金额，或根据董事会不时要求的较少金额，与转让相关的费用已支付给公司。

停止转让

6.4 在提前14天以广告形式在一种或多种报纸上或通过电子方式发布通知的情况下，可暂停股权转让的注册，董事会可全权决定在任何时间和期间关闭会员名册，但任何一年内，此股权转让的注册不得暂停，会员名册的关闭时间不得超过30天。

公司可能保留转让证书

6.5 公司有权保留所有注册的转让文书。

拒绝注册通知

6.6 如果董事拒绝登记任何股份的转让，他们应在转让文书提交给公司的日期后的三个月内，向转让人和受让人发送拒绝通知。

7 股份的变速器

股东死亡后有权利者

7.1 如果某个成员去世，公司唯一承认对已故成员权益有任何权利的人是以下人员：

(a) 在已故成员为联名持有人时，生存者或幸存者；以及

(b) 如果已故会员是唯一持有人，那么该会员的个人代表或代表。

根据本章程，无论逝者是唯一持有人还是联合持有人，在任何股份方面，逝者的遗产均不得豁免责任。

死亡或破产后股份的转让登记

7.3 如果会员因死亡或破产而有权获取股份，可以选择以下两种方式之一：

(a) 成为股份的持有者；或

(b)将股份转让给其他人。

7.4 该人必须提供董事会适当要求的资格证明。

如果某人选择成为股份持有人，则必须向公司发出通知。根据本章程的目的，该通知应被视为已执行的转让工具。

7.6 如果该人选择将股份转让给其他人，则：

(a) 如果股份已经全部支付清楚，则转让方必须执行一份转让工具；和

(b) 如果股份为零或部分支付，转让人和接受人必须签署转让文书。

7.7 所有涉及股份转让的条款均适用于通知书或者转让书。

赔偿

一名因另一名成员的死亡或破产而注册为会员的人应对公司和董事因该注册而遭受的任何损失或损害进行赔偿。

死亡或破产后有权获得股份的人的权利

7.9 因会员的死亡或破产而获得股份的人，应享有如同该人作为股份持有人注册时应享有的权利。但是，在该人未按股份要求注册为会员之前，该人无权参加公司任何会议或该类股份持有人的任何独立会议投票。

8 资本变更

增加、巩固、转换、分割和取消股本

8.1 在法律允许的最大范围内， 公司可以通过普通决议执行以下任何操作并为此目的修订其章程：

(a) 通过该普通决议增加其股本，发行该普通决议所规定金额的新增股份，并附带该普通决议中设定的权利、优先权和特权；

(b) 合并和分割其所有或任何股份资本，形成比其现有股份更大面值的股份；

(c) 将所有板块或任何已支付的股份转换为股票，并将该股票重新转换为任何面值的已支付股份；

(d) 分割其股份或其中任何股份为比公司章程规定的金额更小的股份，但在分割时，每个减少股份的已付和未付金额之比应与减少股份所衍生的股份的情况相同；且

(e) 取消在通过该普通决议时，尚未被任何人认购或同意认购的股份，并以被取消股份的数量减少其股本金额，或者在没有面值的股份的情况下，减少其资本分为股份的数量。

处理由股份合并产生的零头

8.2 无论何时，如果由于股份合并导致任何成员有权获得股份的零头，董事会可以代表这些成员处理零头，包括（但不限于）：

(a) 将代表零股的股份以合理可取得的最佳价格卖出给任何人（包括但不限于依据公司法的规定，公司本身）；

(b) 按比例将净收益分配给这些成员。

8.3 根据第8.2条的规定，董事可以授权某人根据买方的指示执行股份转让文书。受让方不应被要求关注购款的应用，也不应因出售过程中任何不规则或无效的程序而影响其对股份的所有权。

减少股本

8.4 在符合《法案》和目前赋予持有特定类别股份的成员的任何权利的前提下，公司可以通过特别决议以任何方式减少其股本。

9 赎回和购买自有股份

发行可赎回股份和购买自己的股份数量

9.1 在遵循该法案及当时赋予持有特定类别股份的成员的任何权利的前提下，以及在适用的情况下，遵循指定交易所和/或其他主管监管机构的规则和规定，或根据适用法律的其他规定，公司可由其董事：

(a) 发行的可赎回股份，按公司或持有这些可赎回股份的成员的选择，在董事们判断的条款和方式下进行赎回或承担赎回责任，具体在这些股份发行之前确定；

(b)在特别决议经股东持有特定类别股份同意的情况下，变更附属于该类别股份的权利，以使这些股份可以按公司决定的条款和方式在变更时公司选择赎回或有可能被赎回；和

(c) 在董事判断的情况下，可以按当时的条款和方式购买所有板块或任何类别的股份，包括任何可赎回股份。

公司可以根据法案授权的任何方式进行对其自有股票的赎回或购买的支付，包括从以下任意组合中支出：资本、盈利及新股发行所得。

以现金或实物支付赎回或购买的权利

9.2 当进行股份赎回或购买支付时，董事可以选择以现金支付或 实物支付 在赎回或者购买股份的支付方面，如果根据这些股份的配股或者根据按照第9.1条的规定适用于这些股份的条款被授权这么做，或者与持有这些股份的成员协商一致，董事可以用现金支付或其他方式支付。

赎回或购买股份的效应

9.3 在赎回或购买股份的日期：

(a) 持有该股份的成员将不再有权利享有该股份的任何权利，只有权利收到：

(i) 股份的价格；以及

(ii) 在赎回或购买日期之前宣布的任何股息；

（b）会员姓名将从股份登记册上删除；并

(c) 分享应根据董事们的决定取消或作为库存股。

为了第9.3条的目的，赎回或购买的日期是指会员的姓名从与受赎或购买有关的股份登记册中删除的日期。

10 会员大会

年度和特别股东大会

10.1 公司可以但不应（除非根据指定交易所规则要求）每年召开一次股东大会作为年度股东大会，如果召开，该大会应由董事会根据这些章程 convene。

10.2 所有板块除年度股东大会外，应当称为临时股东大会。

召开会议的权力

10.3 董事会可以随时召开股东大会。

如果董事会成员不足以组成法定人数，并且剩下的董事会成员无法就任命额外董事达成一致意见，则董事必须召开股东大会，以任命额外的董事。

10.5 如果按照接下来的两条条款的规定提出要求，董事会必须召开临时股东大会。

10.6 请求必须以书面形式提出，并由一位或多位成员提供，这些成员共同持有至少百分之十的投票权，才能在该次股东大会上进行表决。

10.7 申请还必须：

(a) 明确会议的目的。

(b) 由每位请求人或其代表签署（为此，每位共同持有人有义务签署）。 请求可以由一份或多份形式相似的文件组成，这些文件由一个或多个请求人签署；以及

(c)应按照通知规定发送。

10.8 如果董事在收到请求后21个清晰日内未能召开股东大会，请求者或其中任何一人可以在该期限结束后的三个月内召开股东大会。

10.9 在不限制前述内容的情况下，如果没有足够的董事构成法定人数，且剩余董事无法就任命额外董事达成一致，任何一个或多个成员，若合计持有至少百分之十的股权，均可召开股东大会，以考虑会议通知中指定的业务，其中应包括任命额外董事作为一项业务。

10.10 成员如果希望在年度股东大会上提出业务事项或提名候选人作为董事，必须在年度股东大会计划日期前的第90天的营业结束前，以及第120天的营业结束后，将通知送达公司的主要执行办公室。

通知的内容

10.11 股东大会通知应包含以下每一项：

(a) 会议地点、日期和时间；

(b) 会议是虚拟举行，实体会场举行，还是两者兼有；

(c)如果会议将在任何地方的实体地点举行，则需提供该地点的地址；

(d) 如果会议将在两个或更多地方举行，或在任何部分进行虚拟会议，则将用于便利会议的电子通讯设施，包括任何希望利用这些电子通讯设施出席并参与会议的成员或其他与会人员所必须遵循的程序;

(e) 受第(f)段和指定交易所规则（在适用范围内）要求的限制，交易的业务的一般性质；和

(f)如果提议以特别决议形式提出决议案，则该决议案的文本。

每份通知中都应以合理突出的方式包含以下声明：

(a) 有权出席和投票的成员有权指定一名或多名代理人代表该成员出席和投票；以及

(b) 代表持有人不必是会员。

通知期

10.13 至少应提前二十一天通知会员召开年度股东大会。对于其他股东大会，至少应提前十四天通知会员。

根据《法案》，在得到持有至少所有有权在该会议上投票人九十百分之一的投票权的单个或集体成员的同意的情况下，会议可以提前召开，且根据《法案》进行提前通知。

有权接收通知的人员

根据这些章程的规定和对任何股份施加的任何限制，通知应发送给以下人员：

(a) 成员

(b) 因成员的死亡或破产而有权获得分享的人员；和

(c) 董事。

10.16董事会可能判断有权收到会议通知的成员是董事会确定的营业结束时登记成员名单上的人员。

在网站上发布会议通知

根据《法案》或指定证券交易所的规定和法规以及任何其他主管监管机构或适用法律的规定，股东大会通知可以在提供单独通知的情况下刊登在网站上：

(a) 在网站上发布公告；

(b) 可以访问通知的网站位置；

(c)如何访问；和

(d) 会议的地点、日期和时间。

如果会员通知公司因任何原因无法访问网站，则公司必须尽快通过本章程允许的其他方式通知该会员开会的时间。这不会影响该会员被视为收到会议通知的时间。

网站公告视为送达的时间

当会员收到网站公告通知时，视为已通知。

在网站上发布的通知的持续时间要求

当股东会通告公告在网站上公布时，应该自通知之日起至与通告相关的会议至少结束之日止，在网站的同一位置继续公布。

意外遗漏通知或未收到通知

10.21 会议程序不得因以下原因无效：

（a）意外未能向任何有权获得通知的人提供会议通知；或

(b) 任何有权收到通知的人未能收到会议通知。

10.22 此外，如果会议通知在网站上发布，会议的程序不应仅因其意外发布而失效：

(a) 在网站的另一个地方；或者

(b) 仅在通知发出之日起直到相关会议结束的期间的部分。

11 会员会议程序

法定人数

11.1 根据以下条款保存，除非出席人数符合法定人数，否则会议上不应进行任何业务交易。法定人数如下：

(a) 如果公司只有一个成员：那就是该成员；

(b) 如果公司有不止一名成员：一名或多名成员持有代表不少于三分之一的可投票股份的股份，这些股份在该次股东大会上享有投票权。

缺乏法定人数

11.2 如果在会议指定的时间的十五分钟内没有达到法定人数，或者在会议期间的任何时间变为没有法定人数，则适用以下条款：

(a) 如果会议是由成员召集的，则应予以取消。

(b) 在任何其他情况下，会议应延期至同一时间和地点的七天后，或者由董事确定的其他时间或地点。如果在延期会议的指定时间的十五分钟内未达到法定人数，则亲自出席或代理出席的成员将构成法定人数。

技术的使用

11.3 一个人可以通过电话会议、视频或其他形式的通信设备参加股东大会，只要所有参会人员都能在整个会议期间听到彼此并与之交流。以这种方式参加会议的人被视为亲自在会上出席。

主席

11.4 股东大会的主席应为董事会主席，或董事们提名的其他董事，在董事会主席缺席时主持董事会会议。如果在会议指定开始时间的十五分钟内没有该人到场，出席的董事应选举他们中的一位担任会议主席。

如果在指定的会议时间十五分钟内没有董事出席，或者没有董事愿意担任主席，那么亲自或通过代理出席并有表决权的成员应从他们中选择一人担任会议主席。

董事出席和发言的权利

11.6 即使董事不是成员，他/她也有权出席并在任何股东大会及任何持有特定类别股份的成员的单独会议上发言。

虚拟会议中对成员的住宿安排

11.7 有权接收通知并参加会议的会员，即使他们的出席是虚拟的，只要提供了足够的设施以确保该会员能够出席，该会员将被视为在会议上出席。

(a) 参加本次会议召开的业务；以及

(b) 听取会议上发生的所有事情。

在不限制前述内容的一般性原则的情况下，董事会可以判断任何股东大会可以作为虚拟会议举行。

安防-半导体

除了因为会议地点或场所而需要采取的任何措施外，董事会可以做出任何安排并施加任何其认为在情况上适当合理的限制，以确保会议的安防-半导体

包括但不限于对参加会议的任何人员进行搜查，以及对可以带入会议地点的个人财物项目施加限制。董事会可以拒绝某人入场，或将其驱逐出会议，若其拒绝遵守任何此类安排或限制。

休会

11.9 The chairman may at any time adjourn a meeting with the consent of the Members constituting a quorum. The chairman must adjourn the meeting if so directed by the meeting. No business, however, can be transacted at an adjourned meeting other than business which might properly have been transacted at the original meeting.

11.10 Should a meeting be adjourned for more than 7 Clear Days, whether because of a lack of quorum or otherwise, Members shall be given at least seven Clear Days' notice of the date, time and place of the adjourned meeting and the general nature of the business to be transacted. Otherwise it shall not be necessary to give any notice of the adjournment.

Method of voting

11.11 A resolution put to the vote of the meeting shall be decided on a poll.

Taking of a poll

11.12 A poll shall be taken in such manner as the chairman directs. He/she may appoint scrutineers (who need not be Members) and fix a place and time for declaring the result of the poll. If, through the aid of technology, the meeting is held as a Virtual Meeting or in more than one place, the chairman may appoint scrutineers virtually and in more than one place; but if he/she considers that the poll cannot be effectively monitored at that meeting, the chairman shall adjourn the holding of the poll to a date, place and time when that can occur.

Chairman’s casting vote

11.13 In the case of an equality of votes, the chairman of the meeting shall be entitled to a second or casting vote.

Amendments to resolutions

11.14 An Ordinary Resolution to be proposed at a General Meeting may be amended by Ordinary Resolution if:

(a) not less than 48 hours before the meeting is to take place (or such later time as the chairman of the meeting may determine), notice of the proposed amendment is given to the Company in writing by a Member entitled to vote at that meeting; and

(b) the proposed amendment does not, in the reasonable opinion of the chairman of the meeting, materially alter the scope of the resolution.

11.15 A Special Resolution to be proposed at a General Meeting may be amended by Ordinary Resolution, if:

(a) the chairman of the meeting proposes the amendment at the General Meeting at which the resolution is to be proposed, and

(b) the amendment does not go beyond what the chairman considers is necessary to correct a grammatical or other non-substantive error in the resolution.

11.16 If the chairman of the meeting, acting in good faith, wrongly decides that an amendment to a resolution is out of order, the chairman's error does not invalidate the vote on that resolution.

Written resolutions

11.17 Members may pass a resolution in writing without holding a meeting if the following conditions are met:

(a) all Members entitled to vote are given notice of the resolution as if the same were being proposed at a meeting of Members;

(b) all Members entitled so to vote (in case of Special Resolution) or the Members holding a simple majority of issued Shares entitled to vote (in case of Ordinary Resolution);

(i) sign a document; or

(ii) sign several documents in the like form each signed by one or more of those Members; and

(c) the signed document or documents is or are delivered to the Company, including, if the Company so nominates, by delivery of an Electronic Record by Electronic means to the address specified for that purpose.

Such written resolution shall be as effective as if it had been passed at a duly convened and held meeting of the Members entitled to vote.

11.18 If a written resolution is described as a Special Resolution or as an Ordinary Resolution, it has effect accordingly.

11.19 The Directors may determine the manner in which written resolutions shall be put to Members. In particular, they may provide, in the form of any written resolution, for each Member to indicate, out of the number of votes the Member would have been entitled to cast at a meeting to consider the resolution, how many votes such person wishes to cast in favour of the resolution and how many against the resolution or to be treated as abstentions. The result of any such written resolution shall be determined on the same basis as on a poll.

Sole-Member Company

11.20 If the Company has only one Member, and the Member records in writing such Member’s decision on a question, that record shall constitute both the passing of a resolution and the minute of it.

12 Voting rights of Members

Right to vote

12.1 Unless their Shares carry no right to vote, or unless a call or other amount presently payable has not been paid, all Members are entitled to vote at a General Meeting, and all Members holding Shares of a particular class of Shares are entitled to vote at a meeting of the holders of that class of Shares.

12.2 Members may vote in person or by proxy.

12.3 On a poll a Member shall have one vote for each Share such person holds, unless any Share carries special voting rights.

12.4 No Member is bound to vote on such Member’s Shares or any of them; nor is a Member bound to vote each of such Member’s Shares in the same way.

Rights of joint holders

12.5 If Shares are held jointly, only one of the joint holders may vote. If more than one of the joint holders tenders a vote, the vote of the holder whose name in respect of those Shares appears first in the register of Members shall be accepted to the exclusion of the votes of the other joint holder.

Representation of corporate Members

12.6 Save where otherwise provided, a corporate Member must act by a duly authorised representative.

12.7 A corporate Member wishing to act by a duly authorised representative must identify that person to the Company by notice in writing.

12.8 The authorisation may be for any period of time, and must be delivered to the Company before the commencement of the meeting at which it is first used.

12.9 The Directors of the Company may require the production of any evidence which they consider necessary to determine the validity of the notice.

12.10 Where a duly authorised representative is present at a meeting that Member is deemed to be present in person; and the acts of the duly authorised representative are personal acts of that Member.

12.11 A corporate Member may revoke the appointment of a duly authorised representative at any time by notice to the Company; but such revocation will not affect the validity of any acts carried out by the duly authorised representative before the Directors of the Company had actual notice of the revocation.

12.12 If a clearing house (or its nominee(s)), being a corporation, is a Member, it may authorise such persons as it sees fit to act as its representative 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 its nominee(s)) as if such person was the registered holder of such Shares held by the clearing house (or its nominee(s)).

Member with mental disorder

12.13 A Member in respect of whom an order has been made by any court having jurisdiction (whether in the Cayman Islands or elsewhere) in matters concerning mental disorder may vote, by that Member’s receiver, curator bonis or other person authorised in that behalf appointed by that court.

12.14 For the purpose of the preceding Article, evidence to the satisfaction of the Directors of the authority of the person claiming to exercise the right to vote must be received not less than 24 hours before holding the relevant meeting or the adjourned meeting in any manner specified for the delivery of forms of appointment of a proxy, whether in writing or by Electronic means. In default, the right to vote shall not be exercisable.

Objections to admissibility of votes

12.15 An objection to the validity of a person’s vote may only be raised at the meeting or at the adjourned meeting at which the vote is sought to be tendered. Any objection duly made shall be referred to the chairman whose decision shall be final and conclusive.

Form of proxy

12.16 An instrument appointing a proxy shall be in any common form or in any other form approved by the Directors.

12.17 The instrument must be in writing and signed in one of the following ways:

(a) by the Member; or

(b) by the Member’s authorised attorney; or

(c) if the Member is a corporation or other body corporate, under seal or signed by an authorised officer, secretary or attorney.

If the Directors so resolve, the Company may accept an Electronic Record of that instrument delivered in the manner specified below and otherwise satisfying the Articles about authentication of Electronic Records.

12.18 The Directors may require the production of any evidence which they consider necessary to determine the validity of any appointment of a proxy.

12.19 A Member may revoke the appointment of a proxy at any time by notice to the Company duly signed in accordance with Article 12.17.

12.20 No revocation by a Member of the appointment of a proxy made in accordance with Article 12.19 will affect the validity of any acts carried out by the relevant proxy before the Directors of the Company had actual notice of the revocation.

How and when proxy is to be delivered

12.21 Subject to the following Articles, the Directors may, in the notice convening any meeting or adjourned meeting, or in an instrument of proxy sent out by the Company, specify the manner by which the instrument appointing a proxy shall be deposited and the place and the time (being not later than the time appointed for the commencement of the meeting or adjourned meeting to which the proxy relates) at which the instrument appointing a proxy shall be deposited. In the absence of any such direction from the Directors in the notice convening any meeting or adjourned meeting or in an instrument of proxy sent out by the Company, the form of appointment of a proxy and any authority under which it is signed (or a copy of the authority certified notarially or in any other way approved by the Directors) must be delivered so that it is received by the Company before the time for holding the meeting or adjourned meeting at which the person named in the form of appointment of proxy proposes to vote. They must be delivered in either of the following ways:

(a) In the case of an instrument in writing, it must be left at or sent by post:

(i) to the registered office of the Company; or

(ii) to such other place specified in the notice convening the meeting or in any form of appointment of proxy sent out by the Company in relation to the meeting.

(b) If, pursuant to the notice provisions, a notice may be given to the Company in an Electronic Record, an Electronic Record of an appointment of a proxy must be sent to the address specified pursuant to those provisions unless another address for that purpose is specified:

(i) in the notice convening the meeting; or

(ii) in any form of appointment of a proxy sent out by the Company in relation to the meeting; or

(iii) in any invitation to appoint a proxy issued by the Company in relation to the meeting.

(c) Notwithstanding Article 12.21(a) and Article 12.21(b), the chairman of the Company may, in any event at his/her discretion, direct that an instrument of proxy shall be deemed to have been duly deposited.

12.22 Where a poll is taken:

(a) if it is taken more than seven Clear Days after it is demanded, the form of appointment of a proxy and any accompanying authority (or an Electronic Record of the same) must be delivered in accordance with Article 12.21 before the time appointed for the taking of the poll;

(b) if it to be taken within seven Clear Days after it was demanded, the form of appointment of a proxy and any accompanying authority (or an Electronic Record of the same) must be delivered in accordance with Article 12.21 before the time appointed for the taking of the poll.

12.23 If the form of appointment of proxy is not delivered on time, it is invalid.

12.24 When two or more valid but differing appointments of proxy are delivered or received in respect of the same Share for use at the same meeting and in respect of the same matter, the one which is last validly delivered or received (regardless of its date or of the date of its execution) shall be treated as replacing and revoking the other or others as regards that Share. lf the Company is unable to determine which appointment was last validly delivered or received, none of them shall be treated as valid in respect of that Share.

12.25 The Board may at the expense of the Company send forms of appointment of proxy to the Members by post (that is to say, pre-paying and posting a letter), or by Electronic communication or otherwise (with or without provision for their return by pre-paid post) for use at any General Meeting or at any separate meeting of the holders of any class of Shares, either blank or nominating as proxy in the alternative any one or more of the Directors or any other person. lf for the purpose of any meeting invitations to appoint as proxy a person or one of a number of persons specified in the invitations are issued at the Company’s expense, they shall be issued to all (and not to some only) of the Members entitled to be sent notice of the meeting and to vote at it. The accidental omission to send such a form of appointment or to give such an invitation to, or the non-receipt of such form of appointment by, any Member entitled to attend and vote at a meeting shall not invalidate the proceedings at that meeting

Voting by proxy

12.26 A proxy shall have the same voting rights at a meeting or adjourned meeting as the Member would have had except to the extent that the instrument appointing such person limits those rights. Notwithstanding the appointment of a proxy, a Member may attend and vote at a

meeting or adjourned meeting. If a Member votes on any resolution a vote by such Member’s proxy on the same resolution, unless in respect of different Shares, shall be invalid.

13 Number of Directors

13.1 There shall be a Board consisting of not less than three persons provided however that the Company may by Ordinary Resolution increase or reduce the limits in the number of Directors. Unless fixed by Ordinary Resolution, the maximum number of Directors shall be unlimited.

14 Appointment, disqualification and removal of Directors

First Directors

14.1 The first Directors shall be appointed in writing by the subscriber or subscribers to the Memorandum, or a majority of them.

No age limit

14.2 There is no age limit for Directors save that they must be at least eighteen years of age.

Corporate Directors

14.3 Unless prohibited by law, a body corporate may be a Director. If a body corporate is a Director, the Articles about representation of corporate Members at General Meetings apply, mutatis mutandis, to the Articles about Directors’ meetings.

No shareholding qualification

14.4 Unless a shareholding qualification for Directors is fixed by Ordinary Resolution, no Director shall be required to own Shares as a condition of his/her appointment.

Appointment of Directors

14.5 A Director may be appointed by Ordinary Resolution or by the Directors. Any appointment may be to fill a vacancy or as an additional Director.

14.6 A remaining Director may appoint a Director even though there is not a quorum of Directors.

14.7 No appointment can cause the number of Directors to exceed the maximum (if one is set); and any such appointment shall be invalid.

14.8 Subject to Article 17.14, for so long as Shares are listed on a Designated Stock Exchange, the Directors shall include at least such number of Independent Directors as applicable law, rules or regulations or the Designated Stock Exchange Rules require as determined by the Board.

Board’s power to appoint Directors

14.9 Without prejudice to the Company’s power to appoint a person to be a Director pursuant to these Articles, the Board shall have power at any time to appoint any person who is willing to act as a Director, either to fill a vacancy or as an addition to the existing Board, subject to the total number of Directors not exceeding any maximum number fixed by or in accordance with these Articles.

14.10 Any Director so appointed shall, if still a Director, retire at the next annual General Meeting after his/her appointment and be eligible to stand for election as a Director at such meeting.

Eligibility

14.11 No person (other than a Director retiring in accordance with these Articles) shall be appointed or re-appointed a Director at any General Meeting unless:

(a) such person is recommended by the Board; or

(b) not less than seven nor more than forty-two Clear Days before the date appointed for the meeting, a Member (other than the person to be proposed) entitled to vote at the meeting has given to the Company notice of such Member’s intention to propose a resolution for the appointment of that person, stating the particulars which would, if that person were so appointed, be required to be included in the Company’s register of Directors and a notice executed by that person of his/her willingness to be appointed.

Appointment at annual General Meeting

14.12 Unless re-appointed pursuant to the provisions of Article 14.5 or removed from office pursuant to the provisions of Article 14.13, each Director shall be appointed for a term expiring at the next-following annual General Meeting of the Company. At any such annual General Meeting, Directors will be elected by Ordinary Resolution. At each annual General Meeting of the Company, each Director elected at such meeting shall be elected to hold office for a one-year term and until the election of their respective successors in office or removal pursuant to Articles 14.5 and 14.13.

Removal of Directors

14.13 A Director may be removed by Ordinary Resolution.

Resignation of Directors

14.14 A Director may at any time resign office by giving to the Company notice in writing or, if permitted pursuant to the notice provisions, in an Electronic Record delivered in either case in accordance with those provisions.

14.15 Unless the notice specifies a different date, the Director shall be deemed to have resigned on the date that the notice is delivered to the Company.

Termination of the office of Director

14.16 A Director may retire from office as a Director by giving notice in writing to that effect to the Company at the registered office, which notice shall be effective upon such date as may be specified in the notice, failing which upon delivery to the registered office.

14.17 Without prejudice to the provisions in these Articles for retirement (by rotation or otherwise), a Director’s office shall be terminated forthwith if:

(a) he/she is prohibited by the law of the Cayman Islands from acting as a Director; or

(b) he/she is made bankrupt or makes an arrangement or composition with his/her creditors generally; or

(c) he/she resigns his/her office by notice to the Company; or

(d) he/she only held office as a Director for a fixed term and such term expires; or

(e) in the opinion of a registered medical practitioner by whom he/she is being treated he/she becomes physically or mentally incapable of acting as a Director; or

(f) the majority of the other Directors (being not less than two in number) determine that he/she should be removed as a Director, either by a resolution passed by the majority of the other Directors at a meeting of the Directors duly convened and held in accordance with these Articles or by a resolution in writing signed by the majority of the other Directors; or

(g) he/she is made subject to any law relating to mental health or incompetence, whether by court order or otherwise; or

(h) without the consent of the other Directors, he/she is absent from meetings of Directors for a continuous period of six months.

15 Alternate Directors

Appointment and removal

15.1 Any Director may appoint any other person, including another Director, to act in his/her place as an alternate Director. No appointment shall take effect until the Director has given notice of the appointment to the Board.

15.2 Without limitation to the preceding Article, a Director may appoint an alternate for a particular meeting by sending an email to his/her fellow Directors informing them that they are to take such email as notice of such appointment for such meeting. Such appointment shall be

effective without the need for a signed notice of appointment or the giving of notice to the Company in accordance with Article 15.4.

15.3 A Director may revoke his/her appointment of an alternate at any time. No revocation shall take effect until the Director has given notice of the revocation to the Board.

15.4 Subject to Article 15.2, a notice of appointment or removal of an alternate Director shall be effective only if given to the Company by one or more of the following methods:

(a) by notice in writing in accordance with the notice provisions contained in these Articles;

(b) if the Company has a facsimile address for the time being, by sending by facsimile transmission to that facsimile address a facsimile copy or, otherwise, by sending by facsimile transmission to the facsimile address of the Company's registered office a facsimile copy (in either case, the facsimile copy being deemed to be the notice unless Article 29.7 applies), in which event notice shall be taken to be given on the date of an error-free transmission report from the sender’s fax machine;

(c) if the Company has an email address for the time being, by emailing to that email address a scanned copy of the notice as a PDF attachment or, otherwise, by emailing to the email address provided by the Company's registered office a scanned copy of the notice as a PDF attachment (in either case, the PDF version being deemed to be the notice unless Article 29.7 applies), in which event notice shall be taken to be given on the date of receipt by the Company or the Company's registered office (as appropriate) in readable form; or

(d) if permitted pursuant to the notice provisions, in some other form of approved Electronic Record delivered in accordance with those provisions in writing.

Notices

15.5 All notices of meetings of Directors shall continue to be given to the appointing Director and not to the alternate.

Rights of alternate Director

15.6 An alternate Director shall be entitled to attend and vote at any Board meeting or meeting of a committee of the Directors at which the appointing Director is not personally present, and generally to perform all the functions of the appointing Director in his/her absence. An alternate Director, however, is not entitled to receive any remuneration from the Company for services rendered as an alternate Director.

Appointment ceases when the appointor ceases to be a Director

15.7 An alternate Director shall cease to be an alternate Director if:

(a) the Director who appointed him/her ceases to be a Director; or

(b) the Director who appointed him/her revokes his/her appointment by notice delivered to the Board or to the registered office of the Company or in any other manner approved by the Board; or

(c) in any event happens in relation to him/her which, if he/she were a Director of the Company, would cause his/her office as Director to be vacated.

Status of alternate Director

15.8 An alternate Director shall carry out all functions of the Director who made the appointment.

15.9 Save where otherwise expressed, an alternate Director shall be treated as a Director under these Articles.

15.10 An alternate Director is not the agent of the Director appointing him/her.

15.11 An alternate Director is not entitled to any remuneration for acting as alternate Director.

Status of the Director making the appointment

15.12 A Director who has appointed an alternate is not thereby relieved from the duties which he/she owes the Company.

16 Powers of Directors

Powers of Directors

16.1 Subject to the provisions of the Act, the Memorandum and these Articles the business of the Company shall be managed by the Directors who may for that purpose exercise all the powers of the Company.

16.2 No prior act of the Directors shall be invalidated by any subsequent alteration of the Memorandum or these Articles. However, to the extent allowed by the Act, Members may, by Special Resolution, validate any prior or future act of the Directors which would otherwise be in breach of their duties.

Directors below the minimum number

16.3 lf the number of Directors is less than the minimum prescribed in accordance with these Articles, the remaining Director or Directors shall act only for the purposes of appointing an additional Director or Directors to make up such minimum or of convening a General Meeting of the Company for the purpose of making such appointment. lf there are no Director or Directors able or willing to act, any two Members may summon a General Meeting for the purpose of appointing Directors. Any additional Director so appointed shall hold office (subject

to these Articles) only until the dissolution of the annual General Meeting next following such appointment unless he/she is re-elected during such meeting.

Appointments to office

16.4 The Directors may appoint a Director:

(a) as chairman of the Board;

(b) as managing Director;

(c) to any other executive office,

for such period, and on such terms, including as to remuneration as they think fit.

16.5 The appointee must consent in writing to holding that office.

16.6 Where a chairman is appointed he/she shall, unless unable to do so, preside at every meeting of Directors.

16.7 If there is no chairman, or if the chairman is unable to preside at a meeting, that meeting may select its own chairman; or the Directors may nominate one of their member to act in place of the chairman should he/she ever not be available.

16.8 Subject to the provisions of the Act, the Directors may also appoint and remove any person, who need not be a Director:

(a) as Secretary; and

(b) to any office that may be required

for such period and on such terms, including as to remuneration, as they think fit. In the case of an Officer, that Officer may be given any title the Directors decide.

16.9 The Secretary or Officer must consent in writing to holding that office.

16.10 A Director, Secretary or other Officer of the Company may not hold the office, or perform the services, of auditor.

Provisions for employees

16.11 The Board may make provision for the benefit of any persons employed or formerly employed by the Company or any of its subsidiary undertakings (or any member of his/her family or any person who is dependent on him/her) in connection with the cessation or the transfer to any person of the whole or part of the undertaking of the Company or any of its subsidiary undertakings.

Exercise of voting rights

16.12 The Board may exercise the voting power conferred by the Shares in any body corporate held or owned by the Company in such manner in all respects as it thinks fit (including, without limitation, the exercise of that power in favour of any resolution appointing any Director as a director of such body corporate, or voting or providing for the payment of remuneration to the directors of such body corporate).

Remuneration

16.13 Every Director may be remunerated by the Company for the services he/she provides for the benefit of the Company, whether as Director, employee or otherwise, and shall be entitled to be paid for the expenses incurred in the Company’s business including attendance at Directors’ meetings.

16.14 Until otherwise determined by the Company by Ordinary Resolution, the Directors (other than alternate Directors) shall be entitled to such remuneration by way of fees for their services in the office of Director as the Directors may determine.

16.15 Remuneration may take any form and may include arrangements to pay pensions, health insurance, death or sickness benefits, whether to the Director or to any other person connected to or related to him/her.

16.16 Unless his/her fellow Directors determine otherwise, a Director is not accountable to the Company for remuneration or other benefits received from any other company which is in the same group as the Company or which has common shareholdings.

Disclosure of information

16.17 The Directors may release or disclose to a third party any information regarding the affairs of the Company, including any information contained in the register of Members relating to a Member, (and they may authorise any Director, Officer or other authorised agent of the Company to release or disclose to a third party any such information in such person’s possession) if:

(a) the Company or that person, as the case may be, is lawfully required to do so under the laws of any jurisdiction to which the Company is subject; or

(b) such disclosure is in compliance with the Designated Stock Exchange Rules; or

(c) such disclosure is in accordance with any contract entered into by the Company; or

(d) the Directors are of the opinion such disclosure would assist or facilitate the Company’s operations.

17 Delegation of powers

Power to delegate any of the Directors’ powers to a committee

17.1 The Directors may delegate any of their powers to any committee consisting of one or more persons who need not be Members. Persons on the committee may include non-Directors so long as the majority of those persons are Directors. Any such committee shall be made up of such number of Independent Directors as required from time to time by the Designated Stock Exchange Rules or otherwise required by applicable law.

17.2 The delegation may be collateral with, or to the exclusion of, the Directors’ own powers.

17.3 The delegation may be on such terms as the Directors think fit, including provision for the committee itself to delegate to a sub-committee; save that any delegation must be capable of being revoked or altered by the Directors at will.

17.4 Unless otherwise permitted by the Directors, a committee must follow the procedures prescribed for the taking of decisions by Directors.

17.5 Subject to Article 17.14, the Board shall be entitled to establish, among others, an audit committee, a compensation committee and a nominating and corporate governance committee. Each of these committees shall be empowered to do all things necessary to exercise the rights of such committee set forth in these Articles. Each of the audit committee, compensation committee and nominating and corporate governance committee shall consist of at least three Directors (or such larger minimum number as may be required from time to time by the Designated Stock Exchange Rules). Subject to Article 17.14, the majority of the committee members on each of the compensation committee and nominating and corporate governance committee shall be Independent Directors. The audit committee shall be made up of such number of Independent Directors as required from time to time by the Designated Stock Exchange Rules or otherwise required by applicable law.

Local boards

17.6 The Board may establish any local or divisional board or agency for managing any of the affairs of the Company whether in the Cayman Islands or elsewhere and may appoint any persons to be members of a local or divisional Board, or to be managers or agents, and may fix their remuneration.

17.7 The Board may delegate to any local or divisional board, manager or agent any of its powers and authorities (with power to sub-delegate) and may authorise the members of any local or divisional board or any of them to fill any vacancies and to act notwithstanding vacancies.

17.8 Any appointment or delegation under this Article 17.8 may be made on such terms and subject to such conditions as the Board thinks fit and the Board may remove any person so appointed, and may revoke or vary any delegation.

Power to appoint an agent of the Company

17.9 The Directors may appoint any person, either generally or in respect of any specific matter, to be the agent of the Company with or without authority for that person to delegate all or any of that person’s powers. The Directors may make that appointment:

(a) by causing the Company to enter into a power of attorney or agreement; or

(b) in any other manner they determine.

Power to appoint an attorney or authorised signatory of the Company

17.10 The Directors may appoint any person, whether nominated directly or indirectly by the Directors, to be the attorney or the authorised signatory of the Company. The appointment may be:

(a) for any purpose;

(b) with the powers, authorities and discretions;

(c) for the period; and

(d) subject to such conditions

as they think fit. The powers, authorities and discretions, however, must not exceed those vested in, or exercisable, by the Directors under these Articles. The Directors may do so by power of attorney or any other manner they think fit.

17.11 Any power of attorney or other appointment may contain such provision for the protection and convenience for persons dealing with the attorney or authorised signatory as the Directors think fit. Any power of attorney or other appointment may also authorise the attorney or authorised signatory to delegate all or any of the powers, authorities and discretions vested in that person.

17.12 The Board may remove any person appointed under Article 17.10 and may revoke or vary the delegation.

Borrowing Powers

17.13 The Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and assets both present and future and uncalled capital, or any part thereof, and to issue debentures and other securities, whether outright or as collateral security for any debt, liability or obligation of the Company or its parent undertaking (if any) or any subsidiary undertaking of the Company or of any third party.

Corporate Governance

17.14 The Board may, from time to time, and except as required by applicable law or the Designated Stock Exchange Rules, adopt, institute, amend, modify or revoke the corporate governance policies or initiatives of the Company, which shall be intended to set forth the guiding principles and policies of the Company and the Board on various corporate governance related matters as the Board shall determine by resolution from time to time.

18 Meetings of Directors

Regulation of Directors’ meetings

18.1 Subject to the provisions of these Articles, the Directors may regulate their proceedings as they think fit.

Calling meetings

18.2 Any Director may call a meeting of Directors at any time. The Secretary must call a meeting of the Directors if requested to do so by a Director.

Notice of meetings

18.3 Notice of a Board meeting may be given to a Director personally or by word of mouth or given in writing or by Electronic communications at such address as he/she may from time to time specify for this purpose (or, if he/she does not specify an address, at his/her last known address). A Director may waive his/her right to receive notice of any meeting either prospectively or retrospectively.

18.4 Every Director shall be given notice of a meeting, although a Director may waive retrospectively the requirement to be given notice. Attendance at a meeting without written objection shall be deemed to be a waiver of such notice requirement.

Use of technology

18.5 A Director may participate in a meeting of Directors through the medium of conference telephone, video or any other form of communications equipment providing all persons participating in the meeting are able to hear and speak to each other throughout the meeting.

18.6 A Director participating in this way is deemed to be present in person at the meeting.

Quorum

18.7 The quorum for the transaction of business at a meeting of Directors shall be two unless the Directors fix some other number.

Chairman or deputy to preside

18.8 The Board may appoint a chairman and one or more deputy chairman or chairmen and may at any time revoke any such appointment.

18.9 The chairman, or failing him/her any deputy chairman (the longest in office taking precedence if more than one is present), shall preside at all Board meetings. If no chairman or deputy chairman has been appointed, or if he/she is not present within five minutes after the time fixed for holding the meeting, or is unwilling to act as chairman of the meeting, the Directors present shall choose one of their member to act as chairman of the meeting.

Voting

18.10 A question which arises at a Board meeting shall be decided by a majority of votes. If votes are equal the chairman may, if he/she wishes, exercise a casting vote.

Recording of dissent

18.11 A Director present at a meeting of Directors shall be presumed to have assented to any action taken at that meeting unless:

(a) his/her dissent is entered in the minutes of the meeting; or

(b) he has filed with the meeting before it is concluded signed dissent from that action; or

(c) he has forwarded to the Company as soon as practical following the conclusion of that meeting signed dissent.

A Director who votes in favour of an action is not entitled to record his/her dissent to it.

Written resolutions

18.12 The Directors may pass a resolution in writing without holding a meeting if all Directors sign a document or sign several documents in the like form each signed by one or more of those Directors.

18.13 A written resolution signed by a validly appointed alternate Director need not also be signed by the appointing Director.

18.14 A written resolution signed personally by the appointing Director need not also be signed by his/her alternate.

18.15 A resolution in writing passed pursuant to Article 18.12, Article 18.13 and/or Article 18.14 shall be as effective as if it had been passed at a meeting of the Directors duly convened and held; and it shall be treated as having been passed on the day and at the time that the last Director signs (and for the avoidance of doubt, such day may or may not be a Business Day).

Validity of acts of Directors in spite of formal defect

18.16 All acts done by a meeting of the Board, or of a committee of the Board, or by any person acting as a Director or an alternate Director, shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any Director or alternate Director or member of the committee, or that any of them were disqualified or had vacated office or were not entitled to vote, be as valid as if every such person had been duly appointed and qualified and had continued to be a Director or alternate Director and had been entitled to vote.

19 Permissible Directors' interests and disclosure

Permissible interests subject to disclosure

19.1 Save as expressly permitted by these Articles or as set out below, a Director may not have a direct or indirect interest or duty which conflicts or may possibly conflict with the interests of the Company.

19.2 If, notwithstanding the prohibition in the preceding Article, a Director discloses to his/her fellow Directors the nature and extent of any material interest or duty in accordance with the next Article, he/she may:

(a) be a party to, or otherwise interested in, any transaction or arrangement with the Company or in which the Company is or may otherwise be interested; or

(b) be interested in another body corporate promoted by the Company or in which the Company is otherwise interested. In particular, the Director may be a director, secretary or officer of, or employed by, or be a party to any transaction or arrangement with, or otherwise interested in, that other body corporate.

19.3 Such disclosure may be made at a meeting of the board or otherwise (and, if otherwise, it must be made in writing). The Director must disclose the nature and extent of his/her direct or indirect interest in or duty in relation to a transaction or arrangement or series of transactions or arrangements with the Company or in which the Company has any material interest.

19.4 If a Director has made disclosure in accordance with the preceding Article, then he/she shall not, by reason only of his/her office, be accountable to the Company for any benefit that he/she derives from any such transaction or arrangement or from any such office or employment or from any interest in any such body corporate, and no such transaction or arrangement shall be liable to be avoided on the ground of any such interest or benefit.

Notification of interests

19.5 For the purposes of the preceding Articles:

(a) a general notice that a Director gives to the other Directors that he/she is to be regarded as having an interest of the nature and extent specified in the notice in any transaction

or arrangement in which a specified person or class of persons is interested shall be deemed to be a disclosure that he/she has an interest in or duty in relation to any such transaction of the nature and extent so specified; and

(b) an interest of which a Director has no knowledge and of which it is unreasonable to expect such Director to have knowledge shall not be treated as an interest of his/her.

Voting where a Director is interested in a matter

19.6 A Director may vote at a meeting of Directors on any resolution concerning a matter in which that Director has an interest or duty, whether directly or indirectly, so long as that Director discloses any material interest pursuant to these Articles. The Director shall be counted towards a quorum of those present at the meeting. If the Director votes on the resolution, his/her vote shall be counted.

19.7 Where proposals are under consideration concerning the appointment of two or more Directors to offices or employment with the Company or any body corporate in which the Company is interested, the proposals may be divided and considered in relation to each Director separately and each of the Directors concerned shall be entitled to vote and be counted in the quorum in respect of each resolution except that concerning his or her own appointment.

20 Minutes

20.1 The Company shall cause minutes to be made in books of:

(a) all appointments of Officers and committees made by the Board and of any such Officer’s remuneration; and

(b) the names of Directors present at every meeting of the Directors, a committee of the Board, the Company or the holders of any class of shares or debentures, and all orders, resolutions and proceedings of such meetings.

20.2 Any such minutes, if purporting to be signed by the chairman of the meeting at which the proceedings were held or by the chairman of the next succeeding meeting or the Secretary, shall be prima facie evidence of the matters stated in them.

21 Accounts and audit; Financial year

21.1 The Directors must ensure that proper accounting and other records are kept, and that accounts and associated reports are distributed in accordance with the requirements of the Act.

21.2 Unless the Directors otherwise prescribe, the financial year of the Company shall end on 30 June in each year and begin on 1 July in each year.

Auditors

21.3 The Directors may appoint an Auditor of the Company who shall hold office on such terms as the Directors determine.

21.4 At any General Meeting convened and held at any time in accordance with these Articles, the Members may, by Ordinary Resolution, remove the Auditor before the expiration of its term of office. If they do so, the Members shall, by Ordinary Resolution, at that meeting appoint another Auditor in its stead for the remainder of its term.

21.5 The Auditors shall examine such books, accounts and vouchers; as may be necessary for the performance of their duties.

21.6 The Auditors shall, if so requested by the Directors, make a report on the accounts of the Company during their tenure of office at the next annual General Meeting following their appointment, and at any time during their term of office, upon request of the Directors or any General Meeting of the Company.

22 Record dates

22.1 Except to the extent of any conflicting rights attached to Shares, the resolution declaring a dividend on Shares of any class, whether it be an Ordinary Resolution of the Members or a Director’s resolution, may specify that the dividend is payable or distributable to the persons registered as the holders of those Shares at the close of business on a particular date, notwithstanding that the date may be a date prior to that on which the resolution is passed.

22.2 If the resolution does so specify, the dividend shall be payable or distributable to the persons registered as the holders of those Shares at the close of business on the specified date in accordance with their respective holdings so registered, but without prejudice to the rights inter se in respect of the dividend of transferors and transferees of any of those Shares.

22.3 The provisions of this Article apply, mutatis mutandis, to bonuses, capitalisation issues, distributions of realised capital profits or offers or grants made by the Company to the Members.

23 Dividends

Source of dividends

23.1 Dividends may be declared and paid out of any funds of the Company lawfully available for distribution.

23.2 Subject to the requirements of the Act regarding the application of a company’s Share premium account and with the sanction of an Ordinary Resolution, dividends may also be declared and paid out of any share premium account.

Declaration of dividends by Members

23.3 Subject to the provisions of the Act, the Company may by Ordinary Resolution declare dividends in accordance with the respective rights of the Members but no dividend shall exceed the amount recommended by the Directors.

Payment of interim dividends and declaration of final dividends by Directors

23.4 The Directors may declare and pay interim dividends or recommend final dividends in accordance with the respective rights of the Members if it appears to them that they are justified by the financial position of the Company and that such dividends may lawfully be paid.

23.5 Subject to the provisions of the Act, in relation to the distinction between interim dividends and final dividends, the following applies:

(a) Upon determination to pay a dividend or dividends described as interim by the Directors in the dividend resolution, no debt shall be created by the declaration until such time as payment is made.

(b) Upon declaration of a dividend or dividends described as final by the Directors in the dividend resolution, a debt shall be created immediately following the declaration, the due date to be the date the dividend is stated to be payable in the resolution.

If the resolution fails to specify whether a dividend is final or interim, it shall be assumed to be interim.

23.6 In relation to Shares carrying differing rights to dividends or rights to dividends at a fixed rate, the following applies:

(a) If the share capital is divided into different classes, the Directors may pay dividends on Shares which confer deferred or non-preferred rights with regard to dividends as well as on Shares which confer preferential rights with regard to dividends but no dividend shall be paid on Shares carrying deferred or non-preferred rights if, at the time of payment, any preferential dividend is in arrears.

(b) The Directors may also pay, at intervals settled by them, any dividend payable at a fixed rate if it appears to them that there are sufficient funds of the Company lawfully available for distribution to justify the payment.

(c) If the Directors act in good faith, they shall not incur any liability to the Members holding Shares conferring preferred rights for any loss those Members may suffer by the lawful payment of the dividend on any Shares having deferred or non-preferred rights.

Apportionment of dividends

23.7 Except as otherwise provided by the rights attached to Shares all dividends shall be declared and paid according to the amounts Paid Up on the Shares on which the dividend is paid. All dividends shall be apportioned and paid proportionately to the amount Paid Up on the Shares during the time or part of the time in respect of which the dividend is paid. But if a Share is issued on terms providing that it shall rank for dividend as from a particular date, that Share shall rank for dividend accordingly.

Right of set off

23.8 The Directors may deduct from a dividend or any other amount payable to a person in respect of a Share any amount due by that person to the Company on a call or otherwise in relation to a Share.

Power to pay other than in cash

23.9 If the Directors so determine, any resolution declaring a dividend may direct that it shall be satisfied wholly or partly by the distribution of assets. If a difficulty arises in relation to the distribution, the Directors may settle that difficulty in any way they consider appropriate. For example, they may do any one or more of the following:

(a) issue fractional Shares;

(b) fix the value of assets for distribution and make cash payments to some Members on the footing of the value so fixed in order to adjust the rights of Members; and

(c) vest some assets in trustees.

How payments may be made

23.10 A dividend or other monies payable on or in respect of a Share may be paid in any of the following ways:

(a) if the Member holding that Share or other person entitled to that Share nominates a bank account for that purpose - by wire transfer to that bank account; or

(b) by cheque or warrant sent by post to the registered address of the Member holding that Share or other person entitled to that Share.

23.11 For the purposes of Article 23.10(a), the nomination may be in writing or in an Electronic Record and the bank account nominated may be the bank account of another person. For the purposes of Article 23.10(b), subject to any applicable law or regulation, the cheque or warrant shall be made to the order of the Member holding that Share or other person entitled to the Share or to his nominee, whether nominated in writing or in an Electronic Record, and payment of the cheque or warrant shall be a good discharge to the Company.

23.12 If two or more persons are registered as the holders of the Share or are jointly entitled to it by reason of the death or bankruptcy of the registered holder (Joint Holders), a dividend (or other amount) payable on or in respect of that Share may be paid as follows:

(a) to the registered address of the Joint Holder of the Share who is named first on the register of Members or to the registered address of the deceased or bankrupt holder, as the case may be; or

(b) to the address or bank account of another person nominated by the Joint Holders, whether that nomination is in writing or in an Electronic Record.

23.13 Any Joint Holder of a Share may give a valid receipt for a dividend (or other amount) payable in respect of that Share.

Dividends or other monies not to bear interest in absence of special rights

23.14 Unless provided for by the rights attached to a Share, no dividend or other monies payable by the Company in respect of a Share shall bear interest.

Dividends unable to be paid or unclaimed

23.15 If a dividend cannot be paid to a Member or remains unclaimed within six weeks after it was declared or both, the Directors may pay it into a separate account in the Company’s name. If a dividend is paid into a separate account, the Company shall not be constituted trustee in respect of that account and the dividend shall remain a debt due to the Member.

23.16 A dividend that remains unclaimed for a period of six years after it became due for payment shall be forfeited to, and shall cease to remain owing by, the Company.

24 Capitalisation of profits

Capitalisation of profits or of any share premium account or capital redemption reserve;

24.1 The Directors may resolve to capitalise:

(a) any part of the Company’s profits not required for paying any preferential dividend (whether or not those profits are available for distribution); or

(b) any sum standing to the credit of the Company's share premium account or capital redemption reserve, if any.

24.2 The amount resolved to be capitalised must be appropriated to the Members who would have been entitled to it had it been distributed by way of dividend and in the same proportions. The benefit to each Member so entitled must be given in either or both of the following ways::

(a) by paying up the amounts unpaid on that Member's Shares;

(b) by issuing Fully Paid Up Shares, debentures or other securities of the Company to that Member or as that Member directs. The Directors may resolve that any Shares issued to the Member in respect of Partly Paid Up Shares (Original Shares) rank for dividend only to the extent that the Original Shares rank for dividend while those Original Shares remain Partly Paid Up.

Applying an amount for the benefit of Members

24.3 The amount capitalised must be applied to the benefit of Members in the proportions to which the Members would have been entitled to dividends if the amount capitalised had been distributed as a dividend.

24.4 Subject to the Act, if a fraction of a Share, a debenture or other security is allocated to a Member, the Directors may issue a fractional certificate to that Member or pay such person the cash equivalent of the fraction.

25 Share Premium Account

Directors to maintain share premium account

25.1 The Directors shall establish a share premium account in accordance with the Act. They shall carry to the credit of that account from time to time an amount equal to the amount or value of the premium paid on the issue of any Share or capital contributed or such other amounts required by the Act.

Debits to share premium account

25.2 The following amounts shall be debited to any share premium account:

(a) on the redemption or purchase of a Share, the difference between the nominal value of that Share and the redemption or purchase price; and

(b) any other amount paid out of a share premium account as permitted by the Act.

25.3 Notwithstanding the preceding Article, on the redemption or purchase of a Share, the Directors may pay the difference between the nominal value of that Share and the redemption purchase price out of the profits of the Company or, as permitted by the Act, out of capital.

26 Seal

Company seal

26.1 The Company may have a seal if the Directors so determine.

Duplicate seal

26.2 Subject to the provisions of the Act, the Company may also have a duplicate seal or seals for use in any place or places outside the Cayman Islands. Each duplicate seal shall be a facsimile of the original seal of the Company. However, if the Directors so determine, a duplicate seal shall have added on its face the name of the place where it is to be used.

When and how seal is to be used

26.3 A seal may only be used by the authority of the Directors. Unless the Directors otherwise determine, a document to which a seal is affixed must be signed in one of the following ways:

(a) by a Director (or his/her alternate) and the Secretary; or

(b) by a single Director (or his/her alternate).

If no seal is adopted or used

26.4 If the Directors do not adopt a seal, or a seal is not used, a document may be executed in the following manner:

(a) by a Director (or his/her alternate) or any Officer to which authority has been delegated by resolution duly adopted by the Directors; or

(b) by a single Director (or his/her alternate); or

(c) in any other manner permitted by the Act.

Power to allow non-manual signatures and facsimile printing of seal

26.5 The Directors may determine that either or both of the following applies:

(a) that the seal or a duplicate seal need not be affixed manually but may be affixed by some other method or system of reproduction;

(b) that a signature required by these Articles need not be manual but may be a mechanical or Electronic Signature.

Validity of execution

26.6 If a document is duly executed and delivered by or on behalf of the Company, it shall not be regarded as invalid merely because, at the date of the delivery, the Secretary, or the Director, or other Officer or person who signed the document or affixed the seal for and on behalf of the Company ceased to be the Secretary or hold that office and authority on behalf of the Company.

27 Indemnity

27.1 To the extent permitted by law, the Company shall indemnify each existing or former Director (including alternate Director), Secretary and other Officer of the Company (including an investment adviser or an administrator or liquidator) and their personal representatives against:

(a) all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by the existing or former Director (including alternate Director), Secretary or Officer in or about the conduct of the Company's business or affairs or in the execution or discharge of the existing or former Director's (including alternate Director's), Secretary’s or Officer’s duties, powers, authorities or discretions; and

(b) without limitation to paragraph (a), all costs, expenses, losses or liabilities incurred by the existing or former Director (including alternate Director), Secretary or Officer in defending (whether successfully or otherwise) any civil, criminal, administrative or investigative proceedings (whether threatened, pending or completed) concerning the Company or its affairs in any court or tribunal, whether in the Cayman Islands or elsewhere.

Such indemnity only applies if the Directors are of the view that, in the absence of fraud, wilful default or wilful neglect, an existing or former Director (including alternate Director), Secretary or Officer acted honestly and in good faith with a view to what the person believes is in the best interests of the Company and, in the case of criminal proceedings, such person had no reasonable cause to believe that their conduct was unlawful. No such existing or former Director (including alternate Director), Secretary or Officer, however, shall be indemnified in respect of any matter arising out of his/her own actual fraud, wilful default or wilful neglect.

27.2 To the extent permitted by Act, the Company may make a payment, or agree to make a payment, whether by way of advance, loan or otherwise, for any legal costs incurred by an existing or former Director (including alternate Director), Secretary or Officer of the Company in respect of any matter identified in Article 27.1 on condition that the Director (including alternate Director), Secretary or Officer must repay the amount paid by the Company to the extent that it is ultimately found not liable to indemnify the Director (including alternate Director), Secretary or that Officer for those legal costs.

Release

27.3 To the extent permitted by Act, the Company may by Special Resolution release any existing or former Director (including alternate Director), Secretary or other Officer of the Company from liability for any loss or damage or right to compensation which may arise out of or in connection with the execution or discharge of the duties, powers, authorities or discretions of his/her office; but there may be no release from liability arising out of or in connection with that person’s own actual fraud, wilful default or wilful neglect.

Insurance

27.4 To the extent permitted by Act, the Company may pay, or agree to pay, a premium in respect of a contract insuring each of the following persons against risks determined by the Directors, other than liability arising out of that person’s own dishonesty:

(a) an existing or former Director (including alternate Director), Secretary or Officer of:

(i) the Company;

(ii) a company which is or was a subsidiary of the Company;

(iii) a company in which the Company has or had an interest (whether direct or indirect); and

(b) a trustee of an employee or retirement benefits scheme or other trust in which any of the persons referred to in paragraph (a) is or was interested.

28 Notices

Form of notices

28.1 Save where these Articles provide otherwise, and subject to the Designated Stock Exchange Rules, any notice to be given to or by any person pursuant to these Articles shall be:

(a) in writing signed by or on behalf of the giver in the manner set out below for written notices; or

(b) subject to the next Article, in an Electronic Record signed by or on behalf of the giver by Electronic Signature and authenticated in accordance with Articles about authentication of Electronic Records; or

(c) where these Articles expressly permit, by the Company by means of a website.

Electronic communications

28.2 A notice may only be given to the Company in an Electronic Record if:

(a) the Directors so resolve or otherwise accept the notice; and

(b) any Director or Officer provides the giver of the notice an electronic address to which the notice may be sent and a notice is sent to that address within a reasonable period of time.

28.3 A notice may not be given by Electronic Record to a person other than the Company unless the recipient has notified the giver of an Electronic address to which notice may be sent.

28.4 Subject to the Act, the Designated Stock Exchange Rules and to any other rules which the Company is bound to follow, the Company may also send any notice or other document (other than notice of general meeting) pursuant to these Articles to a Member by publishing that notice or other document on a website where:

(a) the Company and the Member have agreed to his/her/its having access to the notice or document on a website (instead of it being sent to such person);

(b) the notice or document is one to which that agreement applies;

(c) the Member is notified (in accordance with any requirements laid down by the Act and, in a manner for the time being agreed between such person and the Company for the purpose) of:

(i) the publication of the notice or document on a website;

(ii) the address of that website; and

(iii) the place on that website where the notice or document may be accessed, and how it may be accessed; and

(d) the notice or document is published on that website throughout the publication period, provided that, if the notice or document is published on that website for a part, but not all of, the publication period, the notice or document shall be treated as being published throughout that period if the failure to publish that notice of document throughout that period is wholly attributable to circumstances which it would not be reasonable to have expected the Company to prevent or avoid. For the purposes of this Article 28.4 "publication period" means a period of not less than twenty-one days, beginning on the day on which the notification referred to in Article 28.4(c) is deemed sent.

Validity despite accidental error in publication on website

28.5 If, for the purpose of a meeting, documents are sent by being published on a website in accordance with the Article 10.17, the proceedings at that meeting are not invalidated merely because:

(a) those documents are, by accident, published in a different place on the website to the place notified; or

(b) they are published for part only of the period from the date of notification until the conclusion of that meeting.

Persons entitled to notices

28.6 Any notice or other document to be given to a Member may be given by reference to the register of Members as it stands at any time within the period of twenty-one days before the day that

the notice is given or (where and as applicable) within any other period permitted by, or in accordance with the requirements of, (to the extent applicable) the Designated Stock Exchange Rules and/or the Designated Stock Exchanges. No change in the register of Members after that time shall invalidate the giving of such notice or document or require the Company to give such item to any other person.

Persons authorised to give notices

28.7 A notice by either the Company or a Member pursuant to these Articles may be given on behalf of the Company or a Member by a Director or company secretary of the Company or a Member.

Delivery of written notices

28.8 Save where these Articles provide otherwise, a notice in writing may be given personally to the recipient, or left at (as appropriate) the Member’s or Director’s registered address or the Company’s registered office, or posted to that registered address or registered office.

Joint holders

28.9 Where Members are joint holders of a Share, all notices shall be given to the Member whose name first appears in the register of Members.

Signatures

28.10 A written notice shall be signed when it is autographed by or on behalf of the giver, or is marked in such a way as to indicate its execution or adoption by the giver.

28.11 An Electronic Record may be signed by an Electronic Signature.

Evidence of transmission

28.12 A notice given by Electronic Record shall be deemed sent if an Electronic Record is kept demonstrating the time, date and content of the transmission, and if no notification of failure to transmit is received by the giver.

28.13 A notice given in writing shall be deemed sent if the giver can provide proof that the envelope containing the notice was properly addressed, pre-paid and posted, or that the written notice was otherwise properly transmitted to the recipient.

28.14 A Member present, either in person or by proxy, at any meeting of the Company or of the holders of any class of Shares shall be deemed to have received due notice of the meeting and, where requisite, of the purposes for which it was called.

Giving notice to a deceased or bankrupt Member

28.15 A notice may be given by the Company to the persons entitled to a Share in consequence of the death or bankruptcy of a Member by sending or delivering it, in any manner authorised by

these Articles for the giving of notice to a Member, addressed to them by name, or by the title of representatives of the deceased, or trustee of the bankrupt or by any like description, at the address, if any, supplied for that purpose by the persons claiming to be so entitled.

28.16 Until such an address has been supplied, a notice may be given in any manner in which it might have been given if the death or bankruptcy had not occurred.

Date of giving notices

28.17 A notice is given on the date identified in the following table

Saving provision

28.18 None of the preceding notice provisions shall derogate from the Articles about the delivery of written resolutions of Directors and written resolutions of Members.

29 Authentication of Electronic Records

Application of Articles

29.1 Without limitation to any other provision of these Articles, any notice, written resolution or other document under these Articles that is sent by Electronic means by a Member, or by the Secretary, or by a Director or other Officer of the Company, shall be deemed to be authentic if either Article 29.2 or Article 29.4 applies.

Authentication of documents sent by Members by Electronic means

29.2 An Electronic Record of a notice, written resolution or other document sent by Electronic means by or on behalf of one or more Members shall be deemed to be authentic if the following conditions are satisfied:

(a) the Member or each Member, as the case may be, signed the original document, and for this purpose Original Document includes several documents in like form signed by one or more of those Members; and

(b) the Electronic Record of the Original Document was sent by Electronic means by, or at the direction of, that Member to an address specified in accordance with these Articles for the purpose for which it was sent; and

(c) Article 29.7 does not apply.

29.3 For example, where a sole Member signs a resolution and sends the Electronic Record of the original resolution, or causes it to be sent, by facsimile transmission to the address in these Articles specified for that purpose, the facsimile copy shall be deemed to be the written resolution of that Member unless Article 29.7 applies.

Authentication of document sent by the Secretary or Officers of the Company by Electronic means

29.4 An Electronic Record of a notice, written resolution or other document sent by or on behalf of the Secretary or an Officer or Officers of the Company shall be deemed to be authentic if the following conditions are satisfied:

(a) the Secretary or the Officer or each Officer, as the case may be, signed the original document, and for this purpose Original Document includes several documents in like form signed by the Secretary or one or more of those Officers; and

(b) the Electronic Record of the Original Document was sent by Electronic means by, or at the direction of, the Secretary or that Officer to an address specified in accordance with these Articles for the purpose for which it was sent; and

(c) Article 29.7 does not apply.

This Article 29.4 applies whether the document is sent by or on behalf of the Secretary or Officer in his/her own right or as a representative of the Company.

29.5 For example, where a sole Director signs a resolution and scans the resolution, or causes it to be scanned, as a PDF version which is attached to an email sent to the address in these Articles specified for that purpose, the PDF version shall be deemed to be the written resolution of that Director unless Article 29.7 applies.

Manner of signing

29.6 For the purposes of these Articles about the authentication of Electronic Records, a document will be taken to be signed if it is signed manually or in any other manner permitted by these Articles.

Saving provision

29.7 A notice, written resolution or other document under these Articles will not be deemed to be authentic if the recipient, acting reasonably:

(a) believes that the signature of the signatory has been altered after the signatory had signed the original document; or

(b) believes that the original document, or the Electronic Record of it, was altered, without the approval of the signatory, after the signatory signed the original document; or

(c) otherwise doubts the authenticity of the Electronic Record of the document

and the recipient promptly gives notice to the sender setting the grounds of its objection. If the recipient invokes this Article, the sender may seek to establish the authenticity of the Electronic Record in any way the sender thinks fit.

30 Transfer by way of continuation

30.1 The Company may, by Special Resolution, resolve to be registered by way of continuation in a jurisdiction outside:

(a) the Cayman Islands; or

(b) such other jurisdiction in which it is, for the time being, incorporated, registered or existing.

30.2 To give effect to any resolution made pursuant to the preceding Article, the Directors may cause the following:

(a) an application be made to the Registrar of Companies of the Cayman Islands to deregister the Company in the Cayman Islands or in the other jurisdiction in which it is for the time being incorporated, registered or existing; and

(b) all such further steps as they consider appropriate to be taken to effect the transfer by way of continuation of the Company.

31 Winding up

Distribution of assets in specie

31.1 If the Company is wound up the Members may, subject to these Articles and any other sanction required by the Act, pass a Special Resolution allowing the liquidator to do either or both of the following:

(a) to divide in specie among the Members the whole or any part of the assets of the Company and, for that purpose, to value any assets and to determine how the division shall be carried out as between the Members or different classes of Members; and/or

(b) to vest the whole or any part of the assets in trustees for the benefit of Members and those liable to contribute to the winding up.

No obligation to accept liability

31.2 No Member shall be compelled to accept any assets if an obligation attaches to them.

31.3 The Directors are authorised to present a winding up petition

31.4 The Directors have the authority to present a petition for the winding up of the Company to the Grand Court of the Cayman Islands on behalf of the Company without the sanction of a resolution passed at a General Meeting.

32 Amendment of Memorandum and Articles

Power to change name or amend Memorandum

32.1 Subject to the Act, the Company may, by Special Resolution:

(a) change its name; or

(b) change the provisions of its Memorandum with respect to its objects, powers or any other matter specified in the Memorandum.

Power to amend these Articles

32.2 Subject to the Act and as provided in these Articles, the Company may, by Special Resolution, amend these Articles in whole or in part.

33 Mergers and Consolidations

33.1 The Company shall have the power to merge or consolidate with one or more constituent companies (as defined in the Act) upon such terms as the Directors may determine and (to the extent required by the Act) with the approval of a Special Resolution.

34 Certain Tax Filings

34.1 Each Tax Filing Authorised Person and any such other person, acting alone, as any Director shall designate from time to time, are authorised to file tax forms SS-4, W-8 BEN, W-8 IMY, W-9, 8832 and 2553 and such other tax forms as are customary to file with any US state or federal governmental authorities or foreign governmental authorities in connection with the formation, activities and/or elections of the Company and such other tax forms as may be approved from time to time by any Director of the Company or an Officer. The Company further ratifies and approves any such filing made by any Tax Filing Authorised Person or such other person prior to the date of these Articles.